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

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

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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

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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