INTERIM
REPORT
JANUARY-
SEPTEMBER
2020
INTERIM REPORT JANUARY-SEPTEMBER
2020
01 | TO OUR SHAREHOLDERS
02 | CONSOLIDATED INTERIM | 03 | CONDENSED NOTES | 04 | RESPONSIBILITY STATEMENT |
FINANCIAL STATEMENTS |
CONTENT
Holsten Quartier, Hamburg
André Poitiers Architekt Stadtplaner RIBA (Image is nonbinding)
01 | TO OUR SHAREHOLDERS | 04 | ||||
Consus Facts & Figures ....................................................................................................................... | 04 | ||||
Highlights .................................................................................................................................................. | 06 | ||||
Interim Management Report ............................................................................................................. | 08 | ||||
02 | CONSOLIDATED INTERIM | |||||
FINANCIAL STATEMENTS | 12 | ||||
2.1 | Consolidated Statement of Comprehensive Income............................................................ | 14 | |||
2.2 | Consolidated Statement of Financial Position ....................................................................... | 16 | |||
2.3 | Consolidated Cash Flow Statement ........................................................................................... | 18 | |||
2.4 | Consolidated Statement of Changes in Equity | ..................................................................... | 20 | ||
03 | CCONDENSED NOTES TO THE INTERIM CONSOLIDATED | |||||
FINANCIAL STATEMENTS FOR THE NINE MONTHS | |||||
ENDED 30 SEPTEMBER 2020 | 22 | ||||
3.1 | Information on the Company.......... | 22 | 3.7 | Selected Explanatory Notes........... | 25 |
3.2 | Business Activities............................... | 22 | 3.8 | Segment Information......................... | 35 |
3.3 | Accounting Policies............................ | 23 | 3.9 | Capital Management.......................... | 39 |
3.4 | Fair Value Measurements................. | 23 | 3.10 | Related Parties..................................... | 40 |
3.5 | Changes in Accounting Policies | 3.11 | Contingent Liabilities and | ||
and Other Adjustments..................... | 24 | Other Financial Obligations.............. | 41 | ||
3.6 | Scope of Consolidation..................... | 24 | 3.12 | Events After the | |
Reporting Period.................................. | 42 |
04 | RESPONSIBILITY STATEMENT | 43 |
02 | 03 |
INTERIM REPORT JANUARY-SEPTEMBER
2020
01 | TO OUR SHAREHOLDERS
02 | CONSOLIDATED INTERIM | 03 | CONDENSED NOTES | 04 | RESPONSIBILITY STATEMENT |
FINANCIAL STATEMENTS |
CONSUS FACTS & FIGURES
CURRENT REAL ESTATE | * | |||
PORTFOLIO | 40 projects | * pro formasignedfor UpfrontSales | ||
NET FLOOR | m² proformaforsignedUpfrontSales | |||
AREA TOTAL 1,350* thousand |
Consus Real Estate AG, headquartered in Berlin, is the leading real estate developer in the top 9 cities in Germany with a gross development volume, pro forma for the recently announced disposals, of €8bn. Consus focuses on the development of residential complexes and standardised multi-storey residential construction, which are sold to institutional investors through forward sales. Adler Group (formerly ADO Properties SA), the strategic shareholder of Consus, announced that it intends to change the business strategy of Consus to a build- to-hold approach. Consus has a strategic co-operation agreement with Adler Group where it works together with
Adler Group on its residential development portfolio. As part of the agreement, CONSUS has provided a right to Adler Group to allow it to match any offer from a third party on residential development projects worked on together.
Thanks to its own construction competence and the digitalisation of construction processes, Consus operates along the entire value chain of real estate de- velopment. Consus delivers the realisa- tion of projects from planning and execution to handover, property management and related services through its subsidiaries Consus RE GmbH and Consus Swiss Finance AG.
* | |||||||
RESIDENTIAL | * | ||||||
PERCENTAGE | |||||||
OF TOTAL NFA | 63% | * prosignedformafor UpfrontSales | |||||
RESIDENTIAL | 850* thousand | m² | * pro forma for signed Upfront Sales | ||||
NET FLOOR AREA | |||||||
WITH A GDV OF | 8.6* billionEuros | signedforformapro* SalesUpfront |
PROJECT DEVELOPMENTS | ||
GDV IN TOP 9 CITIES | * | * pro forma for signed Upfront Sales |
IN GERMANY | 99% |
04 | 05 |
INTERIM REPORT JANUARY-SEPTEMBER
2020
01 | TO OUR SHAREHOLDERS
02 | CONSOLIDATED INTERIM | 03 | CONDENSED NOTES | 04 | RESPONSIBILITY STATEMENT |
FINANCIAL STATEMENTS |
HIGHLIGHTS OF PROJECT DEVELOPMENT
Stuttgart
VAI CAMPUS STUTTGART
Close to the metropolis of Stuttgart, Consus is developing a smart project in a class of its own. Around the former IBM campus, designed by the German architectural legend Egon Eiermann, three neighbourhoods will become a home for more than 3,000 people.
Inspired by naturally grown Old Town areas, these will be enjoyable and comfortable spaces for their residents. Shops, restaurants and cafés complete the complex and make it an organic urban residential area committed to the idea of a future worth living in.
Düsseldorf
BENRATHER GÄRTEN
In Düsseldorf, the plot formerly occupied by the Outokumpu steel mill is being developed into a green urban complex with residential and commercial areas. Close
to the Baroque-style Benrath Palace, the Benrather Gärten will provide modern, urban housing in the centre of the Rhine- Ruhr metropolitan region.
Steidle Architekten (Image is nonbinding)
Hamburg
HOLSTEN QUARTIER
© Schellenberg & Bäumler Architekten - Lindenkreuz Eggert (Image is nonbinding)
At the former site of the traditional Hol- sten Brewery in Hamburg, Consus is developing a hip and urban neighbour- hood, in which offices, restaurants, retail and over 1.000 apartments are being built. The neighbourhood creates much- needed living space in the Hanseatic city and breathes new life into the historic site.
The Holsten brewery is located in the heart of Hamburg's Altona-Nord district. This area is home to the Neue Mitte Alto- na, a district development and reorgani- sation of the Hamburg-Altona railway junction. In many streets you can still find magnificent buildings from the Wil- helminian period. The development area offers the opportunity to redesign the centre of the district next to the Neue Mitte Altona.
06 | 07 |
INTERIM REPORT | ||||
JANUARY-SEPTEMBER | ||||
2020 | 01 | TO OUR SHAREHOLDERS | 02 | CONSOLIDATED INTERIM | 03 | CONDENSED NOTES | 04 | RESPONSIBILITY STATEMENT |
FINANCIAL STATEMENTS |
INTERIM
MANAGEMENT
REPORT
KEY EVENTS DURING THE REPORTING PERIOD
In the third quarter of 2020, Consus Real Estate AG ("Consus") continued to operate the business through the challenges of the coronavirus pandemic. Total income of €705.6 million increased year-on-year by 34.4%. Our key performance indicator, EBITDA pre-PPA and pre-one-offs (Adjusted EBITDA), reached €193.2 million leading to an adjusted EBITDA pre-PPA margin of 27.4%. The company reports its figures on a pre purchase price allocation ('PPA') and pre-one-off basis in order to remove the accounting
CEO Andreas Steyer and CFO Benjamin Lee left the Management Board of the company on 11 July 2020 and on 26 July 2020 respectively. Andreas Steyer has led the company with strategic straightforwardness and consistency, and Benjamin has financed the strategy and positioned it expertly and sustainably with investors.
Adler announced its intention to change the Company' business strategy to focus on build-to-hold as part of the
upfront sales, the GDV of the portfolio will be €8.6 billion across 40 projects. Following these upfront sales, Consus will have increased its proportion of residential in developments to over 63%, and its remaining development portfolio of GDV €8.6 billion is almost exclusively in Germa- ny's top 9 cities, with 92% of GDV in Germany's top 7 cities.
Gross Asset Value (GAV) according to IFRS amounted to €2.92 billion and the company's market gross asset value (Market GAV) €3.58 billion (year end 2019: €3.62 billion) both reflecting the deconsolidation of the upfront sale announced on 8 May 2020; no adjustments were made for general market values. Pro forma for the other disposal, Market GAV is estimated to be €3.1 billion as at 30 Septem- ber 2020.
impact of the acquisitions and highlight the underlying business performance. LTM Adjusted EBITDA reached €252.5 million, reflecting the challenging economic conditions in 2020.
On 29 June 2020, Adler Group S.A. (formerly ADO Properties SA) ("Adler") announced that it had exercised its call option to acquire control of Consus followed by an announcement on 6 July 2020 that they had successfully closed the call option and acquired control with a current stake of approx. 65%.
In line with the ongoing integration of operations and streamlining of its group structure, Consus completed the acquisition of the remaining 25% minority stake (on a fully diluted basis) in Consus RE AG (formerly CG Gruppe AG) ("Consus RE") in July 2020. Subsequently, Consus RE became a wholly-owned subsidiary of Consus and its legal structure was converted to a limited liability company (GmbH) as a further milestone to optimise and simplify the group.
combined group. Under the revised business strategy, Consus expects that certain forward sales and upfront sales currently planned for 2020, which would have contributed to the Company's 2020 results, will not be undertaken. For this reason, Consus has withdrawn its guidance of an Adjusted EBITDA of approx. EUR 450m for 2020.
Consus is pleased to continue achieving growth and strategic transformation against the backdrop of challenging economic conditions.
PORTFOLIO DEVELOPMENT
Consus is the leading residential real estate developer in Germany's top 9 cities with a portfolio of €10.6 billion as at 30 September 2020 across 48 projects. The closing of the acquisition of the large-scale development project 'Grand Central' in the city centre of Düsseldorf resulted in a GDV increase of €0.6 billion. Pro-forma for the announced
DEVELOPMENT OF INCOME STATEMENT ITEMS | ||||
Q1-3 2020 | Q1-3 2019 | Change | ||
in k€ | in k€ | in % | ||
Total income | 705,553 | 525,040 | 34.4% | |
- Income from letting activities | 9,990 | 13,702 | -27.1% | |
- Income from real estate inventory disposed of | 344,601 | 186,535 | 84.7% | |
- Income from property development | 306,189 | 313,725 | -2.4% | |
- Income from service, maintenance and management activities | 44,773 | 11,079 | >100 | |
Change in project-related inventory | -83,454 | 83,613 | -199.8% | |
Overall performance | 622,099 | 608,653 | 2.2% | |
EBITDA (Earnings before interest, taxes, | 158,437 | 220,187 | -28.0% | |
depreciation and amortisation) | ||||
Adjusted EBITDA (pre PPA and one-off expenses) | 193,216 | 285,192 | -32.3% | |
Adjusted EBITDA margin | 27.4 | 54.3 | -26.9 | |
Financial result | -195,342 | -172,166 | 13.5% | |
Consolidated net income | -37,224 | 29,326 | n/a |
08 | 09 |
INTERIM REPORT JANUARY-SEPTEMBER
2020
01 | TO OUR SHAREHOLDERS
02 | CONSOLIDATED INTERIM | 03 | CONDENSED NOTES | 04 | RESPONSIBILITY STATEMENT |
FINANCIAL STATEMENTS |
RESULTS FROM OPERATIONS
In the first nine months of 2020, the Group generated a total income of €705.6 million (Q1-3 2019: €525.0 million) with an overall performance of €622.1 million (Q1-3 2019: €608.7 million).
Revenues from letting activities provided €10.0 million (Q1-3 2019: €13.7 million) and remained on a stable lower level as a non-core business of Consus. The Adjusted EBITDA (pre-purchase price allocation and one-off expens- es) amounted to €193.2 million at the end of the third quarter of 2020 (Q1-3 2019: €285.2 million), based off a reported EBITDA of €158.4 million (Q1-3 2019: €220.2 million). The EBITDA contribution came mainly from the development projects and capitalised interest, with a small contribution from letting and services activities.
Other operating expenses amounted to €56.0 million in the first nine months and are higher than in the same period of 2019 (€48.8 million) due to increased expenditures for strategic transformation initiatives such as the integration programs. The Consolidated Net Income of €-37.2 million in the first nine months of 2020 (Q1-3 2019: €29.3 million) was mainly caused by higher construction expenditures as well as financial expenses.
payments on land and invests and others. Prepayments related to land and construction increased as projects were forward sold and constructed, demonstrating the strength of our forward sale focused business model.
Total financing liabilities increased to €3,006.7 million (31 December 2019: €2,850.5 million), not reflecting the (pre- liminary) purchase price receivable of €339.7 million from the Gröner upfront sale. After considering this receivable, total financing liabilities decrease to €2,666.9 million and are below the level of year end 2019. Net debt increased to €2,876.9 million (31 December 2019: €2,699.9 million) mainly caused by lower amount of debt outstanding to financial institutions, which decreased by €540.4 million, but higher amount of debt outstanding to our shareholder Adler, which were not available at year end 2019, amounting to €696.5 million. The Adler loans will have a very positive impact on our future financial result, because of materially lower interest rates than from financial institutions. In addition, the preliminary purchase price receivable of €339,7 million from the Gröner upfront sale had not been received as per the reporting date. The majority of this amount will be used to further reduce the debt to financial institutions in Q4 2020. After deducting the preliminary purchase price receivable pro forma net debt is €2,537.2 million. Total equity amounted to €1,035,018 million (31 December 2019: €1,064.4 mil- lion) at the reporting date.
OUTLOOK
Consus continues to believe that German residential real estate in the top 9 cities will prove to be one of the most robust asset classes despite the coronavirus pandemic. The proportion of Consus' GDV within the top 9 cities has increased during the year and now stands at 99%.
The second wave of the Coronavirus pandemic infections started in Q3 2020. Consus cannot conclusively assess the effects on Consus from the impact on the overall economic and industry-related developments by the coronavirus. Consus will continue to assess any potential macroeconomic and industry-related impacts as well as any impact on the Group's business, either directly or from reduced economic visibility, and will update the market as appropriate.
RISK MANAGMENT
Since March 11, 2020, the coronavirus has been classified as a pandemic. A pandemic is an epidemic that spans multiple countries and continents. The World Health Organization (WHO) anticipates a further increase in the number of cases and possible deaths, as well as the number of countries affected, and expresses concern about the spread and severity of the diseases. In the meanwhile, the second wave
This also entails increased financial, financing and liquidity risks as well as risks in the project development phases, e.g. in the area of financing, completion and sale of the Consus' projects. The completion can be delayed due to the lack of availability of materials or of our own as well as employees of subcontractors, e.g. because the entry to Germany is prevented by closing the borders. Delayed completions can lead to later cash flows under forward sales contracts or those from condominium sales. There is also a risk of increasing building costs. Upfront sales can be delayed due to economic uncertainty and sales prices achieved may de- cline. Fundamentally, willingness to invest can also diminish in the economic environment shaped by the coronavirus.
The coronavirus pandemic is currently being successfully addressed in Germany; however, there is no certainty on whether the incidence of coronavirus will increase again and on the overall impact of the economy and on Consus. Consus continues to actively assess the risks and potential actions.
Otherwise, the risk profile of Consus remains materially unchanged and in line with the risks and opportunities outlined in our Consolidated Financial Statements and Group Management Report dated 31 December 2019. However, the material upfront sales of development projects in 2020 as well as refinancing of debt based on loans from the new majority shareholder Adler Group resulted in additional sig-
BALANCE SHEET REVIEW
The balance sheet remained stable with total assets only slightly decreasing from €4.76 billion as at year-end to €4.75 billion as at 30 September 2020. Investment properties decreased from €384.0 million as at year end to €99.7 million driven by the announced divestments in Q2 2020. Financial assets increased to €168.4 million from €104.7 million as at 31 December 2019 mainly caused by reclassification of receivables from related parties and a higher amount of restricted cash with a term of more than 3 months. Total contract assets net of contract liabilities increased to €408.4 million from €282.0 million as of 31 December 2019 reflecting work in progress on existing forward sales, with prepayments related to forward sales increasing from €483.1 million as of 31 December 2019 to €539.2 million. Total cash, restricted and unrestricted decreased from €150.6 million at year end 2019 to €129.8 million as of 30 September 2020 caused mainly by the increase in prepayments received and net proceeds from borrowings as well as cash consumption in operations in Q1-3 2020.
As of 30 September 2020, Consus Group has received a total of €865.4 million (31 December 2019: €788.9 million) in prepayments from forward sales including advanced
CASHFLOW
Consus' net cashflow from operating activities amounted to €-108.8 million as of 30 September 2020 (Q3 2019: €123.3 million), reflecting the ramp-up of construction business and lack of forward sales in the quarter. Investing cash flow was € -48.6 million, primarily reflecting capex spend. From a financing perspective, €713.2 million of debt was repaid, with a further €971.3 million being raised as the company refinances its project debt. The material refinancing of expensive third-party debt through loans from the new majority shareholder Adler Group resulted in a significant reduction of the average interest rate.
RECENT DEVELOPMENTS
The Annual General Meeting of Consus Real Estate AG was held in Berlin on October 15, 2020 as a virtual event due to the coronavirus pandemic. All resolutions of the agenda have been approved by a large majority, thus providing full support for the company's strategy.
of the coronavirus justify these concerns. The situation is considered being very serious on part of the company. If the coronavirus is suspected or occurs among Consus employees, service providers or suppliers, there may be delays on the construction sites of our projects.
The Management Board has assessed the risk from the further spread of the pandemic and the effects on the asset, financial and earnings situation as relevant. An internal crisis team has been established to decide on all necessary measures to be taken and to be managed. The managers and employees of the Consus Group have been informed and instructed about precautionary measures and specific measures to be taken in the event of suspected or occurring illness.
The outbreak of the coronavirus and its rapid spread across many countries and continents has led to a change in certain risk estimates made by the Management Board as of December 31, 2019. At the moment, Consus cannot conclusively assess the effects on Consus from the impact on the overall economic and industry-related developments by the coronavirus, but has assumed that the risks in this risk category have generally increased.
nificant reduction of the average interest rate.
Berlin, 27 November 2020
10 | 11 |
INTERIM REPORT JANUARY-SEPTEMBER
2020
01 | TO OUR SHAREHOLDERS | 02 | CONSOLIDATED INTERIM | 03 | CONDENSED NOTES | 04 | RESPONSIBILITY STATEMENT |
FINANCIAL STATEMENTS |
CONSOLIDATED INTERIM FINANCIAL STATEMENTS
12 | 13 |
INTERIM REPORT
JANUARY-SEPTEMBER
2020 | 01 | TO OUR SHAREHOLDERS |
2.1 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Note | 01/01/- | 01/01/- | 01/07/- | 01/07/- | |
30/09/2020 | 30/09/2019* | 30/09/2020 | 30/09/2019* | ||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | ||
in k€ | in k€ | in k€ | in k€ | ||
Income from letting activities | 3.7.1 | 9,990 | 13,702 | 1,631 | 4,978 |
Income from real estate inventory | |||||
disposed of | 344,601 | 186,535 | 4,903 | 184,135 | |
Income from property development | 3.7.2 | 306,189 | 313,725 | 88,462 | 121,626 |
Income from service, maintenance and | 44,773 | 11,079 | -3,073 | 3,956 | |
management activities | |||||
Total income | 705,553 | 525,040 | 91,923 | 314,694 | |
Change in project related inventory | 3.7.2 | -83,454 | 83,613 | 39,760 | -39,668 |
Overall performance | 622,099 | 608,653 | 131,682 | 275,026 | |
Expenses from letting activities | 3.7.1 | -5,584 | -6,756 | -2,464 | -1,916 |
Cost of materials | -362,268 | -304,340 | -70,744 | -136,267 | |
Net income from the remeasurement of | |||||
investment properties | - | 7,620 | - | -782 | |
Other operating income | 19,440 | 13,318 | 8,479 | 4,836 | |
Personnel expenses | -59,279 | -49,534 | -21,407 | -20,152 | |
Other operating expenses | 3.7.3 | -55,971 | -48,774 | -8,028 | -17,146 |
EBITDA (Earnings before interest, | |||||
taxes, depreciation and amortisation) | 158,437 | 220,187 | 37,518 | 103,598 | |
Depreciation and amortisation | -7,250 | -6,053 | -1,880 | -2,734 | |
EBIT* | |||||
(Earnings before interest and taxes) | 151,187 | 214,135 | 35,637 | 100,864 | |
Financial income | 3.7.4 | 27,069 | 22,393 | 3,561 | 9,201 |
Financial expenses | 3.7.4 | -222,411 | -194,559 | -96,593 | -74,435 |
EBT (Earnings before taxes) | -44,155 | 41,969 | -57,395 | 35,630 | |
Income tax expenses | 3.7.5 | 6,932 | -12,643 | 10,927 | -10,734 |
Net income (Earnings after taxes) | |||||
from continued operations | -37,224 | 29,326 | -46,468 | 24,897 | |
Discontinued operations | |||||
Net income (Earnings after taxes) | |||||
from discontinued operations | - | - | - | - | |
Consolidated net income | -37,224 | 29,326 | -46,468 | 24,897 | |
Other comprehensive income | 80 | 439 | -243 | 172 | |
thereof non-recycling | - | - | - | - | |
thereof will be reclassified to profit | |||||
or loss | 80 | 439 | -243 | 172 | |
Total comprehensive income | -37,144 | 29,765 | -46,711 | 25,068 |
* including interest expenses that are capitalized in accordance with IAS 23 (refer to note 3.7.2)
02 | CONSOLIDATED INTERIM | 03 | CONDENSED NOTES | 04 | RESPONSIBILITY STATEMENT |
FINANCIAL STATEMENTS |
Note | 01/01/- | 01/01/- | 01/07/- | 01/07/- | |
30/09/2020 | 30/09/2019* | 30/09/2020 | 30/09/2019* | ||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | ||
in k€ | in k€ | in k€ | in k€ | ||
Of the net income from continuing op- | |||||
erations for the period, the following | |||||
is attributable to: | |||||
Non-controlling interests | -4,190 | 15,237 | 4,718 | 9,481 | |
Shareholders of the parent company | -33,034 | 14,089 | -51,187 | 15,416 | |
Of the total comprehensive income | |||||
from continuing operations for the pe- | |||||
riod, the following is attributable to: | |||||
Non-controlling interests | -4,190 | 15,237 | 4,697 | 9,557 | |
Shareholders of the parent company | -32,954 | 14,528 | -51,409 | 15,512 | |
Total comprehensive income for the | |||||
period attributable to shareholders of | |||||
the parent company arising from: | |||||
Continuing operations | -32,954 | 14,528 | -51,409 | 15,512 | |
Discontinued operations | - | - | - | - | |
Total comprehensive income for the | |||||
period attributable to non-controlling | |||||
interests arising from: | |||||
Continuing operations | -4,190 | 15,237 | 4,697 | 9,557 | |
Discontinued operations | - | - | - | - | |
Earnings per share from continued | |||||
operations (basic) in EUR | 3.7.6 | -0.23 | 0.10 | -0.36 | 0.11 |
Earnings per share from continued | |||||
operations (diluted) in EUR | 3.7.6 | -0.23 | 0.09 | -0.36 | 0.10 |
* Prior year figures adjusted (3.5.2)
14 | 15 |
INTERIM REPORT
JANUARY-SEPTEMBER
2020 | 01 | TO OUR SHAREHOLDERS |
2.2 CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Note | 30/09/2020 | 31/12/2019 | ||
(unaudited) | ||||
in k€ | in k€ | |||
Non-current assets: | ||||
Investment property | 99,681 | 384,044 | ||
Property, plant and equipment | 9,009 | 11,076 | ||
Right-of-use assets | 10,971 | 17,144 | ||
Goodwill | 1,036,489 | 1,036,489 | ||
Other intangible assets | 4,385 | 4,919 | ||
Investments accounted for using the equity method | 21,065 | 21,046 | ||
Receivables from related parties | 3.10 | 1,007 | 184 | |
Financial assets | 3.7.9 | 72,009 | 73,559 | |
Other assets | 3.7.9 | 196 | 194 | |
Contract assets | 3.7.7 | 23,828 | 13,856 | |
Total non-current assets | 1,278,639 | 1,562,511 | ||
Current assets: | ||||
Inventory | 3.7.8 | 2,378,493 | 2,472,621 | |
Trade and other receivables | 394,037 | 41,663 | ||
Receivables from related parties | 3.10 | 3,650 | 109,082 | |
Tax receivables | 6,411 | 11,572 | ||
Financial assets | 3.7.9 | 96,434 | 31,101 | |
Other assets | 3.7.9 | 45,808 | 28,707 | |
Contract assets | 3.7.7 | 391,047 | 321,347 | |
Cash and cash equivalents | 3.7.12 | 129,765 | 150,613 | |
Assets held for sale | 26,100 | 26,100 | ||
Total current assets | 3,471,744 | 3,192,805 | ||
Total Assets | 4,750,383 | 4,755,315 |
02 | CONSOLIDATED INTERIM | 03 | CONDENSED NOTES | 04 | RESPONSIBILITY STATEMENT |
FINANCIAL STATEMENTS |
Note | 30/09/2020 | 31/12/2019 | |
(unaudited) | |||
in k€ | in k€ | ||
Equity: | |||
Subscribed capital | 161,332 | 136,582 | |
Capital reserves | 1,099,882 | 877,132 | |
Other Reserves | -251,303 | -81,606 | |
Non-controlling interests | 25,107 | 132,286 | |
Total Equity | 1,035,018 | 1,064,394 | |
Non-current liabilities: | |||
Financing liabilities | 1,175,789 | 1,655,621 | |
Provisions | 3,211 | 2,843 | |
Prepayments received | 3.9.2 | - | - |
Liabilities to related parties | 3.10 | - | 27,500 |
Other liabilities | 16,063 | 32,572 | |
Deferred tax liabilities | 38,313 | 111,232 | |
Total non-current liabilities | 1,233,375 | 1,829,767 | |
Current liabilities: | |||
Financing liabilities | 1,134,353 | 1,194,880 | |
Provisions | 9,344 | 7,426 | |
Trade payables | 98,843 | 97,576 | |
Liabilities to related parties | 3.10 | 715,135 | 53,299 |
Tax payables | 55,603 | 53,038 | |
Prepayments received | 3.9.2 | 326,203 | 305,777 |
Other liabilities | 136,020 | 95,993 | |
Contract liabilities | 3.7.7 | 6,489 | 53,166 |
Liabilities included in a disposal group classified as held for sale | - | - | |
Total current liabilities | 2,481,990 | 1,861,154 | |
Total equity and liabilities | 4,750,383 | 4,755,315 |
16 | 17 |
INTERIM REPORT
JANUARY-SEPTEMBER
2020 | 01 | TO OUR SHAREHOLDERS |
2.3 CONSOLIDATED CASH FLOW STATEMENT
Note | 01/01/- | 01/01/- | ||
30/09/2020 | 30/09/2019* | |||
(unaudited) | (unaudited) | |||
in k€ | in k€ | |||
Operating activities: | ||||
Net profit | -37,224 | 29,326 | ||
Tax expense | 3.7.5 | -6,932 | 12,643 | |
Profit (loss) before tax | -44,155 | 41,969 | ||
Adjustments to reconcile profit before tax to net cash flows: | ||||
Depreciation and impairment of property, plant and equipment | 2,586 | 3,346 | ||
Amortisation and impairment of intangible assets | 895 | 93 | ||
Depreciation on right-of-use asset | 3,769 | 2,613 | ||
Valuation gains on financial assets | -1 | - | ||
Valuation gains on investment property | - | -7,620 | ||
Financial income | 3.7.4 | -27,069 | -22,393 | |
Financial expenses | 3.7.4 | 222,411 | 194,559 | |
Other non-cash adjustments | 512 | 2,296 | ||
158,948 | 214,863 | |||
Working capital adjustments: | ||||
Decrease/(increase) in rent and other receivables | -336,725 | 14,110 | ||
Decrease/(increase) prepayments, accrued income | -1,055 | |||
and other assets | -11,646 | |||
Decrease/(increase) in inventories and contractual assets | 3.7.7 | -45,220 | -285,733 | |
(Decrease)/increase in prepayments on development projects | 59,676 | 193,303 | ||
Decrease/(increase) in investment property | 310,776 | -34,377 | ||
(Decrease)/increase in trade, other payables and accruals, | ||||
contractual liabilities and other liabilities | -240,938 | 19,546 | ||
Income tax paid | -3,664 | 2,695 | ||
Net cash flow from operating activities | -108,792 | 123,354 |
- Prior year figures adjusted (3.5.2)
02 | CONSOLIDATED INTERIM | 03 | CONDENSED NOTES | 04 | RESPONSIBILITY STATEMENT |
FINANCIAL STATEMENTS |
Note | 01/01/- | 01/01/- | |
30/09/2020 | 30/09/2019* | ||
(unaudited) | (unaudited) | ||
in k€ | in k€ | ||
Investing activities: | |||
Acquisition of consolidated entities, net of cash acquired | - | -65,238 | |
Purchase of investment property | -10,168 | -55,632 | |
Loans granted | -1,084 | -7,500 | |
Capital expenditure on investment property | -10,863 | -25,036 | |
Proceeds from the sale of PPE & intangibles | 187 | - | |
Expenditure on other fixed assets | -2,530 | -1,162 | |
Interest received | 3.7.4 | 986 | 1,597 |
Change in financial assets | -25,092 | -43,041 | |
Net cash flow from investing activities | -48,562 | -196,010 | |
Financing activities: | |||
Proceeds from borrowings | 971,317 | 1,409,185 | |
Repayment of borrowings | -713,156 | -1,075,093 | |
Acquisition of additional shares in consolidated entities | -13,599 | -13,650 | |
Principal elements of lease payments | -3,686 | -2,805 | |
Interest paid | 3.7.4 | -104,369 | -178,218 |
Net cash flow from financing activities | 136,507 | 139,419 | |
Cash effective change in cash and cash equivalents | - | - | |
from discontinuing operations | |||
Net increase/(decrease) in cash and cash equivalents | -20,848 | 66,762 | |
Effect of exchange rate changes on cash and cash equivalents | - | - | |
Cash and cash equivalents at the beginning of the year | 150,613 | 91,603 | |
Cash and cash equivalents at 31 December 2019 | 129,765 | 158,365 |
- Prior year figures adjusted (3.5.2)
18 | 19 |
INTERIM REPORT
JANUARY-SEPTEMBER
2020 | 01 | TO OUR SHAREHOLDERS |
2.4 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Subscribed | Capital | Retained | Other | |
capital | reserves | earnings | reserves | |
in k€ | in k€ | in k€ | in k€ | |
01/01/2020 | 136,582 | 877,132 | -44,059 | -36,149 |
Profit for the period | - | - | -33,034 | - |
Other comprehensive income | - | - | - | - |
Total comprehensive income | ||||
for the period | - | - | -33,034 | - |
Conversion Notice Convertible Loan | - | - | - | - |
Transactions with minority shareholders without | - | - | - | - |
change of control | ||||
Consolidation of entities with | - | - | - | - |
minority interest | ||||
Deconsolidation of entities with minority interest | - | - | - | - |
Effects from PPA finalisation | ||||
Share transfer | 24,750 | 222,750 | - | -136,744 |
Reversal of guaranteed dividend | - | - | - | - |
30/09/2020 | 161,332 | 1,099,882 | -77,093 | -172,893 |
OCI | Total | NCI | Total Equity | |
in k€ | in k€ | in k€ | in k€ | |
01/01/2020 | -1,397 | 932,108 | 132,286 | 1,064,394 |
Profit for the period | - | -33,034 | -4,190 | -37,224 |
Other comprehensive income | 80 | 80 | - | 80 |
Total comprehensive income for the period | 80 | -32,954 | -4,190 | -37,144 |
Conversion Notice Convertible Loan | - | - | - | - |
Transactions with minority shareholders | - | |||
without change of control | - | - | - | |
Consolidation of entities with minority interest | - | - | 3,759 | 3,759 |
Deconsolidation of entities with minority interest | -6,497 | -6,497 | ||
Effects from PPA finalisation | - | - | - | - |
Share transfer | - | 110,756 | -110,756 | - |
Reversal of guaranteed dividend | - | - | 10,505 | 10,505 |
30/09/2020 | -1,317 | 1,009,910 | 25,107 | 1,035,018 |
02 | CONSOLIDATED INTERIM | 03 | CONDENSED NOTES | 04 | RESPONSIBILITY STATEMENT |
FINANCIAL STATEMENTS |
Note | Subscribed | Capital | Retained | Other | ||
capital | reserves | earnings | reserves | |||
in k€ | in k€ | in k€ | in k€ | |||
01/01/2019 | 134,040 | 904,233 | -24,500 | -8,649 | ||
Profit for the period | - | - | 14,089 | - | ||
Other comprehensive income | - | - | - | - | ||
Total comprehensive income | ||||||
for the period | - | - | 14,089 | - | ||
Conversion Notice Convertible Loan | 2,541 | 16,436 | - | - | ||
Transactions with minority shareholders | - | -57,051 | - | - | ||
without change of control | ||||||
Consolidation of entities with | 3.5 | - | - | - | - | |
minority interest | ||||||
Effects from PPA finalisation | - | - | - | 1,335 | ||
30/09/2019 | 136,582 | 863,618 | -10,411 | -7,314 | ||
Note | OCI | Total | NCI | Total Equity* | ||
in k€ | in k€ | in k€ | in k€ | |||
01/01/2019 | -1,828 | 1,003,295 | 148,600 | 1,151,895 | ||
Profit for the period | - | 14,089 | 15,237 | 29,326 | ||
Other comprehensive income | 439 | 439 | - | 439 | ||
Total comprehensive income | ||||||
for the period | 439 | 14,528 | 15,237 | 29,765 | ||
Conversion Notice Convertible Loan | - | 18,977 | - | 18,977 | ||
Transactions with minority shareholders | ||||||
without change of control | - | -57,051 | -9,879 | -66,930 | ||
Consolidation of entities with | ||||||
minority interest | 3.5 | - | - | 3,622 | 3,622 | |
Effects from PPA finalisation | - | 1,335 | -1,963 | -628 | ||
30/09/2019 | -1,389 | 981,085 | 155,617 | 1,136,702 |
- Prior year figures adjusted (3.5.2)
By exercising the authorized capital with resolution of 17 June 2020, the company increased its share capital by €24,750,000 to €161,331,507 by issuing a total of 24,750,000 bearer shares with a proportionate amount of the share capital of €1.00 per share. The difference to the selling price of €10.00 per share is reflected in the capital reserve and amounts to in total €222,750,000.
The increase in minority interests results from the first-time consolidation of 11 new entities (Grand Central). Die decon- solidation of minority interests is a correction in presentation in relation to the purchase of the non-controlling interests in Consus RE GmbH in Q2 2020.
20 | 21 |
INTERIM REPORT | |
JANUARY-SEPTEMBER | |
2020 | 01 | TO OUR SHAREHOLDERS |
02 | CONSOLIDATED INTERIM | 03 | CONDENSED NOTES | 04 | RESPONSIBILITY STATEMENT |
FINANCIAL STATEMENTS |
CONDENSED NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED
30 SEPTEMBER 2020
100% | Consus Real Estate AG 93% |
Consus | Consus |
RE GmbH | Swiss Finance AG |
Berlin | Zug, Switzerland |
Note: Consus RE GmbH was formerly CG Gruppe AG. Name changed on 17 September 2020. Consus Swiss Finance AG was formerly SSN Group AG. Name changed on 21 August 2019.
Consus RE GmbH (formerly CG Gruppe) and Consus Swiss Finance AG (formerly SSN Group) together are referred to as Consus Development.
The Condensed Interim Consolidated Statement of Comprehensive Income is prepared according to the nature of expense method. The presentation of the Condensed Interim Consolidated Statement of Financial Position distinguishes between current and non-current assets and current and non-current liabilities. Assets and liabilities falling due within one year are classified as current.
The Company's condensed interim consolidated financial statements and those of its subsidiaries are prepared according to uniform accounting policies. In the process, the principles are consistent with those followed in the preparation of the Group's consolidated financial statements for the year ended 31 December 2019, except for the adoption of new standards, interpretations and amendments adopted with effect from 1 January 2020 (see section 3.5.1). These Condensed Interim Financial Statements shall therefore be read together with the Group's consolidated financial statements 2019.
General information on the Condensed Interim Consolidated Financial Statements
The Condensed Interim Consolidated Financial Statements of Consus Real Estate AG have been prepared in accordance with the provisions of International Financial Reporting Standards (IFRS) for interim reporting adopted and issued by the International Accounting Standards Board (IASB), as adopted by the European Union. Based on the option under IAS 34.10, the notes to the interim financial statements were presented in condensed form.
3.4 FAIR VALUE MEASUREMENTS
When determining the fair value of assets and liabilities, the Group uses directly observable market data. If no observable market data is available, fair values are determined using valuation techniques.
For the valuation of real estate inventory for example future expenses as well as the future selling price are key inputs. Deriving the fair value of financial liabilities heavily depends
3.1 INFORMATION ON THE COMPANY
Consus Real Estate AG ("the Company", "Consus" or "the Parent Company", together with its subsidiaries 'the Group') is a public limited company incorporated under the laws of the Federal Republic of Germany.
The registered address of the Company is Kurfürstendamm 188-189, 10707 Berlin. The Company is registered under the commercial register number HRB 191887B in the commercial register of the district court of Berlin-Charlottenburg.
The condensed interim consolidated financial statements as at and for the nine months ended 30 September 2020, comprise the Company and its subsidiaries.
On 6 July 2020 ADO Properties S.A., subsequently renamed in Adler Group S.A. ("Adler"), announced that it had successfully settled the call option and obtained control of Consus. As a result, Adler currently holds approximately 65,1% in the Company and announced its intention to make an offer to all Consus shareholders to acquire their Consus shares by way of a voluntary public tender offer in the form of an exchange offer.
3.2 BUSINESS ACTIVITIES
The Company specializes in the acquisition, development, management, use and sale of real estate and land rights in Germany through a number of shareholdings.
The Group focuses its business activities primarily on the functions of real estate development as well as some investment property, in which it covers the entire value chain together with experienced partners.
The Company has been operating within the real estate sector since November 2016.
The Group's principal subsidiaries as at 30 September 2020 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the group. Germa- ny is their principal place of business. In June 2020 Consus Real Estate AG acquired the remaining minority shares of Consus RE GmbH (until 17 September 2020 Consus RE AG), which were held by Christoph Gröner or his related parties.
They do not include all of the information required for full annual financial statements, and should be read in conjunction with the Consolidated Financial Statements of the Group for the year ended 31 December 2019. Selected explanatory notes are included to explain events and transactions that are significant for understanding the changes in the Group's financial position and performance since the last annual consolidated financial statements as at and for the year ended 31 December 2019.
3.3 ACCOUNTING POLICIES
The Condensed Interim Consolidated Financial Statements have been prepared in thousands of Euro (€). Rounding differences may occur in respect of individual amounts or per- centages. The Condensed Interim Consolidated Financial Statements are comprised of the Condensed Interim Consolidated Statements of Comprehensive Income, the Condensed Interim Consolidated Statements of Financial Posi- tion, the Condensed Interim Consolidated Statements of Changes in Equity and the Condensed Interim Consolidated Statements of Cash Flows as at and for the nine months period ended 30 September 2020.
on inputs such as the applied market interest rates.
The fair value hierarchy categorizes the inputs used in valuation techniques into three levels, based on their proximity to the market:
Level 1: The (unadjusted) quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date.
Level 2: Inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly (i.e. the price) or indirectly (i.e. derived from the price).
Level 3: Measurement parameters based on unobservable inputs for the asset or liability.
In case the inputs used to measure fair value are categorized into different levels of the fair value hierarchy, the fair value measurement is categorized in its entirety in the level of the lowest level input that is significant to the entire measurement.
22 | 23 |
INTERIM REPORT
JANUARY-SEPTEMBER
2020
The fair value hierarchy can be summarized as follows:
Fair value hierarchy | Level 1 Level 2 Level 3 |
Purchase price allocation | |
in the context of business | x |
combinations | |
Investment properties | x |
Financing liabilities | x |
Derivatives | x |
Assets held for sale | x |
3.5 CHANGES IN ACCOUNTING POLICIES AND OTHER ADJUSTMENTS
3.5.1 NEW ACCOUNTING STANDARDS, INTERPRETATIONS AND AMENDMENTS
Consus has fully implemented all new standards, interpretations and amendments with effect from 1 January 2020. The amendments of IFRS 3 will be considered for future business combinations. The amendments of the interest rate benchmark reform at IFRS 9, IAS 39 and IFRS 7 did not have impacts on the assessment of derivatives, because Consus did not apply hedge accounting.
01 | TO OUR SHAREHOLDERS
3.6 SCOPE OF CONSOLIDATION
As part of its deleveraging strategy the Company announced on 8 May 2020 a significant sale of assets to companies controlled by Christoph Gröner resulting in share deals of 14 subsidiaries, which left the Group's consolidated financial statements as of 31 May 2020. The transaction resulted in a (preliminary) profit of €53.9 million. The (prelim- inary) purchase price receivable of €339.7 million is included in the balance sheet position Trade and other receivables. In mid of November 2020 a final agreement regarding the purchase price and its payment conditions was reached between the involved parties. The Company is currently determining the final purchase price based on this agreement.
On 13/14 August 2020 the final portion of the purchase price of in total €61.1 million including real estate transfer tax and purchase related expenses for 94% shareholding of a group comprised of eleven entities ("Grand Central") was paid and legal ownership was obtained. In addition Consus repaid financial liabilities of the group of in total €83.3 mil- lion, which were subsequently pushed down together with incurred expenses to the acquired entities.
The acquired group of companies does not constitute a business operation within the meaning of IFRS 3 and has been presented as a direct real estate acquisition. The costs
02 | CONSOLIDATED INTERIM | 03 | CONDENSED NOTES | 04 | RESPONSIBILITY STATEMENT |
FINANCIAL STATEMENTS |
3.7 SELECTED EXPLANATORY NOTES
3.7.1 RESULT FROM LETTING ACTIVITIES
The following breakdown shows the result from letting activities for the nine months ended 30 September 2020.
01/01/- | 01/01/- | |||
30/09/2020 | 30/09/2019 | |||
in k€ | in k€ | |||
Rental income | 9,923 | 13,702 | ||
Income from recharged operating costs | 67 | - | ||
Income from other goods and services | - | - | ||
Income from letting activities | 9,990 | 13,702 | ||
Expenses from operating costs | -5,532 | -6,756 | ||
Maintenance expenses | - | - | ||
Other services | -52 | - | ||
Expenses related to letting activities | -5,584 | -6,756 | ||
Net operating income from letting activities | 4,406 | 6,946 | ||
Rental income decreased compared to YTD Q3 2019 and | decrease relates to the disposal of entities as part of the | |||
did not belong to the core business of the Company prior to | transaction with Mr. Gröner. | |||
the acquisition by Adler Group S. A. A portion of the |
The latest amendment of IFRS 16 regarding Covid 19- Related Rent Concessions did not have a material impact on the Company's financial statements.
of acquiring the properties have been allocated to the individual identifiable assets and liabilities based on their fair values. First time consolidation of the acquired group was 1 September 2020 and the group comprised the following (consolidated) net assets:
3.7.2 INCOME FROM PROPERTY DEVELOPMENT/ CHANGE IN PROJECT RELATED INVENTORY
During the first nine months of 2020 no new forward sales contracts were signed. Income from property development resulted from the building progress on existing forward
The change in inventory relates to the capitalized production costs for the inventory properties, which include €99.3 million (YTD Q3 2019 €81.5 million) in capitalized interest on
Fair Value of Net Assets | |
in k€ | |
Inventory | 137,736 |
Trade and other receivables | 951 |
Cash and cash equivalents | 8,437 |
sales projects. The disposal of projects as part of the transaction with Mr. Gröner contributed €294.4 million to the change in project related inventory.
borrowed capital.
Deferred expenses | 212 | ||
Provisions and other non-financial liabilities | -659 | ||
Financial liabilities | -83,442 | ||
Trade payables and other payables | -585 | ||
Net assets | 62,650 | ||
Non-controlling interests | 3,759 |
Apart from these transactions the Group's consolidated financial statement as of 30 September 2020 remained materially unchanged compared to 31 December 2019.
3.7.3 OTHER OPERATING EXPENSES
Other operating expenses break down as follows:
01/01/- | 01/01/- | ||
31/09/2020 | 31/09/2019 | ||
in k€ | in k€ | ||
Write-offs and allowances on receivables | -1,163 | -1,006 | |
Consulting and audit fees | -18,037 | -13,189 | |
Admin expenses | -6,300 | -3,452 | |
Utility expenses for office space | -2,557 | -3,184 | |
Marketing expenses | -10,547 | -15,576 | |
Car and travel expenses | -4,435 | -5,433 | |
Other taxes | -2,690 | -6,127 | |
Other expenses | -10,241 | -808 | |
Total | -55,971 | -48,774 |
24 | 25 |
INTERIM REPORT
JANUARY-SEPTEMBER
2020 | 01 | TO OUR SHAREHOLDERS |
02 | CONSOLIDATED INTERIM | 03 | CONDENSED NOTES | 04 | RESPONSIBILITY STATEMENT |
FINANCIAL STATEMENTS |
During YTD Q3 2020 the increase in operating expenses | of the strategic stake acquisition by Adler as well as |
was primarily in consulting and audit fees as well as admin | the implementation of new software tools. The admin ex- |
expenses compared to the respective prior year period. | penses are not fully comparable between the periods due |
The increase in consulting and audit fees is predominantly | to a change in composition. |
caused by the restructuring of the Group and the impact | |
3.7.4 FINANCIAL INCOME AND | |
FINANCIAL EXPENSES | |
Financial result can be broken down as follows: |
3.7.6 EARNINGS PER SHARE
Basic earnings per share from continuing operations is calculated by dividing the income/loss from continuing operations attributable to the shareholders of the parent company by the weighted average number of undiluted shares in the respective financial year. Basic earnings per share from continuing and discontinued operations is calculated by dividing the consolidated income/loss for the period attributable to shareholders of the parent company by the
undiluted weighted average number of shares in the respective financial year. The weighted average number of ordinary shares is calculated from the number of shares in circulation at the beginning of the period adjusted by the number of shares issued during the period and multiplied by a time-weighting factor. The time-weighting factor reflects the ratio of the number of days on which shares were issued and the total number of days in the period.
01/01/- | 01/01/- | ||
31/09/2020 | 31/09/2019 | ||
in k€ | in k€ | ||
Interest income from bank deposits | - | 13 | |
Income from fair value changes of derivatives | 13,616 | 6,575 | |
Income from derecognition of derivatives | - | -60 | |
Interest income from late payments | - | 39 | |
Interest income from loans | 8,573 | 2,013 | |
Other financial income | 4,879 | 13,813 | |
Total financial income | 27,069 | 22,393 | |
Expense from fair value measurement | |||
of embedded derivatives | -2,726 | -4,782 | |
Interest expense from embedded derivates | - | - | |
Expense from derecognition of derivatives | -1,118 | - | |
Interest expense from loans | -203,998 | -177,209 | |
Interest expense on lease liabilities | -300 | -320 | |
Other financial expenses | -14,268 | -12,248 | |
Total financial expenses | -222,411 | -194,559 | |
Financial result | -195,342 | -172,166 | |
Total financial income mainly increased because of the un- | The increase of interest expense from loans is in part driv- | ||
realized gain of €10,450 thousand resulting from the fair | en by the coupon on the Consus senior secured bond is- | ||
value measurement of the embedded derivative included | sued in two tranches of €400 million in Q2 2019 and €50 | ||
in the €450 million bond. | million in Q4 2019, as well as an overall increase in debt | ||
before some subsidiaries were sold to Christoph Gröner as | |||
of 31 May 2020. | |||
3.7.5 INCOME TAXES |
01/01/- | 01/01/- | |
31/09/2020 | 31/09/2019* | |
in k€ | in k€ | |
Consolidated net income/loss for the period from continuing | ||
operations | -37,224 | 29,326 |
Income/loss from continuing operations attributable to | ||
non-controlling interests | -4,190 | 15,237 |
Income/loss from continuing operations | ||
attributable to shareholders | -33,034 | 14,089 |
Weighted average number of shares issued, in thousands | 145,705 | 134,997 |
Basic earnings per share from continuing operations in EUR | -0.23 | 0.10 |
Number of dilutive potential shares, in thousands | - | 21,766 |
Diluted earnings per share from continuing operations in EUR | -0.23 | 0.09 |
Consolidated net income/loss for the period from discontinued | ||
operations attributable to shareholders | - | - |
Weighted average number of shares issued, in thousands | 145,705 | 134,997 |
Basic earnings per share from discontinued operations in EUR | - | - |
Number of dilutive potential shares, in thousands | - | 21,766 |
Diluted earnings per share from discontinued operations in EUR | - | - |
Consolidated net income/loss for the period from continuing | ||
and discontinued operations attributable to shareholders | -33,034 | 14,089 |
Weighted average number of shares issued, in thousands | 145,705 | 134,997 |
Basic earnings per share from continuing and | ||
discontinued operations in EUR | -0.23 | 0.10 |
Number of dilutive potential shares, in thousands | - | 21,766 |
Diluted earnings per share from continuing and | ||
discontinued operations in EUR | -0.23 | 0.09 |
* Prior year figures adjusted
Income tax expense and income is broken down by origin | |||||
as follows: | |||||
01/01/- | 01/01/- | ||||
30/09/2020 | 30/09/2019* | ||||
in k€ | in k€ | ||||
Current income taxes | -5,006 | -1,718 | |||
Deferred taxes | 11,937 | -10,925 | |||
Tax result | 6,932 | -12,643 |
* Prior year figures adjusted
3.7.7 CONTRACT BALANCES
The timing of revenue recognition, invoicing and cash collections results in billed accounts receivables, unbilled receivables (contract assets) and customer advances (con- tract liabilities) on the Statement of Financial Position. In the Group's development activities, amounts are billed as work progresses in accordance with agreed-upon contractual term, either at periodic intervals or upon achievement of contractual milestones. Generally, billing occurs subsequent to revenue recognition resulting in contract assets.
However, the Group sometimes receives advances from its customers before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the Consolidated Statement of Financial Position on a contract -by-contract basis at the end of each reporting period. Changes in the contract asset and liability balances during the financial year 2019 were not materially impacted by other factors besides as laid out below.
26 | 27 |
INTERIM REPORT
JANUARY-SEPTEMBER
2020 | 01 | TO OUR SHAREHOLDERS |
The following table provides information about contract assets and contract liabilities from contracts with customers:
Book value as of: | Book value as of: | ||
30/09/2020 | 31/12/2019 | ||
in k€ | in k€ | ||
Net contract assets - non-current | 23,828 | 13,856 | |
Gross contract assets - non-current | 23,828 | 13,856 | |
Prepayments received on non-current contract balances | - | - | |
Net contract assets - current | 391,047 | 321,347 | |
Gross contract assets - current | 871,525 | 619,430 | |
Prepayments received on current contract balances | -480,479 | -298,083 | |
Net contract liabilities | -6,489 | -53,166 | |
Gross contract liabilities - current | 52,226 | 131,855 | |
Prepayments received on current contract liabilities | -58,715 | -185,021 | |
Net contract assets (liabilities) | 408,386 | 282,037 |
02 | CONSOLIDATED INTERIM | 03 | CONDENSED NOTES | 04 | RESPONSIBILITY STATEMENT |
FINANCIAL STATEMENTS |
Accrued costs for obtaining Forward Sales contracts were | specific contract to which it relates. The corresponding ex- | |||||
recorded as other assets in prior periods with a remaining | penses accounted for as other operating expenses during | |||||
book value of €6.7 million at the end of Q3 2020. The asset | the half year amounted to €2.2 million. | |||||
is amortised on a straight-line basis over the lifetime of the | ||||||
Financial assets can be broken down as follows: | ||||||
30/09/2020 | 31/12/2019 | |||||
current | non-current | |||||
in k€ | in k€ | in k€ | ||||
Other loans | 37,452 | 10,355 | 18,321 | |||
Restricted cash | 30,039 | 29,290 | 42,092 | |||
Deposits | 5,120 | 45 | 247 | |||
Derivative financial instruments | 894 | 30,617 | 21,468 | |||
Other financial assets | 22,930 | 479 | 22,127 | |||
Shares in non-consolidated companies | - | 1,224 | 404 | |||
Total | 96,434 | 72,009 | 104,659 |
No impairments for credit risks in accordance with IFRS 9 | Furthermore, the value-at-risk is secured by the underlying |
were made in respect of contract assets in the nine months | properties, for which ownership transferral can be delayed |
of 2020. This is due to the circumstances that the credit | until final receipt of the agreed purchase price. |
default risk of the contractual partners is relatively low. |
3.7.8 | INVENTORY | |||||
Inventory also includes the land from forward sales and can | ||||||
be broken down as follows: | ||||||
30/09/2020 | 31/12/2019 | |||||
in k€ | in k€ | |||||
Carrying amount of inventories | 2,378,493 | 2,472,621 | ||||
- thereof Real Estate "Institutional" | 1,520,829 | 1,528,728 | ||||
- thereof Real Estate "Parking" | 28,829 | 26,822 | ||||
- thereof Real Estate "Apartments for sale" | 819,168 | 871,977 | ||||
- thereof Real Estate "Other construction work" | 966 | 33,582 | ||||
- thereof other inventory: not development | 8,700 | 11,513 | ||||
Approx. 70% of the inventory is pledged as underlying | financing liabilities by Adler Group companies resulted in a | |||||
security provided for loan agreements. The repayments of | respective release of securities. | |||||
3.7.9 | OTHER ASSETS | |||||
Other Assets can be broken down as follows: | ||||||
31/09/2020 | 31/12/2019 | |||||
in k€ | in k€ | |||||
Accruals | 6,938 | 3,150 | ||||
Receivables from other taxes | 16,802 | 10,291 | ||||
Prepayments made | 3,101 | 3,809 | ||||
Assets recognised from costs to obtain or fulfil a contract | 6,700 | 8,926 | ||||
Other assets | 12,463 | 2,725 | ||||
Total | 46,004 | 28,900 |
Other loans increased because loans due from related parties as of 31 December 2019 were reclassified to financial assets as of 30 September 2020, because the respective
3.7.10 FINANCIAL INSTRUMENTS
During 2019, the company placed a bond, in two tranches, with a total nominal amount of €450,000 thousand, from which a derivative (option for early repurchase of the bond) was split off with a fair value at the time of issue totalling €13,397 thousand. The bond is measured at amortized cost using the effective interest method and had a book value of €456,900 thousand as of 30 September 2020. The carrying amount of the derivative shown as a financial asset was €27,828 thousand as of 30 September 2020.
The nominal amount of the convertible bond as of 30 Sep- tember 2020 was €119,600 thousand after the repayment of €54,100 thousand made in the third quarter due to the change of control at Consus Real Estate AG and the book value as of 30 September 2020 was €115,937. The embedded derivative had a fair value of €13,105 thousand at the end of YTD Q3 2020, which was shown in the financing lia- bilities. The convertible bond is valued using an option price model. Key input factors in the valuation are the share price and the volatility of the share price.
debtors did not qualify anymore as related parties at 30 September 2020.
In some cases, the bonds concluded by Consus Development contain embedded derivatives, which must be measured at fair value through profit or loss separately from their host contract. These embedded derivatives are termination options that allow Consus Development to repay the respective bonds before the actual due date. Termination options are assessed using an option pricing model (binomial model). The main input factors in the option price model used are volatility and the refinancing interest rate on the valuation date. As at 30 September 2020, the market value of the derivatives was €3.7 million.
The following abbreviations are used for the measurement categories:
• | FVTPL: | Fair Value through Profit and Loss |
• | AC: | Amortised Cost |
- Debt FVOCI: Debt investments at Fair Value through Other Comprehensive Income
- Equity FVOCI: Equity investments at Fair Value through Other Comprehensive Income
Financial assets and liabilities by measurement category and class are shown in the following table.
28 | 29 |
INTERIM REPORT
JANUARY-SEPTEMBER
2020 | 01 | TO OUR SHAREHOLDERS |
VALUATION CATEGORIES ACC.
Category acc. | Carrying | Nominal | Amortised | |
to IFRS 9 | value as of | value | costs | |
30/09/2020 | ||||
in k€ | in k€ | in k€ | ||
Non-current financial assets: | - | |||
Investments | FVOCI - equity | - | - | |
Non-current financial assets: | 41,392 | |||
Other | Amortised cost | - | 41,392 | |
Other non-current financial assets | 30,617 | |||
(derivatives) | FVTPL | - | - | |
Trade and other receivables | Amortised cost | 394,037 | - | 394,037 |
Current financial assets: | ||||
Other | Amortised cost | 95,540 | - | 95,540 |
Other current financial assets; | 894 | - | ||
Derivatives | FVTPL | - | ||
Receivables from related entities | Amortised cost | 4,657 | - | 4,657 |
Cash and cash equivalents | Amortised cost | 129,765 | 129,765 | - |
Total financial assets | 696,902 | 129,765 | 535,626 | |
Financing liabilities | Amortised cost | 2,297,037 | - | 2,297,037 |
Trade payables | Amortised cost | 98,843 | - | 98,843 |
Liabilities to related entities | Amortised cost | 715,135 | - | 715,135 |
Financing liabilities: Derivatives | FVTPL | 13,105 | - | - |
Other liabilities | Amortised cost | 107,732 | - | 107,732 |
Total financial liabilities | 3,231,852 | - | 3,218,747 | |
Financial Assets measured at fair value | FVOCI-debt | - | ||
through OCI - debt instrument | instrument | - | - | |
Financial Assets measured at fair value | FVOCI-equity | |||
through OCI - equity instrument | instrument | - | - | - |
Financial Asset measured at fair value | ||||
through profit and loss | FVTPL | 31,511 | - | - |
Financial asset measured at amortised cost | Amortised cost | 665,391 | 129,765 | 535,626 |
Financial Liabilities at cost | Amortised cost | 3,218,747 | - | 3,218,747 |
Financial Liabilities held for trading | FVTPL | 13,105 | - | - |
02 | CONSOLIDATED INTERIM | 03 | CONDENSED NOTES | 04 | RESPONSIBILITY STATEMENT |
FINANCIAL STATEMENTS |
Fair value | Fair value | Fair | Fair value | |
through P/L | through equity | value as of | hierarchy level | |
30/09/2020 | ||||
in k€ | in k€ | |||
Non-current financial assets: | ||||
Investments | - | - | - | 3 |
Non-current financial assets: | ||||
Other | - | - | 41,392 | 2 |
Other non-current financial assets | ||||
(derivatives) | 30,617 | - | 30,617 | - |
Trade and other receivables | - | - | 394,037 | 2 |
Current financial assets: | ||||
Other | - | - | 95,540 | 2 |
Other current financial assets; | ||||
Derivatives | 894 | - | 894 | 3 |
Receivables from related entities | - | - | 4,657 | 2 |
Cash and cash equivalents | - | - | 129,765 | 1 |
Total financial assets | 31,511 | - | 696,902 | |
Financing liabilities | - | - | 2,348,800 | 2 |
Trade payables | - | - | 98,843 | 2 |
Liabilities to related entities | - | - | 715,135 | 2 |
Financing liabilities: Derivatives | 13,105 | - | 13,105 | 3 |
Other liabilities | - | - | 107,732 | 2 |
Total financial liabilities | 13,105 | - | 3,283,615 | |
Financial Assets measured at fair value | ||||
through OCI - debt instrument | - | - | - | |
Financial Assets measured at fair value | ||||
through OCI - equity instrument | - | - | - | |
Financial Asset measured at fair value | ||||
through profit and loss | 31,511 | - | 31,511 | |
Financial asset measured at amortised cost | - | - | 665,386 | |
Financial Liabilities at cost | - | - | 3,270,510 | |
Financial Liabilities held for trading | 13,105 | - | 13,105 |
30 | 31 |
INTERIM REPORT
JANUARY-SEPTEMBER
2020 | 01 | TO OUR SHAREHOLDERS |
VALUATION CATEGORIES ACC. TO IFRS 9-31/12/2019
Category acc. | Carrying | Nominal | Amortised | |
to IFRS 9 | value as of | value | costs | |
31/12/2019 | ||||
in k€ | in k€ | in k€ | ||
Non-current financial assets: | - | - | ||
Investments | FVOCI - equity | 404 | ||
Non-current financial assets: | ||||
Other | Amortised cost | 52,359 | - | 52,359 |
Other non-current financial assets | ||||
(derivatives) | FVTPL | 20,796 | - | - |
Trade and other receivables | Amortised cost | 41,663 | - | 41,663 |
Current financial assets: | ||||
Other | Amortised cost | 30,429 | - | 30,429 |
Other current financial assets; | - | - | ||
Derivatives | FVTPL | 672 | ||
Receivables from related entities | Amortised cost | 109,266 | - | 109,266 |
Cash and cash equivalents | Amortised cost | 150,613 | 150,613 | - |
Total financial assets | 406,202 | 150,613 | 233,717 | |
Financing liabilities | Amortised cost | 2,836,299 | - | 2,836,299 |
Trade payables | Amortised cost | 97,576 | - | 97,576 |
Liabilities to related entities | Amortised cost | 80,799 | - | 80,799 |
Financing liabilities: Derivatives | FVTPL | 14,202 | - | - |
Other liabilities | Amortised Cost | 78,091 | - | 78,091 |
Total financial liabilities | Amortised Cost | 3,106,966 | - | 3,092,765 |
Financial Assets measured at fair value | FVOCI-debt | |||
through OCI - debt instrument | instrument | - | - | - |
Financial Assets measured at fair value | FVOCI-equity | |||
through OCI - equity instrument | instrument | 404 | - | - |
Financial Asset measured at fair value | ||||
through profit and loss | FVTPL | 21,468 | - | - |
Financial asset measured at amortised cost | Amortised cost | 389,899 | 150,613 | 233,717 |
Financial Liabilities at cost | Amortised cost | 3,092,765 | - | 3,092,765 |
Financial Liabilities held for trading | FVTPL | 14,202 | - | - |
02 | CONSOLIDATED INTERIM | 03 | CONDENSED NOTES | 04 | RESPONSIBILITY STATEMENT |
FINANCIAL STATEMENTS |
Fair value | Fair value | Fair | Fair value | |
through P/L | through equity | value as of | hierarchy level | |
31/12/2019 | ||||
in k€ | in k€ | in k€ | ||
Non-current financial assets: | ||||
Investments | - | 404 | 404 | 3 |
Non-current financial assets: | ||||
Other | - | - | 52,359 | 2 |
Other non-current financial assets | ||||
(derivatives) | 20,796 | - | 20,796 | 0 |
Trade and other receivables | - | - | 41,663 | 2 |
Current financial assets: | ||||
Other | - | - | 30,429 | 2 |
Other current financial assets; | ||||
Derivatives | 672 | - | 672 | 3 |
Receivables from related entities | - | - | 109,443 | 2 |
Cash and cash equivalents | - | - | 150,613 | 1 |
Total financial assets | 21,468 | 404 | 406,378 | |
Financing liabilities | - | - | 2,906,123 | 2 |
Trade payables | - | - | 97,576 | 2 |
Liabilities to related entities | - | - | 80,791 | 2 |
Financing liabilities: Derivatives | 14,202 | - | 14,202 | 3 |
Other liabilities | - | - | 78,091 | 2 |
Total financial liabilities | 14,202 | - | 3,176,783 | |
Financial Assets measured at fair value | ||||
through OCI - debt instrument | - | - | - | |
Financial Assets measured at fair value | ||||
through OCI - equity instrument | - | 404 | 404 | |
Financial Asset measured at fair value | ||||
through profit and loss | 21,468 | - | 21,468 | |
Financial asset measured at amortised cost | - | - | 389,899 | |
Financial Liabilities at cost | - | - | 3,162,581 | |
Financial Liabilities held for trading | 14,202 | - | 14,202 |
32 | 33 |
INTERIM REPORT
JANUARY-SEPTEMBER
2020 | 01 | TO OUR SHAREHOLDERS |
02 | CONSOLIDATED INTERIM | 03 | CONDENSED NOTES | 04 | RESPONSIBILITY STATEMENT |
FINANCIAL STATEMENTS |
Liquidity risk exposure for the Group was as follows:
Carrying value as of | Maturities | ||||||||
30/09/2020 | < 1 year | 1-5 years | > 5 years | ||||||
in k€ | in k€ | in k€ | in k€ | ||||||
Liabilities to financial institutions | 2,310,142 | 1,248,460 | 1,339,564 | 3,728 | |||||
Trade payables | 98,843 | 98,843 | - | - | |||||
Liabilities to related parties | 715,135 | 715,135 | - | - | |||||
Other financial liabilities | 107,732 | 104,034 | 3,698 | - | |||||
Total | 3,231,852 | 2,166,472 | 1,343,262 | 3,728 | |||||
Carrying value as of | Maturities | ||||||||
31/12/2019 | < 1 year | 1-5 years | > 5 years | ||||||
in k€ | in k€ | in k€ | in k€ | ||||||
Liabilities to financial institutions | 2,850,501 | 1,360,244 | 1,826,351 | 113,439 | |||||
Trade payables | 97,576 | 97,576 | - | - | |||||
Liabilities to related parties | 80,799 | 53,299 | 27,500 | - | |||||
Other financial liabilities | 78,091 | 77,923 | 168 | - | |||||
Total | 3,106,966 | 1,589,041 | 1,854,019 | 113,439 |
3.8 SEGMENT INFORMATION
3.8.1 OPERATING SEGMENTS
For management purposes, the Group is organized into business units based on its organizational structure and has two reportable segments, as follows:
- Consus RE (formerly CG Gruppe): Principal business activities include the development of real estate for residential use as well as commercial use. Furthermore, Consus RE is engaged in the renting of commercial and residential real estate as well as complementary services.
- Consus Swiss Finance: Principal business activities in- clude the development of real estate for residential use as well as commercial use. Furthermore, Consus Swiss
Finance is engaged in planning, construction and building services as well as the renting of commercial and residential real estate.
The chief operating decision makers monitor the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on revenue, Net Loan to Value (Net-LTV) as well as Net Asset Values (NAV) and is measured consistently with values reported in the IFRS consolidated financial statements of the Group.
NET LOAN TO VALUE (NET LTV) 30/09/2020
3.7.11 LEASE INFORMATION (IFRS 16)
Due to changes in the assessment of the probability to extend lease contracts, the Company's right-of-use assets and lease liabilities were each reduced by €5,693 thousand with an impact on the consolidated statement of comprehensive income of zero. The change in assessment is caused by the restructuring of the Group and especially the exit of the former Consus RE GmbH CEO Christoph Gröner.
3.7.12 CASH AND CASH EQUIVALENTS
Cash and cash equivalents exclusively comprise balances with banks. The cash and cash equivalents are always available and represent the financial resources of the Company.
Consus RE | Consus Swiss | Other | Total | |
Finance | ||||
in k€ | in k€ | in k€ | in k€ | |
Investment property (IAS 40) | 98,111 | 1,570 | - | 99,681 |
Prepayments on investment property | ||||
(IAS 40) | - | - | - | - |
Owner occupied real estate (IAS 16) | - | - | - | - |
Non-current assets held-for-sale (IFRS 5) | - | 26,100 | - | 26,100 |
Inventory (IAS 2) - Property | ||||
under construction | 1,308,754 | 1,069,738 | - | 2,378,493 |
Contract assets | 297,701 | 117,174 | - | 414,875 |
30/09/2020 | 31/12/2019 | |
in k€ | in k€ | |
Bank deposits | 129,731 | 150,580 |
Cash at hand | 34 | 32 |
Cash and cash equivalents | 129,765 | 150,613 |
- thereof restricted | 107,967 | 139,457 |
Restricted cash and cash equivalents are subject to restric- | reported as restricted cash. There are no discretionary ap- |
tions, particularly with regard to their use for the financed | proval provisions from third parties in this connection. |
properties and as a minimum to secure future interest pay- | A smaller proportion is subject to transfer controls, i.e. these |
ments. Cash and cash equivalents with a fixed purpose have | funds must be held by certain group companies in accord- |
a remaining term of no more than 3 months and are | ance with the respective loan agreement. |
Real Estate assets | 1,704,567 | 1,214,582 | - | 2,919,149 |
Liabilities to financial institutions | 868,645 | 855,519 | 585,977 | 2,310,142 |
Financing liabilities from related parties | 429,448 | 255,289 | 11,783 | 696,520 |
Cash and cash equivalents | 76,407 | 53,094 | 264 | 129,765 |
Net debt | 1,221,686 | 1,057,714 | 597,497 | 2,876,897 |
Net loan to Value (Net LTV) in % | 72% | 87% | 99% | |
(Preliminary) purchase price receivable | -339,697 | - | - | -339,697 |
Pro-forma Net loan to Value (Net LTV) in % | 52% | 87% | 87% |
34 | 35 |
INTERIM REPORT
JANUARY-SEPTEMBER
2020 | 01 | TO OUR SHAREHOLDERS | |||||
NET LOAN TO VALUE (NET LTV) 31/12/2019 | ||||||
Consus RE | Consus Swiss | Other | Total | |||
Finance | ||||||
in k€ | in k€ | in k€ | in k€ | |||
Investment property (IAS 40) | 382,474 | 1,570 | - | 384,044 | ||
Prepayments on investment property | ||||||
(IAS 40) | - | - | - | - | ||
Owner occupied real estate (IAS 16) | - | - | - | - | ||
Non-current assets held-for-sale (IFRS 5) | - | 26,100 | - | 26,100 | ||
Inventory (IAS 2) - | ||||||
Property under construction | 1,457,730 | 1,014,892 | - | 2,472,621 | ||
Contract assets | 241,331 | 93,871 | - | 335,203 | ||
Real Estate assets | 2,081,535 | 1,136,433 | - | 3,217,968 | ||
Liabilities to financial institutions | 1,265,482 | 928,379 | 656,639 | 2,850,501 | ||
Cash and cash equivalents | 67,045 | 83,275 | 293 | 150,613 | ||
Net debt | 1,198,438 | 845,105 | 656,346 | 2,699,888 | ||
Net loan to Value (Net LTV) in % | 58% | 74% | - | 84% | ||
NET ASSET VALUES (NAV) 30/09/2020 |
02 | CONSOLIDATED INTERIM | 03 | CONDENSED NOTES | 04 | RESPONSIBILITY STATEMENT |
FINANCIAL STATEMENTS |
01/01/-30/09/2020
Consus RE | Consus Swiss | Other | Total | |
Finance | ||||
in k€ | in k€ | in k€ | in k€ | |
Total Income | 617,073 | 88,438 | 42 | 705,553 |
Products transferred at a point in time | 349,029 | - | 42 | 349,070 |
Products and services transferred over time | 268,044 | 88,438 | - | 356,482 |
01/01/-30/09/2019*
Consus RE | Consus Swiss | Other | Total | |
Finance | ||||
in k€ | in k€ | in k€ | in k€ | |
Total Income | 446,289 | 78,698 | 53 | 525,040 |
Products transferred at a point in time | 192,538 | 5,023 | 53 | 197,614 |
Products and services transferred over time | 253,751 | 73,676 | - | 327,427 |
- Prior year figures adjusted
Consus RE | Consus Swiss | Other | Total | ||||||
Finance | |||||||||
in k€ | in k€ | in k€ | in k€ | ||||||
Equity | 13,231 | -2,554 | 1,024,341 | 1,035,018 | |||||
Deferred tax liabilities | 3,383 | 48,543 | -13,613 | 38,313 | |||||
Goodwill | -724,634 | -308,272 | -3,582 | -1,036,489 | |||||
Net Asset Value (NAV) | -708,020 | -262,283 | 1,007,146 | 36,842 | |||||
NET ASSET VALUES (NAV) 31/12/2019 | |||||||||
Consus RE | Consus Swiss | Other | Total | ||||||
Finance |
3.8.3 SEASONALITY OF OPERATIONS
The Group's segments are not exposed to material seasonality or cyclicality in its operations.
3.8.4 ADJUSTED EBIT AND EBITDA CALCULATION
The following adjusted EBITDA is not calculated in accordance with IFRS and is therefore a non-GAAP measure. The reduction in changes in inventories reflects all positive and negative effects resulting from the measurement of
inventories and contract assets and liabilities in connection with past business combinations. Accordingly, adjusted EBITDA adjusts the fair value step-up and reduces the carrying amount while maintaining the actual costs incurred, i.e. it adjusts for the impact of the Purchase Price Allocation ("pre-PPA"). The strict minimum value principle at acquisition date is not applied.
One-off expenses are expenses and charges that are not capitalized and are not incurred in the ordinary course of business. Accordingly, one-off expenses are exceptional in nature or amount.
in k€ | in k€ | in k€ | in k€ | |
Equity | 62,581 | 17,834 | 983,979 | 1,064,394 |
Deferred tax liabilities | 62,677 | 48,554 | - | 111,232 |
Goodwill | -724,634 | -308,272 | -3,582 | -1,036,489 |
Net Asset Value (NAV) | -599,376 | -241,884 | 980,397 | 139,137 |
ADJUSTED EBITDA CALCULATION 01/01/-31/09/2020
Consus RE | Consus Swiss | Other | Total | |
Finance | ||||
in k€ | in k€ | in k€ | in k€ | |
unadjusted EBITDA 30/09/2020 | 121,056 | 59,662 | -22,281 | 158,437 |
Reduction of changes in inventory (PPA) | 2,165 | 1,590 | - | 3,755 |
3.8.2 DISAGGREGATION OF REVENUE
In the following table, revenue is disaggregated by timing of revenue recognition including a reconciliation of the disag- gregated revenue to the Group's reportable segments.
Materially all revenues of YTD Q3 2020 and the previous year were generated in Germany.
Due to the Group's business model, which is mainly build and hold based on larger development projects of flats let for rent and to a minor extent the sale of development property, the number of customers is limited. This indicates a certain dependence on individual larger customers.
Income from real estate inventory | ||||
disposed of (PPA) | - | - | - | - |
One-offs | 21,277 | 3,969 | 5,779 | 31,025 |
adjusted EBITDA 30/09/2020 | 144,497 | 65,221 | -16,502 | 193,216 |
One-offs mainly consist of exit costs related to the transac- | The difference between adjusted EBITDA and adjusted |
tion with Mr. Gröner (€12.0 million), costs caused by the in- | EBIT is the addition of elimination of step up amortization |
tegration in the Adler group (€4.1 million) and provisions to | for the adjusted EBIT. |
a financial institution (€3.5 million). |
36 | 37 |
INTERIM REPORT
JANUARY-SEPTEMBER
2020 | 01 | TO OUR SHAREHOLDERS |
02 | CONSOLIDATED INTERIM | 03 | CONDENSED NOTES | 04 | RESPONSIBILITY STATEMENT |
FINANCIAL STATEMENTS |
Consus RE | Consus Swiss | Other | Total | ||
Finance | |||||
in k€ | in k€ | in k€ | in k€ | ||
unadjusted EBIT 30/09/2020 | 115,822 | 57,711 | -22,346 | 151,187 | |
Reduction of changes in inventory (PPA) | 2,165 | 1,590 | - | 3,755 | |
Income from real estate inventory disposed | - | - | - | - | |
of (PPA) | |||||
Elimination of step up amortisation | - | 808 | - | 808 | |
One-offs | 21,277 | 3,969 | 5,779 | 31,025 | |
adjusted EBIT 30/09/2020 | 139,263 | 64,078 | -16,567 | 186,774 | |
The adjusted one-off expenses in YTD Q3 2020 mainly in- | costs for refinancing and costs for the implementation of | ||||
clude expenses related to the departure of Christoph Gröner | new IT systems (Project Train). | ||||
as CEO of Consus RE, reorganisation costs, project related |
3.9 CAPITAL MANAGEMENT
3.9.1 CAPITAL MANAGEMENT
The aim of the Group's capital management is to secure the continued existence of the company as a going concern while generating income for its shareholders and providing all other stakeholders with benefits to which they are enti- tled. The overriding objective is to ensure the Group's cred- itworthiness in order to foster the further growth of the Group.
The Group monitors capital on the basis of loan-to-value (LTV). LTV describes the ratio of net debt to the book value of investment property. Net debt is calculated by deducting cash and cash equivalents from financial liabilities.
The Group's goal is to maintain an appropriate level of leverage in order to ensure continued access to debt financing in the long term at economically appropriate costs. LTV as at 30 September 2020 and 31 December 2019 is calculated as follows:
ADJUSTED EBITDA CALCULATION 01/01/-30/09/2019*
Consus RE | Consus Swiss | Other | Total | |
Finance | ||||
in k€ | in k€ | in k€ | in k€ | |
unadjusted EBITDA 30/09/2019 | 151,005 | 78,609 | -9,427 | 220,187 |
Effect of Business Plan including PPA | -4,309 | 1,874 | - | -2,435 |
Income from projects disposed of (PPA) | 65,112 | - | - | 65,112 |
One-offs | 2,328 | - | - | 2,328 |
adjusted EBITDA 30/09/2019 | 214,136 | 80,483 | -9,427 | 285,192 |
- Prior year figures adjusted
The following adjusted EBIT follows the derivation of adjusted EBITDA with the addition of the elimination of the amortization of the PPA residual:
Consus RE | Consus Swiss | Other | Total | |
Finance | ||||
in k€* | in k€* | in k€* | in k€* | |
unadjusted EBIT 30/09/2019 | 145,895 | 77,683 | -9,444 | 214,135 |
Effect of Business Plan including PPA | -4,309 | 1,874 | - | -2,435 |
Income from projects disposed of (PPA) | 65,112 | - | - | 65,112 |
One-offs | 2,328 | - | - | 2,328 |
adjusted EBIT 30/09/2019 | 209,026 | 79,557 | -9,444 | 279,140 |
- Prior year figures adjusted
30/09/2020 | 31/12/2019 | |
in k€ | in k€ | |
Real Estate held as Investment property (IAS 40) | 99,681 | 384,044 |
Non-current assets classified as held-for-sale (IFRS 5) | 26,100 | 26,100 |
Inventories (IAS 2) | 2,378,493 | 2,472,621 |
Contract Assets | 414,875 | 335,203 |
Total Real Estate Assets | 2,919,149 | 3,217,968 |
Financing liabilities | 2,310,142 | 2,850,501 |
Financing liabilities from related parties | 696,520 | - |
Cash and cash equivalents | 129,765 | 150,613 |
Net debt | 2,876,897 | 2,699,888 |
Net Loan to Value (Net - LTV) | 99% | 84% |
(Preliminary) purchase price receivable | -339,697 | - |
Pro-forma Net loan to Value (Net LTV) in % | 87% | 84% |
3.9.2 PREPAYMENTS
Prepayments received by the Group on either contract as- | respective asset or liability balance. Since these prepay- | ||
sets/liabilities (development projects under the scope of | ments constitute an important source of liquidity for the | ||
IFRS 15) or on inventory (development projects under the | Group the following table provides a comprehensive | ||
scope of IAS 2) are included in the balances of the | overview. | ||
30/09/2020 | 31/12/2019 | ||
in k€ | in k€ | ||
Prepayments included in contract assets/liabilities | 539,194 | 483,104 | |
Prepayments received on land | 247,895 | 277,325 | |
Other prepayments received | 78,308 | 28,453 | |
Total | 865,397 | 788,881 |
38 | 39 |
INTERIM REPORT
JANUARY-SEPTEMBER
2020
3.10 RELATED PARTIES
3.10.1 KEY MANAGEMENT PERSONNEL REMUNERATION
The members of Group's Supervisory Board and Management Board are the management of the Group in key positions within the meaning of IAS 24.9. The following tables
01 | TO OUR SHAREHOLDERS
provide an overview of the remuneration of the Management and the Supervisory Board.
02 | CONSOLIDATED INTERIM | 03 | CONDENSED NOTES | 04 | RESPONSIBILITY STATEMENT |
FINANCIAL STATEMENTS |
The related party transactions of Q3 2020 mainly comprise financing relationships with Adler Group. Because Mr. Gröner sold his remaining shares in Consus RE GmbH to the Company in June 2020 he did not longer qualify as related party.
3.11 CONTINGENT LIABILITIES
AND OTHER FINANCIAL OBLIGATIONS
BOARD REMUNERATION 01/01/-31/09/2020
3.11.1 OBLIGATIONS TO ACQUIRE LONG-TERM ASSETS
3.11.2 OTHER FINANCIAL OBLIGATIONS
Management Board (Vorstand)
Short-term benefits
Accounted | Paid out |
in k€ | in k€ |
4,694 | 4,964 |
1,344 | 1,614 |
As of 30 September 2020, there are no significant obligations to acquire tangible assets or investment property (31 December 2019: no significant obligations).
The following table provides an overview of the aggregated amount of other financial obligations:
Severance pay
Share-based payments (IFRS 2)
Supervisory Board
Short-term benefits
3,004 | 3,004 |
346 | 346 |
135 | 180 |
135 | 180 |
<1 year | 1-5 years | >5 years | Total | |
in k€ | in k€ | in k€ | in k€ | |
Financial obligations as of 30/09/2020 | 133,180 | 498 | - | 133,677 |
Insurance contracts | 208 | 420 | - | 628 |
Car insurance contracts | 368 | 17 | - | 385 |
Office rent | 2,171 | - | - | 2,171 |
Leasing | 1,232 | 61 | - | 1,292 |
BOARD REMUNERATION 01/01/ - 31/09/2019
Future obligations from | ||||
pending purchase agreements | 129,200 | - | - | 129,200 |
Management Board (Vorstand)
Short-term benefits
Supervisory Board
Short-term benefits
Accounted | Paid out |
in k€ | in k€ |
1,180 | 918 |
1,180 | 918 |
135 | 181 |
135 | 181 |
In August 2020 Consus acquired a new development project in Düsseldorf by paying the outstanding purchase price instalments.
3.10.2 OTHER RELATED PARTY TRANSACTIONS
Transactions with shareholders for the nine months ended 30 September 2020 (nine months ended 31 March 2019) were as follows:
w | 01/01/- | 01/01/- |
30/09/2020 | 30/09/2019 | |
in k€ | in k€ | |
Interest income | - | 1,489 |
Income | 538 | 2,400 |
Expenses | - | -21,656 |
Interest expenses | -6,737 | -3,021 |
30/09/2020 | 30/12/2019 | |
Financing receivables | 48 | 42,286 |
Trade receivables | - | 32,475 |
Other receivables | 4,608 | 34,505 |
Trade payables | - | - |
Other liabilities | - | -4,225 |
Financing liabilities, including derivatives | -715,135 | -76,574 |
<1 year | 1-5 years | >5 years | Total | |
in k€ | in k€ | in k€ | in k€ | |
Financial obligations as of 31/12/2019 | 292,077 | 475 | - | 292,553 |
Insurance contracts | 1,300 | 448 | - | 1,749 |
Car insurance contracts | 420 | 27 | - | 447 |
Office rent | 1,243 | - | - | 1,243 |
Leasing | 77 | - | - | 77 |
Future obligations from | ||||
pending purchase agreements | 289,037 | - | - | 289,037 |
40 | 41 |
INTERIM REPORT
JANUARY-SEPTEMBER
2020
3.12 EVENTS AFTER THE REPORTING PERIOD
As part of its deleveraging strategy the Company announced on 8 May 2020 a significant sale of assets amounting to a transaction value of around €690 million resulting in a significant reduction of project debt and a double digit premium to the market values as at 31 December 2019 of the respective projects. The gross development value ("GDV") of the development projects disposed of is €2.3 billion. The transaction was closed in November 2020 and Consus is currently determining the final purchase price.
On 20 May 2020 a further significant asset sale was announced as part of Consus' deleveraging strategy with an impact on GDV of €2.0 billion. The development projects were sold at a premium to the market values appraised as of 31 December 2019. This transaction results in a further reduction of project finance debt by around €390 million, is subject to closing adjustments and conditions, and is expected to close in Q4 2020.
01 | TO OUR SHAREHOLDERS
The outbreak of the Corona virus and its rapid spread across many countries and continents increased financial, financing and liquidity risks as well as risks in the project development phases, e.g. in the area of financing, completion and sale of the Consus' projects. Consus was confronted by the fact that certain upfront sales and new forward sales are currently delayed and progress on development projects in construction was lower than originally planned. Consus will continue to assess any potential macro-economic and industry -related impacts as well as any impact on the Group's business, either directly or from reduced economic visibility, and will update the market as appropriate.
There were no other significant events after the balance sheet date.
02 | CONSOLIDATED INTERIM | 03 | CONDENSED NOTES | 04 | RESPONSIBILITY STATEMENT |
FINANCIAL STATEMENTS |
RESPONSIBILITY
STATEMENT
To the best of our knowledge and in accordance with the applicable accounting principles for interim financial re- porting, the Condensed Interim Consolidated Financial Statements for the period from 1 January to 30 September 2020 present a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the interim management report presents a fair review of the development and performance of the business and the position of the Group, together with a description of the material risks and opportunities of the expected development of the Group.
Berlin, 27 November 2020
Theodorus Gorens
Member of the Management Board
42 | 43 |
Kurfürstendamm 188-189 | 10707 Berlin
investors@consus.ag
+49 30 965 357 90 260
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Consus Real Estate AG published this content on 03 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 December 2020 17:38:00 UTC