Annual Report • Feb 8, 2019
Annual Report
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Storm Real Estate ASA Interim report January – December 201 8
Storm Real Estate ASA's business strategy is to acquire and manage real estate. The strategy includes equities and high yield investments.
| All numbers in mill. USD | Unaudited 12M 2018 |
Audited 12M 2017 |
|---|---|---|
| Total Comprehensive Income | -7.3 | -4.2 |
Summary of the largest major items:
| NOI from investment property | +0.2 | +1.8 |
|---|---|---|
| Value change investment property | -5.3 | -4.5 |
| Other operating expenses | -1.3 | -1.0 |
| Borrowing costs | -1.8 | -1.9 |
| Currency gain / loss | -0.1 | -0.0 |
| Value change on contract- and interest derivatives | +0.5 | +0.6 |
| Taxes | +0.1 | +0.5 |
| Return ratios | Return on Equity (1) |
Total Shareholder Return (2) |
|---|---|---|
| Last 1 year | -73.4% | -32.5% |
| Last 3 years (annualised) | -36.2% | -48.0% |
| Last 5 years (annualised) | -32.4% | -31.4% |
(1) Return on Equity = Total Comprehensive Income (IFRS) for the period / brought forward equity (IFRS) for start of the period, annualised.
(2) Total Shareholder Return = Movement in share price, dividend adjusted, annualised using XIRR formula. Calculated using historical share prices as adjusted by Oslo Stock Exchange post rights offering in June 2017.
These return rations are Alternative Performance Measures, and are presented in accordance with ESMA's "Guidelines on Alternative Performance Measures" from 2015. These are reliably measured and the company considers these relevant, because different stakeholders might consider different NAV per share in NOK and Total Shareholder Return relevant alternative performance measures.
(all following numbers are in USD)
In accordance with international accounting standards (IFRS) the movement in value of investment property are split over two separate posts, explained by the following: Our Russian subsidiary which owns the building uses Russian rubles as functional currency. According to IFRS, only the part of the fair value adjustment which can be attributed to RUB is presented over the Income Statement. The effect of currency exchange movements between RUB and USD is presented as Other Comprehensive Income and is included in term Total Comprehensive Income. We see Total Comprehensive Income as the most relevant profit measure for the group. In every quarter we present an explanatory statement of the fair value adjustment:
| Change in value, million USD | 12M 2018 | 12M 2017 |
|---|---|---|
| Over income statement | -0,9 | -5.4 |
| Translation difference over Other Comprehensive Income |
-4.4 | +1.0 |
| Sum value adjustments properties | -5.3 | -4.4 |
The company's risk is considered very high. The situation in Russia is demanding.
The combination of transformation from USD income to ruble income, loan in USD, weakening of the ruble and increase in vacancy in the office rental market in Moscow, has led to a dramatic decrease of rental income from the Gasfield building since its peak in 2013. As a result, the group is loss-making given the current financing, and is reliant on a positive outcome from the negotiation between the company, the bank and other relevant stakeholders in order to survive. Due to this, there is a significant uncertainty related to the going concern assumption, see also note 2 below.
For further business risks than described above, please refer to the company's annual report for 2017.
Oslo, 7 February 2019,
The Board of Directors, Storm Real Estate ASA
Page 5 of 18
Sources market information Russia: Cushman & Wakefield, Trading Economics, Ministry of Economic Development, Oxford Economics
Page 5 of 18
| Unaudited | Unaudited | Unaudited | Audited | ||
|---|---|---|---|---|---|
| All numbers in 000 USD | Note | H2 2018 | H2 2017 | 12m 2018 | 2017 |
| Continuing operations: | |||||
| Rental income | 3 | 901 | 394 | 1,581 | 3,034 |
| Total Income | 901 | 394 | 1,581 | 3,034 | |
| Property related Expenses | 3 | -709 | -696 | -1,335 | -1,242 |
| Personnel Expenses | -130 | -130 | -282 | -251 | |
| Other Operational Expenses | -467 | -370 | -969 | -749 | |
| Total Operational Expenses | -1,306 | -1,196 | -2,586 | -2,242 | |
| Operating Profit (Loss) Before Fair Value Adjustments | -405 | -802 | -1,005 | 792 | |
| Fair Value Adjustments on Investment Property | 3 | 2,567 | -1,252 | -904 | -5,398 |
| Total Operating Profit (Loss) | 2,162 | -2,054 | -1,909 | -4,606 | |
| Finance Revenues | 5 | 42 | 471 | 605 | 575 |
| Finance Expenses | 5 | -857 | -944 | -1,802 | -1,999 |
| Currency Exchange Gains (Losses) | 5 | -54 | 38 | -62 | 29 |
| Net Financial Gains (Losses) | -868 | -435 | -1,259 | -1,395 | |
| Earnings before Tax (EBT) | 1,294 | -2,489 | -3,168 | -6,001 | |
| Income Tax Expenses | 7 | 577 | 47 | -122 | -477 |
| Profit (loss), attributable to owners of parent | 717 | -2,536 | -3,046 | -5,524 | |
| Profit (loss), attributable to non-controlling interests | 0 | 0 | 0 | 0 | |
| Other Comprehensive Income: | |||||
| Items that are reclassified from Equity to earnings in subsequent periods: | |||||
| Translation differences | -2,344 | 645 | -4,287 | 1,370 | |
| Sum other income and expenses after tax | -2,344 | 645 | -4,287 | 1,370 | |
| Comprehensive income, attributable to owners of parent | -1,627 | -1,891 | -7,334 | -4,154 | |
| Comprehensive income, attributable to non-controlling interests | 0 | 0 | 0 | 0 | |
| Earnings per share (EPS), attributable to owners of parent | |||||
| Weighted average number of shares | 88,345,623 | 88,345,623 | 88,345,623 | 54,208,637 | |
| Basic and Diluted earnings per share (USD) | 0.01 | -0.03 | -0.03 | -0.10 | |
| Basic and Diluted Total Comprehensive Income per share (USD) | -0.02 | -0.02 | -0.08 | -0.08 |
| Unaudited | Audited 31.12.2017 |
|||
|---|---|---|---|---|
| All numbers in 000 USD | Note | 31.12.2018 | ||
| Investment Property | 3 | 21,419 | 26,760 | |
| Financial Investments | 4 | 0 | 0 | |
| Deferred tax asset | 0 | 0 | ||
| PP&E | 5 | 10 | ||
| Sum Fixed Assets | 21,424 | 26,770 | ||
| Financial investments | 4 | 0 | 0 | |
| Pre-paid income tax | 208 | 352 | ||
| Other Receivables | 10 | 144 | 265 | |
| Cash and Cash Equivalents | 4 | 500 | 2,247 | |
| Total Current Assets | 852 | 2,865 | ||
| Total Assets | 22,277 | 29,634 | ||
| Share Capital | 405 | 4,575 | ||
| Share Premium | 25,206 | 21,036 | ||
| Other Paid-in Equity | 56,599 | 56,605 | ||
| Total Paid-in Equity | 82,210 | 82,216 | ||
| Other equity | -79,573 | -72,222 | ||
| Total other equity | -79,573 | -72,222 | ||
| Total Equity | 2,637 | 9,994 | ||
| Loans From Credit Institutions | 4 | 0 | 17,836 | |
| Deferred Tax Liabilities | 112 | 284 | ||
| Financial Derivative Liabilities | 4 | 0 | 528 | |
| Other Long-term Liabilities | 266 | 287 | ||
| Total non-current liabilities | 378 | 18,936 | ||
| Trade Payables | 53 | 37 | ||
| Loans from Credit Institutions | 4 | 18,678 | 300 | |
| Other Current liabilities | 9 | 530 | 367 | |
| Total Current liabilities | 19,261 | 705 | ||
| Total Liabilities | 19,639 | 19,640 | ||
| Total Equity and Liabilities | 22,277 | 29,634 |
| All numbers in 000 USD | Unaudited 12M 2018 |
Audited 2017 |
|---|---|---|
| Earnings before Tax | -3,168 | -6,001 |
| Adjusted for: | ||
| Depreciations | 3 | 4 |
| Value Adjustments on Investment Property | 904 | 5,398 |
| Financial Income | -77 | -97 |
| Financial Expenses | 1,273 | 1,522 |
| Net Currency Gains | 130 | -7 |
| Cash Flow Before Changes in Working Capital | -935 | 818 |
| Changes in Working Capital: | ||
| Trade Receivables and Other Receivables | 283 | 208 |
| Trade Payables and Other Payables | 185 | -1,005 |
| Paid Taxes | -40 | -461 |
| Net Cash Flow From Operating Activities | -507 | -440 |
| Outflows from Investments in Financial Securities | 0 | 0 |
| Inflows from Investments in Financial Securities | 0 | 0 |
| Sale of subsidiary, net of cash | 0 | 0 |
| Inflows from sale of fixed assets | 2 | |
| Interest Received | 118 | 79 |
| Net Cash Flow From Investment Activities | 120 | 79 |
| Share issue, payments/costs | -6 | 3,181 |
| Repayments of Loans | 0 | -3,000 |
| Interest Paid | -1,267 | -1,932 |
| Net Cash flow From Financing Activities | -1,273 | -1,751 |
| Net Change in Cash and Cash Equivalents | -1,661 | -2,111 |
| Carried Forward Cash and Cash Equivalents | 2,247 | 4,371 |
| FX movements on opening balance | -86 | -12 |
| Cash and Cash Equivalents on Closing Date | 500 | 2,247 |
| Of which restricted Cash and Cash Equivalents | 238 | 237 |
| Paid-in Equity | Other Equity | |||||
|---|---|---|---|---|---|---|
| All numbers in 000 USD | Share Capital |
Share Premium |
Other Paid-in Equity |
Retained Earnings |
Translation Differences on Foreign Operations |
Total Equity |
| 1 January 2017 | 1,236 | 21,036 | 56,763 | 5,220 | -73,288 | 10,966 |
| Profit (Loss) for the Period | -5,524 | -5,524 | ||||
| Other Comprehensive Income | 1,370 | 1,370 | ||||
| Sum | 0 | 0 | 0 | -5,524 | 1,370 | -4,154 |
| Share issue | 3,339 | -158 | 3,181 | |||
| Sum other capital changes | 3,339 | 0 | -158 | 0 | 0 | 3,181 |
| 31 December 2017 (unaudited) | 4,575 | 21,036 | 56,605 | -304 | -71,918 | 9,994 |
| Share Premium |
Other Paid-in Equity |
Retained Earnings |
Translation Differences on Foreign |
Total |
|---|---|---|---|---|
| Operations | Equity | |||
| 21,036 | 56,605 | -304 | -71,918 | 9,994 |
| 4,170 | 0 | |||
| -18 | -18 | |||
| -6 | -6 | |||
| -3,046 | -3,046 | |||
| -4,287 | -4,287 | |||
| 4,170 | -6 | -3,064 | -4,287 | -7,357 |
| 4,575 -4,170 -4,170 |
| 31 December 2018 (unaudited) | 405 | 25,206 | 56,599 | -3,368 | -76,205 | 2,637 | |
|---|---|---|---|---|---|---|---|
| -- | ------------------------------ | ----- | -------- | -------- | -------- | --------- | ------- |
Storm Real Estate ASA is a public limited liability company domiciled in Norway. The company is listed on Oslo Stock Exchange. The principal activity of the company is investment in yielding properties in Russia and the EEA.
The interim financial statements for the period ending 31 December 2018 are prepared in accordance with IAS 34. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual financial statement of 2017. The interim financial statements are unaudited. The interim financial statement was approved by the Board of Directors on 7 February 2019.
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for 2017. Two new IFRS standards have been implemented for periods beginning on or after 1 January 2018: IFRS (15 Revenue from Contracts with Customers) and IFRS 9 (Financial Instruments). These amendments have not had any material impact on the group's financial statements for 2018. All notes are in '000 USD, except where otherwise indicated.
The interim reporting is prepared under the assumption of going concern, on the basis that no concrete decision to liquidate the company has been made. However, a liquidation can be forced by the bank within a short period of time, if the company does not reach an agreement with the bank on the long-term financing of the company.
Loans from credit institutions as at 31 December amounts to USD 18 678 282, divided on the principal amount of USD 18 142 85 and accumulated interests of USD 535 432. The interest is set to LIBOR plus a margin of 6%. There are no longer any interest swap agreements.
As at 31 December the group had a deposit of cash and cash equivalents of USD 500 006, of which restricted cash and cash equivalents amounts to USD 238 266. Thus, the company is not able to fulfil its debts obligations given the current situation.
However, given that the company succeeds in its cost cutting program and manage to restructure the company's financing, the board believe the Group can become cash flow positive. And therefore, financial statements are prepared under the going concern assumption. But there is significant uncertain due to the above-mentioned situation.
| 31.12.2018 31.12.2017 | ||
|---|---|---|
| Value as valued by an independent valuer: | ||
| As at 1 January | 26,580 | 30,500 |
| Value Adjustment Investment * | -5,280 | -3,920 |
| Value per Closing | 21,300 | 26,580 |
| Other assets regognised as part of Investment Property: | ||
| As at 1 January | 180 | 715 |
| Changes in carrying value of land plot lease agreements ** | -61 | -6 |
| Changes in embedded derivatives contract *** | 0 | -529 |
| Value per Closing | 119 | 180 |
| Carrying value 01.01 | 26,760 | 31,215 |
| Carrying value per Closing date | 21,419 | 26,760 |
| * The functional currency of the Russian subsidiaries including the buildings in Russian Ruble | ||
| The fair value changes has two elements: | ||
| - Changes in the local functional currency (RUB) are presented in the income statement | ||
| - Translation differences in the Group presentation currency (USD) are not allowed in the | ||
| income statement, and are presented in the statement of comprehensive income. | ||
| The two effects are presented separately below: | ||
| 12M 2018 | 12M 2017 | |
| Change in RUB over Income Statement | -904 | -5,398 |
| Translation Differences over Comprehensive Income | -4,437 | 943 |
| Net Change in Fair Value | -5,341 | -4,455 |
| NOI from Properties | 12M 2018 | 12M 2017 |
| Rental Income | 1,581 | 3,034 |
| Direct Property Related Expenses | -1,335 | -1,242 |
| NOI from Properties | 246 | 1,792 |
** The Company has capitalised land plot lease agreements in accordance with IAS 40 Investment Property and IAS 17 Leases.
| Variables for Independent Valuations | 31.12.2018 31.12.2017 | |
|---|---|---|
| Discount Rate | 14.00% | 14.50% |
| Yield (cap. rate) | 10.00% | 10.50% |
| Market rates, RUB/sq.m (net of VAT and op.ex), main office areas | 16,000 | 18,000 |
The investment property is valued accordin to Level 3 of the fair value analysis (see note 4).
| Other Financial Assets and Liabilities | 31.12.2018 | 31.12.2017 |
|---|---|---|
| Cash and Cash Equivalents | 500 | 2,247 |
| Interest Rate Swaps | 0 | -528 |
| Bank Loan | -18,678 | -18,136 |
| Land plot lease agreements | -119 | -180 |
| Net Financial Assets and Liabilities | -18,297 | -16,597 |
The company's lender has in H2 2018 granted amended terms to the company's loan agreement.
The amended terms include
The purpose of these amended terms is to give the company and the bank time to negotiate a long-term financing solution for the company.
The table below shows an analysis of fair values of financial instruments in the Statement of Financial Position, grouped by level in the fair value hierarchy. Storm Real Estate ASA terminated all interest swap agreements in 2018.
Level 1 - Quoted prices in active markets that the entity can access at the measurement date.
Level 2 – Use of a model with inputs other than level 1 that are directly or indirectly observable market data.
Level 3 - Use of a model with inputs that are not based on observable market data.
| Financial liabilities measured at fair value | Level 1 | Level 2 | Level 3 | Sum |
|---|---|---|---|---|
| Interest rate swaps | 0 | 0 | ||
| Land plot lease agreements | 119 | 119 | ||
| Sum financial liabilities measured at fair value | 119 | 0 | 0 | 119 |
Set out below is a comparison by class of the carrying amounts and fair value of the Group's financial
instruments that are carried in the financial statements.
| Carrying amount | Fair value | ||||
|---|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | ||
| Financial assets | |||||
| Accounts receivable | 28 | 37 | 28 | 37 | |
| Other receivables | 109 | 228 | 109 | 228 | |
| Cash and cash equivalents | 500 | 2,247 | 500 | 2,247 | |
| Sum | 638 | 2,512 | 638 | 2,512 | |
| Financial liabilities | |||||
| Interest-bearing loans and borrowings | 18,678 | 18,136 | 18,678 | 18,143 | |
| Trade liabilities | 53 | 37 | 53 | 37 | |
| Interest rate swaps | 0 | 528 | 0 | 528 | |
| Land plot lease agreements | 119 | 180 | 119 | 180 | |
| Other current liabilities | 530 | 367 | 530 | 367 | |
| Sum | 19,380 | 19,249 | 19,380 | 19,256 |
In the case of a forced sale of the Gasfield building within a short period of time, the board belive that the bank will not recover the total amount of the debt.
| Finance income and costs: | ||
|---|---|---|
| 12M 2018 | 12M 2017 | |
| Currency | ||
| Currency Gain | 97 | 47 |
| Currency Loss | -160 | -19 |
| Net Currency Gain (Loss) | -62 | 29 |
| Finance Revenues | ||
| Interest Revenue | 96 | 76 |
| Fair Value Adjustment, Financial Investments | 0 | 0 |
| Fair Value Adjustment, Derivatives | 528 | 478 |
| Dividend income, Financial Investments | 0 | 0 |
| Other Financial Revenues | 22 | 21 |
| Sum | 646 | 575 |
| Finance Costs | ||
| Interest Costs | -1,802 | -1,942 |
| Fair Value Adjustment, Derivatives | 0 | 0 |
| Fair Value Adjustment, Financial Investments | 0 | 0 |
| Other Finance expenses | -41 | -57 |
| Sum | -1,843 | -1,999 |
| Net Finance Gains (Losses) | -1,259 | -1,395 |
The list is as per the shareholders registered in VPS as 31.12.2018: The company's web site www.stormrealestate.no shows an updated top 20 list.
| Shareholder | Type * | Country | Shares | % |
|---|---|---|---|---|
| ACONCAGUA MANAGEMENT LTD | Luxembourg | 23,880,399 | 27.03% | |
| JPMorgan Chase Bank, N.A., London | Nominee | UK | 22,127,626 | 25.05% |
| J.P. Morgan Bank Luxembourg S.A. | Nominee | UK | 6,375,172 | 7.22% |
| BANAN II AS | Norway | 2,895,281 | 3.28% | |
| PACTUM AS | Norway | 2,791,494 | 3.16% | |
| AUBERT VEKST AS | Norway | 2,495,907 | 2.83% | |
| J.P. Morgan Bank Luxembourg S.A. | Nominee | UK | 2,129,779 | 2.41% |
| ØSTLANDSKE PENSJONISTBOLIGER AS | Norway | 1,452,635 | 1.64% | |
| ØRN NORDEN AS | Norway | 1,082,286 | 1.23% | |
| HYGGEN | Norway | 931,250 | 1.05% | |
| SAMSØ AS | Norway | 891,690 | 1.01% | |
| MOTOR-TRADE EIENDOM OG FINANS AS | Norway | 866,811 | 0.98% | |
| ALBION HOLDING AS | Norway | 747,625 | 0.85% | |
| Svenska Handelsbanken AB | Nominee | Norway | 722,343 | 0.82% |
| LANGBERG | Norway | 700,000 | 0.79% | |
| TDL AS | Norway | 476,250 | 0.54% | |
| FINANSFORBUNDET | Norway | 416,650 | 0.47% | |
| IFG HOLDING AS | Norway | 415,000 | 0.47% | |
| BLAKSTAD MASKIN AS | Norway | 338,162 | 0.38% | |
| LKG EIENDOM AS | Norway | 303,911 | 0.34% | |
| SUM 20 LARGEST | 72,040,271 | 81.54% | ||
| OTHER SHAREHOLDERS | 16,305,352 | 18.46% | ||
| SUM | 88,345,623 | 100.00% |
* NOM = Nominee Accounts; foreign institutions holding shares on behalf of clients.
| Shares controlled by board members: | Shares | % | |
|---|---|---|---|
| Morten E. Astrup | via Aconcagua Management Ltd and Ørn Norden AS | 24,962,685 | 28.3 % |
| Kim Mikkelsen | via Strategic Investments A/S | 22,127,626 | 25.0 % |
| Stein Aukner | via Banan II AS and Aukner Holding AS | 3,047,235 | 3.4 % |
| Sum | 50,137,546 | 56.8 % |
| Tax Expense for period | 12M 2018 | 12M 2017 |
|---|---|---|
| Current Tax | -6 | 142 |
| Deferred Tax | -116 | -619 |
| Total Tax Expense for Period | -122 | -477 |
| 12M 2018 | 12M 2017 | |
|---|---|---|
| Storm Capital Management Ltd. | 377 | 394 |
| Sum | 377 | 394 |
| 31.12.2018 | 31.12.2017 | |
|---|---|---|
| Taxes and duties due | 173 | 56 |
| Advance rents paid by tenants | 225 | 183 |
| Other | 132 | 128 |
| Sum | 530 | 367 |
| 31.12.2018 | 31.12.2017 | |
|---|---|---|
| Taxes and Duties receivable | 69 | 50 |
| Other Current receivables | 68 | 215 |
| Sum | 137 | 265 |
We confirm that the financial statement for the period 1 January to 31 December 2018 to the best of our knowledge, is prepared in accordance with lAS 34 Interim Report and that the above report give a true and fair view of the Group's and Company's assets, liabilities, financial position and result of operations.
The Interim report gives, to the best of our knowledge, a fair overview of important events during the accounting period and their impact on the financial statements and a summary of significant transactions with related parties.
We confirm that, to the best of our knowledge, the interim report includes a fair review of the information mentioned in the Securities Trading Act section §5-6, fourth paragraph.
Oslo, 7 February 2019
The Board and general manager in Storm Real Estate ASA,
Stein Aukner Chairman
Morten E. Astrup Board member
Nini H. Nergaard Board member
Kim Mikkelsen Board member Anna M Aanensen Board member
Kristoffer Holmen Interim General Manager
Storm Real Estate ASA c/o Storm Capital Management Ltd. Berger House, 36-38 Berkeley Square London W1J 5AE United Kingdom
Tel: +44 207 409 33 78 Fax: +44 207 491 3464
www.stormrealestate.no
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