Ladies and gentlemen, welcome to the full year 2024-2025 Financial Results Conference Call. I am Sandra, the Chorus Call operator. I would like to remind you that all participants are in listen-only mode and the conference is being recorded. The presentation will be followed by a Q&A session. You can register for questions at any time by pressing star and one on your telephone. For operator assistance, please press star and zero. The conference must not be recorded for publication or broadcast. At this time, it is my pleasure to hand over to Kyrill Turchaninov, CFO. Please go ahead, sir.
Thank you. Hello, everybody, and we will be starting our presentation with the highlights of the 2024-2025 financial year. We will go over quickly the entire year and the events which happened since we presented our nine-month results in August because there obviously have been some important developments. We can now turn to page four, where we have a short summary of the main points of the financial year. The results we are comparing year-on-year, so the financial year 2024-2025 versus the financial year 2023-2024. Rental income decreased to EUR 70 million, predominantly, mostly due to the asset sales, which we have done during the financial year. FFO, a major indicator and KPI for us, decreased by about EUR 15.6 million to EUR 12.3 million, which is a substantial decrease. However, this decrease is mainly driven by the sale of assets.
So net results and our impact on FFO is EUR 8.5 million, as well as other major variants versus the last year is the so-called net interest. Now, net interest has obviously interest expense, as well as interest income. So the net amount effecting the FFO was EUR 4.6 million. However, in standalone Q3 of the financial year, our FFO was EUR 1.9 million. And in the last quarter, Q4, which ended obviously on 30-09, our FFO was EUR 2.4 million. During the year, we have reduced debt by about EUR 78 million, so corresponding to roughly 14% year-on-year. And that was driven by a number of things. We sold properties with a total volume of EUR 34 million. And the major impact came from conversion of EUR 37 million of convertible bonds, which happened mostly earlier in the financial year.
As we have already reported previously, especially with more detail in our report for nine months, which we did in August, the company is in a restructuring process. We will have a special slide for this, so I will go in more details later. However, the restructuring obviously costs, and we had legal and consulting costs, which are directly restructuring costs of EUR 3 million. We also had additional costs which were charged to the company by the lenders as customarily in such restructuring process when we are asking lenders to restructure the loans. Obviously, they incur some costs and they charge us specific fees. Those amounted to roughly EUR 5.5 million. An important event which took place in the first quarter of the year, the financial year, was a repayment by Obotritia of its entire principal debt amount of EUR 38 million.
There is an outstanding receivable of about EUR 60 million still due from Obotritia. It is fully provided for, which means we have booked a provision, a financial provision against this debt, and it is supposed to be repaid by the end of December this year. Loan to value is almost unchanged compared to the prior year. We have, again, not met the REIT equity ratio requirement of 45%. And again, I will say a few words about this later on in the presentation. A big impact to our financial result came from a valuation impairment or revaluation adjustment of almost EUR 70 million. We did report about a substantial devaluation of our portfolio. We do an annual valuation by an external appraiser. This year, we actually did two valuations. One was the major one on 30-06, which resulted in about EUR 47 million of devaluation.
We also made an update at the end of the year on 30-09, which added another about EUR22 million. So that obviously had a significant impact on our financial result. The cost of debt is expectedly higher at roughly 4.5%. We have decided to give a range in terms of the guidance for rental income for the next financial year, and that would be between EUR 58 million and EUR 63 million. We are not providing any FFO guidance due to the restructuring process. As we mentioned on a few occasions, a major element of the restructuring process, obviously in addition to the debt-to-equity swap, is going to be sale of assets. Since we do not know exactly which assets at what period of time we'll dispose of, the FFO guidance at this time is rather difficult.
The focus will remain on finalization of restructuring plan in the sense that we will be implementing an already finished and agreed with the lenders' restructuring opinion and obviously improving the portfolio performance. We can now turn to the next page, which is page five, where we recap mostly what we did already the last time we presented the results. Well, the need for restructuring, the need for the engagement of FTI-Andersch as a restructuring expert, the need for the preparation of the restructuring opinion was predominantly driven by two factors. One is the sheer volume of maturities historically aggregated so that the volume of maturities in 2025 was originally very substantial, over EUR 200 million. And once we entered the discussions with the lenders to restructure those obligations, it was clear that they require a formal restructuring process, which includes the preparation of the restructuring opinion.
We, as I mentioned, engaged FTI-Andersch to do that, and the final version was completed as well as presented to the lenders, completed on the 1st of September and communicated to the lenders shortly after that. What helped us on the way and what supported us is the bridge financing, which we agreed early in the year with an amount of up to EUR 80 million at 5.5% interest. We have also entered into a restructuring agreement with VBL, and we concluded an investment agreement with the holders of the convertible bonds. So the entire amount of those instruments of up to EUR 120 million will be taking part in the debt to equity swap. Now, that signaled and that obviously, once implemented, that is a very serious support for our company. It will improve, obviously, the KPIs as that will be converted to equity.
LTV and capital ratios will certainly change. Now, that debt carried a substantial interest for the most part of this year, which will obviously help us as that will reduce our interest expense. The assets, which are used as a security for those loans, for those instruments, will be freed up and will become available again to the company. The message to other lenders was very positive, and the original restructuring opinion restructuring plan envisaged a substantially higher sales volume in order to cover our obligations. Now, we are talking about up to EUR 300 million to be sold by the end, or latest by the end of September 27. The lenders went along and supported the restructuring opinion, and they did this with extension of the maturities of their claims, or we have entered into comparable arrangements with the lenders.
The debt to equity swap was approved by a majority vote, well, 99 point something % vote by the extraordinary general meeting, and I will say a few words about this later. Now, during the restructuring period, and that was also requested by the lenders, that FTI-Andersch stays on board and supports us in terms of reporting the progress and basically confirming to the lenders that the company is staying on the restructuring plan. So this is a crucial element which we will be doing regularly with bank reporting over the next two years. We can now move on to page six, where we put some details together about the extraordinary general meeting that took place on the 4th of December. There were a few items on the agenda for that meeting, and the most important one is obviously the debt to equity swap.
We have some details in terms of no known number. The exact number of liabilities to be used is about EUR 180 million. There are subscription rights, and obviously, there will be an increase in the share capital accordingly to up to EUR 125 million. As I mentioned, once executed, the KPIs of the company will be substantially improved. However, some recorded objections to the agenda items at the meeting might lead to legal challenges and affect the further schedule. However, the majority, as I mentioned already, more than 99% of the present votes approved the measures. The fact that the company did not meet the requirements of the REIT law for the third time in the year, and that is the statutory equity ratio of 45%, basically means that the company is going to lose, or actually has already lost as of the 1st of October, the tax exemption.
We expected that that is going to happen, and by the way, as also in the past, we have prepared our financial statements as if we are fully taxed. So there is not going to be any adverse tax impact because of the loss of the tax exemption, and we prepared for that. That is also reflected in full taxation going forward in the restructuring plan. We are expected to change the name of the company to Deutsche Konsum REIT-AG. Now we can skip a couple of slides and move on to the portfolio details, which we have on page nine. We have disposed of a number of properties, well, 16 actually, with a total square meters of 36,000 sq m. Now, the volume of sales was 34, and obviously, that had an impact on our total fair value.
The biggest impact, as I already mentioned, on the total fair value was the devaluation result of almost EUR 70 million. Now, in terms of vacancy rate, it is slightly higher than in the prior year. However, there is some development on the vacancy rate, which is, well, a little bit of good news. Last time we reported in August, our vacancy rate was 14.9%, and it is now 14.2%. Now, the difference is obviously not that much. However, the entire reduction of vacancy is due to basically two things. We have leased up a number of vacant spaces of about 5.7 thousand square meters, but also the assets which we were selling were not 100% leased. So a small number of about 1,200 square meters of vacancy was in those assets which we disposed during the year. That is reflected in the total annualized portfolio rent, which is 67.1.
There are a few moving parts behind that number and the variance to prior year. So obviously, sales impacted that, and the assets we sold had an annualized rent of about EUR 2.7 million, and there were some other movements in the rent-free periods where obviously we had higher rents. Now, we can again skip a couple of slides and move to page 11, where we present the tenant structure of the portfolio. It didn't change in terms of the percentage of rent contribution from cyclical and non-cyclical tenants versus last time. So all those non-cyclical tenants are stable versus last quarter, and they contribute EUR 44 million of annualized rents. Those rents which we have, the 85% of rents are linked to the CPI. So that pretty much stayed the same versus last quarter, maybe slightly higher. And then almost half of rental contracts are over five years long.
So that gives us a certain security or certain assurances in terms of the rent flows in the near future. We can now move on to page on financing, which is page 14, where we present the maturity profile of our financial obligations by financial year. So in the graphical representation, we can see that in the 25-26 financial year, there are no maturities, which is obviously the result of the finalization of the restructuring opinion and restructuring plan, where all the maturities were moved to September 27. And that means obviously that in the year 26-27, we have a substantial number of maturities coming up for repayment.
One note here is that that number which we show and obviously split by the annuity loans, amortizing loans, and promissory notes and corporate bonds, that number in 2026-2027 does not include EUR 180 million of obligations taking part in the debt-to-equity swap. It is assumed that the debt-to-equity swap will take place. However, those instruments are formally prolonged to at least September 27. The total financial debt, which we show here, which is EUR 471 million, does include those financial instruments. As expected, total cost of debt is higher than in the prior year. LTV, I mentioned before, it's almost flat. And the interest coverage ratio last year at the end of the financial year 2024, with a rather high number, predominantly was impacted by obligations developments, which obviously are not present in this financial year.
Now, overall, perhaps to recap and close the presentation part and to open for questions, the important thing for the company is that we have successfully concluded the restructuring opinion, that all the lenders agreed to support the restructuring measures. Now we have to obviously execute on the restructuring plan by obviously asset sales and also improving the key numbers on the property side. There are some small steps already made on the vacancy and the management, on the vacancy improvement, and the management will continue in this direction. We will now open for questions.
We will now begin the question and answer session. Anyone who wishes to ask a question may press star and one on the telephone. You will hear a tone to confirm that you have entered a queue. If you wish to remove yourself from the question queue, you may press star and two.
Questions on the phone are requested to disable the loudspeaker mode while asking a question. Anyone who has a question may press star and one at this time. Once again, to ask a question, please press star followed by one. Sir, so far there are no questions. Sorry to interrupt. We have now a registration from Olaf Preiss from O.K. Consult. Please go ahead.
Thank you very much for being able to ask a question. I understood that on the general meeting, there was some kind of statement by the VBL about how many shares they wish to acquire. Is it as many as they are obliged to by their own statement, or is it as many as they can? From my point of view, the difference is about 15 million shares. Can you say anything about that?
Yes.
Now, the entire number of shares which we currently have is, well, round number, EUR 50,351,000. Now, the company share capital can be increased by up to EUR 75.5 million additionally to a total of EUR 125.8 million shares. It is expected that VBL, well, actually it is agreed that VBL will use its entire receivables against us, against the Deutsche Konsum REIT in a debt to equity swap. So in that case, they will obviously receive shares equal to EUR86 million times the number, times the EUR 2, so divided by EUR 2, obviously. So EUR 43 million shares, basically. The entire number of shares, let me backtrack on this. The entire number of liabilities from our side or receivables from the lender side is EUR 118 million. Of that, EUR 108 million is VBL. Now, if we divide EUR 108 by two, we have EUR 54 million shares.
EUR 54, okay.
That means all that they are obliged, not all they can, because the rights to receive shares will not be traded. Basically, there will be no dilution for share owners that don't execute their right to receive shares, and VBL is not executing their right to take these shares as well.
There will be dilution because we will issue shares that only VBL will. Yeah, of course. Of course.
I mean, the additional amount, basically, they are taking these EUR 54 million that they have basically already subscribed, but no additional ones on top which they could take. That's the question, really.
They are not expected to be taking any shares on top of what we just mentioned. Okay.
I mean, honestly, with the shares trading way a lot below the capital increase price, I suppose the free float is not going to take many, apparently.
So basically, the debt to equity swap is the dilution period.
Yeah, well, I cannot possibly comment on how the shares will be trading. However, you are correct. There will be dilution once the debt to equity swap is executed.
Okay. And regarding the costs, I had assumed that because of the restructuring, they're mainly your advisors. You mentioned EUR 5.5 million of costs incurred by the lenders. Is that penalty fees or their advisors, or what is that?
There is a mixture.
I mean, in relation to the debt, EUR 5.5 million is not a cappuccino, actually.
Well, yes. We have restructured, as we mentioned, about a bit more than EUR200. The lenders were very different. We had and still have, obviously, the secured bonds, well, the secured corporate bonds, those held by VBL, obviously. We have convertible bonds. We have unsecured promissory notes.
We certainly have the amortizing loans and maturity loans. The fees were a few categories. The legal fees, which varied by lender, those we unfortunately had to agree to reimburse. The fees were also for restructuring the loan itself. So there is customarily, unfortunately, also fees which the banks charge and are sometimes a substantial number because of the, well, perceived, I would say, damage due to the delay of repayment, and all of that amounted to that number. We do provide a bit more details in our notes to the financial statements, which we have published earlier today.
Okay, so is that past pain, or do you expect further similar costs for 2026 in addition to the cost of the capital increase?
No. This is pretty much in terms of restructuring itself. This is it.
With the production of the restructuring opinion, the so-called IDW S6, the FTI-Andersch has completed the bulk of the work. However, as I mentioned previously, the majority of lenders required a reporting, a regular monthly and quarterly reporting done, unfortunately, not by us, but by the restructuring expert, FTI-Andersch. So FTI-Andersch will stay on board at, obviously, much more reduced capacity and will provide the reports to the banks as stipulated in all those extension and restructuring agreements we have entered into with the banks.
Thanks. That's helpful. Can you give any rough ballpark figure how high these recurring costs will be? Will that be kind of a seven-digit figure or a high six-digit figure annually for the coming three years, or what kind of dimension can I expect from that?
Well, here is what we expect.
Until and including September 27, monthly reporting is going to be done, as I mentioned, by FTI-Andersch, as well as a quarterly reporting. Now, quarterly reporting, certainly we do quarterly reporting ourselves, so that is not terribly time-consuming on the side of FTE. The monthly reporting is a little bit different. However, and this is just an estimate based on what we already did in October, for example, between EUR 25,000 and EUR 30,000 per month.
So like EUR 300 a year, roughly, something like that?
Perhaps.
Okay. So then the large numbers are passed in. Thank you very much. Very helpful.
You're welcome. Of course.
For any further question, please press star followed by one. The next question comes from Vincent Bruyère from DPAM. Please go ahead.
Yes. Good morning. Do you hear me?
Yes.
I would like to know if you are invested in the company you are managing.
Do you have shares in the company?
I personally do not have shares in Deutsche Konsum REIT.
Okay. The second question goes about corporate governance. Could you explain if Rolf Elgeti is still in the board or not and his position and his influence?
Of course. On the 1st of April this year, annual general meeting took place. Mr. Elgeti did not provide his candidature for the nomination to the supervisory board. Therefore, he was not anymore elected to the supervisory board. Instead, and while Antje Lubitz also did not elect, was not elected to the supervisory board, instead two other people were elected to the supervisory board in the past. As to Rolf Elgeti, he does not have any official position. Obviously, he is not a member of the supervisory board. He is not a member of the management board since quite a long time.
There is no operational or any other control or relationship between the company and Mr. Rolf Elgeti, with one exception. Well, actually, with two exceptions, if I may. One is the big one, and this is the EUR 16 million of accumulated interest, which we still have as a receivable against Obotritia. I mentioned this early in the presentation. And the second, which we obviously disclose in our financial statements, is a very small business which we have with one of the companies in the Obotritia structure in terms of leasing rooftop space for the photovoltaic arrangements, which is a really small amount, EUR 2,000-EUR 3,000 a year. These are the only relations we have.
Okay. Last question goes about valuation. When do you see you are going to find the trough, the bottom of the valuation of the portfolio by appraisers?
Our valuation of our assets is done by CBRE.
Now, obviously, they're using a discounted cash flow methodology. There is a discount rate. There are market comparables. There are a number of factors which go into the valuation of real estate assets. It greatly depends on how the interest rates develop in the future, so in terms of our specific portfolio, because I cannot possibly speculate on the market developments in six months, in terms of our specific portfolio, the measures we are taking, and that is investing, improving the value of the assets. Sometimes investing is necessary to just keep the value of the assets at the current level, but also working methodically, carefully, painfully, also with our new property and asset manager, GPEP, in terms of reducing the vacancy and increasing weighted average lease terms. All that should have a positive effect on the valuation of the portfolio. I cannot possibly say where is the bottom.
Okay.
Thank you very much.
You're welcome.
Ladies and gentlemen, that was the last question. I would now like to turn the conference back over to Kyrill Turchaninov for any closing remarks.
Thank you. As I mentioned, this was a challenging financial year, and we, as the management of the company, are grateful and thankful for the support we have been receiving from the shareholders and obviously the lenders who have supported the restructuring plan. We do have quite some work ahead of us. We hope for continued support, and I thank you for your attention during this call. We will close the call now. Thank you.
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