Baltic Horizon Fund (NHCBHFFT) Q4 FY2025 Earnings Call Transcript & Summary

Good afternoon, and welcome to the webinar Baltic Horizon funds. The presentation of Q4 results of 2025 and as well some remarks and conclusions and overview of the upcoming new units offering hereby -- on behalf of the fund, I would like to elaborate on the results and also the situation of the funds as well the reasons of the upcoming equity raising and all the associated topics around it. We have received a few questions before the webinar and hopefully, I will answer them during the presentation. If not, then happy to receive the questions on the question panel. And I will take them at the end. So hereby is the, let's say, KPI overview table that we regularly present to give the guidance for investors of the results of the fund and the situation with the occupancy, net operating income and as well the cash flow generation. So gradually overall, at the fund level, we are moving gradually up with our occupancy and the main reason for the increase this time is coming from Europa Shopping Center, where we have leased out in the third -- fourth quarter much of the third floor to tenants in the sports and health area. So also, we have made NOI around EUR 3 million. This is after the, let's say, the adjustments when it comes to bad debts and provisions and write-offs. We had a larger write-off in -- or provision in Q3, which affected our NOI and it also affected our NOI somewhat in Q4, but we are at the EUR 3 million line and then hopefully, to exceed that next year. We continue amortizing our debt and that's why our total debt outstanding continues to decrease. And then as well the cost -- average cost of debt, which, in our opinion, is still somewhat higher than we would like to see on a long-term basis. We did have valuations at year-end and the result of the valuations decreased the values of the portfolio, but also increased the LTV. And I will talk more about it in the coming slides as well we continue to invest into fit out of properties and maintenance of our properties. And this is also part of the reason why the fund remains cash flow negative. However, we have made quite a bit of changes over the past fourth quarter also when it comes to property and asset management and have worked to find even more ways how to cut cost, and we continue that in the upcoming quarters. This is, I think, a good visualization also of the funds where we are at the moment. And maybe a comment on the average rent and this is partially for 2 reasons. The some -- small drop in Q4. One reason is that our anchor tenant in Vainodes for the past several months have been paying discounted rent. And beginning of next year, we expect to implement the fit-out plan there, after which the rent should recover in the course of the year. And another reason for Q4 was that we included in the area of -- rented area, we included some tenants in Europa, which haven't yet started to pay rent. So we expect this figure to stabilize also in the upcoming quarters. And when we have these changes in tenants. We, of course, monitor very closely our cash and where we commit our cash and -- but we do need some fit-out investments in order to welcome these new tenants that will start to pay rent and increase in our NOI accordingly. Some words about the valuation and each of our properties more specifically. So we did have a write-down of approximately EUR 20 million end of last year and it was due to several reasons. And I think 1 key reason is that some of the discount rates in our valuation reports were reviewed downwards as well the valuators had a more conservative view on the leasing potential and potential rates of rental levels in some of our properties, which did influence the valuations negatively and we did have some improvement in S27 and some of the Estonian properties, but we acknowledge that and we will continue to still fight for tenants at reasonable rental levels and we do expect many of these new tenants to move in, in the coming quarter, especially in Europa Shopping Center and to start paying rent. Also to note that in Vainodes, the occupancy here is 100%. However, the rent payment from the anchor tenant has been at a discount during this period of fit-out and the same similar story is for Lincona, where the occupancy expected to drop in the first quarter because of the -- moving out of the second largest tenant, Swedbank and that did have, of course, also an impact on the valuations. At the same time, in Europa, as I mentioned, we are making good momentum to lease out the third floor and have several ongoing negotiations. And in North Star, the occupancy rate has been improving gradually. In Upmalas and S27 of the properties remain -- have rented out. And in S27, we have attracted smaller tenants on top of the school to move in and start paying rent at quite attractive rental levels for us. And we also have now the school start paying full rent from the first of January. So they were also at a discounted level for a few months at the end of last year after they moved in. So we should expect some positive movement there. In Sky, also, we had negotiations with the anchor tenant. So the agreement was reached and signed also at somewhat of a discount for the anchor tenant in the upcoming periods. So there's a lot of movement in the portfolio in our properties, especially in Latvia nowadays. In Estonia, Postimaja and Apollo Plaza are fully let, continue operating very well. And in Pirita the situation is also quite stable and we continue to work with the satellite tenants that are in front of the Rimi area. And more specifically, there are, I think, more news to be noted in the next quarter. About the financial results, and we compare it here on a quarterly basis to the previous year. So overall, like-to-like NOI was slightly higher. And on a quarterly basis as well, we are, again, back to the EUR 3 million level on a quarterly basis. And we did have overall, for the entire year, still quite a substantial amount of costs that are borne by the landlord. And as the total generated rental income for the fund was about EUR 15 million. So we still have work to do with the triple netting of our leases and increasing the occupancy of the fund so that that would also bridge the gap towards the higher rental income level that we have on a gross basis. Then I think it's worth to mention that we're now starting to see results on the administrative expenses side and then for the entire year, we did have approximately EUR 400,000 less of admin expenses in 2025. And we also had the delisting process completed as of last year in November. So those expenses are also gone in this year's financial statements. And hopefully, the administration expense level of around EUR 400,000 in Q4 gives good projection for the administrative expense level also in the year of 2026. We have here also losses on disposal of investments. So we had it in last year when certain agreements were still valid with some of the buyers of the properties that we -- the transactions that we had in -- back in 2023, namely related to NOI guarantees of certain vacant properties. So those obligations have also ended. And also, I think, of course, what has influenced our profit and loss statement most were the valuations and thus resulting in the loss of roughly EUR 19.12 million. I think we've also evaluated this from a perspective where if one would exclude the valuations, then based on our understanding, we would have made a small profit on a quarterly level in the last quarter of 2025. Something to highlight I think on this slide is that the reduction in trade receivables. So we've provisioned -- been more conservative in provisioning certain receivables. That's one reason why it has decreased, but as well we have recovered some of the receivables. So a lot of focus continues to go into debt collection and management of debt and tenants. So the number has improved and we continue to monitor that very closely. In -- just to remind that in Q3, we wrote -- or we had a bad debt allowance of roughly EUR 500,000 and wrote off around EUR 74,000 of receivables and in Q4, it was slightly smaller number. And now more, I think, precisely on the situation of the fund, as you can see, the cash equivalents of the funds are around EUR 5.4 million as of today. And this is also a place to note that around EUR 4 million of that cash is restricted for us for operational needs for reasons that -- or based on the agreements with our financiers, with our lenders. So the liquidity situation of the fund remains quite challenging. And we have, therefore, have continue to look for a solution in that regard. As you know, we have worked on several disposals, which have not ended in acceptable transactions for us. And there as we have said in the past, there is another way how to improve the situation of the fund raise to raise additional equity for the fund in order to improve the liquidity. And currently, these are the preparations that we have made in order to make sure that the fund will be going concern and will have sufficient operational leads -- operational means to continue management on a daily basis and as normal as possible. Some words about the lenders and the financial -- financing side of the fund. So the cost of debt has slightly been reducing, but we need to make sure that we get more competitive situation in that regard. And so we know which are our more expensive debt and so we look out to decrease them as soon as possible. Due to the valuations, yes, we did have the LTV increased to 64%. And just to make sure that everyone understands LTV covenant is something different than an equity ratio. So we calculate them both. And this is -- it depends on what sort of agreements we have with financiers where certain covenants are more important than the others. Now a lot of work has been going into refinancing and prolonging our Latvian loans in the last quarter. And that mainly refers to Vainodes loan, S27 loan and Sky loan. So those properties have now been also merged to one entity, it's called BH Riga. And it has -- it has contracts with one financing entity where negotiations have been ongoing. And we are happy to say that we have reached an agreement with the bank for a prolongation of these loans for a 2-year period as well Pirita loan has been prolonged. So just that -- there are a few conditions for the financier and one of them is that we do strengthen our balance sheet and increase our liquidity buffer, so that we can continue our operations. Then as you might also understand the time line in that sense is quite tight. And we have also announced that due to the valuations, which were done by external valuators, we are in noncompliance with an equity ratio covenant of the bonds. The covenants and other agreements with other financiers have been solved. We are meeting those covenants or have received waivers and some of those loans are fine, but we need to address the bond covenant. And one way to address is exactly by raising new equity, getting new equity on the balance sheet of the funds so that the covenant bridge will be sorted. And we do have certain period of days to do it. And we also have to keep it in mind when continuing with the offering of the new units and raising additional capital for the fund now in the coming weeks. One comment on the hedging of our debt. So we are not taking any new hedges at this point. So we have to make sure that we get our finances improved and the balance sheet strengthened first, and then we can look at reasonable hedgings in the coming quarters. So we wanted to, of course, the process on a quarterly basis. But yes, at the moment, the hedging of the loans is not reasonable given our situation and also the terms of certain of our loans. So without further ado, so I'd like to talk more about the equity offering. And it's been a long process for us to prepare and as we have as a management company, as a fund have gone through major changes, especially during the course of the last 6 months. So this has been the key priority for our internal discussions also with our investor base and our Fund Supervisory Board as external advisers. So as was proposed and decided by the unitholders in December last year, we have the mandate to raise up to EUR 25 million from only the existing investors, given the big discount of the offering. And again, just to be crystal clear, our aim here has been to make sure that all current investors have the equal chance to participate pro rata and defend their position in the fund and also help the fund to increase its liquidity position and decrease the bond so that we can more easily work on the asset value increases and the tenant mixes and continue to increase the operation -- operational profits and net operating income of the fund. So the unit's price has been fixed at the meeting. So as well important to note is that unitholders have to check what is their current holding as of 20th of February 2022 -- '26, sorry, because based on that amount, they can participate proportionally in the upcoming offering as well just some legal notes here that as mentioned, all existing investors can participate, and Estonian investors may have slightly a more convenient route through their internal banks directly. And -- but the main recommendation is for all investors to contact their custodian, their bank and ask how this could be done. So either through Internet bank or through just giving instructions for the bank agent. So we hope to raise sufficient amount. And we, as a management, are committed and we believe that at the moment that minimum amount, which is required to address this imminent liquidity needs of the fund restore sufficient equity ratio levels and quite frankly, ensure the going concerns of the fund will be met with this offering. We don't realistically or unfortunately expect to raise EUR 25 million. But yes, we do have belief and confidence that we raise sufficiently -- sufficient amount to continue working on the fund and its finances. So some very direct messages on the utilization of the proceeds. So we have a few scenarios here as examples that how the use of proceeds will be used in case we raised EUR 8 million. So we do have a requirement or agreement with financier of the 3 Latvian properties, as mentioned before, that we inject approximately EUR 1.5 million into the company to fund the CapEx and pay the yearly amortization upfront. For that, we get -- we received 2-year prolongation of the loans. And as well, we will receive some funds for the ongoing liquidity needs and some fit-out projects that we are -- we have ongoing that would increase the NOI of the fund. And the remainder basically will go to reduce the bond. So we do encourage and expect and hope that many investors will participate so that we could pay down the bond as much as possible. So for example, if we raise approximately EUR 11 million, then around EUR 6 million of the bond will be repaid. And if we raise EUR 14 million, then half of the bond will be repaid. So our direct -- let's say, action will then follow. And, of course, bond continues to be the more expensive -- the most expensive item on our debt list. Some more information about the pro rata offerings. So hopefully, this table makes it crystal clear that for various types of investors as we have thousands of them out to how to subscribe for the units. And first of all, it's important to check as of today, actually, sorry, how many units an investor holds and then apply the coefficient of 1.1782. So to get the maximum amount of units that could be subscribed for. There is some rounding factors here just to consider, but hopefully, this table clears it and makes it more simple. So as well -- the timetable is below here. We have an offering period from the 23rd of February to the 3rd of March. It's relatively a short period, but we also have to take into consideration the deadlines that we have, for example, to remedy our bond noncompliance of that covenant. And otherwise, the bond will become even more costly. And as well to make sure that we have the cash on our balance sheet to continue our operations and make decisions related to certain operations. The allocation decision we will make very quickly and then investors will receive their confirmations and by 9th of March, we hope to have all of our subscriptions settled. And in case there are some technical difficulties then we will, together with certain investors, if possible, find solutions and we still have a little bit of time after the 9th of March to do it. But hopefully, there will be no technical issues in the custody side. But as we had to have a very diverse investor base, so we have that flexibility. Last but not least, I would like to draw your attention also to the offering document that we have available on our website, and it has been disclosed -- the link has been disclosed together with the announcement. There are clearly risks involved in this investment. And not to mention the geopolitical -- the wins that we have seen and as well the liquidity challenges and property needs. So please to get acquainted with the risks of such an investment, and they are, I think, quite elaborately described in the document. But as mentioned before, the management remains committed and believes that the minimum amount required to address all these imminent issues, liquidity needs and equity ratio levels and certain operational needs that will be met with the understanding of the interest of the investors in this offering. So again, we encourage everybody to consider this offering very seriously and in order to continue our journey together.

Let me check if I have some answers, and there's a question on the insider ownership and willingness to contribute into this offering. So what I can say is that the management and together with the owners of the management have been investing into this fund and myself personally as well bought more units now in the previous open windows that we've had. So I personally plan to participate fully pro rata. And I know that we have strong interest to participate also from many of the insiders. And I think that also gives us somewhat of confidence to -- in the end results. But we will see the exact numbers then now during the offering period and once the actual process begins. We have -- there is a question on the minimum necessary amount. So we believe that, let's say, we have a condition with our finance here in Latvia that we should improve our balance sheet by at least EUR 7 million. So we believe that we are capable to do that in the coming offering. As said, we do expect and hope that investor participation in this product offering will be higher, so that together, we could continue paying down the expensive bond. If the offering is not fully subscribed, then the terms of the offering are very clear about it that no investor can subscribe for more or, let's say, take advantage of such discounted offerings. So everybody, everybody without any exception, will have ability to subscribe only on a pro rata basis. And these are the rules of the game for this offering which is, as mentioned before, directed only to existing unitholders. So again, we have certain examples here for all the equity offering results. So EUR 25 million would be the maximum. But we believe, yes, that again, but we will be able to meet the terms of the financier and continue operating the fund on a normal level, but the higher the participation, let's say, quite simply, more money will be left over for the equity investor and more of the bond will be paid back. So that's our goal, priority and remains a priority also most likely after this offering is completed in the coming weeks. So thank you very much, and as well for an encouraging comment here also in the notes that -- that we continue to work on the portfolio on the financing side of things. And I think the property and asset management team has been -- also mentioned in the quarter report has been brought closer to the in-house basically. So we believe that we have the strongest team in the history of Baltic Horizon to continue its operations, and we'll give our best to restore and create value for the properties when hopefully, also the environment gets better on a longer term. But it is step by step and the next step is to capitalize the fund and improve the balance sheet of the fund and the liquidity situation. So once again, thank you very much. And in case of any questions, please don't hesitate to let me or our colleagues know. Have a nice day.