Welcome to Borgestad's Q2 presentation. With me from the company, I have CEO Pål Feen Larsen and Head of M&A and Investor Relations, Bendik Andersen. If you would like to ask questions, please use the chat function in the webcast. With no further ado, I will hand over to Pål.
Thank you very much. Borgestad released its first- Second quarter this morning. Let's go into the highlights. In second quarter 2025, Borgestad Group delivered an adjusted result before tax of NOK 20.9 million. Agora continued its positive momentum, posting an EBITDA of NOK 12.1 million in second quarter, up from NOK 10.7 million in second quarter 2024, a really positive development for Agora Bytom. Höganäs Borgestad delivered a weaker quarter compared to the same second quarter 2024, reporting revenues of NOK 296.4 million compared to NOK 318 million last year. Adjusted EBITDA in the quarter was NOK 27.5 million, down from NOK 39.8 million last year. In the quarter, Höganäs Borgestad acquired 100% of Emcotech AB , a Sweden-based company specializing in industrial flue gas cleaning.
It's okay to mention that Emcotech was acquired the last day of the quarter, so no P&L effects for the quarter are included in the quarter. Of course, from third quarter and onwards, we'll review Emcotech included in the P&L of the group. Höganäs Borgestad refinanced its existing loan facilities with Nordea Bank, extending maturity date until June 30, 2028, on very good margins and a margin reduction of 0.8% compared to the last facility. Let's take an introduction to Borgestad. Borgestad is an industrial investment company focused on real estate and refractory, aiming to expand into niche segments in the future. Borgestad is strengthening its existing investments through operational improvements, and we want to expand into niche segments with consolidation potential. Going forward, we'll leverage on the networks and expertise of management and the board to unlock new opportunities for the company.
We are using different tools, and for Borgestad, it's important to have the right team in place. We are looking for effective use of capital. We measure everything and develop KPIs for our investments and will be active in M&A. Borgestad's portfolio today includes the shopping center Agora Bytom and the refractory company, Höganäs Borgestad, both dominant in the respective markets. Agora Bytom shopping center in Poland is the largest investment for Borgestad, accounting for over half of the balance sheet. Agora Bytom is centrally located in the Silesian region of Poland and holds a strong market position in its primary catchment area. Höganäs Borgestad is a manufacturer and supplier of quality products, refractory quality products, installations, and concept solutions that are essential for industrial high-temperature processes exceeding 1,200 degrees in various industries such as steel and cement.
Agora Bytom is owned 100% by Borgestad, and Höganäs Borgestad Group is owned 69.7% by Borgestad. Let's go into the details and start with Agora Bytom. Agora Bytom continued to deliver increased revenue and EBITDA in the quarter. We delivered margin improvements through revenue growth and cost reductions, increased EBITDA from 41.3% for full year 2024 up to 43.5% for the last 12 months end of second quarter 2025. As of June 30, occupancy based on signed leases was at 94.8%, a decrease of 0.04% since March 31. As of the date of the report, the estimated occupancy on signed leases stands at 96.6%. This is due to an active summer in relation to closing negotiations and signing new leases. Those leases will have a full effect from first quarter 2026. The shops will open during fourth quarter 2025, but will not have a full effect in that quarter.
In addition, Agora Bytom is in advanced negotiations with several tenants at the moment, and Agora estimates to close and to sign new leases in third and fourth quarter, increasing 2%, or the leases will increase 2% of the leasable area, and especially on + two level will be potentially improving during third and fourth quarter. We have guided that at the end of the year, Agora Bytom will probably have an occupancy rate above 97% going out of the year. Agora Bytom has over a recent period shown good development in increasing the occupancy rate and has now nearly fully leased out the center. With this strong occupancy as a foundation, the focus is shifting towards renegotiating or replacing lower leases to increase the actual rent per sq m per month. At the same time, we'll continue to increase the center's commercial attractiveness.
A combination of high occupancy, improved rent levels, and increased attractiveness is critical for any potential value increase going forward. The Polish economy is developing good, and this is also reviewed in the consumer confidence within Poland. It's also worth mentioning that Poland's reference interest rate was decreased to 5% as of July 2025. Agora Bytom has a diverse tenant base and a healthy weighted average unexpired lease term, ensuring low contract duration risk. As you see in this slide, Agora has a highly diverse tenant base, and top 10 tenants only contribute to 43% of leasable area. This is an okay level and a low risk compared to the big leases. Contract duration is spread over time, and renewal risk is low. With 5% due in 2025 and 8% of leases due in 2026, it's a comfortable level and a low end of normal years related to contract renewals.
We are comfortable with the total situation for Agora Bytom. Let's move on to Höganäs Borgestad, and Bendik, you will take it from there.
Thank you, Pål. Let me start with the Q2 figures before moving on to how we see the remainder of the year and also 2026. I will also provide an update on the previously announced sale lease back agreement in view. Finally, I will also provide some insights into our latest acquisition of Emcotech AB in Sweden, announced in June. Looking at the second quarter figures, revenues declined by 7% in this year's second quarter compared to the same period last year, and our adjusted EBIT came in at NOK 21.8 million, down from NOK 33.3 million in the same quarter last year. This decline reflects both a general slowdown in the refractory markets, where we experience both a higher degree of price sensitivity and also some projects being postponed until later in the year or even next, even 2026 or 2027.
We are, however, also experiencing some loss of market share in the Swedish markets, which we are working actively to turn in the coming quarters. On the regional level, Norway and Finland continue to deliver strong results despite having less project activity, with both subsidiaries delivering rolling 12 EBIT margins above 10%. While in Sweden, we are, as I said, still facing challenges with a high cost base and loss of market share. All of our three Swedish subsidiaries are having a rolling 12 EBIT margin of about 2.5%. To address these challenges in Sweden, we have implemented cost-cutting measures, which will take effect from September. In addition, we are appointing new Managing Directors internally for both our production and installation companies in Sweden, also taking effect September 1.
The current Managing Directors will transition into new roles as Sales Director, being fully responsible for the sales in Sweden, and Director of Strategy and Business Development. We strongly believe that this will contribute positively going forward. As we have highlighted in the previous presentation, the Nordic refractory market is highly seasonal, with generally low activity during Q1 and also Q4, primarily due to cold weather. Activity typically picks up during Q2 and peaks in Q3 when a lot of our customers perform plans and maintenance during or after the summer holiday. After a weak first quarter this year, the activity picked up in the second quarter as expected, although it came in below our midterm targets. For the quarter, we delivered an adjusted EBITDA margin of 7.4%.
I want to highlight that in general, we are not in favor of reporting adjusted figures, but in this case, we are adjusting for layoff compensations as part of the cost-cutting program in Sweden. We are also adjusting for a write-off of our ERP system in the Swedish installation company. It will not have any cash effects, and that's why we are also reporting adjusted figures to report on what's our core business. If you look at our trailing 12 months performance, the second quarter pulled our rolling 12 EBIT margin down from 6.7% after Q1 this year to 5.8% as of Q2. With this weak first half, we do not expect to exceed last year's performance of 7.5% for the full year, but we do expect a stronger second half and that we will continue a positive development through 2026.
Of course, it's natural to ask whether this weaker first half is a sign of a lasting downturn or a slowdown. I would say in the short term, it's a sign of a slowdown in the markets, but history has shown that the refractory market is rather resilient and that following slowdown periods, we often see a catch-up effect. Maintenance has to be done even if production is being reduced, and that's why we expect the activity to pick up in the next quarters. With the organizational changes made now in Sweden with effect from September, we strongly believe that we will be able to increase our sales in the second half and also through 2026. By also maintaining a strict cost control, we expect that we should be able to reach our midterm EBIT target of 10%.
At the end of 2023, we announced that an agreement had been signed to sell two of our properties, both in Bjuv, to the Bjuv municipality with the possibility to lease them back for up to five years, after which our production in Bjuv will need to be relocated. After the announcement, a private citizen submitted a complaint stating that the price was too high. In March this year, the administrative court in Malmö reviewed the case and decided not to approve the transaction, referring to a lack of sufficient documentation supporting the price agreed between Höganäs Borgestad and Bjuv municipality. The municipality subsequently appealed this decision, submitting further supporting documentation. In June, the court confirmed that the appeal will be taken up for review based on this new documentation.
It's also stated that the case is likely to take nine to ten months to process, meaning that we should expect a decision either by the end of 2025 or early 2026. From our perspective, we still expect the transaction to be completed, but we will, of course, post any updates on the stock exchange. Finally, a brief summary of our latest acquisition, which was announced just before the summer when we acquired Emcotech AB, a small Swedish service company within industrial flue gas cleaning, serving both some of our existing refractory customers and also potential customers. In 2024, Emcotech reported revenues of SEK 45.4 million and an EBITDA of SEK 6.4 million, primarily serving customers within pulp and paper and also the steel industry. With this acquisition, we strengthen our offering on industrial flue gas cleaning, which is increasingly important for many of our customers.
We also expect synergies, especially within sales between Emcotech and our refractory business, especially within Sweden. The purchase price amounted to SEK 10.5 million at closing, with an additional performance-based earn-out of up to SEK 10 million. Financing was secured through loan agreements with Nordea, including a SEK 9 million second mortgage loan and a SEK 10 million second overdraft facility to account for seasonal fluctuations in operational working capital. We strongly believe that this acquisition will be a fruitful acquisition, both financially and also operationally for the group. We look forward to integrating Emcotech and the whole team into the group.
Thank you. Let's go into the financials, some for the group. Borgestad has decreased in revenue in the second quarter by 6.5% compared to the same quarter in 2024 due to a decrease in Höganäs Borgestad activity, as Bendik has already mentioned. It's a profit decline in the second quarter compared to the same period, 2024, driven by lower revenue in Höganäs Borgestad. I would like to point out that Agora Bytom is increasing the profit. Negative effects from financial items due to increased costs of hedging for Agora Bytom. First half last year, we had the old hedging, while in the second half of 2024, the new hedging was entered, and that is affecting the first half of 2025. Adjusted profit before tax at NOK 20.9 million for the quarter, a bit weaker than last year. Working capital increased ahead of a high season.
Mortgage debt in Höganäs Borgestad was refinanced during the second quarter on better terms. If you look into the details of the balance sheet, our investment property Agora Bytom increased in NOK due to a weaker NOK compared to Euro this year. Working capital increased to NOK 321.1 million compared to NOK 312.5 million end of Q2 2024, mainly due to increased inventory. Total interest-bearing debt stood at NOK 508.6 million end of second quarter 2025, with net interest-bearing debt at NOK 391.6 million. Mortgage debt in Höganäs Borgestad was refinanced in the quarter with a 0.8% margin improvement. New due date is end of June 2028. For the financing in Nordea Bank connected with Agora Bytom, the due date is 31st of December 2028, and total debt stands at EUR 28.9 million at the end of second quarter 2025.
In the quarter, total dividend of NOK 34.6 million was distributed to shareholders of Borgestad and minority shareholders of Höganäs Borgestad, which impacts, of course, the equity and equity ratio compared to the end of 2024, and of course, decreases the cash situation as well when you compare to the end of 2024 and the same period last year. The property in Bjuv remains classified as held for sale pending expected court decision as outlined by Bendik. If you look at cash flow, the group's year-to-date cash flow from operating activities was negative with NOK 92.7 million compared to NOK -13.6 million in 2024. The material change is due to a shift in inflow from high-season activity within Höganäs Borgestad. For 2023 high season, the liquidity inflow was mainly in first quarter 2024, while due to more timely invoicing during 2024, the inflow was received in fourth quarter 2024.
This is, of course, affecting the comparison figures, and we expect that the inflow from the high season will come in the fourth quarter this year as well, meaning that we expect a positive net cash flow from operating activities going forward in the second half. As Bendik elaborated, in the second quarter, the group closed the acquisition of the shares of Emcotech , influencing the net cash flow from investing activities within the quarter. Cash flow from financing activities was positive with NOK 14.7 million year-to-date compared to NOK +4.9 million last year. The group has in the second quarter distributed dividend as mentioned, and this is affecting the financial activities. Available liquidity as of June 30, 2025 was NOK 126.9 million, which includes NOK 24 million of undrawn credit facilities, a comfortable level when we have entered the high season within Höganäs Borgestad.
When you look at outlooks and priorities, Höganäs Borgestad remains focused on operational improvements, capital efficiency, and cash flow gains in 2025. As Bendik communicated, we are positive for the second half of 2025. Revenue and EBITDA for Agora Bytom are expected to increase slightly in the years ahead with the impact of cost cutting and increased occupancy rates. The last year has been really good on increased occupancy rates, and we expect also that to be seen going forward. Focus is shifting towards renegotiating or replacing lower leases to increase the actual rent per sq m per month to increase the total rent from the property. Borgestad will continuously review strategic M&A opportunities and other liquidity events for Agora Bytom while exploring add-on acquisitions for further strengthening Höganäs Borgestad's position in the Nordic refractory market. Thank you.
Let's move on to the Q&A. I would like to remind everyone listening in, they can still ask questions using the Q&A function. I guess you touched on many of the questions here, but I will still read them out, and then you can fill in if there's anything you would like to add. Regarding the acquisition of Emcotech , what is the strategic rationale, and what kind of synergies do you expect in the short term and the long term?
The strategic rationale is, I would say, twofold. First of all, many of our customers demand better flue gas cleaning in general, and they also request a broader offer from us as a supplier. With this acquisition, we are able not only to provide refractory services, but also flue gas cleaning as many of these projects are run in parallel. When a refractory is paused and we are performing refractory services, that's also when the flue gas cleaning is serviced. That's one part. The other part is that we see that although we do have many of the same customers, Emcotech also has customers which are some of our potential targets on the refractory side. We see Emcotech as a potential door opener for our refractory business and vice versa. That's the strategic rationale.
Financially, we believe that with the agreed terms, this should be a favorable acquisition given that we succeed with the integration of Emcotech into the group.
Thank you. Along the M&A lines, do you see further M&A opportunities along the same value chain?
I would say that we are not focused at the moment on M&A within Höganäs Borgestad too much. We are optimistic, but our main focus is to improve our existing business. If opportunities appear, which we see favorable, we will, of course, consider it. Our main focus is now to improve our existing business.
Yeah, thank you. Moving on to two questions regarding Agora Bytom. Agora continues to perform well. What is driving the growth, and how do you view the Polish shopping center market going forward?
What is driving the growth is both increase in revenues due to the increased occupancy, but also the cost cutting implemented the first half of 2024 that we are, of course, having a full effect now in 2025. The focus in Agora Bytom by management is good. We have now a good pattern going forward and good momentum on new leases, I would say. We are optimistic for that part. Yeah.
Perfect. We have one last question. If you don't receive any in the last minute here, what can we expect or when can we expect an exit in Agora?
Yeah, and of course, that is also referring to the second half of your last question. Exit of Agora, I would say that from an operational perspective, the center is ready for an exit, but the Polish property market and especially the shopping center market is not there yet to start an exit process. We are following it closely. As mentioned in the last presentations, in the past, it has been, or end of 2024, it was a couple of interesting transactions for prime shopping centers in Poland. That is hopefully the start of the prime transactions, but it will take some time before I think we'll see secondary cities to be involved in that transaction journey.
Thank you so much. That concludes today's presentation. Thank you, Pål, and thank you, Bendik. Thank you to everyone who was listening in.