Market Update Presentation

April 2024

Disclaimer

This document is for informational purposes only. This document is not intended to form the basis of any investment decision and should not be considered as a recommendation by DEMIRE Deutsche Mittelstand Real Estate AG (the "Company") or any other person in relation to the Company. This document does not constitute an offer to sell, a solicitation of an offer of the sale or purchase of securities or an invitation to purchase or tender for the Company. Securities of the Company shall not be offered or sold, in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Certain information in this document is based on management estimates. Such estimates have been made in good faith and represent the current beliefs of management. Management believes that such estimates are founded on reasonable grounds. However, by their nature, estimates may not be correct or complete. Accordingly, no representation or warranty (express or implied) is given that such estimates are correct or complete.

This document includes 'forward-looking statements'. Forward-looking statements are all statements which do not describe facts of the past but contain the words "believe", "estimate", "expect", "anticipate", "assume", "plan", "intend", "could", and words of similar meaning. These forward-looking statements are subject to inherent risks and uncertainties since they relate to future events and are based on current assumptions and estimates of the Company, which might not occur at all or occur not as assumed. They therefore do not constitute a guarantee for the occurrence of future results or performances of the Company. The actual financial position and the actual results of the Company as well as the overall economic development and the regulatory environment may differ materially from the expectations which are assumed explicitly or implicitly in the forward-looking statements and do not comply to them. Therefore, investors are warned to base their investment decisions with respect to the Company on the forward-looking statements mentioned in this document.

2

Introductory remarks

  • As previously reported in an ad-hoc announcement published on 26 March 2024, DEMIRE Deutsche Mittelstand Real Estate AG ("Company") and a group of bondholders ("Ad hoc Group") of its unsecured corporate bond (ISIN: DE000A2YPAK1) with a maturity date of 15 October 2024 and a nominal amount currently still outstanding of EUR 499 million ("Bond") have been negotiating an agreement to extend and restructure the Bond on adjusted terms reasonable for the current market environment ("Lock-up Agreement")
  • Constructive negotiations between the Company, its shareholders and certain Ad hoc Group members as well as additional holders of the Bond are continuing
  • Whether the Lock-up Agreement will be concluded, and the exact terms of the Lock-up Agreement are currently still open

3

Preliminary FY 2023 figures1 (1/3)

Shortened P&L / FFO-bridgeFY 2023: Slightly lower rental result driven by asset disposals

FY 2023

FY 2022

Change

(€ m)

(€ m)

(%)

Rental income

1

78.5

81.1

(3.2)

»1

Income from utility and service charges

2a

23.0

28.1

(18.0)

»2

Operating expenses to generate rental income

2b

(42.0)

(46.8)

(10.3)

Profit / loss from the rental of real estate

59.5

62.3

(4.5)

Profit / loss from fair value adjustments in properties

3

(176.8)

(98.9)

78.8

Profit / loss from sale of real estate & RE companies

4

(14.3)

(8.2)

75.6

Other operating income / expenses (net)

5

(25.8)

(16.0)

61.2

»3

General and administrative expenses

(11.6)

(10.7)

8.8

Impairment of receivables

6

(18.9)

(1.5)

>100

»4

Earnings before interest and taxes (EBIT)

(187.9)

(72.9)

>100

»5

Financial income

7a

22.5

18.1

24.3

Finance expenses

7b

(17.1)

(19.3)

(11.1)

»6

Profit / loss before taxes and minorities

(182.5)

(74.1)

>100

± Profit / loss from the sale of real estate

14.3

8.2

75.6

± Profit / loss from fair value adjustments

176.8

98.9

78.8

»7

± Other adjustments

6 7a

32.9

11.6

>100

FFO I (pre minorities, pre tax)

41.5

44.6

(7.0)

Current income taxes

(4.7)

(2.8)

66.1

FFO I (pre minorities, post tax)

36.7

41.8

(12.0)

1) Not yet fully audited, preliminary figures subject to change

Slightly lower rental income mainly driven by sale of Ulm

Decrease due to the disposal of properties sold in the reporting period as well as lower energy costs y-o-y, partly due to the introduction of the German government's energy price brake. In addition, FY 2022 included a one-off effect of € 2.5m from the conclusion of a rental agreement in Essen

FY 2023 revaluation result (13.2% y- o-y on a l-f-l basis)

Primarily due to disposal of asset in Ulm

Includes €24.1m provision for expected penalty payment in connection with Cielo

In FY 2023, primarily related to c.€ 18m partial impairment of loan to RFR 5 Immobilien GmbH (in connection with Cielo JV) as interest payments are delayed

Mainly driven by bond buy-back below par in April 2023, results in lower interest expenses due to lower outstanding bond volume

4

Preliminary FY 2023 figures1 (2/3)

Shortened balance sheet FY 2023: Cash increased mainly after sale of Ulm property

FY 2023

FY 2022

Change

(€ m)

(€ m)

(%)

Investment properties

1

947.3

1,231.1

(23.1)

Non-current assets held for sale

2

149.1

121.0

23.2

Lendings and financial assets

3

70.5

87.5

(19.4)

Other non-current assets

8.8

7.2

21.1

Total non-current assets

1,175.7

1,446.8

(18.7)

Other current assets

4

31.9

32.6

(2.3)

Cash and cash equivalents2

5

120.0

57.4

>100

Total current assets

151.9

90.0

68.7

Total assets

1,327.5

1,536.9

(13.6)

Subscribed capital

105.5

105.5

(0.0)

Reserves

6

198.1

344.7

(42.5)

Equity attributable to parent company shareholders

303.6

450.2

(32.6)

Non-controlling interests

29.7

36.5

(18.6)

Total equity

333.3

486.7

(31.5)

Long-term financial and lease liabilities

7

145.9

839.6

(82.6)

Other non-current liabilities

134.0

156.4

(14.3)

Total non-current liabilities

280.0

996.0

(71.9)

Short-term financial and lease liabilities

7

671.0

16.0

>100

Other current liabilities

43.2

38.1

13.5

Total current liabilities

714.3

54.1

>100

Total liabilities

994.2

1,050.2

(5.3)

Total equity and liabilities

1,327.5

1,536.9

(13.6)

1) Not yet fully audited, preliminary figures subject to change

2) C.€ 23m at FVR level for FY 2023

»1

»

2

»

3

»4

»5

»6

»7

Reduction mainly driven by disposal of asset in Ulm and FY 2023 year-end revaluation

Various properties reclassified to held for sale category (LogPark as largest asset)

C.€ 18m partial impairment in FY 2023 of loan to RFR 5 Immobilien GmbH (in connection with Cielo JV) as interest payments are delayed

Includes c.€ 9.5m restricted cash that has been reclassified to financial

assets as of FY 2023

Cash inflow from disposals, mainly from divestment of asset in Ulm

Primarily due to revaluation result for the period which reduces reserves

Reclassification of bond to short-term financial liabilities

5

Preliminary FY 2023 figures1 (3/3)

Shortened cash flow FY 2023: Cash increased mainly after sale of Ulm property

FY 2023

FY 2022

Change

(€ m)

(€ m)

(%)

EBT

(177.5)

(73.3)

>100

»1 No dividend paid on DEMIRE level in

FY 2023 vs. € 32.7m in FY 2022;

Financial result

(5.4)

0.6

>100

includes reversal of provision and

Profit / loss from fair value adjustments in properties

176.8

98.9

79.0

impairment in connection with Cielo in

FY 2023

Profit / loss from sale of real estate & RE companies

14.3

8.2

75.6

»2 Cash inflow from disposals, mainly

Interest proceeds

2.2

3.8

(72.4)

from divestment of asset in Ulm

Income taxes paid

4.2

(2.6)

>100

»3 New mortgage loans / top-up for

Other adjustments (incl. D&A)

1

22.6

(23.0)

>100

existing loans e.g. for the properties in

Bad Vilbel and Meckenheim

Cash flow from operating activities

37.3

12.6

>100

»4 Bond buy-back below par in April

2023, results in lower interest

Payments for investments in investment properties

-

-

(59.8)

expenses due to lower outstanding

bond volume

Proceeds from the sale of real estate

2

78.3

4.5

>100

Other adjustments

(12.8)

(30.8)

>100

Cash flow from investing activities

65.4

(26.3)

>100

Proceeds from the issuance of financial liabilities

3

23.3

-

n.m.

Interest paid on financial liabilities

4a

(14.8)

(17.0)

(13.3)

Payments for the redemption of financial liabilities

4b

(48.4)

(51.4)

(6.3)

Other adjustments

(0.2)

(0.1)

>100

Cash flow from financing activities

(40.1)

(68.5)

(40.1)

Net change in cash / CE

62.6

(82.2)

>100

Cash / CE at the start of the period

57.4

139.6

(58.9)

Cash / CE at the end of the period 1

120.0

57.4

>100

6

1) Does not include € 9.5m restricted cash as of Dec-23 held under financial assets; c.€ 23m at FVR level for FY 2023

Medium to long-term outlook

General remarks and asset disposal program

General remarks

  • Any financial information not specifically identified as actual financial information is not a guidance or forecast by DEMIRE
  • Business plan has been sensitised together with an expert consulting firm - figures are shown on a preliminary basis
  • Figures shown do not incorporate any amendment or repayment of the SUNs but assume a prolongation at current nominal volume and in-place terms and conditions for illustrative purposes only

Asset disposal program

351

332

(80)

252

34 2026

104 2025

115 2024

GAV (Dec-23) Gross proceeds Secured debt

Net proceeds

  • 18 assets planned to be sold (incl. LogPark)
  • Including LogPark, assets with a fair value of c.€ 350m as of Dec- 23 planned to be sold generating cumulative net proceeds of c.€
    250m taking into account corresponding secured debt
  • Asset by asset sales price assumptions, on average 5% discount to Dec-23 fair values

7

Medium to long-term outlook

Key P&L / FFO figures FY 2024−2027E

Rental income

1

67

64

55

58

Profit/loss from the rental of real estate 2

50

49

40

44

»1

»2

»3

Decreasing rental income mainly due to planned sale of 18 assets, slightly offset by increasing rents from vacancy reduction and completion of expansion project in Essen

Almost constant margin for rental operations

Decline in FFO driven by rental result

FY 2024

FY 2025

FY 2026

FY 2027

FY 2024

FY 2025

FY 2026

FY 2027

FFO (pre minorities, post tax)

3

  • Additionally, in-place secured financings maturing in business plan period prolonged at slightly higher interest cost to reflect current financing market sentiment
  • Decline in FFO mitigated in this scenario due to interest income received on cash balance

2522

1415

FY 2024

FY 2025

FY 2026

FY 2027

8

1) As per definition in bond documentation

Medium to long-term outlook

Key balance sheet figures FY 2024−2027E

Investment properties1

1

923

849

858

879

FY 2024

FY 2025

FY 2026

FY 2027

Cash and cash equivalents2

2

279

282

232

193

€ 10m min.

operating

liquidity

FY 2024

FY 2025

FY 2026

FY 2027

»1 Assets planned to be sold mostly offset by capex spent (primarily on one large development project); business plan does not assume the exercise of the call option for the Cielo land; the business plan assumes a net cash inflow of c.€ 29m in 2026 on the basis of the respective put option in the JV agreement

»2 Increasing cash position from planned disposals

»3 Declining net debt and LTV primarily driven by growing cash balance from disposals

Net financial debt2

3

Total equity

4

55%

50%

LTV3

50%

48%

555

469

440

438

290

302

304

326

FY 2024

FY 2025

FY 2026

FY 2027

FY 2024

FY 2025

FY 2026

FY 2027

»4 No dividend payouts assumed on DEMIRE level

1) Includes assets held for sale

9

  1. Total cash and cash equivalents amount included in net debt calculation; includes cash at FVR level, restricted cash as of Dec-23 (€ 9.5m) as well as further liquidity becoming restricted due to committed capex
  2. Net debt including cash and cash equivalents as per definition above divided by total assets excluding goodwill and cash and cash equivalents as per definition above

Medium to long-term outlook

Key cash flow figures FY 2024−2027E

Cash flow from operating activities 1

87

40

40

(48)

FY 2024

FY 2025

FY 2026

FY 2027

Redemption of financial liabilities 3

Capex / TIs

2

82

56

54

16

FY 2024

FY 2025

FY 2026

FY 2027

Net change in cash1

91

65

»1 Negative operating cash flow in 2024 / comparatively higher operating cash flow in 2025 driven by liquidity becoming restricted for committed capex in 2024 and respective release in 2025

»2 C. 2/3 of capex / TIs relates to the committed expansion projects in Essen and Kassel while the remainder relates to ordinary capex and TI measures; capex facility for expansion projects under negotiation (business plan assumes capex facility of c.€47m to be utilized from 2026 onwards)

»3 Driven by secured debt corresponding to planned asset disposals

45

52

21

8

3

(7)

FY 2024

FY 2025

FY 2026

FY 2027

FY 2024

FY 2025

FY 2026

FY 2027

10

1) Change in cash excluding restricted cash as of Dec-23 (€ 9.5m) as well as further liquidity becoming restricted due to committed capex

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Disclaimer

DEMIRE Deutsche Mittelstand Real Estate AG published this content on 19 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 April 2024 21:51:22 UTC.