Annual Report • Apr 13, 2018
Annual Report
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31 December 2017
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Total revenue in 2017 were TNOK 255 706 and with a pre-tax profit of TNOK 324 716.
The Group had total assets of TNOK 4 873 532, where Investment Property was valued at TNOK 4 722 894 in addition to a cash balance of TNOK 138 815 and other receivables of TNOK 1 938. Total debt was TNOK 2 938 174 and with total equity of TNOK 1 935 358.
Towards the end of the year PPG commissioned a valuation report from Newsec, the value of the properties are adjusted for the revised valuations in the financial report with TNOK 198 325.
In 2017 PPG paid out quarterly dividend payments, and/or capital repayments, to its preference shareholders equivalent to NOK 1.875 per preference share per quarter, and the Group's ambitions is to continue to pay these dividends going forward as outlined in PPG's articles of Association.
During the year, the Group continued to expand its operations through acquisitions, and has continued to acquire new properties also in the start of the new year 2018.
Pioneer Property Group ASA (PPG) is a real estate group focusing on providing high-quality properties for governmentbacked care-services. The Group's current portfolio consists of 162 properties which are leased out on long-term triplenet contracts to leading kindergarten operators, including Norlandia Care Group, Espira and Touhula.
The Group's property portfolio is a result of the acquisition from several independent preschool operators, again driven by these companies' wish to free-up resources and capital to be able to provide the highest quality possible in their primary focus area – preschool operations. Pioneer Property's kindergartens have during the later years played an important role in the improvement of the Norwegian preschool market, through improved capacity, quality and costefficiency.
Going forward the Group's strategy is to expand its reach into care-services property with similar characteristics as the Norwegian kindergarten market - i.e. long term contracts with solid operators, again backed by government financing, or lease properties directly to municipalities looking for a solid private real estate partner. PPG's kindergartens are well located in central areas, including Stavanger, Bergen, Kristiansand, Gothenburg, Helsinki, and the greater Oslo area.
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 Group's headquarter in Rådhusgata 23, Oslo
In 2017, PPG acquired fourteen properties in Finland for a total property value of TEUR 34 500 with annual rental income of TEUR 2 300. The majority of the properties are leased out to the leading private pre-school operator Touhula on long triple-net contracts. The portfolio was partly financed with a loan from Danske Bank. In addition, PPG acquired some stand-alone properties from Norlandia Heath & Care Group ASA.
In the first quarter of 2018, PPG acquired an additional nine properties in Finland for a total property value of TEUR 25 700 with annual rental income of TEUR 1 600. The properties were acquired from Cor Group Oy and Cordis Oy. Eight of the properties are preschools, leased to operator Touhula, and one property is elderly care leased to operator Coronaria. The lease contracts are triple-net contracts with an average length to expiry of thirteen years plus five-year options.
The financial statements have been drawn up in accordance with International Standards for Financial Reporting (IFRS).
In accordance with the Accounting Act § 3-3, we confirm that the financial statements have been prepared under the assumption of going concern.
During 2017 total revenues were TNOK 255 706. Revenues consist of rental income from Investment Properties, which are all long-term lease contracts towards solid pre-school and health-care operators, with the primary income in Norway and Finland. Operating cost during the year was TNOK 29 129, where a majority of these costs were related to management fees, in addition to certain property-related expenses including accounting.
Towards the end of the year PPG commissioned a valuation report from Newsec, and the value of the properties are adjusted for the revised valuations in the financial report. As a result, the Group had a positive fair adjustment of property value of TNOK 198 325, which again had a major impact on reported profitability. Operating profit, after this value adjustment, was TNOK 424 474.
Net financial income for the year was TNOK -99 758 and included currency gains of TNOK 12 619 due to an appreciated euro during the year. Net profit for the Group in 2017 was therefore TNOK 250 506.
The Group had total assets of TNOK 4 873 532, where Investment Property was valued at TNOK 4 722 894 in addition to a cash balance of TNOK 138 815 and other receivables of TNOK 1 938. Total debt was TNOK 2938 174 and with total equity of TNOK 1935 358. Equity was increased from TNOK 1795 124 as of 31 December 2016 primarily due to the value adjustments of Investment Properties.
Total cash balance of TNOK 138 815 was down from TNOK 349 733 as of 31 December 2016. Underlying cash-flow from operations is strong, however cash was reduced during 2017 due to the acquisition of additional properties, primarily in the Finish market. In addition and extraordinary dividend of NOK 5 per ordinary share was paid out to the holders of ordinary shares, a total of TNOK 49 072.
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 2017, other than the acquisitions described above, which have had any material impact on the financial status of the Group.
During 2017 PPG have had no operating income. Operating cost was TNOK 2 680. Net financial income for the year was TNOK 82 286, where as TNOK 78 305 was received group contribution. Net profit for the Company was TNOK 60 500.
The Company has total assets of TNOK 1 587 783, where investments in subsidiaries was TNOK 1 384 979 and long term receivables on group companies was TNOK 89 757. Short term receivables on group companies was TNOK TNOK 78 305, equal group contribution, and cash balance was TNOK 34 355. Total debt was TNOK 32 131 and equity was TNOK 1 555 650. Equity was reduces with TNOK 49 510 from 31 December 2016, primarily because of dividends paid in 2017.
The cash balance of TNOK 34 355 was down from TNOK 185 921 as of 31 December 2016. Cash was reduces in 2017 due to payments of loans to group companies, and dividends paid in 2017.
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 women and 3 men
The Group's operations do not result in pollution of spillage harmful to the external environment.
The Group 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:
Oslo, 12 April 2018
Roger Adolfsen Leader Board of Directors
Even Carlsen Board member
Sandra Henriette Riise Board member
Nina Hjørdis Torp Høisæter Board memeber
Geir Hjort Board member
rvanar rvømmigen CEO
We confirm, to the best of our knowledge, that the set of financial statements for the financial year ending 31 December 2017 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 period and their impact on the set of financial statements, a description of the principal risks and uncertainties, and major related parties' transactions.
Oslo, 12 April 2018
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
Geir Hjort Board member
Nina Hjørdis Torp Høisæter Board memeber
Runar Rønningen CEO
| NOK thousand | Note | 2017 | 2016 Restated* |
|---|---|---|---|
| Income from rent | 218 | 255 531 | 217 548 |
| Other income | $\overline{2}$ | 175 | 193 |
| Total Income | 255 706 | 217741 | |
| Expenses related to property | 8 | ||
| Payroll expenses | 15 | 428 | 450 |
| Other operating expenses | 8 | 29 1 29 | 27 302 |
| Total Expenses | 29 557 | 27 752 | |
| Fair value adjustment on investment properties | 12 | 198 325 | 245 077 |
| Operating profit (EBIT) | 424 474 | 435 066 | |
| Interest income | 13 | 1767 | 2 707 |
| Interest expenses | 13 | 114 144 | 123891 |
| Other finance expenses | 13 | 24 672 | |
| Currency expenses | 13 | $-12619$ | 812 |
| Net Finance | $-99758$ | $-146668$ | |
| Profit/(loss) before tax | 324 716 | 288 397 | |
| Income taxes | $\overline{10}$ | 74 210 | 97 002 |
| Profit/(loss) for the period | 250 506 | 191 395 | |
| Other comprehensiv income | |||
| Items to be reclassified to P&L in subsequent periods: | |||
| Exchange differences, from foreign operations | 533 | ||
| Total comprehensiv income | 251 038 | 191 395 | |
| Total comprehensiv income | |||
| 251 038 | 191 395 | ||
| Shareholders of Pioneer Property Group ASA | |||
| Earnings per share (NOK) | |||
| Basic earnings per ordinary share | 6 | 20,611 | 14,534 |
*) 2016 Restated; Certain amount has been adjusted for the 2016 figures, se note 20 for which adjustments that have been made.
$\bar{\tau}$
Weighted avd ord shares
9 814 470 9 814 470
| NOK thousands | Note | 31.12.2017 | 31.12.2016 Restated *) |
|---|---|---|---|
| Assets | |||
| Investment property | 12 | 4722894 | 4 042 640 |
| Other investment | 8885 | ||
| Other non-current assets | 1 000 | 6492 | |
| Total non-current assets | 4732780 | 4 049 132 | |
| Trade and other receivables | 16 | 1938 | 9574 |
| Cash and cash equivalents | 7 | 138 815 | 349 733 |
| Total current assets | 140 752 | 359 307 | |
| Total assets | 4 873 532 | 4 4 0 8 4 3 9 | |
| Equity and liabilities | |||
| Share capital | 17 | 16 3 14 | 16 314 |
| Share premium | 17 | 1487326 | 1548585 |
| Retained earnings | 17 | 431717 | 230 224 |
| Total equity | 1935358 | 1795124 | |
| Borrowings | 9 | 2637759 | 2416177 |
| Deferred tax | 10 | 160 464 | 105 008 |
| Other non-current liabilities | 1 2 1 6 | 9339 | |
| Total non-current liabilites | 2799439 | 2 530 525 | |
| Borrowings | 9 | 69 490 | 38 391 |
| Current tax payable | 10 | 20 731 | 7891 |
| Other current liabilities | 48 515 | 36 508 | |
| Total current liabilities | 138 735 | 82790 | |
| Total liabilities | 2 938 174 | 2613315 | |
| Total equity and liabilities | 4 873 532 | 4 4 08 4 39 |
*) 2016 Restated; Certain amount has been adjusted for the 2016 figures, se note 20 for which adjustments that have been made.
Oslo, 12. April 2018 Board of Directors and Chief Executive Officer of Pioneer Property Group ASA
Roger Adolfsen Leader Board of Directors
Even Carlsen Board member
in andis v
Sandra Henriette Riise Board member
Nina Hjørdis Torp Høisæter Board memeber
Geir Hjort Board member
Runar Rønningen CEO
| Attributable to owners of the parent | ||||
|---|---|---|---|---|
| NOK thousands | Share capital | Share premium | Retained earnings |
Total Equity |
| Balance at 1 January 2016 | 16 3 14 | 585 201 | 36 110 | 1637625 |
| Other changes | 2719 | 2719 | ||
| Profit/(loss) for the period | 191 395 | 191 395 | ||
| Total comprehensive income for the period | 191 395 | 194 114 | ||
| Dividend | $-36616$ | $-36616$ | ||
| Transactions with owners | $-36616$ | $-36616$ | ||
| Balance at 31 December 2016 | 16 3 14 | 1548585 | 230 224 | 1795124 |
| Profit/(loss) for the period | 250 506 | 250 506 | ||
| Exchange differences from foreign operations | 533 | 533 | ||
| Other changes | -795 | $-795$ | ||
| Total comprehensive income for the period | 0 | 250 243 | 250 243 | |
| Dividend | $-61260$ | -48 750 | $-110010$ | |
| Transactions with owners | -61 260 | -48 750 | $-110010$ | |
| Balance at 31 December 2017 | 16 314 | 1 487 326 | 431 717 | 1935358 |
| NOK thousands | Note | 2017 | 2016 Restated* |
|---|---|---|---|
| Cash flows from operating activities: | |||
| Profit before income tax | 324 716 | 288 397 | |
| Adjustments for: | |||
| Fair value adjustments on investment property | 12 | -198 325 | $-245077$ |
| Interest net | 13 | 112 377 | 121 185 |
| Taxes paid | 10 | $-7891$ | $-7279$ |
| Profit/loss on sale of fixed assets | 70 | ||
| Changes in working capital: | |||
| Trade receivables | 16 | $-163$ | 225 |
| Trade payables | 12 007 | 2722 | |
| Other accruals | 523 | $-67655$ | |
| Cash generated from operations | 243 243 | 92 588 | |
| Interest paid | 13 | $-114144$ | $-123.891$ |
| Interest received | 13 | 1767 | 2707 |
| Net cash generated from operating activities | 130 866 | $-28597$ | |
| Cash flows from investing activities: | |||
| Proceeds from sale of properties | |||
| Purchase of subsidiaries / properties | 12 | -441 822 | $-368$ 185 |
| Purchase of net other assets | $-8885$ | ||
| Proceeds from sale of shares and bonds | -70 | ||
| Net cash used in investing activities | -450 707 | $-368255$ | |
| Cash flows from financing activities: | |||
| Proceeds from debt to financial institutions | 9 | 273913 | 1676 110 |
| Repayments of debt to financial institutions | 9 | $-67347$ | $-1088291$ |
| Dividends | 6 | $-97822$ | $-36563$ |
| Net cash from financing activities | 108743 | 551 256 | |
| Net change in cash and cash equivalents | $-211098$ | 154 404 | |
| Cash and cash equivalents at beginning of period | 7 | 349734 | 195 329 |
| Exchange gains/(losses) on cash and cash equivalents | 179 | ||
| Cash and cash equivalents at period end | 7 | 138 815 | 349734 |
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 I AS, Pioneer Public Properties II 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. In 2017 Pioneer Public Properties I AS and Pioneer Public Properties IV AS merged with PPPI as the acquiring company.
The consolidated annual financial statements covers the period from 1 January 2017 to 31 December 2017.
The consolidated financial statement are approved by the mother company's board 12. April 2018. And it will be published on Oslo Stock Exchange 12. April 2018
The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU. The 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.
Changes in the estimates may have a significant impact on the consolidated accounts in the periode the changes are made.
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.
Upon purchase of property management assess whether the purchase constitute purchase of a business or purchase of an asset in accordance with IFRS 3.
An acquisition of entities not comprising any business activities is viewed as a purchase of assets. The acquisition cost is allocated to the acquired assets and no deferred tax is calculated for temporary differences that arise at their initial recognition.
Acquisition related costs are capitalized with the asset.
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 2017. The most significant of this standards are as follows:
IFRS 9 Financial instruments 01.01.2018
IFRS 15 Revenue from contracts with customers 01.01.2018
IFRS 16 Leases 01.01.2019
These significant standards will not have material impact on the financial statement of the group.
IFRS 15 Revenue from Contracts with Customers introduces a five step model for revenue recognition, but it do not apply to lease income. As almost all revenues is rental income, IFRS 15 will not have material effect for the group.
Under IFRS 9 Financial Instruments the measurement of the group financial instruments will continue to be the same as under current standards. IFRS 9 introduces the expected loss model for receivables, as rent is prepaid this will not have significant effect for the group.
Lessor accounting will mostly be unaffected by IFRS 16 Leases. The number of contracts and amounts in contracts were the group is a lessee is limited, so the change in lessee acounting will not significantly effect the aroup.
There are no other IFRS or IFRIC interpretations vet effective expected to have material impact 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.
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 inccrued.
The group classifies its financial assets in the following category: Loans, other investment 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, other investment 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.
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 noncurrent 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.
The tax expense for the period comprises current and deferred tax. Tax is recognised
in the income statement, except when related to items recognised in other
comprehensive income or directly in equity. In such cases, the tax amount is also
recognised in other comprehensive income or directly in equity.
The current income tax charge is calculated on the basis of the tax laws enacted or
substantively enacted at the balance sheet date in the countries where the company
and its subsidiaries operate and generate taxable income. Management periodically
evaluates positions taken in tax returns with respect to situations in which applicable
tax regulation is subject to interpretation. It 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. 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 or loss.
Deferred income tax is determined using tax rates (and laws) that have
been enacted or substantively enacted by the balance sheet
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. . Management evaluates this reports on the basis of profitt or loss from each geographical segment.
The statement of cash flow has been prepared using the indirect method, and in accordance with IAS 34 a condensed statement is presented.
Revenue is recognised when it is probable that transactions will generate future economic benefits that will flow to the company and the amount can be reliably estimated. Revenues are presented net of value added tax and discounts.
Rental income from investment properties (after deducting the total costs relating to tenant incentives) is recognised as revenue on a straight line basis over the term of the lease.
The Group's presentation currency is NOK. This is also the parent company's functional currency. The statement of financial position figures of entities with a different functional currency are translated at the exchange rate prevailing at the end of the reporting period for balance sheet items, including goodwill, and the exchange rate at the date of the transaction for profit and loss items. The monthly average exchange rates are used as an approximation of the transaction exchange rate. Exchange differences are recognised in other comprehensive income ("OCI").
Translation differences occur in connection with currency differences on consolidation of foreign entities. Currency differences on monetary items (debt or receivables) that is a part of the company's net investment in one foreign entity is also included as translation differences.
Upon disposal of foreign device, reverses and Accumulated translation differences are recognized in the income statement device for the same period as the gain or loss at the disposal is accounted for.
According to IAS 8.42 the entity must correct all material prior period errors retrospectively in the first set of financial statement authorised for issue after discovery of the errors. Restating the comparative amounts for the prior period(s) are presented in which the error occurred. Se note 20
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 2017 the result after tax would be +/- TNOK 27 000, 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 2017: 3,0 %
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.
| Exposure to credit risk at the end of the period: | 31.12.2017 | 31.12.2016 |
|---|---|---|
| Accounts receivable | 745 | 583 |
| Other Short term receivable | 1 1 9 2 | 8991 |
| Cash balance | 138 815 | 349 733 |
| Total exposure | 140 752 | 359 307 |
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
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:
| unasailet ol illialialet limaliletaa as eila alia al eila hallaal | 31.12.2017 | |||||
|---|---|---|---|---|---|---|
| $<$ 3 mnths | $3m-1y$ | 1v-2v | $2v-5v$ | >5ν | Total | |
| Borrowings (bank) | 17 313 | 52 177 | 70 142 | 908 036 | 669 172 | 1716840 |
| Interest on borrowings (bank) | 13 257 | 39 0 82 | 50 117 | 119 181 | 177 053 | 398 691 |
| Bond loans | ÷ | ÷ | 24 | 1 000 000 | ÷ | 1 000 000 |
| Interest on bond loans | 15 600 | 46 800 | 62400 | 85 800 | 210 600 | |
| Other liabilities | 48 5 15 | 1 2 1 6 | 49 730 |
| 31.12.2016 | ||||||
|---|---|---|---|---|---|---|
| $<$ 3 mnths | $3m-1v$ | $1v-2v$ | $2v-5v$ | >5ν | Total | |
| Borrowings (bank) | 9724 | 28 667 | 64 932 | 721 045 | 642 531 | 466 900 |
| Interest on borrowings (bank) | 13418 | 36 262 | 46710 | 149 695 | 177 907 | 423 992 |
| Bond loans | ÷ | × | œ. | 000 000 | 1 000 000 | |
| Interest on bond loans | 16 000 | 48 000 | 64 000 | 152 000 | 280 000 | |
| Other liabilities | 45848 | i al | ×. | 45 848 |
See note 16 for ageing of the receivables.
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 consider EUR as a significant currency.
Sensitivity for changes in currency rate EUR:
| Value in NOK | ||||||
|---|---|---|---|---|---|---|
| EUR demoni | 31.12.2017 | $-5.00%$ | $-2.50%$ | 0.00% | 2.50% | 5,00% |
| Loans, EUR | 36,5 | 341,2 | 350,2 | 359,2 | 368,1 | 377,1 |
| Cash, EUR | 0,6 | 5.8 | 6.0 | 6,1 | 6,3 | 6,4 |
| Investment P | 60,7 | 567.0 | 582.0 | 596.9 | 611,8 | 626,7 |
| EUR demoninated | Net profit/loss from EUR/NOK sensitivities | |||||
| Loans, EUR | 36,5 | $-341.2$ | $-350.2$ | $-359,2$ | $-368,1$ | $-377,1$ |
| Cash, EUR | 0,6 | 5,8 | 6.0 | 6.1 | 6,3 | 6.4 |
| Investment P | 60,7 | 567,0 | 582,0 | 596,9 | 611,8 | 626,7 |
| Net impact, NOK | 231,6 | 237,8 | 243,8 | 250,0 | 256,0 | |
Exposure to other currencies is immaterial.
| Gearing ratio at the end of the period | 31.12.2017 | 31.12.2016 |
|---|---|---|
| Total borrowings | 2 707 249 | 2 454 569 |
| Less: Cash and cash equivalents | 138 815 | 349 733 |
| Net debt | 2 568 434 | 2 104 835 |
| Total equity | 1935358 | 1795124 |
| Total capital | 4 503 792 | 3899959 |
| Gearing ratio | 57% | 54 % |
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 nine customers: Norlandia Barnehagene, Kidsa Barnehager, Espira Barnehagene, Suomen Tenava Päiväkodit, Norlandia Förskolor, Coronaria, Esperi Care, Touhula and Casparssons Vårdhem.
Management evaluates this reports on the basis of profitt or loss from each geographical segment.
| NOK thousand | Norway | Sweden | Finland | Group |
|---|---|---|---|---|
| Income from rent | 226 232 | 2961 | 26 338 | 255 531 |
| Other income | 56 | ۰ | 119 | 175 |
| Total Income | 226 288 | 2961 | 26 457 | 255 706 |
| Payroll expenses | 428 | ۳ | 428 | |
| Other operating expenses | 22 165 | 330 | 6 6 3 4 | 29 1 29 |
| Total Expenses | 22 593 | 330 | 6634 | 29 557 |
| Fair value adjustment on investment properties | 225 808 | $-1298$ | $-26185$ | 198 325 |
| Operating profit (EBIT) | 429 503 | 1 3 3 3 | $-6362$ | 424 474 |
| Finance income | 1766 | œ | 1 | 1767 |
| Finance expenses | 107 969 | 1028 | 5 1 4 7 | 114 144 |
| Currency | 354 | -400 | $-12573$ | $-12619$ |
| Net Finance | $-106557$ | $-628$ | 7 427 | -99 758 |
| Profit/(loss) before tax | 322 946 | 705 | 1065 | 324 716 |
| Income taxes | 73 785 | 169 | 256 | 74 210 |
| Profit/(loss) for the period | 249 160 | 536 | 810 | 250 506 |
| NOK thousands | Norway | Sweden | Finland | Group |
|---|---|---|---|---|
| Assets | ||||
| Investment property | 4 079 000 | 47 000 | 596 894 | 4722894 |
| Other investment | 0 | 8885 | 8885 | |
| Other non-current assets | 1 000 | 1 000 | ||
| Total non-current assets | 4 080 000 | 47 000 | 605780 | 4732780 |
| Trade and other receivables | 1567 | 21 | 350 | 1938 |
| Cash and cash equivalents | 130 920 | 1752 | 6 143 | 138 815 |
| Total current assets | 132 487 | 1772 | 6493 | 140 752 |
| Total assets | 4 212 487 | 48772 | 612 272 | 4873532 |
| NOK thousands | Norway | Sweden | Finland | Group |
|---|---|---|---|---|
| Equity and liabilities | ||||
| Share capital | 16 315 | 16 315 | ||
| Share premium | 1487326 | 1487326 | ||
| Retained earnings | 146 004 | 37 4 34 | 248 280 | 431718 |
| Total equity | 1649644 | 37 434 | 248 280 | 1935 358 |
| Borrowings | 2 276 682 | 8914 | 352 163 | 2637759 |
| Deferred tax | 158 220 | 191 | 2052 | 160 464 |
| Other non-current liabilities | 631 | 584 | 1 216 | |
| Total non-current liabilites | 2 435 533 | 9690 | 354 216 | 2799439 |
| Borrowings | 61806 | 731 | 6953 | 69 490 |
| Current tax payable | 20731 | 0 | 0 | 20731 |
| Other current liabilities | 44 772 | 918 | 2824 | 48515 |
| Total current liabilities | 127 310 | 1649 | 9777 | 138 735 |
| Total liabilities | 2 562 843 | 11 339 | 363 992 | 2938174 |
| Total equity and liabilities | 4 212 487 | 48773 | 612 272 | 4873532 |
| NOK thousand | Norway | Sweden | Finland | Group |
|---|---|---|---|---|
| Income from rent | 212785 | 1 2 0 8 | 3554 | 217 548 |
| Other income | 193 | ÷ | 193 | |
| Total Income | 212 978 | 1 208 | 3554 | 217 741 |
| 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 | 262 230 | $-10230$ | -6923 | 245 077 |
| Operating profit (EBIT) | 450 216 | $-9252$ | -5898 | 435 066 |
| Finance income | 995 | 99) | 1712 | 2707 |
| Finance expenses | 122 326 | 223 | 1 3 4 2 | 123 891 |
| Other finance expenses | 24 672 | 24 672 | ||
| Currency expenses | 1613 | 157 | -959 | 812 |
| Net Finance | -147 617 | -381 | 1 3 2 9 | $-146668$ |
| Profit/(loss) before tax | 302 599 | $-9633$ | -4 569 | 288 397 |
| Income taxes | 100 552 | $-2408$ | $-1142$ | 97 002 |
| Profit/(loss) for the period | 202 046 | $-7225$ | $-3426$ | 191 395 |
| NOK thousands | Norway | Sweden | Finland | Group |
|---|---|---|---|---|
| Assets | ||||
| Investment property | 3771550 | 46 000 | 225 090 | 4 042 640 |
| Other investment | 0 | |||
| Other non-current assets | 6492 | 6492 | ||
| Total non-current assets | 3778042 | 46 000 | 225 090 | 4 049 132 |
| Trade and other receivables | 9471 | 21 | 82 | 9574 |
| Cash and cash equivalents | 346 838 | 1907 | 989 | 349 733 |
| Total current assets | 356 309 | 1928 | 1 0 7 1 | 359 307 |
| Total assets | 4 134 350 | 47928 | 226 161 | 4 4 08 4 39 |
| Equity and liabilities | ||||
| Share capital | 16 3 14 | 16 3 14 | ||
| Share premium | 1 548 585 | 1 548 585 | ||
| Retained earnings | 103 248 | 36 968 | 90 008 | 230 224 |
| Total equity | 1668148 | 36 968 | 90 008 | 1795124 |
| 9 1 7 8 | ||||
| Borrowings | 2 277 254 104 722 |
129 745 244 |
2 4 1 6 1 7 7 105 008 |
|
| Deferred tax | 9 1 7 8 | 43 161 |
9 3 3 9 | |
| Other non-current liabilities | 2 391 154 | 9 3 8 1 | 129 989 | 2 530 525 |
| Total non-current liabilites | ||||
| Borrowings | 32 203 | 731 | 5458 | 38 391 |
| Current tax payable | 7891 | 7891 | ||
| Other current liabilities | 34 954 | 848 | 706 | 36 508 |
| Total current liabilities | 75 048 | 1579 | 6 1 6 4 | 82790 |
| Total liabilities | 2 466 202 | 10 960 | 136 153 | 2613315 |
| Total equity and liabilities | 4 134 350 | 47928 | 226 161 | 4 408 439 |
$\sim$
The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom 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.
The fair value of investment properties is assessed quarterly by management. The Investements Properties are on a regular basis 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 5,50%. 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 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 5,50%, and a number of individual factors for each property were appied to assess the individual yield for the respective property/location.
The average gross yield for the investement property portfolio is 5,78 %. Refer to note 12 for sensitivities.
The valuation report is commissioned from a well know and reputable company, and for 2017 a valuation report was commissioned from Newsec.
The Group has no contingent liabilities nor commitments at 31 December 2017.
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 preference shares is deducted from comprehensive income for the period. The earnings per ordinary share is the remaining comprehensive income deducted the preference share dividend divided by the weighted average number of shares in issue during the period.
(All figures in NOK:)
| Calculation of earnings per share for the period | 31.12.2017 | $-31.12.2016$ |
|---|---|---|
| Net profit | 250 505 631 | 191 395 067 |
| Less pref share dividends | -48 750 000 | -48 750 000 |
| Profit attributable to ord shares | 201 755 631 | 142 645 067 |
| Weighted avg ord shares | 9 814 470 | 9 814 470 |
| EPS to ord shares | 20.56 | 14,53 |
b) Diluted
As per 31 December 2017 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.
In the second quarter there has been paid out totally TNOK 49 072 in additional divides to the ordinary shareholders. This is done by repaying some of the share premium.
| Cash and cash equivalents | 31.12.2017 | 31.12.2016 |
|---|---|---|
| Bank deposits | 138 815 | 349733 |
| Total | 138 815 | 349 733 |
There are no restricted funds at the end of the period.
| 31.12.2017 | 31.12.2016 |
|---|---|
| 15 007 | 11861 |
| 11863 | 13423 |
| 1985 | 1411 |
| 274 | 607 |
| 29 1 29 | 27 302 |
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 2017
| NOK thousand | 31.12.2017 | 31.12.2016 |
|---|---|---|
| Non-current | ||
| Commercial bank loans | 876 657 | 659 395 |
| Husbank loans (state bank) | 770 693 | 769 113 |
| Bonds in Pioneer Public Properties AS | 990 409 | 987 669 |
| Total | 2637759 | 2 416 177 |
| NOK thousand | 31.12.2017 | 31.12.2016 |
| Current | ||
| Commercial bank loans | 36 479 | 7 356 |
| Husbank loans (state bank) | 33 011 | 31 036 |
| Bonds in Pioneer Public Properties AS | 0 | 0 |
| Total | 69 490 | 38 391 |
| NOK thousand | 31.12.2017 | 31.12.2016 |
| Total non-current and current | ||
| Commercial bank loans | 913 136 | 666751 |
| Husbank loans (state bank) | 803704 | 800 149 |
| Bonds in Pioneer Public Properties AS | 990 409 | 987 669 |
| Total | 2707249 | 2 454 569 |
See note 2 for the maturity of financial liabilities at the end of the period.
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 2017 TNOK 1 395 000 are on a fixed rate. The remaining TNOK 1 332 000 are on floating rates.
Pioneer Public Property (ticker PPU01) at Oslo Børs amounting to TNOK 1 000 000 with maturity Mai 2021. The bond is a senior secured callable bond with voluntary redemption at specified premiums up until maturity.
Summary of bond loans:
| Book value | Marked value | Coupon | Term | |
|---|---|---|---|---|
| Bonds | 31.12.2017 | 31.12.2017 | ||
| PPP | 000 000 | 1 000 000 | NIBOR + 5,25 % | 2016/2021 |
| Transaction costs | -13 701 | |||
| Amortization | 4 1 1 0 | |||
| Total bond | 990 409 | 000 000 | ||
| Whereof current |
| Book value | Marked value | Coupon | Term | |
|---|---|---|---|---|
| Bonds | 31.12.2016 | 31.12.2016 | ||
| PPP | 1 000 000 | 1 047 500 | NIBOR + 5,25 % | 2016/2021 |
| Transaction costs | $-13701$ | |||
| Amortization | 1 3 7 0 | |||
| Total bond | 987 669 | 1 047 500 | ||
| Whereof current |
In the Bond agreement entere into are there limitations on the borrower (PPP):
The Group have to maintain an Equity of minimum 25 per cent on a consolidated basis
The Group maintains Cash and Cash Equivalents of minimum TNOK 75 000 on a consolidated basis
Make sure that the ratio between Unsecured Debt to total Financial Indebtedness of the Group shall not fall below 30 per cent
The recognised value of assets pledged as security for bank borrowings as per 31 December 2017
| 31.12.2017 | 31.12.2016 | |
|---|---|---|
| Investment property | 4 722 894 | 4 042 640 |
| Total pledged assets | 4 722 894 | 4 042 640 |
| Non-current | Current | ||
|---|---|---|---|
| borrowings | borrowings | Total | |
| At 1 January 2017 | 2416177 | 38 391 | 2 454 568 |
| Cash flows | 244 957 | -38 391 | 206 566 |
| Non-cash: | |||
| Effects of foreign exchange | 43 375 | 43 375 | |
| Amortization | 2740 | 2740 | |
| Borrowing classified as non-current at 31 | |||
| December 2016 becoming current during | |||
| 2017 | -69 490 | 69 490 | |
| At 31 December 2017 | 2637759 | 69 490 | 2 707 249 |
| At 1 January 2016 | 1 698 190 | 86 793 | 1784983 |
| Cash flows | 768 709 | -86 793 | 681916 |
| Non-cash: | |||
| Effects of foreign exchange | |||
| Amortization/transactions cost | $-12331$ | ||
| Borrowing classified as non-current at 31 | |||
| December 2015 becoming current during | |||
| 2016 | $-38391$ | 38 391 | |
| At 31 December 2016 | 2 416 177 | 38 391 | 2 454 568 |
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 third quarter to date 31 December 2017 income tax expense is 24 %.
$\bar{\sigma}$
| Investment | |||
|---|---|---|---|
| Change in deferred tax liabilities | property | Other items | Total |
| 01.01.2016 | 609 975 | 4 3 6 0 | 614 336 |
| Deferred tax on aquisition of assets | 40 140 | 40 140 | |
| Recognized deferred tax | 69 534 | -872 | 68 662 |
| Effect on changed tax rate | $-27180$ | $-140$ | $-27320$ |
| 31.12.2016 | 692 468 | 3 3 4 9 | 695 817 |
| Deferred tax on aquisition of assets | 9 0 7 1 | 9 0 7 1 | |
| Recognized deferred tax | 63 578 | $-672$ | 62905 |
| Effect on changed tax rate | $-31502$ | $-112$ | $-31613$ |
| 31.12.2017 | 733 615 | 2565 | 736 180 |
| 2017 | 2016 | |||
|---|---|---|---|---|
| 01.01. | 590 809 | 601 596 | ||
| Change related to acquisitions | 11 651 | 40 140 | ||
| Used IRE | $-2220$ | $-27983$ | ||
| Effect of changed tax rate | $-24525$ | $-22945$ | ||
| 31.12. | 575716 | 590 809 | ||
| Net recognised deferred tax liabilities | 160 464 | 105 008 | ||
| Current income tax liabilities | 2017 | 2016 | ||
| Current income tax | 20731 | 7891 | ||
| Total current income tax liabilities | 20731 | 7891 | ||
| Income tax expence | 2017 | 2016 | ||
| Tax payable | 20731 | 7891 | ||
| Change in deferred tax | $-1977$ | |||
| Other changes | 55 456 | 89 111 | ||
| Income tax expence | 74 210 | 97 002 | ||
| Profit before income tax Tax expense based on standard rate of Norwegian $(24\%/25\%)$ |
324 716 77932 |
288 397 72 099 |
||
| Adjustments for: | ||||
| Changes in tax rate (from 25% to 24%) | $-6977$ | $-4375$ | ||
| Changes in temporary differences not included in the calculation of deferred tax | 2 2 2 0 | 27 983 | ||
| Other differences | 1035 | 1 2 9 5 | ||
| Income tax expense for the period | 74 210 | 97 002 | ||
| Estimated effective tax rate for the period | 23% | 34% | ||
| Current income tax liabilities | 2017 | 2016 | ||
| Current income tax | 20731 | 7891 | ||
| Total current income tax liabilities | 20731 | 7891 |
In 2017 the Group bought two real estate companies in Norway and eighteen real estates in Finland. Pioneer Public Properties I AS (PPPI) and Pioneer Public Properties IV AS (PPPIV) merged with PPPI as the acquiring
company.
Four subsidiaries of PPPI AS has also merged and 2 companies has been dissolved.
The Group consists of the following subsidiaries per 31 December 2017:
| Company | Location | Percent of |
|---|---|---|
| Name | stock | |
| Pioneer Public Properties AS | Norway | 100 % |
| Pioneer Public Properties I AS | Norway | 100 % |
| Nord Barnehager Eiendom AS | Norway | 100 % |
| Kidsa Bygg AS | Norway | 100 % |
| Kidsa Eiendom AS | Norway | 100 % |
| Kidsa Eiendom II AS | Norway | 100 % |
| Stor Oslo Barnehager Eiendom 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 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 % |
| Vardefjellet Barnehageeiendom AS | Norway | 100 % |
| Neskollen Barnehageeiendom 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 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 Tenavakoti | Finland | 100 % |
| Kiinteistö OY Lohjan Tenavakoti | Finland | 100 % |
| Kiinteistö Espoo Palolammentie OY | Finland | 100 % |
| Kiinteistö Hyvinkään Pavinmäenkatu OY | Finland | 100 % |
| Kiinteistö Keravan Kurkela OY | Finland | 100 % |
| Kiinteistö Bromkuja Kirkkonummi OY | Finland | 100 % |
| Päiväkotikiinteistö Klaukkala Pikkutikankuja OY | Finland | 100 % |
| Päiväkoti Aapraminkaari Vantaa OY | Finland | 100 % |
| Päiväkotikiinteistö Vihti Nummela OY | Finland | 100 % |
| Päiväkotikiinteistö Touhula Karistonkatu Lahti OY | Finland | 100 % |
| Kiinteistö Oy Oulunsalon Tetrilänkulma | Finland | 100 % |
| Kiinteistö OY Touhula Ritaharju | Finland | 100 % |
| Kiinteistö Oy Ulvilan Hanhikkitie 1 | Finland | 100 % |
| Kiinteistö Kangasala Ilkontie OY | Finland | 100 % |
| Päiväkoti Ylöjärvi Rimpitie OY | Finland | 100 % |
| Kiinteistö Oy Ylöjärven Pisaratie 4 | Finland | 100 % |
| Kiinteistö Oy Hyvinkään Kirvesmiehenkatu 12 | Finland | 100 % |
| Casparssons Fastighetsbolag AB | Sweden | 100 % |
| Västeråsfjärdens fastighetsbolag AB | Sweden | 100% |
| Kiinteistö Oy Hyvinkään Kirvesmiehenkatu 12 | IFinland | 100 % |
|---|---|---|
| Kiinteistö Oy Ulvilan Hanhikkitie 1 | IFinland | 100 %I |
| Vardefjellet Barnehageeiendom AS | INorway | 100 %I |
| INeskollen Barnehageeiendom AS | INorwav | 100 %I |
In 2017 the Group acquired four companies from associated company Norlandia Health & Care Group AS. As these
acquisitions were done from related parties the acquisitions were closely monitored and deemed as an acquisition acquisitions were Norwegian.
Kiinteistö Oy Hyvinkään Kirvesmiehenkatu 12 and Neskollen Barnehageeindom AS were acquired in the third quarter 2017, where Neskollen Barnehageeiendom AS was acquired for an equity value of TNOK 20 400, which included existing debt to Husbanken of TNOK 19 300.
Kiinteistö Oy Ulvilan Hanhikkitie 1 and Vardefjellet Barnehageeiendom AS were acquired in the first quarter 2017, where Vardefjellet Barnehageeiendom AS was acquired for an equity value of TNOK 21 100, which included existing debt to Husbanken of TNOK 20 800.
As of 31 December 2017, the Group's property portfolio comprised of 153 properties, whereof the large majority are preschools. During the start of 2018 the Company has acquired an additional nine properties in Finland, bringing the current total, as of April 2018, to 162 properties. Roughly 80% of the properties, based on property value, are located in Norway with the two largest regions being the Greater Oslo Area and Bergen, and 20% are located in Finland. See the Company's web site for an updated map with the location of all the Group's properties.
The Group rents out the investment properties on long term triple net contracts to three main operators: Espira, Norlandia and Touhula, in addition to certain smaller lease contracts. All the lease agreements are 100% cpi-adjusted annually, and are on a triple-net basis where the operator has the main responsibility for annual maintenance, insurance, and other directly related property costs including tax. For certain of the properties leased to Espira Pioneer is responsible for certain minor real-estate related costs. On average there are 15 years remaining on the lease agreements.
The investment properties are valued in accordance with the fair value method and all have been valued in accordance with valuation Level 3. 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 - however basing their final valuation on an individual vield construction. The report is an update of the valuation report Newsec prepared in conjunction with vear-end 2016 report. As inputs for their valuation. Newsec have applied the following input factors:
Contractual rent levels. For the total group property portfolio the total annual run-rate applied in the valuations was TNOK 273 000.
Locations. Technical reports Site visits Available information regarding the operators Management discussions
The absolute prime-yield used as a benchmark of individual yield assumptions in Newsec's analysis was 5.00%, adjusted down from 5.25% year-end 2016, and a number of individual factors for each property were applied to assess the individual yield for the respective property/location, such as
Located in a municipality with population growth or not The municipality's kindergarten coverage (percent age of children with a day care place) Area per child at maximum capacity Play area per child at maximum capacity Outside area per child at maximum capacity Lease hold/free hold Condition of the building
In summary, Newsec valued the total Group's portfolio as of 31 December 2017 to TNOK 4 722 894, an increase from TNOK 4 042 640 as of year-end 2016. The majority of the increase is due to new net ivestments, hereunder property acquisitions, of tNOK 450 000, and part of the increase is due to the annual CPI-adjustment of existing rental income, approx 3% for 2017. The remaining increase is due to Newsec's market view of marginally increased market valuations, and a slight reduction of their applied absolute prime-yield from 5.25% to 5.00%.
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 236 million.
If yield is changed by 1 per cent the book value of the properties change with TNOK -690 000, and with -0,5 TNOK 442 000.
If the rent changed by +/- 5 per cent value of the properties change with TNOK 236 000
| Yield sensitivity | |||||
|---|---|---|---|---|---|
| $-0.5%$ | 0.0% | 1,0% | |||
| $-5%$ | 4 928 600,0 | 4 486 700,0 | 3796700,0 | ||
| NOI sensitivity | 0% | 5 164 800,0 | 4 722 900,0 | 4 032 800,0 | |
| 5 % | 5 400 900,0 | 4 959 000.0 | 4 268 900,0 |
| Norway | Sweeden | Finland | Properties | |
|---|---|---|---|---|
| Fair value in the beginning of the year | 3771550 | 46 000 | 225 090 | 4 042 640 |
| Addition: | ||||
| -Investment in subsidiaries /properties | 81 642 | 368 097 | 449 739 | |
| Effekt of currency exchange differences i foreign operations | 2 2 9 8 | 29 893 | 32 191 | |
| Fair value adjustments on investment properies | 225 808 | $-1298$ | $-26185$ | 198 325 |
| Fair value in the end of the year | 4 079 000 | 47 000 | 596 895 | 4722894 |
| Net change in unrealized gain | 225 808 | $-1298$ | $-26,185$ | 198 325 |
| Norway | Sweeden | Finland | Properties | |
|---|---|---|---|---|
| Fair value in the beginning of the year | 3 4 1 3 1 7 4 | 3 4 1 3 1 7 4 | ||
| Addition: | ||||
| -Investment in subsidiaries / properties | 110 877 | 45 650 | 226 652 | 383 178 |
| Effekt of currency exchange differences i foreign operations | 861 | 350 | 1 2 1 0 | |
| Fair value adjustments on investment properies | 247 499 | $-510$ | $-1911$ | 245 077 |
| Fair value in the end of the year | 3771550 | 46 000 | 225 090 | 4 042 640 |
| Net change in unrealized gain | 247 499 | $-510$ | $-1911$ | 245 077 |
| 2017 | 2016 | |||
| Investment property classified as held for sale | NOK 0 | NOK 0 | ||
| Investment property held under finance leases | NOK 0 | NOK 0 |
| NOK thousands | 2017 | 2016 |
|---|---|---|
| Interest income | 1767 | 2707 |
| Currency | $-12619$ | 812 |
| Other finance expenses | 24 672 | |
| Interest expense | 114 144 | 123891 |
| Net financial items | 99 758 | 146 668 |
$\mathcal{L}$
| Related party | Relation to the Group |
|---|---|
| Roger Adolfsen | Chairman of the Board and owner of Mecca Invest AS |
| Sandra Henriette Riise | Board member |
| Geir Hjort | Board member |
| Even Carlsen | Board member and owner of Grafo AS |
| Nina Hjørdis Torp Høisæter | Board member |
| Runar Rønningen | CEO Pioneer Capital Partners AS |
| Pioneer Management AS | 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 |
| 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 | 3 003 776 | 173 433 |
| Even Carlsen | 1 773 386 | 340 424 |
| Runar Rønningen | 59 650 |
| Transactions with related parties | 2017 | 2016 |
|---|---|---|
| Rent revenue from Norlandia Care Group AS including subsidiaries | 70 550 | 59 380 |
| Rent revenue from Kidsa Drift including subsidiaries | 40881 | 39 099 |
| Management fee to Pioneer Capital Partners AS including subsidiaries | 15 007 | 11861 |
| Purchase of shares and properties from related parties (refer to note 11) | 90 981 | 100 127 |
| Receivables from related parties | 31.12.2017 | 31.12.2016 |
|---|---|---|
| Kidsa Barnehager AS | 29 535 |
Other transactions made between the related parties are made on terms equivalent to those that prevail in the market at arms length.
The company/group 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 annual compensation based on the total number of board-meetings during the year.
As of 31.12.17 the accrued compensation for the board members totals TNOK 450.
| 31.12.2017 | 31.12.2016 | |
|---|---|---|
| Trade Receivables | 745 | 583 |
| Other Receivables | 1 192 | 8 991 |
| Total Receivables | 1.938 | 9.574 |
No provisions have been made for loss in receivables None of the receivables are due.
Ageing of receivables
$\bar{\bar{z}}$
| A MONTMONTO CONTRADIO C | between 30 | and 60 days more than 60 | ||
|---|---|---|---|---|
| Total | Not due | overdue days overdue | ||
| Trade Receivables | 745 | 745 | ||
| Other Receivables | 1 192 | 1 192 | ||
| As per 31.12.2017 | 1938 | 1938 | ۰ |
| 2017 | Share value in NOK | ||||
|---|---|---|---|---|---|
| Number of Cordinary Preference | Total | ||||
| shares | shares | shares | Share premium | ||
| At 31 December 2017 | 16 314 470 9 814 470 6 500 000 | 1 487 325 615 1 503 640 085 |
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 31.12.17 | Ord shares | Pref shars |
|---|---|---|
| Hospitality Invest AS | 32,62 % | 0,00% |
| HI Capital AS | 2,34 % | 0,00% |
| Eidissen Consult AS | 18,07 % | 11,98 % |
| Grafo AS | 18,07 % | 5,02 % |
| Klevenstern AS | 14,45 % | 1.63% |
| Mecca Invest AS | 14,45 % | 1,78 % |
| Avanza Bank AB | 0,00% | 9,87% |
| Skandinaviska Enskilda bank AB | 0,00% | 7,72% |
| J.P. Morgan bank Luxembourg SA | 0,00% | 3,50 % |
| J.P. Morgan bank Luxembourg SA | 0,00% | 3.19% |
| Other minority shareholders | 0,00% | 55,31 % |
| Total | 100 % | 100 % |
| Related party: | ||
| Norlandia Care Group AS | 0,00% | 1,45 % |
| Acea Properties AS | 0,00% | 0,56% |
| Northstar Properties AS | 0,00% | 0,29% |
| 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% |
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
| 31.12.2017 31.12.2016 | ||
|---|---|---|
| Within 1 year | 273307 | 228 696 |
| Between 1 and 5 years | 1 148 992 | 961 445 |
| After 5 years | 3 304 107 | 3 072 581 |
| Total | 4 726 405 4 262 722 |
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. There is no variable rent.
In the second quarter 2018 Pioneer Public Properties AS (PPP) has sold 2% of the shares in, Pioneer Public Properties V AS (PPPV) and in 2018 the group owns 98% of PPPV.
In the first quarter 2018 the group bought 9 real estates in Finland, for the purchase price of TEUR 26 300
i.
In the preparation of the 2017 reports, as previously described in the Company's 2017 quarterly reports, PPG has also identified certain corrections to the 2016 figures. The corrections are not significant and adjustments have now been made for the full year 2016. The corrections are: Fair value adjustment of investment properties has increased by TNOK 2 685 from TNOK 242 392 to TNOK 245 077, and profit before tax has increased correspondingly from TNOK 285 712 to TNOK 288 397. Income taxes has increased by TNOK 44 857 from TNOK 52 145 to TNOK 97 002. Profit and loss after taxes has been reduced with TNOK 42 172 from TNOK 233 567 to TNOK 191 395. Deferred tax has increased from TNOK 60 097 to TNOK 105 008. Loanes to other companies has been reduced from TNOK 21 214 to TNOK 6 492 As an result of this changes the retained earnings has been reduced from TNOK 289 856 to TNOK 230 224.
Impact on statement of profit or loss (increase/decrease) in profit:
| 31 December 2016 | |
|---|---|
| Fair value adjustment on investment properties | 2685 |
| Income taxes | -44 857 |
| Net impact on profit for the year. | $-42172$ |
| Earnings per share (NOK) | |
| Basic earnings per ordinary share | $-4,30$ |
| Impact on equity (increase/decrease in equity): | |
| 31 December 2016 | |
| Deferred tax | $-44911$ |
| Current tax payable | |
| Loans other companies | $-14722$ |
| Net impact on equity: | $-59633$ |
Organization number. 914839327
| Note | 2017 | 2016 | |
|---|---|---|---|
| OPERATING REVENUE AND EXPENCES | |||
| Operating revenue | |||
| Total operating revenue | 0 | 0 | |
| Operating expenses | |||
| Employee benefits expense | 1 | 427 875 | 450 000 |
| Other operating expenses | $\mathbf{1}$ | 2 2 5 2 6 9 3 | 1760215 |
| Total operating expenses | 2680568 | 2 2 10 2 15 | |
| OPERATING PROFIT OR LOSS | (2680568) | (2210215) | |
| FINANCIAL INCOME AND EXPENSES | |||
| Financial income | |||
| Income from subsidiaries | 4 | 78 305 221 3 011 413 |
24 665 137 6 5 65 9 23 |
| Interest recieved from group companies Other interests |
970 813 | 1 781 754 | |
| Total financial income | 82 287 446 | 33 012 814 | |
| Financial expenses | |||
| Other interests | 1 1 1 2 | 3 352 004 | |
| Other financial expense | 77 | 380 | |
| Total financial expenses | 1 189 | 3 352 384 | |
| NET FINANCIAL INCOME AND EXPENCES | 82 286 257 | 29 660 430 | |
| ORDINARY RESULT BEFORE TAXES | 79 605 689 | 27 450 215 | |
| Tax on ordinary result | $\overline{2}$ | 19 105 555 | 6 869 001 |
| ORDINARY RESULT | 60 500 134 | 20 581 214 | |
| TO MAJORITY INTERESTS | 60 500 134 | 20 581 214 | |
| APPLICATION AND ALLOC. | |||
| To ordinary dividends payable | 12 187 500 | 0 | |
| To additional dividends payable | 36 562 500 | 0 | |
| To/from other equity | 11 750 135 | 20 581 214 | |
| TOTAL APPLICATION AND ALLOCATION | 60 500 134 | 20 581 214 |
| Note | 31.12.2017 | 31.12.2016 | |
|---|---|---|---|
| ASSETS FIXED ASSETS Financial fixed assets Investments in subsidiaries Loans to group companies Total financial fixed assets TOTAL FIXED ASSETS |
3 4 |
1 384 978 741 89 757 046 1474735787 1 474 735 787 |
1 384 978 741 16 775 744 1401754485 1401754485 |
| CURRENT ASSETS | |||
| Receivables Trade receivables |
386 957 | 147 500 | |
| Receivables on group companies | 4 | 78 305 221 | 24 665 137 |
| Other short-term receivables Total receivables |
0 78 692 178 |
10 563 24 823 200 |
|
| Bank deposits, cash in hand, etc. TOTAL CURRENT ASSETS |
34 355 333 113 047 511 |
185 920 960 210 744 160 |
|
| TOTAL ASSETS | 1 587 783 298 | 1612498644 |
Organization no. 914839327
| Note | 31.12.2017 | 31.12.2016 | |
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| EQUITY Paid-in equity |
|||
| Share capital | 6 | 16 314 470 | 16 314 470 |
| Share premium reserve | 1487325615 | 1548585465 | |
| Total paid-in equity | 1 503 640 085 | 1564899935 | |
| Retained earnings | |||
| Other equity | 5 | 52 010 312 | 40 260 177 |
| Total retained earnings | 52 010 312 | 40 260 177 | |
| TOTAL EQUITY | 1 555 650 397 | 1605 160 112 | |
| LIABILITIES | |||
| NON-CURRENT LIABILITIES | |||
| Provisions | |||
| Deferred tax | $\overline{2}$ | 1780 | 708 |
| Total provisions | 1780 | 708 | |
| TOTAL NON-CURRENT LIABILITIES | 1780 | 708 | |
| CURRENT LIABILITIES | |||
| Accounts payable | 389 138 | 8969 | |
| Income tax payable | $\mathbf{2}$ | 19 104 483 | 6 868 293 |
| Dividends payable | 12 187 500 450 000 |
0 460 563 |
|
| Other currents liabilities TOTAL CURRENT LIABILITIES |
32 131 121 | 7 337 825 | |
| TOTAL LIABILITIES | 32 132 901 | 7 338 533 | |
| TOTAL EQUITY AND LIABILITIES | 1587783298 | 1612498644 | |
Oslo 12.04.2018
Kg Act
Roger Adolfsen Chairman
Sandra H Riise Board member
Board member
Geir Hjorth Board member
CEO
Even Carlsen Board member
Alfant R
Nina H. T. Høisæter
Runar Rønningen
The financial statements have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting principles in Norway.
Current assets and short term liabilities consist of receivables and payables due within one year, and items related to the inventory cycle. Other balance sheet items are classified as fixed assets / long term liabilities.
Current assets are valued at the lower of cost and fair value. Short term liabilities are recognized at nominal value.
Fixed assets are valued at cost, less depreciation and impairment losses. Long term liabilities are recognized at nominal value.
Subsidiaries and investments in associates are valued at cost in the company accounts. The investment is valued as cost of the shares in the subsidiary, less any impairment losses An impairment loss is recognised if the impairment is not considered temporary, in accordance with generally accepted accounting principles. Impairment losses are reversed if the reason for the impairment loss disappears in a lather period.
Dividends, group contributions and other distributions from subsidiaries are recognised in the same year as they are recognised in the financial statement of the provider. If dividends / group contribution exceed withheld profits after the acquisition date, the excess amount represents repayment of invested capital, and the distribution will be deducted from the recorded value of the acquisition in the balance sheet for the parent company.
Accounts receivable and other current receivables are recorded in the balance sheet at nominal value less provisions for doubtful accounts. Provisions for doubtful accounts are based on an individual assessment of the different receivables. For the remaining receivables, a general provision is estimated based on expected loss.
The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/tax assets are calculated on all differences between the book value and tax value of assets and liabilities. Deferred tax is calculated as 23 percent of temporary differences and the tax effect of tax losses carried forward.. Deferred tax assets are recorded in the balance sheet when it is more likely than not that the tax assets will be utilized. Taxes payable and deferred taxes are recognised directly in equity to the extent that they relate to equity transactions
The company's auditor expenses (VAT included) :
| I år | I fjor | |
|---|---|---|
| Staturory audit | 386 250 | 227 500 |
| Other services | 133 688 | 87 500 |
| Total | 519938 | 315 000 |
| l år | I fjor | |
| Payroll | 375 000 | 275 000 |
| Payroll expenses (employer tax) | 52 875 | 38775 |
| Other payments | 0 | 136 225 |
| Total | 427875 | 450 000 |
All salaries are paid is remuneration for directors. Other payroll-related expenses are accrued remuneration for directors
The company has no employees and do not fall under the Act on Mandatory occupational.
| Calculation of this years tax basis: | ||
|---|---|---|
| Net profit/loss before tax expense | 79 605 689 | |
| + Permanent differences | -78 304 109 | |
| + Changes in temporary differences | -4789 | |
| + Received group contributions | 78 305 221 | |
| $=$ Income | 79 602 012 | |
| This years income tax expense consist of: | ||
| Estimated tax of net profit | 19 104 483 | |
| = Tax payable | 19 104 483 | |
| +/- Change in deferred tax | 1072 | |
| = Total tax expense | 19 105 555 | |
| Tax rate | 24 | |
| current tax liability: | ||
| Tax payable | 19 104 483 | |
| = Tax payable | 19 104 483 | |
| Deferred tax | ||
| 2017 | 2016 | |
| + accounts receivable | 7 7 3 9 | 2950 |
| $=$ total | 7739 | 2950 |
| Deferred tax | 1780 | 708 |
Subsidiaries are valued at cost in the company accounts.
| Subsidiary, office location: | Owner- | voting | Net profit | equity |
|---|---|---|---|---|
| ship % | rights % | last year | last year | |
| Pioneer Public Properties AS, Oslo | 100,00 % | 100.00 % | 59 512 494 1 354 709 290 |
Organization no. 914839327
Interest recieved from group companies NOK 3 011 413 and interest paid to group companies NOK 0.
| Pr 31.12. | pr 0101 | |
|---|---|---|
| Receivables | ||
| Group contributions | 78 305 221 | 24 665 137 |
| Loans to group companies | 89 757 046 | 16 775 744 |
| Total receivables | 168 062 267 | 41 440 881 |
| Liabilities | ||
| Total Liabilities | 0 | 0 |
| capital | Share Share premium reserve |
Other equity |
Total equity |
|
|---|---|---|---|---|
| Pr 1.1. +Ordinary result -Dividends |
16 314 470 | 1 548 585 465 | 40 260 177 60 500 134 48 750 000 |
1605 160 112 60 500 134 48 750 000 |
| +/-Other transactions: Pr 31.12. |
0 16 314 470 |
-61 259 850 1487325615 |
52 010 312 | -61 259 850 1 555 650 397 |
Other transactions:
Refunded share premium reserve.
The company have 16 314 470 shares with a book value NOK 1 per share, and total share capital is NOK 16 314 470.
The company have two classes of shares, ordinary shares and preference shares:
| Class of shares | shares | Total value |
Voting rights |
|---|---|---|---|
| Ordinary shares | 9 8 14 4 70 | 9 814 470 | Each share has 1 vote |
| Preference shares | 6 500 000 | 6 500 000 | Each share has 0,1 vote |
The company's shareholders ordinary shares:
| Shareholders | Ord. shares |
|---|---|
| Hospitality Invest AS | 3 201 9 26 |
| Eidissen Consult AS | 1773386 |
| Grafo AS | 1773386 |
| Klevenstern AS | 1 417 852 |
| Mecca Invest AS | 1 417 852 |
| Hi Capital AS | 230 068 |
The company's 4 biggest shareholders pref.shares :
| Shareholders: | Pref.Shares |
|---|---|
| Eidissen Consult AS. | 779 010 |
| Avanza Bank AB | 641 683 |
| Skandinaviska Enskilda Banken | 502 091 |
| Grafo AS. | 326 484 |
Indirectly owned shares of executives in the company:
| Ordinary shares | Perf. shares | |
|---|---|---|
| Roger Adolfsen (Chairman) | 3 003 776 | 173 433 |
| Even Carlsen (Board member) | 1 773 386 | 340 424 |
| Runar Rønningen (CEO) | 59 650 |
| PPG ASA | PPG ASA | |
|---|---|---|
| Cash flows from operating activities | 2017 | 2016 |
| Profit before tax | 79 605 689 | 27 650 160 |
| Taxes paid | -6 868 293 | -7 278 514 |
| Group contributions | -78 305 221 | -24 865 082 |
| Trade receivables | $-239457$ | $-147500$ |
| Trade payables | 380 169 | $-119143$ |
| Other accruals | 0 | 136 225 |
| Net cash flow from operating activities | $-5427113$ | -4 623 854 |
| Cash flows from investing activities | ||
| Payments for purchase of shares | ||
| Payments for purchase of other investments | ||
| Payments of loan to group companies | -72 981 302 | |
| Proceeds from other investments | 298 122 253 | |
| Net cash flow from investing activities | -72 981 302 | 298 122 253 |
| Cash flow from financing activities | ||
| Proceeds from issuance of long term debt | ||
| Repayment of long term debt | -138 115 843 | |
| Divides paid | -36 562 500 | |
| Repayment of share premium reserve | -61 259 849 | -36 562 500 |
| Group contributions received | 24 665 137 | 45 813 319 |
| Issue of share capital | ||
| Net Cash flow from financing activities | -73 157 212 | -128 865 024 |
| Net change in cash and cash equivalents | -151 565 627 | 164 633 375 |
| Cash etc. 01.01 | 185 920 960 | 21 287 585 |
| Cash etc. at 31.12 | 34 355 333 | 185 920 960 |
| Kontanter og bankinnskudd 31.12 Skattetrekk o.l 31.12 |
34 355 333 | 185 920 960 |
| 0 | 0 | |
BDO AS Munkedamsveien 45 Postboks 1704 Vika 0121 Oslo
To the General Meeting of Pioneer Property Group ASA
Report on the Audit of the Financial Statements
We have audited the financial statements of Pioneer Property Group ASA. The financial statements comprise:
In our opinion:
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 and the Group 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 |
|---|---|
| Valuation of investment properties Investment properties are the Group's most important asset and comprises the most significant part of the Group's balance Sheet. The valuation of investment properties is thus of material importance for the determination of the Group's equity. Changes in value of investment properties could also significantly affect the income statement. The valuation is performed by obtaining valuations from an independent external party - Newsec. The valuation is based on the requirements of IFRS 13 and recognized valuation methods. The valuation involves the use of several key factors involving judgmental assessments. Judgement is used to estimate future rent payments, Yield and owner costs. Based on the significant value and the use of estimates for determining it, we consider investment properties to be a key aspect of the audit. We also refer to the notes 1 and 12 in the annual accounts. |
Our audit procedures have included, a detailed review of the valuation of the investment properties. We have evaluated Newsec's competence and independence in performing the valuation. We have ensured that the valuations have been carried out in accordance with current valuation principles that are appropriate for this purpose. Further, we have reviewed and assessed the assumptions related to future lease payments and Yield assessments. We have also tested that underlying property data, such as agreed market rent, duration of rental period, and ownership costs and rental details, are consistent with information in the valuation reports |
Management is responsible for the other information. The other information comprises the Board of Directors' report.
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 in accordance with law and regulations, including fair presentation of the financial statements of the parent company in accordance with the 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 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 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 and the Group's accounting information in accordance with the law and bookkeeping standards and practices generally accepted in Norway.
Oslo, 12. April 2018 BĐO AS
Sven Aarvold State Authorised Public Accountant
BDO AS, a Norwegian liability 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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