CORESTATE Capital Company Presentation - February/ March 2019

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CORESTATE Capital Company Presentation - February/ March 2019
CORESTATE Capital
Company Presentation

February / March 2019
CORESTATE Capital Company Presentation - February/ March 2019
Disclaimer

This presentation contains forward-looking statements that are subject to various risks and uncertainties.
Such statements are based on a number of assumptions, estimates, projections or plans that are inherently subject to significant risks,
as well as uncertainties and contingencies that are subject to change.

Actual results can differ materially from those anticipated in the forward-looking statements of CORESTATE Capital Holding S.A. (the
“Company”) as a result of a variety of factors, many of which are beyond the control of the Company, including those set forth from
time to time in the Company’s press releases and reports and those set forth from time to time in the Company’s analyst calls and
discussions. The company does not assume any obligation to update the forward-looking statements contained in this presentation.

This presentation does not constitute an offer to sell or a solicitation or offer to buy any securities of the Company, and no part of this
presentation shall form the basis of or may be relied upon in connection with any offer or commitment whatsoever. This presentation is
being presented solely for information purposes and is subject to change without notice.

      Glossary: € = Euro; $ = (US)Dollar; % = percentage; a = actual; acc. = according; adj. = adjusted; aggr. = aggregated; approx. = approximately;
                c(a) = circa; e = expected; (F)Y = (financial) year(s); H = half year(s); LTM = last twelve months; M = month(s); Q = quarter(s);
                k = thousand(s); m = million(s); bn = billion(s)

                                                                                                                                                        2
CORESTATE Capital Company Presentation - February/ March 2019
Agenda

    1. Business model and investment highlights
    2. Preliminary Results of FY 2018

                                                  3
A Fully Integrated and Specialized Real Estate Investment Manager

        > € 25bn                                                      > € 1.2bn
         Assets under                                                 Fund Volume
         Management                                                   in Real Estate
                                                                        Mezzanine

                               ~700 FTEs | 42 Offices | 7 Countries

           > 70%                        > € 5.5bn                      > 60%
          Real Estate                   Deal Pipeline in              Adj. EBITDA
        AuM in Germany                 selected countries               Margin

                                                                                       4
Attractive Offerings for our Clients in Various Asset Classes

                                                        Key product range

                Products
                                  Office          Residential           Micro Living              Retail              Mezzanine
                Return*          3.5% - 4%         4% - 4.5%              5% - 5.5%                5% - 6%             11% - 13%
One-Stop-Shop

                                                               Asset & Property Management
                integrated
                Platform
                                               Fundraising, Reporting, Risk Management, Financing etc.

                Clients /                                Semi
                Investors                                                Institutional           Retail
                                                     institutional

                                             Still underinvested asset allocation to (German) Real Estate (Δ c 35%)

                 * after costs

                                                                                                                                   5
Ample Room for External Growth

                                                Strict set of acquisition criteria drives approach to
                                                                   external growth

                                                                           new
                                                                        geography
   Sector consolidation driven by trend to                    new                    new asset
   bigger asset managers and increasing                     investors                  class
   regulatory costs (AIFMD)
                                                       Real
                                                      estate &                               cross-
                                                     complemen-                              selling
   European Real estate AM market is

                                                                        
                                                     tary AuMs                           opportunities
   fragmented: >90 asset managers with
   AuM below € 10bn

   Comprehensive and integrated multi-                      high % of
   boutique platform enables an efficient and               recurring               EPS accretion
   flexible dock process of new asset manager               revenues

                                                                                                         6
HFS: Profiting from Regulation and Supply/Demand Gap

Closing the funding gap for RE developments                    Helping to cope with large supply/demand gap

                                                                >1.4m missing homes in Germany by 2021
                          Post 2007
                                                                 (acc. to Federal Government)
          c 15%
                          Equity Buffer                         >800k missing homes in Top7 cities
             LTV
                                                                Numerous initiatives from the government to build new homes
          c 20%            Structural
             LTV          Funding Gap                 HFS       Annual need for c 380k new homes, but only c 250k built (2017)

       max 65%             Senior Debt
            LTV

                                                                HFS focusses in Germany on the big 7 cities (c 60%) and selected
                                                                 on prospering location in other metropolitan areas
   After financial crisis of 2007 banking regulation led to
    insufficient financing for RE devopement of max. 65%
    LTV (before up to 95%)

                                                                                                                              7
Management Team Realignment after Departure of Michael Bütter

                                                               Key Responsibilities                                Experience
                                                                 Investor Relations                                >17 years of CFO experience on
                                                                 Communications                                     board/senior management level
                                                                 Accounting and controlling                        Selected experience: Vonovia
                                                                                                                     Finance B.V, Vonovia SE,
                                                                 Corporate Finance                                  HypoVereinsbank AG
                                                                 HR, Legal, Risk & Compliance
         Lars Schnidrig
         CFO and interim CEO *                                   Business Development & M&A

                                                                 Deal sourcing                                     >27 years of executing Real estate
                                                                 Acquisition structuring                            transactions
                                                                 Transaction execution                             Selected experience: Cerberus
                                                                                                                     Capital Management LP, UniCredit
                                                                 Asset management
                                                                 Equity raising
         Thomas Landschreiber
         CIO & Co-Founder                                        Client relations

* Corestate terminated the employment of CEO Michael Bütter and revoked the employment contract by the end of 2018. Until further notice, CEO´s responsibilities will be
  assumed by Lars Schnidrig and Thomas Landschreiber. Lars Schnidrig temporarily assumes the function of the Chairman of the Management Board.

                                                                                                                                                                       8
Agenda

    1. Business model and investment highlights
    2. Preliminary Results of FY 2018

                                                  9
Highlights of FY 2018

      Q4-2018 with strong operations

      Sound organic growth in RE AuMs of >9%

      Guidance FY 2018 outperformed on all levels

      Hannover Leasing and HFS with record year

      De-leveraging into target range and balance sheet clean-up accomplished

      CRM acquisition and integration completed

      Increase of distribution reiterated: EUR 2.50 per share

                                                                                10
Boost in Assets under Management Driven by Compelling Deal
Pipeline and External Growth in Q4-2018

                Assets under Management                                        Sourcing Pipeline
   +9.3% organic growth in Real Estate AuMs in 2018                     Pipeline remains strong and tangible
   Planned decrease in non-Real Estate AuMs of € -1bn
   Micro Living incl € 3.0bn AuMs from CRM acquisition
                                                                         in exclusivity / DD           in LOI
                                                                                13%                     12%
                               +15.1%
                                        € 25.3bn

                 € 21.9bn                 19%      € 4.7bn

                  26%       € 5.7bn       6%                                               € 5.6bn
 non Real
 Estate                                   18%
                  8%
 Other
                  23%                     25%      € 20.7bn
 Retail

                  29%                    23%*
                                                                           under review / identified
 Office                     € 16.2bn      22%          incl. ~ €3.0bn
                                                                                     75%
                                                       from CRM
                  8%
 Micro Living

                  32%                     29%
 Residential

                  FY-2017               FY-2018

                                                                                                                 11
Real Estate Debt – Highly Diversified with Focus on Favourable Locations

                                            Profile of HFS Mezzanine Funds end of 2018

            Total committed fund volume: >€ 1,2bn
                                                                                                                             Retail
            # of financed projects: 55                                                                                       15%
            Ø size of mezzanine financing: c € 23m
                                                                                               Residential                  Office
            Predominantly German residential                                                     75%                        10%

                         Regional Break Down of Current Outstanding Financings (in m€)
                                              c 70% of lending volume goes to Top7 Cities* in Germany

    195
                  160           155            135           123
                                                                            55            44                                          75
                                                                                               40            30   28   25

* Germany´s Top7 cities: Berlin, Hamburg, Munich, Cologne, Frankfurt, Stuttgart, Duesseldorf

                                                                                                                                           12
Key figures FY 2018: Beating Guidance on all Levels

                             Aggr. Revenues                                                               Adj. EBITDA

                                                  292*
                                 +50%                                                                              184*
                                                              Guidance: 270-280
                                                              (increased in Nov)                        +49%
                      195                                                                                                  Guidance 160-170
                                                                                                123                        (increased in Nov)

                                                                                                                           (in € Mio.)
                                                               (in € Mio.)
                                                                                                2017               2018
                      2017                         2018

                                                                                                      Reported EBITDA € 174m*
                                                                                                       (2017: € 105m)

* All figures are not audited and preliminary, final figures to be published on 21 March 2019

                                                                                                                                                13
Key figures FY 2018: EPS +50%, Leverage halved

                                Adj. Net Profit
                                               135*
                              +46%
                                                          Guidance 125-135
                    93                                    (increased in Nov)                       Reported Net Profit € 104m*

                                                                                                   EPS (post minorities) € 4,93*

                                                                                                   Distribution per share € 2,50 (indication)
                                                            (in € Mio.)                              pay out ratio c 50%
                  2017                         2018

                                                                                                   Gross financial debt: c € 586m*
                    Financial Leverage Ratio
                         (Net Debt/adj. EBITDA**)                                                  Cash: c € 197m*

                                                                                                   Leverage massively reduced
                    4.2x
         3.9x
 4.0x
                                 3.3x        3.4x
 3.0x                                                                              Mid term
                                                          2.3x            2.1*x    target
 2.0x                                                                              range

      Q3-2017 Q4-2017 Q1-2018 Q2-2018 Q3-2018 Q4-2018

* all figures are not audited and preliminary, final figures to be published on 21 March 2019
** adj. EBITDA based on last twelve months

                                                                                                                                                 14
Outlook 2019

                                                             Financial Guidance 2019

                                                        Aggr. Revenues*                          € 285 – 295m
                                                        EBITDA                                   € 165 – 175m
                                                        Adj. Net Profit                          € 130 – 140m

                                                               Assumptions & key levers

                     Dynamic organic growth in core business, Real Estate investment management, by >30%
                     FY 2019 includes CRM Students (acquired in Q4-2018)
                     Guidance FY 2019 does not reflect any impact from further M&A

* Aggregate Revenues include Revenues and Gains from Real Estate Investment Management, Share of Profit and Loss from Associates and Joint Ventures, and Total Income from Real Estate
  Operations/Warehousing

CORESTATE Capital – Management Presentation - Preliminary Results FY 2018                                                                                                                15
Key Investment Proposition

 1     Fully integrated Real estate investment manager with > € 25bn AuM and diversified product offering

 2     Strong recurring fee income streams provide stability

 3     Unique sourcing capabilities with € 5.6bn pipeline drive superior organic AuM growth

 4     Diversified investor base with growing allocation to real estate provides sustainable fundraising base

 5     Accretive external growth opportunities from sector consolidation based on a scalable platform

 6     Strong profitability, efficient balance sheet structures and attractive dividend capacity

                                                                                                                16
Appendix: Long-dated Fund Maturity Profile

                                                                                               Maturities by type of funds (1)
                                                                                                                                                                                                                                   46%

                                                                                                                                                                                                                HFS funds
                                                                                                                                                                                                                     are in
                                                                                                                                                                                                                evergreen
                                                                                                                                                                                                                 structure

                                   12%                  13%

                6%                                                            6%
                                                                                                                       5%
                                                                                                                                            2%                  3%                                               2%           2%
                                                                                                  1%                                                                                 1%                 1%

              2019                 2020                 2021                2022                 2023                 2024                2025                 2026                 2027                2028    2029       2030    2030+

                                Real Estate Equity Funds                                              Real Estate Debt Funds                                             Aviation                        Non Real Estate

 Notes:
 (1) Maturities are defined as the contractual end of the AM contract. It is expected that most of the contracts are renewed or a transfer of the assets into another CORESTATE vehicle takes place..

                                                                                                                                                                                                                                           17 .
Appendix: Strong Recurring Fee Income Streams Providing Stability

                                                                                   Types of fees        Recognition of fee income                         Duration
        Potential repackaging in Real Estate investment lifecycle

                                                                                                        Recurring fee income recognised as percentage
                                                                                   Acquisition          of AuM
                                                                                                                                                          0-6 months
                                                                     Sourcing /
                                                                                                        Profit distribution upon transfer of asset into
                                                                     acquisition   Warehousing          main fund or sale

                                                                                   Asset and property   Recurring fee income recognised as percentage
                                                                                   management           of AuM

                                                                                   Coupon               Recurring return participation by HFS above
                                                                    Investment /                                                                          3-15+ years
                                                                                   Participation        pre-defined return hurdle rate of 7%
                                                                      property
                                                                    management                          Recurring fee income from Alignment Capital
                                                                                   Alignment Capital    Investments

                                                                                                        Profit distribution upon successful sale of
                                                                                   Sales fees           fund assets
                                                                                                                                                          0-6 months
                                                                      Exit /       Capital gain and     Income recognised upon successful exit of
                                                                    Realisation    Promote              CORESTATE’s alignment investments

                                                                                   Recurring

                                                                                   Success based

                                                                                                                                                                        18
Appendix: Q3 / 2018 Aggregated Revenues Ahead of Targets

                                                        9m-2018 Revenue Stream (in m€ )

                      31.7                                                     Ongoing fee floor
                                                  Acquisition related fees
                                                                               Year-end transaction rally ahead

                    41.7 1) 99.1                                               Stable revenue stream with
                                                  Asset & property mgt.         some extra tailwind from HFS in Q4

                                 72.3             Warehousing/
                                                                               Boost in Q3 from € 51m warehousing gains
                                                  RE operations

                                21.1                                           Main proceeds of 2018 already earned
                                                  Alignment capital
                                                                               Incl. gains from asset disposal in aviation

                                     0.2          Promote & sales fee          Typically in Q4

                              224.3               Aggregated revenues          >95% of original 2018 guidance made
                                                                                after 9m  trigger for uplift

1) Coupon participation fee (pro rata temporis)

                                                                                                                              19
Appendix: CRM-Acquisition: Next Step in Building Europe´s
Leading Micro-Living Provider

      CRM                    UK´s largest independent operator of student houses
                              with >10Y track record
                             23k beds in 145 locations
                             ~ € 3.2bn AuMs
                             FY2018(e): Sales ~ € 13m; EBITDA ~ € 2m

   Rationale                 Building Europe´s leading micro-living provider (demand grow by 20% by 2020)
                             Further international diversification of our asset base
                             Synergies from expertise in international student accommodation
                             Predictable recurring income stream and benefits from solid growth case
                              (2017: 6-7% market growth in UK student accommodation*)

       Price                 ~ € 14m (plus € 3m net cash)

      Our                    28k micro-living apartments already in operation and another 2k
   Approach
  Time Line                   in development
                             Nearly 160 locations, five countries
                             Structural european-wide screening for new locations

*) Cushman Wakefield Student Tracker

                                                                                                             20
Appendix – Q3-2018 Profit & Loss Statement

        (€ m)                                                    Q3/2018    Q3/2017
        Revenue from Acquisition Related Fees                       31.7       13.7
        Revenue from Asset and Property Management                  99.1       31.9
        Revenue from Promote and Sales Fees realized                 0.2       14.1
        Revenue from Real Estate Investment Management               131       59.8
        Management expenses                                        (51.7)     (32.3)
        Earnings from Real Estate Investment Management              79.3       27.5
        Net Rental Income                                            13.8        4.8
        Revenue from Service Charges                                  0.3        0.8
        Net Gain from Selling Property Holding Companies             51.8        7.4
        Income from other Warehousing activities                      6.3          -
        Total Income from Real Estate Operations / Warehousing       72.3         13
        Expenses from Real Estate Operations / Warehousing         (18.3)      (2.6)
        Earnings from Real Estate Operations / Warehousing             54       10.4
        Earnings from Alignment Capital                              13.3         10
        General, Administrative                                    (20.9)     (21.2)
        Other Income                                                  2.8        0.7
        EBITDA                                                     128.4        27.3
        Depreciation and Amortisation                              (19.3)      (3.1)
        EBIT                                                       109.1        24.2
        Net Financial Expenses                                     (17.5)      (9.1)
        EBT                                                          91.7       15.1
        Income Tax expenses                                        (11.2)        1.6
        Net Profit for the Period                                    80.4       16.6
        of which attributable to equity holders                      80.6       16.2

                                                                                       21
Appendix – Balance Sheet as of 30 September 2018

            (€ m)                                         30.09.2018   31.12.2017
            Non-Current Assets
            Goodwill                                           556.9        556.9
            Intangible Assets                                  123.8        141.0
            Investment in Associates and Joint Ventures         77.3         59.9
            Total Non-Current Assets                           951.1        915.8
            Current Assets
            Inventories                                        118.4        268.3
            Receivables                                         58.5         52.8
            Cash and Cash Equivalents                          267.8        108.8
            Total Current Assets                               545.8        511.2
            Total Assets                                       1.497      1.427.0
            Equity
            Total Equity                                       610.1        551.4
            Long-term Financial Liabilities to Banks            77.4        238.3
            Other Long-term Financial Liabilities              511.5         243
            Other Non-Current Liabilities                       59.1         30.5
            Total Non-Current Liabilities                      682.2        541.6
            Current Liabilities
            Short-term Financial Liabilities to Banks           68.6        132.3
            Other Short-term Provisions                         42.9         42.9
            Other Short-term Financial Liabilities                 0         15.5
            Other Current Liabilities                           33.4         75.9
            Total Current Liabilities                          204.7        334.0
            Total Equity and Liabilities                       1.497      1.427.0

                                                                                    22
Appendix – Research and Shareholder Information

                                                  Average target price c. € 65 (100% Buy)

                                                        € 77
                            € 68                                       € 65         € 66                                      € 66
                                        € 58                                                      € 57           € 62                        Buy

                                                                                                                                             Hold

                                                                                                                                             Sell

                      14 Nov 2018   31 Dec 2018    14 Nov 2018     14 Nov2018   14 Nov 2018   14 Nov 2018    26 Nov 2018   02 Jan 2019

                                         Shareholder structure & important share events
              Sandra Ketterer                        (incl. 4.7%
                   8.9%                                Management)                 4 Oct 2016              First Day of Trading
                                                                                   23 Feb 2017             c. € 23m Capital Increase
          Norbert Ketterer
               9.6%                                                                20 Sept 2017            Share Placement (c. € 157m) by Flygon
                                      21,329,417*
                                         shares                                    21 Nov 2017             Placement of Convertible Bond (€ 200m)

                 Ralph Winter                                                      27 Feb 2018             Share Placement (c. 20%) by R. Winter
                    17.8%                                      Free Float…                                  and M. Hoensbruch
                                                                                   19 March 2018           Inclusion in SDAX
* As of 30 September 2018

                                                                                                                                                     23
Financial Calendar 2019
                                               14 Feb 2019 Preliminary result of FY 2018
                                               21 Mar 2019 Publication annual financial report 2018
                                               26 Apr 2019 Annual General Meeting
                                               14 May 2019 Publication Q1 financial report
Investor Contact
                                               13 Aug 2019 Publication H1 financial report
Dr. Kai G. Klinger
Head of Investor Relations & Capital Markets
                                               05 Sep 2019 Capital Markets Day
Phone: +49 69 3535630-106                      12 Nov 2019 Publication Q3 financial report
ir@corestate-capital.com
                                               Please note that these dates could be subject to change
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