ADLER Group SA

ADLER Group SA

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Q3 FY2025 · Earnings Call TranscriptNovember 27, 2025

Operator

Ladies and gentlemen, welcome to the Adler Group Q3 2025 Results Investor Conference Call. I am Valentina, the Chorus Call operator.

I would like to remind you that all participants will be in listen-only mode and the conference is being recorded. The presentation will be followed by a Q&A session.

You can register for questions at any time by pressing * and 1 on your telephone. For operator assistance, please press * and 0.

The conference must not be recorded for publication or broadcast. At this time, it's my pleasure to hand over to Julian Mahlert, Head of Investor Relations and Communication at Adler Group.

Please go ahead.

Julian Mahlert

Thank you, Valentina. Good morning, everyone, and thank you for joining us for the Adler Group Q3 2025 results call.

Speakers today, as usual, are our CEO, Dr. Karl-Reiner Huber, and our CFO, Thorsten Arsan.

Both will lead through today's presentation and then answer your questions. Also please note that this call is being recorded and will be made available on our website, where you can also find today's presentation.

For me, today will be my last results call with you as I am leaving Adler Group by the end of November, after six eventful years. I have always appreciated working with you, and it has been an honor to be part of this great team.

As such, and with great confidence, I will hand over my responsibilities to my successor, Sven Döbbeling, our Head of Finance, whom some of you already know. You will find his contact details on the last slide of the presentation.

With that, I'll hand it over to Karl.

Karl Reinitzhuber

Good morning, everyone, and thank you, Julian. Thanks, Julian, for your knowledgeable and effective handling of your role as Head of Investor Relations.

It has been instrumental in securing a smooth and dependable communication for Adler Group. Now, before we start with the Q3 numbers, let me give you an overview of our recent asset disposals on page 4.

As communicated before, in the third quarter, we fully completed the disposal of our North Rhine-Westphalia portfolio holding entities. We exercised the put option in order to transfer the remaining 10.1% stake in the respective PropCos to the buyers, Orange Capital Partners and One Investment Management.

The closing occurred in August and the net proceeds of €21 million were fully returned to the investors of our first lien. We also continue to make good progress on the disposals of our development projects.

In the third quarter, we executed and completed the transactions of Colonia 3 and The Wilhelm in Berlin. The net proceeds were also returned to the first lien holders.

We have made further significant progress with additional disposals post the Q3 balance sheet date. First, we notarized the sale of the Holsten Quartier to a Hamburg consortium consisting of Quantum and HanseMerkur Grundvermögen in cooperation with the Hamburg-based housing provider SAGA at Q2 2025 book value.

We expect the transaction to be completed in the first quarter of '26. We are very pleased with the sale of this project, which, with its exceptional size and location in Hamburg, is obviously one of the most prominent projects in our portfolio.

Second, we sold the Kaiserlei development project in Offenbach to the Frankfurt Housing Association ABG. Closing of this transaction is expected for early '26, if not earlier.

Third, we have signed the sale of the Düsseldorf-based development project Benrather Gärten to Instone Real Estate at Q2 2025 book value. We expect the closing of this transaction by the end of this year.

We expect more signings before year-end or in Q2 2026. We'll then inform and alert you on this.

Now, as we experience good momentum in the disposal of our developments, let me elaborate a bit on the market environment for residential development and new building in Germany. My perception is that the framework for resi developers has somewhat stabilized over the recent months, and a higher degree of certainty and less fear of adverse changes in the market prevails.

The average price for new residential units in Germany is up around 3% compared to last year. The time to market for sale of condo units is slowly but steadily decreasing.

I could witness in some of our development sales processes that the municipalities are increasingly supportive to enable residential developments and acknowledge the more challenging environment for financially successful projects compared to four or five years ago. Construction costs seem to flatten, and bank financing has come through for the buyers of our projects.

All buyers of Adler developments will now engage in zoning and permitting processes and will then execute construction themselves. There is no buyer with speculative intent behind the acquisition of the project or land plot.

Now, all of this is not to say that we expect significant uplift in the pricing of our remaining developments over the coming year, but we have proven that we can sell even complex assets like Wilhelm in Berlin or Kaiserlei in Offenbach to experienced and well-financed buyers in what continues to be a challenging market. Now, I attribute our ability to do all these transactions also very much to the excellence and tenacity of our sales team, which works closely with the best local brokers.

We run very focused and competitive sales processes and execute on transactions once we have reached the best possible outcome. Now, in terms of smaller yielding asset sales, we continued the disposal of our non-core assets in Eastern Germany, thereby reducing the remaining units from 162 down to 117.

Further disposals of these non-core assets are in the pipeline. We also took the opportunity to dispose 32 condominium units in Berlin for a total sales price of €9 million.

With €245 million, our disposal holdback basket remains almost fully filled, unchanged versus three months ago. Now moving on to page 6.

On the financials, our net rental income came in at €101 million for the first nine months. Compared to the prior-year period, net rental income decreased as a result of the disposals of BCP and the North Rhine-Westphalia portfolio.

The decrease was partly compensated by rent increases realized on the remaining assets. We are well on track to reach our 2025 net rental income guidance in the range of €127 to €135 million.

The adjusted EBITDA from rental activities amounted to €58 million, with the margin slightly improved compared to last year. The adjusted EBITDA total was negative as the development segment did not contribute positive earnings.

As more and more development projects are being sold and the organization is becoming smaller, the negative financial impact from the development business will become smaller as well. Our group's equity position stands at €0.9 billion.

The LTV increased slightly to 73.5% in line with our expectations. Our cash position amounts to €241 million.

Thorsten will provide more color on financials later in the presentation. Our Berlin-anchored assets continued its strong operational performance, fully in line with what we have seen throughout the year.

We achieved 3.2% like-for-like rental growth on a year-to-year basis. This was supported by an increase on current rental contracts and ongoing reletting activities.

We have a closer look at all KPIs on the following slides. Then let's proceed to portfolio and operational performance on page 8.

At the end of September 2025, we had 17,695 rental units. It's a marginal decrease of 77 units compared to June, driven by the disposals in Q3, which I mentioned before.

As a reminder, our portfolio is fully Berlin-anchored with more than 99% Berlin assets. Only 117 units are located outside of Berlin, and we expect to sell these units within the coming quarters.

In terms of value, the GAV of our yielding portfolio remained stable at €3.5 billion. This reflects no change from the prior period as there were no revaluation and only limited disposals during the third quarter.

The GAV per square meter increased slightly to €2,847, up from €2,843 in Q2. Let's now move on to page 9 to further discuss our operational KPIs.

We achieved 3.2% like-for-like rental growth year on year. This is lower than the 4.1% we reported last year, which is explained by the timing of Mietspiegel-related adjustments in 2023 and 2024.

As expected, we realized like-for-like rental growth well in our target zone of around 3% per year. Rent increases for almost 3,000 rental units became effective in the third quarter.

Over the last 12 months, we have increased the rents of 50% of our residential units, thereof half CPI-indexed and half Mietspiegel-based leases. The rental growth of 3.2% is a healthy and sustainable level that reflects increases on our current rental contracts, as well as ongoing reletting activities.

We are confident to report a rental growth number north of 3% at the year-end 2025. Our average rent increased from €7.71 per square meter per month reported a year ago to €8.52 in September 2025.

This growth is largely driven by the disposal of the North Rhine-Westphalia portfolio, which had structurally lower rents compared to our Berlin assets. These units were still included in the prior-year figures.

On a like-for-like comparable basis, the average rent grew from €8.24 to €8.52 per square meter per month. Turning to vacancy, our operational vacancy rate remains at a very low level of 1.6%, slightly down from 1.7% a year earlier.

This confirms the continuous demand for rental apartments in Berlin driven by continued population growth and a very limited new housing supply. Now I would like to hand it over to Thorsten, who will walk you through the financials starting on page 11.

Thorsten Arsan

Thank you, Karl, and also a warm welcome from my side. At the end of September 2025, our yielding portfolio was valued at €3.5 billion, and our development portfolio at around €700 million based on externally appraised values.

This brings our total GAV to €4.2 billion, slightly down from €4.3 billion at the end of June 2025. This change was primarily driven by the disposal of the two development projects, Colonia 3 and The Wilhelm, both of which were signed and transferred to the respective buyers during Q3 as stated earlier.

In yielding assets, there was a slight decrease in value resulting from disposals of 45 of the remaining rental units based in Eastern Germany and 32 condominium units in Berlin. These disposals reduced the GAV only marginally.

Also, in the GAV overview, we marked the value of the Offenbach Kaiserlei project down to the notarized sales price level. With that, all development projects which were sold post the Q3 balance sheet date are reflected with their agreed price within our Q3 financials.

Let's now move on to the financing section on page 12. Let me briefly walk you through the debt repayments update.

As we continue to use the ongoing inflow of disposal proceeds to deleverage our capital structure. Over the past quarter, we made further partial redemptions under the first lien new money facility, returning a total of €87 million to investors of the first lien notes.

These repayments were fully funded by asset sales, both smaller yielding asset disposals in Berlin and completed development project sales. There is more in the pipeline in terms of expected net proceeds when looking at the recently signed, more sizable project disposals, such as Holsten Quartier, Offenbach Kaiserlei, and Benrather Gärten, which we expect to close in the coming months, if not weeks.

Turning to the 2026 maturities, the remaining €50 million Adler Real Estate bond falling due in April 2026 is expected to be repaid from additional disposal proceeds in line with the new money facility. We also successfully completed the extension of a €9 million secured bank loan, extending the maturity from March 2026 to Q4 2028.

This is another good example of constructive discussions with our lending banks, especially where assets in Berlin provide strong collateral. For the remaining €90 million of 2026 bank maturities, discussions are ongoing.

These are standard bilateral talks with the respective lenders, and based on the tone so far, we expect to reach prolongation agreements well ahead of maturity. Overall, the picture remains unchanged: with the continuous inflow of disposal proceeds and the supportive dialogue with the banks, the 2026 maturity profile is largely addressed, and we remain focused on reducing the first lien facility with further disposal proceeds.

Let's now move on to page 13 and take a look at our current debt KPIs. Following the further partial redemption of the first lien new money facility in Q3, our total nominal interest-bearing debt decreased to €3.7 billion, down from €3.8 billion in June.

Our LTV increased slightly to 73.5%, as we had expected. The weighted average cost of debt remains unchanged at 7.1% at the end of September, and our average debt maturity is around 3.6 years, with the vast majority of our financing maturing only in 2028 or later.

Let me add one minor update on the ratings: based on our request, S&P withdrew its rating on the remaining Adler Real Estate 2026 notes. There is no obligation to maintain this rating, and given the very small outstanding nominal amount, we decided to discontinue it for reasons of cost efficiency and structural simplification.

All other ratings, including the issue rating of B- with stable outlook, remain unchanged. Let's turn to the debt maturity schedule on page 14.

The debt maturity picture looks largely unchanged compared to three months ago. As told in the last quarter, there is no outstanding financial debt maturing this year.

Looking ahead, our next significant maturities in 2026, where we have a total of €42 million due, comprising €50 million of the remaining Adler Real Estate bond maturing in April '26, which is expected to be repaid using disposal proceeds, €9 million of the remaining €27 million of bank debt were already extended after the end of Q3, leaving €19 million with maturity not before October 2026. Discussions with the lenders of the 2026 bank maturities are ongoing, and we are confident that these will be addressed well ahead of maturity.

As you can see on this slide, 97% of all our financial debt matures only in 2028 or beyond. Let's turn to the LTV on the next page, page 15.

As anticipated, the LTV increased this quarter by 140 basis points, mainly due to the usual impact from interest expenses, both paid and accrued. Other movements, such as CapEx expenses for our yielding and development asset portfolio, canceled out with various smaller effects.

As always, as a reminder, kindly notice that our bond covenant LTV with a threshold of 90% is calculated differently, leading to a lower figure than stated here. Let's continue with cash on the next page, page 16.

At the end of the third quarter, our cash position stood at €241 million, in line with our expectations. As you might know, we invest our cash holdings usually in money market funds and call money in order to generate interest income.

You see the development of the cash position in the usual format on this slide. On the cash inflow side, we realized proceeds from various disposals, as discussed earlier.

Yielding asset disposals include proceeds from the second closing of the Cosmopolitan transaction, as well as from condominium and smaller asset sales. Development asset disposals include proceeds from completed sales of the Colonia 3 and The Wilhelm development projects.

These proceeds were largely returned to the investors of the first lien notes. The net decrease in our cash position resulted primarily from capital expenditures spent on our development assets, particularly construction activities around our forward sale projects, Ostforum in Leipzig and LEA in Frankfurt.

With that, back to you, Karl.

Karl Reinitzhuber

Thank you, Thorsten. Let me now conclude this presentation with some final remarks.

We confirm our guidance of a net rental income between €127 to €135 million for the full year 2025. Experts see a moderate improvement in the residential real estate market.

Last quarter, standing assets were perceived moving ahead, driven by strong rental growth. As I mentioned earlier, we now see a stabilization and soft improvement in the activities around developments and new building.

We are able to capture rental growth with our strong 3.2% like-for-like growth in line with our expectations, and we confirm our net rental income guidance for 2025. On the back of recent guidance provided by our peers, we expect a stable revaluation result for our Berlin portfolio for the full year 2025.

When it comes to the disposal of our development projects, we are making good progress as a credible and trustable partner, for example, with our successful disposals in Hamburg, Offenbach, and Düsseldorf. We do not face any material maturities of capital market indebtedness before the end of 2028.

Just as Thorsten said, 97% of our financial debt matures only in 2028 or beyond. It goes without saying that we remain focused on our comprehensive cost-cutting programs and budget discipline to ultimately preserve our liquidity position.

With that, I'd like to thank you for dialing in. We are now looking forward to your questions.

Julian, back to you for the Q&A.

Julian Mahlert

Thank you, Karl and Thorsten. I hand it over to our operator, Valentina, to open the Q&A, please.

Operator

Thank you. We will now begin the question-and-answer session.

Anyone who wishes to ask a question may press * and 1 on their telephone. You will hear a tone to confirm that you have entered the queue.

If you wish to remove yourself from the question queue, you may press * and 2. Questioners on the phone are requested to disable the loudspeaker mode and eventually turn off the volume from the webcast while asking a question.

Anyone who has a question may press * and 1 at this time. The first question comes from Emanuele Arnoldi from Barclays.

Please go ahead.

Emanuele Arnoldi

Thank you, Valentina, and thank you, Karl and Thorsten. Quick question.

I couldn't hear the comment that you made on the Holsten development asset in relation to the price. If you didn't do any comment, please just say so, in relation to the book value.

I wanted to ask, and it's the same question really, if we should take the I think it's €289 million value for non-current assets held for sale as a proxy of the sum of the prices for all these assets where you signed a document, or a purchase agreement, but you haven't yet closed the disposal? Thank you very much.

Karl Reinitzhuber

Okay. We do not publish the pricing for individual assets, but what we can say on Holsten is that we sell it at book value.

Yes, with the 289 comprising the assets that have been sold, but where the process is not closed, you're quite right on that. Thanks so much.

It would be the Holsten, the Kaiserlei, the other one that I always forget how it's called there... Holsten, Kaiserlei, Düsseldorf, and we still have, yes, Schwabenlandtower, Colonia [South?]

, yeah. Yeah.

That's what it is.

Thorsten Arsan

Emanuele, you are right. The €289 million are mainly the developments that we've signed and not closed yet.

Offenbach is not included, because that's something we basically signed after Q3. All other developments are mainly comprising the €289 million.

Emanuele Arnoldi

Thanks so much.

Karl Reinitzhuber

Okay. Yeah.

Let's say to be complete, right, we also have Grand Central, Eurohaus, and Upper Nord Tower within the 289.

Emanuele Arnoldi

Thank you again.

Operator

As a reminder, if you wish to register for a question, please press * and 1 on your telephone. The next question comes from Antonio Casari from Northlight Investment Services.

Please go ahead.

Antonio Casari

Hi. Thank you for taking my question.

Thank you very much to Julian and best of luck for next endeavors. It was really helpful, the dialogue with you.

Then my question is regarding the regulation. A few of your peers talked about this [Bauturbo?]

that is going to be put in place, and clearly is going to be in line with what you mentioned at the beginning of the presentation, but it would be interesting to have your perspective around that.

Karl Reinitzhuber

It was a bit difficult hearing you, but I understand your question is around the [Bauturbo?] , right?

Antonio Casari

Yeah. Yes, sorry.

Karl Reinitzhuber

Yes, what I can say from my observation in the disposal processes of our developments and the interaction with municipalities is that a number of municipalities are thinking about using the [Bauturbo?] on some of our disposal projects, at least for a part of the intended buildings within the project.

I have not seen a [Bauturbo?] yet, but I would expect that over the course of the coming year, we would see the first examples, particularly there where, let's say, the expected zoning for residential buildings is very clear and undisputed, and where the municipalities do not have to expect any, let's say, criticism from within the political environment in the city, or from neighbors or other stakeholders around these projects.

Antonio Casari

Great. Thank you very much.

Then the second question, relating to your forward sale and condominium, you mention a book value of €0.2 billion. I assume the list is only the three projects that are listed in slide 31, which has expected completion in 2026.

My question is, do we expect monetization of all of them in 2026? How much would be the cash proceeds from the disposals, since with forward sale and condominiums, there is a portion, I understand, that is paid as the project advances?

Karl Reinitzhuber

Yes. I cannot tell you, let's say, the individual expected cash-ins or the pricing.

What I can say is that on Ostforum, this will be disposed over the course of '26, and we will then eventually receive the full proceeds at closing. Now, it is slightly different with the two other projects.

With Hoym in Dresden, this one has been pre-sold, and we have received progress payments from the buyer, so that there would be still a rather small cash value coming in going forward. In the LEA at Frankfurt, out of 165 apartments, a bit less than 150 apartments have been sold, and progress payments have been received.

There are further progress payments to be received from these 150 owners over the course until completion, and we will sell the remaining around 15 apartments once the construction and the building is fully completed.

Antonio Casari

Perfect. Very clear.

Just to be clear, the €0.2 billion book value reflects the expectation of what in total you should cash in from forward sale and condominiums?

Karl Reinitzhuber

Yeah. This is, let's say, the gross value of these assets at this point in time.

The cash from the received progress payments has not been netted at this point.

Antonio Casari

Okay.

Karl Reinitzhuber

Or in this number.

Antonio Casari

Okay. Perfect.

Thank you very much.

Operator

The next question comes from Niki Kouzmanov from Jefferies. Please go ahead.

Niki Kouzmanov

Hi, good morning. Can you guys hear me?

Karl Reinitzhuber

Hear you well.

Niki Kouzmanov

Great. Thank you.

Thanks for taking my question. I think I wanted to ask more on the cost savings and G&A optimization and CapEx optimization, and the cash balance that we have at September, which is quite elevated, and the upcoming, as you mentioned, the additional disposal on the development side, which is going to further pay down the first lien.

I think the 1.5 lien has a non-call until February. Are there any sort of plans or thinking about refinancing and further optimizing the capital structure, especially if some of the CapEx for these developments, specifically the condominiums, is going to disappear once the projects are completed?

Then probably in relation to that, I think you referred to some early signs of warming up of the yielding transaction market in Berlin. At the last call, you mentioned you're doing sort of a soft marketing exercise to look at the value of the units in Berlin and how they could be disposed of.

Kind of these two things hand in hand together, is there any progress or update you can provide us on? Thank you.

Karl Reinitzhuber

Yes. First on your question what we are doing with regard to our Berlin portfolio, as I said, we are assessing our options, and no decisions are taken at this point in time, but we are working on it.

There is not more I can say with regard to your first question. Thorsten?

Yeah.

Thorsten Arsan

Thank you, Niki. I can basically touch or answer your question regarding potential refinancing.

With €3.7 billion of total debt and a weighted average cost of debt slightly above 7%, it's our utmost duty to always assess whether there are opportunities to refinance more attractively than currently. There are no specific plans right now.

We refinanced the 1L and the 1.5L in the first half of this year. As said, we are assessing all kind of opportunity, but there are no specific plans right now.

Niki Kouzmanov

Got it. Thank you very much, both.

Operator

Once again, to ask a question, please press * and 1 on your telephone. Ladies and gentlemen, that was the last question.

I would now like to turn the conference back over to Karl-Reiner Huber for any closing remarks.

Karl Reinitzhuber

Thanks everyone for joining today. We will publish our 2025 annual report on April 30, 2026, and the respective results presentation will take place on the same day.

Thorsten and I look forward to speaking to you then. All the best for everyone.

We close the call.

Operator

Ladies and gentlemen, the conference is now over. Thank you for choosing Chorus Call, and thank you for participating in the conference.

You may now disconnect your lines. Goodbye.