Public Housing Provider Gewoba Aktiengesellschaft Wohnen und Bauen Affirmed At 'A/A-1'; Outlook Stable

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Research Update:

Public Housing Provider Gewoba Aktiengesellschaft
Wohnen und Bauen Affirmed At 'A/A-1'; Outlook
Stable
July 30, 2021

Overview
                                                                                                       PRIMARY CREDIT ANALYST
- We expect Gewoba Aktiengesellschaft Wohnen und Bauen (Gewoba), the city of Bremen's                  Michael Stroschein
  dominant public housing provider, to continue displaying strong profitability and interest           Frankfurt
  coverage, as well as a strong, recently augmented liquidity position.                                + 49 693 399 9251
                                                                                                       michael.stroschein
- Although significant refurbishment and construction activities will require meaningful net new       @spglobal.com
  borrowing over the next few years, we expect the overall debt burden to remain relatively low.
                                                                                                       SECONDARY CONTACT
- Gewoba operates in a generally supportive environment, but the discount from market rent is          Stefan Keitel
  relatively modest in an international comparison and a minority of its stock is located in an area   Frankfurt
  with weaker market dynamics.                                                                         + 49 693 399 9254
                                                                                                       stefan.keitel
- We affirmed our 'A/A-1' long- and short-term issuer credit ratings on Gewoba. The outlook is         @spglobal.com
  stable.
                                                                                                       ADDITIONAL CONTACT

                                                                                                       EMEA Sovereign and IPF
                                                                                                       SovereignIPF
Rating Action                                                                                          @spglobal.com

On July 30, 2021, S&P Global Ratings affirmed its 'A/A-1' long- and short-term issuer credit
ratings on Gewoba Aktiengesellschaft Wohnen und Bauen (Gewoba), the leading public housing
provider in the city-state of Bremen. The outlook remains stable.

Outlook
The stable outlook on Gewoba balances the forecast increase in absolute indebtedness due to
spending on new development and modernization with anticipated rising earnings. This should
enable Gewoba to maintain broadly stable indicators of profitability, relative indebtedness, and
interest coverage.

www.spglobal.com/ratingsdirect                                                                                         July 30, 2021   1
Research Update: Public Housing Provider Gewoba Aktiengesellschaft Wohnen und Bauen Affirmed At 'A/A-1'; Outlook Stable

Upside scenario
An upgrade could result from improving market dependencies for the company, on the back of a
strong social-economic performance in its area of operation. Alternatively, Gewoba sustaining
non-sales adjusted debt to EBITDA comfortably below 10x while maintaining at least strong
liquidity and profitability could also lead to a positive rating action.

Downside scenario
Pressure on the ratings could stem from any material deterioration in Gewoba's operating
environment that is not sufficiently addressed by management. A downgrade could also occur if
Gewoba's profitability or liquidity position deteriorates markedly.

Rationale
Gewoba's resilient performance during 2020 upholds its creditworthiness in line with the 'A/A-1'
ratings. In particular, we note the company's EBITDA margin well in the 30%-range and a notable
improvement in the company's liquidity position. The latter stems from a new loan facility signed
with the European Investment Bank (EIB) and an additional expansion of commercial bank credit
lines. The ratings are further underpinned by Gewoba's almost exclusive focus on traditional
letting activities, clear leading position in the affordable end of Bremen's housing market, and a
sufficiently supportive regulatory environment for German public housing providers. We expect
that the increase in indebtedness from capital expenditure (capex) over the coming years will be
offset by a commensurate increase in revenue, such that indicators of profitability and debt
affordability will not deteriorate markedly.

Gewoba owns and manages over 42,300 affordable residential housing units, predominantly
located in the northwestern German city of Bremen, with a smaller fraction of the portfolio
situated in the nearby towns of Bremerhaven and Oldenburg. We view Gewoba as a public housing
entity, despite its incorporation as a regular joint stock company. Our assessment is based on
Bremen's 75.1% majority stake in Gewoba, as well as the company's responsible rent-setting
principles and practices, and its mission--codified in the articles of association--to provide
adequate housing to large parts of society, expressly referencing socially disadvantaged groups.

Due to its narrow focus on traditional letting business at the affordable end of the housing market,
we assess the inherent industry risk of Gewoba's operations as low. The company is not engaged
in potentially more risky development-for-sales activities. We view as relatively minor the
relevance of commercial tenants, sales of existing assets, and auxiliary activities, including a
small utility subsidiary that provides metering services and small volumes of self-produced heat
and electricity.

The regulatory framework for Gewoba's operations is broadly supportive, in our opinion. While
there is no national regulator for German public housing operators, the entities are usually
subjected to the close and direct supervision of their public sector owners. Rent adjustment
mechanisms are clearly codified in the German civil code and, absent a voluntary agreement on
rent restraint, allow housing providers to adjust their pricing within the legally prescribed limits.
Promotional banks augment market funding, particularly for housing companies that commit to
building rent-restricted units reserved for low-income tenants.

Market dependencies are a softer factor in our assessment of Gewoba. The company is the main
housing provider in the city-state of Bremen and controls about 15% of the total local housing

www.spglobal.com/ratingsdirect                                                                                            July 30, 2021   2
Research Update: Public Housing Provider Gewoba Aktiengesellschaft Wohnen und Bauen Affirmed At 'A/A-1'; Outlook Stable

stock. No local competitor matches it in size. However, we consider the territorial exclave of
Bremerhaven, where about 20% of the company's assets are located, a more challenging
operating environment, due to a weaker socio-economic structure and poorer market dynamics. In
our view, Gewoba's units are competitively priced, although the discount to general market rent
levels is limited, similar to German peers. Gewoba charged an average rent of €6.22 per square
meter (sqm) and month as per end-December 2020 across its portfolio. We conservatively
estimate the market rent in its area of operation, weighted by Gewoba's number of units in the
three different locations, at about €7.23 per sqm and month. A low portfolio vacancy rate of 1.08%
in 2020, which we consider on par with its market segment, but more favorable than the 2.7%
estimated void rate across the entire city-state of Bremen, points to good operational efficiency.

In our view, Gewoba's experienced management has developed a comprehensive and coherent
strategy that is well aligned with local market conditions. Planning is realistic and then executed
with attention to detail, in our view. Risk management has been formalized in policies and
processes that aim to quantify identified risk events. A written financing strategy exists, but
compared to international peers, it is less prescriptive and allows a lower minimum liquidity
reserve. From a strategy perspective, we note that the sub-portfolio of about 1,300 flats in
Oldenburg, 50 kilometers away from its home base in Bremen, and situated in another state, could
be considered an opportunistic deviation from Gewoba's Bremen-focused mission. One of
Gewoba's two long-serving management board members will retire this year. The already
appointed successor has led another, albeit significantly smaller, public housing entity for many
years.

We expect Gewoba to continue displaying solid earnings and retain S&P Global Ratings-adjusted
EBITDA margin well within the 30%-range over our forecast horizon. The COVID-19 pandemic had
no visible financial effect on Gewoba in 2020 and the company posted slightly better results than
we had anticipated. We understand that a very small, COVID-19-related increase in arrears during
2020 proved temporary and has almost been fully remedied. Additional revenue from newly built
units being occupied, the amortization of modernization expenditure through increases of the
in-place rent--which is allowed under German tenancy law--and general rent adjustments to
market developments should help Gewoba moderately expand revenue and EBITDA in the coming
fiscal years. Any observable volatility in our revenue calculations is primarily due to fluctuations in
the share of annual utility bill settlements that happen prior to year-end. As this is a pass-through
item, it has, however, no bearing on EBITDA.

The anticipated revenue expansion should enable Gewoba to keep its debt-to-non-sales adjusted
EBITDA multiplier from significantly exceeding 10x, despite an expected increase in adjusted total
debt to about €1.2 billion by 2025. The additional net borrowing will finance the planned increase
in the number of units owned by Gewoba to about 44,000 by then, next to modernization
expenditure. We anticipate that Gewoba will continue to source most funds through its existing,
well-diversified pool of banks on attractive terms and generally secured against its real estate
assets. Gewoba has additionally signed a, currently undrawn, €170 million loan facility with EIB,
and we understand it to consider capital market-based funding, possibly through the issuance of
a Schuldschein-loan. Thanks to the cost-effective mix of secured funding and promotional
lending, predominantly at fixed rate, we do not expect Gewoba's non-sales adjusted
EBITDA-interest-coverage ratio to fall below the very strong level of 8x over our forecast horizon.

We believe that there is a moderately high likelihood that Gewoba, as a government-related entity
(GRE), would receive timely and sufficient extraordinary support from its majority shareholder, the
city-state of Bremen. We assess the link between Gewoba and Bremen as strong. This is
demonstrated, for example, by the head of the state government's department in charge of
housing and urban development being the chairwoman of Gewoba's supervisory board and further
government officials and state parliamentarians being ordinary members. With Gewoba

www.spglobal.com/ratingsdirect                                                                                            July 30, 2021   3
Research Update: Public Housing Provider Gewoba Aktiengesellschaft Wohnen und Bauen Affirmed At 'A/A-1'; Outlook Stable

effectively helping Bremen address its constitutional mandate to provide adequate housing, we
consider its role important. However, at this time, our overall assessment of government support
does not bolster our view of Gewoba's stand-alone credit quality

Liquidity
We assess Gewoba's liquidity position as strong, supported by measures the company has
recently implemented to improve its available liquidity sources. In addition to signing the EIB loan
facility, the company increased its volume of committed bank credit lines to now €111 million. We
calculate that liquidity sources cover uses by about 1.45x over the 12 months started July 1, 2021.
However, we note that Gewoba's plan to begin utilizing the EIB facility from the second half of
2021 could introduce volatility in the coverage ratio, which we weigh into our assessment.

Our estimate of Gewoba's liquidity sources includes:

- Forecast cash generated from continuing operation of €102 million.

- Cash and liquid investments of €9 million.

- The, so far undrawn, EIB loan facility of €170 million.

- Gewoba's committed revolving credit lines with commercial banks of €111 million.

- Contractually committed but not yet (fully) disbursed funds under long-term mortgage loan
  agreements of €25 million.

- Other cash inflow (working capital changes, asset sales, joint ventures dividends) amounting to
  €6.4 million.

Our liquidity uses calculation includes:

- Expected capex of about €152 million.

- Debt service obligations, including interest, under long-term mortgage loan agreements
  totaling €63 million.

- Outstanding short-term borrowings of €78 million.

We evaluate Gewoba's access to external liquidity, provided primarily via crisis-proven mortgage
lending by its diversified pool of commercial, mortgage, and promotional banks, as strong (see
"Methodology For Rating Public And Nonprofit Social Housing Providers," published June 1, 2021,
on RatingsDirect).

Key Statistics

Table 1

Gewoba Aktiengesellschaft Wohnen und Bauen -- Key Statistics
                                                         --Year ends December 31--

Mil. €                                     2019a        2020a        2021e           2022bc   2023bc

Number of units owned                      40,216      42,325        42,387          42,644   43,247

Adjusted operating revenue†                 272.5       298.4         317.5           311.7    319.2

Adjusted EBITDA†                            100.0       105.9         100.8           106.4    111.0

Non-sales adjusted EBITDA†                   98.1       105.0         100.5           105.7    111.4

www.spglobal.com/ratingsdirect                                                                                            July 30, 2021   4
Research Update: Public Housing Provider Gewoba Aktiengesellschaft Wohnen und Bauen Affirmed At 'A/A-1'; Outlook Stable

Table 1

Gewoba Aktiengesellschaft Wohnen und Bauen -- Key Statistics (cont.)
                                                                              --Year ends December 31--

Mil. €                                                     2019a             2020a            2021e            2022bc            2023bc

Capital expense†                                            127.4             121.0            133.4             169.5             139.2

Debt†                                                       817.7             860.7            936.1            1037.4            1105.9

Interest expense†                                            13.1              11.7               9.6              10.9              12.4

Adjusted EBITDA/adjusted operating                           36.7              35.5              31.7              34.1              34.8
revenue (%)

Debt/non-sales adjusted EBITDA (x)                             8.3              8.2               9.3               9.8               9.9

Non-sales adjusted EBITDA/interest                             7.5              8.9              10.4               9.7               9.0
coverage(x)

†Adjusted for contribution from subsidiaries Gewoba Energie and Gewoba Wohnen. a--Actual. e--Estimate. bc--Base case reflects S&P Global
Ratings' expectations of the most likely scenario.

Ratings Score Snapshot

Table 2

Gewoba Aktiengesellschaft Wohnen und Bauen -- Ratings Score Snapshot

Enterprise risk profile                                                                                                                  3

    Industry risk                                                                                                                        2

    Regulatory framework                                                                                                                 3

    Market dependencies                                                                                                                  4

    Management and Governance                                                                                                            2

Financial risk profile                                                                                                                   3

    Financial performance                                                                                                                3

    Debt profile                                                                                                                         2

    Liquidity                                                                                                                            3

S&P Global Ratings bases its ratings on non-profit social housing providers on the seven main rating factors listed in the table above. S&P
Global Ratings' "Methodology For Rating Public And Nonprofit Social Housing Providers," published on June 1, 2021, summarizes how the seven
factors are combined to derive each social housing provider's stand-alone credit profile and issuer credit rating.

Related Criteria
- Criteria | Governments | General: Methodology For Rating Public And Nonprofit Social Housing
  Providers, June 1, 2021

- General Criteria: Methodology For Linking Long-Term And Short-Term Ratings, April 7, 2017

- General Criteria: Rating Government-Related Entities: Methodology And Assumptions, March
  25, 2015

- General Criteria: Principles Of Credit Ratings, Feb. 16, 2011

- General Criteria: Stand-Alone Credit Profiles: One Component Of A Rating, Oct. 1, 2010

www.spglobal.com/ratingsdirect                                                                                                                July 30, 2021   5
Research Update: Public Housing Provider Gewoba Aktiengesellschaft Wohnen und Bauen Affirmed At 'A/A-1'; Outlook Stable

Related Research
- Global Regulatory Framework Report Card For Public And Nonprofit Social Housing Providers
  Published, June 8, 2021

- Global Social Housing Ratings Score Snapshot: December 2020, Dec. 10, 2020

- Global Social Housing Ratings Risk Indicators: December 2020, Dec. 10, 2020

- ESG Industry Report Card: Public And Nonprofit Social Housing Providers Outside The U.S., Aug.
  4, 2020

Ratings List

Ratings Affirmed

Gewoba

   Issuer Credit Rating A/Stable/A-1

    Certain terms used in this report, particularly certain adjectives used to express our view on rating relevant factors,
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    https://www.standardandpoors.com/en_US/web/guest/article/-/view/sourceId/504352 Complete ratings
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www.spglobal.com/ratingsdirect                                                                                                July 30, 2021   6
Research Update: Public Housing Provider Gewoba Aktiengesellschaft Wohnen und Bauen Affirmed At 'A/A-1'; Outlook Stable

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www.spglobal.com/ratingsdirect                                                                                                         July 30, 2021   7
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