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Pioneer Property Group ASA
Annual Report • Mar 28, 2025
3715_10-k_2025-03-28_4599bab9-398a-46fa-a135-8a10c09d0431.pdf
Annual Report
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ANNUAL REPORT 2024
Pioneer Property Group ASA
Contents
- Consolidated statement of Comprehensive Income 48 Alternative Performance Measures (APMs)
- Consolidated statement of Financial Position Assets 49 Annual report Pioneer Property Group ASA (parent)
- Consolidated statement of Financial Position Equity and Liabilities
- Consolidated statement of Change in Equity
- Consolidated statement of Cash Flow
- Board of directors' report 15 Notes to the consolidated statements
-
-- Auditors report
The board of directors' report for Pioneer Property Group ASA (PPG) 2024
Highlights of the report
Contractual revenue for 2024 was MNOK 134.4 compared to MNOK 108.2 in 2023, an increase of 24%. The rental income has increased due to the acquisition of Norlandia Holding, accounted as an subsidiary from October 24. In addition to the acquisitions, the rent is also CPI-adjusted, which was 4.8% for 2024.
Total revenue for 2024 was MNOK 134.8 (MNOK 126.2 in 2023).
Pre-tax profit for 2024 was MNOK 145.1 compared to MNOK 26.6 for 2024.
PPG acquired shares in Norlandia Holding As, bringing total shareholdings up to 85% and the company is now regarded as a subsidiary. Furthermore, PPG added two development properties over the period and acquired 50% ownership in Havna Tjøme AS.
PPG paid four quarterly dividends to the holders of preference shares in total NOK 10 per preference share and additional dividends of 6.09 per share held by Eidissen Consult AS and Grafo AS.
Operations and strategy
Pioneer Property Group ASA (PPG) is an investment company, mainly within real estate. PPG is a public limited company, the Company's registered office is Rådhusgata 23, 0158 Oslo, Norway. PPG has since the beginning of 2020 expanded its real estate activities into new areas. The current portfolio contains different segments, PPG reports based on the characteristics of the properties and hence report on the following segments:
-
- Preschools
-
- Hotel Properties
-
- Retail Properties
-
- Property Development
-
- Office Properties
The focus area for PPG will be to continue to invest in real estate within these segments and seek to enter into long-term triplenet leases with leading operators. The market conditions for 2024 has been demanding for real estate on a general basis with increasing interest rates, resulting in less net cash flow from the investment portfolio. The general conditions for the real estate market are viewed as stable. The cash flows and result going
forward are impacted by the uncertainty related to the interest rate levels.
On the other hand, other factors such as higher estimated CPI adjustments and market rent expectations is positive factors for real estate investments. The board expects an increase in rent levels for 2025 for the investment properties.
PPG's real estate portfolio per year-end 2024 consisted of three properties in the Preschools segment, eight properties in the Retail properties segment, one office property, eight properties in the Property development segment and seventeen properties in the Hotel properties segment, an increase of eleven properties from 2023 due to the acquisition of Norlandia Holding AS.
Key material events during 2024
During 2024, PPG has declared quarterly dividends to the holders of preference shares in total NOK 10.00 per preference share. As per the articles of association §5, the annual preferred dividend to the holders of preference share is 2.500 per quarter. Furthermore PPG paid additional dividends of NOK 6.09 per share held by Eidissen Consult AS and Grafo AS.
In 2024, PPG has increased the real estate income mainly due to the acquisition of Norlandia Holding AS. PPG has further increased its investments within the hotel segment, entering into a joint venture with Rica Eiendom AS of owning a hotel located in Tjøme. This investment was made through the joint venture company JV Havna Tjøme AS and is recognized according to the equity method.
Norlandia Holding AS is a hotel property company owning 11 hotel properties with total assets of MNOK 884 and total debt of MNOK 491. The book value of the properties are MNOK 717 and the portfolio consist of approx. 52 000 sqm. The properties generated a total lease income of MNOK 63.9 in 2024, of which MNOK 21.1 is accounted as total income after the transaction. The transaction is regarded as an asset purchase. The hotels are in Norway and are mainly operated by Norlandia Hotel Group.
The second largest transaction was the purchase of land in close proximity to Gardermoen, let out to Dalen Parking. The property value was MNOK 50.
Additionally, PPG added one development property in Mo i Rana nearby to the new airport in Mo i Rana, Fagerlia Airport.
Preschools
| Preschool (NOKt) | 2024 | 2023 |
|---|---|---|
| Total Income | 7029 | 6719 |
| Fair value adjustment on investment properties | 2500 | -9500 |
| Operating profit/loss (EBIT) | 9039 | -3436 |
| Investment properties | 109000 | 106500 |
| Cash and cash equivalents | 3877 | 6852 |
The Preschool segment consists of three preschool properties owned by PPG as of 31.12.2024. Total lease income for the Preschool segment amounted to MNOK 6.9 in 2024, compared to MNOK 6.7 in 2023, with a fair property value based on third party valuation of the properties owned by PPG per 31.12.24 of MNOK 109.0
Retail Properties
| Retail Properties (NOKt) | 2024 | 2023 |
|---|---|---|
| Total Income | 34581 | 33345 |
| Fair value adjustment on investment properties | -306 | -25370 |
| Operating profit/loss (EBIT) | 28670 | 502 |
| Investment properties | 473000 | 438000 |
| Cash and cash equivalents | 5696 | 8105 |
Pioneer Retail Properties AS was established to procure and build facilities for retail business, mainly for the Ferda group all over Norway. The Retail Properties segment consists of 8 properties owned by PPG. The building of premises for Ferda in Evenes was completed in May 2024. Currently, premises for Tesla are under construction at Evenes, a Bare house lease contracts with Tesla ahave been signed for this properties. Ferda Tesla Evenes will be completed in Q2 2025.
Total lease income for 2024 for the retail properties segment amounted to MNOK 34.5, with a fair property value based on third party valuations per 31.12.24 of MNOK 437.
Hotel Properties
| Hotel Properties (NOKt) | 2024 | 2023 |
|---|---|---|
| Total Income | 68390 | 57758 |
| Fair value adjustment on investment properties | 131173 | -60404 |
| Operating profit/loss (EBIT) | 180783 | -5236 |
| Investment properties | 1523078 | 766000 |
| Cash and cash equivalents | 46256 | 23953 |
Pioneer Hotel Properties AS was established in 2021 with the acquisitions of Brennemoen Hotel, Guard Hotel, Vossevangen Park Hotel and Forum Hotel. The Hotel Properties segment now consists of seventeen hotel properties owned by PPG. During 2024, eleven hotels in Norway was consolidated through the acquisition of additional shares in Norlandia Holding, which is now recognised as an subsidiary. In addition, five other hotel properties are owned in joint venture with local partners, and regarded as Joint Ventures in the financial statement. Total income for 2024 for the Hotel Properties segment amounted to
MNOK 68.4 (MNOK 57.8 in 2023. The fair property value for the hotel segment based on third party valuations per 31.12.24 amounted to MNOK 1,523.0.
Office Properties
| Office Properties (NOKt) | 2024 | 2023 |
|---|---|---|
| Total Income | 4344 | 3774 |
| Fair value adjustment on investment properties | 2554 | -9760 |
| Operating profit/loss (EBIT) | 5969 | -6966 |
| Investment properties | 63000 | 61000 |
| Cash and cash equivalents | 8 | 354 |
The first office property was acquired in March 2022, a seven stories tall building in Bodø. PPG has an ownership of 52 % in the property, controlling the acquired subsidiary that owns the property
Total lease income for 2024 for the office properties segment amounted to MNOK 4.3 with a fair property value based on third party valuations per 31.12.24 of MNOK 63.
Property Development
| Property Development (NOKt) | 2024 | 2023 |
|---|---|---|
| Total Income | 20316 | 11891 |
| Fair value adjustment on investment properties | -2530 | 58471 |
| Operating profit/loss (EBIT) | 4483 | 65467 |
| Investment properties | 474528 | 385756 |
| Cash and cash equivalents | 17856 | 30737 |
Through Pioneer Property Development AS, PPG develop properties within general commercial real estate and housing. The segment consists of 8 development properties and the lease income income for the segment is related to parking and tenants in properties that can be developed long term. PPG added two development properties, one in Gardermoen and one in Mo i Rana. The main asset is Evenes Holding AS, which holds two properties in Evenes in close proximity to Evenes Airport. In 2024, PPG reduced its ownership in Evenes Holding AS by 10%.
In addition, PPG currently holds two plots together with local partners, treated as associate company in the accounts. One is located at Ramstadsletta in Bærum. The other is located in Mo i Rana with a potential of 400 residential units.
Subsequent events since the end of 2024
There has not been any significant material subsequent events since the end of 2024.
Overview of the financial accounts for 2024
Total revenue was MNOK 134.8 in 2024, compared to MNOK 126.2 in 2023. Revenues consisted of rental income of MNOK 134.4 (MNOK 108.2 in 2023) and other income of 0.4 MNOK (18.0 in 2023. All rental income origins from investment properties in Norway. The increase in revenue is mainly explained by rental income from acquisitions made in 2024, with the first whole year of rental income being 2025. The decrease in other income is due to a one time effect of compensation received and the sale of subsidiaries, both in 2023.
Operating profit (EBIT) for 2024 amounted to MNOK 217.4, compared to MNOK 46.6 in 2023. The difference can primarily be explained by a positive fair value revision of existing properties of MNOK 40.9 and a fair value revision of 85.9 related to the properties in Norlandia Holding AS in 2024 , versus a negative adjustment of MNOK 46.5 in 2023, as interest rates increased, affecting the yields on the properties.
In 2024, a loss of MNOK 3.9 from joint ventures and associated companies was recognised. In 2023, a gain of MNOK 49.1 from joint ventures and associated companies was recognised. MNOK 34.0 was related to a sale of land in Ramstadsletta and MNOK 11.6 was recognized due to a value increase of the properties acquired together with Västerkulla in Sweden. In 2024, the derecognition of Norlandia Holding AS an associated provided a negative result of -12.5 MNOK. In 2024, the largest positive contribution from associates was from JV Västerkulla with MNOK 2.4.
Net financial expense for the year was MNOK 78.4 compared to a net financial expense of MNOK 20.0 in 2023, where the gain recognized from joint ventures and associates was offset by increasing interest rates. In 2024, interest expenses further increased and the contribution from associated companies was negative.
Income taxes increased from MNOK 1.6 to MNOK 27.1.
There have not been any discontinued operations in 2024 or 2023.
This year's net profit for the group was MNOK 118.1, compared to MNOK 25.0 in 2023. Adjusted for the fair value adjustment related to tax in Norlandia Holding of 85.9, the net profit is 32.2.
Total equity amounted to MNOK 1,268.9 (1,283.5), the difference being explained by the profit for 2024, and the dividends on the ordinary and preference shares paid during the year, and the capital reduction through redemption of shares which was not registered at year end.
The Group had total assets of MNOK 3,526.2 (2,573.8 in 2023). where MNOK 2.642.6 (2,165.4 in 2023) were related to investment property and shares in associated companies. The
additions in investment property and associated company has increased non-current borrowings in PPG. Further PPG had a cash balance of MNOK 260.3 (112.3 in 2023) and MNOK 68.5 (117.6 in 2023) in other short-term investments related to bonds and high yield funds held by PPG.
Net cash flows from operating activities were MNOK 77.0 (MNOK 7.7 in 2023). The increase is explained by a decrease in working capital, increase in lease income, but offset by an increase in interest rate
Net cash flows used in investing activities were MNOK 85.3 (MNOK 247.6 in 2023). Most of the cash flow used is related to the investment in properties such as the renovation of Forum and development of land in Evenes, and the purchase of Sør Gardermoen Invest. Cash received from investing activites is related to sale of bonds and shares.
Net cash flows from financing activities were MNOK 156.3 (MNOK 87.0 in 2023).
The net change in cash and cash equivalents was MNOK 147.9 (- 152.9 in 2023).
The annual report gives an accurate overview of the Group's financial development throughout the year. There have not been any events after the end of the fiscal year 2024 which have had any material impact on the financial status of the Group.
Work Environment, Equal opportunities and Discrimination
There was at year end 5 employees in Pioneer Property Group ASA, all men. The sick absence rate in PPG was approximately 1%. There are no employees in any other Group-companies, except in Norlandia Holding AS who currently has 4 employees. PPG had no reported incidents of discrimination in 2024. The Board of Directors consists of three women and two men.
PPG strive for a safe work environment, both for our employees and for our properties and construction projects.
The Company works systematically with corporate social responsibility within the areas human rights, employee rights, environment, anti-corruption and social responsibility and integrates these in its business strategy and daily operations through including these considerations into its decision-making process. To ensure human rights and decent working conditions in its operations PPG has developed guidelines and policies.
Managers' remuneration
The board of directors has prepared a declaration on salary and other remuneration for the Company's executive management
pursuant to Section 6-16a of the Norwegian Public Limited Liability Companies Act. The declaration is based on the guidelines for the determination of salaries and other remuneration of leading personnel in the Company. The guidelines include the policies which the Company will use for the determination of salary and other remuneration to its executive management in the calendar year 2025. The declaration of salary and the guidelines guidelines for the determination of salaries and other remuneration of leading personnel are made available at the Group's webpage www.pioneerproperty.no
External Environment
The Group's operation consists of investing in and providing high-quality properties and is considered to have limited environmental impact. The company focuses on making investment and operational decisions that are in line with sustainable environmental practices.
Risks related to nature
Risks related to nature are becoming more relevant and will be monitored closely for our properties. In general, many areas could be affected: from impairment testing, to provisions to fair value measurement. The location of PPG's properties is on a general level not seen as particularly exposed to flooding. However, the property in Voss has experienced flood, and regarding the development and the refurbishment of the property, the management is considering, together with the local authorities, measurements to reduce the risk and potential damage from flooding.
Storms and floods are long-term risks, with potential to physically damage to property values could be severe. Damage to third party equipment and installations may lead to increased insurance cost and/or reduced customer satisfaction. On a general basis, we observe increased premium on insurance due to cost of the incidents and the number of incidents due to extreme weather conditions.
With respect to our portfolio of investment property, PPG actively work to reduce the CO2 emissions together with the tenants, especially within the area of energy efficiency. During 2024 a number of activities were carried out, such as installation of systems of ventilation and heating of the buildings that maintains a healthy and comfortable indoor climate while improving energy efficiency and reducing energy costs.
Reduction of the energy used per square meter is a goal the management is working towards. In addition, bank and lending institutions are providing green financing which has lower interest rates than traditional financing.
Going concern
The financial statements have been prepared based on the going concern assumption, and the Board confirms that this assumption is valid.
Corporate Governance
Pioneer Property Group AS has prepared a report on Corporate Governance in accordance with the Norwegian Accounting Act Section 2 and the Norwegian Code of Practice for Corporate Governance dated 17 October 2018, and a report on Corporate Social Responsibility in accordance with the Norwegian Accounting Act Section 2, both of which are made available at the Group's webpage www.pioneerproperty.no.
The Transparency Act has been incorporated in PPG and the company is reporting on the Transparency Act for 2024. The report will be available on the company's webpage www.pioneerproperty.no. The report will be published no later than the 30th June 2025.
Financial Risks
The Company is exposed towards various financial risks, yet the Board of Directors view the total exposure to be at a manageable level. Some of the most important risk factors are:
The market risk, a risk of a general increase in interest rate levels. Increasing interest rates will reduce the cashflow from the properties, as lease income is not adjusted for increasing interest rate. PPG is exposed to variable interest rates for its borrowings linked to the different investment properties. The group does not have bank loans with fixed NIBOR-rates.
The risk relating to banks or other financial institutions' willingness to lend money, which may restrict the Company's ability to take up new loans in the future.
Credit risk, the risk that one party to a financial instrument will cause a loss for the other party by failing to pay for its obligation.
Liquidity risk in the case of unforeseen delay of cash payments on income and/or unexpected costs.
Changes in valuation of financial assets that is owned to meet future cash needs. When managing the capital, PPG will take into account the need for sufficient liquidity reserves to meet PPG's financial obligations. These assets are subject to financial risk as price of the assets may vary.
The Board of Directors and management performs continuous assessments of the most important financial risk factors and evaluates the necessity of implementing specific measures. Specific measures are evaluated considering the Company's
total financing risk exposure. PPG has a financing policy that secures a diversified debt maturity profile.
The board of directors
The Articles of Association provide that the Board of Directors shall consist of 3 to 7 board members elected by the general meeting.
| Name | Position | Served since |
Term expires |
|---|---|---|---|
| Roger Adolfsen | Chairperson | 2015 | 2025 |
| Sandra Henriette Riise |
Board member | 2015 | 2025 |
| Geir Hjorth | Board member | 2015 | 2025 |
| Ane Nordahl Carlsen | Board member | 2023 | 2025 |
| Nina Torp Høisæther |
Board member | 2015 | 2025 |
The directors Sandra Henriette Riise and Ane Nordahl Carlsen are independent of the majority shareholder of the Company, Hospitality Invest AS, and all board members are independent of the Management. All board members attended all board meetings. The composition of the Board of Directors is in compliance with the independence requirements of the Corporate Governance Code. Effective from June 1st 2022, directors and officers are covered by a liability insurance covering personal liabilities caused by performing their duties for the group.
Brief description of the board of directors
Roger Adolfsen, Chairperson
Roger Adolfsen has broad experience from serving on various boards. Currently, he holds various board positions and has more than 30 years of experience from business and real estate development. Adolfsen is a business graduate from BI Norwegian Business School. He also holds a Master in Business and Administration (MBA) from the University of Wisconsin.
Sandra Henriette Riise, Board member
Sandra H. Riise is educated as public accountant and is former Chief Executive Officer of Accounting Norway, the Norwegian Association of Authorized Accountants, and has held the position of Chief Municipal Executive (Nw. Kommunedirektør) of Andøya municipality. Riise has also served as chair on the Norwegian Better Regulation Council. Riise is educated from BI Norwegian School of Management
Geir Hjorth, Board member
Geir Hjorth currently serves on the board of directors of several different companies (including several chairperson positions). He has extensive experience from the hotel industry and has participated in several courses pertaining to marketing and human resource management.
Ane Nordahl Carlsen, Board member
Carlsen is a partner in the investment company Arctic Investment Group AS and the CEO of Grafo AS which owns 1 642 024 ordinary shares in Pioneer Property Group ASA. She has experience from various commercial positions for Philip Morris International. Carlsen has held various board positions in private companies and is currently a board member in, among others, Otiga Group AS.
Carlsen has a MSc in Economics and Business administration, an Executive MBA from the Stockholm School of Economics and has extensive experience from early- stage investing.
Nina H. Torp Høisæther, Board member
Nina Torp Høisæter (born 1956) Høisæter is currently working with business development in Norlandia Health and Care Group AS, but will go into retirement on April 11 2025. Prior to assuming her current position Høisæter was chief executive officer at Aberia Healthcare AS and Norlandia Care AS. Høisæter is a nurse and has her management education from the University of Oslo. Høisæter has held various board positions within the confederation of Norwegian Enterprises ("NHO") (Nw: Næringslivets Hovedorganisasjon), including chair of the board of directors of Health and Welfare within NHO Service and Trade. Høisæter has been a board member since 2015 and holds 0 ordinary shares and 0 preference shares in the Company.
Oslo, 27 March 2025
Board of Directors of Pioneer Property Group ASA
Roger Adolfsen Chairman of the Board
Nina Hjørdis Torp Høisæter Member of the Board
Member of the Board
Sandra Henriette Riise
Geir Hjorth Member of the Board
Ane Nordahl Carlsen Member of the Board
John Ivar Busklein Chief Executive Officer
Responsibility Statement
We confirm to the best of our knowledge, that the set of Financial statements for the financial year ending 31. December 2024 have been prepared in accordance with IFRS® Accounting Standards and gives a fair view of the Group's assets, liabilities, financial position and profit or loss.
We also confirm to the best of our knowledge, that the management report includes a fair review of important events that have occurred during the financial period and their impact on the set of financial statements, a description of the principal risks and
Oslo, 27 March 2025
Board of Directors of Pioneer Property Group ASA
Roger Adolfsen Chairman of the Board
uncertainties, and major related parties' transactions Nina Hjørdis Torp Høisæter Member of the Board Geir Hjorth Member of the Board
Sandra Henriette Riise
Member of the Board
John Ivar Busklein Chief Executive Officer
Ane Nordahl Carlsen Member of the Board
PIONEER PROPERTY GROUP - CONSOLIDATED
Consolidated Statement of Comprehensive Income
| NOK thousand | Note | 2024 | 2023 |
|---|---|---|---|
| Contractual rental income | 5, 13 | 134 433 | 108 227 |
| Other operating income | 5, 8 | 377 | 17 955 |
| Total income | 134 810 | 126 182 | |
| Operating expenses | |||
| Employee expenses | 14 | 9 665 | 7 258 |
| Property expenses | 11 398 | 7 416 | |
| Other operating expenses | 15 | 23 180 | 18 360 |
| Total operating expenses | 44 244 | 33 034 | |
| Fair value adjustments on investment properties | 5, 6 | 133 392 | -46 563 |
| Operating profit (EBIT) | 223 958 | 46 585 | |
| Share of profit (loss) of joint ventures and associates | 8 | -3 936 | 49 147 |
| Interest income | 9 | 17 098 | 29 372 |
| Interest expense | 11 | 104 861 | 80 263 |
| Other financial gains/losses (-) | 9, 16 | 12 924 | -18 255 |
| Net Finance income (+) /expenses (-) | -78 774 | -19 999 | |
| Profit before tax | 145 184 | 26 587 | |
| Income taxes | 17 | 27 065 | 1 550 |
| Profit | 118 119 | 25 037 | |
| Profit/(loss) attributable to | |||
| Shareholders of the parent | 119 818 | 14 796 | |
| Non-controlling interest | -1 699 | 10 241 | |
| Profit/(loss) for the period | 118 119 | 25 037 | |
| Other comprehensive income | |||
| Items to be reclassified to P&L in subsequent periods: | |||
| Exchange differences, from translation of foreign operations | - | 4 443 | |
| Other comprehensive income | - | 4 443 | |
| Total comprehensive income | 118 119 | 29 479 | |
| Comprehensive income attributable to | |||
| Shareholders of the parent | 119 818 | 19 238 | |
| Non-controlling interests | -1 699 | 10 241 | |
| Comprehensive income | 118 119 | 29 479 |
Consolidated Statement of Financial Position
| NOK thousands | Note | 2024 | 2023 |
|---|---|---|---|
| ASSETS | |||
| Investment properties | 6 | 2 642 804 | 1 757 256 |
| Deferred tax asset | 17 | 9 609 | - |
| Project in progress, investment property | 7 | 38 498 | 35 513 |
| Other interest in property | 7 461 | 986 | |
| Other investment | 9 | 24 492 | 44 391 |
| Associated companies and joint ventures | 8 | 286 667 | 372 663 |
| Loan to associated companies and joint ventures | 9, 20 | 87 201 | 72 523 |
| Loan to other companies | 9 | 36 187 | 6 736 |
| TOTAL NON-CURRENT ASSETS | 3 132 917 | 2 290 068 | |
| Trade and other receivables | 9 | 64 451 | 53 836 |
| Other short-term investments | 9 | 68 542 | 117 576 |
| Cash and cash equivalents | 10 | 260 265 | 112 331 |
| TOTAL CURRENT ASSETS | 393 259 | 283 743 | |
| TOTAL ASSETS | 3 526 176 | 2 573 811 |
Consolidated Statement of Financial Position
| NOK thousands | Note | 2024 | 2023 |
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| Share capital | 21 | 14 683 | 14 683 |
| Treasury shares | 21 | -988 | -988 |
| Share premium | 21 | 555 637 | 555 637 |
| Capital reduction, not registered | 21 | -155 073 | - |
| Other reserve and retained earnings | 733 112 | 652 425 | |
| Non controlling interest | 121 571 | 61 827 | |
| TOTAL EQUITY | 1 268 941 | 1 283 584 | |
| LIABILITIES | |||
| Non-current borrowings | 11, 4 | 1 898 736 | 925 924 |
| Deferred tax | 17 | 68 450 | 46 437 |
| TOTAL NON-CURRENT LIABILITIES | 1 967 186 | 972 361 | |
| Current borrowings | 11, 4 | 53 033 | 223 195 |
| Current tax payable | 17 | 633 | 4 471 |
| Other current liabilities | 12 | 236 384 | 90 200 |
| TOTAL CURRENT LIABILITIES | 290 050 | 317 865 | |
| TOTAL LIABILITIES | 2 257 235 | 1 290 227 | |
| TOTAL EQUITY AND LIABILITIES | 3 526 176 | 2 573 811 |
PIONEER PROPERTY GROUP - CONSOLIDATED
Statement of Changes in Equity
Attributable to owners of the parent
| NOK thousands | Notes | Share capital |
Treasury shares |
Share premium |
Other* | Retained earnings |
Total | Non-contr. Interest |
Total Equity |
|---|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2023 | 14 683 | -988 | 555 637 | -4 443 | 744 047 | 1 308 936 | 51 702 | 1 360 639 | |
| Profit/(loss) for the period | - | - | - | - | 14 796 | 14 796 | 10 241 | 25 037 | |
| Exchange diff. from foreign operations | - | - | - | 4 443 | - | 4 443 | - | 4 443 | |
| Total comprehensive Income for the period |
- | - | - | 4 443 | 14 796 | 19 239 | 10 241 | 29 479 | |
| Transactions with non controlling interests |
21 | - | - | - | - | -7 087 | -7 087 | -117 | -7 204 |
| Dividends on preference shares and ordinary shares |
21 | - | - | - | - | -98 146 | -98 146 | - | -98 146 |
| Balance at 31 December 2023 |
14 683 | -988 | 555 637 | - | 652 423 | 1 221 756 | 61 827 | 1 283 584 | |
| Profit/(loss) for the period | - | - | - | - | 119 817 | 119 817 | -1 698 | 118 119 | |
| Exchange diff. from foreign operations | - | - | - | - | - | - | - | - | |
| Total comprehensive Income for the period |
- | - | - | - | 119 817 | 119 817 | -1 698 | 118 119 | |
| Other changes** | - | - | - | -155 073 | - | -155 073 | - | -155 073 | |
| Transaction with non controlling interests |
20 | - | - | - | - | 19 676 | 19 676 | 61 441 | 81 117 |
| Dividends on ordinary shares and preference shares |
21 | - | - | - | - | -58 806 | -58 806 | - | -58 806 |
| Balance at 31 December 2024 |
14 683 | -988 | 555 637 | -155 073 | 733 112 | 1 147 370 | 121 571 | 1 268 941 |
*) Other reserves in 2023 and capital reduction not registered 2024
**) On the December 3, 2024, the general assembly passed a resolution of a capital reduction through redemption of shares. The capital reduction was registered in January 2025.
PIONEER PROPERTY GROUP - CONSOLIDATED
Statement of Cash Flow
| NOK thousands | Note | 2024 | 2023 |
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax Adjustments for: |
145 184 | 26 587 | |
| Fair value adjustments on investment property | 6 | -133 392 | 46 563 |
| Fair value adjustments on financial instruments | 9 | 3 529 | 1 996 |
| Other adjustments | 314 | 20 865 | |
| Share of profit (loss) of joint ventures and associates | 8 | 3 936 | -49 224 |
| Interest net | 102 582 | 50 872 | |
| Taxes paid | -4 168 | -7 359 | |
| Exchange gains/(losses) | - | -2 552 | |
| Gain on sale bonds/shares | -1 634 | -14 653 | |
| Changes in working capital | |||
| Trade receivables | 4 | 3 993 | -4 112 |
| Trade payables | 12 | 518 | 7 594 |
| Other accruals | 53 691 | -20 790 | |
| CASH GENERATED FROM OPERATIONS | 174 552 | 55 787 | |
| Interest received | 19 355 | 16 057 | |
| Interest paid | -116 892 | -64 097 | |
| NET CASH FLOW FROM OPERATING ACTIVITIES | 77 016 | 7 747 | |
| INVESTING ACTIVITIES | |||
| Proceeds from sale of shares | 9 | - | 52 853 |
| Proceeds from sale of bonds and funds | 9 | 50 069 | 15 000 |
| Proceeds from loan to other companies | 11 | 12 000 | 48 670 |
| Loans to other companies | 11 | -3 500 | -4 213 |
| Purchase/sale of subsidiaries / properties | 19 | -163 542 | -200 968 |
| Purchase of shares in associated companies | 8 | -1 703 | -163 047 |
| Purchase of funds | 9 | - | -9 071 |
| Proceeds from sale of properties | 9 | 18 030 | 15 975 |
| Purchase/sale of other items | 4 | 3 250 | -2 826 |
| NET CASH USED IN INVESTING ACTIVITIES | -85 396 | -247 627 | |
| FINANCING ACTIVITIES | |||
| Proceeds from debt to financial institutions | 11 | 609 970 | 372 850 |
| Repayments of debt to financial institutions | 11 | -269 132 | -189 202 |
| Repayments other debt | 11 | -101 219 | -42 855 |
| Loans from other companies | 11 | - | 24 880 |
| Dividends on ordinary shares | 20 | -63 902 | -39 881 |
| Dividends on preference shares | 20 | -19 403 | -38 806 |
| NET CASH (USED IN) / FROM FINANCING ACTIVITES | 156 314 | 86 986 | |
| Net increase in cash and cash equivalents | 147 933 | -152 895 | |
| Cash and cash equivalents at beginning of year | 112 331 | 265 226 | |
| CASH AND CASH EQUIVALENTS AT END OF YEAR | 260 265 | 112 331 |
1. About the business
Pioneer Property Group ASA (the 'Company') and its subsidiaries (together, the 'Group') invests mainly in a broad range of properties including retail properties; hotel properties; preschool properties, office properties and property development within commercial and residential real estate (currently under development). The Group leases out the investment properties on long-term leases. The current real estate portfolio is situated in Norway and Sweden.
Pioneer Property Group ASA is a public limited company incorporated and domiciled in Norway. The address of the Company's registered office is Rådhusgata 23, 0158 Oslo.
The consolidated annual financial statements cover the period from 1 January 2024 to 31 December 2024, with 2023 shown as comparative period.
These consolidated financial statements are approved by the Board of Directors 27. March 2025.
2. Key transactions and events in 2024
In 2024, PPG has increased the real estate income mainly due to the acquisition of Norlandia Holding AS. PPG has further increased its investments within the hotel segment, entering into a joint venture with Rica Eiendom AS of owning a hotel located in Tjøme. This investment was made through the joint venture company JV Havna Tjøme AS and is recognized according to the equity method.
Norlandia Holding AS is a hotel property company owning 11 hotel properties in Norway with total assets of MNOK 884 and total debt of MNOK 491. The book value of the properties are MNOK 717 and the portfolio consist of approx. 52 000 sqm. The properties generate a total lease income of MNOK 64 on an annual basis. The hotels are in Norway and are mainly operated by Norlandia Hotel Group.
The second largest transaction was the purchase of land in close proximity to Gardermoen, let out to Dalen Parking. The property value was MNOK 50.
Additionally, PPG added one development property in Mo i Rana nearby to the new airport in Mo i Rana, Fagerlia Airport.
3. General Accounting Principles
Basis of preparation
.
The consolidated financial statements of the Group have been prepared in accordance with IFRS® Accounting standards and interpretations by the IFRS Interpretations Committee (IFRIC) as adopted by the EU. The consolidated financial statements have been prepared under the historical cost convention, except for fair value adjustments of bonds, funds, shares and investment properties.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are related to valuation of investment properties as described in note 6 and the valuation of financial instruments measured at fair value as described in note 9.
The statement of cash flow has been prepared using the indirect method.
All financial numbers are presented in NOK thousand, unless otherwise stated.
Consolidation
Subsidiaries are entities over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of comprehensive income, statement of changes in equity and balance sheet, respectively.
Foreign currency translation.
The Group's presentation currency is NOK, which is also the parent company's functional currency.
Transactions in foreign currencies are initially recognised in the functional currency at the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency using the exchange rate at the reporting date. All exchange differences are recognised in the consolidated income statement.
Dividend
Pioneer Property Group ASA has two classes of shares, ordinary shares and preference shares. The preference shares are entitled to annual dividend payments amounting to NOK 10.00 per preference share, in accordance with the company's Articles of Association. The board of directors approves payment of dividends based on an authorisation from the Annual General Meeting. The dividend payments have been made quarterly with NOK 2.50 over the course of 2024. The Preference shares are currently redeemable at a price of NOK 100 per share, which was valid from 1 July 2020, when it was stepped down from NOK 130 per preference share. The coupon for the preference share has reached its maximum coupon, which is set to NOK 10 per share.
Dividend distribution to Ordinary shares and Preference Shares is recognised as a liability in the Group's financial statement in the period in which the dividend is approved by the Board of Directors based on the authorisation given by the Company's shareholders in the General Assembly.
The use of estimates and assessment of accounting policies when preparing the annual accounts
Estimates and assumptions
Estimated and assumptions are used by the management to asses the value of investment property and financial instruments. These estimates may have affected assets, liabilities, revenues, expenses and information on potential liabilities. Future events may lead to these estimates being changed. Estimates and their underlying assumptions are reviewed on a regular basis and are based on best estimates and historical experience. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Judgements
Management has, when preparing the financial statements; made certain significant assessments based on critical judgment when it comes to application of the accounting principles.
Material exercise of judgment and estimates relate to the following matters:
- Investment properties, note 6
- Financial instruments, note 9
4. Financial risk management
The Group's activities expose it to a variety of financial risks: market risk (including fair value interest rate risk and cash flow interest rate risk), credit risk, currency risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group's financial performance.
Risk management is carried out by management under guidance by the Board of Directors. Management identifies, evaluates and act upon financial risks.
a) Market risk
Market risk for the Group is the risk that future cash flows in the form of interest payments change as a result of changes in market interest rates in addition to fluctuations in currencies. The level of interest rate exposure and currency risk exposure are determined based on an assessment by management and the Board of Directors of existing cash flows, general assessment of financial condition and available liquidity.
(i) Fair value interest rate risk
The Group holds interest bearing assets in terms for cash deposits and bonds. Fluctuations in interest rates would yield a higher or lower interest income. At the current level of cash deposits, a change in interest rate of +/- 1 % will not be material for the financial statements. Further, a change in interest levels may cause changes in the fair value of the real estate portfolio in addition to the performance of the bonds and bond funds held on PPG's balance sheet.
(ii) Cash flow interest rate risk
Exposure to cash flow interest rate risk is assessed when necessary. As of 31.12.2024, the Group is exposed to variable interest rates for its borrowings linked to the different investment properties. The Group also holds borrowings with fixed interest rates. See note 11 for further details.
The need for a fixed rate is periodically assessed, depending on the effects of adverse fluctuations in interest payment cash flows due to higher interest rates. Management's assessment is that the Group's current financial position does not indicate a further need for fixed interest rates.
The following table summarises how the equity and profit or loss, before tax effects in the 2024 reporting period would have been affected by changes in the interest rate that Management considers are reasonably possible:
| Interest rate sensitivity for reporting year 2024 | ||||
|---|---|---|---|---|
| (in TNOK) | -0,50 % | -0,25 % | 0,25 % | 0,50 % |
| Change P&L/Equity | 7 748.8 | 3 874.4 | -3 874.4 | -7 748.8 |
| Interest rate sensitivity or reporting year 2023 | ||||
| (in TNOK) | -0,50 % | -0,25 % | 0,25 % | 0,50 % |
| Change P&L/Equity | 5 302.7 | 2 651.3 | -2 651.3 | -5 302.7 |
(iii) Currency risk
Currency risk is a financial risk that exists when a financial transaction is denominated in a currency other than that of the base currency of the company. Currency risk also exists when the foreign subsidiary of a firm maintains financial statements in a currency other than the reporting currency of the consolidated entity. The risk is that there may be an adverse movement in the exchange rate of the denomination currency in relation to the base currency before the date when the transaction is completed.
Monetary assets and liabilities are sensitive to movements in foreign exchange rates. As the operations of the Group are located in Norway and only some of the joint venture operations are carried out in SEK, and all financing activities are denominated in NOK (see note 11), Management considers that the exposure to foreign exchange risk is low. All loans are nominated in NOK and there are no consolidated cash funds in Swedish Krona at year end as PPG no longer has subsidiaries in Sweden.
b) Credit risk
Credit risk is the loss that the Group would suffer if a counterparty fails to perform its financial obligations. Credit risk is managed on Group basis. Credit risk arises from cash and cash equivalents; loans granted and trade receivables, including committed transactions. The Group assess the expected credit losses in relation to its financial assets taking into account its past experience and also taking into account forwards looking information
Management assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Management does not expect any losses from non-performance by the contractual counterparties. The impairment analysis on trade receivables is performed at each reporting period based on a provision matrix, grouping its receivables in the number of days past due. As of the end of the 2024 and 2023 reporting periods, there has not been recorded any loss and there are no significant amount of trade receivables past due at the date of the approval of the financial statements.
Receivables due
| more than 60 days | ||||
|---|---|---|---|---|
| Total | Not due | between 1 and 60 days overdue | overdue | |
| Trade Receivables | 698 | 4 527 | -4 039 | 210 |
| Other Receivables | 63 754 | 63 754 | - | - |
|---|---|---|---|---|
| As per 31.12.2024 | 64 451 | 29 024 | -4 039 | 210 |
| more than 60 days | ||||
| Total | Not due | between 1 and 60 days overdue | overdue | |
| Trade Receivables | 12 178 | 8 473 | 1 311 | 2 393 |
| Other Receivables | 41 658 | 41 658 | - | - |
| As per 31.12.2023 | 53 836 | 29 024 | 1 311 | 2 393 |
The credit quality of the issuer is also taken into consideration when acquiring bonds.
With respect to the loans to associates and other parties, the Groups applies general approach to assess the impairment of financial assets measured at amortised cost. In 2024, the change in provisions was TNOK 7 533 in Bm3 Eiendom AS, the book value of the related receivable in Bm3 Eiendom is 0 at the end of 2024. Loans to associates are closely monitored by Management, and concludes that the credit risk, including the probability of default within the next 12 months is very low. There has not been a significant increase in the credit risk since the initial recognition.
c) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its obligations at maturity without incurring a significant increase in finance cost or not being able to meet its obligations at all. The risk also includes that the Group must forfeit investment opportunities. Cash flow forecasting is performed at Group level.
Group management monitors the Group's liquidity requirements to ensure that it has sufficient cash to meet operational needs while maintaining sufficient headroom to pay out quarterly dividends to holders of preference shares. The monitoring takes into account the possibility to raise external debt, as the Group keeps unleveraged assets and properties. The Group also keeps its liquid funds in cash and cash equivalents, and in high yield funds with high liquidity.
The table below analyses the Group's financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows:
Maturity of financial liabilities at the end of the 2024 reporting period:
| NOK thousand | <1y | 1y-2y | 2y-5y | >5y | Total |
|---|---|---|---|---|---|
| Borrowings | 67 028 | 225 713 | 775 201 | 896 730 | 1 964 672 |
| Interest on borrowings | 139 747 | 137 981 | 251 024 | 330 196 | 858 949 |
| Other current liabilities | 236 383 | 236 383 | |||
| Total | 443 158 | 363 694 | 1 026 225 | 1 226 926 | 3 060 003 |
During 2024, the Group became the counterparty to a number of loan agreements, mostly in connections with its acquisitions of investment properties. See Note 11 for further details.
As of the end of the 2024 reporting period, Management considers it highly likely that the Group will enter into refinancing agreement for one or more of the loans maturing in less than 12 months. The new agreements are expected to be paid in periodic payments over a term of 5 years. However, since at the end of the 2024 reporting period the Group has not completed the agreement (i.e. no unconditional right to defer settlement for at least 12 months after the reporting period), the loan is presented as current liabilities.
Maturity of financial liabilities at the end of the 2023 reporting period:
| 31.12.2023 | ||||||
|---|---|---|---|---|---|---|
| NOK thousand | <1y | 1y-2y | 2y-5y | >5y | Total |
| Borrowings | 223 195 | 48 431 | 507 923 | 354 347 | 1 133 896 |
|---|---|---|---|---|---|
| Interest on borrowings | 78 196 | 65 390 | 135 903 | 155 090 | 434 578 |
| Other current liabilities | 78 679 | 78 679 | |||
| Total | 380 070 | 113 821 | 643 826 | 509 437 | 1 647 153 |
Capital management
The group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern; to maintain an optimal capital structure to reduce the cost of capital; and to comply with all covenants agreed with the lenders to the Group. Compliance with covenants is further described in note 11.
When managing the capital, PPG will take into account the need for sufficient liquidity reserves to meet PPG's financial obligations.
Management determines that the current liquidity in the Group and the current liquidity forecasts as of 31.12.24 grants the Group enough resources to meets its obligations and continue with its current investment plan. Management continues to monitor the optimal capital structure going forward, depending on operational needs. In order to maintain or adjust the capital structure, the Group may return capital to shareholders, issue new shares or sell assets to repay debt.
5. Segments
Accounting principles
An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses. Furthermore, the entity's component's operating results are regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance, and thus separate financial information is available. The company has determined that the Board of Directors is collectively the chief operating decision maker.
Description
During 2024, the Group has increased its investments across a broad range of properties, both in Norway and Sweden. As of the end of the reporting period, the Group's real estate portfolio was comprised of retail properties; hotel properties; preschool properties; office properties and development properties with both commercial and residential use. The hotel segment has increased significantly over the course of 2024 due to the acquisition of Norlandia Holding AS (see Note 19 for further information).
Management has therefore identified five different segments, all of them held with a view to enter into lease agreements where the Group acts as a lessor.
Preschools
The Preschool segment consists of three preschool properties owned by PPG, located in Bergen and Oslo. Total lease income for the Preschool segment amounted to MNOK 6.9 in 2024, an increased from MNOK 6.7 in 2023. The increase is due to CPI adjustment of the rent. The fair property value based on third party valuation of the property owned by PPG per 31.12.24 was MNOK 109.0.
Retail Properties
The retail property segment constitutes of properties owned by the subsidiary Pioneer Retail Properties AS, which was established to procure and build facilities for retail properties, mainly for the Ferda group all over Norway. The segment consists currently of 8 retail properties owned by PPG. Total lease income for 2024 for the retail properties segment amounted to MNOK 34.6 with a fair property value based on third party valuations per 31.12.24 of MNOK 473.
Property Development
Pioneer Property Development AS develop general commercial real estate and housing. The segment consists of 8 development projects at the end of 2024, increased from 6 properties at the end of 2023.
Currently, the Group is building new premises of 2 000 m2 for Tesla in Evenes. The building will be let out on long term barehouse lease agreement. Annual lease when finished is expected to be MNOK 5.6 MNOK. The building of new premises for Tesla commenced in late 2023, and is expected to open in Q2 2025.
The existing development projects includes amongst others a greenfield area in Evenes, Nordland of 400 000 m2 close proximity to Harstad/Narvik airport in Northern Norway, in addition to a plot of 51 500 m2 , mainly used for parking. For 2023, the parking activity generated an income of MNOK 12,5. PPG also owns a parking lot close to Gardermoen Airport and acquired a greenfield area close to the new airport in Mo i Rana in 2024. Total lease income for 2024 for the development properties segment amounted to MNOK 19.8 with a fair property value based on third party valuations per 31.12.24 of MNOK 474.5.
Hotel Properties
The hotel properties segment included four hotels in Norway in the beginning of 2024. The hotels in this segment are rented out to Norlandia Hotel Group AS and Up North Hospitality AS, who has a management agreement with Norlandia Hotel Group, or directly to Norlandia Hotel Group. Norlandia Hotel Group operates the hotels on franchise agreements with leading hotel brands. Norlandia Hotel Group is owned by Hospitality Invest AS.
The properties are owned by subsidiaries of Pioneer Hotel Properties AS, which was established to acquire hotel properties through the downturn following the Covid-19 pandemic across the Nordics and Europe. The Hotel Properties segment consists of four hotel properties owned by PPG. Total lease income for 2024 for the Hotel Properties segment amounted to MNOK 68.9 with a fair property value based on third party valuations per 31.12.24 of MNOK 1,523.1. The rent has increased from MNOK 57.8 to 68.9 due to completed renovation of Forum and the acquisition of Norlandia Holding.
PPG also has established Up North Property AS, which is 90.1% owned by Pioneer Hotel Properties and 9.9% indirectly owned by Svein Arild Mevold, who was the previous CEO of Scandic Norway. Up North Property's strategy is to acquire hotel properties in the Nordics and Europe, where there is an opportunity to change the hotel's market position through reconfigurations and renovations of the hotel to adapt it to a changed hotel market. The hotels in Voss and Stavanger is owned through Up North Property AS, and the hotels of JV Västerkulla, Havna Tjøme and Scandic Forus is held as an joint venture investment.
Office Properties
The first office property was acquired in March 2022, a seven stories tall building in Bodø. PPG has an ownership of 52 % in the property, controlling the acquired subsidiary that owns the property. Total lease income for 2024 for the Office Properties segment amounted to MNOK 4.3 with a fair property value based on third party valuations per 31.12.24 of MNOK 63.
Other
"Other" includes activities and revenue in the parent company PPG that does not fall into the other categories.
The information provided to the chief operating decision maker during 2024 includes:
| Preschool | Retail | Development | Hotel | Office | |||
|---|---|---|---|---|---|---|---|
| NOK thousand | Properties | Properties | Properties | Properties | Properties | Other | Group |
| Contractual rental income | 6 652 | 34 581 | 20 316 | 68 390 | 4 344 | 150 | 134 433 |
| Other income | 377 | 377 | |||||
| Profit/loss (-) sale of property |
| Fair value adjustment on investment properties |
2 500 | -306 | -2 530 | 131 173 | 2 554 | - | 133 951 |
|---|---|---|---|---|---|---|---|
| Operating profit/loss (EBIT) | 9 039 | 28 670 | 4 483 | 180 783 | 5 969 | -4 987 | 223 958 |
| Investment properties | 109 000 | 473 000 | 474 528 | 1 523 078 | 63 000 | 2 642 606 | |
| Cash and cash equivalents | 3 877 | 5 696 | 17 856 | 46 256 | 8 | 186 573 | 260 265 |
. The comparative period for 2023 is stated below:
| Preschool | Retail | Development | Hotel | Office | |||
|---|---|---|---|---|---|---|---|
| NOK thousand | Properties | Properties | Properties | Properties | Properties | Other | Group |
| Contractual rental income | 6 719 | 33 327 | 11 891 | 52 450 | 3 774 | - | 108 227 |
| Other income | 5 287 | 5 287 | |||||
| Profit/loss (-) sale of property | 12 668 | 12 668 | |||||
| Fair value adjustment on investment properties |
-9 500 | -25 370 | 58 471 | -60 404 | -9 760 | - | -46 563 |
| Operating profit/loss (EBIT) | -3 436 | 502 | 65 467 | -5 236 | -6 966 | -3 746 | 46 585 |
| Investment properties | 106 500 | 438 000 | 385 756 | 766 000 | 61 000 | 1 757 256 | |
| Cash and cash equivalents | 6 852 | 8 105 | 30 737 | 23 953 | 354 | 42 332 | 112 331 |
6. Investment properties
Accounting principles
..
Property held with the purpose of achieving rental income, increase in value or both are classified as investment property. Investment property also include property under development for future use as investment property. Investment property is initially recognised at cost including transaction costs.
After initial recognition the investment property is subsequently recognised at fair value. Changes in fair value are presented in the consolidated statement of comprehensive income in the reporting period when change occurs.
Subsequent costs relating to investment property are included in the carrying amount if it is probable that they will result in future economic benefits for the investment property and the costs can be measured reliably. Expenses relating to operations and maintenance of the investment property are charged to the income statement during the financial period in which they are incurred.
Investment properties are derecognised when they are sold or are permanently out of operations and have no expected future economic benefit. All gains or losses relating to sales or disposal are presented as "other operating income" in the statement of comprehensive income the same year as disposal.
Critical accounting estimates
The investment properties are valued in accordance with the fair value method and all have been valued in accordance with valuation Level 3 in the fair value hierarchy (Level 3 - where inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs)), see also note 9.
The yield level of the property has been determined on the basis of the unique risk and transactions based on the respective locations.
At the end of the year, the Group commissioned external cash-flow valuations for the properties from an independent valuer, except some properties that are under development or immaterial. For these properties, the Management has estimated the property value. The property value is estimated on an individual basis using a combination of discounted cash-flow analysis and property yield level. When estimating the value, key metrics, such as price per sqm and rent levels, together with market transactions is used as reference points. The level of transactions thus influences the level of uncertainty in the assumptions used in the valuation.
The discounted cash flow method involves discounting future cash flows over a specified period using an estimated discount rate and then adding a residual value at the end of the period. Future cash flows are calculated on the basis of cash flows from signed leases, as well as estimated future cash flows based on an expected market rent at the end of the lease terms. The fair value of investment properties is therefore mainly affected by expected market rents, discount rates, inflation, and capex. Individual factors for the properties such as relevant country, the property's location in relation to a major city, net-population change, size of the property, year of build and whether the property is on leased land (Norwegian: festetomt) were applied to assess the yield for the respective property/location.
PPG provides comprehensive details on the properties, lease contracts, floor space, built year and details of any vacant premises, and up-to-date and comprehensive information about all ongoing and planned projects.
The external valuer has set the following net yields and market rent per square meter in their valuation report:
| Preschool | Retail | Development | Hotel | Office | ||
|---|---|---|---|---|---|---|
| Properties | Properties | Properties* | Properties | Properties | Total | |
| Net yield 2024 | 6.2% | 7.8% | 7.8% | 7.2% | 7.2% | 7.2% |
| Net yield 2023 | 6.2% | 7.6% | 8.1% | 6.0% | 6.4% | 6.8% |
| Market rent in NOK per sqm 2024 | 3 301 | 1 484 | n/a | 1 793 | 2 126 | 1 811 |
| Market rent in NOK per sqm 2023 | 3 214 | 1 215 | n/a | 2 211 | 2 102 | 1 872 |
*For the development property segment, the only property included is the property in Evenes which generates lease income from parking for the net yield calculation. The market rent per square meter is not relevant for this segment as most of the value is related to larger plots without buildings or rental income.
As of the end of the 2024 reporting period, the following gross yield for the investment properties is observed for the properties and the valuation of the properties implies the following gross yields:
| Preschool | Retail | Development | Hotel | Office | ||
|---|---|---|---|---|---|---|
| Properties | Properties | Properties | Properties | Properties | Total | |
| 8.0% - | ||||||
| Gross yield range 2024 | 4.8% - 6.7% | 7.3% - 9.4% | 8.0% | 5.7% - 9.0% | 7.3% - 7.3% | 4.7% - 9.0% |
| Weighted average gross yield 2024 | 6.4% | 8.3% | n/a | 7.6% | 7.3% | 7.7% |
| Gross yield range 2023 | 4.8% - 6.7% | 7.3% - 8.5% | n/a | 6.0% - 8.5% | 7.2% - 7.2% | 4.8% - 8.5% |
| Weighted average gross yield 2023 | 6.4% | 7.9% | n/a | 7.0% | 7.2% | 7.2% |
The calculated weighted average gross yield is based on annual contractual lease income of 2025 of MNOK 166.0 and is based on an CPI-adjustment of contractual lease of 2.4%.
Description
As of 31.12.24 the Groups investment property portfolio consists of three preschool properties, eight retail properties, seventeen hotel properties, one office property, two parking properties, a warehouse and different greenfield projects in Oslo, Rana, Evenes and Indre Østfold. The Group owns and manages a total area of approximately 114.500 square meters, not including associated companies and development properties.
Overview of account movements 2024
| Preschool | Retail | Development | Hotel | Office | ||
|---|---|---|---|---|---|---|
| NOK thousand | Properties | Properties | Properties | Properties | Properties | Group |
| Fair value in the beginning of | 106 500 | 438 000 | 385 756 | 766 000 | 61 000 | 1 757 256 |
| the year |
| Changes between segments | 46 222 | -46 222 | ||||
|---|---|---|---|---|---|---|
| Investment in subsidiaries | 6 084 | 131 324 | 632 104 | -544 | 768 958 | |
| /properties | ||||||
| Sale of operations | -17 000 | -9 420 | ||||
| Fair value adjustments on | 2 500 | -306 | 3 670 | 124 974 | 2 554 | 133 392 |
| investment properties | ||||||
| Fair value in the end of the year | 109 000 | 473 000 | 474 528 | 1 523 078 | 63 000 | 2 642 606 |
| Net change in unrealized gain | 2 500 | -306 | 3 670 | 124 974 | 2 554 | 126 872 |
The segment of hotel properties represented the biggest share of value of properties in the Group at year end of 2024. The largest acquisitions in 2024 were purchase of additional shares in Norlandia Holding AS representing a property value of MNOK 708. Included in the property value of MNOK 708 is a tax value adjustment of MNOK 86.0 related to deferred tax of the properties. This has has been positively affecting the profits of the group through a fair value adjustment.
For the retail property segment, the divestment of Døvikveien 22, in addition to a negative fair value adjustment resulted in a fair value year end of MNOK 473.0.
With respect to the development properties, the purchase of 650 parking spaces in Gardermoen, the building of Tesla Evenes and 550 new parking spaces in Evenes represented an investment of MNOK 131.3.
In summary the total Group's portfolio as of 31 December 2024 was valued to MNOK 2 642.6 MNOK, an increase from MNOK 1 757.3 from year-end 2023.
Overview of account movements 2023
As of 31.12.23 the Groups investment property portfolio consisted of three preschool properties, seven retail properties, four hotels in Norway, one office property, one large parking lot and a warehouse, and land in Oslo, Rana, Evenes and Indre Østfold. The Group owns and manages a total area of approximately 60.500 square meters, not including associated companies and development properties
| Preschool | Retail | Development | Hotel | Office | ||
|---|---|---|---|---|---|---|
| NOK thousand | Properties | Properties | Properties | Properties | Properties | Group |
| Fair value in the beginning of | 116 000 | 461 000 | 227 681 | 924 029 | 70 000 | 1 798 710 |
| the year | ||||||
| Investment in subsidiaries | 2 370 | 115 516 | 51 693 | 760 | 170 338 | |
| /properties | ||||||
| Effect of curr. exch. differences | 11 653 | 11 653 | ||||
| in foreign operations | ||||||
| -15 912 | -160 970 | -176 882 | ||||
| Sale of operations | ||||||
| Fair value adjustments on | -9 500 | -25 370 | 58 471 | -60 404 | -9 760 | -46 563 |
| investment properties | ||||||
| Fair value in the end of the year | 106 500 | 438 000 | 385 756 | 766 000 | 61 000 | 1 757 256 |
| Net change in unrealized gain | -9 500 | -22 000 | 58 471 | -60 404 | -9 760 | -46 563 |
Commitments
As of the end of the 2024, the refurbishments ongoing in Forum Hotel and Guard Hotel has been completed. There is a planned renovation of Park Hotel Vossevangen. Until the hotel is renovated, there is limited rent income contributions from the property as the rent is based on a lower percentage of the hotel turnover in the renovation period, agreed with its tenant. When renovation is completed, the annual minimum rent will increase, as well the turnover-based rent.
Total property operating expenses
The Group did not incur any direct operating expenses (including repairs and maintenance) in any investment property that did not generate rental income during the 2024 and 2023 reporting periods. As for the investment properties that did generate rental income during the 2024 and 2023 reporting periods, there were no material direct operating expenses incurred during the period, as most of the contracts are triple net (i.e. net of insurance, taxes and maintenance).
Climate related matters
Storms and floods are long-term risks, with potential to inflict physical damage to properties, something that could severely reduce property value. However, all properties are insured. In general, extreme weather, flood and drought are potential risks to our business. Two years ago, a flood in Voss caused damage on some equipment and installations, however all costs have been covered by the insurance company. However, climate change and extreme weather lead to increased insurance cost. Another flood occurred in 2024, thankfully it did not reach the same levels as in 2022, making no damage to the property.
Sensitivity analysis
A property analysis is an estimate of the value that an investor is willing to pay for the property at a given time. The valuation is made on the basis of generally accepted models and certain assumptions on different parameters.
The tables below give an indication of the effects on the value of the property portfolio if yield levels change with 0.5% or rental income change with 5% NOI is defined as net operating income, meaning all revenue from properties minus all reasonable operating expenses.
Preschool properties
As of 31 December 2024, the Group had the following sensitivity to changes in these identified significant inputs:
| NOK million | Yield sensitivity | ||||
|---|---|---|---|---|---|
| -0,5% | 0,0% | 0,5% | |||
| -5 % | 112 | 104 | 96 | ||
| NOI sensitivity | 0 % | 118 | 109 | 101 | |
| 5 % | 124 | 114 | 106 |
Preschool properties - Comparative period 2023
As of 31 December 2023, the Group had the following sensitivity to changes in these identified significant inputs:
| NOK million | Yield sensitivity | |||
|---|---|---|---|---|
| -0,5% | 0,0% | 0,5% | ||
| -5 % | 110 | 101 | 94 | |
| NOI sensitivity | 0 % | 116 | 107 | 99 |
| 5 % | 121 | 112 | 104 |
Retail properties
As of 31 December 2024, the Group had the following sensitivity to changes in these identified significant inputs:
| NOK million | Yield sensitivity | ||||
|---|---|---|---|---|---|
| -0,5% | 0,0% | 0,5% | |||
| -5 % | 478 | 449 | 424 | ||
| NOI sensitivity | 0 % | 503 | 473 | 446 | |
| 5 % | 529 | 497 | 468 |
Retail properties - Comparative period 2023
As of 31 December 2023, the Group had the following sensitivity to changes in these identified significant inputs:
NOK million Yield sensitivity
| -0,5% | 0,0% | 0,5% | ||
|---|---|---|---|---|
| -5 % | 444 | 416 | 391 | |
| NOI sensitivity | 0 % | 468 | 438 | 412 |
| 5 % | 491 | 460 | 433 |
Development properties
The fair value of the properties classified as property development use the same significant unobservable inputs as the other categories presented. However, for this segment, most of the properties does not generate lease income. The valuation of the properties in this segment is not to the same extent as the other segments yield based valuations. Hence, sensitivity regards change in yield and NOI is not considered relevant.
Hotel properties
As of 31 December 2024, the Group had the following sensitivity to changes in these identified significant inputs:
| NOK million | Yield sensitivity | ||||
|---|---|---|---|---|---|
| -0,5% | 0,0% | 0,5% | |||
| -5 % | 1 548 | 1 446 | 1 357 | ||
| NOI sensitivity | 0 % | 1 630 | 1 522 | 1 428 | |
| 5 % | 1 711 | 1 599 | 1 500 |
Hotel Properties - Comparative period 2023
As of 31 December 2023, the Group had the following sensitivity to changes in these identified significant inputs:
| NOK million | Yield sensitivity | |||
|---|---|---|---|---|
| -0,5% | 0,0% | 0,5% | ||
| -5 % | 784 | 728 | 679 | |
| NOI sensitivity | 0 % | 825 | 766 | 715 |
| 5 % | 866 | 804 | 751 |
Office properties
As of 31 December 2024, the Group had the following sensitivity to changes in these identified significant inputs:
| NOK million | Yield sensitivity | |||
|---|---|---|---|---|
| -0,5% | 0,0% | 0,5% | ||
| -5 % | 64 | 60 | 56 | |
| NOI sensitivity | 0 % | 68 | 63 | 59 |
| 5 % | 71 | 66 | 62 |
Office properties – Comparative period 2023
As of 31 December 2023, the Group had the following sensitivity to changes in these identified significant inputs:
| NOK million | Yield sensitivity | |||
|---|---|---|---|---|
| -0,5% | 0,0% | 0,5% | ||
| -5 % | 62 | 58 | 54 | |
| NOI sensitivity | 0 % | 66 | 61 | 57 |
| 5 % | 69 | 64 | 60 |
7. Projects in progress, investment properties
Accounting principles
The Group measures its investment properties under development ("project in progress, investment properties") following the same fair value model as for the investment property. There have been no adjustments to the fair value in 2024 and management anticipates that historical cost reflects the fair value of the projects in progress. For the current projects in progress, the cost is mainly related to groundworks and engineering in Evenes and Brennemoen, costs that are likely to be compensated with approximately the same amount as the historical cost of the ground works.
Description
.
.
| Project in progress, investment properties | ||
|---|---|---|
| NOK in thousand | 2024 | 2023 |
| Cost 1 January | 35 513 | 739 |
| Additions | 6 109 | 34 774 |
| Completed projects, transferred to investment properties | -3 143 | |
| Carrying value 31 December | 38 480 | 35 513 |
The completed projects that has been transferred to investment properties is mainly the construction of 550 new parking spaces in Evenes.
The project in progress is mainly related to groundworks of the plots in Evenes, and the Studio City Project in Brennemoen, Indre Østfold.
8. Associated companies and joint ventures
Accounting principles
Associated companies are all entities over which the company has significant influence, but not control or joint control. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but without the ability to have control over those policies.
Joint ventures are those companies that are jointly controlled by the Group and another party.
Investments in associates and joint ventures are accounted for using the equity method of accounting, after initially being recognized at cost.
Description
Kongsparken AS - joint venture
Kongsparken AS was established 11 September 2020 by Eiendomsselskapet Ranheim AS and the Group. Both owns 50% of the company and contributed each with kroner 50.000. Kongsparken AS have acquired an old closed school, which shall be demolished and replaced by approximately 400 apartments.
The Group is controlling 50 of the votes in the Board of Directors. The project management and daily operations are performed by Eiendomsselskapet Ranheim AS, thus it is PPG consideration that the group does not have control in Kongsparken.
Forus Holdco AS - joint venture
Forus Holdco AS was established by Vico Eiendom AS and Up North Property AS to acquire 100 % of the shares in Forusveien 31 - Hotell AS from Vico Eiendom AS. Forusveien 31 - Hotell AS owns Scandic Forus Hotel in Stavanger municipality. The hotel is let out to Scandic Hotels AS The owners of Vico Eiendom AS is Hauglandgruppen, a family office located in Bergen.
The Group is controlling 50 % of the votes in the Board of Directors. Project management and daily operations are performed by Hauglandgruppen. It is the Group's evaluation that PPG does not have control in Forus Holdco AS, and the investment is regarded as an associated company. Forus Holdco AS was acquired on 29.12.2021.
Ramstadsletta Utvikling AS – associated company
During the first half of 2021 PPG, through Pioneer Development AS, acquired a 49 000 m2 plot together with local partners at Ramstadsletta in Bærum, Norway. The plot has an expected potential to develop around 70 000 m2 of residential and commercial real estate, and PPG has an ownership in the project of 40.08% as of 31.12.2024. Daily operations is carried out by ORO Eiendom as business manager, which also holds a 10% share of the company. PPG Is represented in the board, wich consists of four members. It is the Group's evaluation that PPG does not have control in Ramstadsletta Utvikling AS and is treated as an associated company.
JV Havna Tjøme AS – associated company
PPG established JV Havna Tjøme AS with Rica Eiendom AS. JV Havna Tjøme AS is regarded as an associated company. The joint venture company, acquired Havna Tjøme Hotel based on a property value of MNOK 78, settled through a vendor note. The hotel will undergo refurbishment, expected to be financed by obtaining bank financing. The net profit in the company was MNOK 2.5 and the total book value of equity was MNOK 3.5. The company is treated as an associated company.
Pancom AS – associated company
Pancom is an investment company within the real estate and construction sector. With the purchase of additional shares in Norlandia Holding, the Group increased indirectly its investment to Pancom and Pancom is by year end 2024 recognized as an associated company.
Vossevangen utvikling AS – associated company
In July 2023, PPG acquired 41,49% of the shares in Vossevangen Utvikling. The company owns three properties in Voss which shall be developed to residentials. The company has four board members, where PPG has one representative in the board. It is the Group's evaluation that PPG does not have control in Vossevangen Utvikling and the company is regarded as an associated company.
JV Nordväst Fastighet AB - joint venture
In July 2023 PPG acquired 50,00% of the shares in JV Norväst AB. JV Nordväst AB was established together with the Swedish property company Västerkulla Hotell Holding AB, and has acquired three hotels in Jönköping, Eskilstuna and Helsingborg, a total of 319 hotel rooms and 13.551 sqm. The net profit in the company was MSEK 4.9 and the total book value of equity was MSEK 159.6.
The Group is controlling 50 % of the votes in the Board of Directors. Project management and daily operations are performed by Västerkulla Hotell Holding AB. It is the Group's evaluation that PPG does not have control in JV Nordväst Fastighet AB and is regarded as an associated company.
Strand Hotell Borgholm AB - joint venture
PPG sold 50% of the shares in Strand Hotell Borgholm to Norlandia Fastighet AB in December 2023. The sale of the 50% share and reclassification in the accounts to joint venture company was made in December 2023.
The company owns a hotel property in Sweden. The net profit in the company was MSEK 2.1 and the total book value of equity was MSEK 4.6. The Group is controlling 50 % of the votes in the Board of Directors. Project management and daily operations are performed by Norlandia Fastighet AB. It is the Group's evaluation that PPG does not have control in Strand Hotell Borgholm AB and the company is regarded as an associated company.
Köping Hotellfastighet AB - joint venture
PPG sold 50% of the shares in Köping Hotellfastighet AB to Norlandia Fastighet AB in December 2023. The sale of the 50% share and reclassification in the accounts to joint venture company was made in December 2023.
The company owns a hotel property in Sweden. The net profit in the company was MNOK 1.6 and the total book value of equity was MSEK 6.9. The Group is controlling 50 % of the votes in the Board of Directors. Project management and daily operations are performed by Norlandia Fastighet AB. It is the Group's evaluation that PPG does not have control in Köping Hotellfastighet AB and the company is regarded as an associated company.
Norlandia Holding AS – associated company
Norlandia Holding is an investment company within hotels and development properties. Through its subsidiaries the company owns 21 properties and has 9 associated companies. At year end 2023 PPG held 47,80% of the shares in Norlandia Holding AS. In October 2024, PPG acquired an additional 37.20% of the shares increasing its holdings to 85,00%. The company was held as an associated company in the accounts until the purchase in October 2024. After the transaction, Norlandia Holding AS is treated as an subsidiary. For further information, please refer to note 19.
The effects from purchase/recognition of Norlandia Holding of associated company to a subsidiary is shown in the table below
| Norlandia Holding | |
|---|---|
| NOK thousand | Associate |
| Associated companies | -184 128.8 |
| Income as associate P&L | 9.0 |
| Loss by derecgnition P&L | 12.5 |
As of year end, the Group's shares of the financial positions in the companies owned is shown below:
| NOK thousand | 31.12.2024 | 31.12.2023 |
|---|---|---|
| Goodwill | ||
| Deferred tax | -22 092 | -78 245 |
| Licenses, patents, rights | 17 648 | 18 348 |
| Investment property and other investment | 1 664 115 | 1 313 630 |
| Other non-current loans | 277 839 | 207 306 |
| Other non-current assets | - | 84 904 |
| Cash | 63 195 | 82 721 |
| Other current assets | 35 567 | 4 160 |
| Borrowings (current and non-current) | -1 126 379 | -1 203 064 |
| Other current liabilities | -311 314 | -28 120 |
| Net assets | 598 219 | 401 640 |
| Share of ownership | 286 667 | 372 663 |
| Distribution of loss unevenly between share classes | ||
| Carrying amount (at percentage of part. by the Group) | 286 667 | 372 663 |
Changes in the Group's carrying amount in the periods:
| NOK thousand | 2024 | 2023 |
|---|---|---|
| Carrying amount at 01.01 | 372 663 | 107 100 |
| Invested capital/Gain of control (-) in Norlandia Holding AS | -193 184 | 92 884 |
| Invested/repaid (-) capital in Ramstadsletta Utvikling AS | 1 002 | -2 695 |
| Interest free loan to Ramstadsletta Utvikling AS (refer to note 20) | - 3 256 | -1 811 |
| Invested capital in JV Havna Tjøme AS | 500 | - |
| Invested capital in other associated companies | 13 535 | - |
| Sale of 1% share in Kongsparken | -1 | - |
| Sale of 1% share in Kongsparken | - | -3 377 |
| Invested capital in Vossevangen Utvikling AS | - | 9 921 |
| Invested capital in JV Nordväst Fastighet AB | - | 62 903 |
| Invested capital in Köping Hotellfastighet AB | - | 21 619 |
| Invested capital in Strand Hotell Borgholm AB | - | 36 895 |
| Share of gain in joint ventures and associated companies | 8 582 | 49 223 |
| Carrying amount at 31.12 | 286 667 | 372 663 |
|---|---|---|
The share of profit (loss) is calculated in the following table, showing the breakdown by Joint Ventures (JV) and associated companies and its contribution to the current year consolidated income statement of the Group, for the year 2024:
| JV | JV | JV | JV | JV | |
|---|---|---|---|---|---|
| NOK | Kongsparken | JV Nordväst | Forus Holdco | Köping Hotellfastighet | Strand Hotell |
| thousand | AS | Fastighet AB | AS | AB | Borgholm AB |
| Net income | -2 826 | 4 862 | 334 | 1 539 | 3 152 |
| The Group' share of ownership | 49,00 % | 50,00 % | 50,00 % | 50,00 % | 50,00 % |
| Share of profit or loss in the | |||||
| owner period | -1 413 | 2 432 | 167 | 770 | 1 576 |
| Associates | Associates | Associates | Associates | Associates | Associates | ||
|---|---|---|---|---|---|---|---|
| Norlandia | Norlandia | ||||||
| NOK | Ramstadsletta | Vossevangen | JV Havna | Pancom | Holding | Holding AS | |
| thousand | Utvikling AS | Utvikling AS | Tjøme AS | AS | associates (15.10.24 – 31.12.24) |
(1.1.24 – 15.10.24) | Total |
| Net income | -9 913 | - 967 | 2 518 | 0 | -540 | 18 945 | 55 535 |
| The Group' share of | |||||||
| ownership | 40,08 % | 41,49 % | 50% | 23,80% | * | 47,80% | |
| Share of profit or loss | |||||||
| in the owner period | -3 973 | 302 | 1 259 | 0 | -289 | 9 056 | 9 282 |
*consist of 11 associates.
.
Share of profit (loss) is calculated in the following table, showing the breakdown by joint venture and associates and its contribution to the current year consolidated income statement of the Group, for the comparative year 2023 is calculated as:
| JV | JV | JV | JV | JV | |
|---|---|---|---|---|---|
| NOK | Kongsparken | JV Nordväst | Forus Holdco | Köping Hotellfastighet | Strand Hotell |
| thousand | AS | Fastighet AB | AS | AB | Borgholm AB |
| Net income | 3 174 | 23 132 | 5 798 | ||
| The Group' share of ownership | 50,00 % | 50,00 % | 50,00 % | 50,00 % | 50,00 % |
| Share of profit or loss in the owner period |
-1 587 | 11 566 | 2 899 |
| Associates | Associates | Associates | Associates | ||
|---|---|---|---|---|---|
| NOK | Ramstadsletta | Vossevangen | Bm3 | Norlandia | |
| thousand | Utvikling AS | Utvikling AS | Eiendom AS | Holding AS | Total |
| Net income The Group' share of ownership |
84 754 40,08 % |
41,49 % | 146 50% |
10 083 47,80% |
120 738 |
|---|---|---|---|---|---|
| Share of profit or loss in the owner period |
33 969 | 45 | 2 332 | 49 147 |
9. Financial Instruments
Accounting principles
A financial instrument is a contract that gives rise to both a financial asset for one entity and a financial liability or equity instrument for another entity. Financial instruments are generally recognized as soon as the group becomes a party to the terms of the financial instrument.
Financial assets
.
Financial assets include cash and cash equivalents, trade receivables and other loans and receivables. Financial instrument classification is based on the business model in which the instruments are held as well as the structure of the contractual cash flows.
Financial assets measured at amortized cost
Financial assets measured at amortized cost in the Group consist of loans and receivables, trade receivables or cash and cash equivalents.
After initial recognition, these financial assets are measured at amortized cost using the effective interest method less impairment.
Financial assets measured at fair value through profit or loss
Financial assets measured at fair value through profit or loss, comprise financial assets whose cash flows do not relate solely to payments of interest and repayments of principal on the outstanding nominal amount. Gains or losses on these financial assets are recognized through profit or loss.
Financial liabilities
Financial liabilities regularly give rise to a redemption obligation in cash or another financial asset. These include in particular bonds and other securitized liabilities, trade payables, liabilities to banks, liabilities to affiliated companies and derivatives designated as hedges. Financial liabilities are classified into the following categories:
- Financial liabilities measured at fair value through profit or loss, and
- Financial liabilities measured at amortized cost.
Upon initial recognition, all financial liabilities are measured at fair value. Trade payables and other non-derivative financial liabilities are generally measured at amortized cost using the effective interest method.
Fair Value
The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Financial instruments and investment properties that are measured at fair value in the financial statements require disclosure of fair value measurements by level based on the following fair value measurement hierarchy:
- Level 1 quoted prices (unadjusted) in active markets for identical assets and liabilities;
- Level 2 inputs other than quoted prices included within level 1 that are observable for the asset or liability either directly (that is, as prices) or indirectly (that is, derived from prices); and
- Level 3 inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
Critical accounting estimates
For the shares of Hsopitality Invest and Pancom, the estimated value is based on assumptions of future cash flow in the companies and its subsidiaries. Both companies are investment companies, Pancom within the real estate and construction sector, and Hospitality Invest within Care, Staffing and Hotel Operations. Key metrics such as pricing in recent capital raise, yield, future cash flow and EBITDA-multiples are assessed to estimate the value of the investments. With the purchase of additional shares in Norlandia Holding, the Group increased indirectly its investment to Pancom and Hospitality Invest. By year end 2024, Pancom is recognized as an Associate company. For Hospitality Invest, in addition to the estimates made, the book value of equity of the company is used as a reference point, of which the financial statements have been prepared in accordance with International Financial Reporting Standards.
Specification of financial assets and liabilities:
The Group holds the following financial assets and liabilities:
| NOK thousand | 31.12.2024 | 31.12.2023 |
|---|---|---|
| Financial assets at amortised cost | ||
| Loan to associated companies | 87 201 | 72 523 |
| Loan to other companies | 36 187 | 6 736 |
| Cash and cash equivalents | 260 265 | 112 331 |
| Trade and other receivables | 64 451 | 53 836 |
| Financial assets at fair value through profit or loss | ||
| Other investments 1) | 68 542 | 117 576 |
| Other Shares 2) | 24 492 | 44 391 |
| Sum | 541 138 | 411 956 |
| Financial liabilities at amortised cost | ||
| Borrowings | 1 951 768 | 1 149 120 |
| Other current liabilities | 221 634 | 75 492 |
| Sum | 2 173 402 | 1 224 612 |
1) Other investments are measured at fair value as level 1 in the fair value hierarchy in accordance with quoted prices
2) Other Shares included other investments in shares where the company have no significant influence or control, which is measured according to level 3 in the hierarchy.
Specification of investments measured at fair value held as of 31 December 2024:
1) Bonds are measured at fair value as level 2 in the fair value hierarchy in accordance with observed prices.
2) Funds are measured at fair value as level 1 in the fair value hierarchy in accordance with quoted prices.
3) Investments in shares where the company have no significant influence or control, is measured according to level 3 in the hierarchy. The shares are not traded, not quoted.
| 3) | ||||||
|---|---|---|---|---|---|---|
| Hospitality | 3)Pancom | |||||
| NOK thousand | 1) Bonds | 2) Funds | Invest AS | AS* | 3) Other | Total |
| Fair value beginning of | ||||||
| year | 62 620 | 54 956 | 13 650 | 30 741 | 0 | 161 967 |
| Purchase in 2024 | 10 319 | 58 859 | 523 | 69 701 | ||
| Sold in 2024 | -49 034 | -49 034 | ||||
| Fair value adjustments | 421 | -3 950 | -3 529 | |||
| Derecognition from | ||||||
| Investment, to associate | -85 651 | -85 651 | ||||
| Fair value year end | 62 620 | 5 922 | 23 969 | 0 | 523 | 93 454 |
*Pancom AS is recognized as associated company as of 31.12.2024 with a value of MNOK 85.7.
Specification of investments measured at fair value held as of 31 December 2023:
| NOK | 3) Hospitality | ||||
|---|---|---|---|---|---|
| thousand | 1) Bonds | 2) Funds | Invest AS | 3)Pancom AS | Total |
| Fair value in the beginning of the year | 62 000 | 56 954 | 18 212 | 30 741 | 167 907 |
| Purchase in 2023 | 9 071 | 9 071 | |||
| Sold in 2023 | -13 015 | -13 015 | |||
| Fair value adjustments | 620 | 1 946 | -4 562 | -1 996 | |
| Fair value in the end of the year | 62 620 | 54 956 | 13 650 | 30 741 | 161 967 |
10. Cash and cash equivalents
Accounting principles
Cash comprises demand deposits. Cash equivalents are short-term, highly liquid investments that are convertible to cash in three months or less to known amounts of cash and which are subject to an insignificant risk of changes in value. The Group had no cash equivalents as of the end of the periods presented.
Description
.
Cash and cash equivalents include bank deposits:
| NOK in thousand | 31.12.2024 | 31.12.2023 |
|---|---|---|
| Bank deposits | 260 265 | 112 231 |
| Total | 260 265 | 112 231 |
All interest income relates to interest on bank deposits.
The bank deposits include restricted cash related to tax withholding account of TNOK 578 per 31 December 2024 (TNOK 241 per 31 December 2023).
11. Borrowings
Accounting principles
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost using the effective interest method.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.
Description
Borrowings and available cash and cash equivalents constitute the capital of the Group. The Group's main source of financing are bank loans and trade credit.
The Group had the following borrowing as of 31 December 2024:
| NOK thousand | 31.12.2024 | 31.12.2023 |
|---|---|---|
| Non-current | ||
| Commercial bank loans | 1 704 115 | 881 902 |
| Other loans | 175 863 | 28 799 |
| Total | 1 879 978 | 910 701 |
| NOK thousand | 31.12.2024 | 31.12.2023 |
|---|---|---|
| Current | ||
| Commercial bank loans | 53 033 | 122 503 |
| Other loans | 36 | 100 692 |
| Total | 53 069 | 223 195 |
| NOK thousand | 31.12.2024 | 31.12.2023 |
| Total non-current and current | ||
| Commercial bank loans | 1 757 148 | 1 004 405 |
| Other loans | 175 899 | 129 491 |
| Total | 1 933 047 | 1 133 896 |
The borrowings the Group holds as of the end of 2024 and 2023 are linked to the investment properties owned by the Group. The following assets have been pledged as security for liabilities:
| NOK thousand | 31.12.2024 | 31.12.2023 |
|---|---|---|
| Investment property | 2 631 956 | 1 792 909 |
| Total pledged assets | 2 631 956 | 1 792 909 |
For the properties that are pledged as security for liabilities, the amount pledged corresponds to the fair value of the investment properties. (see note 6 for further information).
Relevant terms and conditions
Out of the total amortised cost value of all borrowings held as of 31.12.2024, MNOK 37.9 have a fixed annual interest rate that ranges from 0 to 3%. The rest of the borrowings are subject to an interest rate structure that is comprised of a variable interest rate based on the 3-month NIBOR plus a margin that typically approximates 2-3% annually. On average, the annual average interest rates realised for 2024 has been 7,26%. All loans are denominated in NOK.
See note 4 for the maturity of financial liabilities at the end of the period, and for a description of the financial risks arising from changes in the interest rates.
Compliance with covenants
The borrowing agreements typically include covenants that the Group must fulfil. The nature and characteristics of the covenants vary from agreement to agreement, but the typical financial covenants are loan-to-value ratios ranging from 60 to 65%; and minimum liquidity requirements in the subsidiary that is the counterparty to the borrowing agreement with the lender. The typical measurement date for the company's Loan to Value covenants and minimum liquidity requirements is December 31, 2024. There are also change-of-control clauses as covenants in the lending agreements. The Group has numerous covenants as each subsidiary has separate lending agreements with different terms. The loan-to-value covenants that the Group has is the following:
| Company | LTV - requirement | Current LTV |
|---|---|---|
| Guard Hotel AS | Max. 60% | 54% |
| Pioneer Retail Properties (Ås Næring AS and Askjem Eiendom AS | Max. 65% | 61% |
| Norlandia Holding AS | Max. 65% | 60% |
Management has determined that, as of the end of the 2024 reporting period, the Group is in compliance with all the covenants required by the lenders.
Changes in borrowings from financing activities:
| NOK thousand | Non-current borrowings | Current borrowings | Total |
|---|---|---|---|
| At 1 January 2024 | 925 924 | 223 195 | 1 149 120 |
| Cash flows | |||
| Cash flow received | 774 110 | 397 730 | |
| Repayments | -140 355 | -223 195 | -232 056 |
| Non-cash: | |||
| Borrowing classified as non-current at 31 December | |||
| 2023 becoming current during 2024 | -53 033 | 53 033 | - |
| Purchase of operations | 388 757 | 387 387 | |
| Interest | 3 331 | 3 331 | |
| At 31 December 2024 | 1 898 734 | 53 033 | 1 951 768 |
| At 1 January 2023 | 834 869 | 137 087 | 971 955 |
| Cash flows | |||
| Cash flow received | 397 730 | 397 730 | |
| Repayments | -94 969 | -137 087 | -232 056 |
| Non-cash: | |||
| Reclassification from 2022 to 2023 | -14 060 | ||
| Borrowing classified as non-current at 31 December | |||
| 2022 becoming current during 2023 | 16 243 | 1 326 | 17 569 |
| Purchase of operations | 16 243 | 1 326 | 17 569 |
| Interest | 7 982 | 7 982 | |
| At 31 December 2023 | 925 924 | 223 195 | 1 149 120 |
12. Other current liabilities
.
| NOK in thousand | 31.12.2024 | 31.12.2022 |
|---|---|---|
| Trade payable | 37 021 | 36 503 |
| Government taxes | 421 | -1 703 |
| Accrued interest | 14 636 | 12 665 |
| Dividend | 9 701 | 34 200 |
| Accrued cost, Prepaid revenues | 797 | 1 482 |
| Other current liabilities | 173 805 | 7 052 |
| Total other current liabilities | 236 383 | 90 200 |
Dividend relates to Q4 2024 dividend approved by the board 12. October 2024, with payment date in January 2025 Other current liabilities relates to share capital reduction by redemption of ordinary shares with payment date in January 2025.
13. Rental income
Accounting principles
The Group enters into lease agreements where it acts as a lessor. This constitutes the Group's main source of income. This constitutes the Group's main source of income. All leases held by the Group are considered operating leases. This is the case because, even though lease agreements have a typical duration of several years, the lease term is substantially shorter than the asset's economic life, and the minimum lease payments does not amount to substantially all of the fair value of the investment property. Management has not identified any other indications that the Group has transferred substantially all of the risks and rewards incidental to ownership of its investment properties.
Revenue consists of rental income, which is typically recognised on a straight-line basis over the period of the lease agreements with its lessees (see note 3 for further information). Revenues are presented net of VAT, discounts, and rebates. Service charge expenses are charged to tenants and recognised in the balance sheet together with payments on account of tenants, and therefore does not affect the result beyond an administrative premium recognised under revenue.
Description
.
The group holds twenty-nine revenue generating properties per year end, in general leased out on long-term triple net contracts.
The group is the lessor of investment properties. The group's contractual rental income is distributed as follows, where the numbers are adjusted annually to reflect the change in CPI. The rent in the table below are adjusted with an annual CPIadjustment of 2%:
| NOK in thousand | 31.12.2024 | 31.12.2023 |
|---|---|---|
| Within 1 year | 153 591 | 101 425 |
| Year 2 | 141 966 | 102 442 |
| Year 3 | 144 039 | 104 491 |
| Year 4 | 140 992 | 101 520 |
| Year 5 | 138 106 | 98 709 |
| After 5 years | 884 573 | 777 776 |
| Total | 1 603 267 | 1 384 270 |
The Group typically rents out the investment properties to tenants on long term triple-net contracts where the operator has the main responsibility for annual maintenance, insurance, and other directly related property. All agreements are fully adjusted annually to reflect the change in CPI. However, the hotel investment properties typically have the characteristic that rental income is subject to certain positive variables over an agreed minimum lease payment: lease payments are based on the highest of a minimum rent and a percentage of the hotel's turnover.
All revenue during 2024 and 2023 has been originated in Norway and Sweden.
14. Employee expenses and management remuneration
| NOK | 2024 | 2023 |
|---|---|---|
| Salary | 7 963 725 | 6 091 596 |
| Payroll tax | 1 350 637 | 967 781 |
| Pension benefits | 289 339 | 94 012 |
| Other benefits | 61 483 | 104 016 |
| Total salary and pension costs | 9 665 184 | 7 257 505 |
| Average Employees | 5 | 4 |
The remuneration to the management in 2024:
| Other | |||||
|---|---|---|---|---|---|
| NOK | Salary | benefits | Bonus* | Pension benefits | Total compensation |
| John Ivar Busklein (CEO) | 585 040 | - | 176 667 | 8 685 | 770 392 |
| Øystein B. Grini (CFO) | 1 503 000 | 4 392 | 30 952 | 1 38 344 | |
| Total management remuneration | 2 088 040 | 4 392 | 176 667 | 39 637 | 2 308 736 |
*The bonus was paid in Q1 2025.
The remuneration to the management in 2023:
| Other | |||||
|---|---|---|---|---|---|
| NOK | Salary | benefits | Bonus | Pension benefits | Total compensation |
| John Ivar Busklein (CEO) | 560 048 | - | 166 667 | 8 204 | 734 919 |
| Øystein B. Grini (CFO) | 1 416 000 | 4 392 | 126 000 | 26 312 | 1 572 704 |
| Total management remuneration | 1 976 048 | 292 667 | 34 516 | 2 307 623 |
John Ivar Busklein has been CEO of Pioneer Property Group ASA in a part time position at 28,4%.
No member of the management has in their agreement that they will get any right to compensation after termination of employment. No loans or guarantees have been given to any members of the management, the Board of directors or other corporate bodies.
The board of directors of PPG has prepared a determination of salary and other remuneration to the executive management, in accordance with applicable law. The declaration includes the policies which PPG uses for the determination of salary and other remuneration to its executive management in the calendar year 2024 as published on the company's web page pioneerproperty.no.
The remuneration to the Board of Directors:
| NOK | 2024 | 2023 |
|---|---|---|
| Roger Adolfsen (Charirman of the board) | 100 000 | 120 000 |
| Geir Hjorth (board member) | 110 000 | 130 000 |
| Sandra Riise (board member) | 110 000 | 130 000 |
| Ane Carlsen (board member) | 90 000 | |
| Even Carlsen (resigned board member) | 10 000 | 110 000 |
| Nina Høisæter (board member) | 110 000 | 130 000 |
| Total remuneration | 530 000 | 620 000 |
15. Other operating expenses
| NOK in thousand | 2024 | 2023 |
|---|---|---|
| Accounting fees, auditing, legal expenses and other fees | 8 440 | 10 799 |
| Other operating expenses | 11 193 | 7 561 |
| Total other operating expenses | 19 633 | 18 360 |
Fees from the auditor:
.:
.
.
| Fees from the auditor | |
|---|---|
| ----------------------- | -- |
| NOK in thousand | 2024 | 2023 |
|---|---|---|
| Auditing fees | 3 529 | 2 393 |
| Other fees from the auditor | 18 | 0 |
| Total auditing fees | 3 547 | 2 393 |
16. Other financial gains (losses)
| NOK thousand | 2024 | 2023 |
|---|---|---|
| Currency gain/loss | 236 | 2 227 |
| Gain on sale shares | 9 527 | - |
| Gain on sale bonds | 421 | 1 985 |
| Loss on sale funds | - | - |
|---|---|---|
| Loss on sale of properties | -61 | -61 |
| Changes in fair value (see note 9) | -11 645 | -1 996 |
| Other adjustments | 6 672 | -20 867 |
| Other financial income | 38 | 456 |
| Other financial expenses | 7 675 | 0 |
| Sum | 12 924 | -18 255 |
The gain on sale of shares is related to sale of shares in Holberg kreditt, Døvikveien 22 AS and 10% of the shares in Evenes Holding AS.
Other adjustments are related to increased value of the option to buy additional land in Brennemoen.
Write down of receivables to B-G Entreprenør AS (previous tenant in BM3 Eiendom AS) is presented as other financial expenses.
The change in fair value is mainly related to the shares in Pancom AS.
17. Income taxes
Accounting principles
The tax expense for the period comprises current and deferred tax.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the company and its subsidiaries operate and generate taxable income.
Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences can be utilized.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.
The Group has applied the main rule for recognition of deferred tax in connection with the purchase of shares in property companies that are not acquired through a business combination. This means that deferred tax is recognised as the difference between the tax value and accounting value of investment property in the subsidiary, and value changes of the investment property. Not recognised deferred tax linked to initial recognition exemption for investment properties per 31 December 2024 is MNOK 162.8 (MNOK 155.5 in 2023).
Changes in deferred tax liabilities:
| NOK in thousand | Investment property | Other items | Total |
|---|---|---|---|
| 01.01.2023 | 63 967 | -5 629 | 58 338 |
| Recognized deferred tax | -3 630 | -2 549 | -6 179 |
| Loss of control in subsidiary | -5 722 | -5 722 | |
| 31.12.2023 | 54 615 | -8 178 | 46 437 |
| Recognized deferred tax | 25 337 | -2 549 | 22 013 |
| 31.12.2024 | 79 952 | -11 502 | 68 450 |
Changes in deferred tax assets:
| NOK in thousand | Investment property | Other items | Total |
|---|---|---|---|
| 31.12.2023 | 0 | 0 | 0 |
| Acquired deferred tax asset from acquired | |||
| subsidiary | 0 | 7 888 | 7 888 |
| Recognized deferred tax | 0 | 1 721 | 1 721 |
| 31.12.2024 | 0 | 9 609 | 9 609 |
Income tax expense:
.
.
| NOK in thousand | 2024 | 2023 |
|---|---|---|
| Tax payable | 633 | 4 471 |
| Change in deferred tax | 22 013 | -6 179 |
| Changes related to loss of control in subsidiary | 1 690 | |
| Other changes | 4 419 | 1 568 |
| Income tax expense | 27 065 | 1 550 |
Reconciliation of tax expense:
| NOK in thousand | 2024 | 2023 |
|---|---|---|
| Profit before income tax | 145 184 | 26 587 |
| Tax expense based on standard rate of | ||
| Norwegian (22%) | 31 941 | 5 849 |
| Adjustments for: | ||
| Effect of tax rates outside Norway | 0 | 65 |
| Permanent differences | -11 853 | -4 146 |
| Other differences | 6 997 | -218 |
| Income tax expense for the period | 27 065 | 1 550 |
18. Earnings per share
Accounting principles
The Group's preference shares are entitled to a fixed dividend of NOK 10.00 per annum from 01 July 2022, if the General Assembly approves payment of dividends. To calculate the earnings per share the entitled dividend to the preference shares is deducted from comprehensive income for the period. The earnings per ordinary share is the remaining comprehensive income deducted the preference share dividend divided by the weighted average number of shares in issue during the period.
Earnings per share from total operations
| NOK | 31.12.2024 | 31.12.2023 |
|---|---|---|
| Profit/(loss) attributable to shareholders of parent | 119 817 261 | 19 238 251 |
| Less pref share dividends | -38 805 870 | -38 805 870 |
| Profit attributable to ord shares | 81 011 391 | -19 567 619 |
| Weighted average ordinary shares | 9 814 470* | 9 814 470 |
| EPS to ordinary shares | 8,25 | -1,99 |
*On 3 December 2024, the extraordinary general meeting of Pioneer Property Group ASA passed a resolution to reduce the Company's share capital by NOK 3,284,048, through the redemption of a total of 3,284,048 ordinary shares. Furthermore, the extraordinary general meeting passed a resolution to reduce the Company's share capital by NOK 500,000, through the redemption of a total of 500,000 preference shares held in treasury by the Company. The share capital reductions were registered 22 January 2025 and is not included in the weighted average ordinary share calculation above.
Diluted
As per 31 December 2024 no rights are issued which would cause diluted earnings per share to be different to basic earnings per share. Refer to note 21 for information related to the classes of shares.
19. Group structure and acquisition of companies
Accounting Principles
Acquisition of subsidiaries not viewed as a business combination
Upon purchase of property management assess whether the purchase constitute purchase of a business or purchase of an asset in accordance with IFRS 3. The Group assesses whether companies acquired constitute a business, which is when the acquired set of activities and assets include an input and a substantive process that together significantly contribute to the ability to create outputs.
An acquisition of entities not comprising any business activities is viewed as a purchase of assets. The acquisition cost is allocated to the acquired assets and no deferred tax is calculated for temporary differences that arise at their initial recognition. Acquisition related costs are capitalized with the asset.
All acquisition of subsidiaries made by the Group were classified as purchase of assets, as no substantive processes have been identified.
Acquisition of companies regarded as asset purchase:
Sør Gardermoen Invest AS
Within the property development segment, PPG acquired Sør Gardermoen Invest, a plot used for parking close to Gardermoen Airport.
Norlandia Holding AS
Within the hotel segment, PPG increased it shareholdings in Norlandia Holding AS to 85% and is by year end 2024 recognized as an subsidiary. Norlandia Holding AS is a real estate company owning 11 hotel properties in Norway. The acquisition was made on the 16. October, PPG acquired an additional 37.2% ownership interest in Norlandia Holding AS, increasing its total ownership from 47.8% to 85%. The shares were acquired from associated companies controlled by Kristian Adolfsen and Roger Adolfsen.
The transaction was conducted at an arms length pricing, based on property values assessed by third-party valuations.
The purchase price for the additional ownership interest was MNOK 144.6 settled through a seller credit.
The consolidation of Norlandia Holding AS's financial statements occurred on 16. October, the date on which control was obtained. Norlandia Holding AS was classified as an associate company accounted for using the equity method at the beginning of 2024.
To determine the accounting treatment of the acquisition, the concentration test in IFRS 3 was used to assess whether the acquisition should be treated as an asset purchase or a business combination. The result of the concentration test was that the group of identifiable assets acquired constitutes more than 90% of the fair value of what is purchased, and the test is therefore passed. Consequently, the acquisition is treated as an asset purchase in accordance with IFRS 3.
The accounting treatment of the acquisition involves Norlandia Holding AS first being derecognized as an associate company with the corresponding gain/loss calculation. See note 8 for details on the matter.
Upon recognition of an asset purchase, the purchase price is allocated pro-rata to the acquired assets.The purchase price was determined based on the fair value of the subsidiary's assets, as assessed by independent third-party valuers. The purchased share of the book equity has been entirely allocated to investment property.
Upon initial recognition of the properties, previous tax positions on the properties are derecognized as a consequence of the initial recognition exemption in IAS 12. This results in a reduction of property values by NOK 85.9 million at the time of acquisition. Subsequent measurement of the properties is at fair value. This means that the reduction in value recorded at the time of acquisition is immediately reversed.
The effects from purchase of Norlandia Holding at time of acquisition.
| Norlandia Holding | NOK in thousand | ||
|---|---|---|---|
| Deferred tax assets | 7 887 | ||
| Investment property | 606 183 | ||
| Other assets | 131 200 | ||
| Trade and other receivables | 8 846 | ||
| Cash | 54 922 | ||
| Non Current liabilites | 399 985 | ||
| Current liabilities | 15 368 |
Total acquisition/sale of companies regarded as assets purchase/sale:
| NOK in thousand | 2024 | 2023 |
|---|---|---|
| Purchase of subsidiaries/Properties -cash | 380 893 | 200 968 |
| Cash acquired companies | 55 091 | 375 |
| Debt acquired companies | 415 598 | 17 569 |
| Sale of subsidiaries/Properties -cash | -18 067 | -52 853 |
Non controlling interest:
The non-controlling interest in PPG is related to the shares in Park Hotel Holdco, Evenes Tomteselskap AS, T10 Holdco AS, Up North Property AS and BM3 Eiendom AS. For 2024, the transactions with non-controlling interest have been purchase of additional shares in Norlandia Holding AS and sale of 10% in Evenes Holding AS.
Companies bought or incorporated in 2024:
| Company | Location | Share of | Share of |
|---|---|---|---|
| Name | ownership | voting rights | |
| Fagerlia Tomteselskap AS | Norway | 70% | 70% |
| Sør Gardermoen Invest AS | Norway | 100% | 100% |
| Norlandia Holding AS with subsidiaries | Norway | 85% | 85% |
| Companies sold in 2024: PPG Hylle 3 AS |
Norway | 100% | 100% |
Companies bought or incorporated in 2023:
| Company | Location | Share of | Share of |
|---|---|---|---|
| Name | ownership | voting rights | |
| BM3 Eiendom AS | Norway | 88% | 88% |
| Evenes Utvikling AS | Norway | 100% | 100% |
The Group consists of the following subsidiaries per 31 December 2024:
| Company | Location | Share of | Share of |
|---|---|---|---|
| Name | ownership | voting rights | |
| Pioneer Property Group International AS | Norway | 100% | 100% |
| Pioneer Preschools AS | Norway | 100% | 100% |
| Kidsa Ospeli Eiendom AS | Norway | 100% | 100% |
| Gaustadskogen Eiendom AS | Norway | 100% | 100% |
| Tjuvholmen Eiendom AS | Norway | 100% | 100% |
| Pioneer Retail Properties AS | Norway | 100% | 100% |
| Bobil Eiendom Rana AS | Norway | 100% | 100% |
| Bobil Eiendom Evenes AS | Norway | 100% | 100% |
| Håhjem AS | Norway | 100% | 100% |
| Ås Næring AS | Norway | 100% | 100% |
| Askjem Eiendom AS | Norway | 100% | 100% |
| Bobil Eiendom Grimstad AS | Norway | 100% | 100% |
| Bobil Eiendom Fauske AS | Norway | 100% | 100% |
| Bobil Eiendom Balsfjord AS | Norway | 100% | 100% |
| Pioneer Property Development AS | Norway | 100% | 100% |
| Bm3 Eiendom AS | Norway | 100% | 100% |
| Brennemoen Eiendom AS | Norway | 100% | 100% |
| Sør Gardermoen Invest AS | Norway | 100% | 100% |
| Steinbekkhaugen AS | Norway | 100% | 100% |
| Fagerlia Tomteselskap AS | Norway | 70% | 70% |
| Norab Eiendom Vest AS | Norway | 100% | 100% |
| Neptun Eiendom Invest AS | Norway | 100% | 100% |
| Evenes Holding AS | Norway | 43% | 53% |
| Evenes Tomteselskap AS | Norway | 100% | 100% |
| ET Nord AS | Norway | 100% | 100% |
| ET Midt AS | Norway | 100% | 100% |
| ET Øst N AS | Norway | 100% | 100% |
| ET Øst S AS | Norway | 100% | 100% |
| ET Vest N AS | Norway | 100% | 100% |
| ET Vest S AS | Norway | 100% | 100% |
| Evenes Parkering AS | Norway | 100% | 100% |
| Evenes Utvikling AS | Norway | 85% | 85% |
| Pioneer Hotel Properties AS | Norway | 100% | 100% |
| Up North Property AS | Norway | 90% | 90% |
| Forum Holdco AS | Norway | 100% | 100% |
| Forum Hotellbygg AS | Norway | 100% | 100% |
| Park Hotel Holdco AS | Norway | 50% | 50% |
| Park Hotel Eiendom AS | Norway | 50% | 50% |
| Brennemoen Hotel Eiendom AS | Norway | 100% | 100% |
| Guard Hotel AS | Norway | 100% | 100% |
| Norlandia Holding AS | Norway | 85% | 85% |
| Norlandia Eiendom AS | Norway | 100 % | 100 % |
| Andrikken Eiendom AS | Norway | 100 % | 100 % |
| Backlund Hotel Eiendom AS | Norway | 100 % | 100 % |
| Baronen Eiendom AS | Norway | 100 % | 100 % |
| Måløy Hotel Eiendom AS | Norway | 100 % | 100 % |
| Vestfjord Eiendom AS | Norway | 100 % | 100 % |
| Geilo Hotel Eiendom AS | Norway | 100 % | 100 % |
| Dronningen Hotel AS | Norway | 100 % | 100 % |
| Norlandia Utvikling AS | Norway | 100 % | 100 % |
|---|---|---|---|
| Spjelkavik Utvikling AS | Norway | 100 % | 100 % |
| Oppdal Prosjektuvikling AS | Norway | 100 % | 100 % |
| Storslett Eiendom AS | Norway | 100 % | 100 % |
| Solsiden Eiendomsutvikling AS | Norway | 100 % | 100 % |
| Bø Utvikling AS | Norway | 100 % | 100 % |
| T10 Holdco AS | Norway | 52% | 52% |
| T10 Eiendom AS | Norway | 100% | 100% |
The Group consists of the following subsidiaries per 31 December 2023:
| Company | Location | Share of | Share of |
|---|---|---|---|
| Name | ownership | voting rights | |
| Pioneer Property Group International AS | Norway | 100% | 100% |
| Pioneer Preschools AS | Norway | 100% | 100% |
| Kidsa Ospeli Eiendom AS | Norway | 100% | 100% |
| Gaustadskogen Eiendom AS | Norway | 100% | 100% |
| Tjuvholmen Eiendom AS | Norway | 100% | 100% |
| Pioneer Retail Properties AS | Norway | 100% | 100% |
| Bobil Eiendom Rana AS | Norway | 100% | 100% |
| Bobil Eiendom Evenes AS | Norway | 100% | 100% |
| Håhjem AS | Norway | 100% | 100% |
| Ås Næring AS | Norway | 100% | 100% |
| Askjem Eiendom AS | Norway | 100% | 100% |
| Bobil Eiendom Grimstad AS | Norway | 100% | 100% |
| Bobil Eiendom Fauske AS | Norway | 100% | 100% |
| Bobil Eiendom Balsfjord AS | Norway | 100% | 100% |
| Pioneer Property Development AS | Norway | 100% | 100% |
| Brennemoen Eiendom AS | Norway | 100% | 100% |
| Bm3 Eiendom AS | Norway | 100% | 100% |
| Steinbekkhaugen AS | Norway | 100% | 100% |
| Norab Eiendom Vest AS | Norway | 100% | 100% |
| Neptun Eiendom Invest AS | Norway | 100% | 100% |
| Evenes Holding AS | Norway | 53% | 53% |
| Evenes Tomteselskap AS | Norway | 85% | 85% |
| ET Nord AS | Norway | 100% | 100% |
| ET Midt AS | Norway | 100% | 100% |
| ET Øst N AS | Norway | 100% | 100% |
| ET Øst S AS | Norway | 100% | 100% |
| ET Vest N AS | Norway | 100% | 100% |
| ET Vest S AS | Norway | 100% | 100% |
| Evenes Parkering AS | Norway | 100% | 100% |
| Evenes Utvikling AS | Norway | 100% | 100% |
| Pioneer Hotel Properties AS | Norway | 100% | 100% |
| Up North Property AS | Norway | 90% | 90% |
| Forum Holdco AS | Norway | 100% | 100% |
| Forum Hotellbygg AS | Norway | 100% | 100% |
| Park Hotel Holdco AS | Norway | 50% | 50% |
| Park Hotel Eiendom AS | Norway | 50% | 50% |
| Brennemoen Hotel Eiendom AS | Norway | 100% | 100% |
| Guard Hotel AS | Norway | 100% | 100% |
| Guard Hotel II AS | Norway | 100% | 100% |
| PPG Hylle 2 AS | Norway | 100% | 100% |
| PPG Hylle 3 AS | Norway | 100% | 100% |
| T10 Holdco AS | Norway | 52% | 52% |
| T10 Eiendom AS | Norway | 100% | 100% |
20. Related party transactions
.
Balances and transactions between the company and its subsidiaries, which are related parties to the company, have been eliminated on consolidation and are not disclosed in this note.
The Group has the following related parties as of 31.12.2024:
| Related party | Relation to the Group |
|---|---|
| Roger Adolfsen | Chairman of the Board and owner of Mecca Invest AS |
| Sandra Henriette Riise | Board member |
| Geir Hjort | Board member |
| Ane Nordahl Carlsen | Board member and owner of Grafo AS |
| Nina Hjørdis Torp Høisæter | Board member |
| John Ivar Busklein | Chief Executive Officer |
| Øystein Grini | Chief Financial Officer |
| Hospitality Invest AS | Substantial shareholder |
| Grafo AS | Substantial shareholder |
| Klevenstern AS | Substantial shareholder |
| Mecca Invest AS | Substantial shareholder |
| Kongsparken AS | Associated company |
| JV Nordväst Fastighet AB | Associated company |
| Forus Holdco AS | Associated company |
| Köping Hotellfastighet AB | Associated company |
| Strand Hotel Borgholm AB | Associated company |
| Ramstadsletta Utvikling AS | Associated company |
| Vossevangen Utvikling AS | Associated company |
| JV Havna Tjøme AS | Associated company |
| Pancom AS | Associated company |
| Norlandia Health & Care Group AS | Controlled by substantial shareholders, refer to note 21 |
| Oslo Corporate Holding AS | Controlled by substantial shareholders, refer to note 21 |
| Kara Invest AS | Controlled by substantial shareholders, refer to note 21 |
| Ferda Norge AS | Controlled by substantial shareholders, refer to note 21 |
| Acea Invest AS | Controlled by substantial shareholders, refer to note 21 |
| Kidprop AS | Controlled by substantial shareholders, refer to note 21 |
| Caravan Eiendom AS | Controlled by substantial shareholders, refer to note 21 |
| Norlandia Hotel Group AS | Controlled by substantial shareholders, refer to note 21 |
| Up North Hospitality AS | Controlled by substantial shareholders, refer to note 21 |
The Group had the following related parties as of 31.12.2023:
| Related party | Relation to the Group |
|---|---|
| Roger Adolfsen | Chairman of the Board and owner of Mecca Invest AS |
| Sandra Henriette Riise | Board member |
| Geir Hjort | Board member |
| Ane Nordahl Carlsen | Board member from April 23 |
| Even Carlsen | Board member until April 23 and owner of Grafo AS |
| Nina Hjørdis Torp Høisæter | Board member |
| John Ivar Busklein | Chief Executive Officer |
| Øystein Grini | Chief Financial Officer |
| Hospitality Invest AS | Substantial shareholder |
| Grafo AS | Substantial shareholder |
| Klevenstern AS | Substantial shareholder |
|---|---|
| Mecca Invest AS | Substantial shareholder |
| JV Nordväst Fastighet AB | Associated company |
| Forus Holdco AS | Associated company |
| Köping Hotellfastighet AB | Associated company |
| Strand Hotel Borgholm AB | Associated company |
| Ramstadsletta Utvikling AS | Associated company |
| Vossevangen Utvikling AS | Associated company |
| Norlandia Health & Care Group AS | Controlled by substantial shareholders, refer to note 21 |
| Norlandia Holding AS | Controlled by substantial shareholders, refer to note 21 |
| Kara Invest AS | Controlled by substantial shareholders, refer to note 21 |
| Ferda Norge AS | Controlled by substantial shareholders, refer to note 21 |
| Acea Invest AS | Controlled by substantial shareholders, refer to note 21 |
| Kidprop AS | Controlled by substantial shareholders, refer to note 21 |
| Caravan Eiendom AS | Controlled by substantial shareholders, refer to note 21 |
| Norlandia Hotel Group AS | Controlled by substantial shareholders, refer to note 21 |
| Oslo Corporate Holding AS | Controlled by substantial shareholders, refer to note 21 |
| Up North Hospitality AS | Controlled by substantial shareholders, refer to note 21 |
Indirect ownership of shares by board member per the balance sheet date:
| 2024 | 2023 | |||
|---|---|---|---|---|
| Ord. Shares | Pref. shares | Ord. Shares | Pref. shares | |
| Roger Adolfsen | 3 160 192 | - | 3 160 192 | - |
| Ane Nordahl Carlsen | 311 985 | - | 311 985 | - |
The Group had the following material transactions with related parties:
| NOK in thousand | 2024 | 2023 |
|---|---|---|
| Rent revenue from Norlandia Health & Care Group AS including subsidiaries | 7 473 | 7 417 |
| Rent revenue from Ferda Norge AS | 41 602 | 33 312 |
| Rent revenue from Norlandia Hotel group | 68 890 | 57 738 |
| Rent revenue from BG Entreprenør | 2 428 | - |
| Interest income from associated companies | 111 | 3 417 |
| Interest expense to associated companies | 2 782 | 251 |
| Management fee from Up North Hospitality AS | 678 | 1 342 |
| Management fee from Oslo Corporate Holding AS | 960 | 909 |
| M&A services and Management fee to Hospitality Invest AS | 4 888 | 4 889 |
| Sale of shares to Norlandia Hotel Group AS | 30 | - |
| Purchase of shares and properties from related parties, please refer to note 19 | 194 651 | 106 132 |
Transactions made between the related parties are made on terms equivalent to those that prevail in the market at arm's length.
Receivables from related parties
| NOK in thousand | 31.12.2024 | 31.12.2023 |
|---|---|---|
| Norlandia companies | 41 303 | 4 585 |
| Kongsparken AS | 21 856 | 18 356 |
| Ramstadsletta Utvikling AS | - | 12 000 |
| Smedplassen Eiendom AS | 1 432 | 1 432 |
| HI Capital AS | - | 18 163 |
| Wayfare Invest AS | 29 667 | - |
| Liabilities to related parties | |||||
|---|---|---|---|---|---|
| NOK in thousand | 31.12.2024 | 31.12.2023 | |||
| Norlandia companies | - | 10 679 | |||
| Sellers vendor note to companies controlled by Kristian and Roger Adolfsen | 144 651 | - |
For compensation to key management personnel, see note 14.
Loans to associate entities
During the 2024 reporting period, the Group lent its associates funds in the form of loans to finance its investments, in agreement with the other shareholders of the associates.
21. Share capital and shareholder information
The Company has two classes of shares, ordinary shares and preference shares. As of 31 December 2024, Pioneer Property Group ASA had a share capital of NOK 14,683,023, divided into 9,814,470 ordinary shares and 4,868,553 preference shares with a nominal value of NOK 1 per share for both categories.
On 3 December 2024, the extraordinary general meeting of Pioneer Property Group ASA passed a resolution to reduce the Company's share capital by NOK 3,284,048, through the redemption of a total of 3,284,048 ordinary shares and to reduce the Company's share capital by NOK 500,000, through the redemption of a total of 500,000 preference shares held in treasury by the Company.
The reduction takes place through redemption of in total 3,284,048 ordinary shares each with a nominal value of NOK 1. The reduction takes place through redemption of the following ordinary shares: 1,642,024 ordinary shares, owned by Grafo AS (reg. no. 947 195 360); and 1,642,024 ordinary snares, owned by Eidissen Consult AS (reg. no. 916 524 552). After the redemption, the company has 10 898 975 shares with a book value NOK 1 per share, and total share capital is NOK 10 898 975. The share capital reductions were registered 22 January 2025 and are not entered into effect as of 31.12.2024, hence the redemption of shares is not reflected in the table below.
The differences between the share classes are differing voting rights and differing rights to the Company's profit. The regulations on voting rights and dividends are decided upon by the Shareholders' Meeting and can be found in the Articles of Association.
The ordinary share
The Company's ordinary share confers one vote unlike the preference shares that confer one-tenth of a vote.
The preference shares
The Company's preference shares confer a preferential right over ordinary shares to an annual dividend of NOK 10.00 per preference share per annum. Dividend payments are made quarterly with NOK 2.500 per preference share, if approved by the Board of Directors based on the authorisation given by the General Assembly. The preference share does not otherwise confer a right to dividend. If the general meeting decided not to pay dividends or to pay dividends that fall below NOK 2.500 per preference share during a quarter, the difference between paid dividends and NOK 2.500 per preference share shall be accumulated and adjusted upwards with an annual interest rate of 5 per cent until full dividends have been distributed. No dividends may be distributed to the ordinary shareholders until the preference shareholders have received full dividends including the withheld amount.
| Share value in NOK | ||||||
|---|---|---|---|---|---|---|
| Number of | Ordinary | Preference | Total | |||
| shares | shares | shares | Share premium | Treasury shares | ||
| At 1 January 2023 | 14 683 023 | 9 814 470 | 4 868 553 | 555 636 899 | -987 966 | 569 331 956 |
| Capital reduction | - | |||||
| Payment premiums 2023 | - | |||||
| Acquisition of treasury shares | - |
| At 31 December 2023 | 14 683 023 | 9 814 470 | 4 868 553 | 555 636 899 | -987 966 | 569 331 956 |
|---|---|---|---|---|---|---|
| Payment premiums 2024 | - | - | - | - | - | - |
| Acquisition of treasury shares | - | - | - | - | - | - |
| At 31 December 2024 | 14 683 023 | 9 814 470 | 4 868 553 | 555 636 899 | -987 966 | 569 331 956 |
PPG holds 987,966 preference shares in PPG at purchased a price of NOK 102.00 per preference share. This equals approximately 6.73% of the share capital, which represents 0.96% of the votes. Detailed information regarding dividends, issues and redemption can be found in the Company's Articles of Association, available in the prospectus at the Company's website.
During 2024, PPG has declared quarterly dividends to the holders of preference shares, in total MNOK 38.8. Furthermore PPG paid dividends to holders of the ordinary shares of MNOK 40.0.
10 largest shareholders registered in VPS as of 31 December 2024:
| Ordinary | Preference | Voting | |
|---|---|---|---|
| shares | shares | share | |
| Hospitality Invest AS | 32,62% | 0,00% | 31,08% |
| Eidissen Consult AS | 16,73% | 0,00% | 15,94% |
| Grafo AS | 16,73% | 0,00% | 15,94% |
| Mecca Invest AS | 15,78% | 0,00% | 15,04% |
| Klevenstern AS | 15,78% | 0,00% | 15,04% |
| HI Capital AS | 2,34% | 0,00% | 2,23% |
| Skandinaviska Enskilda Banken AB | 0,00% | 0,00% | 12,88% |
| Nordnet Bank AB | 0,00% | 10,25% | 0,39% |
| Avanza Bank AB | 0,00% | 8,44% | 0,37% |
| The Bank of New York Mellon | 0,00% | 7,54% | 0,28% |
| Other Shareholders | 0,00% | 60,88% | 3,21% |
| Total | 100 % | 100 % | 100% |
10 largest shareholders registered in VPS as of 31 December 2023:
| Ordinary shares |
Preference shares |
Voting share |
|
|---|---|---|---|
| Hospitality Invest AS | 32,62% | 0,00% | 31,08% |
| Eidissen Consult AS | 16,73% | 0,00% | 15,94% |
| Grafo AS | 16,73% | 0,00% | 15,94% |
| Mecca Invest AS | 15,78% | 0,00% | 15,04% |
| Klevenstern AS | 15,78% | 0,00% | 15,04% |
| HI Capital AS | 2,34% | 0,00% | 2,23% |
| Skandinaviska Enskilda Banken AB | 0,00% | 12,88% | 0,61% |
| Nordnet Bank AB | 0,00% | 9,85% | 0,47% |
| Avanza Bank AB | 0,00% | 9,54% | 0,45% |
| The Bank of New York Mellon | 0,00% | 7,54% | 0,36% |
| Other Shareholders | 0,00% | 60,18% | 2,84% |
| Total | 100 % | 100 % | 100% |
22. Contingent liabilities
.
The group has not been involved in any legal or financial disputes in the period covered by these consolidated financial statements, where an adverse outcome is considered more likely than remote.
23. New standards not yet adopted
IFRS 18 Presentation and Disclosure in Financial Statements will replace IAS 1 Presentation of Financial Statements and introduces new requirements for the presentation in the income statement, aggregation and disaggregation of information, and disclosures regarding management defined performance measures. Additionally, IFRS 18 brings changes to IAS 7 Statement of Cash Flows. The group has begun evaluating the impacts of IFRS 18.
There are a number of standards, amendments to standards, and interpretations which have been issued by the International Accounting Standards Board (IASB) that are effective in future accounting periods that the Group has decided not to adopt early. None of these would be expected to have a material impact on the entity in the future reporting periods and on foreseeable future transactions.
24. Subsequent events
No significant subsequent events has occurred in 2025.
Alternative Performance Measures
Pioneer Property Group ASA reports Alternative Performance Measures (APMs) as a supplement, but not as a substitute, to the financial statements prepared in accordance with IFRS. Financial APMs are intended to enhance comparability of the results and cash flows from period to period. The financial APMs reported by PPG are the APMs that, in management's view, provide relevant supplemental information of the company's financial position and performance. Operational measures such as, but not limited to, occupancy and WAULT are not defined as financial APMs according to ESMA's guidelines.
The company reports the following alternative performance measures (APMs):
| APM | Explanation | 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|---|---|
| amounts in NOK thousand |
||||||
| EBIT | Earnings before interest and taxes | 223 958 | 46 586 | 23 750 | 251 535 | |
| Weighted | The weighted average gross yield on | Preschool | 6.4% | 6.4% | 5.3% | 3.4% |
| average gross | estimated rent calculated by adjusting | Hotel | 7.6% | 7.2% | 6.8% | 6.2% |
| yield | for property value. Gross yield for a property or portfolio of properties is |
Retail | 8.3% | 7.9% | 7.1% | 6.1% |
| calculated as contractual annualised rental income for the upcoming financial year divided by the market |
Office | 7.3% | 7.2% | 6.2% | n/a | |
| NOI | value as of balance sheet date. Net Operating Income, meaning all revenue from properties minus all reasonable direct property related expenses. |
134 810 | 118 766 | 69 974 | 41 256 | |
| Market value of the property portfolio |
The market value of the Groups investment properties |
2 642 606 | 1 757 256 | 1 798 709 | 1 393 041 | |
| Effective leverage |
Total interest bearing debt divided by total assets |
55.4% | 44.6% | 39.5% | 31.9% |
ANNUAL REPORT (PARENT COMPANY) 2024
PIONEER PROPERTY GROUP ASA
49 PIONEER PROPERTY GROUP ASA
STATEMENT OF INCOME
| Note | 2024 | 2023 | |
|---|---|---|---|
| OPERATING REVENUE AND EXPENSE | |||
| Revenue | 1 | 15 455 181 | 12 092 860 |
| TOTAL OPERATING REVENUE | 15 455 181 | 12 092 860 | |
| Employee benefits expense | 2 | 8 333 350 | 7 191 448 |
| Depreciation and amortisation expense | 3 | 23 264 | 28 |
| Other operating expenses | 2 | 9 081 490 | 8 592 853 |
| TOTAL OPERATING EXPENSES | 17 438 104 | 15 811 873 | |
| OPERATING PROFIT OR LOSS | -1 982 923 | -3 719 013 | |
| FINACIAL INCOME AND EXPENSES | |||
| Financial income | |||
| Changes in market value of fin. cur. assets | 4,5 | 420 830 | 2 565 674 |
| Income from subsidiaries | 5 | 1 082 552 | 1 726 910 |
| Interest received from group companies | 1,5 | 17 931 156 | 16 554 489 |
| Other interest | 5 | 8 073 067 | 14 715 353 |
| Other financial income | 5 | 1 675 046 | 2 426 274 |
| Total financial income | 29 182 651 | 37 988 700 | |
| Financial expenses | |||
| Write down of investments in subsidiaries and shares | 4,5 | 16 962 926 | - |
| Interest paid to group companies | 1,5 | 729 156 | 528 229 |
| Other interest | 5 | 4 015 450 | 261 721 |
| Other financial expense | 5 | 50 536 | 325 460 |
| Total financial expenses | 21 758 068 | 1 115 410 | |
| NET FINANCE | 7 424 582 | 36 873 291 | |
| ORDINARY RESULT BEFORE TAX | 5 441 659 | 33 154 278 | |
| Tax on ordinary result | 6 | 4 328 918 | 7 291 088 |
| PROFIT | 1 112 741 | 25 863 188 | |
| ATTRIBUTABLE TO | |||
| To additional dividends payable | 9 | 58 805 870 | 98 146 187 |
| Given intra-group contribution | 9 | 19 585 325 | 11 637 716 |
| To other equity | 9 | -77 278 454 | -83 920 715 |
| Net brought forward | 1 112 741 | 25 863 188 |
Balance sheet pr. 31.12.2024
| Note | 2024 | 2023 | |
|---|---|---|---|
| ASSETS | |||
| Fixed assets | |||
| Tangible assets | |||
| Fixtures and fittings, office machinery etc. | 3 | 18 167 | 41 431 |
| Total tangible assets | 18 167 | 41 431 | |
| Financial fixed assets | |||
| Investments in subsidiaries | 7 | 905 096 357 | 636 059 247 |
| Loans to group companies | 1 | 243 341 034 | 252 316 976 |
| Investments in associates | 7 | - | 87 782 718 |
| Investments in shares or units | 36 505 142 | 38 282 669 | |
| Total financial fixed assets | 1 184 942 533 | 1 014 441 610 | |
| TOTAL FIXED ASSETS | 1 184 960 700 | 1 014 483 041 | |
| CURRENT ASSETS | |||
| Receivables | |||
| Receivables on group companies | 1 | 19 412 079 | 18 110 418 |
| Other short-term receivables | 2 148 421 | 2 615 318 | |
| Total receivables | 21 560 500 | 20 725 736 | |
| Investments | |||
| Quoted bonds | 4 | 62 620 000 | 62 620 000 |
| Other financial Instruments | 4 | 5 922 137 | 54 956 108 |
| Total investments | 68 542 137 | 117 576 108 | |
| Cash and bank deposits | 8 | 186 572 425 | 42 280 425 |
| TOTAL CURRENT ASSETS | 276 675 062 | 180 582 269 | |
| TOTAL ASSETS | 1 461 635 762 | 1 195 065 310 |
Balance sheet pr. 31.12.2024
| Note | 2024 | 2023 | |
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| Equity | |||
| EQUITY AND LIABILITIES | |||
| Share capital | 9,10 | 14 683 023 | 14 683 023 |
| Treasury shares | 9 | -987 966 | -987 966 |
| Share premium reserve | 9 | 555 636 899 | 555 636 899 |
| Share capital reduction not registered | 9 | -155 072 747 | - |
| TOTAL PAID-IN EQUITY | 414 259 209 | 569 331 956 | |
| Other equity | 9 | 492 368 162 | 550 061 290 |
| TOTAL EQUITY | 906 627 371 | 1 119 393 245 | |
| Liabilities | |||
| Provision | |||
| Deferred tax | 6 | 336 728 | 846 055 |
| Total provisions | 336 728 | 846 055 | |
| Other non-current liabilities | |||
| Borrowings non-current | 193 491 665 | - | |
| Other non-current liabilities | 146 809 576 | - | |
| Liabilities to group companies | 1 | 14 597 336 | 9 332 054 |
| Total other non-current liabilities | 354 898 577 | 9 332 054 | |
| TOTAL NON-CURRENT LIABILITIES | 355 235 305 | 10 178 109 | |
| Current liabilities | |||
| Accounts payable | 108 434 | 3 137 398 | |
| Income tax payable | 6 | 529 473 | 4 168 415 |
| Public duties payable | 4 699 391 | 411 373 | |
| Dividends payable | 9 701 468 | 34 200 466 | |
| Liabilities to group companies | 1 | 19 585 325 | 11 637 716 |
| Other current liabilities | 165 148 996 | 11 938 588 | |
| TOTAL SHORT-TERM LIABILITIES | 199 773 085 | 65 493 955 | |
| TOTAL LIABILITIES | 555 008 390 | 75 672 064 | |
| TOTAL EQUITY AND LIABILITIES | 1 461 635 762 | 1 195 065 310 |
Oslo, 27 March 2025 Board of Directors of Pioneer Property Group ASA
Roger Adolfsen Chairman of the Board
Nina Hjørdis Torp Høisæter Member of the Board
Sandra Henriette Riise Member of the Board
Geir Hjorth Member of the Board
Ane Nordahl Carlsen Member of the Board
John Ivar Busklein Chief Executive Officer
Statement of Cash Flow
| Note | 2024 | 2023 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| Profit before tax | 5 441 660 | 33 154 276 | |
| Taxes paid | -4 168 415 | -6 961 967 | |
| Gains and losses on sale bonds/funds | 4 | -1 633 932 | -1 985 076 |
| Depreciation | 3 | 23 264 | 27 572 |
| Gains and losses on sale shares | - | - | |
| Group contributions | 1 | 1 082 550 | -1 726 910 |
| Exchange gains/(losses) | - | 211 497 | |
| Fair value adjustment on quoted bonds | 4 | -420 830 | -2 565 674 |
| Trade receivables | -1 301 661 | -15 970 711 | |
| Trade payables | -3 028 964 | -774 946 | |
| Other accruals | 5 998 923 | -13 013 933 | |
| Net cash flow from operating activities | 18 955 521 | -9 605 872 | |
| Cash flows from investing activities | |||
| Payments for purchase of shares in subsidiaries Payments for purchase of other investments |
3 | - -1 702 895 |
-42 000 000 -17 209 |
| Payments from other loans | - | - | |
| Net proceeds from loan to group companies | 1 | -35 404 822 | 69 030 545 |
| Proceeds from sale of shares | 30 000 | 30 000 | |
| Proceeds from sale of funds | 4 | 15 000 000 | |
| Proceeds from sale of bonds | 4 | 50 069 171 | - |
| Payments to buy other investments | -9 071 492 | ||
| Payments for purchase of quoted bonds | - | - | |
| Net cash flow from investments activities | 12 991 454 | 32 971 844 | |
| Cash flow from financing activities | |||
| Payments for purchase of own shares | - | - | |
| Dividends paid | -83 304 869 | -78 686 610 | |
| Repayment of share premium reserve | - | - | |
| Group contributions paid | - | -28 637 189 | |
| Group contributions received | 1 692 676 | ||
| Proceeds from debt to financial institutions | 193 491 665 | - | |
| Proceeds from other borrowings | 2 158 230 | - | |
| Net cash flow from financing activities | 112 345 026 | -105 631 123 | |
| Net change in cash and cash equivalents | 144 292 001 | -82 265 151 | |
| Cash and cash equivalents at the beginning of the period | 42 280 425 | 124 545 576 | |
| Cash and cash equivalents at the end of the period | 186 572 425 | 42 280 425 |
Accounting Principles:
The financial statements have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting principles in Norway. The Company's financial statements are prepared on a going concern basis.
Sales revenue
Revenue is recognized from the sale of goods at the time of delivery. Services are recognized as revenue as they are delivered.
Balance sheet classification
Current assets and short term liabilities consist of receivables and payables due within one year, and items related to the inventory cycle. Other balance sheet items are classified as fixed assets / long term liabilities.
Current assets are valued at the lower of cost and fair value. Short term liabilities are recognized at nominal value.
Fixed assets are valued at cost, less depreciation and impairment losses. Long term liabilities are recognized at nominal value.
Subsidiaries and investment in associates
Subsidiaries and investments in associates are valued at cost in the company accounts. The investment is valued as cost of the shares in the subsidiary, less any impairment losses An impairment loss is recognized if the impairment is not considered temporary, in accordance with generally accepted accounting principles. Impairment losses are reversed if the reason for the impairment loss disappears in a lather period.
Dividends, group contributions and other distributions from subsidiaries are recognized in the same year as they are recognized in the financial statement of the provider. If dividends / group contribution exceeds withheld profits after the acquisition date, the excess amount represents repayment of invested capital, and the distribution will be deducted from the recorded value of the acquisition in the balance sheet for the parent company.
Accounts receivable and other receivables
Accounts receivable and other current receivables are recorded in the balance sheet at nominal value less provisions for doubtful accounts. Provisions for doubtful accounts are based on an individual assessment of the different receivables. For the remaining receivables, a general provision is estimated based on expected loss.
Income tax
The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/tax assets are calculated on all differences between the book value and tax value of assets and liabilities. Deferred tax is calculated as 22 percent of temporary differences and the tax effect of tax losses carried forward. Deferred tax assets are recorded in the balance sheet when it is more likely than not that the tax assets will be utilized. Taxes payable and deferred taxes are recognized directly in equity to the extent that they relate to equity transactions
Financial assets measured at fair value through profit or loss
Financial assets measured at fair value through profit or loss comprise financial assets whose cash flows do not relate solely to payments of interest and repayments of principal on the outstanding nominal amount. Gains or losses on these financial assets are recognized through profit or loss.
Foreign currency translation
Transactions in foreign currency are translated at the rate applicable on the transaction date. Monetary items in a foreign currency are translated into NOK using the exchange rate applicable on the balance sheet date. Non-monetary items that are measured at their historical price expressed in a foreign currency are translated into NOK using the exchange rate applicable on the transaction date. Non-monetary items that are measured at their fair value expressed in a foreign currency are translated at the exchange rate applicable on the balance sheet date. Changes to exchange rates are recognised in the income statement as they occur during the accounting period.
Cash
The cash flow statement is presented using the indirect method. Cash and cash equivalents includes cash, bank deposits and other short term, highly liquid investments with maturities of three months or less.
Note 1 – Revenues and liabilities to/receivables from group companies
Revenue received is management fee from group companies, except NOK 150.000 from an associated company . Management fee income from subsidiaries is NOK 15 335 181. All revenues have been generated in Norway.
Interest received from group companies is NOK 17 931 156 and interest paid to group companies is NOK 729 156.
| 2024 | 2023 | |
|---|---|---|
| Receivables | ||
| Accounts receivable | 18 235 909 | 15 970 711 |
| Group contributions | 1 082 552 | 1 726 910 |
| Other short term receivables | 0 | 412 797 |
| Loans to group companies | 243 341 034 | 252 316 976 |
| Total receivables | 262 659 495 | 276 282 283 |
| Liabilities | ||
| Group contributions | 19 585 325 | 11 637 716 |
| Other liabilities | 7 960 509 | 9 332 054 |
| Total Liabilities | 22 557 845 | 20 969 770 |
Note 2 - Management and auditor compensation
The company's auditor expenses (VAT included):
| 2024 | 2023 | |
|---|---|---|
| Statutory audit | 1 066 969 | 749 666 |
| Other services | 0 | 9 090 |
| Total | 1 066 969 | 758 756 |
| 2024 | 2023 | |
| Payroll | 7 046 324 | 6 091 596 |
| Payroll expenses (employer tax) | 967 781 | |
| 1 113 887 | ||
| Pension cost | 121 089 | 94 012 |
| Other payments | 52 049 | 38 060 |
It's been paid remuneration for directors with NOK 530 000,
| Roger Adolfsen (Chairman of the board) | 100 000 |
|---|---|
| Geir Hjorth (board member) | 110 000 |
| Sandra Riise (board member) | 110 000 |
| Ane Carlsen (board member) | 90 000 |
| Nina Høisæter (board member) | 110 000 |
| Even Carlsen (previous board member) | 10 000 |
The company has five employees, four in full time positions and one employee in part time position (28.4%) and is regulated under the Act on Mandatory occupational pensions act, and the company has established mandatory occupational pensions and contribution pension for the employees.
| NOK | Salary | Bonus | Other benefits | Pension cost | Total Compensation |
|---|---|---|---|---|---|
| Øystein B. Grini (CFO) | 1 503 000 | 126 000 | 4392 | 30 953 | 1 572 794 |
| John Ivar Busklein (CEO) (28,4% part time position) |
585 040 | 166 667 | 0 | 8 685 | 734 919 |
| Total | 2 088 040 | 292 667 | 4 392 | 39 638 | 2 424 737 |
John Ivar Busklein (CEO) and Øystein Grini (CFO) received a bonus of NOK 166 667 and NOK 126 000 respectively for their performance in Pioneer Property Group ASA. Both bonuses were paid in first quarter of 2024.
No member of the management have in their agreement that they will get any right to compensation after termination of employment.
No loans or guarantees have been given to any members of the management, the Board of directors or other corporate bodies.
The board of directors of PPG has prepared guidelines for a determination of salary and other remuneration to the executive management, in accordance with applicable law. The guidelines include the policies which PPG uses for the determination of salary and other remuneration to its executive management. The guidelines are published on the company's web page pioneerproperty.no.
Note 3 - Fixtures and fittings, office machinery etc.
| Fixtures and fittings, office machinery |
||
|---|---|---|
| etc. | ||
| Acquisition cost as at. 1/1 | 87 024 | |
| + Additions | 0 | |
| Acquisition cost as at. 31/12 | 87 024 | |
| Accumulated depreciation 1/1 | 45 594 | |
| + Depreciation for the year | 23 264 | |
| Accumulated depreciation 31/12 | 68 857 | |
| Net Value 31/12 | 18 167 | |
| Depreciation percentage / estimated useful life | 33% - 3 years |
Assets are depreciated on a straight line basis
Note 4 - Quoted bonds
Financial instruments have been assessed at fair value.
The fair value has been set in accordance with the value observable in the market at the balance sheet date.
| Quoted bonds: | Acquisition cost | This year change in value |
Market Value | ||
|---|---|---|---|---|---|
| Hospitality Invest AS | 62 000 000 | 0 | 62 620 000 | ||
| Total | 62 000 000 | 0 | 62 620 000 | ||
| Funds: | Acquisition cost | This year change in value |
Market Value | ||
| Valmue Private Debt | 5 000 000 | 420 830 | 5 922 137 | ||
| Total | 5 000 000 | 420 830 | 5 922 137 | ||
| Funds purchased/redeemed in 2024: | |||||
| Sale Realized gain |
|||||
| Total | 54 956 000 | 1 633 932 |
|---|---|---|
| Holberg Kreditt | 54 956 000 | 1 633 932 |
Note 5 - Financial income and expenses
| 2024 | 2023 | |
|---|---|---|
| Financial income: | ||
| Change in market value of financial current assets | 420 830 | 2 565 674 |
| Group contribution | 1 082 552 | 1 726 910 |
| Interest received from group companies | 17 931 156 | 16 554 489 |
| Other interest | 8 073 067 | 14 715 353 |
| Currency gain | 41 114 | 15 485 |
| Other financial income | 0 | 425 714 |
| Gain on sale quoted bonds | 1 633 933 | 1 985 075 |
| Total financial income | 29 182 651 | 37 988 700 |
| Financial expenses: | ||
| Interest paid to group companies | 729 156 | 528 229 |
| Other interest | 4 015 450 | 261 721 |
| Currency loss | 50 536 | 325 460 |
| Write down of assets | 3 949 926 | 0 |
| Total financial expenses | 8 745 068 | 1 115 410 |
Note 6 - Tax
| Calculation of this years tax basis: | |
|---|---|
| Net profit/loss before tax expense | 18 454 660 |
| + Permanent differences | 3 526 836 |
| + Changes in temporary differences | 10 527 |
| + Received group contributions | 1 082 550 |
| - Paid group contributions | -19 585 325 |
| = Income | 3 489 248 |
| This years income tax expense consist of: | |
| Estimated tax of net profit | 4 838 245 |
| = Tax payable | 4 838 245 |
| +/- Change in deferred tax | - 509 327 |
| = Total tax expense | 4 328 918 |
| Tax rate | 22% |
| Current tax liability: | |
| Tax payable | 4 600 083 |
| +/- Effect on tax of group contributions | -4 070 611 |
| = Tax payable | 522 935 |
Temporary differences:
| 2024 | 2023 | Change | |
|---|---|---|---|
| Fixed assets | - 11 553 | - 1 027 | 10 527 |
| Quoted bonds and other financial instruments | 1 542 137 | 3 846 730 | 2 304 593 |
| Sum temporary differences | 1 530 584 | 3 845 704 | 2 315 120 |
| Deferred tax | 336 728 | 846 055 | 509 326 |
Note 7 - Investments in subsidiaries
Subsidiaries are valued at cost in the company's accounts.
The company has shares in the following subsidiaries:
| Subsidiary, office location: | Owner ship % |
Voting rights % |
Net profit 2024 (100%) |
Equity 2024 (100%) |
|---|---|---|---|---|
| Pioneer Preschools AS, Oslo | 100,00 % | 100,00 % | -1 912 423 | 46 124 169 |
| Pioneer Property Group International AS, Oslo | 100,00 % | 100,00 % | 469 789 | 8 865 765 |
| Pioneer Hotel Properties AS, Oslo | 100,00 % | 100,00 % | 793 023 | 352 797 552 |
| Pioneer Retail Properties AS, Oslo | 100,00 % | 100,00 % | -819 186 | 79 613 952 |
| Pioneer Property Development AS, Oslo | 100,00 % | 100,00 % | 1 686 375 | 154 982 317 |
| T10 Holdco AS, Oslo | 52,00 % | 52,00 % | -405 878 | 9 409 869 |
| Norlandia Holding AS, Oslo | 69,32 % | 69,32 % | 28 052 855 | 421 309 723 |
Note 8 - Bank deposits
Employees tax deduction, deposited in a separate bank account with total amount 31.12.24 NOK 257 896.
Note 9 - Other equity
| Share capital |
Own Shares | Share premium Reserve |
Share capital reduction not registered |
Other equity | Total equity | |
|---|---|---|---|---|---|---|
| Per 1.1 | 14 683 023 | -987 966 | 555 636 899 | 550 061 290 | 1 119 393 245 | |
| Share cap. reduction | -155 072 74 | -155 072 746 | ||||
| Ordinary result | 1 112 741 | 1 112 741 | ||||
| Dividends | -58 805 870 | --58 805 870 | ||||
| Per 31.12 | 14 683 023 | -987 966 | 555 636 899 | -155 072 746 | 492 368 162 | 906 627 371 |
Note 10 - Share capital
The company had 14 683 023 ordinary shares. An extraordinary general assembly were held in Deccember 03. The reduction takes place through redemption of in total 3,284,048 ordinary shares each with a nominal value of NOK 1. The reduction takes place through redemption of the following ordinary shares: 1,642,024 ordinary shares, owned by Grafo AS (reg. no. 947 195 360); and 1,642,024 ordinary snares, owned by Eidissen Consult AS (reg. no. 916 524 552). After the redemption, the company has 10 898 975 shares with a book value NOK 1 per share, and total share capital is NOK 10 898 975.
The company have two classes of shares, ordinary shares and preference shares:
| Class of shares | shares | Total value |
Voting rights |
|---|---|---|---|
| Ordinary shares | 6 466 386 | 6 466 486 | Each share has 1 vote |
| Preference shares | 4 868 553 | 4 868 553 | Each share has 0,1 vote |
| Total | 10 898 975 | 10 898 975 |
The company's shareholders ordinary shares:
| Shareholders | Ord. shares |
|---|---|
| Hospitality Invest AS | 3 201 926 |
| Klevenstern AS | 1 549 214 |
| Mecca Invest AS | 1 549 219 |
| Hi Capital AS | 230 068 |
The company's largest shareholders pref.shares (>1%) :
| Shareholders: | Pref.Shares |
|---|---|
| Pioneer Property Group ASA | -987 966 |
| Skandinaviska Enskilda Banken AB | 500 000 |
| Nordnet Bank AB | 382 109 |
| Avanza Bank AB | 370 110 |
| The Bank of New York Mellon | 292 714 |
| Union Bancaire Privee | 141 304 |
| Danske Bank A/S | 124 040 |
| SIX SIS AG | 113 000 |
| Skandinaviska Enskilda Banken AB – Lux Branch | 96 138 |
| The Bank of New York Mellon | 68 307 |
| Nordnet Livsforsikring | 63 767 |
| Swedbank AB | 59 667 |
Indirectly owned shares of executives in the company:
| Ordinary shares | Pref. shares | |
|---|---|---|
| Roger Adolfsen (Chairman) | 3 160 192 | 0 |
| Ane Nordahl Carlsen (Board member) | 311 985 | 0 |
Note 11 - Transactions with related parties
The company has various transactions with associated companies. All the transactions have been carried out as part of the ordinary operations and at arm's length prices. The most significant transactions are as follows:
Hospitality Invest AS, management fee NOK 3 473 524
Hospitality Invest AS, Other short-term receivables NOK 663 890
-
-
| Description of the key audit matter | How the key audit matter was addressed in the audit |
|---|---|
| Valuation of investment properties The Group's value of investment properties in the financial statements amounts to TNOK 2 643, equivalent to 74,8 % of the Group's total assets. Fair value adjustments of investment properties have a significant impact on the income statement and equity. The valuation of the properties is performed by an external valuer and is described in note 6 to the financial statements. The significant amount, the complexity and the judgements involved in the valuation, lead us to identify this as a significant area of the audit. |
Our audit procedures included a detailed review of the valuation of the Group's investment properties. We assessed the external valuer's qualifications, competence and independence. We further compared the valuations and underlying assumptions with those provided from the external valuer and benchmarked them against observable market data. We ensured that the valuations were performed in accordance with applicable valuation principles and were appropriate for their intended purpose. We also reviewed and assessed the assumptions related to contract rent and market-based yield. To verify the accuracy of the valuation reports, we tested the underlying property data such as contract rent, lease duration, owner's cost and areal were consistent with supporting documentation performing the valuation of the investment properties. |
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PIONEER PROPERTY GROUP ASA RÅDHUSGATA 23 0158 OSLO NORWAY
