Quarterly Report • May 14, 2021
Quarterly Report
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Baltic Sea Properties AS is a Norwegian real estate company owning and managing properties in the Baltics.
The company is one of the Baltics' leading real estate investors and owns, develops, and manages properties within the segments retail, logistics and industry. The company's property management is conducted through fully-owned subsidiaries which are all registered in Lithuania.
Contracted rent income for the portfolio in 2021 is estimated to MEUR 7.1* (including expected cpiadjustment). The portfolio had per 31.03.2021 generated rent income of apx. MEUR 1.41.
The company has an industry-leading team with great knowledge of the Baltic market which makes the company well positioned for growth. In addition to refining the current portfolio the company has ambitions to strenghten the portfolio with new cash flow and development projects which will increase shareholder values and the company's dividend capacity.
*The figure includes budget rent from Klaipeda Business Park (KVP) which was acquired in April 2021.
| About us | 2 |
|---|---|
| CEO's corner | 4 |
| Key figures Key figures properties Key figures group Net Asset Value |
6 7 8 9 |
| Quarterly financials Profit & Loss statement Balance sheet Financing |
10 11 12 13 |
| Property portfolio Tenant mix Presentation of our properties Land bank |
14 16 18 26 |
| Transactions & share price | 28 |
| Euronext Growth Oslo | 29 |
| Contact | 30 |
This report has been prepared by Baltic Sea Properties AS in good faith and to our best ability with the purpose to give the company's shareholders updated information about the company's operations and status. This document must not be understood as an offer or encouragement to invest in the company. The financial figures presented are unadited and may thus include discrepancies. Baltic Sea Properties AS further makes reservations that errors may have occurred in its calculations of key figures or in the development of the report which may contribute to an inaccurate impression of the company's status and/or operations. The report also includes descriptions and comments which are based on subjective assumptions and considerations, and thus must not be understood as a guarantee of future events or future profits.
We have completed another quarter with strong financial results, continuing the positive trend from last year. We are satisfied with our consistent performance since 2020 after the large turn around our company went through in the years prior. Rental income is slightly down from last year (MNOK 1.0) due to the sale of 15 grocery shops to Norfa last year, however we are happy to have largely rebalanced the rent income through acquisitions and new developments.
BSP has now successfully completed its plan to rebalance and strengthen its portfolio, by divesting weaker legacy assets and developing and acquiring stronger assets. Our cash flow has been strengthened and stabilised. Strategically we are now concentrated on organic growth and Mergers & Acquisitions.
Organic growth is the natural development of BSP, using part of the portfolio's free cash flow to reinvest in new developments and asset acquisitions. Mergers & Acquisitions allow BSP to gain competences and to further accelerate growth. This combined growth creates a sustainable economy of scale which will help ensure our attractiveness and competitiveness in the market.
At the end of March, BSP announced the combined acquisition of Klaipeda Business Park (24 000 sqm located in the free economic zone of Klaipeda), a planned business park development project, and the management company UAB BNTP. The transaction was completed in April. UAB BNTP includes a highly experienced team of professionals that bring vast experience within the fields of construction, real estate development and asset management. We warmly welcome the team and look forward to working and building together.
This multiple acquisition is consistent and fitting with BSP's strategy, while further strengthening our ability and commitment to provide value-added real estate solutions for our local and international partners, and sustainable returns with stable dividends for our shareholders.
Over the past years, BSP has maximised the use of our free cash flow by strengthening the portfolio with new projects and acquisitions. In the 1st quarter of 2021, we have also secured a new, long-term financing with our main financing partner, Luminor. This strategic partnership and arrangement provides BSP a balanced finance model, whereas a larger portion of our revenue and free cash flow can be invested in new projects to further strengthen our portfolio, and facilitating stable dividends for our shareholders.
BSP has a team of highly skilled professionals who are constantly seeking out new opportunities and tenant partnerships. We have a significant build-to-suit project pipeline in addition to our potential development projects on the three strategically located industrial areas we own in Klaipeda and Vilnius. As always, when entering new client relationships our focus is on creating partnerships for longterm cooperation and mutual value creation.
Our industry is constantly evolving and as described in previous reports, we have already benefitted largely from a change in investors and financing partners' appetite for industrial, logistics and specific retail properties in the Baltics. We are also happy to feel heightened interest, expectations and requirements from tenants, investors and other stakeholders for more environmentally sustainable real estate related solutions.
BSP is committed to respecting and protecting our environment as per our corporate values and are responsible for our actions. Sustainability is a fundamental precondition when we evaluate and plan new projects, while currently BSP is performing a wide-ranging study of our portfolio to identify new opportunities to increase energy efficiency and reduce carbon emissions. We are looking forward to implementing these opportunities in the time to come.
Lars Christian Berger CEO, Baltic Sea Properties AS
Klaipeda Business Park - Acquired by Baltic Sea Properties in April 2021.
| Company | Segment | Tenant | Budget rent (EUR) |
Property NOI* | % income | GLA (sqm) | % GLA | Maturity |
|---|---|---|---|---|---|---|---|---|
| BSP LP | Logistics | Girteka | 956 221 | 890 041 | 13.5% | 17 149 | 14.4% | 2026 |
| BSP LP II | Logistics | Vinge | 1 039 435 | 963 673 | 14.6% | 21 929 | 18.5% | 2038 |
| BSP LP IV | Logistics | Rhenus | 1 073 354 | 1 014 109 | 15.1% | 18 226 | 15.3% | 2035 |
| BSP LP V | Logistics | Delamode | 534 732 | 495 196 | 7.5% | 8 329 | 7.0% | 2033 |
| BSP LP VI | Logistics | Oribalt | 441 965 | 399 743 | 6.2% | 6 825 | 5.7% | 2035 |
| BSP IP | Industrial | AQ Wiring** | 821 523 | 782 223 | 11.6% | 10 410 | 8.8% | 2035 |
| BSP RP I*** | Retail | Norfa (anchor) | 462 850 | 292 268 | 6.5% | 7 845 | 6.6% | 2021-2027 |
| BSP RP V | Retail | Maxima | 385 269 | 354 896 | 5.4% | 4 132 | 3.5% | 2033-2034 |
| KVP**** | Industrial | Multiple | 1 391 206 | 1 255 141 | 19.6% | 23 990 | 20.2% | 2023-2028 |
| Total | 7 106 553 | 6 447 288 | 100% | 118 835 | 100% |
* Property NOI includes internal management expenses of apx. 5% of total rent.
** AQ Wiring will be replaced as tenant by Adax from May 2022. The company has signed an LOI for sale of the property (expected to be concluded by the end of May 2021).
*** On the 23rd of March 2021 the company signed sales agreements for 5 retail properties in BSP RP I. The transactions for 4 of the 5 properties were conluded the same day. The remaining transaction of 1 property was concluded in April.
**** Klaipeda Business Park (KVP) was acquired in April 2021 and is thus not included in the Q1 financial figures presented on other pages of this report.
| Per share (NOK) | 31/03/2021 | 31/03/2020 | Balance sheet (MNOK) | 31/03/2021 | 31/12/2020 |
|---|---|---|---|---|---|
| Net Asset Value (NAV)* | 46.12 | 47.15 | Fixed assets | 533 | 570 |
| NAV in Euro | 4.61 | 4.10 | Current assets | 114 | 41 |
| Accumulated pay-outs | 22.00 | 22.00 | Assets | 647 | 611 |
| Last transaction price per date | 51.50 | 29.00 | Equity | 196 | 207 |
| Number of shares issued | 6 688 232 | 6 688 232 | Debt | 450 | 405 |
* Please refer to information on the next page about change of principle for the NAV calculations since the 3rd quarter of 2020.
| Per share (NOK) | 31/03/2021 | 31/03/2020 | Balance sheet (MNOK) | 31/03/2021 | 31/12/2020 |
|---|---|---|---|---|---|
| Net Asset Value (NAV)* | 46.12 | 47.15 | Fixed assets | 533 | 570 |
| NAV in Euro | 4.61 | 4.10 | Current assets | 114 | 41 |
| Accumulated pay-outs | 22.00 | 22.00 | Assets | 647 | 611 |
| Last transaction price per date | 51.50 | 29.00 | Equity | 196 | 207 |
| Number of shares issued | 6 688 232 | 6 688 232 | Debt | 450 | 405 |
| NIBD (incl. mezzanine loan) | 422 | 371 | |||
| * Valuations per 31.12.2020 is basis for property values in NAV calculation. | LTV (incl. mezzanine loan) | 66.2% | 54.7 % |
| Property portfolio (MNOK) | 31/03/2021 | 31/03/2020 | Profit & loss (MNOK) | 31/03/2021 | 31/03/2020 |
|---|---|---|---|---|---|
| Market value portefolio | 638.6 | 793.9 | Operating income | 15.8 | 15.9 |
| Value of equity based on NAV | 307.6 | 314.4 | Operating expenses excl. depreciations and impairments |
3.8 | 4.1 |
| Gross rent income per date | 14.5 | 15.5 | EBITDA (Operating profit/loss excl. depreciations and impairments) |
12.0 | 11.8 |
| NOI-yield | 8.14% | 7.98% | Income From Property Management (IFPM) |
7.7 | 7.9 |
| IFPM-yield | 10.2% | 9.9% | EBIT | 6.9 | 6.0 |
| Other income | 1.3 | 0.3 | Profit/Loss before tax | 2.1 | 1.4 |
| Shortest contract length (years) | 0 yrs | 0 yrs | |||
| Longest contract length (years) | 17 yrs | 15 yrs | |||
| Weighted contract length (incomet/ year) |
11.8 yrs | 8.4 yrs |
| and impairments | 3.8 | 4.1 |
|---|---|---|
| depreciations and impairments) | 12.0 | 11.8 |
| (IFPM) | 7.7 | 7.9 |
Net Asset Value (NAV) is a measure of the fair value of the company's net assets on an on-going long-term basis, calculated as the total value of the company's assets minus the total value of its liabilities, with certain adjustments.
Public and private real estate companies and real estate funds use slightly different adjustment principles when calculating their NAV. Below is therefore an explanation of how NAV is calculated in Baltic Sea Properties.
| Assets valuations and adjustments for NAV: |
• Investment (income generating) property and development land is valued and included using the most recent market value established by independent valuers (based principally on the discounted cash flow method.) • External financial investments are valued and included at their most recently published/ recorded NAV (alternatively most recent transaction price if NAV is not available.) • Development property, unfinished construction and other assets are valued and included at book value (cost price less depreciation) |
|---|---|
| Liabilities adjustments for NAV: |
• Financial liabilities are valued and included at book value. • Deferred tax liabilities are valued and included at 50% of the deferred profit tax calculated on the difference between the current property market value and tax book value. (This adjustment principle is based on market practice and a deemed fair value basis) • Interest rate swaps are valued and included at book value. • Other liabilities are valued and included at book value. |
• Since the 3rd quarter of 2020, the company has used a new principle for estimating latent tax liabilities in its NAV calculations. The change increases the group's latent tax with apx. MNOK 5.2 relative to the booked net deferred tax liability per 31.03.2021. Please note that historical NAV figures in this report have not been recalculated according to this change in principle.
Please note:
Total operating income per 31st of March 2021 was MNOK 15.8 (MNOK 15.9). Of this MNOK 14.5 was rental income from the property portfolio (MNOK 15,5). Measured in EUR the rental income per 31st of March 2021 was reduced by EUR 70 488 compared to the same period for the previous year.
Direct ownership costs per 31st of March 2021 were MNOK 2.1 (MNOK 2.4). The reduction is mainly explained by reduced expenses to real estate/land tax, electricity/utilities, and construction/maintenance, while the salary expenses have increased slightly.
Net rental income per 31.03.2021 was MNOK 12.4 (MNOK 13.2).
Other operating income per 31st of March 2021 was MNOK 1.3 (MNOK 0.3). The increase is mainly due to income from the sale of one of the properties in the RP1 portfolio above its book value per 31.12.2020.
Other operating expenses per 31st of March 2021 were MNOK 1.7 (MNOK 1,7).
The profit from operations before financial items, depreciations, and impairments (EBITDA) per 31st of March 2021 were MNOK 12,0 (MNOK 11.8). The increase is mainly explained by the abovementioned increase in rental income, accounting profit from property sales, and reduced ownership costs.
Net financial items per 31st of March 2021 were MNOK -4.7 (MNOK -4.5). The group had reduced interest expenses compared to the 1st quarter of 2020, as well as gains from currency differences and interest rate hedging agreements, but these effects were outweighed by fees paid related to the refinancing of the portfolio.
No impairments or reversal of previous impairments were booked during the first quarter of 2021. Booked depreciations per 31st of March 2021 were MNOK -5.1 (MNOK -5.8).
Profit before tax per 31 of March 2021 was MNOK 2.1 (MNOK 1.4).
| 31/12/2020 | 31/12/2019 |
|---|---|
| 14 517 823 | 15 525 086 |
| -222 075 | -301 176 |
| -7 623 | -137 376 |
| -1 911 677 | -1 920 257 |
| -2 141 374 | -2 358 808 |
| 12 376 449 | 13 166 277 |
| 1 266 258 | 333 860 |
| -1 676 811 | -1 697 403 |
| 11 965 896 | 11 802 734 |
| -5 839 163 | |
| 0 | |
| 5 963 571 | |
| -4 590 513 | |
| -669 281 | 60 128 |
| -5 107 996 0 6 857 901 -4 065 479 |
1st quar ter 2021 (unaudited)
Valuations of the properties have been conducted by two independent valuators, based on discounted cash flow (DCF) analyses, which is standard method and our normal practice. The portfolio was valued at a total of MEUR 63.8 per the 31st of March 2021, based on valuations from Newsec and Oberhaus per 31.12.2020 with adjustments for property sales during Q1 2021.
Per the 31st of March 2021 the Group had a total cash balance of MNOK 112 (31.12.2020: MNOK 39). The increase during the 1st quarter of 2021 is mainly due to refinancing process during this period which has made significant funds available.
The book value of equity per the 31st of March 2021 was MNOK 196 (31.12.2020: MNOK 207). The change in NAV per share measured in EUR during the 1st quarter of 2021 was EUR +0.41 %.
Total amount of shares issued per 31.03.2021 was 6 688 232, of which the company itself held 20 415.
| Net Asset Value (NAV) per share |
31/03/2021 | 31/03/2020 |
|---|---|---|
| NOK | 46.12 | 47.15 |
| EUR | 4.61 | 4.10 |
| Applied EURNOK | 10.00 | 11.51 |
| conversion rate |
| Property portfolio (MNOK) |
31/03/2021 | 31/03/2020 |
|---|---|---|
| Market value portefolio | 637.6 | 793.9 |
| Value of equity based on NAV |
307.6 | 314.4 |
| Gross rent income per date | 14.5 | 15.5 |
| NOI-yield | 8.14% | 7.98% |
| Other income | 1.3 | 0.3 |
| Shortest contract length (years) |
0 yrs | 0 yrs |
| Longest contract length (years) |
17 yrs | 15 yrs |
| Weighted contract length (incomet/year) |
11.8 yrs | 8.7 yrs |
| Balance sheet (MNOK) | 31/03/2021 | 31/12/2020 |
|---|---|---|
| Fixed assets | 533 | 570 |
| Current assets | 114 | 41 |
| - of which is cash | 112 | 39 |
| Assets | 647 | 611 |
| Equity | 196 | 207 |
| Debt | 450 | 405 |
| NIBD (incl. mezzanine loan) | 422 | 371 |
| LTV (incl. mezzanine loan) | 66.2% | 54.7 % |
| NIBD (excl. mezzanine loan) |
370 | 318 |
| LTV (excl. mezzanine loan) | 58.0% | 47.0 % |
| Debt maturity | Interest Swap maturity | |||||
|---|---|---|---|---|---|---|
| Year | MEUR | Share % | Interest including margin |
MEUR | Share % | Interest including margin |
| 0-1 year | 2.7 | 6.38% | 2.20% | 15.8 | 50.94% | 0.20% |
| 1-3 years | - | - | - | 15.2 | 49.06% | 0.58% |
| 4-5 years | 34.3 | 81.2 % | 2.05% | - | ||
| Total funding real estate portfolio | 37.0 | 87.62% | 2.06% | 31.1 | 100% | 0.39% |
| Mezzanine - maturing 14.5.2021* | 5.2 | 12.4 % | 10.7% | |||
| Sum loan | 42.2 | 100% | 2.84% | 31.1 | 100% | 0.39% |
* BSP repaid MEUR 1.25 in April 2021 and maturity for remaining loan is 14.05.2021
In March 2021 Baltic Sea Properties refinanced with Luminor for a new and improved financing of the total portfolio.
The total amount of refinancing was MEUR 33.07, which secures the company a significant improvement of its longterm financing platform.
As part of the refinancing, apx. MEUR 7.01 in cash was made available to the company for investment in new projects and/or downpayment of its mezzanine debt.
In April 2021 the company repaid MEUR 1.25 of the mezzanine loan. Maturity for the remaining balance is on the 14th of May 2021.
The principal amount of the mezzanine loan after the repayment in April is MEUR 3.98.
| Loan financing | 31/3/2021 | 31/12/2020 |
|---|---|---|
| Net nominal interest-bearing debt incl. mezzanine loan (MEUR) |
42.2 | 35.4 |
| LTV incl. mezzanine loan | 66.2% | 54.7 % |
| Net nominal interest-bearing debt excl. mezzanine loan (MEUR) |
37.0 | 30.4 |
| LTV excl. mezzanine loan | 58.0% | 47.0 % |
| Average interest rate (incl. margin and IRS*) excl. mezzanine loan |
2.39 % | 3.3% |
| Interest rate hedging ratio | 73.5 % | 100.0 % |
| Time until maturity interest-bearing debt (weighted) |
4.7 yrs | 2.2 yrs |
| Time until maturity interest hedging contracts (weighted) |
1.7 yrs | 3.5 yrs |
*Interest Rate Swaps
Illustration of possible utilization of commercial land near Vilnius - front.
Illustration of possible utilization of commercial land near Vilnius - back.
Distribution of budgeted rent income in 2021
* Includes KVP which was acquired in April 2021.
Klaipeda, Lithuania
Tenant: Rhenus Svoris GLA: 18 226 m2 Maturity lease contract: 2035
Company name: BSP Logistic Property 4 Location: Highway A4, Vilnius, Lithuania
The property was finalised in June 2017 and further expanded in 2020. It is currently leased by Rhenus Svoris, a subsidiary of Rhenus Logistics.
Rhenus Logistics is one of Europe's biggest transportation groups, and Rhenus Svoris covers the group's operations in the Baltics and Belarus.
Tenant: Vinges Terminalas GLA: 21 929 m2 Maturity lease contract: 2038
Company name: BSP Logistic Property 2 Plassering: Highway A3, Vilnius, Lithuania
The property is strategically located along the highway between Vilnius og Minsk in Belarus.
Vinges Terminalas is a local logistics company operating within export, transit, order processing and goods transport. The company has a wide spectre of clients in Europe and Russia.
Company name: BSP Logistic Property Tenant: Girteka Logistics GLA: 17 954 m2 Maturity lease contract: 2026
Location: Highway A3, Vilnius, Lithuania
The property is leased by Girteka Logistics, one of Europe's leading transportation companies, strategically located by Vilnius International Airport.
The property has a land area of 42 907 m2 with 11 458 m2 storage, 2 014 m2 frozen storage, 3 348 m2 cold storage and 1 134 m2 office.
Tenant: Delamode Baltics GLA: 8 329 m2 Maturity lease contract: 2033
Company name: BSP Logistic Property 5 Location: Highway A1, Vilnius, Lithuania
The property was finalized in August 2020 and is currently leased by Delamode Baltics.
Delamode Baltics is a dynamic supplier of freight forwarding-solutions to the global market, owned by the Xpediator group.
Company name: BSP Logistic Property 6 Tenant: Oribalt GLA: 6 807 m2 Maturity lease contract: 2035
Location: Highway A1, Vilnius, Lithuania
The property was finalized in August 2020 and is currently leased by Oribalt.
Oribalt offers a wide spectre of logistics solutions for pharmaceutical producers , including storage, distribution, transportation and direct delivery.
Location: Panevėžys, Lithuania GLA: 10 410 m2 Maturity lease contract: 2022/2035
Company name: BSP Industrial Property Tenant: AQ Wiring Systems/Adax from 2022
Baltic Sea Properties has signed an agreement with the Norwegian industrial company Adax about lease of the production facilities in Panevėžys, Litauen. The new agreement implies that Adax moves into the facilities as soon as they are available, the spring of 2022. The property is currently leased by a subsidiary of the Swedish, listed group AQ Group.
Baltic Sea Properties has signed a binding agreement with the Estonian property fund Eften about selling the property (expected to be concluded in May 2021).
Company name: BSP Retail Properties 1 Tenant: Norfa (anchor) Location: 2 locations in Lithuania GLA: 7 845 m2 Maturity lease contract: 2021 - 2027
On the 23rd of March 2021 BSP RP I signed sales agreements for 5 retail properties. The transactions for 4 of the 5 retail properties were concluded the same day. The remaining transaction (1 retail property) was concluded in April.
After these transactions BSP Retail Properties I's portolio consists of one shopping centre and one smaller retail box.
Tenant: Maxima LT GLA: 4 132 m2 Maturity lease contract: 2033 - 2034
Company name: BSP Retail Properties 5 Location: Silute og Kursenai, Lithuania
The subsidiary BSP Retail Properties 5 owns two retail properties which are leased by Maxima. Maxima is the Baltics' biggest retailer and is considered to be among the best tennats of the region.
The properties were acquired in the 1st quarter of 2020.
Areal: 145 317 m2 Zoning: Commercial
Type: Land plots for development Location: Vilnius, Lithuania Project: Technical project Project delivery: 9-16 months dependent on size
Three land plots located by strategic road networks between Vilnius and Kaunas, and between Vilnius and the Polish border.
Ved Rhenus 4,1 ha. By Rhenus: 4.1 ha.
Baltic Sea Properties was during the EUROPEAN REAL ESTATE BRAND AWARDS 2020 awarded 1st place as the strongest brand among logistics developers in the Baltics.
For EUROPEAN REAL ESTATE BRAND AWARDS 2021 we have once again been nominated in this category.
Baltic Sea Properties AS has since 2017 been listed for trading on Merkur Market/Euronext Growth Oslo, a MTF under Oslo Stock Exchange.
Since Euronext's acquisition of Oslo Stock Exchange in June 2019, trading at Euronext Growth Oslo has been migrated to Euronext's trading system Optiq. The trading system gives all trading on Euronext marketplaces in Europe access to trading on the marketplaces under Oslo Stock Exchange. Pricing data is available on live.euronext.com were trades are updateed in real-time.
Euronext Growth Oslo is subject to Euronext's rulebook regime.
On Monday the 30th of November 2020 most pages on oslobors.no were moved to Euronext's website.
For more information, please refer to the following links:
English: https://www.oslobors.no/ob_eng/Oslo-Boers/About-Oslo-Boers/Web-pages-has-been-moved-to-Euronext
Norwegian: https://www.oslobors.no/Oslo-Boers/Om-Oslo-Boers/Nettsider-flyttes-til-Euronext
As Baltic Sea Properties (ticker: BALT) is listed for trading on Euronext Growth Oslo, the share may be traded through different channels. You may for instance place purchase or sales orders on different online trading platforms.
Contact your CSD provider, stock broker or bank for more information.
Group CEO [email protected]
+47 930 94 319
Managing director, Lithuania [email protected]
P.O. Box 2076 Vika c/o Hagen, Berger & Aas AS 0125 Oslo
Tjuvholmen Allé 3, 6th floor 0252 Oslo
Norway
Didzioiji str. 10A-29 LT-01128 Vilnius
Lithuania
www.balticsea.no
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