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RomReal Ltd.

Quarterly Report Feb 22, 2018

8160_10-k_2018-02-22_b078fda9-cccb-4d72-bfd1-499fdcb8f283.pdf

Quarterly Report

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Q4

RomReal Limited Fourth Quarter 2017 Report 23 February 2018

RomReal is a Company focusing on the Romanian Real Estate market. Established in 2005 it owns premium properties in Constanta and Bucharest.

Highlights Fourth Quarter 2017

Net Asset Value (NAV)

• Net Asset value was EUR 0.48 (NOK 4.72) per share, 8 per cent increase from 3rd quarter 2017. The year-end 2017 valuation was concluded by Knight Frank 15 February 2018.

Operational highlights

  • Carrefour plot (No. 8 on the list): presale agreement signed in July 2017 for a total price of EUR 65,000 of which EUR 26,000 received. The remaining amount EUR 39,000 is due 26 February 2018.
  • Hospital plot (No. 9 on the list): The Urbanization Certificates referring to the main building characteristics of the plot as well as that for the demolition of the old buildings, currently on the plot, have been obtained from the City Hall. The prime Bucharest plot is for sale.
  • Un-zoned land, 864,534 m2 (No. 10 on the list): On 26 January 2018, a Pre-sale agreement entered for a total price of EUR 625,060 (vs EUR 389,000 as per independent valuation). The transaction is being closed in tranches and as of today EUR 495,000 remain to be collected with last payment on 1 June 2018.
  • All five properties sold over the last twelve months have achieved prices at or well above IFRS value.
  • In order to simplify and optimize the Romanian sub-holding structure, a number of merger processes of the Romanian subsidiaries is under way.

Financial Results

  • Net Result for the quarter was EUR 1,063,000 compared to EUR 14,000 in 4Q 2016. Operating cash flow for Q4 2017 was EUR 105,000 compared to EUR 418,000 in the same quarter last year.
  • By year-end, the Company has a cash position of EUR 3.5 million plus a total of EUR 999,000 in outstanding payments related to binding sales agreements, totalling at about EUR 4.4 million or about EUR 0.11 per share. By 17 February 2018, outstanding agreed cash is according to payment schedule reduced to about EUR 826,000.

Macro and real estate market highlights

  • The Romanian economy grew by 7 percent of GDP in 2017, marking the biggest growth since 2008, according to flash estimates of the National Institute of Statistics.
  • On the 17 January 2018 Mrs Viorica Dancila was appointed as Prime Minister of a new administration, making the 54-year old the country's first female Prime Minister.
  • According to the online real estate platform immobiliare.ro, asking prices in Romania were up by 10.2% in in the last twelve months from a national average of EUR 1,064/sqm to EUR 1,172 /sqm. Prices in Constanta have reached in January 2018 EUR 1,091 /sqm, a 10.3% increase year on year.

Key Financial Figures

EUR '000 Q4 2017 Q4 2016 YTD 2017 YTD 2016
Operating Revenue 36 58 11,703 508
Operating Expenses 22 131 (1,207) (515)
Other operating income/
(expense), net
2,002 2,962 (9,184) 2,282
Net financial income/(cost) (699) (1,361) (1,392) (632)
Pre-tax result 1,362 1,790 (80) 1,644
Result for the period 1,062 14 (385) (214)
Total assets 27,451 32,205 27,451 32,205
Total liabilities 7,635 14,168 7,635 14,168
Total equity 19,816 18,036 19,816 18,036
Equity % 72.0% 56.0% 72.0% 56.0%
NAV per share (EUR) 0.48 0.44 0.48 0.44
Cash position 3,505 707 3,505 707

Movement in Net Asset Value

The Net Asset Value (NAV) increased to EUR 19,816,000 at the end of Q4 2017 compared to EUR 18,342,000 at the end of Q3 2017.

Asset base Q4 2017
Q3 2017
EUR '000 EUR/ NOK/share EUR '000 EUR/ share NOK/share
share
Investment 11,103 0.34 3.36 13,509 0.34 3.11
property
Assets held for 6,592 0.16 1.57 5,297 0.13 1.17
sale
Inventories 2,667 0.06 0.63 2,525 0.06 0.56
Cash 3,505 0.08 0.83 3,401 0.06 0.56
Other (7,051) (0.17) (1.68) (6,390) (0.15) (1.33)
assets/(liabilities)
Net asset value 19,816 18,342
NAV/Share 0.48 4.72 0.44 4.08
Change in NAV +8.0% -0.2%

The average number shares used in the NAV calculation above is 41,367,783 shares and unchanged from Q3 2017.

Valuation of Properties

The end of year 2017 independent valuation of the Company's property was executed by Knight Frank Romania. The property portfolio was evaluated in accordance with the ANEVAR Valuation Standards 2013, which include the International Valuation Standards, issued by the IVSC in 2011. The valuation also complies with the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB); and it is performed in accordance with the RICS Valuation Standards, 8th edition.

Cash Flow

EUR '000 Q4 2017 Q4 2016 YTD 2017 YTD 2016
Net cash flow from operating activities (443) (115) (2,549) (595)
Net cash flow used in investing
activities
548 200 17,320 361
Net cash flows from financing activities - 333 (12,077) 400
Net cash change during period 105 418 2,693 166

Operating cash flow for Q4 2017 was positive EUR 105,000 compared to a positive EUR 418,000 in the same quarter last year. The cash flow from investing activities during the quarter represents the partial payments in respect of the sales agreements for the Mamaia North and the partial payment following the sale of the un-zoned land.

Financing

As the end of Q4 2017 the Company has no interest bearing debt having repaid both the Alpha Bank loan on April 7, 2017 as well as the shareholder loan on May 9, 2017.

Market Facts – Macro

Romania posted the biggest economic growth in the European Union in the fourth quarter, according to Eurostat, the statistics office of the EU. The Romanian economy grew by 7 percent of GDP in 2017, marking the biggest expansion since 2008, according to flash estimates of the National Institute of Statistics (INS). Compared to Q3 2017, the economy grew by 0.6 percent on seasonally adjusted terms in the last quarter of 2017.

Economists say that the increase of wages in the public sector coupled with the reduction of taxes fuelled the consumption and the economic growth, although it led to external imbalances. For instance, the current account deficit widened by 85 percent to EUR 6.46 billion in 2017 y/y, according to the National Bank of Romania (BNR).

On the 17 January 2018 Mrs Viorica Dancila was appointed as Prime Minister of a new administration, making the 54-year old the country's first female prime minister, and the third leader in just over a year.

Real Estate market facts

The real estate market in Romania registered last year the fastest growth in the last 5-7 years. Developers have intensified their activity in all sectors of real estate, taking advantage of the good market situation and growing demand.

Office market: The first nine months of 2017 saw a take-up for class A & B offices of over 225,000 sq m, very close to the same period last year, but the average transaction grew from around 1,600 sq m to 1,900 sq m. Prime rent level remains stable at €18.5/sq m/month. Total stock on the Bucharest office market reached 2,51 mil sq m at the end of the first nine months of 2017 of class A & B office buildings. Headline rents are expected to remain stable over the next year.

Retail Market: Retail sales have recorded a growth of 7,3%, while retailers continue their expansion plans. Among the most active retailers were discounters and the food retailers who developed their networks especially on the supermarket segment. Activity on high street maintains a similar level with the previous years and is dominated by food retailers.

Industrial Market: As a result of a favourable economic environment and a growing demand of companies looking for business opportunities, the Romanian industrial and logistics market is expected to continue its positive trend, with new deliveries anticipated to exceed 480,000 sq m by the end of the year. Bucharest is not the only market that will see considerable growth as new developments are set to be delivered in Timisoara (45,000 sq m), Cluj Napoca (13,000 sq m) and Roman (32,000 sq m).

Land Market: The supply of land plots suitable for good development projects is expected to decrease, while demand is growing for land plots appropriate for residential and office use. Taking into consideration the deliveries on the office sector, and also the fact that companies need to expand in secondary cities, office developers are likely to buy land and develop in cities where their tenants want to expand and open new offices, such as Timisoara, Cluj and Iasi.

Residential Market: Residential development benefitted last year from a good market environment, including growing salaries, low interest rates and increasing demand. Developers showed an active approach in expanding and starting new projects across the markets that are provided with optimal levels of purchasing power. Besides Bucharest, important activity was also registered across the top regional capitals in terms of economy and universities, especially Cluj-Napoca and Timisoara. According to the online real estate platform immobiliare.ro, asking prices in Romania were up by 10.2% in in the last twelve months from a national average of EUR 1,064/sqm to EUR 1,172 /sqm. Prices in Constanta have reached in January 2018 EUR 1,091 /sqm, a 10.3% increase year on year.

Operational Overview

The following operational highlights tool place during the quarter:

Lake Side (No.1 on the table) –The plot is being split in small plots suitable for house building and small blocks. Please see www.westhouseGroup.ro for further info. The new Planning Permission (PUZ) has been approved by Ovidiu City Hall on 2nd August 2017. The Company is presently starting projecting the roads and utilities on the site in order to request the Urbanization Certificate and obtain the building authorisation for the roads and utilities. Building authorisation for roads and utilities is estimated to be obtained during 1st half 2018. The estimated costs to improve attractiveness and market value is estimated to EUR 1.6 million.

Oasis (No. 4 on the table) –The plot will be divided in small plots suitable for house building and small blocks. The 4 villas built in 2009 is presently being connected to utilities with a view to put them up for sale and the Planning Permission (PUZ) is currently in progress. The houses are registered in the Land Book Registry. It is expected that the new Planning Permission (PUZ) will be approved in Q2 2018.

Centrepoint (No. 5 on the table) - The approvals for the new PUZ are underway. It is expected that the new PUZ will be finally approved in Q2 2018.

Balada Market (No. 7 on the table) - The Company is presently discussing with the architects a new planning regulation for the whole plot, for residential and commercial uses with a view to increase the value of the whole plot. There are efforts done at present to upgrade the electrical installation and the firefighting equipment in order to comply with the requirements of the National Safety Inspectorate. Total upgrade costs is about EUR 160,000 and is expected to improve the market attractiveness and safety in the local retail market.

Badulescu plot (No. 2 on the table) - New urbanistic zone planning on this plot has been commenced by the Company in order to regulate the area as a commercial one in Ovidiu town. It is estimated that the new urbanistic plan would be finalised in Q1 2019

The Property Portfolio

The Company's land bank consists at the end of Q4 2017 of 10 plots with a total size of 1,195,839 sqm:

Plot name Location Size (m2)
1 Ovidiu Lakeside Constanta North/Ovidiu 59,779
2 Badulescu plot Constanta North/Ovidiu 50,000
4 Ovidiu (Oasis) Constanta North/Ovidiu 24,651
5 Centrepoint Constanta North/Ovidiu 121,672
6 Gunaydin plot Constanta North/Ovidiu 15,000
7 Balada Market Central Constanta 7,188
8 Carrefour plot *(1) Constanta 15,000
9 Alexandriei plot Bucharest Sector 5 13,263
10 Un-zoned land * (1) Constanta 864,534
11 Mamaia North plot *(1) Navodari/Mamaia 24,752
Total 1,195,839

*(1) Sale agreed, closing still to be completed

Shareholder Information

Shareholder Holding Percentage
SIX SIS AG 25PCT ACCOUNT 10,336,154 24.99
THORKILDSEN DØDSBO KAY TØNNES 5,415,756 13.09
GRØNSKAG KJETIL 4,038,449 9.76
SAGA EIENDOM AS 2,862,383 6.92
AUSTBØ EDVIN 2,108,500 5.10
E. LARRE HOLDING AS 1,516,467 3.67
Danske Bank A/S 3887 OPERATIONS SEC. 1,352,995 3.27
ORAKEL AS 1,101,000 2.66
ENERGI INVEST A/S 1,055,993 2.55
SPAR KAPITAL INVESTO 940,236 2.27
THORKILDSEN INVEST A 829,478 2.01
PERSSON ARILD 718,000 1.74
HOEN ANDERS MYSSEN 689,557 1.67
Skandinaviska Enskil 628,832 1.52
JONAS BJERG PENSION NTS TRUSTEES LTD 558,306 1.35
SILJAN INDUSTRIER AS 484,730 1.17
CLEARSTREAM BANKING 438,483 1.06
BNP Paribas Securiti S/A SPEARPOINT LTD 406,856 0.98
FRENICO AS 396,000 0.96
KVAAL INVEST AS 360,028 0.87
TOP 20 TOTAL 36,238,203 88

Please see below the list of the top 20 shareholders in RomReal as of 16 February 2018:

(1) This is the Top 20 Shareholder list as per 16 February 2018.

(2) The total issued number of shares issued at end Q4 2017 was 41,367,783.

(3) Thorkildsen Invest AS is a Company controlled by RomReal Kay Thorkildsen family.

(4) Chairman Kjetil Grønskag owns directly and indirectly 4,288,179 shares corresponding to 10.4%.

(5) The above list is the 20 largest shareholders according to the VPS print out; please note that shareholders might use different accounts and account names, adding to their total holding.

Outlook

RomReal is, according to the present strategy plan, focusing on land value enhancing activities in order to improve the shareholder value. Key action points are increased & more professional sales & marketing efforts, if required some infra-structure investments and engaging more resources into regulation processes. The Company is fully financed without any external debt, and when/if certain additional disposals are realised, a potential redistribution of cash to the shareholders will become a priority.

INFORMATION ON FINANCIAL CONDITION AND OPERATING RESULTS

Accounting Principles

The financial statements for the Q4 2017 report have been prepared in accordance with IAS 34 – Interim Financial Reporting. The quarterly result has been prepared in accordance with the current IFRS standards and interpretations. The accounting policies applied in the preparation of the quarterly result are consistent with the principles applied in the financial statements for the year to 31 December 2016. The financial statements have been prepared on a going concern basis.

Comparative data for Q4 2017 and Q4 2016

The interpretations below refer to comparable financial information for Q4 2017 and Q4 2016. They are prepared for RomReal on a consolidated basis and use consistent accounting policies and treatments.

Operating Revenue

The operating revenue during Q4 2017 was EUR 36,000 compared to a total of EUR 58,000 reported in Q4 2016. This consists mainly of the rent charged for some of its assets awaiting development.

Operating Expenses

Total operating expenses amounted to a positive EUR 22,000 in Q4 2017 compared to a total EUR 176,000 in Q4 2016. The main reason is the positive adjustment on the value of the Oasis plot, which is carried as inventory. Inventory adjustment not considered, the operating expenses were the same as the fourth quarter of 2016 at EUR 141,000. Out of these, the payroll costs were EUR 53,000, while general and administration costs in connection with the running of the Group amounted to EUR 64,000.

Other operating income/ (expense), net

The other operating income/ (expense) during the quarter were a gain of EUR 2,002,000, reflecting mainly the positive adjustment on the value of the Company's asset base as a result of the year end independent valuation exercise. Most of the upwards change, amounting to EUR 1.4 million, is due to the increase in the value of part of the Mamaia North plot to reflect the final agreed selling price. Most of the instalments have now been collected, with the last one due in March 2018.

The net of Other Operating Income/ (Expense) in Q4 2017 amounted to a net gain of EUR 2,002,000, compared to a net loss of EUR 574,000 in Q4 2016.

Profit/ (loss) from operations

During Q4 2017, RomReal generated an operating profit of EUR 2,060,000, compared to a loss of EUR 619,000 in Q4 2016.

Financial Income and expense

The company no longer has interest costs in respect of third party finance providers. However, it does collect interest in respect of the vendors' credit note issued in the favour of the buyer for part of the Mamaia North plot. This amounted to EUR 18,000 during Q4 2017.

Foreign exchange result for Q4 2017 was a net loss of EUR 717,000 compared to a net foreign exchange gain of EUR 976,000 in Q4 2016. During the quarter the RON lost 2.6% against the EUR. The Company's policy is to hedge these effects by retaining most of its cash in Euros and also by denominating all receivables in Euros. Although not reflected from an accounting perspective, practice in real estate is that transactions are denominated in EUR and payments made at the exchange rate ruling at the date of payment, hence reducing the risk of cash losses due to exchange rate movements.

Result before tax

The result before tax in Q4 2017 was a loss of EUR 1,362,000 compared to a gain before tax of EUR 261,000 in Q4 2016.

Cash and cash equivalents

The Company's cash and cash equivalents position at end of Q4 2017 was EUR 3,505,000 compared to EUR 3,401,000 as at end of Q3 2017. In addition, a total of EUR 999,000 in outstanding payments related to binding sales agreements, totalling at about EUR 4.4 million.

By 17 February 2018, outstanding agreed cash is according to payment schedule reduced to about EUR 826,000.

No Plot name Location Plot
size
(sqm)
Book Value
September
2017 (EUR)
Agreed
sale
value
(EUR)
Installments
received @
17/2/2018
To
cash
7 Carrefour
plot
Un-zoned
Constanta
Constanta
15,000 47,000 65,000 25,950 39,050
9 land
Mamaia
North/Ovidiu 864,534 389,000 625,058 130,086 494,972
10 North plot Navodari/Mamaia 24,752 5,296,928 6,831,049 6,539,382 291,667
Total 904,286 5,732,928 7,521,107 6,695,418 825,689

Taxation

The Company is required to calculate its current income tax at a flat rate of 16%. Starting 2013, based on turnover thresholds, some companies in the Group are subject to a while some are subject to 1% tax calculated on total revenue. This is the case for 7 of the Group companies (1 pays 1% tax and 6 of them 3% tax) while 3 of them are subject to 16% on taxable profits.

The Company accounts for deferred tax on all movements in the fair values of its investment properties at a flat rate of 16%. Any change in the deferred tax liability or change in the deferred tax asset is reflected as an element of income tax in the profit and loss statement. The Company recognises deferred tax asset for the amount of carried forward unused tax losses to the extent that it is probable that future taxable profits will be available against which the unused tax losses can be utilised.

At the end of the quarter, the Company had outstanding deferred tax liabilities to EUR 845,000, mostly related to the part of the Mamaia North plot for which the price is currently collected in installments and for which the tax will become payable at once the final sale purchase agreement is concluded.

Deferred income

This amounted to EUR 6,337,000 at the end of Q4 2017 and is mainly related to the EUR deferred income recognised in respect of the part of the Mamaia North plot for which payment is partially made in instalments and for which the final sale will only be recognised once all the proceeds will have been collected. This will be reversed via revenue once the final payment is made and the sale finalised.

CONSOLIDATED INCOME STATEMENT (UNAUDITED)

Figures in thousand EUR
Q4 2017 Q4 2016 YTD 2017 YTD 2016
Rent revenue 37 83 196 220
Revenue from sale of assets (0) 49 11,507 230
Operating revenue 36 132 11,703 450
Payroll expenses (53) (54) (184) (127)
Management fees (25) (25) (99) (60)
Inventory (write off)/reversal 163 (35) 195 (37)
General and administrative expenses (64) (63) (1,120) (422)
Operating expenses 22 (176) (1,207) (645)
-
Profit/ (loss) before other operating items 58 (45) 10,496 (196)
Other operating income/(expense), net 2,002 (574) (9,184) (680)
Profit from operations 2,060 (619) 1,312 (876)
Interest income 18 0 49 0
Interest costs (5) (96) (117) (292)
Foreign exchange, net (712) 976 (1,324) 1,021
-
Result before tax 1,362 261 (80) (147)
Tax expense (299) 16 (305) 1
Result of the period 1,063 277 (385) (146)

CONSOLIDATED BALANCE SHEET (UNAUDITED)

Figures in thousand EUR
ASSETS December 31,
2017
December 31,
2016
Non-current assets
Investment properties 14,103 16,686
Property, plant and equipment 96 17
Deferred tax asset 121 124
Total non current assets 14,320 16,827
Current assets
Inventories 2,667 2,536
Other short term receivables 324 156
Prepayments 43 41
Cash and cash equivalents 3,505 707
Total current assets 6,539 3,439
Assets held for sale 6,592 13,566
TOTAL ASSETS 27,451 33,832
EQUITY AND LIABILITIES December 31,
2017
December 31,
2016
Equity
Share capital 103 103
Contributed surplus 87,119 87,119
Other reserves 425 425
Retained earnings (69,178) (70,393)
Result of current period (385) 1,215
FX reserve 1,734 901
Total equity 19,816 19,369
Non current liabilities
Deferred income tax 1,177 2,104
Total non current liabilities 1,177 2,104
Current Liabilities
Bank debt - 11,600
Shareholder loan - 400
Other payables 120 149
Deferred income 6,337 211
Tax payable 1 (0)
Total current liabilities 6,457 12,360

TOTAL EQUITY AND LIABILITIES 27,451 33,832

STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

December 31,
2017
December 31,
2016
Profit for the year (385) 1,215
Other comprehensive income
Exchange differences on translation of foreign operations 833 110
Other comprehensive income for the year, net of tax 833 110
Total comprehensive income for the year, net of tax 448 1,325

CASH FLOW STATEMENT (UNAUDITED)

Figures in thousand EUR

December 31,
2017
December 31,
2016
Net cash flow from operating activities (2,992) (528)
Net cash flow from investing activities 17,868 361
Net cash flows from financing activities (12,077) 333
Net cash change during period 2,798 166
Cash at beginning of period 707 541
Cash and cash equivalents at end of the period 3,505 707

STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

Figures in thousand EUR

December 31,
2017
December 31,
2016
Equity at the beginning of the period 19,369 18,089
Result for the period (385) (2,169)
Other changes 833 65
Equity at the end of the period 19,816 19,369

CONTACT INFORMATION

RomReal Limited Postal address: Burnaby Building, 16 Burnaby street, Hamilton HM11, Bermuda Telephone: Tel- +1-441-293-6268 Fax +1-441-296-3048 | www.RomReal.com

Visiting address: 54 Cuza Voda street, Constanța, Romania Tel: +40-241-551488 Fax: +40-241-551322

IR Harris Palaondas +40 731123037 | [email protected]

For further information on RomReal, including presentation material relating to this interim report and financial information, please visit www.RomReal.com.

DISCLAIMER

The information included in this Report contains certain forward-looking statements that address activities, events or developments that RomReal Limited ("the Company") expects, projects, believes or anticipates will or may occur in the future. These statements are based on various assumptions made by the Company, which are beyond its control and are subject to certain additional risks and uncertainties. The Company is subject to a large number of risk factors including but not limited to economic and market conditions in the geographic areas and markets in which RomReal is or will be operating, counterparty risk, interest rates, access to financing, fluctuations in currency exchange rates, and changes in governmental regulations. For a further description of other relevant risk factors, we refer to RomReal's Annual Report for 2016. As a result of these and other risk factors, actual events and our actual results may differ materially from those indicated in or implied by such forward-looking statements. The reservation is also made that inaccuracies or mistakes may occur in the information given above about current status of the Company or its business. Any reliance on the information above is at the risk of the reader, and RomReal disclaims any and all liability in this respect.

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