Consus Real Estate AG 17 April 2019 Disclaimer THIS PRESENTATION - - PowerPoint PPT Presentation
Consus Real Estate AG 17 April 2019 Disclaimer THIS PRESENTATION - - PowerPoint PPT Presentation
2018 Full Year Results Presentation Consus Real Estate AG 17 April 2019 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
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
- f 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“
- r "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
- ther 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.
Consus Real Estate AG
Disclaimer
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.
Consus Real Estate AG
Index
Section Page
- I. 2018 Financial and Strategic Highlights
6
- II. Development Portfolio Update
9
- III. Financial Results 2018
18
- IV. General information & Outlook
26
- V. Appendix
29
4
Titel
Consus Real Estate AG
- I. 2018 Financial and Strategic Highlights
Consus Real Estate AG
- I. FY2018 Financial and Strategic Highlights
2.
Financial Highlights
6
Strong Consus 2018 Business Performance – Reported revenue of € 615m – Adjusted EBITDA (pre-PPA and one-offs) of € 204m – Operating cash flow of € 132m – Pre-payments received on development projects of € 356m – Gross debt excluding SSN transaction reduced from € 1,588m to € 1,191m – 2018 targets achieved
1.
Portfolio Highlights
Completed transition to Pure Play residential focused development – Number 1 real estate developer in Germany’s top 9 cities Acquisition of SSN with GDV of € 3.5bn Acquisition of additional development projects with a GDV of € 1.6bn Stake increase in CG Gruppe AG from 59% to 75%(1) Divestment of commercial buy-and-hold assets and GxP stake above book value
(1) On fully diluted basis. Acquisition payable in stages
Consus Real Estate AG
- I. FY2018 Financial and Strategic Highlights
3.
Strong Q1 performance
7
Three further forward sales with a GDV of EUR 170m Two further LOI under negotiation One project sold and one under LOI to rebalance portfolio and reduce high cost debt Further pipeline projects identified
4.
Outlook confirmed
Target EUR 450m Adjusted EBITDA in 2020 Target Net Debt / Adjusted EBITDA of c.3x in the medium term Target Adjusted EBITDA margin of 20%
(1) As of 31 Dec, 2018, including SSN Group; Includes three projects signed but not yet closed. On a 100% basis; (2) Includes LOI of €68m, and LOI under negotiation of €498m and pre-sold condominiums of €151m
2.
Financial Highlights
Business strengthened with SSN acquisition – Total GDV of € 9.6bn(1), with € 2.5bn(2) of forward sales contracted/LOI – Full year pro forma revenue of € 656m driven by strong forward sales – Full year pro forma adjusted EBITDA (pre-PPA and pre-one-offs) of € 253m – Full year pro forma adjusted net income of € 73m – Total GAV of € 2.4bn; estimated market GAV of € 2.8bn – Total equity of € 1,163m – Net debt of € 2,104m – Net debt /estimated Market GAV of 75% as of 31 December
Titel
Consus Real Estate AG
- II. Development Portfolio Update
Consus Real Estate AG
- II. Consus is a leading real estate developer in Germany
The leading property developer in Germany’s top 9 cities
(1) Bulwiengesa study based on projects until 2023; Consus’ long-term projects that will be completed after 2023 such as Hamburg Holstein and Stuttgart Vaihingen are not included; Current total development area of 2.1m m2 (2) As of 31 Dec, 2018, including SSN Group; Includes three projects signed but not yet closed. On a 100% basis (3) Post GDV reduction by € 122m through sales of Xberg and HAU BT 4-6 in December 2018
Consus has achieved a sizeable portfolio of projects....
4.6 9.6 0.7 0.9 3.5
1 2 3 4 5 6 7 8 9 10 GDV as of Dec 2017 Organic acquisitions H1 2018 Organic acquisitions H2 2018 SSN acquisition GDV (2) (3)
....still in ramp-up phase
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)
€bn
GDV: €9.6bn(2)
30% by GDV (~40-50% target)
Net Floor Area: 2.1m m2 (2)
25% by Net Floor Area
Development portfolio under construction
9
Consus Real Estate AG
- II. Unique and flexible forward sales business model
(1) As of 31 Dec, 2018, including SSN Group; 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
+ € 2.5bn already forward sold(2) (24%) + € 1.8bn outright sale (incl. LOI signed) pre-construction (18%) + € 3.4bn to be forward sold (37%) € 7.6bn of entire GDV with forward sales approach (80%)
Portfolio with increased share of Forward Sales
Project City Year multiple Cologneo I Corpus Cologne 2018 25.9x Vitopia Kampus Kaiserlei (G, H) Frankfurt 2018 25.3x Carré Löbtau Dresden 2018 24.0x Ernst-Reuter-Platz Berlin 2017 22.8x
€2.5bn(2)
Forward sold 71% LOI under negotiation 20% Condo sales 6% LOI signed 3%
10 GDV: €9.6bn(1)
Target Forward Sales 35% Forward Sold(2) 26% Condominium strategy 20% 80% with forward sales approach; 33% of which is already forward sold or under LOI(2) Outright sale/- LOI signed 18%
Forward sales multiple achieved on recent transactions Institutional purchasers in 2018 + 2019 YTD
Consus Real Estate AG
- II. Robust development portfolio in top 9 cities
Consus with 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) As of 31 Dec, 2018, including SSN Group; Includes three projects signed but not yet closed. On a 100% basis; 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
11
Leipzig/Erfurt GDV in €m: 1,277 Area in k m²: 534
- Avg. Sales Price:
2.390 % of total GDV: 12% 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: 1,928 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: 227
- Avg. Sales Price:
5.183 % of total GDV: 13% 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: 1,716 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: 476 Area in k m²: 67
- Avg. Sales Price:
7.078 % of total GDV: 5% Projects: 3
Consus Real Estate AG
- II. Balanced distribution of properties to be developed in the short
and medium term
# Entity Project Name City GDV in €m % of Total GDV % Residential Net floor area in m² Status Primary Exit Strategy Development Time-frame 1 Garden Campus Stuttgart 979 10% 79% 186,581 Planning FW 2020 – 2025 2 416 (Freiladebahnhof)* Leipzig 884 9% 53% 267,941 Planning FW 2020 – 2025 3 Holsten Quartiere Hamburg 878 9% 71% 145,749 Planning FW 2021 – 2026 4 Cologneo I Cologne 389 4% 37% 90,607 Construction Partly FW Sold 2018 – 2021 5 Quartier C Karlsruhe 371 4% 64% 111,249 Planning FW 2021 – 2025 6 The Wilhelm Berlin 366 4% 85% 17,720 Construction Condo 2018 – 2021 7 Neuländer Quarree Hamburg 357 4% 37% 81,315 Planning FW 2020 – 2023 8 Cologneo II Cologne 351 4% 64% 71,583 Planning FW 2022 – 2025 9 Covent Garden Munich 297 3% 93% 26,952 Planning FW 2020 – 2022 10 Frankfurt Ostend Frankfurt 283 3% 54% 39,000 Planning FW 2021 – 2023 Top 10 5,154 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
12
* Signed sale contract
€9.6bn(1)
64 projects
Residential 60.3% Other 7.4% Retail, Office & Hotel 32.3%
Commercial segment linked to residential projects sold as a combined portfolio (1) As of 31 Dec, 2018, including SSN Group; Includes three projects signed but not yet closed. On a 100% basis
Consus Real Estate AG
- II. Strong track record of > € 450m forward sales and achieving
substantial development milestones in 2018
» A well-known institutional investor acquired part of the ‘Cologneo I’ mixed quartier development for €241m with an additional upside of up to €36m (+15%) if rents above current market rent will be achieved
City/Project KPIs Pictures
GDV € 846m Completion 2021 to 2025 Asset type Mixed Area (sqm) 184,790 » Historical residential project in sought after quarter Frankfurt Westend with current sales process progressing well with c. 77% of condominiums already sold
Delivery Construction Development / Forward sale Acquisition
GDV € 92m Completion 2020 Asset type Residential Area (sqm) 9,108 GDV € 57m Completion 2020 Asset type Residential Area (sqm) 11,054 GDV € 145m Completion Sold Asset type Mixed Area (sqm) 59,591 » Successful ground breaking for 141 apartments with a size ranging from 35 to 161 sqm in Charlottenburg » The project has been forward sold to an institutional investor
2020
Cologne, Cologneo I-III Frankfurt, Grand Ouest Berlin, Ernst-Reuter- Platz Berlin, HAU & X-Berg » Consus sold the plot to a commercial real estate developer with a significant gain to focus on its core competencies in residential property development
Sales Status
Forward Sold for €241m Condo Sales at c. 77% Forward Sold for
- c. €60m
Significant gain realized » Currently the building plan is intended to be extended with the local authorities to increase the constructible area » The entire Kaiserlei Quartier represent a GDV of around €409m with the largest part of the project being placed with a pension fund at the end of 2017 GDV € 95m Completion 2020 Asset type Commercial Area (sqm) 18,686 Forward Sold for up to €95m GDV € 70m Completion 2021 Asset type Residential Area (sqm) 13,985 Forward Sold for
- c. €70m
» In the city center of Mannheim a new hotel and office building in the up-and- coming Mannheim business district is currently being developed » The project was forward sold at the end of 2018 to a well-known institutional purchaser Mannheim, No.1 Frankfurt, Campus Kaiserlei (BT G,H) GDV € 38m Completion 2019 Asset type Residential Area (sqm) 10,400 Forward Sold for
- c. €38m
» A well-known institutional investor purchased the Carree Löbtau development for €38m with an additional upside of up to 12%, if rents above current market rent will be achieved Dresden, Carree Löbtau
13
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
- II. Forward sales update Q1/Q2 19; continued progress in Q1
City / Project KPIs Pictures Delivery Construction Development / Forward sale Acquisition Sales Status
GDV € 57m Completion 2020 Asset type Mixed Area (sqm) 16,869 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 (sqm) 267,941 Outright 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 (sqm) 11,268 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 € 41m Completion 2021 Asset type Mixed Area (sqm) 12,311 Forward Sold for
- c. € 40m
Leipzig, Dessauer-/ Hamburger Str. Q1’19 Forward Sold for
- c. €64m
» LOI in negotiation for a residential development with 107 city apartments in the Stuttgart region for approx. € 50m. Böblingen is home to the largest Mercedes factory globally. GDV € 50m Completion 2020 Asset type Mixed Area (sqm) 8,955 LOI in neg. Stuttgart region, City-Carré Böblingen Q2’19 » 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 Mixed Area (sqm) 14,782 LOI signed Dresden, Palaisplatz Neubau Q2’19
14
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.
- II. Potential new project acquisitions
City / Project KPIs Pictures Delivery Construction Development / Forward sale Acquisition
GDV € 147m Completion 2023 Asset type Mixed Area (sqm) 30,915 Cologne area, Bergisch Gladbach Wachendorff Quartier GDV € 82m Completion 2023 Asset type Residential Area (sqm) 17,148 Erfurt, Braugold Quartier » Large quartier development in suburb of Stuttgart in the form of a "Zero Energy District“, combining flexible forms of living and work. GDV € 275m Completion 2024 Asset type Mixed Area (sqm) 73,360 Stuttgart area, Otto-Quartier Wendlingen
15
Pipeline of new projects continually being evaluated to replace projects sold and developed
Consus Real Estate AG
- II. Competitive advantage through scale and digitalisation
Quartiers overview Digitalisation
» Digitalized offering to include component catalogue, procurement platform, floor plan generator and configurator » Further supported by the recent acquisition of the PropTech company DIPLAN » 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 » Setting up a highly automated pre-fabrication plant in Erfurt in partnership with European Modular Constructions GmbH » Large plant for construction elements » Targeted to start production in 2020 with focus on massive concrete parts
Introduction of new building standards Digital construction and development platform Pre-fabrication operations with partner I II III
Garden Campus GDV: €979m Area: 186,581m² Completion: 2025 City: Stuttgart Asset type: Mixed Holsten GDV: €878m Area: 145,749m² Completion: 2026 City: Hamburg Asset type: Mixed Cologneo I + II GDV: €389m / €351m Area: 90,607m² / 71,583m² Completion: 2021 / 2025 City: Cologne Asset type: Mixed Quartier C GDV: €371m Area: 111,249m² Completion: 2025 City: Karlsruhe Asset type: Mixed
16
Save up to 6 months in the development timeline(1) Reduce labour costs per m2/ concrete(1) Currently 20 projects using BIM and all new projects to implement Wall units up to 30% cheaper than market price level(1)
(1) Based on management estimates
Titel
Consus Real Estate AG
- III. Financial Results 2018
Consus Real Estate AG
- III. FY2018 Key group metrics
18
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 Operating Cash Flow Prepayments Received 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
Consus Real Estate AG
- III. 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
FY 2018 gross debt by entity
Entity Outstanding gross debt Consus Real Estate AG incl. SSN Acquisition Facility 493 CG Gruppe 948 SSN 755 Total 2,196 €m 1,588 1,520 1,283 1,269 1,191 250 755
- 500
1,000 1,500 2,000 2,500 Dec-17 Mar-18 Jun-18 Sep-18 Dec-18 Consus SSN Acquisition Facility SSN 2,196
Gross debt evolution Comments
8.1% average cost of debt
Consus Real Estate AG
- III. Consolidated FY 2018 financials PF for SSN –
Income statement
20
- Total PF income of EUR 656m reflects strong
forward sales and construction ramp up in 2018
- Includes Consus sale of its separate
commercial buy-and-hold operations
- Other operating expenses include significant
consulting fees which are mainly due to portfolio transactions incl. SSN acquisition, transition to IFRS and first time consolidations
- Includes derivative income from Consus
convertible bond driven by share price development
- Financial expenses relating to both group and
project level financing
- PPA Adjustments reverse all effects resulting
from revaluation of inventories and contractual assets & liabilities from any business combinations
- One-offs which are not capitalized and which
have an extraordinary character either in their nature or in their amount, and covers all Group entities.
2. 3. 4.
Income Statement Comments
in k € FY 2018 Consus Reported FY 2018 Consus PF SSN Income from letting activities 32,796 29,659 Income from real estate inventory disposed of 163,515 163,515 Income from property development 408,461 443,830 Income from service, maintenance and management activities 10,199 18,565 Total income 614,971 655,569 Change in project related inventory (147,352) (31,464) Overall performance 467,619 624,104 Expenses from letting activities (16,083) (14,741) Cost of materials (285,600) (367,182) Valuation result 25,631 25,631 Net result from the disposal of investment properties
- 529
Other operating income 13,241 14,113 Personnel expenses (36,911) (50,995) Other operating expenses (59,997) (75,989) EBITDA 107,901 155,470 Depreciation and amortization (2,175) (3,026) EBIT 105,726 152,444 Financial income 4,620 11,467 Financial expenses (121,834) (209,783) EBT (11,488) (45,872) Income tax expenses 11,192 21,617 Net income (Earnings after taxes) from continued operations (296) (24,255) Net income (Earnings after taxes) from discontinued operations 1,464
- Consolidated Net income
1,168 (24,255)
2. 4. 1. 5. 5. 6.
in k € FY 2018 Consus Reported FY 2018 Consus PF SSN EBITDA 107,901 155,470 PPA Adjustments 82,262 82,262 One-off expenses 13,493 15,458 Adjusted EBITDA(1) 203,656 253,190
Adjusted EBITDA Bridge
7. 6. 7.
(1) EBITDA adjusted for Purchase Price Allocation (“pre-PPA”) and one-off expenses
1. 3.
Consus Real Estate AG
- III. Consolidated FY 2018 financials PF for SSN –
Balance sheet: Assets
21
- Investment properties include yielding
properties within large developments
- Goodwill includes EUR 304m from the
acquisition of the SSN Group
- Contract assets are for projects forward sold,
and reflects revenue recognised minus prepayments – i.e. net contract assets
- Work-in-progress is projects not yet forward
sold
Comments Current & Non-current Assets
in k € FY 2018 Consus Reported Investment property 328,027 Property, plant and equipment 8,771 Goodwill 1,032,480 Other intangible assets 6,158 Investments accounted for using the equity method 21,590 Receivables from related parties
- Financial assets
10,037 Other assets
- Contract assets
235,011 Deferred tax assets
- Total non-current assets
1,642,073 Work-in-progress incl. acquired land and buildings 1,830,487 Trade and other receivables 53,933 Receivables from related parties 62,853 Tax receivables 8,644 Financial assets 38,439 Other assets 15,499 Contract assets 190 Cash and cash equivalents 91,603 Assets held for sale 1,329 Total current assets 2,102,977 Total assets 3,745,050
1. 3. 4. 3. 4. 2. 3. 1. 2.
Consus Real Estate AG
- III. Consolidated FY 2018 Financials PF for SSN –
Balance sheet: Equity and Liabilities
22
- Gross Debt and Net Debt are EUR 2,196m
and EUR 2,104m respectively, with gross debt of EUR 948m at CG and EUR 775m at SSN
- Total equity of EUR 1,163m
- Liabilities to related parties include €21m of
2020 Facility with Aggregate
- Contract liabilities of EUR 45.9m reflect
prepayments received before revenue is recognised
Comments Equity and liabilities
in k € FY 2018 Consus Reported Subscribed capital 134,040 Capital reserves 904,233 Other reserves (27,363) Non-controlling interest 151,629 Total equity 1,162,539 Financing liabilities 1,049,150 Provisions 1,712 Other liabilities 15,017 Contract liabilities
- Deferred tax liabilities
114,380 Total non-current liabilities 1,180,259 Financing liabilities 1,146,374 Provisions 4,735 Trade payables 41,913 Liabilities to related parties 43,196 Tax payables 44,389 Other liabilities 75,771 Contract liabilities 45,872 Total current liabilities 1,402,251 Total liabilities 2,582,510 Total equity & liabilities 3,745,050
1. 1. 2. 1. 2. 3. 4. 3. 4.
Consus Real Estate AG
- III. Consolidated FY 2018 Cash Flow statement –
strong operating cash flow
23
- Limited depreciation and amortisation
- Gains on investment property include realized
- n existing and disposal of properties
- Portion of interest is accrued
- Significant positive working capital movement
- Key driver of positive working capital is
increase in funds received from prepayments in forward sales
- Strong operating cashflow
- Positive impact from investing activities
reflects nets proceeds from acquisitions and sales
2. 3. 5.
Cash flow Comments
in k € FY 2018 Consus Reported Profit (loss) before tax (11,488) Depreciation and amortisation 2,175 Depreciation and impairment of property, plant and equipment 1,698 Amortisation and impairment of intangible assets 477 Valuation gains (28,524) Valuation gains on financial assets (2,893) Valuation gains on investment property (25,631) Financial expenses (income) 117,214 Financial income (4,620) Financial expenses 121,834 IFRS 15 transition adjustments (8,424) Other non cash adjustments 2,230 Other working capital adjustments 66,354 Decrease / (increase) in rent and other receivables 21,909 Decrease / (increase) prepayments, accrued income and other assets (18,581) Decrease/ (increase) in inventories and contractual assets (333,149) (Decrease) / increase in prepayments 356,326 (Decrease) / increase in trade, other payables and accruals, contractual liabilities and other liabilities 39,849 Income tax paid (7,525) Net cash flow from operating activities 132,012 Net cash flow from investing activities 25,195 Net cash flow pre-financing activities 157,207
2. 6. 1. 7. 7. 1. 4. 3. 4. 6. 5.
Consus Real Estate AG
- III. Simplified group structure
24
Legend Shareholder Debt facility Operating SPVs Consus
- wnership
Note: Simplified structure on a 100% basis. Debt as of 31 Dec 2018 pro forma for SSN acquisition (1) Estimated market GAV as of 31 Dec 2018; (2) Includes €33m of debt at Pebble Investment GmbH level (100% owned by Consus), €21m of 2020 Facility with Aggregate, and €15m of other debt; (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
- f 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%
Gröner(4) Consus CG Gruppe SPVs 52 projects Consolidated GAV(1)
- est. €2.8bn
SSN Acquisition Facility: €250m Convertible: €194m Other debt: €70m(2) CG Development and Construction Debt: €948m SSN Group SPVs 12 projects SSN Development and Construction Debt: €755m Aggregate Other shareholders 75.0%(3) ~57% ~43% 93.4%5
Titel
Consus Real Estate AG
- IV. General information & Outlook
Consus Real Estate AG
- IV. Guidance Overview
Overview of Key Financials Comments » Total amount of projects increases to 64 with a development timeline until 2026 » GDV going forward influenced by timings
- f acquisitions and disposals
» 2020 Adjusted EBITDA target increased from €300m to €450m post SSN acquisition » Deleveraging planned following acquisitions » SSN projects target Adjusted EBITDA margin in- line with Consus margin » Expected tax rate ~30% Target Medium-term Net Debt / Adjusted EBITDA
» ~ 3x
Target 2020 Adjusted EBITDA
» €450m
Gross Development Volume (GDV)(1)
» €9.6bn in total
Target Adjusted EBITDA margin
» c. 20%
(1) As of 31 December 2018, including SSN Group; Includes three projects signed but not yet closed. On a 100% basis
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Consus Real Estate AG
- IV. General Information – Stock Performance
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Events
14-16-May-2019 UBS Pan-European Small & Mid Cap Conference Jun-2019 DB Access Conference 12-Jun-2019 Quirin Champions (Quirin Bank)
Financial Calendar
19-Jun-2019 Publication of Consus Q1 Interim Statement 26-Jun-2019 Consus Annual Shareholders Meeting 19-Sep-2019 Publication of Consus Half Year Results
Consus Share
ISIN WKN DE000A2DA414 A2DA41 Number of Shares 134,526,580 Market Segment Deutsche Börse Scale m:access Stock Exchanges Xetra, München, Frankfurt Indices E&G-DIMAX Market cap.(2) € 908m Analysts 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 16 April 2019
50 100 150 200 250 300 350 400 5.00 6.00 7.00 8.00 9.00 10.00 Oct 2018 Oct 2018 Nov 2018 Dec 2018 Jan 2019 Feb 2019 Mar 2019 Volume Price (€) Apr 2019
Titel
Consus Real Estate AG
- V. Appendix
Consus Real Estate AG
Consus has 20+ years of experience in the real estate development business in Germany
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(1) Controlling and majority shareholding in CG (incl. mandatory convertible) – on a fully diluted basis (2) Includes 5 new projects with a total GDV of €750m that have been secured from 16 April 2018
1995 Foundation of CG Group 2007 2007: Start Project development 2009 2009: First forward sales to institutional purchasers 2010: Started expanding in Germany 2010 2017 Aug 2017: Acquisition of majority stake in CG 2018 Q1 2016 Significant investment in CG by Aggregate Nov 2017: Issue of €200m convertible bond Dec 2017: Consus stake in CG increased to 59%(1) April 2017: Listed Consus Dec 2017: €680m forward sale April 2018: €750m development growth(2) June 2018: Equity raise of €131m to support growth plans August 2018: Agreed to increase stake in CG up to 75%(1) November 2018: Acquisition of SSN Q4 2018: Consus signed forward sale agreements with a GDV of €443m 2019 Q1 2019: Consus signed 3 forward sale agreements with a GDV of c. €170m
Consus Real Estate AG
- V. Illustrative example of the PPA adjustment mechanism
50 60 120 10 50 10 Construction cost till Consus acq. Developer margin till Consus acq. Fair value / Price paid by Consus 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: 10 + 10 = 20 » Cash inflow for CG Gruppe / Consus: 20 » Effective margin for Consus: 20 – 10 = 10
Illustration: Consus accounting for inventories acquired at CG Gruppe acquisition
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Consus Real Estate AG
- V. Exposure to Germany’s favourable macro conditions in highly
attractive locations Attractive housing sector fundamentals in the strongest European economy
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
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Consus Real Estate AG
- V. Exposure to Germany’s favourable macroeconomic conditions in
attractive locations Excellent business opportunity for residential developers
» 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 » Residential market is highly undersupplied due to population growth and low construction activities » With c. 285,000 completed apartments in 2017, supply is still below the annual requirement of c. 400,000 apartments(2)
…and provides market opportunities for developers(3) Supply mismatch led to rising rents and declining vacancies…(1)
2,966 2,813 €/m2
(1) Empirica, CBRE (2) Welt.de –Real Estate (3) Statistisches Bundesamt, Savills, UBS Research, Destatis/Empirica
2
€/m2 1,500 2,000 2,500 3,000 3,500
Construction Cost (Land & Construction Cost) Condominium Prices
1.0% 2.5% 4.0% 5.5% 4.0 5.0 6.0 7.0 8.0 Rent Price (€/m p.m., LHS) Vacancy Rate (%, RHS)
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
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