Annual Report • Mar 20, 2017
Annual Report
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and the contract of the contract of
Report for the period 1 January -31 December 2016
Total revenues in 2016 were MNOK 217 and with a pre-tax profit of MNOK 286.
Revenues and profitability were in line with expectations, and represent the Company's new quarterly run-rate level after the completed acquisitions in the second half of the year..
-The Company had total assets of MNOK 4,423, where Investment Property (132 preschools and 1 retirement home) were valued at MNOK 4,042 in addition to a cash balance of MNOK 349 and other receivables MNOK 31. Total debt was MNOK 2,568 and with total equity of MNOK 1,855.
-In 2015 PPG initiated its quarterly dividend payments to its preference shareholders equivalent to NOK 1,875 per preference share per quarter, and the Company's ambitions is to continue to pay these dividends quarterly going forward, as described in PPG's Articles of Association.
Pioneer Property Group ASA (PPG) is a real estate company focusing on providing high-quality properties for government-backed care-services. The company's current portfolio consists of 117 Norwegian kindergartens, 14 Finnish kindergartens, 1 Swedish kindergarten and 1 Swedish retirement home, the Norwegian kindergartens are centrally located in the largest cities and which house a total of over eleven thousand children. All the properties are leased out on long-term triplenet contracts to large kindergarten operators, including Norlandia Care Group, Espira, and Touhula. The Company's headquarter is in Oslo, Norway.
Pioneer Property Group ASA has prepared a report on Corporate Governance and Sustainability in accordance with The Norwegian Accounting Act §3-3b og §3-3c. The report is available to the public at the company's headquarter in Rådhusgata 23, Oslo
In accordance with the Accounting Act § 3-3, we confirm that the financial statements have been prepared under the assumption of going concern.
The annual financial statements have been drawn up in accordance with International Standards for Financial Reporting (IFRS).
The annual report gives an accurate overview of the Group's financial development throughout the year. There have been no events after the end of the fiscal year 2016, which have had any material impact on the financial status of the Company.
The group is not involved in any R & D activities.
There are no employees in Pioneer Property Group ASA. The Board of Directors consists of 2 woman and 3 men.
The Company's operations do not result in pollution or spillage harmful to the external environment.
The Company is exposed towards various financial risks, but the Board of Directors view the total exposure to be at a controllable level. Some of the most important risk factors are:
The market risk of a general increase in interest rate levels, and there through also an increase of the financial cost of loans to the Company.
Credit risk relating to banks or other financial institutions' willingness to loan money, which may restrict the Company's ability to take up new loans in the futures.
Liquidity risk in the case of unforeseen delay of cash payments on income and/or unexpected costs.
The Board of Directors and management performs ongoing assessments of the most important financial risk factors, and also evaluates the necessity of implementing specific measures, such as fixing interest rates. Specific measures are considered in light of the Company's total financial risk exposure.
The Board of Directors propose the following allocation of the net income of 233 567 TNOK:
| Transfer to other reserves: | |
|---|---|
| ----------------------------- | -- |
Total:
233 567 TNOK
233 567 TNOK
We confirm, to the best of our knowledge, that the set of financial statements for the financial year ending 31 December 2016 have been prepared in accordance with IFRS, and gives a true and fair view of the Group's assets, liabilities, financial position and profit or loss as a whole.
We also confirm, to the best of our knowledge, that the interim management report includes a fair review of important events that have occurred during the financial year and their impact on the set of financial statements, a description of the underlying principal risks and uncertainties, and major related parties' transactions.
Oslo,
Board of Directors and Chief Executive Officer of Pioneer Property Group ASA
Roger Adolfsen Leader Board of Directors Sandra Henriette Riise
Board member
Geir Hjort Board member Runar Rønningen
Even Carlsen Board member Nina Hjørdis Torp Høisæter Board memeber
CEO
We confirm, to the best of our knowledge, that the set of financial statements for the financial year ending 31 December 2016 have been prepared in accordance with IFRS, and gives a true and fair view of the Group's assets, liabilities, financial position and profit or loss as a whole.
We also confirm, to the best of our knowledge, that the interim management report includes a fair review of important events that have occurred during the financial year and their impact on the set of financial statements, a description of the underlying principal risks and uncertainties, and major related parties' transactions.
Oslo,
Board of Directors and Chief Executive Officer of Pioneer Property Group ASA
| Sandra Henriette Riise | Geir Hjort |
|---|---|
| Board member | Board member |
| Nina Hjørdis Torp Høisæter | Runar Rønningen |
| Board memeber | CEO |
We confirm, to the best of our knowledge, that the set of financial statements for the financial year ending 31 December 2016 have been prepared in accordance with IFRS, and gives a true and fair view of the Group's assets, liabilities, financial position and profit or loss as a whole.
We also confirm, to the best of our knowledge, that the interim management report includes a fair review of important events that have occurred during the financial year and their impact on the set of financial statements, a description of the underlying principal risks and uncertainties, and major related parties' transactions.
Oslo,
| Board of Directors and Chief Executive Officer of Pioneer Property Group ASA Roger Adolfsen Geir Hjort Sandra Henriette Riise Leader Board of Directors Board member Board member Even Carlsen Nina Hiørdis Torp Høisæter Runar Rønningen Board member Board memeber CEO |
||
|---|---|---|
We confirm, to the best of our knowledge, that the set of financial statements for the financial year ending 31 December 2016 have been prepared in accordance with IFRS, and gives a true and fair view of the Group's assets, liabilities, financial position and profit or loss as a whole.
We also confirm, to the best of our knowledge, that the interim management report includes a fair review of important events that have occurred during the financial year and their impact on the set of financial statements, a description of the underlying principal risks and uncertainties, and major related parties' transactions.
Oslo,
Board of Directors and Chief Executive Officer of Pioneer Property Group ASA
| Roger Adolfsen | Sandra Henriette Riise | Geir Hjort |
|---|---|---|
| Leader Board of Directors | Board member | Board member |
| Even Carlsen | Nina Hjørdis Torp Høisæter | Runar Rønningen |
| Board member | Board memeber | CEO |
| NOK thousand | Note | 2015 | 2016 |
|---|---|---|---|
| Income from rent | 218 | 129 319 | 217 548 |
| Other income | $\overline{2}$ | $-223$ | 193 |
| Total Income | 129 097 | 217 741 | |
| Expenses related to property | 8 | ||
| Payroll expenses | 15 | 314 | 450 |
| Other operating expenses | 8 | 31943 | 27 302 |
| Total Expenses | 32 256 | 27 752 | |
| Fair value adjustment on investment properties | 12 | 242 392 | |
| Operating profit (EBIT) | 96 840 | 432 380 | |
| Finance income | 13 | 7 1 2 2 | 2707 |
| Finance expenses | 13 | 62 189 | 148 563 |
| Currency expenses | 13 | 812 | |
| Net Finance | -55 067 | $-146668$ | |
| Profit/(loss) before tax | 41773 | 285712 | |
| Income taxes | 10 | 5610 | 52 145 |
| Profit/(loss) for the period | 36 163 | 233 567 | |
| Proposed dividends | |||
| Total distributed | 36 163 | 233 567 | |
| Consolidated Statement of Comprehensive Income: | |||
| NOK thousand | Note | 2015 | 2016 |
| Profit/(loss) for the period | 36 163 | 233 567 | |
| Total other comprehensive income, net of tax | c, | ×, | |
| Comprehensive income for the period | 36 163 | 233 567 | |
| Profit or loss for the period attributable to | |||
| All shareholders of Pioneer Property Group ASA | 36 163 | 233 567 | |
| Comprehensive income for the period attributable to | |||
| Ordinary shareholders of Pioneer Property Group ASA | 6 1 7 9 | 184 817 | |
| Earnings per share (NOK) | |||
| Basic earnings per preference share | 6 | 4.61 | 7,500 |
| Basic earnings per ordinary share | 6 | 0,700 | 18,831 |
| Dividend per preference share | |||
| Dividend per ordinary share | 6 6 |
4.61 | 7,500 |
| NOK thousands | Note | 31.12.2015 | 31.12.2016 |
|---|---|---|---|
| Assets | |||
| Investment property | 12 | 3413174 | 4 042 640 |
| Other non-current assets | 21 214 | ||
| Total non-current assets | 3413174 | 4 063 854 | |
| Trade and other receivables | 16 | 10 607 | 9574 |
| Cash and cash equivalents | 7 | 195 329 | 349 733 |
| Total current assets | 205 936 | 359 307 | |
| Total assets | 3619111 | 4 4 23 161 | |
| Equity and liabilities | |||
| Share capital | 17 | 16314 | 16314 |
| Share premium | 17 | 1585148 | 1548585 |
| Retained earnings | 36 163 | 289856 | |
| Total equity | 1637625 | 1854756 | |
| Borrowings | 9 | 1698 190 | 2416177 |
| Deferred tax | 10 | 15844 | 60097 |
| Other non-current liabilities | 139 508 | 9339 | |
| Total non-current liabilites | 1853542 | 2 485 614 | |
| Borrowings | 9 | 86793 | 38 391 |
| Current tax payable | 10 | 7363 | 7891 |
| Other current liabilities | 33787 | 36 509 | |
| Total current liabilities | 127 944 | 82791 | |
| Total liabilities | 1981485 | 2 568 405 | |
| Total equity and liabilities | 3619111 | 4 4 2 3 1 6 1 |
Oslo, Beard of Directors and Chief Executive Officer of Pionegr Property Group ASA
andr
α Roger Adolfsen
Leader Board of Directors
Sandra Henriette Riise Board member
Even Carlsen Board member Nina Hjørdis Torp Høisæter Board memeber
Kur
Geir Hjort Board member Runar Rønningen CEO
| NOK thousands | Note | 31.12.2015 | 31.12.2016 |
|---|---|---|---|
| Assets | |||
| Investment property | 12 | 3413174 | 4042640 |
| Other non-current assets | 21 214 | ||
| Total non-current assets | 3413174 | 4063854 | |
| Trade and other receivables | 16 | 10 607 | 9574 |
| 7 | 195 329 | 349733 | |
| Cash and cash equivalents | |||
| Total current assets | 205 936 | 359 307 | |
| Total assets | 3619111 | 4 4 2 3 1 6 1 | |
| Equity and liabilities | |||
| Share capital | 17 | 16314 | 16314 |
| Share premium | 17 | 1585148 | 1548585 |
| Retained earnings | 36 163 | 289 856 | |
| Total equity | 1 637 625 | 1854756 | |
| Borrowings | 9 | 1698 190 | 2416177 |
| Deferred tax | 10 | 15844 | 60 097 |
| Other non-current liabilities | 139 508 | 9 3 3 9 | |
| Total non-current liabilites | 1853542 | 2485614 | |
| Borrowings | 9 | 86793 | 38 391 |
| 10 | 7363 | 7891 | |
| Current tax payable | |||
| Other current liabilities | 33787 | 36 509 | |
| Total current liabilities | 127 944 | 827791 | |
| Total liabilities | 1981485 | 2568405 | |
| Total equity and liabilities | 3619111 | 4 423 161 |
Oslo,
Board of Directors and Chief Executive Officer of Pioneer Property Group ASA
Roger Adolfsen
Leader Board of Directors
Even Carlsen Board member
Sandra Henriette Riise Board member
Board memeber
Nina Hjørdis Torp Høisæter
Runar Rønningen CEO
Geir Hjort
Board member
| NOK thousands | Note | 31.12.2015 | 31.12.2016 |
|---|---|---|---|
| Assets | |||
| Investment property | 12 | 3413174 | 4 042 640 |
| Other non-current assets | 21 214 | ||
| Total non-current assets | 3413174 | 4 063 854 | |
| Trade and other receivables | 16 | 10 607 | 9574 |
| Cash and cash equivalents | 7 | 195 329 | 349 733 |
| Total current assets | 205 936 | 359 307 | |
| Total assets | 3619111 | 4 4 2 3 1 6 1 | |
| Equity and liabilities | |||
| Share capital | 17 | 16 314 | 16 314 |
| Share premium | 17 | 1585148 | 1548585 |
| Retained earnings | 36 163 | 289 856 | |
| Total equity | 1637625 | 1854756 | |
| Borrowings | g | 1698 190 | 2416177 |
| Deferred tax | 10 | 15844 | 60 097 |
| Other non-current liabilities | 139 508 | 9339 | |
| Total non-current liabilites | 1853542 | 2485614 | |
| Borrowings | 9 | 86793 | 38 391 |
| Current tax payable | 10 | 7363 | 7891 |
| Other current liabilities | 33787 | 36 509 | |
| Total current liabilities | 127944 | 82791 | |
| Total liabilities | 1981485 | 2568405 | |
| Total equity and liabilities | 3619111 | 4 4 2 3 1 6 1 |
Board of Directors and Chief Executive Officer of Pioneer Property Group ASA
Roger Adolfsen Leader Board of Directors Sandra Henriette Riise Board member
Geir Hjort
Board member
Even Carlsen Board member Nina Hjørdis Torp Hølsæter Board memeber
Runar Rønningen CEO
| NOK thousands | Note | 31.12.2015 | 31.12.2016 |
|---|---|---|---|
| Assets | |||
| Investment property | 12 | 3413174 | 4 042 640 |
| Other non-current assets | 21 214 | ||
| Total non-current assets | 3413174 | 4 063 854 | |
| Trade and other receivables | 16 | 10 607 | 9574 |
| Cash and cash equivalents | 7 | 195 329 | 349733 |
| Total current assets | 205 936 | 359 307 | |
| Total assets | 3619111 | 4423161 | |
| Equity and ilabilities | |||
| Share capital | 17 | 16314 | 16314 |
| Share premium | 17 | 1585 148 | 1548585 |
| Retained earnings | 36 163 | 289 856 | |
| Total equity | 1637625 | 1854756 | |
| Borrowings | 9 | 1698190 | 2416177 |
| Deferred tax | 10 | 15844 | 60 097 |
| Other non-current liabilities | 139 508 | 9339 | |
| Total non-current liabilites | 1853542 | 2485614 | |
| Borrowings | 9 | 86793 | 38 391 |
| Current tax payable | 10 | 7363 | 7891 |
| Other current liabilities | 33787 | 36 509 | |
| Total current liabilities | 127 944 | 82791 | |
| Total liabilities | 1981485 | 2568405 | |
| Total equity and liabilities | 3619111 | 4 4 23 161 |
Oslo,
Board of Directors and Chief Executive Officer of Pioneer Property Group ASA
Roger Adolfsen
Leader Board of Directors
Sandra Henriette Riise Board member
Geir Hjort
Board member
Even Carlsen Board member
Nina Hjørdis Torp Hølsæter Board memeber
Runar Rønningen
CEO
| Attributable to owners of the parent | |||||
|---|---|---|---|---|---|
| NOK thousands | Share capital | Share premium |
Retained earnings |
Total Equity | |
| Balance at 31 December 2015 | 16 3 14 | 1585148 | 36 163 | 1 637 625 | |
| Profit/(loss) for the period Proposed dividends |
$-36563$ | 233 567 | 233 567 $-36563$ |
||
| Other changes | 20 1 26 | 20 126 | |||
| Total comprehensive income for the period | 0 | $-36563$ | 253 693 | 217 131 | |
| Balance at 31 December 2016 | 16 3 14 | 1 548 585 | 289 856 | 1854756 |
| NOK thousands | Note | 2015 | 2016 |
|---|---|---|---|
| Cash flows from operating activities: | |||
| Profit before income tax | 41 773 | 285712 | |
| Adjustments for: | |||
| Fair value adjustments on investment property | $-242392$ | ||
| Interest expense - net | |||
| Borrowing cost | |||
| Taxes paid | $-7279$ | ||
| Profit/loss on sale of fixed assets | 70 | ||
| Changes in working capital: | |||
| Trade receivables | 16 | $-807$ | 225 |
| Trade payables | 2722 | ||
| Other accruals | 128 377 | $-68892$ | |
| Cash generated from operations | 169 343 | $-29834$ | |
| Interest paid | |||
| Income tax paid | |||
| Net cash generated from operating activities | 169 343 | $-29834$ | |
| Cash flows from investing activities: | |||
| Proceeds from sale of properties | 1 2 3 7 | ||
| Purchase of property | 12 | $-3413174$ | $-368$ 185 |
| Purchase of net other assets | |||
| Other long term receivables | |||
| Proceeds from sale of shares and bonds | -70 | ||
| Net cash used in investing activities | $-3413174$ | $-367018$ | |
| Cash flows from financing activities: | |||
| Proceeds from debt to financial institutions | 9 | 1837698 | 1676 110 |
| Proceeds from other borrowings | 9 | ||
| Repayments of debt to financial institutions | 9 | -1 088 291 | |
| Proceeds from shares issued | 17 | 1631477 | |
| Repayment of shares issued | 17 | $-30015$ | |
| Dividends paid to owners of the parent | 6 | $-36563$ | |
| Dividends paid to non-controlling interests | |||
| Net cash from financing activities | 3 439 161 | 551 256 | |
| Net change in cash and cash equivalents | 195 329 | 154 404 | |
| Cash and cash equivalents at beginning of period | 7 | 195 329 | |
| Exchange gains/(losses) on cash and cash equivalents | |||
| Cash and cash equivalents at period end | $\overline{\mathbf{7}}$ | 195 329 | 349 733 |
Pioneer Property Group ASA (the 'Company') and its subsidiaries (together, the 'Group') invests in kindergarden, preschool properties and retirement homes and rent the properties out on long term leases. The Group holds investment properties in Norway, Sweeden and Finland.
Pioneer Property Group ASA is a public limited company incorporated and domiciled in Norway. The adress of the Company's registered office is Rådhusgata 23, 0158 Oslo,
The Company was incorporated 5 January 2015. The Group was formed 12 May 2015 after the acquistions of Pioneer Public Properties | AS, Pioneer Public Properties || AS, Pioneer Public Properties III AS and Pioneer Public Properties IV AS. In 2016 the group founded Pioneer Public Properties V AS that bought real estate companies in Norway, Sweden and Finland See note 11.
The consolidated interim financial statements covers the period from 1 January 2016 to 31 December 2016 (Q1-Q4 column)
The annual consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU. The interim consolidated financial statments have been prepared under the historical cost convention, as modified by fair value adjustments to investment properties.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estiamtes are significant to the consolidated financial statements are disclosed in note 4.
The consolidated financial statements have been prepared on a going concern basis.
All financial numbers are presented in thousand NOK, unless otherwise stated.
Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
The group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition related costs are expensed as incurred.
Acquisition of subsidiaries or other entities not viewed as a business combination
An acquisition of entities not comprising any business activities is viewed as a purchase of assets. The acquisition cost is allocated to the acquired assets and no deferred tax is calculated for temporary differences that arise at their initial recognition
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group's accounting policies.
The financial statements and accompanying notes are in accordance with standards currently effective under IFRS as adopted by the EU.
A number of new standards and amendments to standards and interpretations are effective for periods beginning after 31 December 2016, and have not been applied in preparing these annual consolidated financial statement. None of the new Standards are expected to have a significant effect on the consolidated financial statements of the Group. The following new standards have not been implemented in the preparation of these financial statements:
IFRS 9 "Financial Instruments" regulates the classification measurement and recognition of financial assets and financial obligations. The complete version of IFRS 9 was issued in July 2014. It replaces IAS 39. IFRS 9 classified financial assets in three categories, really value through other comprehensive income, fair value through profit and amortized cost. Measuring categories determined by first time accounting. Classification depends on entity's business model for managing its financial instruments and characteristics of the cash flows.
For financial liabilities continued mainly regulation from IAS 39. IFRS 9 simplifies the requirements for hedge accounting something in relation to the current rules under IAS 39. The standard represents a change in relation to the assessment of losses claim. Current rules only require first provision when it occurrence of a loss event, while new regulations require provision for anticipated requirements. The standard is effective for accounting beginning 1.1.2018 or later. Group have not yet completed the evaluation of the impact IFRS 9 will have on the Group.
IFRS 15 replaces the existing standards for revenue (IAS 11 and IAS 18) with effect from 01.01.2018. IFRS 15 introduces 1:05 step method of accounting income: 1. Identification of the contract with the customer, 2. Identification of the delivery commitments, 3. Determination the transaction price, 4 Allocation of the transaction price and 5 Recognition of income as commitments to be met. The standard may result changes in relation to the timing of revenue recognition and measurement of income. The group has still not completed the assessmentwhat effect IFRS 15 will have for the group
IASB issued a new standard for leasing 13 January 2016. The standard is effective for fiscal years beginning after 01/01/2019. The standard requires that the lessee capitalizes a right of use with corresponding liability for any material leases. The Group has not yet completedassessing the impact of IFRS 16 will have on the Group.
Property held with the purpose of achieving rental income, increase in value or both are classified as investment property. Investment property also include property under development for future use as investment property. Investment property is initially recognised at cost included transaction costs.
Upon purchase of property management assess whether the purchase constitute purchase of a business or purchase of an asset in accordance with IFRS 3. Transaction costs include stamp duty, lawyer's fees and commission to bring the property to the condition that is necessary to put the property into operation. Recognised value also include replacement cost for parts of the existing investment property at the time when the cost is incurred and the terms for recognition has been met.
After initial recognition the investment property is then recognised at fair value. Profit or loss from changes in fair value are presented in the income statement when they arise.
Subsequent costs relating to investment property are included in the carrying amount if it is probable that they will result in future economic benefits for the investment property and the costs can be measured reliably. Expenses relating to operations and maintenance of the investment property are charged to the income statement during the financial period in which they are incurred.
Investment properties are derecognised when they are sold or are permanently out of operations and no future economic benefit is expected if disposed of. All gains or losses relating to sales or disposal are presented in the income statement the same year as disposal. Gains or losses from disposal of investment property is the difference between net selling price and the carrying amount of the asset in the previous year's financial statements.
A lease is an agreement whereby the lessor conveys to the lessee in return for a payment, the right to use an asset for an agreed period of time.
All the Group's properties are leased out under operating leases. The properties are incuded in the balance sheet as Investment Property.
Revenue comprise of rental income from the properties. Lease income on operating leases is recognized over the term of the lease on a straight line basis.
Costs directly related to the operations of existing properties are recognized as real estate related costs, other costs are included as administrative costs. Costs are recognised as they are accrued.
The group classifies its financial assets in the following category: Loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. Currently the Group only holds financial assets in the category loans and receivables.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as noncurrent assets. The group's loans and receivables comprise 'trade and other receivables' and 'cash and cash equivalents' in the balance sheet
1.8.2 Recognition and measurement Regular purchases and sales of financial assets are recognised on the trade-date - the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the group has transferred substantially all risks and rewards of ownership. Loans and receivables are subsequently carried at amortised cost using the effective interest method.
Assets carried at amortised cost:
The group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.
Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.
For loans and receivables category, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in the consolidated income statement.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in the consolidated income statement.
Trade receivables are amounts due from customers for rental of premises. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are
classified as current assets. If not, they are presented as non-current assets. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.
Cash and cash equivalents includes bank deposits.
The Company has two classes of shares, ordinary shares and preference shares. Both classes are classified as equity.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
Interest income is recognised using the effective interest method. When a loan and receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loan and receivables is recognised using the original effective interest rate.
Tax on income in the interim periods are accrued using the tax rate that would be applicable to expected annual profit.
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in Norway. Management periodically evaluates positions taken in tax calculations with respect to situations in which applicable tax regulation is subject to interpretation. Management establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit. Deferred income tax is
determined using tax rates (and laws) that have been enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
The Company has two classes of shares, ordinary shares and preference shares. The preference shares are entitled to annual dividend payments amounting to NOK 7,50 per preference share, if the General Assembly approves payment of dividends. If payable, the dividend payments will be made quarterly with NOK 1,875 per preference share.
The quarterly dividend distribution to the preference shares is recognised as equity in the Group's financial statements in the period in which the dividends are approved by the General Assembly.
Divdend distribution to Ordinary shares is recognised as a liability in the Group's financial statement in the period in which the dividend is approved by the Company's shareholders in the General Assembly to payment.
The Group's only business is to own and rent out preschool properties and retirement homes. All properties are in the same business segment. All properties are in Norway, Sweeden and Finland.
The statement of cash flow has been prepared using the indirect method, and in accordance with IAS 34 a condensed statement is presented.
The Group's activities expose it to a variety of financial risks: market risk (including fair value interest rate risk and cash flow interest rate risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.
Risk management is carried out by management under guidance by the Board of Directors. Management identifies, evaluates and act upon financial risks.
Market risk is the risk that future cash flows in the form of interest payments change as a result of changes in market interest rates. Management and the Board of Directors agree on an acceptable level of interest rate exposures, which are monitored continously by management. The level of interes rate exposure is determined based on an assesment of existing cash flows, general assesment of financial condition and available liquidity.
The Group holds interest bearing assets in terms for cash deposits. Fluctuations in interest would yield a higher or lower interest income. At the current level of cash deposits a change in interest rate of +/- 1 % would not be material for the financial statements.
The Group's interest rate risk arises from long-term borrowings. The Group holds several types of borrowings. refer to note 9 for details. Borrowings at fixed rates expose the Group to fair value interest rate risk.
Exposure to cash flow interest rate risk is assessed continuously. The need for a fixed rate is under constant review in relation to the Group to withstand adverse fluctuations in profit due to higher interest rates. Management's assessment is that the Group's current financial position does not indicate a further need for fixed interes rates.
If the interest rate had been +/- 1 % in Q4 2016 the result after tax would be +/- MNOK 6.1 million, all other conditions unchanged and assuming a floating interest rate on 100% of the Company's borrowings.
The average effective interest rate of the Group's borrowings was at period end 31 December 2016: 3,3 %
Credit risk is the risk of loss when a party is unable to redeem their obligations to the Group.
Credit risk is managed on Group basis. Credit risk arises from cash and cash equivalents, and credit exposures customers, including outstanding receivables and committed transactions. Managment assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are set based on ratings. The utilisation of credit limits is monitored regularly.
No credit limits were exceeded during the reporting period, and management does not expect any losses from non-performance by these counterparties
| Exposure to credit risk at the end of the period: | 31.12.2016 | 31.12.2015 |
|---|---|---|
| Accounts receivable | 582 | 807 |
| Other Short term receivable | 8992 | 9801 |
| Cash balance | 341 681 | 195 329 |
| Total exposure | 351 255 | 205 937 |
The credit risk related to outstanding to related parties and banks is considered to be low.
Liquidity risk is the risk that the Group will not be able to meet its obliagtions at maturity without incurring a significant increase in finance cost or not being able to meet its obliagtions at all. The risk also includes that the Group must forfeit investment oportunities. Cash flow forecasting is performed at Group level. Group management monitors the Group's liquidity requirements to ensure that it has sufficient cash to meet operational needs while maintaining suffiecient headroom to avoid breaches in convenants on relevant borrowing facilities (refer to note 9), as well as capability to pay out quarterly dividends to holders of preference shares. The monitoring takes into account the Group's debt financing plans and covenant compliance.
The table below analyses the Group's financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows:
| maturity of miditoidi nubilities at the cha of the period. 31.12.2016 |
|||||
|---|---|---|---|---|---|
| $<$ 3mnths | $3m-1v$ | 1v-2v | $2v-5v$ | $>5$ v | |
| Borrowings (bank) | 9724 | 28 667 | 64932 | 721 045 | 642 531 |
| Interest on borrowings (bank) | 13418 | 36 26 2 | 46710 | 149 695 | 177 907 |
| Bond loans | $\sim$ | C. Morris | $\left( \bullet \right)$ | 1 000 000 | $\bullet$ |
| Interest on bond loans | 16 000 | 48 000 | 64 000 | 152 000 | ÷ |
| Other liabilities |
| 31.12.2015 | ||||||
|---|---|---|---|---|---|---|
| $<$ 3 mnths | $3m-1v$ | 1v-2v | 2v-5v | >5v | ||
| Borrowings (bank) | 9901 | 29 942 | 190 450 | 340 854 | 645719 | |
| Interest on borrowings (bank) | 11 366 | 33727 | 38 050 | 107761 | 194 518 | |
| Bond loans | ۰ | 46 500 | 59 900 | 478 150 | $\mathcal{L}(\mathbf{R})$ | |
| Interest on bond loans | 9 2 3 5 | 27 705 | 36940 | 39 235 | 92 | |
| Other liabilities | 33787 | œ. | 139 508 | Ю, | ۳ |
d) Currency risk
Currency risk is a financial risk that exists when a financial transaction is denominated in a currency other than that of the base currency of the company. Currency risk also exists when the foreign subsidiary of a firm maintains financial statements in a currency other than the reporting currency of the consolidated entity. The risk is that there may be an adverse movement in the exchange rate of the denomination currency in relation to the base currency before the date when the transaction is completed.
As the Group has subsidiaries in Sweden and Finland where the currencies are SEK and EUR, respectively, the company is exposed to currency risk as the Group's consolidated finacial statements is reported in NOK.
The group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders holding ordinary shares,
return capital to shareholders, issue new shares or sell assets to reduce deb balance sheet plus net debt.
$\epsilon$
| Gearing ratio at the end of the period | 31.12.2016 | 31.12.2015 |
|---|---|---|
| Total borrowings | 2463220 | 1923099 |
| Less: Cash and cash equivalents | 349 733 | 195 329 |
| Net debt | 2 113 486 | 1727770 |
| Total equity | 1854756 | 1637625 |
| Total capital | 3968243 | 3 365 395 |
| Gearing ratio | 53% | 51% |
The Group's business is to own and manage investment properties in Norway, Sweden and Finland and rent them out to operators of pre-school and retirement homes. There is no material difference in risk and margins in the different investment properties. The Group is therefore considered to operate in one business area and in
three geographical area
The Group have seven customers: Norlandia Barnehagene, Kidsa Barnehager, Espira Barnehagene, Suomen
Tenava Päiväkodit, Norlandia Förskolor, Touhula and Casparssons Vårdhem.
| NOK thousand | Norway | Sweden | Finland | Group |
|---|---|---|---|---|
| Income from rent | 212785 | 1 208 | 3554 | 217 548 |
| Other income | 193 | ۰ | 193 | |
| Total Income | 212978 | 1 208 | 3554 | 217 741 |
| Expenses related to property | × | |||
| Payroll expenses | 450 | 450 | ||
| Other operating expenses | 24 543 | 231 | 2529 | 27 302 |
| Total Expenses | 24 993 | 231 | 2529 | 27 752 |
| Fair value adjustment on investment properties | 259 545 | $-10230$ | $-6923$ | 242 392 |
| Operating profit (EBIT) | 447 530 | $-9252$ | $-5898$ | 432 380 |
| Finance income | 2705 | 2 | 2707 | |
| Finance expenses | 146 998 | 223 | 1 342 | 148 563 |
| Currency expenses | 1613 | 157 | -959 | 812 |
| Net Finance | $-145907$ | $-381$ | $-381$ | $-146668$ |
| Profit/(loss) before tax | 301 624 | $-9633$ | $-6279$ | 285712 |
| Income taxes | 56 123 | $-2408$ | $-1570$ | 52 145 |
| Profit/(loss) for the period | 245 501 | $-7225$ | -4 709 | 233 567 |
The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seld om equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of items in the statement of financial position within the next financial year are addressed below.
a) Fair value of Investment Properties.
The fair value of investment properties is assessed quarterly by management. The Investements Properties are on a regular bas is subject to on-site inspections and technical evaluations.
The properties are valued using a combination of discounted cash flow models and market based property yield. The Investment Properties are measures at level 3. All significant inputs are disclosed in note 12. All cash flows used in the calculations are based on long term contracts. Management assess the cash flows to be stable without material uncertainty. The critical accounting estimates in the calculation, based on management's judgement is the yield.
The yield is calculated per investment property. The prime yield for pre-school properties is 5,25%. Factor such as the property's location in relation to a major city, net-population change, size of the property/per child, year of build and whether or not the property is on a leased land(Norwegian: festetomt).
The average gross yield for the investement property portfolio is 5,8 %. Refer to note 12 for sensitivities.
The valuation report is commissioned from a well know and reputable company, and for 2016 a valuation report was commissioned from Newsec.
$\chi$
The Group has no contingent liabilities nor commitments at 31 December 2016.
$\sim$ 10 $^{-1}$
a) Basic
a) basic.
The Group's preference shares are entitled to a fixed dividend of NOK 7.50 per annum, if the General Assembly approves
payment of dividends. To calculate the earnings per share the entitled dividend to the prefer
| Calculation of earnings per share for the period | Q1 | Q2 | Ο3 | Q4 | 31.12.2016 |
|---|---|---|---|---|---|
| Net profit | 17 128 165 | 19 081 912 | -18 817 066 | 216 173 785 | 233 566 796 |
| Less pref share dividends | $-12$ 187 500 | -12 187 500 | $-12$ 187 500 | $-12$ 187 500 | -48 750 000 |
| Profit attributable to ord shares | 4 940 665 | 6894412 | $-31004566$ | 203 986 285 | 184 816 796 |
| Weighted avg ord shares | 9814470 | 9814470 | 9814470 | 9 814 470 | 9814470 |
| EPS to ord shares | 0.50 | 0.70 | 0.00 | 20.78 | 18.83 |
b) Diluted
As per 31 December 2016 no rights are issued which cause diluted earnings per share to be different to basic earnings per share.
Refer to note 17 for information related to the classes of shares.
| Cash and cash equivalents | 31.12.2016 | 31.12.2015 |
|---|---|---|
| Bank deposits | 349733 | 195 329 |
| Total | 349733 | 195 329 |
There are no restricted funds at the end of the period.
$\mathbf{X}$
Specification of expenses related to properties
| Abcompanion of expenses related to broberties | 31.12.2016 31.12.2015 |
|---|---|
| Maintenance properties | |
| Total expenses related to properties |
| Specification of other operating expenses | 31.12.2016 31.12.2015 | |
|---|---|---|
| Management fee | 11861 | 13525 |
| Other operating expenses | 15 44 1 | 18418 |
| Total other operating expenses | 27 302 | 31943 |
$\alpha$
Interest-bearing liabilities and available cash and cash equivalents constitute the capital of the Group.
The Group's main source of financing are bank loans, bond loans in the Norwegian bond market and shareholder loans.
Summary of external bank- and bond loans by tranche as of 31 December 2016
| NOK thousand | 31.12.2016 | 31.12.2015 |
|---|---|---|
| Non-current | ||
| Commercial bank loans | 659 395 | 404 086 |
| Husbank loans (state bank) | 769 113 | 772937 |
| Bonds in Pioneer Public Properties II AS | 174 425 | |
| Bonds in Pioneer Public Properties III AS | 346742 | |
| Bonds in Pioneer Public Properties AS | 987 669 | |
| Total | 2416177 | 1698 190 |
| NOK thousand | 31.12.2016 | 31.12.2015 |
| Current | ||
| Commercial bank loans | 7356 | 19 151 |
| Husbank loans (state bank) | 31 036 | 20 692 |
| Bonds in Pioneer Public Properties II AS | 20 000 | |
| Bonds in Pioneer Public Properties III AS | 26 950 | |
| Bonds in Ploneer Public Properties AS | ||
| Total | 38 391 | 86793 |
| NOK thousand | 31.12.2016 | 31.12.2015 |
| Total non-current and current | ||
| Commercial bank loans | 666751 | 423 237 |
| Husbank loans (state bank) | 800 149 | 793 629 |
| Bonds in Pioneer Public Properties II AS | 194 425 | |
| Bonds in Pioneer Public Properties III AS | 373 692 | |
| Bonds in Pioneer Public Properties AS | 987 669 | |
| Total | 2 454 569 | 1784983 |
The Group's bankloans are with Husbanken, DNB, SR-Bank, Handelsbanken, Swedbank and Danske Bank. The bank borrowings mature until 2035. Of the total bank borrowings per 31 December 2016 NOK 581 million are on a fixed rate. The remaining NOK 1 466 million are on floating rates.
b) Bond loans
The Group has issues one bonds:
Pioneer Public Property (ticker PPU01) at Oslo Børs amounting to NOK 1 000 million with maturity Mai 2021. The bond is a senior secured
Callable bond with voluntary redemption at specified p
Summary of bond loans:
| Bonds | Book value 31.12.2016 |
Marked value 31.12.2016 |
Coupon | Term |
|---|---|---|---|---|
| ppp | 000 000 | 1047500 | $NIBOR + 5.25%$ | 2016/2021 |
| Transaction costs | $-13701$ | |||
| Amortization | 1370 | |||
| Total bond | 987 669 | 1 047 500 | ||
| Whereof current |
| Book value | Marked value | Coupon | Term |
|---|---|---|---|
| 200 000 | 202 000 | $NIBOR + 5$ % | 2013/2018 |
| 385 000 | 386 694 | NIBOR + 4.5 % | 2014/2019 |
| $-24896$ | |||
| 8013 | |||
| 568 117 | 588 694 | ||
| 987 669 | 47 269 | ||
| 31.12.2015 | 31.12.2015 |
In the Bond agreement entere into are there limitations on the borrower (PPP):
The recognised value of assets pledged as security for bank borrowings as per 31 December 2016
| 31.12.2016 | 31.12.2015 | |
|---|---|---|
| Investment property | 4 042 640 | 3413174 |
| Total pledged assets | 4 042 640 | 3413174 |
Income tax expense is recognised based on management's estimate of the weighted average annual income tax rate expected for the full
financial year. The estimated average annual tax rate used for the year to date 31 Decemb
| Tax expense | Q1 16 | Q 2 16 | Q3 16 | Q4 16 | 2016 |
|---|---|---|---|---|---|
| Profit before tax | 22 838 | 25 4 43 | $-25089$ | 262 521 | 285712 |
| Adjustments for: | |||||
| - temporary differences | 165 259 | ||||
| - Permanent differences | -242 392 | ||||
| Taxable result for the period | 22838 | 25 4 43 | $-25089$ | 262 521 | 208 580 |
| Income tax expense for the period | 5709 | 6 3 6 1 | $-6272$ | 46 347 | 52 145 |
| Estimated effective tax rate for the period | 25 % | 25% | 25% | 18 % | 18 % |
| Change in deferred tax/deferred tax asset YTD | Properties | Deferred loss | Other | Total |
|---|---|---|---|---|
| As per 1 January 2016 | 15844 | 15844 | ||
| Recognized upon acquisition of assets | 4591 | 4 5 9 1 | ||
| Change in the period | 39 662 | 39 662 | ||
| As per 31 December 2016 | 60 097 | 60 097 |
| Investment | loss carried | ||||
|---|---|---|---|---|---|
| Change in deferred tax/deferred tax asset | properties | forward | Other items | Total | |
| As per 1 January 2016 | 15844 | 15844 | |||
| Recognized upon acquisition of assets | п | ٠ | 4591 | 4591 | |
| Change in the period | 39 662 | 39 662 | |||
| As per 31 December 2016 | 60 097 | 60 097 | |||
| Current income tax liabilities | 2016 | 2015 | |||
| Current income tax | 7891 | 7 363 | |||
| Change in prior years | |||||
| Total current income tax liabilities | 7 891 | 7 363 |
In 2016 the Group bought real estate companies in Sweden, Finland and Norway. The Group also founded a Norwegian holding company PPPV AS The Group consists of the following subsidiaries per 31 December 2016:
| Company Name |
Location | Percent of stock |
|---|---|---|
| Pioneer Public Properties AS | Norway | 100 % |
| Pioneer Public Properties I AS | Norway | 100 % |
| Bodø Eiendomsselskap AS | Norway | 100 % |
| Vestlandske Eiendomsselskap AS | Norway | 100 % |
| Tromsø Eiendomsselskap AS | Norway | 100 % |
| Pioneer Public Properties II AS | Norway | 100 % |
| Idunsvei 8 Eiendom DA | Norway | 100 % |
| Oslo Barnehager Eiendom AS | Norway | 100 % |
| Vifo Romeriket Eiendom AS | Norway | 100 % |
| Bergen Barnehager Eiendom AS | Norway | 100 % |
| Pioneer Public Properties III AS | Norway | 100 % |
| Service Property AS | Norway | 100 % |
| Bjørgene Barnehage AS | Norway | 100 % |
| Brådalsfjellet Barnehage AS | Norway | 100 % |
| Dragerskogen Barnehage AS | Norway | 100 % |
| Dvergsnestangen Barnehage AS | Norway | 100 % |
| Furuholmen Barnehage AS | Norway | 100 % |
| Garhaug Barnehage AS | Norway | 100 % |
| Gullhella Barnehage AS | Norway | 100 % |
| Gåserud Barnehage AS | Norway | 100 % |
| Halsnøy Kloster Barnehage AS | Norway | 100 % |
| Helldalsåsen Barnehage AS | Norway | 100 % |
| Høytorp Fort Barnehage AS | Norway | 100 % |
| Kløverenga Barnehage AS | Norway | 100 % |
| Kniveåsen Barnehage AS | Norway | 100 % |
| Krystallveien Barnehage AS | Norway | 100 % |
| Kuventræ Barnehage AS | Norway | 100 % |
| Litlasund Barnehage AS | Norway | 100 % |
| Løvestad Barnehage AS | Norway | 100 % |
| Marthahaugen Barnehage AS | Norway | 100 % |
| Myraskogen Barnehage AS | Norway | 100 % |
| Nordmo Barnehage AS | Norway | 100 % |
| Opaker Barnehage AS | Norway | 100 % |
| Opsahl Barnehage AS | Norway | 100 % |
| Ormadalen Barnehage AS | Norway | 100 % |
| Rambjøra Barnehage AS | Norway | 100 % |
| Ree Barnehage AS | Norway | 100 % |
| Romholt Barnehage AS | Norway | 100 % |
| Rubbestadneset Barnehage AS | Norway | 100 % |
| Rå Barnehage AS | Norway | 100 % |
| Salamonskogen Barnehage AS | Norway | 100 % |
| Skolegata Barnehage AS | Norway | 100 % |
| Skåredalen Barnehage AS | Norway | 100 % |
| Snurrefjellet Barnehage AS | Norway | 100 % |
| Solknatten Barnehage AS | Norway | 100% |
|---|---|---|
| Stongafjellet Barnehage AS | Norway | 100 % |
| Sundbyfoss Barnehage AS | Norway | 100 % |
| Tjøsvoll Barnehage AS | Norway | 100 % |
| Torsbergskogen Barnehage AS | Norway | 100 % |
| Ulsetskogen Barnehage AS | Norway | 100 % |
| Vagletjørn Barnehage AS | Norway | 100% |
| Vannverksdammen Barnehage AS | Norway | 100 % |
| Vanse Barnehage AS | Norway | 100 % |
| Veldetun Barnehage AS | Norway | 100 % |
| Østrem Barnehage AS | Norway | 100 % |
| Åbol Barnehage AS | Norway | 100% |
| Århaug Barnehage AS | Norway | 100 % |
| Pioneer Public Properties IV AS | Norway | 100 % |
| Kidsa Bygg AS | Norway | 100 % |
| Kidsa Eiendom AS | Norway | 100 % |
| Kidsa AS | Norway | 100 % |
| Kidsa Eiendom II AS | Norway | 100 % |
| Norlandia Barnehagebygg AS | Norway | 100 % |
| Arken Barnehage Eiendom AS | Norway | 100 % |
| Kidsa Hylkje AS | Norway | 100 % |
| Kidsa Sandgotna AS | Norway | 100% |
| Kidsa Ladegården AS | Norway | 100 % |
| Kidsa Festtangen AS | Norway | 100 % |
| Kidsa Øvre Sædal AS | Norway | 100 % |
| Kidsa Kokstad AS | Norway | 100 % |
| Kidsa Øvsttun AS | Norway | 100% |
| Kidsa Øyrane AS | Norway | 100 % |
| Pioneer Public Properties V AS | Norway | 100 % |
| Kidsa Ospeli Eiendom AS | Norway | 100% |
| Soløyvannveien 100 AS | Norway | 100 % |
| ITS Solbarnehager AS | Norway | 100 % |
| Norlandia Barnehagene Porsgrunn AS | Norway | 100% |
| Pioneer Public Finland OY | Finland | 100 % |
| Kiinteistö OY Akaan Tenavajoti | Finland | 100 % |
| Kiinteistö OY Lohjan Tenavajoti | Finland | 100 % |
| Kiinteistö Esoo Palolammentie OY | Finland | 100 % |
| Kiinteisö Hyvinkään Pavinmäenkatu OY | Finland | 100 % |
| Kiinteistö Keravan Kurkela OY | Finland | 100% |
| Kiinteistö Bromkuja Kirkkonummi OY | Finland | 100 % |
| Päiväkotikiinteistö Klaukkala Pikkutikankuja OY | Finland | 100 % |
| päiväkotikiinteistö Aapraminkaari Vantaa OY | Finland | 100 % |
| Päiväkotikiinteistö Vihti Nummela OY | Finland | 100 % |
| Päiväkotikiinteistö Touhula Karistonkatu Lahti OY | Finland | 100 % |
| Oulunsalon Tetrilänku KOY | Finland | 100 % |
| Touhula Ritaharju KOY | Finland | 100% |
| Kangasala Ilkontie KOY | Finland | 100 % |
| Päiväkoti Ylöjärvi rimpitie OY | Finland | 100 % |
| Casparssons Fastighetsbolag AB | Sweden | 100 % |
The Group rents out the investment properties on long term triple net contracts, with an exception on the properties leased to Espira, one of the Group's three customers (ref note 3). On average there are 16 years remaining on the lease agreements. All agreements are fully CPI-adjusted annually. The Group does not have any future maintenance capital expenditure on properties as all maintenance is carried by the tenant as agreed upon in the lease agreements. The properties are primarily located in the greater Oslo area, Bergen, the greater Stavanger area, Bodø and Tromsø and certan locations in Sweden and Finland. See the Company's web site for a full list and map of all the properties. The investment properties are valued in accordance with the fair value method and all have been valued in accordance with valuation Level 3. The yield level of the properties has been determined on the basis of their unique risk and transactions made at the respective location according to the location price method. At the end of the year, the Group commissioned an external cash-flow valuation for all the individual properties from Newsec.
Newsec has in this report valuated each property on an individual basis using a combination of discounted cash-flow analysis and property yield level. The prime-yield used as a benchmark of individual yield assumptions in Newsec's analysis was 5,25%, and a number of individual factors for each property were applied to assess the individual yield for the respective property/location.
A property analysis is an estimate of the value that an investor is willing to pay for the property at a given time. The valuation is made on the basis of generally accepted models and certain assumptions on different parameters. The market value of the properties can only reliably established in a transaction between two independent parties. An uncertainty interval is stated in the property values and is between +/- 5 per cent in a normal market. A changed property value of +/-5 per cent affects the Groups's property value by +/- NOK 202 million.
If yield is changed by 1 per cent the book value of the properties change with MNOK -580, and with -0,5 MNOK 370. If the rent cahnged by $+/-$ 5 per cent value of the properties change with MNOK 202
| Yield sensitivity | ||||
|---|---|---|---|---|
| $-0.5%$ | 0.0% | 1,0% | ||
| $-5%$ | 4 2 1 0 , 3 | 3 840,5 | 3 2 6 0, 2 | |
| NOI sensitivity | 0% | 4412.4 | 4 042,6 | 3 4 6 2.3 |
| 5% | 4614.5 | 4 2 4 4 , 8 | 3664,5 |
| NOK thousands | 2016 | 2015 |
|---|---|---|
| Interest income | 2707 | 7 1 2 2 |
| Currency expense | 812 | $\overline{\phantom{a}}$ |
| Interest expense | 148 563 | 62 189 |
| Net financial items | 146 668 | 55 067 |
$\label{eq:4.1} \widehat{\mathfrak{sl}}_{\mathbb{C}}(\mathbb{C})=\mathbb{C}(\mathbb{C})\otimes\mathbb{C}(\mathbb{C})$
$\bar{z}$
| Related party | Relation to the Group |
|---|---|
| Roger Adolfsen | Chairman of the Board and owner of Mecca Invest AS |
| Sandra Henriette Riise | Board member |
| Geir Hiort | Board member |
| Even Carlsen | Board member and owner of Grafo AS |
| Nina Hiørdis Torp Høisæter | Board member |
| Runar Rønningen | CEO Pioneer Capital Partners AS |
| Pioneer Capital Partners AS | Shareholder and Deliverer of managment services |
| Hospitality Invest AS | Substantial shareholder |
| Grafo AS | Substantial shareholder |
| Kevenstern AS | Substantial shareholder |
| Mecca Invest AS | Substantial shareholder |
| Norlandia Care Group AS | Controlled by substantial shareholders, refer to note 17 |
| Pioneer Bidco I AS | Controlled by substantial shareholders, refer to note 17 |
| Kidsa Drift AS | Controlled by substantial shareholders, refer to note 17 |
| Kidsa Barnehager AS | Controlled by substantial shareholders, refer to note 17 |
| Acea Properties AS | Controlled by substantial shareholders, refer to note 17 |
| Ord. Shares | Pref. shares | |
|---|---|---|
| Roger Adolfsen | 2938912 | 437 805 |
| Even Carlsen | 1773386 | 338 600 |
| Runar Rønningen | 59 650 |
| Transactions with related parties | Q116 | Q 2 16 | Q316 | Q4 16 | 2016 |
|---|---|---|---|---|---|
| Rent revenue from Norlandia Care Group AS including subsidiaries | 14 845 | 14 845 | 14 845 | 14 845 | 59 380 |
| Rent revenue from Kidsa Drift including subsidiaries | 9775 | 9775 | 9 7 7 5 | 9 7 7 5 | 39 099 |
| Management fee to Pioneer Capital Partners AS including subsidiaries | 2830 | 2830 | 2830 | 3 3 7 2 | 11 861 |
| Purchase of shares from related parties (refer to note 11) | $\blacksquare$ | 100 127 | 100 127 |
| Receivables from related parties | 31.12.2016 |
|---|---|
| Kidsa Barnehager AS | 29 535 |
The outstanding balances between the related parties are unsecured. The receivables occurred in late December, it is
expected that these will be settled early in 2017, therefor it is not calculated interest on these receiv
The company does not have any employees. Refer to Note 14 for information regarding management fee to Pioneer
Management AS, a fully owned subsidiary of Pioneer Capital Partners AS. The Board og Directors receives an annua
$\sim$
| 31.12.2016 | 31.12.2015 | |
|---|---|---|
| Trade Receivables | 582 | 807 |
| Other Receivables | 8992 | 9801 |
| Total Receivables | 9.574 | 10 607 |
No provisions have been made for loss in receivables
None of the receivables are due.
| 2016 | Share value in NOK | ||||
|---|---|---|---|---|---|
| Number of Ordinary Preference | Total | ||||
| shares | shares | shares | Share premium | ||
| At 31 December 2016 | 16 314 470 9 814 470 6 500 000 | 1548585441 | 1 564 899 911 |
The Company have two classes of shares, ordinary shares and preference shares. The face value per share for both ordinary and preference shares classes is NOK 1. Share premium for all shares issued in the period is of NOK 96 per share.
The differences between the share classes are differing voting rights and differing rights to the Company's profit. Besides voting rights, the difference between the Company's share classes is that the preference shares entail a preferential right to the Company's profit through a preferential right over ordinary shares to dividends. The regulations on voting rights and dividends are decided upon by the Shareholders' Meeting and can be found in the Articles of Association.
The Company's ordinary share confers one vote unlike the preference shares that confer one-tenth of a vote.
The Company's preference shares confer a preferential right over ordinary shares to an annual dividend of NOK 7.50 per preference share. Dividend payments are made quarterly with NOK 1.875 per preference share, if approved by the General Assembly. The preference share does not otherwise confer a right to dividend. If the general meeting decided not to pay dividends or to pay dividends that fall below NOK 1.875 per preference share during a quarter, the difference between paid dividends and NOK 1.875 per preference share shall be accumulated and adjusted upwards with an annual interest rate of 5 per cent until full dividends have been distributed. No dividends may be distributed to the ordinary shareholders until the preference shareholders have received full dividends including the withheld amount. Any difference between NOK 1.875 per preference share and the dividend paid per preference share is accumulated for each quarter.
Detailed information regarding dividends, issues and redemption can be found in the Company's Articles of Association, available in the prospectus at the Company's website.
| Top 10 shareholder 31.12.16 | Ord shares | Pref shars |
|---|---|---|
| Hospitality Invest AS | 39,87 % | 0,02% |
| HI Capital AS | 2.34% | 2.79 % |
| Eidissen Consult AS | 14,45 % | 4,22 % |
| Grafo AS | 14.45 % | 4.22 % |
| Klevenstern AS | 14,45 % | 4,39 % |
| Mecca Invest AS | 14.45 % | 4.39 % |
| Avanza Bank AB | $0.00\%$ | 10.13 % |
| Skandinaviska Enskilda bank AB | 0,00% | 9,43 % |
| J.P. Morgan bank Luxembourg SA | 0,00% | 4,24 % |
| Skandinaviska Enskilda bank AB | 0,00% | 3,55% |
| Other minority shareholders | $0.00 \%$ | 52,62 % |
| Total | 100 % | 100 % |
| Related party: | ||
| Pioneer Capital Partners | $0.00 \%$ | 2,54 % |
| Norlandia Care Group AS | $0.00 \%$ | 1.53% |
| Acea Properties AS | 0,00% | 0,56% |
| Northstar Properties AS | 0.00% | 0,29% |
$\tilde{Q}$
Properties are leased out on long term triple net contracts to solid pre-school operators (Espira, Norlandia Preschools, Kidsa Drift
and Norlandia förskolor) of which all have lease guarantees from Norlandia Care Group.
Future payments under non-cancellable operating leases are as follows in nominal amounts excluding CPI adjustments
| 31.12.2016 | |
|---|---|
| Within 1 year | 228 696 |
| Between 1 and 5 years | 961445 |
| After 5 years | 4 366 560 |
No material subsequent events have occurres since the end of the fourth quarter 2016
To the General Meeting of Pioneer Property Group ASA
We have audited the financial statements of Pioneer Property Group ASA. The financial statements comprise:
We conducted our audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company as required by laws and regulations, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Description of key audit matter
How the key audit matter was addressed in the audit
The Group's value of investment properties in the financial statements amounts to NOK 4 042 640 000 equivalent to 91,4% of the group's total assets. The valuation of the properties is performed by an external party, Newsec, and is described in note 12 to the financial statements. The amount and the complexity and judgement involved in the valuation, lead us to identify this as a risk area in our audit.
Our audit procedures included, among others, involving our internal valuation specialists to assist us in evaluating the assumptions and methodologies used by Newsec, in particular those relating to the discounted cash flow model and market based yield for the rental properties. We also focused on the adequacy of the Group's disclosures about those assumptions to which the outcome of the valuation is most sensitive, that is, those that have the most significant effect on the determination of the value of the properties. We have also evaluated Newsec's competence and independence in performing the valuation of the investment properties.
Pioneer Property Group ASA has issued one bond on the Oslo Stock Exchange in the amount of NOK 1 000 000 000 equivalent to 39,0% of total group liabilities. Due to the substantial amount, and the structure and terms of the bond agreement, this issue was deemed significant to our audit. The bond is described in note 9 to the financial statements.
Our audit procedures included, among others, a review of the bond agreement focusing on the limitations for the group, as well as our own calculations to ensure that all the covenants in the bond agreement were met, and that the classification were in accordance with IFRS requirements.
Management is responsible for the other information. The other information comprises the Board of Directors' report, statements on Corporate Governance and Corporate Social Responsibility, but does not include the financial statements and our auditor's report thereon.
Independent Auditor's Report 2016 Pioneer Property Group ASA - Page 2 of 5
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors and the Managing Director for the Financial Statements
The Board of Directors and the Managing Director (management) are responsible for the preparation and fair presentation of the financial statements of the parent company in accordance with Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and for the preparation and fair presentation of the financial statements of the group in accordance with International Financial Reporting Standards as adopted by the EU, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's and the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern. The financial statements of the parent company use the going concern basis of accounting insofar as it is not likely that the enterprise will cease operations. The financial statements of the group use the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing (ISAs), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit
We also provide the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's
report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Based on our audit of the financial statements as described above, it is our opinion that the information presented in the Board of Directors' report and statements on Corporate Governance and Corporate Social Responsibility concerning the financial statements, the going concern assumption, and the proposal for the allocation of the profit is consistent with the financial statements and complies with the law and regulations.
Based on our audit of the financial statements as described above, and control procedures we have considered necessary in accordance with the International Standard on Assurance Engagements (ISAE) 3000, Assurance Engagements Other than Audits or Reviews of Historical Financial Information, it is our opinion that management has fulfilled its duty to produce a proper and clearly set out registration and documentation of the company's accounting information in accordance with the law and bookkeeping standards and practices generally accepted in Norway.
Drammen, 20 March 2017 BDO AS
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Eli-Ann Murberg Casso State Authorised Public Accountant
Independent Auditor's Report 2016 Pioneer Property Group ASA - Page 5 of 5
BDO AS, a Norwegian Itability company, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the International BDO network of independent member firms. The Register of Business Enterprises: NO 993 606 650 VAT.
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