Baltic Horizon Fund (NHCBHFFT.TL) Q3 FY2025 Earnings Call Transcript & Summary

Hello, and good afternoon to Baltic Horizon Fund's Third Quarter Webinar. My name is Tarmo Karotam, and I will be running this presentation over the next 30 to 40 minutes. As usual, you can write your questions, and I will try to answer those. There are several questions we have already received through e-mails. So I will try to answer those as well already throughout the presentation. And let's start this off. The agenda of today's webinar is maybe a bit more enhanced since there's been some news also related to the change of ownership of the management company in the third quarter and as well some information issued to invite the investors to the general meeting in December to decide on the new units offering. So those topics will be also covered. But at the beginning of the presentation, I would like to present as tradition, the KPIs, the leasing activity and information on the financial statements and debt. So this is our KPI table that we have now been following for quite some time and some of the most important indicators that we compare and follow. So overall, we are making some gradual progress when it comes to the occupancy. And it remains quite a challenging market and some of our properties are still in the transition phase to the new cycle, as we call it, and a lot of work goes on to attracting the tenants to the vacant areas of our properties. As well I think one of the positive things that we can notice that overall, the average rent of the portfolio has remained quite stable and as well, the total debt of the fund has been decreasing now for several quarters. When it comes to the net operating income, then gradually, that has also been improving. But in the third quarter, we have decided to look into or look at our bad debts more critically and create some additional reserves in that regard. So that has affected the operating income figure by approximately EUR 0.5 million. We still aim to recover and work on those debts. But at the moment, we decided to create a provision. We are making some progress with our average cost of debt. I think we can still state that it remains too high for us. And just to remind that our bonds margin is 8%, whereas the average margin of our bank loans is around 2.8%. So there's a big difference there. And our main goal is to work on the bond and to reduce it to repay it, but I'll come back to that in the later part of the presentation. In this presentation, we also aim to make it more graphical when it comes to the key performance indicators and compare the past 8 quarters. So in that sense, it is a reflection of the previous table, but one can also see that the cash flow management has been extremely important for us over the past quarters and majority of the, let's say, extra cash outflow is related to the fit-out investments that many of our assets have needed for the introduction of new tenants and general enhancement of the quality of the property. So more specifically, when it comes to the occupancy, then approximately 12,500 square meters of space have been leased out to totally new tenants during the first 9 months of this year and quite a lot of space, approximately 7,000 has also been prolonged with current tenants. So a lot of work, a lot of different tenants, a lot of different expectations. And -- but I think this is something that we can still be quite happy with. As mentioned, gradually, the handover occupancy has been increasing, and it stands around 85.6% at the end of the third quarter. And there are some lease agreements that have been signed, specifically in Europa, where the tenants are doing their fit-out right now in order to move in beginning of next year. So that does not reflect yet in the handover occupancy rate. Then key, I think, news about our tenant portfolio is that in the office segment, we have recorded a successful quarter in the S27 property where anchor agreement premises, approximately 3,700 square meters were handed over to the International School of Riga. They have moved in. They're very satisfied and further discussions are ongoing with them for -- about the future -- long-term future of our relationship. And moreover, about 600 square meters have been also rented out to smaller tenants in the property. So here, you can see also on the left side that the net result of incoming and outgoing tenants for the first 9 months has been quite positive in the office side. In the retail side, we still have seen throughout the year quite a few changes, and it continues to be quite challenging for many retail tenants. But at the same time, we have also signed several new lease agreements and specifically happy we are with Sinsay, a strong brand addition in Galerija Centrs and Lindex in Europa on the second floor and Gym+ 2,300 square meter lease agreement on the third floor in Europa. So I think one key message about Europa is that the third floor has final -- that the concept is final -- is starting to finalize being approximately 5,000 square meters of sports and wellness with the clinic as well. So we're quite satisfied with the development there and continue to work on the remaining vacant premises, not only in that property, but across the portfolio. So overall, the gross rental income had increased, whereas the net rental income is close to what was recorded last year, slightly still lower. And I think this is where we have to note that, again, that allowance for bad debts were recognized in the third quarter to be approximately EUR 0.5 million. So that has impacted our results. When it comes to the valuations, then we did not -- we postponed the valuations of the semiannual or the midyear, but we are currently working on evaluation. So this is not yet recorded in the financial statements. And I think what is also still good to emphasize is that quarter-by-quarter, we are reducing our financial expenses, but as well administrative expenses and work on all possible ways how to make profitable quarters and as well cash -- positive cash flow generating quarters in the future. Now this is the comparison of the third quarter to the year-end. And we have some -- we had -- the last valuations were done at the end of last year. So compared to also last year, then our total debt decreased. And currently, consolidated cash and cash equivalents that we have in the fund end of September and end of also October were approximately EUR 6 million that we still have to work with. Now the valuations, as I mentioned, are ongoing for the year-end, and we aim to disclose those as soon as we can. And as of right now, we have obtained a preliminary set of independent valuations from Newsec. And before the finalization of the analysis, currently, the figure stands at around EUR 209 million. So there is some drop expected by the year-end. And at the moment, -- maybe it's too early to go into the reasons and the property by property. But I think here, we would like to just disclose that some -- probably some drop will be expected by the year-end valuations -- by the year-end -- in the year-end valuations. Now moving on to the debt. So we have, over the years, been working on the bond and reducing the bond as much as we have been able to from EUR 42 million to EUR 19 million by way of selling some of the properties, but also refinancing some of our property loans. And as well, I think we have to mention that we do have some hedges still left in our portfolio. But -- and we still very, let's say, closely evaluate the reasonability of hedges also in the future. The cost of debt has been slightly decreasing. And I think, again, the key factor is here how quickly we are able to reduce the bond. And here is the list of our current creditors. And at the moment, I can state as well that our relationship with the creditors is good. And if we have needed any waivers or any of the covenants, then we have received them. And the work is ongoing with the refinancing of a few property loans beginning of -- which is to take place beginning of next year. And as I said, I think the cooperation with our lenders has been positive, and we have the mutual understanding that also we want to cooperate in the future. Now moving further, I think to the more important topics, maybe at this point of time is that the fund management and management company has gone through some major changes and the transaction between the parties has been completed. So today, it is absolutely official that the owners of the management company are 3 Lithuanian investment partners, 3 gentlemen; 2 Antanas and 1 Tomas, they have also been appointed to the Supervisory Board of the Management company and the team is working very hands-on together with the new owners on the fund, on its properties and on the future vision of the strategy. Grinvest is a company associated with the 3 partners. And throughout the past, I would say, 12 months, the partners have acquired approximately a 30% ownership in the fund. And with the changes that happened during the transition of the ownership, new people have been appointed to the Management Board, also to the team and a lot of work has been brought in-house and is being brought in-house as the approach of the new owners is different. So we do have a new compliance and risk manager in the Tallinn office, Piret Jõhvik that has been announced and as well, key people have been appointed to the management of the investment properties and across the Baltics and that the finalization of the final team is still ongoing. But yes, I think one of the, let's say, key differences is that the management of the properties is done by dedicated personnel and hired directly and exclusively to the property holding entities in order to best manage and serve the interest of the properties and the investors in the future. Now I think this is where I would like to spend most of the time of the presentation since this was also announced after the third quarter results. So this is, of course, has been a result of the consultation with the new owners of the management company, but as well the fund Supervisory Board and its members that what is the future of Baltic Horizon and what are the most critical elements in our fund that need to be addressed. And it is clear still that the leverage of the fund is not sustainable over long term and the bond that is still there is too expensive for the fund to keep. And the solution has been threefold refinancing of the old loans selling some properties, but also raising new equity. So a lot of activity has been -- a lot of emphasis has been put on that for the several -- for the past several years. And I think the time now is to present the opportunity and the possibility for investors to invest into the fund at a reasonable discount in order to pay back the bond in full throughout 2026. And improve in such way quite markedly the cash flow of the fund since the coupon payment of the remaining bond still is approximately EUR 2 million a year, which is currently being paid to the bond investors. The proposal and which has been, I think, sort of put together based on the -- our internal understanding of the market -- of the real estate market of our portfolio of the investor sentiment and of course, as well the practices of similar funds or companies in the region. And the goal is to raise up to EUR 25 million from our existing investor base. And this is also to emphasize that the management can accept subscriptions from all existing investors in this potential offering. The offering is -- public offering is taking place in Estonia, where majority of the investors are domiciled. But as again, I would emphasize here that all current investors that hold units can potentially participate in the offering. The offering date is not set. The offering first has to be decided in the unitholders' meeting. And sometimes it takes 2 meetings for these decisions to get passed because of the different quorum requirements for these meetings. But yes, once -- and if the decision is passed, then more communication will be on the actual placement on the actual offering. And most likely, that will take place early -- in this case, early in the first quarter. Then I think it is, again, important to emphasize that, that existing investors and will be able to subscribe pro rata. So if they currently own, let's say, approximately 1% of all the units of the fund, then they can subscribe for up to 1% of the new offering. So no investor has any special rights. Everybody has equal opportunity to participate in this offering and at pro rata or then up to pro rata. So -- and I think also important to note is that we have the support currently for the proposal from the Supervisory Board of the fund, especially from the independent members and from a number of unitholders that we have been able to survey and get feedback on. But I think the AGM is still to take place on the 8th of December. So hereby, of course, I welcome all investors to participate. In some cases, there are legal requirements to participate in the meeting -- in case some power of attorneys need to be signed or a physical presence. So it may not be that easy for all the investors to participate. But I would encourage all investors to let their sentiment know about this. And even if it is too sometimes cumbersome or difficult to get all the paperwork in order for the meeting, then I think we would all appreciate any kind of information on the voting even if even if it's over e-mail. But in order to really officially participate in the meeting, then please contact myself or Jana through the appropriate communication channels about what documentation is needed to participate and to register the vote. So again, for different jurisdictions, different domiciles where investors are from Finland, Sweden, the Baltics, Switzerland and other countries, this may differ. But we try to accommodate and help the voting as much as we can.

Now there's been quite a lot of also questions on why this new unit offering and why are we not still moving forward with some of the property disposals. So it's, of course, a very valid question, and that's actually been the, let's say, preferred route for us over the past, I think, 12 months. And since we thought that this would be one option to really in a beneficial way for all the unitholders get rid of the bond, and that's been our target now for some time, as you know. But testing the market with several of our properties, it's been very challenging actually to get any kind of serious commitment from the potential buyers at any -- at reasonable, let's say, price levels. And of course, we are not in a position and we don't want to make fire sales. But today, it seems that the few opportunistic buyers that are there in the market are interested in that. So let's say, the transactions across the board actually in the market are very few that are happening. In some cases, there is no real understanding at what price levels. But for example, I mentioned this before, but one test that we had was to sell one of our assets, the larger assets, Postimaja Plaza during this year. And we made an announcement for this to be public. So as many as possible as investors could participate. But the results of the offering, considering that the properties is fully let with long-term lease agreements were definitely below our expectations, much below valuations. And it just did not make sense for us to consider selling properties that basically would not help us to really make a difference on the debt side, make a big difference on the debt side. So as well, in many cases, the offers are at a very low level, and we clearly see a risk that the scenario where we would do fire sales or, let's say, accelerated disposals of the portfolio that there is a big risk on the -- on the equity side of the fund. And also when do a prolonged disposal of properties, let's say, over a period of several years, then again, if the fund loses critical size, then it will be detrimental from the income side and from the cash flow side, the fund eating up all these proceeds potentially over the course of these years when the fund potentially to be -- if the fund would be sold. So it's not an easy situation, of course, I think many understand and -- but I think at this point, we are definitely in a position where we believe that raising equity from the existing investors on a pro rata basis, equal opportunity for all to participate is the way forward. Yes, we are still viewing what loans could we refinance at better terms at the property level. Yes, we are still working on seeing if we can dispose any of our properties at reasonable price levels. So -- but the #1 goal remains to remove the bond -- and that's, I think, a commitment and the plan and the vision of the new management and the new owners of the management company as well as many larger investors in the fund. I will see now what sort of questions have been recorded here. So let me try to answer them one by one. So I think there is definitely a clear road map on how to improve the balance sheet of the fund, as explained before, but as well property by property, the hands-on approach continues to be very much so. We have, I think, new, as mentioned before, new people in the team. We have new people with new energy and with new contracts, with new capital on board. And -- but things don't happen overnight, but there are, I think, several new tenants already signed up in the properties. So -- but even though we continue to battle still some of the tenants that are reducing their premises or changing the addresses of the office premises. But definitely a road map, not only at the fund level, clear action plan, but also on a property-by-property level. When the fund will become profitable again, I think we have to go step by step still we have to remove the bond from the system and get improved results from the properties. And we still have some vacancy to fill and still costs to manage. So that is still happening. The question on the discount now that where did we come up with a discount of 30% to the market price. And this was a combination of general market practices in these situations, but also some feedback from the investors that we were able to reach and who had some comments in that regard. I can tell you that many investors also had views on lower -- more lower discount, but also even larger discounts. So we tried to get this information, this input and discussed it at the Fund Supervisory Board level. where this proposal was then finalized and -- or what -- where this input for the proposal was received. I think that's more correct way to put it. So the management is making a proposal now to the -- to all of the current investors. Your question is that is NAV overvalued. And I think that's also a very good question. As mentioned before, in case of fire sale, probably NAV is overvalued. And -- but in case medium- to long-term view of the assets as the valuators, they have their own rules, external valuators, their own rules how to approach valuations, 10-year discounted cash flow methods normally. And that's why we use them to get as independent and as, let's say, straightforward view of the assets -- of the values potential we have long-term values of the assets. So that's all I can maybe comment on this. I think I answered some of the other questions already during the presentation. Let me see if there are some more. There is no hidden agenda on these actions. I think it's, again, quite straightforward, also been said by the new owners of the fund and of the management company that they want to keep the fund listed, and they want to see the future -- positive future of the fund going forward. And the major obstacle that they see is currently the bond. The question on the early repayment of bonds. So we have negotiated with the bondholders this year to be able to pay back the bonds in tranches of EUR 3 million. So it is, in that sense, quite flexible. The early repayment, there is approximately 4% early repayment fee, but that will be decreasing now every quarter by 25 basis points, if I recall correctly. I think also a very good question on is -- do you really need EUR 25 million now? And what do you actually expect now? So I think we do need EUR 25 million in order to get rid of the bond in full and still have cash to make the investments into the enhancement of some of our properties. But we don't know what will be the result. So since we are targeting only and offering this opportunity to the existing unitholders, then result could be lower. And we will see then what the result is and consider whether -- first of all, is it reasonable to go through this offering and whether then what would be the additional plans in order to pay back the bond in full during the 2026 year. So yes, we have done some -- as I mentioned before, some analysis on what would be the potential fire sale -- the prices of our properties. And potentially, again, we don't know what would be the actual result and if the properties -- all of the properties are even sellable, but there's a potential risk in this case of wiping out basically the whole equity part or majority of it. So we don't see that -- we do see that currently offering this opportunity to the current investors to reduce the bond and to work on the property still and to keep the properties and not sell them at the worst time to be a better proposition. So -- but the investors will have to make their mind up and decide on the general meeting in December. The question is, has Grinvest partners committed to invest into this new units issue? The answer I can give you is that they are supporting the issue. There are 3 individual partners that make up their mind independently. And currently, it is not certain that they will that they will take the full pro rata, but they are seriously considering it. And as mentioned before, it's for every investor to -- if it's decided positively in the general meeting in December, then it's for every investor to decide whether to participate every existing investor, whether to participate up to pro rata or pro rata. So that -- those are the quite straightforward and simple terms currently proposed to the general meeting. So there's more maybe specific question on the lease agreements that we are signing that basically, if I gather then this valuable for the fund. And so we take every case separately. And every case is a separate negotiation. It depends how much also the tenant is able to invest. It depends what sort of view they have on the length of the agreement and what sort of view we have also on the price that we're renting out the properties. So of course, we aim to find a profitable solution for the fund. And as I mentioned before, in many cases, we have negotiated with the tenants that investment from the fund side has been close to zero. And I think many of the lease agreements, I think, are quite long-term profitable for the properties and for the fund. We are not signing let's say, loss-making lease agreements. So I think I can answer it in this way. So it has to make sense, of course. And maybe that's also been why it's been not so easy to increase the occupancy of the portfolio since we aim to find tenants that suit the property are viable long term and that also suit the concept and the tenant mix of our various assets. So I think there's probably quite an interesting question here that why don't we do the capital raising in tranches. And so -- what I can say is that, of course, we've played with various scenarios. And this is just, first of all, we're putting this proposal for the decision of the investors. And if all or most participate, then I think we can say that we have reached our targets. We have been able to pay back the bond. We have more than EUR 2 million of cash flow remaining in the fund. We have money for final fit-out investment. So I think we have reached probably our goal in this case. When we do raise less than that and from the existing investors, so we will then analyze what to do. And then it could be various options. One is to not complete the fundraising if the result is not satisfactory or potentially do it in tranches, but over the next year. But I think currently, we are thinking that this is a very straightforward equal opportunity for all the existing investors at a discounted price level to participate. And we like to take it step by step to see what is the result and then decide where to go from there. As mentioned before, we're still working on some asset disposals, so smaller asset disposals. So it could be a combination of several things coming together, but the priority is to pay back the bond. At this point, we are not, let's say, not capable to issue or send any forecasts. So because of the specific law that we have on the fund structures such as Baltic Horizon. But yes, we will try to give as much as outlook views as much as we can. But as I said before, we want to keep the cash flow that currently we are paying to the bond investors within the fund. And that will make quite a big difference. In regards to the bad debts, we didn't write them off. We increased the reserves. So most of the debts have been accumulating, yes, in Europa, some in Galerija, but mostly in Europa and during this year. With some tenants we have already terminated and pursuing other ways to retrieve the debt. In some cases, the tenants are still in the property and as well looking forward to the improvement of the tenant mix, which will happen now over the next few months when new tenants are moving in the third quarter. So there is various reasons behind the increase in the bad debt allowance. There's a question on which properties still need most investment into the fit-out. So I think easiest to answer this and most logical way to answer this is that those properties that still have vacancy. And so we still have some vacancy in Galerija. We still have some vacancy in Europa. We still have some upcoming vacancy in Vainodes, in Upmalas and also next year in Lincona. So it's basically -- it's not one single property that needs a majority of the investment. It's a little bit everywhere and especially in these properties where tenants are still changing and where the transformation of the properties to the new era to the new cycle is taking place. Maybe I can answer still, I think, quite a lot of questions, what if we raise less than EUR 25 million. I would say that at a certain point, of course, maybe the fundraising or the result may not be reasonable and it is too low, but we will consider that anyway. But I think regardless of the amount, we will still very critically view it and calculate how much it will improve the situation for the fund. I would say still even EUR 10 million result would improve the situation of the fund, as I think explained a bit before. So I think the aim is to use most of the proceeds for the bond repayment, but as well look at the potential fit-out investments of the portfolio going forward. We have not -- there's a question of have we received any proposal for the acquisition of the whole portfolio, but the answer is that we have not received any such proposal. So I think we have received some unsolicited proposals over the past 12 months on only a selected number of properties. So I think the market, as mentioned, the investment market remains quite illiquid, quite opportunistic and -- and once again, to sell a portfolio of this size, it either takes a huge discount to sell it all quickly or it takes a long term where the proceeds will be eaten up by higher cost because the fund is shrinking. So I don't -- we don't believe that this is currently the right way forward. And that's, hence, the offering proposal now to the investor base. So that's our priority right now, again, is to repay the bond and improve the results of the fund next year in a considerable way. So... Okay. Thank you very much for the questions. This is maybe the first presentation in this regard. We will, of course, hold a presentation during the AGM on the 8th of December as mentioned before. I welcome everybody to participate. And if you are not able to participate, just maybe send an e-mail what you think about this proposal and if this is interesting for you, if you're an existing investor. So this input will be much valuable for us to make the final actions around this potential offering. So once again, thank you very much, and let's be in touch soon.