Roadshow Presentation - December Lars Schnidrig, CFO | Dr. Kai Klinger, CMO - Corestate Capital Group
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Disclaimer This presentation contains forward-looking statements that are subject to various Glossary risks and uncertainties. Such statements are based on a number of assumptions, estimates, projections or plans that are inherently subject to significant risks, as € = Euro; well as uncertainties and contingencies that are subject to change. $ = (US)Dollar; Actual results can differ materially from those anticipated in the forward-looking % = percentage; statements of CORESTATE Capital Holding S.A. (the “Company”) as a result of a a = actual; 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 acc. = according; reports and those set forth from time to time in the Company’s analyst and adj. = adjusted; investor calls and discussions. The company does not assume any obligation to aggr. = aggregated; update the forward-looking statements contained in this presentation. approx. = approximately; This presentation does not constitute an offer to sell or a solicitation or offer to c(a) = circa; 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 e = expected; whatsoever. This presentation is being presented solely for information purposes (F)Y = (financial) year(s); and is subject to change without notice. H = half year(s); LTM = last twelve months; M = month(s); Q = quarter(s); Extent and impact of the corona pandemic on the course of business in 2020 cannot yet be conclusively assessed. The company is therefore monitoring further tba = to be announced developments and their impact on business activities very closely and will always k = thousand(s); present reliable information transparently in a timely manner. m = million(s); bn = billion(s) 2
A Fully Integrated and Specialized Real Estate Investment Manager € >28bn >55% Assets under EBITDA Management Margin (pre COVID) ~800 FTEs | 45 Offices | 9 Countries BB (negative) € >4.0bn € c1.3bn Corporate Credit Deal Pipeline in Fund Volume Rating selected countries in Real Estate Mezzanine 3
Attractive Offerings for our Clients in Various Asset Classes Key product range Products Residential City Quarters Office Logistics Micro Living Mezzanine Return1 3.5%-4.5% 3.5%–5% 3.5%–4% 4%-6% 5%–5.5% 10%–13% One-Stop-Shop integrated Asset & Property Management Platform Fundraising, Reporting, Risk Management, Financing etc. Clients / Semi Institutional Institutional Retail Investors (>300) (>100) (>70.000) Significant underallocation to (German) Real Estate: currently 9.8%, target between 11-13%2 1 after costs 2 research as of 2019 4
Highlights of Q3-2020 Operations Recovering Based on an Improved Transaction Environment ▪ Deal appetite focusing on lower risk/return profiles – market uncertainty and investment pressure aspiring to new equilibriums ▪ Organic growth in Q3 of +1.2% is mainly backed by Core/Core+ transactions ▪ € 300m landmark deal signed – acquisition of Germany´s largest city quarter development in Nuremberg for BVK ▪ Revenues from AM & PM and mezzanine lending reveal high resilience through the crisis ▪ On track to deliver on financial guidance ▪ Extension of Management Board and appointment of a new CEO Capital Increase on 11 September 2020 as One Key Initiative On Deleveraging Path ▪ Issue of 4,186,382 new shares increases share capital by 19.5%; placed at market price (€ 17,82) ▪ Gross proceeds of issue € 74.6m ▪ Use of proceeds: primarily reduction of net financial debt in the short term, but also increase of entrepreneurial flexibility for further significant organic growth 5
Management Board Strengthened & New CEO Enlargement of Management Board to Four Members René Parmantier (aged 45) joined the Management Board as new CEO on 1 December 2020 for an initial term of three years − More than 25 years of experience in financial industry − Focus on Strategy/Business Development & Private Debt, Equity Raising − Prior: CEO of Oddo Seydler Bank Daniel Loehken (aged 41) became Management Board Member as Chief Legal & HR Officer on 1 November 2020 for an initial term of three years − Responsibilities: HR, Legal, Compliance, Risk-Management, Internal Audit and ESG − More than 10 years of experience in capital market law, compliance and real estate − Since 2/2018 Corestate, prior: Vonovia, IKB, Clifford Chance ▪ Lars Schnidrig returns to his previous role as Chief Financial Officer with focus on net deb reduction, de- leveraging and preparation of refinancing (needed no earlier than end of 2022) ▪ Clear division of Management Board responsibilities in operations (clients/investments) and corporate functions 6
COVID-19 Accelerates Group’s Strategic Re-Positioning COVID-19 as Catalyst for Enhanced Market Approach Shift of Investment Focus ▪ Consistent changes in product offerings with high focus on core/core+ Risk ▪ Improvement of private debt business 2019 2020 ▪ Examples of current product range: residential in B-cities, Shift in pro- Oppor- logistic, student housing, city quarters, affordable housing duct range tunistic in A-cities, commercial with A-tenants Value-add Core+ ▪ Comprehensive re-branding and new positioning Core scheduled for 2021 Return ▪ Strengthening of equity raising in DACH region ▪ Group-wide efficiency program launched: simplification, productivity and digitalization 7
Assets under Management on Record High Assets under Management Sourcing Pipeline ▪ +4.1% net organic growth in RE AuM in 2020 so far ▪ Deal pipeline impacted by COVID-19 ▪ Planned decrease in non-Real Estate AuM of ▪ Typical seasonality in RE with strong € 0.3bn since 2019 focus on Q4 is considerably reduced in 2020 28.4bn 25bn 26bn in exclusivity / DD non Real Estate 3.2bn non-RE 16% Logistic/other +10.5% 9% 22bn +10% Retail 14% Office +28% € 4.2bn 31% in LOI Micro Living 25.2bn RE 11% 22.2bn Residential 20.7bn 21% 16.2bn +440% under review / identified 3bn 25% 73% FY-2016 FY-2017 FY-2018 FY-2019 9M-2020 8 8
Real Estate Debt with Robust Performance Uses of Mezzanine Funds at the End of Sept 2020 ▪ Total committed fund volume: c € 1.3bn Retail Residential ▪ # of financed projects: 57 68% 16% ▪ Ø size of mezzanine financing: c € 23m 57 projects ▪ Pipeline of potential financings on record high Office 16% Regional Break Down of Current Outstanding Financings in m€ c 70% of lending volume goes to Top7 cities in Germany 270 204 127 118 42 61 91 18 11 50 59 9
Investor Base and Performance of HFS Stratos Funds Mezzanine Funds Showing Strong Organic Growth Stable and Loyal Investor Landscape (in bn€) ▪ Stable double-digit returns since inception Pension Funds 2009 and very efficient deployment of funds 12% Investment Insurers Funds 8% ▪ 3Y-CAGR since acquisition (H1-2017): +7.4% 23% Others 3) 7% 1.400 c 1.3 c 70 1.300 1.25 institutional 1.200 1.11 1.165 clients 1.100 0.96 1.000 900 Pension Schemes 800 0.76 50% 700 KPIs 2015 2016 2017 2018 2019 H1-2020 ▪ Increasing demand for new Committed 1) 99.2% 98.6% 99.3% 99.2% 99.1% 99.3% commitments from existing and Investor 13.2% 12.8% 12.0% 11.2% 10.4% 5.6% 2) new investors backed by an Returns outstanding performance in the crisis Average commitment of fund volume to projects Semi Annual Cash Dividend Distribution of H1-2020; FY2020 Fund accounts not yet finalized, 3) Others incl. Banks, Foundations etc… 10
Private Debt – More Than Stable in the Upcoming Years Bright Outlook for HFS Business ▪ All market drivers intact: investor base, product focus, demand, competition − Product sweet spot: metropolises in Germany with focus on residential and city quarters (mixed use) in A & B locations have been rising for more than 10 years and continue also during the crisis − HFS project portfolio largely immune to the impact of COVID-19 − Banks have tightened underwriting criteria and limited lending on higher risk profiles in RE → short-term credit crunch ▪ Tangible pipeline of requested financings on record level (c € 0.5 billion) ▪ Further organic growth in mezzanine fund volumes in 2021 (5-10%) ▪ Cross-Selling opportunities for Corestate´s RE equity business − City quarters and conversion of former industrial or commercial plots in metropolitan areas − Affordable housing in A-cities − Residential projects in A & B cities (“ABBA”) ▪ Launch of whole-loan fund in 2021 (postponed due to COVID-19) 11
Fully on Track to Revenue Guidance 2020 and a Promising Approach to 2021 Revenue Split-up for actual 9M-2020 vs. FY-2020e Prospects for FY-2021 (in m€) Tendency Main Drivers Acquisition Related Fees 23 25-35 ▪ Pick-up in investment activities ▪ Transaction volumes € 2-3bn Asset & Property Mgt. Fees ▪ Growing AuM base 106 135-155 (incl. CPF & Sales/Promote Fees) ▪ Prospering RE debt business (CPF) Mezzanine Loans 7 5-10 ▪ Steady level of bridge loans Warehousing / RE Operations 3 0-10 ? ▪ Placement of inventories ▪ 2020 burdened by extraordinary Alignment Capital 0 5-10 ? valuation effects (€ 10-15m) ▪ Tangible upside potential Aggr. Revenues 143 185-210 accelerated by a normalized market environment 12
Changing Market Conditions Burdening Cost Structure Key P&L Figures 9M-2020 in m€ Aggr. revenues & gains 142.7 100% ▪ OpEx ratio (>50%) burdened by fixed costs and Expenses from RE investment mgt. -64.7 45.3% significantly reduced revenues esp. in warehousing and alignment capital – efficiency enhancement Alignment capital expenses -9.2 6.5% program will tackle this Warehousing expenses -5.1 3.7% ▪ G&A burdened by HR related one-off items from cost adjustments G&A expenses -24.4 17.1% ▪ D&A includes IFRS 16 effect and consolidation of Other income 6.9 4.8% STAM EBITDA 46.1 32.3% ▪ Adjustments on net profit level − Asset management contracts € 19m D&A -24.8 17.4% − DTA € -2.5m EBIT 21.3 14.9% Financial result -16.2 11.4% Net profit 4.4 3.1% Adj. net profit 20.8 14.7% 13
Profitability Short-term Burdened by COVID Effects and Cost Inelasticity Alteration of Fix Cost Base The Significant Set-backs in 2020 Earnings with Lagged P&L Impact Opens Parallel Room for a Strong Recovery ▪ Group wide efficiency program launched with ▪ 9M-2020 earnings fully in-line with financial € 5-10m one-off expenses in 2020 outlook and budgets 2020 ▪ Target of c € 10m cost savings from 2021 ▪ 2021 profitability shows clear catch-up onwards potential from extraordinary cost burdens of 2020, future impact of efficiency program and recovered market incl. € 5-10m c € 10m cost environment neg. one-offs savings with corresponding revenue developments Tendency act. 2019 2020e 2021 Total expenses 151m 130-140m 2 Total exp. ratio 1 50% 65-70% Target range 45-50% 1) Total expenses in relation to aggregated revenues and gains 2) Based on mid-point guidance of aggregated revenues and gains and of EBITDA 14
Key Balance Sheet Figures Debt Overview at the End of September 2020 in m€ ▪ Proceeds from capital increase and positive operational 597 1) 148 cash flow in Q3 lowered net debt position by € 81m Bank & other debt 107 to € 449m (incl. € 33m in warehousing ▪ Reiteration of net debt reduction plans debt) 449 − Placements out of inventories, associates/JVs and financial instruments (>€ 200m in 18-24M) Senior 296 − Cash flow from operations bond ▪ Financial leverage IFRS 16-adjusted at 3.7x 3) mid-term target range of between 2.0x and 3.0x remains in place Convertible 194 bond ▪ Main financial instruments not affected by higher leverage (>3.5x limits only issuing of new debt instruments) Total debt 1) Cash 2) Net debt 1) Total financial debt adjusted for rental and leasing liabilities of € 29.3m 2) incl. restricted cash 3) Net debt / EBITDA LTM of € 121m; excl. IFRS 16 adjustments financial leverage would be at 4.0x 15
Development of Net Debt and Financial Leverage Net Debt (in €m) Consistent Net Debt 624 Reduction Plan 593 600 520 530 470 < 450 389 ▪ Bolstered by € 75m capital towards 400 300 increase in Q3-2020 ▪ > € 200m from structured 200 placement of balance sheet assets by 2022 (with first FY H1 FY H1 FY H1 FY FY pickings already in 2020) 2017 2018 2018 2019 2019 2020 2020e 2021e ▪ Plus positive cash flow from operations Leverage Ratio (net financial debt / LTM EBITDA) 7.0x Prospects 6.0x 5.0x Financial Leverage 4.2x 4.0x (LTM) 4.0x 3.4x 3.5 2.7x Projection 3.0x x (on EBITDA 2.1x Guidance) Target Range 2.0x 2.0-3.0x FY H1 FY H1 FY H1 FY FY 201 2018 2018 2019 2019 2020 2020e 2021e 7 16
Outlook 2020 Financial Guidance 2020 Confirmed Aggr. Revenues EBITDA Adj. Net Profit € 185-210m € 55-80m € 25-50m ▪ Several transactions in advanced status to be signed ▪ First pickings from cash conversion initiative ▪ Intensified AM & PM services on properties affected by the pandemic ▪ Transaction volumes of c€ 1.5bn predominantly in core/core+ 17
Transaction Market in 2021: Continuous Recovery Market Uncertainties to Prevail in the first Half and to Vanish Gradually in H2 Q1-2021 Still impact from COVID-19; focus on Core/Core+ transactions Q2-2021 Continuously less impact from the pandemic, more deals to come H2-2021 Deal volumes tend to normalize – first “spice deals” in the market Essential Product Offer 2021 Driven by Agile Investment Approach and Proven Track Record Residential City Quarters Office Logistics Micro Living Mezzanine 3.5%-4.5% 3.5%–5% 3.5%–4% 4%-6% 5%–5.5% 10%–13% Returns1 ▪ All long-term fundamental market drivers are intact and highly supportive for organic growth prospects in our core disciplines RE equity and RE debt ▪ Anchored on a superior core/core+ pipeline and amplified by advanced niche products and opportunistic deals esp. from repricing in sub-sectors ▪ Comprehensive re-branding and strengthening of equity raising in DACH region ▪ Expected transaction volumes in 2021: € 2-3bn 1) The returns are based on average performance from the past. All figures are preliminary and only represent forecasts that are not guaranteed. 18
Appendix
Appendix: Corestate diversified geographic exposure and expected near-term expansion c.€3.3bn Norway Sweden BeNeLux c.€1.8bn RoW c.€3.2bn c.€16.6bn Denmark Micro Living Ireland Hamburg Oxford Poland London Leipzig c.€0.4bn c.€1.2bn Luxemburg Frankfurt Paris Munich France Zurich Vienna Wollerau c.€0.4bn c.€0.2bn Milan Micro Living Italy Portugal Micro Living Madrid Headquarters Main offices Short-term expansion 20
Appendix: Breakdown RE AuM AuM Distribution Completion/Status Risk Classes (RE AuM) (RE standing AuM) Non-Real Estate Opportunistic Core 11% Under 39% 6 construction Standing Value- 29% assets Real add RE AuM AuM Estate RE AuM 71% 5% € 16.0bn Real Estate € 28.4bn equity € 25.2bn (Standing Assets) debt 62% 27% Core+ 50% Countries (RE AuM) Clients (RE AuMs) Funds structures (RE AuM) Other others 2% Alignment 6% Germany Separate Closed ended 3% 64% Pension accounts funds 21% Austria & Retail 6% Funds 35% 52% Switzerland 5% Family open ended RE AuM RE AuM RE AuM France Offices 12% funds 9% € 25.2bn € 25.2bn € 25.2bn 6% Private BeNeLux Equity 13% JVs 5% 8% other inst. investors Banks Other UK 15% 12% 5% Insurance companies 13% 8% 21
Appendix: Maturity, Risk Segment, Asset Classes Profile Asset Classes AuM Risk Cluster Asset Classes in Risk Segment in Risk Segment Core/Core+ (Standing Assets) Value-Add/Opportunistic Logistics et al 9% Micro Living 51% Office 37% Retail Residential 10% 11% Value-Add / Logistics/ Core/Core+ RE Equity Retail AuM Opportunistic Other AuM 86% AuM 15% 13% € 15,0 bn 14% € 2.4bn € 17.4bn Office Micro 24% Living 30% RE Equity AuM (€ 16.8bn) Maturity Profile & Risk Segments (in €bn) Core/Core+ Value-Add/Opportunistic 8,7 Relatively high portion of property management contracts running out but being renewed regularly 4,1 3,5 2,6 2,6 1,6 1,8 2020 2021 2022 2023 2024 2025-2029 2030 and beyond 22
Appendix: ESG Strategy – Road to 2025 and YoY Progress (2018-2019) Reduction in Increase in Reduction in water Reduction in Co2-emissions* by energy efficiency* by comsumption* by residual waste* 2% annually - 12 % 5% annually - 10 % 2% annually - 12 % 2% annually - 13 % 20% by 2025 20% by 2025 30% by 2025 20% by 2025 Increase in the proportion of Introduction of a Development of at least Support of women in management Guideline for employee 5 ESG partnerships A CC Charity incl. by 5% annually well-being with major tenants Soli-Employee Days updated every 12 months on track by 2025 annually from 2020 1 charity 30% by 2025 on track on track supported Implementation of a Ensure that every employee Implementation of Compliance with the Compliance & has signed an 12 ESG Comittees highest standards in Governance Training ethics declaration to ensure compliance with set investor transparency of all employees, annually from 2020 targets, annually as of 2019 continued and continuous annually as of 2019 done done done done 1 per m² in the year of the total portfolio; 2 Figure reflects the development from December 2018 to December 2019; since summer 2019 (publication of ESG targets) the share has increased by 7%. More details on the next page; 3 Will address changes from the corona crisis by including new work topics; 4 Postponed until 2021 due to corona crisis, not communicated as annual target 23
Appendix: Indicative Timeline – Structured Cash Conversion Program > € 200m Impact on Net Debt Reduction from Schedule of Main Levers Placements until FY2022 (in m€) • In 2020 partly wind down of STATOS alignment and regular placement of co- c 30 investments (c € 30m) • Warehousing Asset (Giessen) until the end of 20-40 2021 (> € 70m) • In 2021 Co-Investments (JVs) in Micro Living and Student Housing (> € 20m) 60-80 • Latest until 2022 sale of co-investments in Office (>€ 30m) • Until 2022 co-investment from Opportunity Fund (> € 40m) 60-80 H2-2020 H1-2021 H2-2021 H1-2022 24
Appendix: 9M/2020 Profit & Loss Statement (€ m) 9M/2020 9M/2019 Revenue from Acquisition Related Fees 23.3 24.0 Revenue from Asset and Property Management 105.8 103.6 Revenue from Promote and Sales Fees realized 3.2 0 Income from Mezzanine Loans 6.8 15.1 Revenue from Real Estate Investment Management 139.1 142.8 Management expenses (64.7) (61.9) Earnings from Real Estate Investment Management 74.4 80.9 Net Rental Income 4.1 9.4 Revenue from Service Charges (0.4) 4.7 Net Gain from Selling Property Holding Companies (0.5) 8.9 Total Income from Real Estate Operations / Warehousing 3.3 22.9 Expenses from Real Estate Operations / Warehousing (5.1) (16.8) Earnings from Real Estate Operations / Warehousing (1.9) 6.2 Earnings from Alignment Capital (8.9) 13.9 General and Administrative Expenses (24.4) (17.1) Other Income 6.9 16.3 EBITDA 46.1 100.1 Depreciation and Amortisation (24.8) (25.3) EBIT 21.3 74.8 Net Financial Expenses (16.2) (15.2) EBT 5.1 59.6 Income Tax gains / expenses (0.7) (8.3) Net Profit for the Period 4.4 51.3 of which attributable to equity holders 4.3 51.3 25
Appendix: Balance Sheet as of 30 September 2020 (€ m) 30 Sept 2020 31 Dec 2019 Non-Current Assets Goodwill 606.8 567.1 Other Financial Instruments 173.6 172.2 Intangible Assets 92.4 109.6 Investment in Associates and Joint Ventures 113.7 126.5 Other Non-Current Assets 112.1 104.9 Total Non-Current Assets 1,098.6 1,069.9 Current Assets Inventories 63.0 62.3 Cash and Cash Equivalents 139.8 103.2 Other Current Assets 208.0 172.6 Total Current Assets 410.8 338.1 Total Assets 1,509.4 1,418.4 Total Equity 760.3 676.3 Long-term Financial Liabilities to Banks 41.5 17.0 Other Long-term Financial Liabilities 552.4 520.3 Other Non-Current Liabilities 23.1 35.2 (sum, incl. other non-current Liability positions) Total Non-Current Liabilities 617.0 572.5 Current Liabilities Short-term Financial Liabilities to Banks 15.5 37.7 Other Short-term Provisions 11.2 13.9 Other Current Liabilities 105.4 117.9 (sum, incl. other current Liability positions) Total Current Liabilities 132.1 179.6 Total Equity and Liabilities 1,509.4 1,418.4 26
Appendix: Shareholder Structure and Research Shareholder Structure (acc. to latest public filing) Free Float Vestigo 90.1% 9.9% Number of shares 25,666,025 Average target price €27 € 65 Buy/Add € 38 € 35 Hold € 23 € 23 € 18 € 20 € 17 € 15 € 15 Sell 30 Nov 2020 02 Dec 2020 29 April 2020 10 Sept 2020 25 Feb 2020 02 Dec 2020 11 Nov 2020 Suspended 01 Dec 2020 02 Dec 2020 27
IR Contact and Financial Calendar 2021 Investor Contact Financial Calendar 2021 Dr. Kai G. Klinger 24 February Publication preliminary results for FY 2020 Chief Markets Officer Phone: +49 69 3535630-106 24 March Annual financial report 2020 ir@corestate-capital.com 28 April Annual General Meeting 19 May Publication results for Q1 11 August Publication results for H1 10 November Publication results for first nine months Please note that these dates may be subject to change
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