Company Presentation Consus Real Estate AG July 2019 Consus - - PowerPoint PPT Presentation
Company Presentation Consus Real Estate AG July 2019 Consus - - PowerPoint PPT Presentation
Company Presentation Consus Real Estate AG July 2019 Consus Management Board A strong and proven management team Andreas Steyer Over 25 years operational and leadership experience in German real estate companies CEO Former CEO of
Consus Real Estate AG
Consus’ Management Board
A strong and proven management team
2
» Over 25 years operational and leadership experience in German real estate companies » Former CEO of publicly listed DEMIRE, expansion of buy-to-hold assets >€ 1bn » Previously at Deka Immobilien and Partner at Ernst & Young Real Estate and Arthur Andersen Real Estate
Andreas Steyer CEO
» Over 25 years experience in the financial industry with 14 years at UBS (IB) » Previously at Aggregate Holdings, the majority shareholder of Consus » 5 years of experience as board member and CFO of a publicly listed company
Benjamin Lee CFO
» Several years of experience in the financial sector in Amsterdam and Frankfurt » Formerly at ABN Amro / Fortis and Bethmann Bank » Responsibilities at SSN included Finance, Business Development, Debt Advisory, Risk Management
Theo Gorens CRO / Deputy-CFO
Titel
Consus Real Estate AG
Vitopia Kampus Kaiserlei in Frankfurt/Offenbach forward sold to institutional investor for a GDV of €60m
- I. Overview
Consus Real Estate AG
- I. Consus - the leading real estate developer in Germany
4
Breakdown of the development portfolio by city(5)
Frankfurt 13% Berlin 12% Dusseldorf 4% Leipzig 13% Stuttgart 18% Cologne 11% Hamburg 20% Munich 5% Dresden 4%
(1) On a consolidated basis as of 31 March 2019; Includes three development projects of which the acquisition is signed but not yet closed; (2) As of 31 May 2019, incl. LOIs of €68m, LOIs under negotiation of €659m and pre-sold condominiums of €160m; (3) EBITDA pre Purchase Price Allocation (PPA) and pre one-off costs; (4) Based on Market GAV of the Consus property assets on 100% basis as estimated by management as of 31/03/2019 (5) Dortmund is included in Düsseldorf, Erfurt is included in Leipzig; Böblingen, Karlsruhe and Mannheim are included in Stuttgart, Bayreuth and Passau are included in Munich, Offenbach is included in Frankfurt am Main
Development portfolio breakdown
64 projects in total(1)
Focus on Forward Sales
▶
The leading German residential developer, with focus on top 9 German cities
▶
Strong market share in undersupplied German residential real estate market with focus on affordability
▶
Forward sale-oriented business model de-risks development, financing and exit
▶
Fully integrated real estate platform covering the entire value chain
▶
Headquartered in Berlin with ~780 employees currently focused
- n
construction and sales
▶
PF FY2018 Revenues of €656m and Adjusted EBITDA of €253m
Unique business model Key financials + KPIs
~20%
Targeted Medium-term Adjusted EBITDA margin
€3.07bn
Market GAV(4)
€9.6bn GDV(1)
development portfolio across
64 projects €2.7bn
GDV in forward sales volume contracted + LOI(2)
3.0x
Targeted Medium-term Net Debt / Adjusted EBITDA
Diversified across the top 9 cities in Germany
GDV: €9.6bn(1)
Target Forward Sales 35% Forward Sold(2) 26% Condominiums 20%
Development portfolio breakdown
Upfront sale/LOI signed 18%
€450m
Targeted Adjusted EBITDA(3) 2020
Consus Real Estate AG
- I. Key investment highlights
Strong operational capabilities and track record Strong operational capabilities and track record IV. Unique and flexible business model Unique and flexible business model II. Robust development portfolio Robust development portfolio III. Solid cash flow generation model and performance visibility Solid cash flow generation model and performance visibility V. Exposure to Germany’s favorable macro conditions in highly attractive locations Exposure to Germany’s favorable macro conditions in highly attractive locations I. Experienced management team Experienced management team VI.
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Titel
Consus Real Estate AG
Cologneo I Corpus in Cologne forward sold to institutional investor for a GDV of €241m
- II. Company highlights
Consus Real Estate AG
- II. Exposure to Germany’s favourable macro conditions in
highly attractive locations in the strongest European economy
7
0,0% 1,1% 0,4% 1,1% 0,9% Germany UK France Spain EU ‐8,0% ‐6,0% ‐4,0% ‐2,0% 0,0% 2,0% 4,0% 6,0% 70 80 90 100 110 1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015 2017 Rental-price index GDP growth 1,3% 1,3% 0,9% 0,4% 1.0% Germany UK France Spain EU
Germany as “safe haven” economy
Source: EIU
GDP CAGR 2008-2018
Source: EIU, Bloomberg as of 21 Mar 2019 64% 87% 98% 98% 82%
10-year government yield Mar-2019
Government debt (2017, % of GDP)
Largest housing market in Europe
82,5 67,3 65,7 46,5 18,2 41,5 28,1 30,4 18,9 8,0 Germany UK France Spain EU Forecast of total population per country in 2020 (m) Forecast of total households per country in 2020 (m) Source: BMI 51,4% 65,0% 64,4% 77,1% 69,3% Germany UK France Spain EU Source: Eurostat Source: Destatis, EIU Source: Eurostat 20,6% 29,6% 22,6% 32,1% 24,7% Germany UK France Spain EU
Share of rent in disposable household income as % of total (2017)
Strong and consistent rental price growth
No decline in rental prices in over 20 years across the economic cycle (1) Average based on 28 EU member countries; (2) Average based on 25 EU member countries excluding Estonia, Luxembourg and Malta
(2) (1) (1) (1) (1)
Lowest “risk free” rate in Europe Strong rental culture; low home ownership Rent affordability remains healthy
Home ownership rate (%) (2017)
2018
Consus Real Estate AG
- II. Exposure to Germany’s favourable macro conditions
Excellent business opportunity for residential developers
8 „We want to build 1.5 million new apartments and homes in the next 4 years. This is absolutely necessary“
Source: German Chancellor Angela Merkel, Die Bundesregierung, May 26, 2018
(1) Based on estimated average price of €200k per unit (2) Empirica, CBRE; (3) Welt.de – Real Estate; (4) Statistisches Bundesamt, Savills, UBS Research, Destatis/Empirica
German Chancellor Angela Merkel
…and provides market opportunities for developers(4) Supply mismatch led to rising rents and declining vacancies(2)
» Residential market is highly undersupplied due to population growth and low development activities » With c. 285,000 completed apartments in 2017, supply is still below the annual requirement of c. 400,000 apartments(3) » Since 2015 apartment prices exceed construction costs for the first time since reunification in Germany making it more attractive for developers » Due to reluctance against homeownership in Germany, property prices have stagnated/partly decreased for almost two decades (1995-2015) » Development sector is highly fragmented in Germany, with limited large scale companies
Demand of 1.5m units with c. 300bn GDV(1) in next 4 years
Consus Real Estate AG
- II. Unique and flexible business model
Core business model consists of forward sales to institutional purchasers
9
Consus acquires land plots and lays out overall project structure Finalize the project and obtain building permits for residential developments with commercial potential Prior to starting construction, projects are forward-sold to institutional purchasers Construction begins after completion of the forward-sale and is paid on the basis of pre- agreed milestones over the construction period
Forward sales model targeting a cash flow positive profile as soon as the first payment is received Flexibility to optimise development pipeline based on local demand Reduced requirement for capital due to early capital recycling Minimize “lock-in” period of equity investment given forward sale business model
GDV: €9.6bn(1)
80% with forward sales approach
Business model focused on Forward Sales – existing project portfolio enables dynamic portfolio management I II. III. IV.
Buy
Plots
I.
Plan
Project
II.
Sell
Forward
III.
Build
& Deliver
IV.
(1) On a consolidated basis as of 31 March 2019; Includes three development projects of which the acquisition is signed but not yet closed
Development portfolio Post building permit, construction phase takes ~24-36months
Consus Real Estate AG
- II. Unique and flexible business model
Condominiums sold to retail purchasers complement the core business model
10
Consus acquires land plots and lays out overall project structure Finalize the project and obtain building permits Condominium units sold to retail purchasers with higher margins compared to forward sales Significant amount of construction cost covered by regular payments with final instalment received at completion
Complements the core business model as condominiums are often a part of larger quartier developments Pre-defined payment schedule with typical 30% payment upfront and pre-agreed payment milestones Favourable legal framework with the customer liable in full for the scheduled payments unless incurred during personal bankruptcy Majority of construction costs can be covered by financing secured on the customer’s payments Focused on higher value properties where materially higher pricing obtained through to retail sales
GDV: €9.6bn(1)
20% with condominium sales approach
Business model for Condominium projects I II. III. IV.
Development portfolio
Buy
Plots
I.
Plan
Project
II.
Sell
III.
Build
& Deliver
IV.
Post building permit, construction phase takes ~24-36months
(1) On a consolidated basis as of 31 March 2019; Includes three development projects of which the acquisition is signed but not yet closed
Consus Real Estate AG
- II. Solid cash flow generation model and performance visibility
Consus developments become cash flow positive prior to construction start
(1) Delivery includes finalization of construction and tenancy
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Delivery Construction Development / Forward sale Acquisition
30% 60% 10% 20% 5% 54% 1%
- 20%
5% 11% 20%
Land Acquisition Development / Forward Sale Construction Delivery
Project Cash Collection Project Cash Costs Cumulated Project Cash Flow Margin Cash flow positive as construction starts First cash inflow as forward sale is entered into Projects become cash flow positive prior to construction start Balanced payments profile 90% of the cash inflows are received during the construction phase Small remaining payment at delivery Limited working capital consumption Regular payments from buyers to cover construction costs Minimal working capital needs throughout the life of the project High profitability Targeted Adjusted EBITDA margin of 20% at delivery, with upside potential based on outperforming occupancy and rent levels achieved
Illustrative forward sales business model cash flow profile
Project cash flow breakeven
(1)
Consus Real Estate AG
- II. Unique and Flexible Forward Sales Business Model
(1) As of March 31, 2019, Includes three projects signed but not yet closed. On a 100% basis (2)
- Incl. LOIs of €68m and LOI under negotiation of €498m and pre-sold condominiums of €151m as of March 31, 2019
Portfolio with increased share of Forward Sales Institutional purchasers in 2018 + 2019 YTD €2.5bn(2)
Forward sold 71% LOI under negotiation 20% Condo sales 6% LOI signed 3%
GDV: €9.6bn(1)
Target Forward Sales 35%
Forward Sold(2) 26%
Condominium strategy 20% Outright sale/- LOI signed 18%
€2.7bn YTD
(28% of total GDV)
Key advantages of the forward sale business model
Faster project development through high volume sales to institutional purchasers Well balanced projects’ cash flows through development milestones Future upside from rental increases built in the forward sale agreements Stable and broad relationships with authorities as institutional purchasers are “good landlords” focused on middle-income tenants
12
Consus Real Estate AG
- II. Unique and flexible business model
Bottom-up approach to forward sale price negotiation aims to lock-in profitability
13
Land acquisition costs Planning costs Other costs Contracted cash inflow Rent upside potential
Land acquisition costs: 19-25% Construction costs (excl. planning) Planning costs 15% of Total Construction costs
Indicative overview of cost structure Indicative cost and profit structure
20% Targeted Adjusted EBITDA margin
I II III IV
Illustrative example Total Construction costs: 75-81%
Further upside Construction costs
Land acquisition access and sourcing » Broad network with strong access to municipalities and key decision makers » Well established market player with robust reputation » Ability to develop complex large-scale projects with quartier / phasing approach Re-development potential with minimized cost
- verrun risk
» Focus on turnkey contracts with 3rd party contractors minimising cost over-runs where possible » Integrated development platform with in-house development capabilities, facilitates re-development owing to lack of such competences in the market » Up to 30% construction costs future reduction potential through digitalization Contractually agreed cash inflows with significant rent upside potential » “Minimum price” forward sale contract with institutional purchasers targeted to fully cover the construction costs » Contracts structured to provide upside from rent increases upon construction completion/renting of finished projects » Capitalize on potential operational synergies through accretive acquisitions I II III IV
Ability to budget project costs enables upside potential
Illustrative example
Consus Real Estate AG
4,6 9.6 0,7 0,9 3,5 0,9 1,0 2 4 6 8 10
GDV as of Dec 2017 Organic acquisitions H1 2018 Organic acquisitions H2 2018 SSN acquisition GDV as of March 2019 Closing upfront sale Q3 New acquisitions YTD
‐
(3)
- II. Robust development portfolio
A sizeable €9.6bn GDV portfolio still in ramp-up phase
14
Asset class Asset class
» Standardised rental apartment blocks and integrated residential and commercial developments (“Quartier”)
Location Location
» Focus on top 9 German cities
Size Size
» Standardised 100+ apartments
Forward sale focus Forward sale focus
» Forward sale to institutional purchasers, with target of forward selling price agreed before start of construction
Lot Size Lot Size
» Sized for demand (1-2 bedroom with 50-70m2) + VauVau concept at around approx. 50m2
Investment criteria Consus has achieved a sizeable portfolio of projects....
(1) (2)
....still in ramp-up phase as of March 31, 2019
€bn
GDV: €9.6bn(1)
30% under construction (~40-50% target)
Development portfolio
(1) As of March 31, 2019, Includes three projects signed but not yet closed. On a 100% basis (2) Post GDV reduction by €122m through sales of Xberg and HAU BT 4-6 in December 2018 (3) Includes three new acquisitions of Duesseldorf, Benrather Gärten with a GDV of €763m, Cologne Area, Wachendorff Quartier with a GDV of €147m and Erfurt, Braugold with a GDV of €82m
Consus Real Estate AG
- II. Robust development portfolio
Strong existing development portfolio in top 9 German cities
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Strong footprint in Germany’s top economic regions – 64 projects with GDV of € 9.6bn(1)
Consus has a flexible portfolio extending until 2026 under the current business plan
(1) ) On a consolidated basis as of 31 Dec 2018; Includes three development projects of which the acquisition is signed but not yet closed; Dortmund is included in Düsseldorf, Erfurt is included in Leipzig; Böblingen, Karlsruhe and Mannheim are included in Stuttgart, Bayreuth and Passau are included in Munich, Offenbach is included in Frankfurt am Main
Leipzig/Erfurt GDV in €m: 1,277 Area in k m²: 536
- Avg. Sales Price:
2.390 % of total GDV: 13% Projects: 17 Cologne/Aachen GDV in €m: 999 Area in k m²: 209
- Avg. Sales Price:
4.772 % of total GDV: 10% Projects: 5 Frankfurt/Offenbach GDV in €m: 1,238 Area in k m²: 173
- Avg. Sales Price:
7.154 % of total GDV: 13% Projects: 7 Hamburg GDV in €m: 1,930 Area in k m²: 369
- Avg. Sales Price:
5.231 % of total GDV: 20% Projects: 6 Berlin GDV in €m: 1,177 Area in k m²: 198
- Avg. Sales Price:
5.183 % of total GDV: 12% Projects: 9 Dresden GDV in €m: 416 Area in k m²: 93
- Avg. Sales Price:
4.496 % of total GDV: 4% Projects: 6 Dusseldorf/Dortmund GDV in €m: 369 Area in k m²: 65
- Avg. Sales Price:
5.685 % of total GDV: 4% Projects: 4 Stuttgart/Karlsruhe GDV in €m: 1,720 Area in k m²: 364
- Avg. Sales Price:
4.718 % of total GDV: 18% Projects: 7
Berlin Leipzig Dresden Frankfurt Dusseldorf Cologne Hamburg Stuttgart Munich
Munich GDV in €m: 478 Area in k m²: 67
- Avg. Sales Price:
7.078 % of total GDV: 5% Projects: 3
Consus Real Estate AG
- II. Contracted & Planned Forward Sales and Acquisitions
Q1’19*
16
Consus continues to execute on forward sales pipeline and demonstrates ability to source attractive projects
Acqui- sitions* Q4’18*
Forward Sale Upfront sale
Total
Acquisition
Cologne Area | € 147m Dusseldorf | € 763m Erfurt | € 82m
in negotiation
Mannheim | € 95m Cologne | € 241m Frankfurt area | € 60m Dresden | € 38m
* All figures reflect planned Gross development volume (GDV) in €m; Color codes:
Q4 2018 Forward sales signed
- c. € 435m
Leipzig | € 57m Berlin, GDV of € 68m Leipzig | € 39m Berlin | € 68m Leipzig | € 884m
YTD*
Q1 2019 Forward sales signed
- c. € 180m
YTD Newly signed acquisitions
- c. € 993m
Hamburg | € 101m Dusseldorf | € 125m
YTD New in negotiation
- c. € 230m
Real estate market update: Berlin Senate approves outline for freezing rental prices for five years – not expected to have material impact on Consus business model due to focus on new built residential
Consus Real Estate AG
- II. Strong operational capabilities and track record
Competitive advantage through digitalisation
17 Full digitalization expected to be implemented by the end of 2020 with 20 development projects already using BIM
(1) Based on management estimates
Reduce labour costs per m2/ concrete Ability to pre-fabricate wall and ceiling units for ~1,950 residential units per year(1) Wall units up to 30% cheaper than market price level(1)
Digital-oriented construction process with potential to drive substantial cost and time savings
Digital construction and development platform
» Digitalized offering to include component catalogue, procurement platform, floor plan generator and configurator » Further supported by the recent acquisition of the PropTech company DIPLAN
Introduction
- f new
building standards
» Building Information Modelling (BIM): 6 dimensional approach to construction processes » 2D = Architectural planning; 3D = Digital 3D plan; 4D = Time; 5D = Cost; 6D = Lifecycle » Reduced procurement costs via direct supply chain management
Pre-fabrication
- perations
with partner
» Setting up a highly automated pre-fabrication plant in Erfurt in partnership with European Modular Constructions GmbH » Plant will be one of Europe’s largest for construction elements » Targeted to start production in 2020 with focus on massive concrete parts Save up to 6 months in the development timeline(1) II III I
Titel
Consus Real Estate AG
ÜBerlin condominium project in Berlin with a GDV of €205m
- III. Financials
Consus Real Estate AG
- III. FY2018 Key group metrics
Key Income Statement Figures Key Balance Sheet & Cash Flow Figures Consus Reported Consus PF SSN Total Income Adjusted EBITDA(1) Financial Result Consolidated Net Income €615m €204m €(117)m €1m €656m €253m €(198)m €(24)m(2) Net Debt Net Debt Operating Cash Flow Operating Cash Flow Prepayments Received Prepayments Received Gross Asset Value Gross Asset Value Consus Reported €2,104m €132m €356m €2,395m Net Debt / PF Adjusted EBITDA(1)
(1) EBITDA adjusted for Purchase Price Allocation (“pre-PPA”) and one-off expenses (2) Net Income adjusted for Purchase Price Allocation and one-off expenses of €73m
8.3x 1.2x PF Adjusted EBITDA(1) / Interest
19
Consus Real Estate AG
- III. Q1 2019 Key Group Metrics
Key Income Statement Figures Key Balance Sheet & Cash Flow Figures Q1 2018 Q1 2019 Total Income Adjusted EBITDA(1) Financial Result Consolidated Net Income Net Debt Net Debt Operating Cash Flow Operating Cash Flow Prepayments Received Prepayments Received Market Gross Asset Value Market Gross Asset Value as of 03/31/2019 €2,171m €(19.2)m €52.2m €3,067m Net Debt / PF Adjusted EBITDA(1)
(1) EBITDA adjusted for Purchase Price Allocation (“pre-PPA”) and one-off expenses
8.3x 71% Net Debt / Market GAV €87.1m €38.9m €(20.1)m €4.9m €118.4m €46.1m €(39.6)m €(9.9)m
20
Consus Real Estate AG
- III. Solid cash flow generation model and performance visibility
Strong visibility on future performance
21
Forward Sales Signed
» Letter of intent in negotiation with institutional purchasers » Expected to be converted in signed letter of intent within 3-6 months and in signed forward sale agreements within 6-12 months » Two additional LOIs in negotiation increasing the total to 10 projects » Signed letter of intent with institutional purchasers, expected to be converted into forward sale agreements within 3-6 months » Signed binding agreements between Consus and institutional purchasers » Up to c.30% upfront cash payment received upon signing » Future cash inflows under forward sale agreements upon achieving defined milestone » Signed projects sold to retail purchasers rather than institutional purchasers » 30% upfront payment received on signing up forward purchasers for the condominium » Focused on higher value properties where materially higher prices can be achieved from retail sales
Letter of intent signed Letter of intent in negotiation Condo Sales Started
Projects sold to institutional purchasers Units sold to retail The forward sales and condominium business models allow for strong cash flow visibility, while minimising development risk
~€500m GDV ~€70m GDV ~€1,800 m GDV ~€150m GDV
II III I IV €2.7bn GDV forward sold or under LOI YTD allows for strong visibility on future performance
8 projects 1 project 18 projects 6 projects ~€660m GDV ~€70m GDV ~€1,800 m GDV ~€160m GDV YTD 03/31/2019 €2.7 bn €2.5 bn (1)
(1) As of 31 Mar 2019, incl. LOIs of €68m; LOIs under negotiation of €498m and pre-sold condominiums of €151m
Consus Real Estate AG
- III. Financing strategy
Evolving towards a cheaper and more flexible capital structure
22
Consus financial targets: reduce the avg. interest rate by 200bps and delever to Net debt/Adj. EBITDA 3.0X in the medium term
Corporate level debt
SPV SPV Consus CG Gruppe SPV SPV SSN
» Proceeds to refinance acquisition facility for SSN, make final payments on the agreement to increase stake in CG to 75% on a fully diluted basis, refinance short term shareholder loans and expensive junior debt » Bond ratings from S&P and Fitch of B-/B and company ratings of B/B (stable
- utlook)
» Strong commitment to reduce junior debt at the project level and increasing the group level debt » Consus with stronger access to capital markets, evolution of financing structure will provide further strategic flexibility towards reaching our mid- term target to deleverage our balance sheet and decrease avg. cost of debt
…initial step towards long-term financing strategy Successful placement of rated EUR 400m inaugural Bond… Project level debt
senior, junior, or mezzanine
Currently represents c.25% of total indebtedness Currently represents c.75% of total indebtedness SPV SPV
Corporate level Project level Evolve towards a mature financing strategy by refinancing project level debt with corporate level debt Issuer
» CONSUS Real Estate AG
Issue
» Senior Secured Notes
Currency
» EUR
Amount
» 400m
Maturity
» May 15, 2024 (5 years)
Coupon
» 9.625%
Call protection
» NC2 (50%, 25%, par)
Corporate rating
» B / B
Issue rating
» B- / B
Distribution
» RegS / 144a
Governing law
» New York law
Consus Real Estate AG
- III. Development in 2019 as expected - Guidance for 2020 confirmed
Overview of Key Financials Comments » Total amount of projects of 64 with a development timeline until 2026 » GDV going forward influenced by timings of acquisitions and disposals » Deleveraging planned following acquisitions and upfront sales » Expected tax rate ~30% Target Medium-term Net Debt / Adjusted EBITDA Target Medium-term Net Debt / Adjusted EBITDA » ~ 3x Target 2020 Adjusted EBITDA Target 2020 Adjusted EBITDA » €450m Gross Development Volume (GDV)(1) Gross Development Volume (GDV)(1) » €9.6bn in total Target Adjusted EBITDA margin Target Adjusted EBITDA margin » c. 20%
(1) As of 31 March 2019, Includes three projects signed but not yet closed. On a 100% basis
23 » Strong growth in Adjusted EBITDA expected in 2019 » 2020 Adjusted EBITDA target increased from €300m to €450m post SSN acquisition
Consus Real Estate AG De-risked Forward sales business model allows for efficient capital recycling De-risked Forward sales business model allows for efficient capital recycling
- III. Excellent business opportunity for residential developers
24
Consus with perfect positioning to benefit from unprecedented market opportunity Consus with perfect positioning to benefit from unprecedented market opportunity
Consus is the leading residential developer in Germany Consus is the leading residential developer in Germany
* Based on estimated average price of €200k per unit
Focusing on large quartier developments Focusing on large quartier developments Emphasis on affordable housing for middle-income families Emphasis on affordable housing for middle-income families Covering the complete value chain
- pposed to other developers
Covering the complete value chain
- pposed to other developers
Setting up automated pre- fabrication of construction modules in partnership with EMC Setting up automated pre- fabrication of construction modules in partnership with EMC
1. 2. 3. 4. 5. 6.
Titel
Consus Real Estate AG
Quartier Hoym in Dresden forward sold to institutional investor for a GDV of €141m
- IV. Appendix
Consus Real Estate AG
- IV. Consus is the leading real estate developer
in Germany’s top 9 cities
26
Footprint in Germany further enhanced by the acquisition of SSN
(1) Bulwiengesa study based on projects until 2023; Consus’ long-term projects that will be completed after 2023 such as Hamburg Holsten and Stuttgart Vaihingen are not included; Current Consus total development area of 2.1m m2
Area 369 km² €1,930m GDV 20% of total GDV #1 Hamburg Area 364 km² €1,720m GDV 18% of total GDV #2 Stuttgart Area 536 km² €1,277m GDV 13% of total GDV # 4 Leipzig Area 198 km² €1,176m GDV 12% of total GDV #3 Berlin Significant increase in development activities through SSN acquisition Berlin Leipzig Dresden Frankfurt Dusseldorf Cologne Hamburg Stuttgart Munich
CG SSN
SSN acquisition rationale A leading development platform in Germany Excellent portfolio fit, enhancing Consus’ German footprint Attractive land plots in Germany’s top metropolitan areas Strategic fit of SSN forward sales business model Significant synergy potential The leading property developer in Germany’s top 9 cities(1)
Note: Bulwiengesa Projektentwicklerstudie Top 9 Cities in Germany as of 21 Mar 2019
500 1.000 1.500 2.000 Büschl PROJECT PI Pandion Groß & Partner BPD Bonava Instone Zech Group Consus
in m2 ’000s
Development area (‘000 sqm)
(1)
Consus Real Estate AG
- IV. Consolidated Q1 2019 Financials – Income Statement
- Revenue of €118.4 million reflected
progress in development including two institutional forward sales
- Change in project related inventory
provides net impact of positive project development pre sale and negative impact of forward sales
- Growth in costs reflects growth in
business including SSN acquisition and corporate transactions
- Reported figures depressed by PPA
impact of €18.1m
- Financial expenses reflect acquisition of
- SSN. Financial income positively
impacted by accounting for convertible bond
- Last 12 months (LTM) Adjusted EBITDA
increased, including PPA adjustments from forward sales
2. 3. 4.
Income Statement Comments
in k € Q1 2018 Q1 2019 Income from letting activities 11,398 3,342 Income from property development 75,661 113,788 Income from service, maintenance and management activities
- 1,282
Total income 87,059 118,413 Change in project related inventory 1,280 13,649 Overall performance 88,339 132,062 Expenses from letting activities (3,869) (2,389) Cost of materials (37,621) (69,553) Other operating income 986 5,203 Personnel expenses (6,720) (13,822) Other operating expenses (12,558) (24,630) EBITDA 28,557 26,869 Depreciation and amortization (513) (1,470) EBIT 28,044 25,400 Financial income 6,047 11,813 Financial expenses (26,128) (51,401) EBT 7,963 (14,188) Income tax expenses (3,068) 4,257 Consolidated Net income 4,894 (9,932)
2. 1. 5. 4. 6.
in k € LTM Q4 2018 LTM Q1 2019 Q1 2018 Q1 2019 EBITDA 155,470 143,806 40,693 26,869 PPA Adjustments 82,262 102,123 (1,747) 18,114 One-off expenses 15,458 14,366 215 1.088 Adjusted EBITDA(1) 253,190 260,295 38,946 46,071
Adjusted EBITDA Bridge Q-o-Q / LTM pro forma
6.
(1) EBITDA adjusted for Purchase Price Allocation (“pre-PPA”) and one-off expenses
1. 3.
27
4. 5. 4. 3. 3.
Reported LTM pro forma
Consus Real Estate AG
- IV. Consolidated Q1 2019 Financials – Balance sheet: Assets
- Investment properties increased due to
capex spend
- Right of use asset reflects new IFRS 16
lease accounting standard
- Work-in-progress reflects net impact of
project development pre-sale and reclassification impact of forward sales
- Contract assets increased materially
through initial forward sales and further construction on projects forward sold
Comments Current & Non-current Assets
in k € FY 2018 1 Q1 2019 Investment property 328,027 334,493 Property, plant and equipment 8,771 9,344 Right of use asset
- 11,597
Goodwill 1,032,480 1,032,552 Other intangible assets 6,158 5,971 Investments accounted for using the equity method 21,590 20,573 Financial assets 10,037 10,637 Contract assets 237,882 224.547 Total non-current assets 1,644,944 1,649,715 Work-in-progress incl. acquired land and buildings 1,826,022 1,880,232 Trade and other receivables 53,933 46,617 Receivables from related parties 62,853 61,275 Tax receivables 8,644 7,175 Financial assets 38,439 39,407 Other assets 15,499 16,895 Contract assets 190 55,235 Cash and cash equivalents 91,603 68,968 Assets held for sale 1,329 1,329 Total current assets 2,098,511 2,177,133 Total assets 3,743,455 3,826,848
1. 3. 4. 3. 4. 4. 1. 2.
28
(1) Adjusted due to IFRS 16 and update on IAS 23
2.
Consus Real Estate AG
- IV. Consolidated Q1 2019 Financials –
Balance sheet: Equity & Liabilities
- Total equity of €1,164m
- Gross debt and net debt were €2,240m
and €2,171m respectively
- Liabilities to related parties include
€40m shareholder loan from Aggregate, which was exchanged as part of the bond issue
- Contract liabilities of €32.1m reflect
prepayments received before revenue recognised
- Trade payables increase reflects
increase in construction activity
Comments Equity and liabilities
in k € FY 2018 1 Q1 2019 Subscribed capital 134,040 134,527 Capital reserves 904,233 907,464 Other reserves (28,477) (34,689) Non-controlling interest 151,629 147,165 Total equity 1,161,425 1,154,466 Financing liabilities 1,049,150 1,071,672 Provisions 1,712 1,772 Other liabilities 15,017 44,555 Contract liabilities
- 32,096
Deferred tax liabilities 113,900 110,748 Total non-current liabilities 1,179,779 1,260,843 Financing liabilities 1,146,374 1,168,588 Provisions 4,735 4,606 Trade payables 41,913 65,943 Liabilities to related parties 43,196 56,891 Tax payables 44,389 43,993 Other liabilities 75,771 71,518 Contract liabilities 45,872
- Total current liabilities
1,402,251 1,411,539 Total liabilities 2,582,030 2,672,382 Total equity & liabilities 3,743,455 3,826,848
2. 2. 1. 1. 2. 3. 4. 3. 4.
29
(1) Adjusted due to IFRS 16 and update on IAS 23
4. 5. 5.
Consus Real Estate AG
- IV. Consolidated Q1 2019 Cash Flow Statement
- Limited deprecation and amortisation as
business driven by inventory
- Material portion of interest is accrued
- Working capital movement impacted by
increase in contract assets not being matched by prepayments in this quarter
- Investing activities primarily refer to
investment properties
- Net cashflow from financing broadly
neutral
2. 3. 5.
Cash flow Comments
in k € Q1 2018 Q1 2019 Profit (loss) before tax 7,963 (14,188) Depreciation and amortisation 513 1,470 Depreciation and impairment of property, plant and equipment 513 892 Amortisation and impairment of intangible assets
- 23
Depreciation on right-of-use asset 555 Financial expenses (income) 20,081 39,588 Financial income (6,047) (11,813) Financial expenses 26,128 51,401 Other non cash adjustments (2,869) (2,025) Other working capital adjustments 94,462 (44,170) Decrease / (increase) in rent and other receivables 38,479 11,522 Decrease / (increase) prepayments, accrued income and other assets (8,959) (1,182) Decrease/ (increase) in inventories and contractual assets (26,976) (135,670) (Decrease) / increase in prepayments 86,452 52,215 Decrease in inventory property
- (6,467)
(Decrease) / increase in trade, other payables and accruals, contractual liabilities and other liabilities 5,465 35,410 Income tax paid (1,526) 117 Net cash flow from operating activities 86,121 (19,209) Net cash flow from investing activities (9,179) (10,421) Net cash flow financing activities (99,580) 6,859
2. 1. 1. 4. 3. 4. 5.
30
Consus Real Estate AG
- IV. Overview of Group Debt and Financing Costs
19
» Significant reduction in interest expense expected as higher cost of debt is refinanced » Targeting up to 2% average interest rate reduction in medium term » Successful refinancing of The Wilhelm project in Berlin prime location next to British Embassy
- Amount refinanced: €148.5m with promissory notes
- Average interest-rate on project reduced by over 7%
» €19.4m bond proceeds have already been utilised to refinance higher cost project debt
Entity Outstanding gross debt Consus Real Estate AG 488 CG Gruppe 1,005 SSN 748 Total Gross debt 2,240 Cash and cash equivalents 69 Net Debt 2,171
- Avg. cost of debt
8.1% €m 1.588 492 488 755 748 1,005 1.005
- 500
1.000 1.500 2.000 2.500 Dec-17 Dec-18 Mar-19 Consus SSN CG 2,196
Gross debt evolution Comments Q1 2019 Gross debt by entity 31
2,240
(1) Includes €33m of debt at Pebble Investment GmbH level (100% owned by Consus), (2) Includes €34m of debt at Pebble Investment GmbH level (100% owned by Consus)
; (1) ; (2)
Consus Real Estate AG
- IV. Simplified Group Structure – Q1 2019
Legend Shareholder Debt facility Operating SPVs Consus
- wnership
Note: Simplified structure on a 100% basis. Debt as of 31 March 2019 pro forma for Bond (1) Estimated market GAV as of 31 March 2019; (2) Includes €34m of debt at Pebble Investment GmbH level (100% owned by Consus), €21.7m of 2020 Facility with Aggregate (3) On a fully diluted basis and following completion of acquisition of additional shares as per SPAs; (4) Gröner refers to Gröner GbR, Gröner Unternehmensgruppe GmbH and Gröner Unternehmensbeteiligungen GmbH (5) Consus owns 93.4% of SSN Group. SSN holds 51.0% of the shares in SG Development GmbH, which holds nine out of twelve development
- projects. As part of the acquisition of SSN, Consus also acquired additional 38.9% of the shares in SG Development GmbH, resulting in Consus direct and indirect ownership of 86.5% (6) Project-related group debt included in respective Junior- and Mezzanine debt
percentages (7) Includes €23.8m debt at SG Development
Gröner(4) Consus CG Gruppe SPVs 52 projects Consolidated GAV(1)
- est. €3.07bn
Senior Secured Notes: €250m Convertible: €190m Other debt: €48m(2) CG Development and Construction Debt: €1,004m SSN Group SPVs 12 projects SSN Development and Construction Debt: €748m Aggregate Other shareholders 75.0%(3) ~57% ~43% 93.4%5 Type % of total CG & SSN debt
(6)
Senior 49% Junior (7) 11% Mezzanine 40%
32
Consus Real Estate AG
Pro Forma for Bond
- IV. Capital Structure Q1-pro forma for Bond Transaction
Note: All items reflect the book value outstanding as of 31 Mar 2019 with the exception of the SSN Acquisition Facility and the convertible bond that are shown in nominal amount (1) The New Senior Secured Notes share the same collateral package with the 2022 Convertible Bond, and additionally benefit from the upstream guarantees from Pebble Investment GmbH, SSN Group AG, Wilhelmstraße I GmbH and SG Development GmbH (2) Based on Market GAV of the Consus property assets on 100% basis as estimated by management as of 31/03/2019 (3) Assumes full use of amounts allocated for refinancing (4) Net cash adjustment includes CG Gruppe acquisition cash payments, related party loan exchange, and costs and expenses (5) Includes accrued interest
Capital structure Q1 2019 pro forma for Bond Transaction 33
(2) (3) (4) (5)
Reported
Consus Real Estate AG
- IV. Illustrative example of the PPA adjustment mechanism
34
50 60 120 10 50 10 Development and construction cost until Consus acq. Developer margin until Consus acq. Fair value / Price paid by Consus Development and construction cost post acq. Margin on construction cost post acq. Sale value
» According to IFRS 3, an acquirer must record the net assets of the target on its balance sheet at fair value as at the date of the acquisition » The process is known as purchase price allocation (PPA) » All future additions to inventory post-acquisition are recorded at cost, with no further value adjustment » Therefore, Consus accounts for its inventories (both for CG and SSN) at fair value as at the time of their acquisition » The PPA impact is a one time activity and for all construction post acquisition of CG Gruppe and SSN, there would be no PPA adjustments » At revenue recognition, the increased value of inventory due to the fair value process (PPA) reduces the reported EBITDA » In order to provide the underlying profitability, Consus reverses the PPA adjustment to reflect underlying cost excluding the fair value impact, to provide EBITDA pre-PPA » This would be the EBITDA recorded if the assets had not been included at fair value and the purchase price allocated » This adjustment is done only once a forward sale is entered into, ensuring clear allocation of the PPA adjustment and matching the cash flow profile
Key elements of PPA adjustment EBITDA reportable: 10 EBITDA pre-PPA (adjusted): 20
» Margin for CG Gruppe / SSN: 10 + 10 = 20 » Cash inflow for CG Gruppe / SSN / Consus: 20 » Effective margin for Consus: 20 – 10 = 10
Illustration: Consus accounting for inventories acquired at CG Gruppe / SSN acquisition
Consus Real Estate AG
33
- 5
13 Cash Inventory Contract assets Cumulative
- Adj. EBITDA
45
- 20
Cash Inventory Contract assets Cumulative
- Adj. EBITDA
(3)
- IV. Illustrative example of forward sale and contract assets
accounting during the life of a project
35
Description Cumulative key accounting items (€m) Accounting entries (€m)
» Consus has €25m of cash and is looking to start a new project with a GDV of €100m » @ 20% target Adj. EBITDA margin the total project costs will be €80m
- »
Consus uses €25m to buy new land and sustain planning costs » Consus signs a forward sale agreement » Consus receives 30% of advance payment (€30m) » Until delivery, Consus incurs all the remaining €28m of construction costs » Consus receives all the outstanding payments (€40m) post delivery and letting
Note: Assumes cash purchase and no tax impact for illustrative purposes (1) The percentage of completion is computed based on the amount of cost incurred up to a certain step (e.g. in step 2 the PoC is computed as 25/80m); (2) Revenues are recorded on a Percentage of Completion basis (e.g. in step 2, the projects’ PoC is 31% so the revenues are 31% * €100m; (3) Contract assets are always shown net of advance payments on Consus’ balance sheet according to IFRS15
Cash (25) Inventory +25 Cash +30 Inventory (25) Gross Contract assets +31 Advance payments +30 Revenues(2) +31 Costs (25) » Consus incurs additional €27m of construction costs » Consus receives an additional 30% of pre-payments (€30m) Cash +3 Gross Contract assets +34 Advance payments +30 Revenues(2) +34 Costs (27) Cash +12 Gross Contract assets +35 Advance payments +40 Revenues(2) +35 Costs (28)
Percentage of Completion(1)
25
- Cash
Inventory Contract assets Cumulative
- Adj. EBITDA
(3)
- Adj. EBITDA
€6m
- Adj. EBITDA
€7m
- Adj. EBITDA
€7m
Event
Project is delivered Construction continues Forward sale agreement is signed New land is bought Starting point
1 2 3 4
0% 100% 65%
- 25
- Cash
Inventory Contract assets Cumulative
- Adj. EBITDA
(3)
30
- 1
6 Cash Inventory Contract assets Cumulative
- Adj. EBITDA
(3) (3)
0% 31%
Net change €1m Net change €4m Net change €(5)m All cash Adj. EBITDA
Consus Real Estate AG
- IV. Solid cash flow generation model and performance visibility
Illustrative cash flow profile towards run-rate
36
Revenue Operating costs Adjusted EBITDA Capex ∆ in working capital Interest expense Taxes Free Cash Flow
Revenue visibility Profitability visibility Limited maintenance investment required Revenue
Run-rate revenue level as total portfolio GDV spread over the average life of the projects
I II III IV V VI VII
Operating costs
~80% of the forward sale price Turnkey agreements with contractors minimize cost overrun risk
Adjusted EBITDA
Target 20% margin in the medium-term
Capex
No Capex required as land acquisition, development, and construction costs run through operating costs and working capital
Working capital
Limited working capital consumption at run-rate as development portfolio replenishment is funded through existing projects sale Release of working capital in ramp-up phase as increasing percentage of projects is forward sold with related pre-payments
Interest expense
Decreasing over time (targeting up to 200bps average interest rate reduction in the medium term) Progressive rebalancing of senior/junior split at SPVs through corporate level refinancing and deleveraging via cash flows
Taxes
Indicative 30% corporate tax rate
Inventory release in ramp-up phase
Decreasing interest expense Strong FCF generation Free Cash Flow
Strong cash generation Used also to deleverage SPVs level debt VIII VI VII V IV III II I
VIII
Strong cash flow generation as the run-rate is achieved
Consus Real Estate AG
- IV. Robust development portfolio
Balanced distribution of properties to be developed in the short and medium term
37
# Entity Project Name City GDV in €m % of Total GDV % Residential Net floor area in m² Status Development Time-frame 1 Garden Campus Stuttgart 976 10% 79% 186,581 Planning 2020 – 2025 2 416 (Freiladebahnhof)* Leipzig 884 9% 53% 267,941 Planning 2020 – 2025 3 Holsten Quartiere Hamburg 876 9% 71% 145,749 Planning 2021 – 2026 4 Cologneo I Cologne 389 4% 37% 90,607 Construction 2018 – 2021 5 Quartier C Karlsruhe 371 4% 64% 111,249 Planning 2021 – 2025 6 The Wilhelm Berlin 366 4% 85% 17,720 Construction 2018 – 2021 7 Neuländer Quarree Hamburg 357 4% 37% 81,315 Planning 2020 – 2023 8 Cologneo II Cologne 351 4% 64% 71,583 Planning 2022 – 2025 9 Covent Garden Munich 296 3% 93% 26,952 Planning 2020 – 2022 10 Frankfurt Ostend Frankfurt 283 3% 54% 39,000 Planning 2021 – 2023 Top 10 5,147 53% 61% 1,038,967
Main focus on residential and “quartier” developments Approach to develop large projects in phases All “quartier” developments include commercial properties
* Signed sale contract
€9.6bn(1)
64 projects
Residential 60.3% Other 7.4% Retail, Office & Hotel 32.3%
(1) On a consolidated basis as of 31 March 2019; Includes three development projects of which the acquisition is signed but not yet closed
Commercial units linked to residential projects sold as a combined development project
Consus Real Estate AG
» A well-known institutional purchaser acquired the ‘Ostplatz’ project in Leipzig for €64m with an additional upside of up to €16m (+25%) if rents above current market rent will be achieved
- IV. Forward Sales Q1 2019
City / Project KPIs Pictures Delivery Construction Development / Forward sale Acquisition Sales Status
GDV €57m Completion 2020 Asset type Mixed Area (k sqm) 17 Leipzig, Ostplatz Q1’19
Forward Sale Date
» Consus sold the project to a real estate developer with significant EBITDA pre- PPA realised to balance its portfolio across Germany. The purchase price reflects the current status of the development. GDV €884m Completion Sold Asset type Mixed Area (k sqm) 268 Upfront sale Leipzig, Project 416 Q1’19 » Centrally located in Berlin-Charlottenburg, this modern office building with around 11,000 m2 of rental office will be certified with the highest sustainability criteria, “LEED Gold”. This project was forward sold to BNP Paribas REIM in February 2019. GDV €68m Completion 2020 Asset type Commercial Area (k sqm) 11 Forward Sold with upside of up to 26% Berlin, Franklinstr. Q1’19 » Consus forward sold this development project in fast growing Leipzig to a well- known institutional purchaser. GDV €39m Completion 2021 Asset type Mixed Area (k sqm) 12 Forward Sold for
- c. €40m
Leipzig, Dessauer-/ Hamburger Str. Q1’19 Forward Sold for
- c. €64m
38
Consus continues to execute on forward sales pipeline
Consus Real Estate AG
» LOI in negotiation for a residential development in the Erfurt city center with 120 1- to 3-room apartments, two commercial units and about 50 parking spaces. » This 107m landmark tower will be home of 192 apartments. The addition of
- ne floor to the hotel (building permit already available) has increased the
number of hotel rooms to 164. Completion of the tower and hotel by the end of 2020. » Just 5.5 km from Berlin city center, in the family-friendly district of Pankow, the shopping and commercial center Staytion Berlin-Pankow, formerly Forum Pankow will be developed. CG Gruppe is constructing a total of seven new buildings to create a mixed neighborhood. » At one of Düsseldorf's main transport hubs, a sophisticated new Quartier will be developed. Apartments for different target groups are being built. Future residents will benefit from the convenient location and excellent connections to the city center, airport and surrounding area.
- IV. Forward Sales/LOI Update 2019 - Selection of Projects
City / Project KPIs Pictures Delivery Construction Development / Forward sale Acquisition Sales Status Forward Sale Target
» LOI in negotiation for a development with 107 city apartments in the Stuttgart region for approx. €47m. Böblingen is home to the largest Mercedes-Benz factory globally. GDV €47m Completion 2021 Asset type Mixed Area (k sqm) 9 LOI in neg. Stuttgart region, City-Carré Böblingen Q3’19 » LOI of a forward sale signed in February 2019 for a €68m residential development in a prime location of Dresden GDV €68m Completion 2021 Asset type Residential Area (k sqm) 15 LOI signed Dresden, Palaisplatz Neubau Q3’19
39
» LOI in negotiation for a residential development in the popular district Hamburg-Altona with 281 apartments, commercial spaces and underground parking for approx. €101m. GDV €101m Completion 2021 Asset type Mixed Area (k sqm) 19.1 LOI in neg. Hamburg, Von-Sauer- Straße Q3’19 GDV €30m Completion 2022 Asset type Residential Area (k sqm) 7.1 LOI in neg. Erfurt, TAP Hochhaus Q3’19 GDV €111m Completion 2020 Asset type Mixed Area (k sqm) 15.9 LOI in neg. Stuttgart area, Schwabenland- tower Q4’19 GDV €98m Completion 2021 Asset type Mixed Area (k sqm) 18.8 LOI in neg. Berlin, Staytion (Forum Pankow) Q4’19 GDV €125m Completion 2022 Asset type Mixed Area (k sqm) 24.6 LOI in neg. Duesseldorf, Upper Nord Quartier Q4’19
Consus Real Estate AG
» Residential quartier development in an old brewery location with close proximity to one of Germany´s most important high-speed train terminal » Development of a new city quartier in Bergisch Gladbach. Planning comprises 7 residential complexes, a nursing home and boarding house, assisted living, a Kindergarten, a district center and a parking garage with about 110 parking spaces.
- IV. New Development Project Acquisitions
City / Project KPIs Pictures
GDV €147m Completion 2023 Asset type Mixed Area (k sqm) 31 Cologne area, Bergisch Gladbach Wachendorff Quartier GDV €82m Completion 2023 Asset type Residential Area (k sqm) 17 Erfurt, Braugold Quartier » Large quartier development in Duesseldorf-South on a 149k sqm plot of land with excellent connections to the city center, airport and surrounding area. GDV €763m Completion tbd Asset type Mixed Area (k sqm) 149 Duesseldorf, Benrather Gärten
40
Delivery Construction Development / Forward sale Total GDV: 993m
Acquisitions agreed in Q2 YTD demonstrate ability to source attractive projects. Closing expected in H2 2019
Acquisition
Potential acquisitions continually being evaluated to replace projects sold/developed
Consus Real Estate AG
- IV. General Information – Stock Performance
Financial Calendar
19-Jun-2019 Publication of Consus Q1 Interim Statement 26-Jun-2019 Consus Annual Shareholders Meeting 12-Sep-2019 Publication of Consus Half Year Results 12-Dec-2019 Publication of Consus Q3 Interim Statement
Consus Share
ISIN WKN DE000A2DA414 A2DA41 Number of Shares 135,107,236 Market Segment Deutsche Börse Scale m:access Stock Exchanges Xetra, München, Frankfurt Indices E&G-DIMAX Market cap.(2) €1,009m Analysts SRC Research: €13.0 BUY Hauck & A.: €11.7 BUY Baader Bank: €12.5 BUY Deutsche Bank: €12.0 HOLD UBS: €9.0 HOLD
€
- Vol. k
Stock Chart(1) Shareholder structure incl. recent contribution in kind
» Aggregate Group ~57% » Christoph Gröner 6% (CEO CG Gruppe) » Free Float ~37%
(1) Bloomberg, Factset (2) As of 17 June 2019
500.000 1.000.000 1.500.000 2.000.000 2.500.000 5,00 6,00 7,00 8,00 9,00 10,00 Dez 2018 Jan 2019 Feb 2019 Mrz 2019 Apr 2019 Mai 2019 Jun 2019 Volume Price (€)
41
Consus Real Estate AG
- IV. Glossary
42
Acronym Definition Adjusted EBITDA EBITDA adjusted for Purchase Price Allocation (PPA) and one-off costs BIM Building Information Modelling software for integrated, model-based operations in construction that extends the classic range of tasks to visual, model-based procedures CG CG Gruppe GAV Gross Asset Value, representing the market value of gross assets of the development portfolio as of 31 December, 2018 estimated by an independent third party GDV Gross Development Value, representing the expected future revenue to be generated by a specific project LOI Letter of Intent PPA adjustments Purchase Price Allocation adjustments SPV Special Purpose Vehicle, referring to the entities owning the development projects and controlled by Consus SSN SSN Group
Glossary
Titel
Consus Real Estate AG
Disclaimer
THIS PRESENTATION AND ITS CONTENTS ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL. This presentation (“Presentation”) was prepared exclusively by Consus Real Estate AG (“Consus”) solely for informational purposes and has not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of Consus. Nothing in this Presentation is, or should be relied upon as, a promise or representation as to the future. This Presentation does not constitute or form part of, and should not be construed as, an offer or invitation or inducement to subscribe for, underwrite or otherwise acquire, any securities of Consus, nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of Consus, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This Presentation is not an advertisement and not a prospectus for the purposes of the Prospectus Directive (as defined below). Any offer of securities of Consus will be made by means of a prospectus or offering memorandum that will contain detailed information about Consus and its management as well as risk factors and financial statements. Any person considering the purchase of any securities of Consus must inform itself independently based solely on such prospectus or offering memorandum (including any supplement thereto). This Presentation is being made available to you solely for your information and background and is not to be used as a basis for an investment decision in securities of Consus. Certain statements in this Presentation are forward-looking statements. These statements may be identified by words such as "expectation", "belief', "estimate", "plan", "target“ or "forecast" and similar expressions, or by their
- context. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking
- statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results may differ from those set forth in the forward-
looking statements as a result of various factors (including, but not limited to, future global economic conditions, changed market conditions affecting the industry, intense competition in the markets in which Consus operates, costs of compliance with applicable laws, regulations and standards, diverse political, legal, economic and other conditions affecting Consus’ markets, and other factors beyond the control of Consus). Neither Consus nor any of its respective directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak of the date of this Presentation. Statements contained in this Presentation regarding past trends or events should not be taken as a representation that such trends or events will continue in the future. No obligation is assumed to update any forward-looking statements. This document contains certain financial measures (including forward-looking measures) that are not calculated in accordance with IFRS and are therefore considered "non-IFRS financial measures". Such non-IFRS financial measures used by the Consus are presented to enhance an understanding of the Consus's results of operations, financial position or cash flows calculated in accordance with IFRS, but not to replace such financial information. A number of these non-IFRS financial measures are also commonly used by securities analysts, credit rating agencies and investors to evaluate and compare the periodic and future operating performance and value of other companies with which the Consus competes. These non-IFRS financial measures should not be considered in isolation as a measure of the Consus’s profitability or liquidity, and should be considered in addition to, rather than as a substitute for, net income and the other income or cash flow data prepared in accordance with IFRS. In particular, there are material limitations associated with the use of non-IFRS financial measures, including the limitations inherent in determination of each of the relevant adjustments. The non-IFRS financial measures used by the Consus may differ from, and not be comparable to, similarly-titled measures used by other companies. Certain numerical data, financial information and market data (including percentages) in this Presentation have been rounded according to established commercial standards. Furthermore, in tables and charts, these rounded figures may not add up exactly to the totals contained in the respective tables and charts. Accordingly, neither Consus nor any of its directors, officers, employees or advisors, nor any other person makes any representation or warranty, express or implied, as to, and accordingly no reliance should be placed on, the fairness, accuracy or completeness of the information contained in the Presentation or of the views given or implied. Neither Consus nor any of its respective directors, officers, employees or advisors nor any other person shall have any liability whatsoever for any errors or omissions or any loss howsoever arising, directly or indirectly, from any use of this information or its contents or otherwise arising in connection there-with. It should be noted that certain financial information relating to Consus contained in this document has not been audited and in some cases is based on management information and estimates. This Presentation is intended to provide a general overview of Consus’ business and does not purport to include all aspects and details regarding Consus. This Presentation is furnished solely for your information, should not be treated as giving investment advice and may not be printed or otherwise copied or distributed. Subject to limited exceptions described below, the information contained in this Presentation is not to be viewed from nor for publication or distribution in nor taken or transmitted into the United States of America (“United States”), Australia, Canada or Japan and does not constitute an offer of securities for sale in any of these jurisdictions. Any securities offered by Consus have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States and such securities may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. This Presentation does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person or in any jurisdiction to whom or in which such offer or solicitation is unlawful. By receiving this Presentation, you agree to be bound by the foregoing limitations. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. This Presentation does not constitute investment, legal, accounting, regulatory, taxation or other advice.