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Eastnine — Interim / Quarterly Report 2017
Nov 9, 2017
3037_10-q_2017-11-09_992bd2b0-045a-4cb9-b442-2ff0506fddbf.pdf
Interim / Quarterly Report
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Interim Report January - September
2017
"During the third quarter, NAV per share increased by 2.2%, on the back of positive development throughout the portfolio"
Kestutis Sasnauskas
Key events during the quarter
- Net Asset Value (NAV) per share was EUR 9.79, an increase of 2.2% from the second quarter¹.
- All segments increased in value; Real Estate direct by 1.4%, Real Estate funds by 5.0% and Other by 1.5%.
- Investments totalling EUR 8.0m were made in 3Burės development and East Capital Baltic Property Fund III. Divestments amounted to EUR 1.9m, referring to East Capital Deep Value Fund.
- 577,013 shares were repurchased for a total of EUR 4.1m.
- Decision on new dividend policy and financial targets to reflect the transformation into a real estate company, and continued repurchases of own shares in Q4 up to NAV/share
• Kestutis Sasnauskas was appointed new CEO on 3 July. 1 Adjusted for share buybacks
Key events after the quarter
- East Capital Baltic Property Fund II closed the sale of GO9 in Vilnius at IRR above 15%. Eastnine expects to receive its share of the proceeds, in excess of EUR 9m, during Q4.
- 343,214 shares were repurchased 1 Oct 7 Nov. Eastnine's holding represents 5.8% of all shares in the company.
Key figures
| 30 SEP 2017 | 30 JUN 2017 | 31 DEC 2016 | 30 SEP 2016 | ||
|---|---|---|---|---|---|
| NAV per share | EUR | 9.79 | 9.59 | 9.67 | 8.73 |
| NAV per share | SEK | 94.5 | 92.2 | 92.6 | 84.1 |
| Closing price per share | SEK | 75.00 | 70.50 | 66.75 | 57.50 |
| Total NAV | EURm | 232.3 | 232.9 | 247.6 | 227.6 |
| Market cap | EURm | 193 | 182 | 196 | 168 |
| Q3 2017 | Q3 2016 | 9M 2017 | 9M 2016 | FY 2016 | ||
|---|---|---|---|---|---|---|
| Net result | EURm | 3.5 | -2.0 | 0.8 | -9.5 | 13.3 |
| Earnings per share | EUR | 0.15 | -0.08 | 0.03 | -0.35 | 0.49 |
| NAV per share development | % | 2.2 | -0.1 | 1.3 | -3.0 | 7.4 |
| Investments | EURm | 8.0 | 0.0 | 40.1 | 5.0 | 5.0 |
| Divestments | EURm | 1.9 | 19.7 | 11.8 | 26.8 | 117.4 |
1 EUR = 9.65 SEK on 30 Sep 2017. Source: Reuters
Transforming into a real estate company in the Baltics
Eastnine, formerly East Capital Explorer, was listed on Nasdaq Stockholm in 2007 by East Capital, its investment manager until 2016 when the investment agreement was terminated. This marked the strategic shift from a diversified Eastern European investment company into a Baltic real estate company. Under its new name and with an in-house investment team, Eastnine is continuing its transformation into a pure real estate company, divesting non-core assets and following the goal of generating predictable cash flows as a long-term owner of attractive commercial A-class properties in the Baltic capitals.
Long-term financial targets in Real Estate Direct
13-15% <65% >2.0x Return on equity, over 5-year period Loan-to-value ratio Interest service coverage ratio
Dividend
Dividend shall correspond to at least 50% of profit from property management. During the build-up phase until 2020, the annual dividend shall be at least 2.0% of the net asset value at the preceding year-end.
New strategy in place
"Once fully transformed to a real estate company, our return on equity target is 13-15% and more than half of our profit from property management shall be redistributed to shareholders."
The third quarter held few surprises, with a good growth in NAV per share.
In September, we took another important step in the transformation to a Baltic real estate company, by introducing new financial targets and a new dividend policy for our strategy, as well as setting goals for the implementtation. At the latest by 2020, we shall have transformed our portfolio to be concentrated on prime office properties in Vilnius, Riga and Tallinn. For this strategy, our target return on equity is 13-15% over a five-year period, with loan-tovalue below 65%. Depending on acquisition pace and leverage, ROE may, however, be lower during the build-up phase. In the long term, more than half of the profit from property management shall be distributed to our shareholders, providing shareholders with a good return, and at the same time enabling us to grow both the portfolio and the dividend. Until our profit from property management is fully built-up, we will propose an annual dividend of at least 2.0% of NAV. In addition, if our share trades below its NAV, we will continue buying back our
own shares, but now without the previous NAV discount limitation of 20%. Altogether, these guidelines represent the company we envisage for the coming years. Until then, we have a significant but rewarding task to, on the one hand, identify and carry out the right real estate acquisitions in line with our strategy – the pipeline is well-stocked – and on the other hand, continue to divest the other holdings in the most value creative way for each individual holding. Certain holdings are more liquid, while other divestments will require some time in order to be well executed.
NAV per share increased by 2.2% in the third quarter, with a stable development throughout all segments. No revaluations were made and the rouble, relevant for Melon Fashion Group, was close to unchanged. The real estate segment increased in value by 2.9% and Other by 1.5%. East Capital Baltic Property Fund II's sale of GO9 shopping centre contributed positively, and will realize more than EUR 9m to Eastnine in the fourth quarter. We are also happy to see MFG performing well, with 14.3% sales growth and a gross margin of 52.3% - up from 45.5% a year ago.
Kestutis Sasnauskas, CEO
NAV/share increased by 2.2% in Q3 2017. Fair value gains in the core real estate segments and buybacks contributed EUR 0.19/share. Fair value changes in the Other segment and dividends received from Melon Fashion group, contributed altogether EUR 0.05/share.
Performance
EASTNINE AB 4 Interim Report JAN-SEP 2017
Our Portfolio
Eastnine's focus for new investments is in the real estate direct segment, while other holdings will be gradually reduced through divestments and redemptions.
In Q2 2017, Eastnine changed its segment reporting to better reflect its ongoing strategic shift. The new segments are Real Estate Direct, Real Estate Funds and Other. Comparable numbers are reclassified per the new segment reporting.
| VALUE CHANGE |
VALUE CHANGE |
||||||
|---|---|---|---|---|---|---|---|
| VALUE | NAV/ | VALUE | VALUE | JAN- SEP | JUL-SEP | ||
| 30 SEP 2017 | SHARE | % OF | 30 JUN 2017 | 31 DEC 2016 | 2017 | 2017 | |
| NET ASSET VALUE (NAV) | EURM | EUR | NAV | EURM | EURM | %¹ | %¹ |
| Real Estate Direct | |||||||
| Vertas | 29.7 | 1.25 | 12.8 | 29.2 | 0.0 | 1.9 | 1.5 |
| 3Burės | 27.6 | 1.16 | 11.9 | 27.0 | 25.4 | 8.4 | 2.2 |
| 3Burės development | 10.0 | 0.42 | 4.3 | 8.1 | 5.0 | -0.2 | -1.0 |
| Total Real Estate Direct | 67.2 | 2.83 | 28.9 | 64.2 | 30.4 | 4.1 | 1.4 |
| Real Estate Funds | |||||||
| East Capital Baltic Property Fund II | 30.7 | 1.29 | 13.2 | 28.6 | 27.8 | 11.7 | 7.1 |
| East Capital Baltic Property Fund III | 15.5 | 0.65 | 6.7 | 9.2 | 8.8 | 4.0 | 1.2 |
| Total Real Estate Funds | 46.1 | 1.94 | 19.9 | 37.9 | 36.7 | 9.0 | 5.0 |
| Total Real Estate | 113.3 | 4.78 | 48.8 | 102.1 | 67.1 | 6.1 | 2.9 |
| Other | |||||||
| Melon Fashion Group | 39.6 | 1.67 | 17.0 | 40.8 | 42.9 | -5.4 | -0.6 |
| East Capital Deep Value Fund | 20.7 | 0.87 | 8.9 | 22.1 | 28.7 | -6.7 | 2.5 |
| East Capital Global Frontier Markets Fund | 11.3 | 0.48 | 4.9 | 11.0 | 10.2 | 10.3 | 2.4 |
| Komercijalna Banka Skopje | 10.6 | 0.45 | 4.6 | 9.8 | 10.7 | 4.3 | 7.9 |
| Other Investments² | 1.3 | 0.06 | 0.6 | 1.4 | 7.2 | -1.8 | -2.3 |
| Total Other | 83.5 | 3.52 | 36.0 | 85.1 | 99.6 | -2.8 | 1.5 |
| Total Portfolio | 196.8 | 8.30 | 84.7 | 187.2 | 166.7 | 1.8 | 2.3 |
| Cash and cash equivalents | 38.2 | 1.61 | 16.4 | 48.1 | 83.5 | ||
| Other assets and liabilities net | -2.7 | -0.12 | -1.2 | -2.4 | -2.7 | ||
| Net Asset Value (NAV) | 232.3 | 9.79 | 100.0 | 232.9 | 247.6 | 1.33 | 2.23 |
-
The value change calculation is adjusted for investments, divestments and distributions during the relevant period. i.e. it is the percentage change between: the ending value plus any proceeds from dividends or divestments during the period, divided by the starting value plus any added investment during the period
-
Including East Capital Bering Ukraine Fund Class R. Trev-2 Group included on 31 Dec 2016 at fair value of EUR 5.7m
-
NAV per share development
The number of shares used in NAV/share 30 Sep 2017 is 23,723,020 and is adjusted for repurchased shares held by the company (Note 6).
1 EUR = 9.65 SEK on 30 Sep 2017. Source: Reuters
Note that certain numerical information may not add up due to rounding
Group Performance
Geographic breakdown, %
The investment activities of Eastnine AB (publ) (the Company) are managed in the operating subsidiaries Humarito Ltd, East Capital Explorer Investments AB and ECEX Holdings SA (in liquidation). Transactions in the operating subsidiaries are referred to as the investment activities in this report. Presentation currency is euro (EUR).
Market
The European recovery continued to gain strength in the third quarter and forecasters again raised GDP estimates. 2017 could be the second consecutive year when the euro area outpaces the US economy. The recovery, and the growing discussion on the risk/potential for an ECB tightening, are drivers behind the stronger EUR. The biggest enigma remains inflation that stayed muted despite accelerating growth. This is even more pronounced in the US. Overall US growth was slightly disappointing as hopes about massive reflation from the Trump administration faded.
The Baltic economies continue to show strong GDP growth, Estonia grew by 5.7% and Lithuania by 4.1% in the second quarter, and Latvia repoted a GDP growth of 5.8% for the third quarter. Growth in all three countries was driven by exports thanks to the overall recovery in both Europe and Russia, by consumption due to real wage growth and decreased unemployment rates, as well as by increased EU investments in infrastructure. Inflation, affected by wage growth as well as food and energy prices, has risen to around 3%.
In the Baltic property markets, yields have decreased slightly, but still have a significant gap compared to Nordic capitals, to just below 7% for prime office properties. Demand remains high and vacancies are low, pushing up average rents. Construction is picking up and several development projects are expected to be completed in the near future, which could momentarily affect rent levels.
In Russia, real wage growth (+3.7% in Aug), improving consumer confidence, falling inflation, rebound in oil prices and recovering consumer traffic constituted the conditions in Q3. Food inflation, as an indicator, slowed to a record low 3.2% in Q3. These factors contributed to a continued recovery of retail sales, which accelerated in real terms to +1.9% in August from +1.2% in July. Official numbers for September retail sales are expected to accelerate further, boding well for the rest of the year. We remain cautiously optimistic about an improving retail environment in Russia and note retailers' greater focus on digitalization and ecommerce, supported by growing internet penetration.
| EURM | Q3 2017 | Q3 2016 | 9M 2017 | 9M 2016 | FY 2016 |
|---|---|---|---|---|---|
| Vertas | 29.1 | ||||
| 3Burės development | 2.0 | 5.0 | 0.3 | 0.3 | |
| East Capital Baltic Property Fund III | 6.0 | 6.0 | 4.8 | 4.8 | |
| Total investments | 8.0 | 0.0 | 40.1 | 5.0 | 5.0 |
| East Capital Deep Value Fund | 1.9 | 7.2 | 6.1 | 7.2 | 12.2 |
| Trev-2 Group | 5.7 | ||||
| East Capital Global Frontier Markets Fund |
12.5 | 19.6 | 21.6 | ||
| Starman | 83.6 | ||||
| Total divestments | 1.9 | 19.7 | 11.8 | 26.8 | 117.4 |
Investments and divestments
Results for the third quarter 2017
The net result for the third quarter was EUR 3.5m (EUR -2.0m), including value changes of shares in subsidiaries of EUR 4.0m (EUR -1.7m), corresponding to earnings per share of EUR 0.15 (EUR -0.08).
Melon Fashion Group was impaired by EUR -0.3m due to translation from rouble to euro, while the underlying rouble valuation was unchanged. Also, fair value of Melon Fashion Group was adjusted by EUR -1.0m, corresponding to dividend received during the third quarter.
Together with fair value adjustments in Vertas of EUR 0.4m, 3Burės of EUR 0.6m, East Capital Baltic Property Fund II of EUR 2.0m, East Capital Baltic Property Fund III of EUR 0.2m, East Capital Deep Value Fund of EUR 0.6m, Komercijalna Banka Skopje of EUR 0.8m and in East Capital Global Frontier Markets Fund of EUR 0.3m, these were the main contributors to the change in value of shares in subsidiaries in the Income statement for the period.
In the investment activities, Eastnine invested EUR 6.0m in East Capital Baltic Property Fund III, EUR 2.0m in 3Burės development and sold EUR 1.9m of the holding in East Capital Deep Value Fund.
The result for the period includes other income of EUR 0.2m (EUR 0.4m) mainly from repayment of charged management fees in funds, and expenses of EUR 0.9m (EUR 0.7m), all of which refer to the Parent company. Net financial income and expenses was EUR +0.2m (EUR 0.0m).
Comparative numbers in parenthesis refer to the third quarter of 2016.
Results for the period Jan-Sep 2017
The net result for the first nine months of the year was EUR 0.8m (EUR -9.5m), including value changes of shares in subsidiaries of EUR 1.8m (EUR -6.5m), corresponding to earnings per share of EUR 0.03 (EUR -0.35).
Melon Fashion Group was impaired by EUR -2.3m due to translation from rouble to euro, while the underlying rouble valuation was unchanged. Also, fair value of Melon Fashion Group was adjusted by EUR -1.0m, corresponding to dividend received during the third quarter.
Together with fair value adjustments in Vertas of EUR 0.6m, 3Burės of EUR 2.1m, East Capital Baltic Property Fund II of EUR 2.8m, East Capital Baltic Property Fund III of EUR 0.6m, East Capital Global Frontier Markets Fund of EUR 1.1m and in East Capital Deep Value Fund of EUR -1.9m, these were the main contributors to the change in value of shares in subsidiaries in the Income statement for the period.
Furthermore, dividends were received from East Capital Baltic Property Fund II of EUR 0.4m, Komercijalna Banka Skopje of EUR 0.5m and from Melon Fashion Group of EUR 1.0m, as mentioned above. Eastnine acquired office property Vertas in Vilnius for EUR 29.1m and invested EUR 6.0m in East Capital Baltic Property Fund III and EUR 5.0m in 3Burės development. Trev-2 was sold for a total cash consideration of EUR 5.7m. Shares in East Capital Deep Value Fund were sold for a total amount of EUR 6.1m.
The result for the period includes dividend from East Capital Explorer Investments AB of EUR 0.5m (redistribution of dividend from Komercijalna Banka Skopje, as mentioned above), other income of EUR 0.7m (EUR 0.4m) mainly from repayment of charged management fees in funds, and expenses of EUR 2.6m (EUR 1.8m), all of which refer to the Parent company. Net financial income and expenses was EUR +0.5m (EUR -0.1m).
Comparative numbers in parenthesis refer to January-September 2016.
Financial Position and Cash Flow Jan-Sep 2017
The Parent Company's equity ratio was 99.2 percent (99.3 percent).
The cash flow presented below only relates to transactions in the Parent Company. In June, an ordinary dividend for 2016 of SEK 0.90 per share, corresponding to EUR 0.09 per share, was paid out to the shareholders. The total amount of the dividend was EUR 2.3m. Also in June, the Company received a dividend of EUR 0.5m (EUR 0.0m) from East Capital Explorer Investments AB. In
September, an add-on investment of EUR 2.0m was made in 3Burės development. During the period, Jan–Sep 2017, Eastnine repurchased a total of 1,881,443 shares for an amount equivalent to EUR 13.8m.
Cash and cash equivalent at the end of the period amounted to EUR 10.7m (EUR 30.3m), all of which refer to the Parent Company.
At the end of the period, cash and cash equivalents in the investment activities amounted to EUR 38.2m (EUR 83.5m). Please refer to the breakdown of values in subsidiaries on pages 19-21 for more details regarding the investment activities.
Comparative numbers in parenthesis refer to 31 December 2016.
Commitments
On 10 July 2015, the Company announced a commitment to invest EUR 20m in total in East Capital Baltic Property Fund III. Of this, EUR 14.1m has been drawn down by the fund and the outstanding commitment on 30 September 2017 amounted to EUR 5.9m.
Real Estate Direct
Segment development
- The fair value of the segment increased by 1.4% July-September, and by 4.1% year-to-date, to EUR 67.2m. Total property value was EUR 99.6m, with no revaluations. The segment's combined annual average return is 10.9%, affected by the development project and the fact that Vertas is 100% equity financed.
- The fair value increase is attributable to positive operating cash flows in 3Burės and Vertas, while 3Burės development had a marginal value decrease.
- Combined vacancy remains low at 1.9% in Q3, a decrease from 2.4% in Q2, while average rent increased to EUR 13.8 per sqm and month in Q3, up from EUR 13.5 in Q2.
- The segment's combined LTV was 32.7%. Vertas, acquired in Q2 2017, has no bank financing due to Eastnine's current cash surplus.
- Please see p. 26 for more detailed consolidated property data.
| EURm | Q3 2017 | Q3 2016 | 9M 2017 | 9M 2016 | FY 2016 |
|---|---|---|---|---|---|
| Value change1 , % |
1.4 | 3.5 | 4.1 | 8.0 | 9.1 |
| NAV | 67.2 | 30.1 | 67.2 | 30.1 | 30.4 |
| % of Eastnine's NAV | 28.9 | 13.2 | 28.9 | 13.2 | 12.3 |
| Investments | 2.0 | - | 34.1 | 0.3 | 0.3 |
| Divestments | - | - | - | - | - |
The value change calculation is adjusted for investments, divestments and distributions during the relevant period
3Burės
3Burės development
3Burės
| Eastnines holding in the property, % | 100 |
|---|---|
| Fair value, EURm | 27.6 |
| % of NAV | 11.9 |
| Value change Jul-Sep, % | 2.2 |
The fair value of the investment in the office property 3Burės, with a leasable area of 28,400 sqm in Vilnius, increased by 2.2% during the third quarter, attributable to positive operating cash flows. A slight negative value change of an interest rate derivate (swap) is included in the result. The property value was held unchanged at EUR 60.9m and loan-to-value amounted to 53% of the property value. An external valuation will be made at year-end. Eastnine's average annual return in 3Burės since investment is 14.9%.
Rental income was flat quarter-on-quarter but increased by approximately 2% year-on-year on the back of rent increases. During the third quarter, the vacancy rate in 3Burės decreased from 3.3% to 1.7% after the rental agreements signed during the previous quarter came into effect, which also increased average rent by 2.7%. During the quarter, further investments in energy efficient measures were made, including in a new building management system and in the building's roof, which was painted white to reflect sunlight and reduce the need of cooling during summer.
Learn more about 3Burės at www.3bures.lt
3Burės development
| Eastnines holding in the property, % | 100 |
|---|---|
| Fair value, EURm | 10.0 |
| % of NAV | 4.3 |
| Value change Jul-Sep, % | -1.0 |
The quarterly fair value change (excluding equity investment during the quarter) of the development of the third tower in 3Burės was -1.0%, mainly due to a negative swap revaluation. Eastnine invested EUR 2.0m in the project during Q3. The
property value increased to EUR 10.2m because of investments, with no change in the underlying valuation. An external valuation of the development project will be made at year-end. The development, which thus far is equity financed, will as of 2018 use bank financing.
The construction continued according to schedule and by the quarter-end, eleven of twenty-three floors had been risen. The property, which is expected to be completed by the end of 2018 with a leasable area of 12,800 sqm, is 98% pre-let to Swedbank and Visma.
Vertas
| 100 |
|---|
| 29.7 |
| 12.8 |
| 1.5 |
The fair value of the investment in Vertas, the office property in central Vilnius acquired in June 2017, increased by 1.5% during the third quarter due to positive operating cash flows. The property value is unchanged since acquisition. Vertas will be valued by an external appraiser when it has been owned 12 months.
The property, with a leasable area of 9,400 sqm, reported a vacancy of 2.7% for the end of September. Vertas is short-term financed without bank loans due to Eastnine's strong cash position.
Learn more about Vertas at www.vertas.lt
Real Estate Funds
Segment development
- The fair value of the segment increased by 5.0% in July-September, driven by East Capital Baltic Property Fund II's successful sale of GO9 shopping centre in Vilnius which was completed in October, and by 9.0% year-to-date, to EUR 46.1m. Combined annual average return is 10.2%.
- In August, Eastnine invested EUR 6.0m in East Capital Baltic Property Fund III, as a drawdown on committed capital, in conjunction with the fund's acquisition of Tallinn based Nehatu logistics centre.
- Eastnine expects to receive an amount in excess of EUR 9m from East Capital Baltic Property Fund II during Q4, corresponding to the pro rata proceed from the sale of GO9.
- There are in total eight commercial properties in the two funds, seven of which are in Tallinn and one in Riga.
| EURm | Q3 2017 | Q3 2016 | 9M 2017 | 9M 2016 | FY 2016 |
|---|---|---|---|---|---|
| Value change1 , % |
5.0 | 1.6 | 9.0 | 6.0 | 7.6 |
| NAV | 46.1 | 36.1 | 46.1 | 36.1 | 36.7 |
| % of Eastnine's NAV | 19.9 | 15.8 | 19.9 | 15.8 | 14.8 |
| Investments | 6.0 | - | 6.0 | - | 4.8 |
| Divestments | - | - | - | - | - |
The value change calculation is adjusted for investments, divestments and distributions during the relevant period
East Capital Baltic Propery Fund II
East Capital Baltic Propery Fund III
East Capital Baltic Property Fund II
| Eastnines share of the fund, % | 47 |
|---|---|
| Fair value, EURm | 30.7 |
| % of NAV | 13.2 |
| Value change Jul-Sep, % | 7.1 |
The fair value of Eastnine's holding in East Capital Baltic Property Fund II increased by 7.1% during the third quarter and 11.7% year-to-date. The Fund's Net Asset Value includes the unrealized gain in GO9 shopping centre based on the signed share sale agreement.
The successful exit of GO9 corresponds to an equity IRR of 15% and the net proceeds from the transaction will be distributed to investors after closing, which was at end-October, including to Eastnine.
The Deglava property in Riga remained closed during the quarter and negotiations with potential tenants continued. In August 2017, a settlement was agreed with formed tenant, with no significant NAV implication.
The duration of East Capital Baltic Property Fund II is until 2019 with possible extension up to three years.
East Capital Baltic Property Fund III
| Eastnines share of the fund, % | 27 |
|---|---|
| Fair value, EURm | 15.5 |
| % of NAV | 6.7 |
| Value change Jul-Sep, % | 1.2 |
The fair value of Eastnine's holding in East Capital Baltic Property Fund III increased by 1.2% during the third quarter and by 4.0% year-to-date.
A share purchase agreement for VGP Nehatu logistics complex in Tallinn, with a leasable area of roughly 75,000 sqm, was signed in June. The transaction was closed in September and operational take-over of the property is ongoing.
The parking lot of Vesse Retail Centre was upgraded, and the Hilton hotel continued its strong performance.
The duration of East Capital Baltic Property Fund III is until 2023 with a possible two-year extension.
Other
Segment development
- The fair value of the segment increased by 1.5% in July-September, but decreased by 2.8% year-to-date, to EUR 83.5m. Combined average annual return is 0.6%.
- The public equity holdings, East Capital Deep Value Fund, East Capital Global Frontier Markets Fund and Komercijalna Banka Skopje, gained in value while Melon Fashion Group decreased marginally due to currency translation.
- Quarterly redemptions of Eastnine's holding in East Capital Deep Value Fund continue as planned. East Capital Global Frontier Markets Fund remains in the portfolio as a liquid holding.
| EURm | Q3 2017 | Q3 2016 | 9M 2017 | 9M 2016 | FY 2016 |
|---|---|---|---|---|---|
| Value change1 , % |
1.5 | -0.1 | -2.8 | 4.7 | 17.4 |
| NAV | 83.5 | 167.0 | 83.5 | 167.0 | 99.6 |
| % of Eastnine's NAV | 36.0 | 73.4 | 36.0 | 73.4 | 40.2 |
| Investments | - | - | - | - | - |
| Divestments | 1.9 | 19.7 | 11.8 | 26.8 | 117.4 |
The value change calculation is adjusted for investments, divestments and distributions during the relevant period
Melon Fashion Group
- East Capital Deep Value Fund
- East Capital Global Frontier Markets Fund
- Komercijalna Banka Skopje
Other investments
Melon Fashion Group
| Eastnines share of the fund, % | 36 |
|---|---|
| Fair value, EURm | 39.6 |
| % of NAV | 17.0 |
| Value change Jul-Sep, % | -0.6 |
The fair value of Eastnine's holding in Melon Fashion Group (MFG) decreased by 0.6% in Q3 as a result of translation from RUB to EUR, while the underlying RUB based valuation was kept unchanged.
Based on the preliminary management report, MFG's total sales in the third quarter increased by 14.3% supported by high single digit like-for-like sales growth on the back of significant increase in store traffic, and continuous positive development of online sales, growing year-on-year by 70%. All three brands showed a healthy high single digit to low double digit like-for-like growth. The restructuring efforts within the brands, undertaken last year, has brought pay-off, supported by the strengthened local currency and recovery in store traffic. 9M sales grew by 5.3% year-on-year.
The third quarter gross margin increased to 52.3% from 45.5% in Q3 2016, supported by stronger local currency and lower reduction rates. 9M 2017 gross margin increased to 51.1% from 44.7% in 9M 2016.
The improved gross margin translated into an uplift of operating profitability compared to the corresponding period last year; Q3 EBITDA reached RUB 505m from RUB 148m in the previous year, corresponding to a 13.2% EBITDA margin. FX impact in Q3 2017 was insignificant. 9M 2017 EBITDA reached RUB 840m compared to RUB 51m in 9M 2016, corresponding to EBITDA margins of 8.6% and 0.5% respectively. Adjusted for FX impact, Q3 2017 EBITDA amounted to RUB 852m vs RUB 248 m in Q3 2016.
The total number of stores decreased to 537 from 558 as of end of 2016. During this period, 15 retail stores were opened while 40 were closed, along with 4 stores net increase in franchise stores.
Management's focus in the past quarter remained on the upgrade of existing selling space through relocation and new store openings as well as roll-out of IT investments.
Learn more about Melon Fashion Group at www.melonfashion.ru/en
East Capital Deep Value Fund
| Eastnines share of the fund, % | 72 |
|---|---|
| Fair value, EURm | 20.7 |
| % of NAV | 8.9 |
| Value change Jul-Sep, % | 2.5 |
The fair value of Eastnine's investment in the fund increased by 2.5% during the third quarter, and Eastnine divested fund shares corresponding to EUR 1.9m during the same period. In general, macro is improving throughout Eastern Europe, with several countries showing strong recovery and GDP growth among the highest in Europe, including Russia and the Balkan countries. The biggest movers were Romanian real estate developer Impact +47.9%, Slovenian insurance company Sava Re +7.9%, Serbian media company B92 -24.7%, and Serbian Putevi -18.1%.
The fund's focus going forward will be on small and mid-cap Eastern European companies with slightly higher liquidity. Following this change in investment strategy, the fund's name will change to East Capital Eastern Europe Small Cap, effective 1 December 2017.
East Capital Global Frontier Markets Fund
| Eastnines share of the fund, % | 28 |
|---|---|
| Fair value, EURm | 11.3 |
| % of NAV | 4.9 |
| Value change Jul-Sep, % | 2.4 |
The value of Eastnine's holding in East Capital Global Frontier Markets Fund gained 2.4% and 10.3% year-to-date, while the MSCI Frontier Markets index increased by 4.2% during the third quarter. The fund underperformed its index primarily due to a large underweight in Kuwait, a large weight of the index performing strong during the period.
Argentina had a strong quarter, where Grupo Supervielle was a strong positive contributor, gaining 29.5%. The Nigerian economy is turning around and showing positive GDP growth in Q3, for the first time in over a year. The Pakistan market lost another 14%, as Prime Minister Nawaz Sharif was disqualified by the Supreme Court and fear of Rupee depreciation intensified.
Komercijalna Banka Skopje
| Eastnines holding in the company, % | 10 |
|---|---|
| Fair value, EURm | 10.6 |
| % of NAV1 | 4.6 |
| Value change Jul-Sep, % | 7.9 |
- Direct investment and through East Capital Deep Value Fund
Komercijalna Banka Skopje's (KBS) shares increased by 7.9% (in EUR) on the Macedonian exchange during the quarter. Macedonia shows a strong economic recovery, with an expected GDP growth of 3% in 2017 and KBS continues to benefit from the strong macroeconomic environment.
However, KBS reported a nine-month net profit of MKD 106m compared to MKD 526m for the same period the previous year. The result was held down mainly due to an increase of the provisioning of the corporate loans, which was above expectations in the reporting period.
Learn more about Komercijalna Banka Skopje at www.kb.com.mk
Other information
Risks and uncertainties
The dominant risk in Eastnine's operations is commercial risk in the form of exposure to specific sectors, geographic regions or individual holdings and financial risk in the form of market risk, equity price risk, foreign exchange risk and interest rate risk. A more detailed description of Eastnine's material risks and uncertainties is provided in the Company's Annual Report 2016 on pages 60-61. An assessment for the coming months is provided in the Market comment on page 6.
In addition, through the business activities of the holdings, i.e. their offerings of products and services, within the respective sectors, the investments are also exposed to legal/regulatory risk and political risk, for example political decisions on public sector expenditures and industry regulations.
Organisational and investment structure
Eastnine AB (publ) is a Swedish investment company listed on Nasdaq Stockholm. Eastnine's business concept is to maximise risk-adjusted shareholder return by offering shareholders exposure to a portfolio of primarily real estate investments in the Baltic countries, mainly through direct ownership. Eastnine also holds other private equity and fund investments in Eastern Europe, that are expected to be divested within the next few years.
The Company is currently transitioning into a pure Baltic real estate company, with an aim to generate predictable cash flows by being a long-term owner of attractive commercial properties with stable tenants in prime locations in the Baltic capitals.
Eastnine has seven full-time employees in its Stockholm headquarters. For further information about the organizational and investment structure of the Company, please see the Company's latest Annual Report, under the section 'Corporate Governance'.
The CEO certifies that the interim report presents a true and fair view of the Company's and the Group's operations, financial position and profits and describes the significant risks and uncertainties facing the Company and the Group.
Stockholm, 9 November 2017
Kestutis Sasnauskas Chief Executive Officer
Review Report
To the Board of Eastnine AB (publ) Corporate identity number 556693-7404
Introduction
We have reviewed the summary interim financial information (interim report) of Eastnine AB (publ) as of 30 September 2017 and the nine-month period then ended except for the investment portfolio reporting on pages 9-13 and 26. The Board of Directors and the Managing Director are responsible for the preparation and presentation of this interim report in accordance with IAS 34 and the Annual Accounts Act. Our responsibility is to express a conclusion on this interim report based on our review.
Scope of the Review
We conducted our review in accordance with the Standard on review engagements (ISRE) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and other generally accepted auditing practices. The procedures performed in a review do not enable us to obtain a level of assurance that would make us aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the interim report is not prepared, in all material respects, for the Group in accordance with IAS 34 and the Annual Accounts Act, and for the Parent Company in accordance with the Annual Accounts Act.
Stockholm, 9 November 2017 KPMG AB
Anders Malmeby Authorised Public Accountant
This review report is a translation of the original review report in Swedish.
Financial Statements
EASTNINE AB 16 Interim Report JAN-SEP 2017
Income Statement
| EUR Thousands | |||||
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||
| Note | Jan-Sep | Jan-Sep | Jul-Sep | Jul-Sep | |
| Changes in fair value of subsidiaries | 2 | 1,754 | -6,469 | 4,012 | -1,650 |
| Dividend received | 500 | - | - | - | |
| Other income | 709 | 360 | 233 | 360 | |
| Staff expenses | -1,546 | -1,100 | -606 | -461 | |
| Other operating expenses | -1,074 | -664 | -338 | -233 | |
| Items affecting comparability1 | - | -1,604 | - | - | |
| Operating profit/loss | 343 343 |
-9,478 -9,478 |
3,301 | -1,984 | |
| Financial income | 551 | 22 | 188 | 22 | |
| Financial expenses | -62 | -73 | 12 | -62 | |
| Profit/loss before tax | 832 832 |
-9,528 -9,528 |
3,501 | -2,024 | |
| Tax | - | - | - | - | |
| NET PROFIT/LOSS FOR THE PERIOD2 | 832 832 |
-9,528 -9,528 |
3,501 | -2,024 | |
| Earnings per share, EUR | |||||
| - Attributable to shareholders of the Parent Company | 0.03 | -0.35 | 0.15 | -0.08 |
No dilutive effects during the periods
Advisory costs related to the termination of the Investment Agreement with East Capital
Net Profit/Loss for the period corresponds to Total Comprehensive income
Balance Sheet
| EUR Thousands | ||
|---|---|---|
| -- | --------------- | -- |
| 2017 | 2016 | 2016 | ||
|---|---|---|---|---|
| Note | 30 Sep | 31 Dec | 30 Sep | |
| Assets | ||||
| Shares in subsidiaries | 3, 4 | 197,747 | 195,993 | 204,594 |
| Loans to group companies | 4 | 22,900 | 20,900 | 20,900 |
| Total non-current assets | 220,647 220,647 |
216,893 216,893 |
225,494 | |
| Other short-term receivables | 5 | 2 | - | |
| Accrued interest income | 4 | 2,231 | 1,680 | 1,499 |
| Accrued income and prepaid expenses | 465 | 427 | 369 | |
| Cash and cash equivalent | 10,740 | 30,338 | 1,581 | |
| Total current assets | 13,442 13,442 |
32,447 32,447 |
3,450 | |
| Total assets | 234,088 234,088 |
249,340 249,340 |
228,943 | |
| Equity | ||||
| Share capital1 | 3,658 | 3,655 | 3,655 | |
| Other contributed capital/Share premium reserve2 | 283,513 | 299,613 | 302,532 | |
| Retained earnings2 | -55,711 | -69,014 | -69,014 | |
| Net profit/loss for the period2 | 832 | 13,303 | -9,528 | |
| Total equity | 232,292 232,292 |
247,558 247,558 |
227,646 | |
| Current liabilities | ||||
| Other liabilities | 378 | 334 | 94 | |
| Accrued expenses and prepaid income | 1,418 | 1,449 | 1,203 | |
| Total current liabilities | 1,797 1,797 |
1,783 1,783 |
1,297 | |
| Total equity and liabilities | 234,088 234,088 |
249,340249,340 249,340 |
228,943 228,943 |
Restricted capital
Statement of Changes in Equity
| EUR Thousands | Other contributed capital/Share premium |
Retained earnings incl. profit/loss for |
Total equity shareholders in Parent |
|
|---|---|---|---|---|
| Share capital | reserve | the year | company | |
| Opening equity 1 January 2017 | 3,655 3,655 |
299,613 299,613 299,613 |
-55,711 -55,711 -55,711 | 247,558 |
| Net profit/loss for the period | - | - | 832 | 832 |
| Total comprehensive income | - | - | 832 | 832 |
| Bonus issue | 3 | -3 | - | - |
| Dividend to shareholders | - | -2,267 | - | -2,267 |
| Share buy-back | - | -13,832 | - | -13,832 |
| Closing equity 30 September 2017 | 3,658 3,658 |
283,513 283,513 283,513 |
-54,879 -54,879-54,879 | 232,292 232,292 |
| EUR Thousands | Other contributed capital/Share premium |
Retained earnings incl. profit/loss for |
Total equity shareholders in Parent |
|
|---|---|---|---|---|
| Share capital | reserve | the year | company | |
| Opening equity 1 January 2016 | 3,654 3,654 |
318,920 318,920 318,920 |
-69,014 -69,014-69,014 | 253,561 |
| Net profit/loss for the period | - | - | -9,528 | -9,528 |
| Total comprehensive income | - | - | -9,528 | -9,528 |
| Bonus issue | 1 | -1 | - | - |
| Dividend to shareholders | - | -2,335 | - | -2,335 |
| Share buy-back | - | -14,052 | - | -14,052 |
| Closing equity 30 September 2016 | 3,655 3,655 |
302,532 302,532 302,532 |
-78,542 -78,542-78,542 | 227,646 |
Statement of Cash Flow
EUR Thousands
| 2017 | 2016 | 2017 | 2016 | |
|---|---|---|---|---|
| Jan-Sep | Jan-Sep | Jul-Sep | Jul-Sep | |
| Operating activities | ||||
| Operating profit/loss | 343 | -9,478 | 3,301 | -1,984 |
| Changes in fair value of subsidiaries | -1,754 | 6,469 | -4,012 | 1,650 |
| Cash flow from current operations before changes in working capital | -1,411 -1,411 |
-3,009 -3,009 |
-711 | -334 |
| Cash flow from changes in working capital | ||||
| Increase (-)/decrease(+) in other current receivables | -42 | -355 | -33 | -363 |
| Increase (+)/decrease(-) in other current payables | 15 | 787 | 211 | 698 |
| Cash flow from operating activities | -1,437 -1,437 |
-2,578 -2,578 |
-533 | 1 |
| Investing activities | ||||
| Repayment of shareholder contributions | - | 20,700 | - | 6,700 |
| Aquisition of remaining shares in ECEX Holding SA | - | -2,000 | - | -2,000 |
| Loan to group company | -2,000 | -2,000 | - | |
| Cash flow from investing activities | -2,000 -2,000 |
18,700 18,700 |
-2,000 | 4,700 |
| Financing activities | ||||
| Dividend to shareholders | -2,267 | -2,335 | 0 | - |
| Share buy-back | -13,832 | -14,052 | -4,138 | -5,926 |
| Cash flow from financing activities | -16,099 -16,099 |
-16,387 -16,387 -16,387 |
-4,138 | -5,926 |
| Cash flow for the period | -19,537 -19,537 |
-264 -264 |
-6,671 | -1,226 |
| Cash and cash equivalent at the beginning of the period | 30,338 | 1,918 | 17,398 | 2,868 |
| Exchange rate differences in cash and cash equivalents | -62 | -73 | 12 | -62 |
| Cash and cash equivalent at the end of the period | 10,740 10,740 |
1,581 1,581 |
10,740 | 1,581 |
Note 1 Accounting Principles
This interim report has been prepared in accordance with International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) 34 Interim Financial Reporting and applicable provisions in the Swedish Annual Accounts Act (Årsredovisningslagen). The interim report for the Parent company has been prepared in accordance with the Swedish Financial Reporting Board's standard RFR 2 and the Swedish Annual Accounts Act Chapter 9, Interim report. The parts of IFRSs and RFR 2 that are currently relevant for Eastnine AB lead to the same accounting. The two sets of financial statements are therefore presented together as a common single set of accounts.
As of 1 January 2014, Eastnine AB applies the investment entity consolidation exception in IFRS 10, which implies that all holdings are recognised at fair value through profit or loss. In assessing Eastnine AB, it has been concluded that the Company falls within the classification of an investment entity.
As of Q2 2017, Eastnine has changed its segment reporting to reflect the ongoing strategic shift. The new segments are Real Estate Direct, Real Estate Funds and Other. Comparable numbers for 2016 are restated according to the new segment reporting, see Note 2 Segment reporting. All other accounting principles applied in these interim financial statements are the same as those applied in the financial statements as at and for the year ended 31 December 2016.
Note 2 Segment Reporting
Eastnine AB classifies the Company's various segments based on the nature of the investments. Management monitors the holdings on the basis of fair value, and all holdings are reported at fair value through profit or loss. The value change of holdings held by the subsidiaries has been allocated to value changes, dividends received and other operating expenses that are directly attributable to the underlying investments in Real Estate Direct, Real Estate Funds and Other. All other revenues and expenses are classified as unallocated in the table below. As of Q2 2017, Eastnine has changed its segment reporting to reflect the ongoing strategic shift. Previously, the segment reporting was classified as Private Equity, Real Estate, Public Equity and Short-term Investment. Comparable numbers for 2016 are restated according to the new segment reporting.
| EUR thousands | Real Estate | Real Estate | |||
|---|---|---|---|---|---|
| 1 Jan – 30 Sep 2017 | Direct | Funds | Other | Unallocated | Total |
| Changes in value of portfolio | 2,111 | 3,430 | -4,321 | - | 1,221 |
| Dividends received | - | 427 | 990 | - | 1,417 |
| Other operating expenses | - | - | - | -884 | -884 |
| Changes in value of subsidiaries | 2,111 2,111 |
3,857 3,857 |
-3,330 | -884 | 1,754 |
| Dividends received | - | - | 500 | - | 500 |
| Other income | - | 33 | 501 | 175 | 709 |
| Staff expenses | - | - | - | -1,546 | -1,546 |
| Other operating expenses | - | - | - | -1,074 | -1,074 |
| Operating profit/loss | 2,111 2,111 |
3,890 3,890 |
-2,329 | -3,329 | 343 |
| Financial income | 551 | - | - | - | 551 |
| Financial expense | - | - | - | -62 | -62 |
| Profit/loss before tax | 2,662 2,662 |
3,890 3,890 |
-2,329 | -3,391 | 832 |
Assets 67,181 46,119 67,181 46,119 83,526 37,262 234,088
| EUR thousands | Real Estate | Real Estate | |||
|---|---|---|---|---|---|
| 1 Jan – 30 Sep 2016 | Direct | Funds | Other | Unallocated | Total |
| Changes in value of portfolio | 2,214 | 1,230 | 7,843 | - | 11,287 |
| Dividends received | - | 854 | 889 | - | 1,743 |
| Other operating expenses (incl. management fees) | -172 | - | -2,136 | -344 | -2,652 |
| Items affecting comparability1 | -935 | - | -6,513 | -9,400 | -16,848 |
| Changes in value of subsidiaries | 1,107 1,107 |
2,084 2,084 |
84 | -9,744 | -6,469 |
| Staff expenses | - | - | - | -1,100 | -1,100 |
| Other operating expenses | - | - | - | -664 | -664 |
| Items affecting comparability2 | - | - | - | -1,604 | -1,604 |
| Operating profit/loss | 1,107 1,107 |
2,100 2,100 |
427 | -13,113 -13,113-13,113 | -9,478 |
| Financial income | - | 22 | - | - | 22 |
| Financial expense | - | - | - | -73 | -73 |
| Profit/loss before tax | 1,107 1,107 |
2,122 2,122 |
427 | -13,185 -13,185-13,185 | -9,529 |
| Assets | 30,127 30,127 |
36,077 36,077 |
167,011 167,011 167,011 | -4,271 | 228,943 |
Costs related to the transition and termination agreement with East Capital (Real Estate Direct and Unallocated), and carried interest related to the sale of Starman (Other).
= Advisory costs related to the termination of the Investment Agreement with East Capital
Note 3 Entities with ownership interests over 50 percent
The following entities, in which the ownership interest is over 50%, are not consolidated due to the consolidation exception for investment entities.
| Number of | Book value, | Ownership | ||
|---|---|---|---|---|
| Non consolidated entities 30 September 2017 | Country | shares | EURt | capital |
| ECEX Holding SA | Bertrange, Luxembourg | 100,000 | 11,156 | 100% |
| East Capital Explorer Investments AB | Stockholm, Sweden | 11,000 | 10,738 | 100% |
| Humarito Limited | Nicosia, Cyprus | 2,000 | 175,853 | 100% |
| Baltic Cable Holding OÜ | Tallinn, Estonia | 2,502 | 60,950 | 100% |
| UAB Portarera | Vilnius, Lithuania | 300 | 67,181 | 100% |
| UAB Kendrita (Vertas) | Vilnius, Lithuania | 100 | 29,654 | 100% |
| UAB Verslina (3Burės) | Vilnius, Lithuania | 100 | 27,570 | 100% |
| UAB Solverta (3Burės development) | Vilnius, Lithuania | 100 | 9,958 | 100% |
Note 4 Financial instruments
For a better understanding of the business, the information regarding financial instruments below is presented on a see-through basis as the fair value of the holdings in the subsidiaries. Shares and participations in the investment activities as well as the Company's holdings in subsidiaries are all valued at fair value.
Financial instruments not measured at fair value through profit and loss
For receivables and payables, the carrying amount is assessed to reflect fair value since the remaining maturity is generally short. This is also the case for cash and cash equivalent.
Calculation of fair value
The following summarises the main methods and assumptions applied in determining the fair values of the financial instruments in the balance sheet. Please refer to the Annual Report 2016 for more details on valuation policies used by Eastnine AB.
Loans to Group Companies, which are a part of 3Burės valuation, are monitored by management on a fair value basis. Changes in credit risk has not led to any significant fair value changes of the loans.
Fair value hierarchy
The fair value hierarchy has the following levels:
• Level 1: Quoted prices (unadjusted) in active markets for identical assets or 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).
• Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level of input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs requiring significant adjustment based on unobservable inputs, such measurement is a level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the financial asset or liability.
Shares in subsidiaries/financial instruments
In the Parent company, financial instruments consist of shares in subsidiaries of EUR 197.7m, loans to group companies of EUR 22.9m and cash and cash equivalent of EUR 10.7m. The carrying amount of these assets constitutes the fair value on the balance sheet date.
| Book value, EURt | Share of capital, % | ||||
|---|---|---|---|---|---|
| Shares in subsidiaries including loans to group companies | Country | 30 Sep 2017 | 31 Dec 2016 | 30 Sep 2017 | 31 Dec 2016 |
| ECEX Holding SA | Bertrange, Luxembourg | 11,156 | 11,864 | 100 | 100 |
| East Capital Explorer Investments AB | Stockholm, Sweden | 10,738 | 10,808 | 100 | 100 |
| Humarito Limited | Nicosia, Cyprus | 175,853 | 173,321 | 100 | 100 |
| UAB Portarera (loan) | Vilnius, Lithuania | 22,900 | 20,900 | 100 | 100 |
As the holdings in the subsidiaries are presented on a see-through basis, the tables below reflect the fair value hierarchy in the investment activities. The values of the shares in subsidiaries, including loans to group companies, are directly and indirectly made up by the following assets:
| EUR Thousands | ||||||
|---|---|---|---|---|---|---|
| 30 September 2017 Breakdown of values in subsidiaries |
Other assets | |||||
| including loans to group companies | Real Estate Direct |
Real Estate Funds |
Other Cash and bank | and liabilities, net |
Total | |
| Opening balance 1 January 2017 | 28,739 28,739 |
36,656 36,656 |
99,631 | 53,201 | -1,334 | 216,893 |
| Purchases/additions | 34,100 | 6,033 | - | -38,133 | - | 2,000 |
| Divestments/Reductions | - | - | -11,784 | 11,784 | - | 0 |
| Other | - | - | - | -800 | -84 | -884 |
| Dividend received | - | - | - | 1,917 | - | 1,917 |
| Dividend paid to parent company | - | - | - | -500 | - | -500 |
| Changes in fair value recognised net in profit/loss | 2,111 | 3,430 | -4,321 | - | - | 1,221 |
| Closing balance 30 September 2017 | 64,950 64,950 |
46,119 46,119 |
83,526 | 27,470 | -1,418 | 220,647 220,647 |
EUR Thousands
| 31 December 2016 | Other assets | |||||
|---|---|---|---|---|---|---|
| Breakdown of values in subsidiaries | Real Estate | Real Estate | and liabilities, | |||
| including loans to group companies | Direct | Funds | Other | Cash and bank | net | Total |
| Opening balance 1 January 2016 | 27,641 | 30,077 | 185,927 | 8,593 | -98 | 252,140 |
| Movement of acrrued interest income to Parent company | -1,477 | - | - | - | - | -1,477 |
| Purchases/additions | 250 | 4,770 | - | -5,020 | - | 0 |
| Divestments/Reductions | - | - | -117,416 | 117,416 | - | 0 |
| Other | - | - | - | -17,116 | -1,236 | -18,352 |
| Repaid shareholders contributions | - | - | - | -52,700 | - | -52,700 |
| Dividend received | - | - | - | 2,029 | - | 2,029 |
| Changes in fair value recognised net in profit/loss | 2,326 | 1,808 | 31,119 | - | - | 35,254 |
| Closing balance 31 December 2016 | 28,739 28,739 |
36,656 36,656 |
99,631 | 53,201 | -1,334 | 216,893 216,893 |
Real Estate Direct consists of holdings in 3Burės, 3Burės development and Vertas. Real Estate Funds consists of holdings in East Capital Baltic Property Fund II and East Capital Baltic Property Fund III. These holdings are valued internally or externally normally at year-end, and the fair value of the holdings is assessed on a quarterly basis.
Other consists of the holdings in Melon Fashion Group (MFG), the fair value of which is assessed on a quarterly basis, East Capital Deep Value Fund with a majority of public holdings managed by East Capital, East Capital Global Frontier Markets Fund, Komercijalna Banka Skopje, which are publicly traded, and East Capital Bering Ukraine Fund R. These holdings are valued at fair value according to the valuation principles described on the previous page.
| Holding | Class | Valuation method | Valuation assumptions |
|---|---|---|---|
| 3Burės | Real Estate Direct | DCF | WACC 8%, Exit yield 7% |
| 3Burės development | Real Estate Direct | DCF | WACC 7%, Exit yield 7% |
| Vertas | Real Estate Direct | Acquisition value | |
| East Capital Baltic Property Fund II | Real Estate Funds | DCF | WACC 8-10%, Exit yield 7-8% |
| East Capital Baltic Property Fund III | Real Estate Funds | DCF | WACC 9%, Exit yield 8% |
| Long-term growth 5%, Long term operating margin 12%, WACC | |||
| Melon Fashion Group | Other | DCF | 17%. A 25% minority and liquidity discount is applied |
Discounted Cash Flow model (DCF), weighted average cost of capital (WACC)
For the fair values of Real Estate Direct (3Burės and 3Burės development), Real Estate Funds and Other - reasonably possible changes at the reporting date to one of the significant unobservable inputs, provided other inputs constant, would have the following effects:
| Effect in EUR thousands | Real Estate Direct | Real Estate Funds | ||||
|---|---|---|---|---|---|---|
| 30 September 2017 | Profit or loss | Profit or loss | ||||
| Sensitivity analysis | Increase | Decrease | Increase | Decrease | ||
| Weighted average cost of capital (WACC) (0.5% movement) | -1,499 | 1,568 | -659 | 677 | ||
| Exit yield (0.5% movement) | -2,561 | 2,958 | -1,468 | 1,682 |
| Effect in EUR thousands 30 September 2017 |
Other Profit or loss |
|
|---|---|---|
| Sensitivity analysis | Increase | Decrease |
| Long term growth rate (0.5% movement) | 1,594 | -1,465 |
| Weighted average cost of capital (WACC) (0.5% movement) | -2,194 | 2,400 |
| Long term operating margin (0.5% movement) | 1,501 | -1,505 |
The Eastnine's portfolio is presented on page 5 in this report, including information on fair value changes during the period. More information on the portfolio holdings can be found on pages 9 to 13 in this report.
The following table analyses, within the fair value hierarchy, the investments in the investment activities measured at fair value:
EUR thousands
| 30 September 2017 | Total | |||
|---|---|---|---|---|
| Shares and participations in investment activities at fair value through profit or loss1 | Level 1 | Level 3 | balance | |
| Real Estate Direct | - | 67,181 | 67,181 | |
| Real Estate Funds | - | 46,119 | 46,119 | |
| Other | 42,612 | 40,914 | 83,526 | |
| Total | 42,612 42,612 |
154,215 154,215 154,215 |
196,826 196,826 |
EUR thousands
| 31 December 2016 | Total | ||
|---|---|---|---|
| Shares and participations in investment activities at fair value through profit or loss | Level 1 | Level 3 | balance |
| Real Estate Direct | - | 30,419 | 30,419 |
| Real Estate Funds | - | 36,656 | 36,656 |
| Other | 49,592 | 50,039 | 99,631 |
| Total | 49,592 49,592 |
117,114117,114 117,114 |
166,706 166,706 |
1 Following investments are classified in:
Level 1 - East Capital Deep Value Fund, East Capital Global Frontier Markets Fund and Komercijalna Banka Skopje
Level 3 - East Capital Baltic Property Fund II, East Capital Baltic Property Fund III, East Capital Bering Ukraine Fund Class R, 3Burės, 3Burės development, Vertas and MFG
| EUR thousands | ||||
|---|---|---|---|---|
| 30 September 2017 | Real Estate | Real Estate | ||
| Changes in financial assets and liabilities in Level 3 | Direct | Funds | Other | Total |
| Opening balance 2017 | 30,419 30,419 |
36,656 36,656 |
50,039 | 117,114 |
| Purchases/additions | 34,100 | 6,033 | - | 40,133 |
| Divestments/Reductions | - | - | -5,702 | -5,702 |
| Changes in fair value recognised net in profit/loss | 2,662 | 3,430 | -3,423 | 2,669 |
| Closing balance 30 September 2017 | 67,181 67,181 |
46,119 46,119 |
40,914 | 154,215 154,215 |
EUR thousands
| 31 December 2016 | Real Estate | Real Estate | ||
|---|---|---|---|---|
| Changes in financial assets and liabilities in Level 3 | Direct | Funds | Other | Total |
| Opening balance 2016 | 27,641 27,641 |
30,077 30,077 |
105,957 105,957105,957 | 163,675 163,675 |
| Transfers out of level 31 | - | - | -71,839 | -71,839 |
| Purchase/additions | 250 | 4,770 | - | 5,020 |
| Changes in fair value recognised net in profit/loss | 2,529 | 1,808 | 15,921 | 20,258 |
| Closing balance 31 December 2016 | 30,419 30,419 |
36,656 36,656 |
50,039 | 117,114 117,114 |
Starman was moved from level 3 to level 2 before the divestment was finalised; the unobservable input was not a significant part of the value of the holding.
EUR 2,669 thousands (EUR 20,258 thousands) of changes in fair value recognised net in profit/loss relate to investments still held at the end of the period.
Risks and uncertainties
For information about risks, uncertainties and information about the business environments and markets in which Eastnine invests, please see page 6 and 14. For a summary of the methods and assumptions used to determine fair value of the portfolio holdings please see Note 4 and in more detail on page 60 in the Annual Report of 2016. The effect of fluctuations in the major parameters on the value of the portfolio holdings is presented in the table below:
| Sensitivity analysis for market risks (EUR Thousands) | |
|---|---|
| ------------------------------------------------------- | -- |
| 30 September 2017 | Effect on net | |
|---|---|---|
| Risk factors | Change | profit/loss for the period |
| Fx EUR/RUB | +/- 10% | 3,959 |
| Fx EUR/USD | +/- 5% | 1,666 |
| Equity price | +/- 10% | 19,460 |
Note 5 Related parties
On 30 September 2017, Eastnine AB had a related party relationship with its subsidiaries, Board members and employees.
Eastnine AB's management, Board members and their close relatives and related companies control 25.5 percent of voting rights in the Company.
Following the termination of the Investment Agreement between Eastnine and East Capital on 9 May 2016, all management fee payments to East Capital were halted, with the exception of the real estate funds East Capital Baltic Property Fund II and East Capital Baltic Property Fund III. As a consequence, during the period Jan-Sep 2017, the Company received repayments of EUR 0.5m (EUR 0.0m) regarding management fees originated in the other East Capital funds. Management fees originated in the real estate funds during the period Jan-Sep 2017 amounted to EUR 0.4m (EUR 0.3m).
The management fee for East Capital Baltic Property Fund II is 1.75 percent and the rebated management fee for East Capital Baltic Property Fund III is 1.25 percent. The carried interest for these funds is 20 percent, on the premise that a threshold value increase of 7 and 8 percent, respectively, per year has been achieved.
According to decision by the Board of Directors, the resigned CEO Mia Jurke received a compensation corresponding to six monthly salaries.
There have been no other material related party transaction during the year.
Note 6 Repurchase of shares and dividend
On 20 May 2016, the Company launched a buyback program. As announced on 26 September 2017, buybacks may be carried out as long as the Eastnine share trades at a discount to its most recently reported Net Asset Value (NAV) per share in EUR. This is an alteration of the original program carried out since May 2016, whereby buybacks could not be made at a price higher than 80% of NAV per share. The Company has a mandate to repurchase up to 10 percent of outstanding shares, until the AGM 2018.
At an Extraordinary General Meeting on 23 January 2017, the Meeting approved the Board of Directors' proposal to reduce the share capital by cancelling of 2,500,000 previously repurchased shares and to increase the share capital by way of a bonus issue. On 31 January 2017, the cancelling of 2,500,000 repurchased shares was executed. Further, in accordance with the decision at the Annual General Meeting on 15 May 2017, concerning cancellation of repurchased share and to carry out a bonus issue without issuing new shares, 845,530 shares were cancelled.
The Company repurchased a total of 1,881,443 shares during the period 1 January through 30 September 2017, corresponding to 7.6 percent of the Company's outstanding shares, at an average price of SEK 70,35 per share. After cancellation of shares, the Company has a total of 1,093,013 repurchased shares held in treasury.
The total number of shares outstanding in Eastnine as of 30 September 2017 amounted to 24,816,033. Adjusted for repurchased shares held in treasury, the number of shares outstanding amounted to 23,723,020. The weighted average number of shares outstanding for the reporting period was 24,669,783 adjusted for the repurchased shares.
Eastnine is transforming from a diversified Eastern European investment company, into a Baltic real estate company. The transformation is expected to be finalised by the end of 2020. Eastnine's dividend policy states that dividend shall correspond to at least 50% of profit from property management. During the build-up phase, the annual dividend shall be at least 2.0% of the net asset value at the preceding year-end.
At the Annual General Meeting 2017, it was resolved to pay an ordinary dividend for 2016 of SEK 0.90 per share, corresponding to EUR 0.09 per share and an increase of 12.5% from the previous year. Payment to shareholders was made in June 2017.
Note 7 Events occurring after the end of the quarter
The Company repurchased a total of 343,214 shares during the period 1 October - 7 November 2017, corresponding to 1.4 percent of the Company's outstanding shares, at an average price of SEK 76,93 per share.
Shares in East Capital Deep Value Fund were sold for an amount equivalent to EUR 2.0m.
Note 8 Key Figures
| Key figures | 9m | 6m | 3m | 12m | 9m | 6m | 3m | 12m |
|---|---|---|---|---|---|---|---|---|
| 2017 | 2017 | 2017 | 2016 | 2016 | 2016 | 2016 | 2015 | |
| Net asset value (NAV), EUR m | 232 | 233 | 246 | 248 | 228 | 236 | 253 | 254 |
| Equity ratio, % | 99.2 | 99.3 | 99.2 | 99.3 | 99.4 | 99.7 | 99.8 | 99.8 |
| Market capitalisation, SEK m | 1,861 | 1,750 | 1,854 | 1,880 | 1,619 | 1,669 | 1,545 | 1,445 |
| Market capitalisation, EUR m | 193 | 182 | 193 | 196 | 168 | 177 | 169 | 158 |
| Number of outstanding shares, m | 23.7 | 24.3 | 25.0 | 25.6 | 26.1 | 27.0 | 28.2 | 28.2 |
| Number of outstanding shares including | ||||||||
| repurchased shares, m | 24.8 | 24.8 | 25.7 | 28.2 | 28.2 | 28.2 | 28.5 | 28.5 |
| Weighted average number of shares, m | 24.7 | 25.0 | 25.4 | 27.0 | 27.4 | 28.0 | 28.2 | 29.3 |
| Number of employees | 7 | 8 | 8 | 9 | 9 | 5 | 4 | 4 |
| Key figures per share | 9m | 6m | 3m | 12m | 9m | 6m | 3m | 12m |
| 2017 | 2017 | 2017 | 2016 | 2016 | 2016 | 2016 | 2015 | |
| Earnings per share, EUR | 0.03 | -0.11 | 0.11 | 0.49 | -0.35 | -0.27 | -0.01 | 0.25 |
| Dividend per share, EUR | - | - | - | 0.09 | - | - | - | 0.09 |
| NAV, SEK | 94 | 92 | 94 | 93 | 84 | 82 | 83 | 82 |
| NAV, EUR | 9.79 | 9.59 | 9.83 | 9.67 | 8.73 | 8.74 | 9.00 | 9.00 |
| Share price, SEK1 | 75.00 | 70.50 | 72.25 | 66.75 | 57.50 | 59.25 | 54.25 | 50.75 |
| Share price, EUR1 | 7.77 | 7.33 | 7.57 | 6.97 | 5.97 | 6.29 | 5.87 | 5.54 |
| SEK/EUR | 9.65 | 9.62 | 9.55 | 9.58 | 9.63 | 9.41 | 9.24 | 9.16 |
Not adjusted for share redemptions or dividend
Key Performance Data Real Estate Direct
EASTNINE AB 25 Interim Report JAN-SEP 2017
Property data
Consolidated data of the Real Estate Direct segment
| 2017 | 2016 | |||||
|---|---|---|---|---|---|---|
| SEGMENT RESULTS, EURM | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 |
| Rental income | 1.7 | 1.3 | 1.1 | 1.0 | 1.1 | 1.1 |
| Property costs | (0.2) | (0.1) | (0.2) | (0.2) | (0.1) | (0.1) |
| Management and administrative expenses | (0.1) | (0.2) | (0.1) | (0.3) | (0.0) | (0.0) |
| Other income and expenses | 0.0 | 0.0 | 0.0 | 0.0 | 0.2 | 0.0 |
| Net operating income | 1.3 | 1.0 | 0.8 | 0.6 | 1.2 | 1.0 |
| Surplus ratio, % | 80 | 78 | 72 | 58 | 103 | 91 |
| Net interest | (0.2) | (0.2) | (0.3) | (0.3) | (0.3) | (0.3) |
| Profit from property management | 1.1 | 0.8 | 0.5 | 0.3 | 0.9 | 0.8 |
| Changes in value of properties | 0.0 | 0.0 | 0.0 | 1.1 | 0.0 | 0.0 |
| Profit before tax | 1.1 | 0.8 | 0.5 | 1.4 | 0.9 | 0.8 |
| Income tax | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Deferred tax | (0.1) | (0.1) | (0.1) | (1.4) | 0.0 | 0.0 |
| Net profit | 1.0 | 0.7 | 0.5 | (0.0) | 0.9 | 0.8 |
| SEGMENT KEY FIGURES | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 |
| Property-related | ||||||
| Number of properties | 3 | 3 | 2 | 2 | 1 | 1 |
| Income-producing properties | 2 | 2 | 1 | 1 | 1 | 1 |
| Development properties | 1 | 1 | 1 | 1 | 0 | 0 |
| Leasable floor space, k sq.m | 50.6 | 50.6 | 41.2 | 41.2 | 28.4 | 28.4 |
| Income-producing properties | 37.8 | 37.8 | 28.4 | 28.4 | 28.4 | 28.4 |
| Development properties | 12.8 | 12.8 | 12.8 | 12.8 | 0.0 | 0.0 |
| Floor space vacancy level1 , % |
1.9 | 2.4 | 3.9 | 4.9 | 2.2 | 1.5 |
| Average rent1 , EUR/ sq.m/ month |
13.8 | 13.5 | 12.7 | 12.6 | 12.5 | 12.7 |
| WAULT1 , years |
2.4 | 2.6 | 2.3 | 2.3 | 2.1 | 2.3 |
| Rental value, offices1 , EURm |
6.3 | 6.1 | 4.3 | 4.3 | 4.3 | 4.3 |
| Property value, EURm | 99.6 | 98.1 | 68.3 | 66.8 | 64.8 | 64.6 |
| Income-producing properties | 89.4 | 89.4 | 60.9 | 60.9 | 59.7 | 59.7 |
| Development properties | 10.2 | 8.7 | 7.4 | 5.9 | 0.0 | 0.0 |
| Land plots | 0.0 | 0.0 | 0.0 | 0.0 | 5.1 | 4.9 |
| Yield requirement1,2, % | 5.8 | 6.1 | 6.1 | 6.4 | 6.6 | 6.4 |
| Financial | ||||||
| Return on equity, 12-month rolling3 , % |
8.6 | 10.8 | 11.2 | 12.0 | 13.6 | 12.2 |
| Equity ratio, % | 64.5 | 63.5 | 47.2 | 44.4 | 45.1 | 43.8 |
| Interest coverage ratio, multiple | 6.1 | 4.7 | 3.1 | 2.3 | 4.4 | 3.8 |
| Loan-to-value ratio, % | 32.7 | 34.1 | 49.6 | 51.4 | 53.7 | 54.6 |
| Average interest, % | 2.6 | 2.6 | 3.0 | 2.9 | 3.0 | 3.0 |
| Average capital tie-up period, years | 6.1 | 6.3 | 6.6 | 6.8 | 2.6 | 2.9 |
| Gross debt, EURm | 32.5 | 33.5 | 33.9 | 34.4 | 34.8 | 35.3 |
| Long-term equity4 (EPRA), EURm | 69.2 | 66.1 | 36.1 | 32.6 | 31.1 | 30.2 |
| Equity, EURm | 67.2 | 64.2 | 33.8 | 30.4 | 30.1 | 29.1 |
1 Income-producing properties
2 Net operating income for the last twelve months divided by property value
3 Proforma return on equity with part of the Q4 2016 deferred tax expense appropriately allocated to Q4 2015
4 Excluding deferred taxes on property value surpluses and the fair value of financial derivates
| SQM | |
|---|---|
| Telia | 9,100 |
| Citco | 3,000 |
| Visma | 2,400 |
| European Social Fund | 2,100 |
| Swedbank | 1,400 |
| Cobalt | 1,400 |
| Under development | |
| Swedbank | 8,900 |
| Visma | 3,600 |
Property value Largest tenants Lease term structure
Rental value, EURm
Income-producing properties Developments
Definitions
Property related Key Figures
Average interest
Interest expense divided by average interest-bearing debt for the period.
Average capital tie-up period
Average maturity of gross debt at end of period.
Average rent, EUR per sq.m Rental income in relation to average leasable floor space.
Floor space vacancy level
Unlet floor space in relation to total floor space.
Gross debt
Total interest-bearing debt at end of period.
Leasable floor space
Total floor space available for leasing.
Long-term equity (EPRA)
Reported equity including deferred taxes on property value surpluses and excluding the fair value of financial derivates.
Net operating income
Total revenues less property costs.
Profit from property management
Operating net, administration costs and net financial items.
Rental income
Charged rents, rent surcharges and rental guarantees less rent discount.
Rental value
Rental income and estimated market rent for vacant units.
Surplus ratio
Operating net in relation to total revenues.
WAULT
Average remaining lease term to maturity of the portfolio, weighted according to contracted rental income (Weighted average unexpired lease term).
Financial Key Figures
Debt/ equity ratio
Interest-bearing net debt in relation to equity.
EBIT
Operating profit after amortisation of goodwill/ acquisition-related surplus value and depreciation/ amortisation of noncurrent assets (Earnings before Interest and Tax).
EBITDA
Profit before depreciation, amortisation and impairment (Earnings before Interest, Tax, Depreciation and Amortisation).
Equity ratio Total equity as a percentage of total assets.
Fair value See market value.
Interest coverage ratio
Operating profit excluding financial expenses, in relation to financial expenses.
IRR (internal rate of return)
Annual average return on the invested amount calculated from the original investment, final selling amount and other capital flows, considering when in time these payments were made to or from Eastnine.
Loan-to-value ratio
Interest-bearing liabilities less cash in relation to fair value of the holdings.
Market value
The value of which a holding is assumed to be able to be sold for at a given time. Listed holdings at the bid quote on the balance sheet date. To establish the market value of unlisted holdings, various valuation methods are used as applicable.
NAV
The value of the Company's net assets, i.e. total assets less net debt.
NAV discount
The difference between net asset value (NAV) and market capitalisation in relation to NAV. If market cap is lower than NAV the shares are traded with a NAV discount; if market cap is higher, they are traded with a premium.
Net debt
Interest-bearing liabilities including pension liabilities, less cash, short-term investments and interest-bearing receivables.
Operating expenses
Expenses directly related to Eastnine's business.
Return on equity
Profit/ loss for the year as a percentage of average shareholders' equity.
Share-related Key Figures
Average number of outstanding shares
Registered number of shares less shares held by the Company.
Earnings per share
Net profit for the period attributable to equity holders of the Parent Company, divided by average number of shares outstanding during the year.
Equity per share
Shareholders' equity, attributable to equity holders of the Parent Company, divided by number of outstanding shares at the end of the period.
NAV per share
Net asset value per share in relation to the total number of registered shares on the balance sheet date (excluding repurchased shares).
Share buy-back
Purchasing of own shares on the stock market. Swedish companies have the option to own up to 10 percent of their own outstanding shares conditioned AGM approval.
Contact information
Kestutis Sasnauskas, CEO, +46 8 505 977 00 Lena Krauss, CFO, +46 8 505 885 94
Eastnine AB
Kungsgatan 35, Box 7214 SE-103 88 Stockholm, Sweden Tel: +46 8 505 977 00
www.eastnine.com
Financial information and calendar
EASTNINE AB 28 Interim Report JAN-SEP 2017
Year-end report Q4 2017 – 16 February 2018 Subscribe to financial reports and press releases directly to your e-mail on: www.eastnine.com or by sending an email to [email protected].
The information in this interim report is the information which Eastnine AB is required to disclose under the EU Market Abuse Regulation and the Securities Markets Act. It was released for publication at 08.00 a.m. on 9 November 2017