Interim / Quarterly Report • Aug 30, 2019
Interim / Quarterly Report
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Storm Real Estate ASA Interim report January – June 201 9
Storm Real Estate ASA's business strategy is to acquire and manage real estate. The strategy includes equities and high yield investments.
| All numbers in mill. USD | Unaudited 6M 2019 |
Unaudited 6M 2018 |
|---|---|---|
| Total Comprehensive Income | 1,5 | -5,7 |
Summary of the largest major items:
| NOI from investment property | +0.7 | +0.1 |
|---|---|---|
| Value change investment property | +2.3 | -5.4 |
| Other operating expenses | -0.6 | -0.7 |
| Borrowing costs | -0.8 | -0.9 |
| Currency gain / loss | -0.1 | -0.0 |
| Value change on contract- and interest derivatives | +0.0 | +0.1 |
| Taxes | -0.1 | +0.7 |
| Return ratios | Return on Equity (1) |
Total Shareholder Return (2) |
|---|---|---|
| Last 1 year | -56.2% | -42.9% |
| Last 3 years (annualised) | -33.6% | -42.1% |
| Last 5 years (annualised) | -43.4% | -36.3% |
(1) Return on Equity = Total Comprehensive Income (IFRS) for the period / (brought forward equity (IFRS) as at start of the period + other changes in equity than Total Comprehensive income (IFRS) for the period), annualised. *
(2) Total Shareholder Return = Movement in share price, dividend adjusted, annualised using XIRR formula. Calculated using historical share prices as adjusted by Oslo Stock Exchange post rights offering in June 2017.
*The formula used to calculate the return on equity stated above has been altered as at 30 June 2019. The former formula (Return on Equity = Total Comprehensive Income (IFRS) for the period / brought forward equity (IFRS) for start of the period, annualised) did not consider other changes in equity than Total Comprehensive income in the period. To show the return on other changes in equity as well, we have included it in the new formula, see note (1) above.
These return ratioes are Alternative Performance Measures, and are presented in accordance with ESMA's "Guidelines on Alternative Performance Measures" from 2015. These are reliably measured and the company considers these relevant, because different stakeholders might consider different NAV per share in NOK and Total Shareholder Return relevant alternative performance measures.
(all following numbers are in USD)
In accordance with international accounting standards (IFRS) the movement in value of investment property are split over two separate posts, explained by the following: Our Russian subsidiary which owns the building uses Russian rubles as functional currency. According to IFRS, only the part of the fair value adjustment which can be attributed to RUB is presented over the Income Statement. The effect of currency exchange movements between RUB and USD is presented as Other Comprehensive Income and is included in term Total Comprehensive Income. We see Total Comprehensive Income as the most relevant profit measure for the group. In every quarter we present an explanatory statement of the fair value adjustment:
| Change in value, million USD | 6M 2019 | 6M 2018 |
|---|---|---|
| Over income statement | +0,1 | -3.5 |
| Translation difference over Other Comprehensive Income |
+2.2 | -1.9 |
| Sum value adjustments properties | +2.3 | -5.4 |
The company's risk is considered very high. The situation in Russia is demanding.
The combination of transformation from USD income to ruble income, loan in USD, weakening of the ruble and increase in vacancy in the office rental market in Moscow, has led to a dramatic decrease of rental income from the Gasfield building since its peak in 2013. As a result, the group is loss-making given the current financing, and is reliant on a positive outcome from the negotiation between the company, the bank and other relevant stakeholders in order to survive. Due to this, there is a significant uncertainty related to the going concern assumption, see also note 2 below.
For further business risks than described above, please refer to the company's annual report for 2018.
Oslo, 30 August 2019,
The Board of Directors, Storm Real Estate ASA
Sources market information Russia as at 30 June 2019: Cushman & Wakefield, Trading Economics, Ministry of Economic Development, Oxford Economics
| Unaudited | Unaudited | Audited | ||
|---|---|---|---|---|
| All numbers in 000 USD | Note | 6M 2019 | 6M 2018 | 2018 |
| Continuing operations: | ||||
| Rental income | 6 | 1,359 | 680 | 1,581 |
| Total Income | 1,359 | 680 | 1,581 | |
| Property related Expenses | 6 | -673 | -626 | -1,335 |
| Personnel Expenses | 16 | -162 | -152 | -282 |
| Other Operational Expenses | 15 | -402 | -502 | -969 |
| Total Operational Expenses | -1,237 | -1,280 | -2,586 | |
| Operating Profit (Loss) Before Fair Value Adjustments | 122 | -600 | -1,005 | |
| Fair Value Adjustments on Investment Property | 6 | 78 | -3,471 | -904 |
| Total Operating Profit (Loss) | 200 | -4,071 | -1,909 | |
| Finance Revenues | 14 | 4 | 563 | 605 |
| Finance Expenses | 14 | -853 | -945 | -1,802 |
| Currency Exchange Gains (Losses) | 14 | 17 | -8 | -62 |
| Net Financial Gains (Losses) | -832 | -391 | -1,259 | |
| Earnings before Tax (EBT) | -632 | -4,462 | -3,168 | |
| Income Tax Expenses | 18,19 | 76 | -699 | -122 |
| Profit (loss), attributable to owners of parent | -708 | -3,763 | -3,046 | |
| Profit (loss), attributable to non-controlling interests | 0 | 0 | 0 | |
| Other Comprehensive Income: | ||||
| Items that are reclassified from Equity to earnings in subsequent periods: | ||||
| Translation differences | 12,23 | 2,196 | -1,943 | -4,287 |
| Sum other income and expenses after tax | 2,196 | -1,943 | -4,287 | |
| Comprehensive income, attributable to owners of parent | 1,488 | -5,706 | -7,334 | |
| Comprehensive income, attributable to non-controlling interests | 0 | 0 | 0 | |
| Earnings per share (EPS), attributable to owners of parent | ||||
| Weighted average number of shares | 88,345,623 | 88,345,623 | 88,345,623 | |
| Basic and Diluted earnings per share (USD) | -0.01 | -0.04 | -0.03 | |
Basic and Diluted Total Comprehensive Income per share (USD) 0.02 -0.06 -0.08
| Unaudited | Audited | ||
|---|---|---|---|
| All numbers in 000 USD | Note | 30.06.2019 | 31.12.2018 |
| Investment Property | 6 | 23,731 | 21,419 |
| PP&E | 8 | 5 | 5 |
| Sum Fixed Assets | 23,736 | 21,424 | |
| Pre-paid income tax | 18 | 218 | 208 |
| Other Receivables | 13 | 195 | 144 |
| Cash and Cash Equivalents | 11 | 633 | 500 |
| Total Current Assets | 1,046 | 852 | |
| Total Assets | 24,782 | 22,277 | |
| Share Capital | 20,22 | 405 | 405 |
| Share Premium | 25,206 | 25,206 | |
| Other Paid-in Equity | 56,600 | 56,600 | |
| Total Paid-in Equity | 82,211 | 82,211 | |
| Other equity | -78,086 | -79,573 | |
| Total other equity | -78,086 | -79,573 | |
| Total Equity | 4,125 | 2,638 | |
| Loans From Credit Institutions | 12 | 0 | 0 |
| Deferred Tax Liabilities | 19 | 161 | 112 |
| Financial Derivative Liabilities | 10 | 0 | 0 |
| Other Long-term Liabilities | 10 | 275 | 266 |
| Total non-current liabilities | 436 | 378 | |
| Trade Payables | 11 | 16 | 53 |
| Loans from Credit Institutions | 12 | 19,317 | 18,678 |
| Other Current liabilities | 17 | 887 | 529 |
| Total Current liabilities | 20,220 | 19,261 | |
| Total Liabilities | 20,656 | 19,639 | |
| Total Equity and Liabilities | 24,782 | 22,277 |
| All numbers in 000 USD | 6M 2019 | 2018 |
|---|---|---|
| Cash Flow from Operational Activites | ||
| Earnings before Tax | -632 | -3,168 |
| Adjusted for: | ||
| Depreciations | 1 | 3 |
| Value Adjustments on Investment Property | -78 | 904 |
| Financial Income | -4 | -77 |
| Financial Expenses | 853 | 1,273 |
| Net Currency Gains | -65 | 130 |
| Cash Flow Before Changes in Working Capital | 74 | -935 |
| Changes in Working Capital: | ||
| Trade Receivables and Other Receivables | -61 | 283 |
| Trade Payables and Other Payables | 321 | 184 |
| Paid Taxes | -41 | -40 |
| Net Cash Flow From Operating Activities | 293 | -508 |
| Cash Flow From Investment Activities | ||
| Inflows from sale of fixed assets | -1 | 2 |
| Interest Received | 4 | 118 |
| Net Cash Flow From Investment Activities | 3 | 120 |
| Cash Flow From Financing Activities | ||
| Share issue, payments/costs | 0 | -6 |
| Repayments of Loans | 0 | 0 |
| Interest Paid | -172 | -1,267 |
| Net Cash flow From Financing Activities | -172 | -1,273 |
| Net Change in Cash and Cash Equivalents | 123 | -1,661 |
| Carried Forward Cash and Cash Equivalents | 500 | 2,247 |
| FX movements on opening balance | 9 | -86 |
| Cash and Cash Equivalents on Closing Date | 633 | 500 |
| Of which restricted Cash and Cash Equivalents | 238 | 238 |
| Paid-in Equity Other Equity |
|||||||
|---|---|---|---|---|---|---|---|
| All numbers in 000 USD | Share Capital |
Share Premium |
Other Paid-in Equity |
Retained Earnings |
Translation Differences on Foreign Operations |
Total Equity |
|
| 1 January 2018 | 4,575 | 21,036 | 56,605 | -304 | -71,918 | 9,994 | |
| Reduction of share capital | -4,170 | 4,170 | 0 | ||||
| IFRS 9 Application | -18 | -18 | |||||
| Issue cost (2017) | -6 | -6 | |||||
| Profit (Loss) for the Period | -3,046 | -3,046 | |||||
| Other Comprehensive Income | -4,287 | -4,287 | |||||
| Sum | -4,170 | 4,170 | -6 | 0 | -3,064 | -4,287 | -7,357 |
| 31 December 2018 | 405 | 25,206 | 56,600 | -3,368 | -76,205 | 2,638 |
| Paid-in Equity | Other Equity | ||||||
|---|---|---|---|---|---|---|---|
| Share Capital |
Share Premium |
Other Paid-in Equity |
Retained Earnings |
Translation Differences on Foreign Operations |
Total Equity |
||
| 1 January 2019 | 405 | 25,206 | 56,600 | -3,368 | -76,205 | 2,638 | |
| Reduction of share capital | 0 | ||||||
| IFRS 9 Application | 0 | ||||||
| Profit (Loss) for the Period | -708 | -708 | |||||
| Other Comprehensive Income | 2,196 | 2,196 | |||||
| Sum | 0 | 0 | 0 | 0 | -708 | 2,196 | 1,488 |
| 31 December 2019 | 405 | 25,206 | 56,600 | -4,077 | -74,009 | 4,125 |
On 27 June 2019 the Annual General Meeting adopted a reverse share split reducing the number of shares from 88 345 623 to 8 834 563. The reverse share split came into effect on 10 July 2019, hence the number of shares as at 30 June 2019 was unchanged since 31 December 2018. The reverse share split was done in order to be compliant with the requirements of the Continuing obligations of stock exchanged listed companies, stating that the company must implement measures if the value of its shares has been lower than NOK 1 for a six-month period. The reverse share split did not affect the value of each shareholder's position.
Storm Real Estate ASA is a public limited liability company domiciled in Norway. The company is listed on Oslo Stock Exchange. The principal activity of the company is investment in yielding properties in Russia and the EEA.
The interim financial statements for the period ending 30 June 2019 are prepared in accordance with IAS 34. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual financial statement of 2018. The interim financial statements are unaudited. The interim financial statement was approved by the Board of Directors on 30 August 2019.
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for 2018. Two new IFRS standards have been implemented for periods beginning on or after 1 January 2018: IFRS (15 Revenue from Contracts with Customers) and IFRS 9 (Financial Instruments). These amendments have not had any material impact on the group's financial statements for 2019. All notes are in '000 USD, except where otherwise indicated.
.
Given the current income level the company is not able to meet its debt obligations. The company is negotiating with its main creditor Swedbank, to reach a long-term financing solution that will make the company able to continue its operations. Since September 2018 the two parties have agreed on several standstill agreements waving covenants, amortization and interest payments, to create time to achieve this. On 27 June 2019 the parties entered into a conditional agreement. The agreement outlines a long-term financial solution where the company will seek to refinance a share of the current debt to Swedbank in another bank. The remaining part of the debt will then be sold to Aconcagua Management Ltd. Aconcagua Management Ltd is the largest shareholder in Storm Real Estate ASA and is owned by Morten E. Astrup. The agreement is conditional upon achieving satisfactory terms on the financing from the other bank. The agreement will automatically lapse at the latest on 30 September 2019 if the conditions in the agreement are not met. The board has initiated measures to ensure equal treatment of the shareholders. If completed, it is likely that the company has a financial fundament to continue operating.
The interim reporting is prepared under the assumption of going concern, on the basis that no concrete decision to liquidate the company has been made. However, a liquidation can be forced by the bank within a short period of time, if the company does not reach an agreement with the bank on the long-term financing of the company. See also note 4.
| 30.06.2019 | 31.12.2018 | |
|---|---|---|
| Value as valued by an independent valuer: | ||
| As at 1 January | 21,300 | 26,580 |
| Value Adjustment Investment * | 2,300 | -5,280 |
| Value per Closing | 23,600 | 21,300 |
| Other assets regognised as part of Investment Property: | ||
| As at 1 January | 119 | 180 |
| Changes in carrying value of land plot lease agreements ** | 12 | -61 |
| Changes in embedded derivatives contract *** | 0 | 0 |
| Value per Closing | 131 | 119 |
| Carrying value 01.01 | 21,419 | 26,760 |
| Carrying value per Closing date | 23,731 | 21,419 |
* The functional currency of the Russian subsidiaries including the buildings in Russian Ruble
The fair value changes has two elements:
Changes in the local functional currency (RUB) are presented in the income statement
Translation differences in the Group presentation currency (USD) are not allowed in the income statement, and are presented in the statement of comprehensive income.
The two effects are presented separately below:
| 6M 2019 | 6M 2018 | |
|---|---|---|
| Change in RUB over Income Statement | 78 | -3,471 |
| Translation Differences over Comprehensive Income | 2,234 | -1,923 |
| Net Change in Fair Value | 2,312 | -5,394 |
| NOI from Properties | 6M 2019 | 6M 2018 |
| Rental Income | ||
| Direct Property Related Expenses | 1,359 -673 |
680 -626 |
** The Company has capitalised land plot lease agreements in accordance with IAS 40 Investment Property and IAS 17 Leases.
| Variables for Independent Valuations | 30.06.2019 | 31.12.2018 |
|---|---|---|
| Discount Rate | 14.00% | 14.00% |
| Yield (cap. rate) | 10.00% | 10.00% |
| Market rates, RUB/sq.m (net of VAT and op.ex), main office areas | 16,000 | 16,000 |
The investment property is valued accordin to Level 3 of the fair value analysis (see note 4).
| Financial Assets and Liabilities | 30.06.2019 | 31.12.2018 |
|---|---|---|
| Cash and Cash Equivalents | 633 | 500 |
| Other financial assets | 195 | |
| Interest Rate Swaps | 0 | 0 |
| Bank Loan | -19,317 | -18,678 |
| Land plot lease agreements | -131 | -119 |
| Other financial liabilities | -1,047 | |
| Net Financial Assets and Liabilities | -19,668 | -18,297 |
The company's lender has in H1 2019 granted amended terms to the company's loan agreement.
The amended terms include
The purpose of these amended terms is to give the company and the bank time to negotiate a long-term financing solution for the company.
Reference is given to the public announcement published on 27 June 2019, where the company informed that it had signed a conditional agreement with Swedbank AB, containing new loan covenants mentioned above. The agreement outlines a long-term financial solution where the company will seek to refinance a share of the current debt to Swedbank in another bank. The remaining part of the debt will then be sold to Aconcagua Management Ltd. Aconcagua Management Ltd is the largest shareholder in Storm Real Estate ASA and is owned by Morten E. Astrup. The agreement is conditional upon achieving satisfactory terms on the financing from the other bank.
The agreement will automatically lapse at the latest on 30 September 2019 if the conditions in the agreement are not met.
The board has initiated measures to ensure equal treatment of the shareholders.
If completed, it is likely that the company has a financial fundament to continue operating.
The table below shows an analysis of fair values of financial instruments in the Statement of Financial Position, grouped by level in the fair value hierarchy. Storm Real Estate ASA terminated all interest swap agreements in 2018.
Level 1 - Quoted prices in active markets that the entity can access at the measurement date.
Level 2 – Use of a model with inputs other than level 1 that are directly or indirectly observable market data.
Level 3 - Use of a model with inputs that are not based on observable market data.
| Financial liabilities measured at fair value | Level 1 | Level 2 | Level 3 | Sum |
|---|---|---|---|---|
| Land plot lease agreements | 131 | 131 | ||
| Sum financial liabilities measured at fair value | 131 | 0 | 0 | 131 |
Set out below is a comparison by class of the carrying amounts and fair value of the Group's financial
instruments that are carried in the financial statements.
| In accordance with IFRS 9 | Carrying amount | Financial assets at amortised cost |
Fair value | |||
|---|---|---|---|---|---|---|
| 30.06.2019 | 31.12.2018 | 30.06.2019 | 31.12.2018 | 30.06.2019 | 31.12.2018 | |
| Financial assets | ||||||
| Accounts receivable | 27 | 28 | 27 | 28 | ||
| Other receivables | 168 | 116 | 168 | 116 | ||
| Cash and cash equivalents | 633 | 500 | 633 | 500 | ||
| Sum | 828 | 644 | 27 | 28 | 801 | 616 |
| In accordance with IFRS 9 | Carrying amount | Debt instruments at amortised cost |
Fair value | |||
|---|---|---|---|---|---|---|
| 30.06.2019 | 31.12.2018 | 30.06.2019 | 31.12.2018 | 30.06.2019 | 31.12.2018 | |
| Financial liabilities Interest-bearing loans and borrowings |
19,317 | 18,678 | 19,317 | 18,678 | ||
| Trade liabilities | 16 | 53 | 16 | 53 | ||
| Land plot lease agreements | 131 | 119 | 131 | 119 | ||
| Other financial liabilities | 1,031 | 676 | 1,031 | 676 | ||
| Sum | 20,495 | 19,527 | 131 | 119 | 20,364 | 19,407 |
In the case of a forced sale of the Gasfield building within a short period of time, the board belive that the bank will not recover the total amount of the debt.
| 6M 2019 | 6M 2018 | |
|---|---|---|
| Currency | ||
| Currency Gain | 49 | 312 |
| Currency Loss | -33 | -320 |
| Net Currency Gain (Loss) | 17 | -8 |
| Finance Revenues | ||
| Interest Revenue | 3 | 6 |
| Fair Value Adjustment, Financial Investments | - | 0 |
| Fair Value Adjustment, Derivatives | - | 538 |
| Dividend income, Financial Investments | - | 0 |
| Other Financial Revenues | 0 | 18 |
| Sum | 4 | 563 |
| Finance Costs | ||
| Interest Costs | -806 | -945 |
| Fair Value Adjustment, Derivatives | - | 0 |
| Fair Value Adjustment, Financial Investments | - | 0 |
| Other Finance expenses | -46 | 0 |
| Sum | -853 | -945 |
| Net Finance Gains (Losses) | -832 | -391 |
The list is as per the shareholders registered in VPS as 30.06.2019: The company's web site www.stormrealestate.no shows an updated top 20 list.
| Shareholder | Type * | Country | Shares | % |
|---|---|---|---|---|
| ACONCAGUA MANAGEMENT LTD | Luxembourg | 23,880,399 | 27.03% | |
| JPMorgan Chase Bank, N.A., London | Nominee | UK | 22,132,626 | 25.05% |
| SIX SIS AG | Nominee | Norway | 8,554,951 | 9.68% |
| BANAN II AS | Norway | 2,895,281 | 3.28% | |
| PACTUM AS | Norway | 2,791,494 | 3.16% | |
| AUBERT VEKST AS | Norway | 2,495,907 | 2.83% | |
| ØSTLANDSKE PENSJONISTBOLIGER AS | Norway | 1,452,635 | 1.64% | |
| ØRN NORDEN AS | Norway | 1,082,286 | 1.23% | |
| HYGGEN | Norway | 931,250 | 1.05% | |
| SAMSØ AS | Norway | 891,690 | 1.01% | |
| MOTOR-TRADE EIENDOM OG FINANS AS | Norway | 866,811 | 0.98% | |
| ALBION HOLDING AS | Norway | 747,625 | 0.85% | |
| Svenska Handelsbanken AB | Norway | 722,343 | 0.82% | |
| LANGBERG | Norway | 700,000 | 0.79% | |
| TDL AS | Norway | 476,250 | 0.54% | |
| FINANSFORBUNDET | Norway | 416,650 | 0.47% | |
| IFG HOLDING AS | Norway | 415,000 | 0.47% | |
| BLAKSTAD MASKIN AS | Norway | 338,162 | 0.38% | |
| LKG EIENDOM AS | Norway | 303,911 | 0.34% | |
| EILERTSEN | Norway | 303,911 | 0.34% | |
| SUM 20 LARGEST | 72,399,182 | 81.95% | ||
| OTHER SHAREHOLDERS | 15,946,441 | 18.05% | ||
| SUM | 88,345,623 | 100.00% |
* NOM = Nominee Accounts; foreign institutions holding shares on behalf of clients.
| Shares controlled by board members: | Shares | % | |
|---|---|---|---|
| Morten E. Astrup | via Aconcagua Management Ltd and Ørn Norden AS | 24,962,685 | 28.3 % |
| Kim Mikkelsen | via Strategic Investments A/S | 22,127,626 | 25.0 % |
| Stein Aukner | via Banan II AS and Aukner Holding AS | 3,047,235 | 3.4 % |
| Sum | 50,137,546 | 56.75 % |
| Tax Expense for period | 6M 2019 | 6M 2018 |
|---|---|---|
| Current Tax | 11 | -6 |
| Deferred Tax | 65 | -693 |
| Total Tax Expense for Period | 76 | -699 |
| 6M 2019 | |
|---|---|
| Storm Capital Management Ltd. 175 |
186 |
| Surfside Holding AS* 18 |
0 |
| Sum 193 |
186 |
*Surfside Holding AS is owned by Morten E. Astrup. The company is providing accounting services during the refinancing of the Group.
| 30.06.2019 | 31.12.2018 | |
|---|---|---|
| Taxes and duties due | 258 | 173 |
| Advance rents paid by tenants | 329 | 225 |
| Other | 300 | 132 |
| Sum | 887 | 529 |
| 30.06.2019 | 31.12.2018 | |
|---|---|---|
| Pre-paid income tax | 218 | 208 |
| Trade receivables | 27 | 28 |
| Inventory | 2 | 3 |
| Other Current receivables | 166 | 113 |
| Sum | 413 | 352 |
We confirm that the financial statement for the period 1 January to 30 June 2019 to the best of our knowledge, is prepared in accordance with lAS 34 Interim Report and that the above report give a true and fair view of the Group's and Company's assets, liabilities, financial position and result of operations.
The Interim report gives, to the best of our knowledge, a fair overview of important events during the accounting period and their impact on the financial statements and a summary of significant transactions with related parties.
We confirm that, to the best of our knowledge, the interim report includes a fair review of the information mentioned in the Securities Trading Act section §5-6, fourth paragraph.
Oslo, 30 August 2019
The Board and general manager in Storm Real Estate ASA,
Stein Aukner Chairman
Morten E. Astrup Board member
Nini H. Nergaard Board member
Kim Mikkelsen Board member Anna M Aanensen Board member
Kristoffer Holmen Interim General Manager
Storm Real Estate ASA c/o Storm Capital Management Ltd. Berger House, 36-38 Berkeley Square London W1J 5AE United Kingdom
Tel: +47 92 81 48 62
www.stormrealestate.no
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