Quarterly Report • Aug 17, 2016
Quarterly Report
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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 112 Norwegian kindergartens centrally located in the largest cities and which house a total of over eleven thousand children. The properties are leased out on long-term triple-net contracts to large kindergarten operators, including Norlandia Care Group and Espira.
The company'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 cost-efficiency.
Going forward the company'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.
PPG's kindergartens are well located in central areas, including Stavanger, Bergen, Kristiansand, and the greater Oslo area. The average age of the properties is at a low eight year average, and the quality of the properties is therefore very high. In total the properties have a capacity in excess of eleven thousand children.
All operations progressed as expected and there were no material unexpected events during the second quarter of the year. The company paid its scheduled Q2-dividend payment in the end of June.
Revenues of MNOK 52.3 represents a run-rate of MNOK 17 in monthly rental revenues. Operating costs were MNOK 4.8, and Operating Profit (EBIT) was MNOK 47.5 while reported pre-tax profit for the second quarter was MNOK 25.4.
The balance sheet as of 30th June includes Investment Property of MNOK 3,412, and no material events took place that should have impacted this valuation level. In addition the company had MNOK 125 in cash balance at the end of the quarter – higher than required for PPG's underlying operations, but gives additional security
1 Note that for the current year, «Dividend payments» are technically a repayment of paid in capital.
to the Company's planned dividend payments to the preference share owners over the next few years. On the debt side, PPG had a total of MNOK 1,893 in debt, which included the two separate bond-loans in the subsidiaries Pioneer Property II AS and Pioneer Property III AS, which have since the end of the second quarter have been refinanced, as mentioned above.
The financial statements have been drawn up in accordance with International Standards for Financial Reporting (IFRS). The consolidated accounts for the third quarter were compiled in accordance with IAS 34 - Interim Financial Reporting. The financial statements of the third quarter is an update on the last report which is the second quarter, and are therefore intended to be read in conjunction with the report of the second quarter.
Since the end of the second quarter, PPG has issued a new bond of MNOK 1,000 in its subsidiary Pioneer Public Properties AS. The proceeds where partly used to refinance the two existing bond loans in PPPII and PPPIII, and the remainder is planned to be utilized for strategic acquisitions. Full details of the bond are available on the Company's website. No other subsequent events have occurred since the end of the financial quarter which should have an impact on the outlook for the Company.
We confirm, to the best of our knowledge, that the set of financial statements for the period ending 30 June 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 period and their impact on the set of financial statements, a description of the principal risks and uncertainties, and major related parties' transactions.
16 August 2016
The Board of Directors Pioneer Property Group ASA
Roger Adolfsen Chairman
Sandra Henriette Riise Board Member
Geir Hjort Board Member
Even Carlsen Board Member
Nina Hjørdis Torp Høisæter Board Member
Runar Rønningen CEO
| NOK thousand | Note | Q2 15 | Q3 15 | Q4 15 | 2015 | Q1 16 | Q2 16 | YTD 2016 |
|---|---|---|---|---|---|---|---|---|
| Income from rent | 3 | 27,209 | 51,055 | 51,055 | 129,319 | 52,302 | 52,302 | 104,603 |
| Other income | 3 | - | -223 | -223 | 151 | 14 | 165 | |
| Total Income | 27,209 | 51,055 | 50,833 | 129,097 | 52,452 | 52,316 | 104,768 | |
| Payroll expenses | 15 | 314 | 314 | |||||
| Other operating expenses | 8 | 19,693 | 6,102 | 6,148 | 31,943 | 5,962 | 4,768 | 10,730 |
| Total Expenses | 7,516 | 44,953 | 44,371 | 96,840 | 46,490 | 47,547 | 94,038 | |
| Fair value adjustment on investment properties | 12 | - | - | - | - | - | ||
| Operating profit (EBIT) | 7,516 | 44,953 | 44,371 | 96,840 | 46,490 | 47,547 | 94,038 | |
| Finance income | 13 | 508 | 2,165 | 4,449 | 7,122 | 631 | 688 | 1,319 |
| Finance expenses | 13 | 13,342 | 28,898 | 19,949 | 62,189 | 24,284 | 22,793 | 47,076 |
| Net Finance | -12,834 | -26,733 | -15,500 | -55,067 | -23,653 | -22,105 | -45,758 | |
| Profit/(loss) before tax | -5,318 | 18,220 | 28,871 | 41,773 | 22,838 | 25,443 | 48,280 | |
| Income taxes | 10 | -1,024 | 4,871 | 1,763 | 5,610 | 5,709 | 6,361 | 12,070 |
| Profit/(loss) for the period | -4,294 | 13,349 | 27,108 | 36,163 | 17,128 | 19,082 | 36,210 |
| NOK thousand | Note | Q2 15 | Q3 15 | Q4 15 | 2015 | Q1 16 | Q2 16 | YTD 2016 |
|---|---|---|---|---|---|---|---|---|
| Profit/(loss) for the period | -4,294 | 13,349 | 27,108 | 36,163 | 17,128 | 19,082 | 36,210 | |
| Total other comprehensive income, net of tax | - | - | - | - | - | - | - | |
| Comprehensive income for the period | -4,294 | 13,349 | 27,108 | 36,163 | 17,128 | 19,082 | 36,210 | |
| Profit or loss for the period attributable to | ||||||||
| All shareholders of Pioneer Property Group ASA | -4,294 | 13,349 | 27,108 | 36,163 - |
17,128 | 19,082 | 36,210 | |
| Comprehensive income for the period attributable to | ||||||||
| Ordinary shareholders of Pioneer Property Group ASA | -9,903 | 1,162 | 14,920 | 6,179 | 4,941 | 6,894 | 11,835 | |
| Earnings per share (NOK) | ||||||||
| Basic earnings per preference share | 6 | 0.86 | 1.88 | 1.88 | 4.61 | 1.88 | 1.88 | 3.75 |
| Basic earnings per ordinary share | 6 | -1.92 | 0.12 | 1.52 | 0.70 | 0.50 | 0.70 | 1.21 |
| Dividend per preference share | 6 | 0.86 | 1.88 | 1.88 | 4.61 | 1.88 | 1.88 | 3.75 |
| Dividend per ordinary share | 6 | - | - | - | - | - | - | - |
| NOK thousands | Note | 31-12-15 | 31-03-16 | 30-06-16 |
|---|---|---|---|---|
| Assets | ||||
| Investment property | 12 | 3,413,174 | 3,411,937 | 3,411,937 |
| Total non-current assets | 3,413,174 | 3,411,937 | 3,411,938 | |
| Trade and other receivables | 10,607 | 2,344 | 17,084 | |
| Cash and cash equivalents | 7 | 195,329 | 193,967 | 125,472 |
| Total current assets | 205,936 | 196,311 | 142,556 | |
| Total assets | 3,619,111 | 3,608,248 | 3,554,495 | |
| Equity and liabilities | ||||
| Share capital | 17 | 16,314 | 16,314 | 16,314 |
| Share premium | 17 | 1,585,148 | 1,585,148 | 1,572,960 |
| Retained earnings | 36,163 | 53,291 | 72,373 | |
| Total equity | 1,637,625 | 1,654,754 | 1,661,648 | |
| Borrowings | 9 | 1,698,190 | 1,539,983 | 1,497,250 |
| Deferred tax | 10 | 15,844 | 21,553 | 27,914 |
| Other non-current liabilities | 139,508 | 99,394 | 109,432 | |
| Total non-current liabilites | 1,853,542 | 1,660,930 | 1,634,595 | |
| Borrowings | 9 | 86,793 | 236,947 | 223,097 |
| Current tax payable | 10 | 7,363 | 7,279 | 7,279 |
| Other current liabilities | 33,787 | 48,338 | 27,876 | |
| Total current liabilities | 127,944 | 292,564 | 258,251 | |
| Total liabilities | 1,981,485 | 1,953,495 | 1,892,847 | |
| Total equity and liabilities | 3,619,111 | 3,608,248 | 3,554,495 |
| NOK thousands | Share capital |
Share premium |
Retained | earnings Total Equity |
|---|---|---|---|---|
| Balance at 31 December 2015 | 16,314 | 1,585,148 | 36,163 | 1,637,625 |
| Profit/(loss) for the period Proposed dividends Other comprehensive income for the period |
(12,188) | 36,210 0 |
36,210 (12,188) 0 |
|
| Total comprehensive income for the period | 0 | (12,188) | 36,210 | 24,023 |
| Balance at 30 June 2016 | 16,314 | 1,572,960 | 72,373 | 1,661,648 |
| NOK thousands | Note | Q1-Q2 2015 | 2015 | YTD 16 |
|---|---|---|---|---|
| Cash flows from operating activities: | ||||
| Profit before income tax | -6,008 | 41,773 | 48,280 | |
| Adjustments for: | ||||
| Fair value adjustments on investment property | 12 | |||
| Interest expense - net | 13 | |||
| Borrowing cost | 9 | |||
| Taxes paid | 3,053 | 70 | ||
| Changes in working capital: | ||||
| Trade receivables | 17 | -2,648 | -807 | 587 |
| Trade payables | 18 | |||
| Other accruals | 110,096 | 128,377 | -13,060 | |
| Cash generated from operations | 104,493 | 169,343 | 35,877 | |
| Interest paid | ||||
| Income tax paid | 8 | |||
| Net cash generated from operating activities | 104,493 | 169,343 | 35,877 | |
| Cash flows from investing activities: | ||||
| Proceeds from sale of properties | 1,237 | |||
| Purchase of property | 11 | -3,475,957 | -3,413,174 | |
| Purchase of net other assets | 11 | |||
| Other long term receivables | ||||
| Proceeds from sale of shares and bonds | 9, 19 | -70 | ||
| Net cash used in investing activities | -3,475,957 | -3,413,174 | 1,167 | |
| Cash flows from financing activities: | ||||
| Proceeds from debt to financial institutions | 8 | 1,943,895 | 1,837,698 | |
| Proceeds from other borrowings | 8 | |||
| Repayments of debt to financial institutions | 9 | -94,713 | ||
| Proceeds from shares issued | 18 | 1,631,447 | 1,631,477 | |
| Repayment of shares issued | 18 | - | -30,015 | -12,188 |
| Dividends paid to owners of the parent | 15 | |||
| Dividends paid to non-controlling interests | 15 | |||
| Net cash from financing activities | 3,575,342 | 3,439,161 | -106,901 | |
| - | - | |||
| Net change in cash and cash equivalents | 203,878 | 195,329 | -69,857 | |
| Cash and cash equivalents at beginning of period | 6 | 195,329 | ||
| Exchange gains/(losses) on cash and cash equivalents | ||||
| Cash and cash equivalents at period end | 6 | 203,878 | 195,329 | 125,472 |
Pioneer Property Group ASA (the 'Company') and its subsidiaries (together, the 'Group') invests in preschool properties and rents the properties out on long term leases. The Group holds investment properties in Norway.
Pioneer Property Group ASA is a public limited company incorporated and domiciled in Norway. The address of the Company's registered office is Rådhusgata 23, 0158 Oslo.
The Company was incorporated 5 January 2015. The Group was formed 12 May 2015 after the acquisition of Pioneer Public Properties I AS, Pioneer Public Properties II AS, Pioneer Public Properties III AS and Pioneer Public Properties IV AS. See note 11.
The consolidated interim financial statements covers the period from 1 January 2016 to 30 June 2016.
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). The consolidated quarterly reports quarter are prepared in accordance with IAS 34 Interim Financial Reporting.
The quarterly reports are interim updates after the annual report of 2015, and is therefore intended to be read in connection with this report.
The second quarter report has not been audited.
2.1 Financial risk factors
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 program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group's financial performance.
Risk management is carried out by management under guidance by the Board of Directors. Management identifies, evaluates and act upon financial risks.
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 continuously by management. The level of interest rate exposure is determined based on an assessment of existing cash flows, general assessment of financial condition and available liquidity.
(i) Fair value interest rate risk
The Group holds interest bearing assets in terms for cash deposits. 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 10 for details. Borrowings at fixed rates expose the Group to fair value interest rate risk.
(ii) Cash flow 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 interest rates.
If the interest rate had been +/- 1 % in Q2 2016 the result after tax would be +/- MNOK 4,7 million, all other conditions unchanged and assuming a floating interest rate on 100% of the Company's borrowings.
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, refinance existing loans, issue new shares or sell assets to reduce debt. The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings
(including 'current and non-current borrowings' as shown in the consolidated balance sheet) less cash and cash equivalents. Total capital is calculated as 'equity' as shown in the consolidated balance sheet plus net debt.
Credit risk is the risk of loss when a party is unable to redeem their obligations to the Group, and credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents, and credit exposures customers, including outstanding receivables and committed transactions. Management 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 utilization of credit limits is monitored regularly.
No credit limits were exceeded during the reporting period, and management does not expect any losses from nonperformance by these counterparties.
| Exposure to credit risk at the end of the period: | 30-06-16 |
|---|---|
| Accounts receivable | 220 |
| Other Short term receivable | 16,864 |
| Cash balance | 125,472 |
| Total exposure | 142,556 |
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 obligations at maturity without incurring a significant increase in finance cost or not being able to meet its obligations at all. The risk also includes that the Group must forfeit investment opportunities. Cash flow forecasting is performed at Group level. Group management monitors the Group's liquidity requirements to ensure that it has sufficient cash to meet operational needs while maintaining sufficient headroom to avoid breaches in covenants 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:
| 30-06-16 | |||||
|---|---|---|---|---|---|
| < 3mnths | 3m-1y | 1y-2y | 2y-5y | >5y | |
| Borrowings (bank) | 9,981 180,168 | 40,761 347,416 618,000 | |||
| Interest on borrowings (bank) | 11,207 | 31,210 | 35,349 107,278 183,099 | ||
| Bond loans | - | 32,950 200,950 304,150 | - | ||
| Interest on bond loans | 9,235 | 27,705 | 33,705 | 24,000 | - |
| Other liabilities |
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 debt. The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including 'current and noncurrent borrowings' as shown in the consolidated balance sheet) less cash and cash equivalents. Total capital is calculated as 'equity' as shown in the consolidated balance sheet plus net debt.
| Gearing ratio at the end of the period | 30-06-16 |
|---|---|
| Total borrowings | 1,829,062 |
| Less: Cash and cash equivalents | 125,472 |
| Net debt | 1,703,590 |
| Total equity | 1,661,648 |
| Total capital | 3,365,238 |
| Gearing ratio | 51% |
The Group's business is to own and manage investment properties in Norway and rent them out to operators of preschools. 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 one geographical area. Further segment information is therefore not prepared.
The Group have three customers: Norlandia Barnehagene, Kidsa Barnehager and Espira all of which contribute with more than 10 % of operating revenue.
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.
a) Fair value of Investment Properties.
The fair value of investment properties is assessed quarterly by management. The Investments 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 average gross yield for the investment property portfolio is 6,0 %.
Refer to note 12 for sensitivities.
The Group has no contingent liabilities nor commitments as at 30 June 2016.
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 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.
| Calculation of earnings per share for the period | Q1 | Q2 | YTD |
|---|---|---|---|
| Net profit | 17,128,165 19,081,912 17,128,165 | ||
| Less pref share dividends | -12,187,500 -12,187,500 -24,375,000 | ||
| Profit attributable to ord shares | 4,940,665 6,894,412 11,835,077 | ||
| Weighted avg ord shares | 9,814,470 9,814,470 9,814,470 | ||
| EPS to ord shares | 0.50 | 0.70 | 1.21 |
As per 30 June 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 | 30-06-16 |
|---|---|
| Bank deposits | 125,472 |
| Total | 125,472 |
There are no restricted funds at the end of the period.
The reduction in cash equivalents from the first quarter (MNOK 194) is primarily due to the amortization payments of MNOK 47 on the two bond loans PPPII and PPPIII in addition to the settlement of MNOK 16 in sales credit debt relating to the acquisition of Kidsa in PPPIV.
| Specification of other operating expenses | 31-03-16 | 30-06-16 | YTD 2016 |
|---|---|---|---|
| Expenses related to initial public offering | - | - | - |
| Other operating expenses including management fee | 5,962 | 4,768 | 10,730 |
| Total other operating expenses | 5,962 | 4,768 | 10,730 |
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 30 June 2016:
| NOK thousand | 30-06-16 |
|---|---|
| Non-current | |
| Commercial bank loans | 256,550 |
| Husbank loans (state bank) | 749,628 |
| Bonds in Pioneer Public Properties II AS | 169,663 |
| Bonds in Pioneer Public Properties III AS | 321,408 |
| Total | 1,497,250 |
| NOK thousand | 30-06-16 |
| Current | |
| Commercial bank loans | 161,124 |
| Husbank loans (state bank) | 29,022 |
| Bonds in Pioneer Public Properties II AS | 6,000 |
| Bonds in Pioneer Public Properties III AS | 26,950 |
| Total | 223,097 |
| NOK thousand | 30-06-16 |
| Total non-current and current | |
| Commercial bank loans | 417,675 |
| Husbank loans (state bank) | 778,651 |
| Bonds in Pioneer Public Properties II AS | 175,663 |
| Bonds in Pioneer Public Properties III AS | 348,358 |
| Total | 1,720,346 |
The Group's bank loans are with Husbanken, Pareto Bank and Handelsbanken. The bank borrowings mature until 2035. Of the total bank borrowings per 30 June 2016 NOK 598 million are on a fixed rate. The remaining NOK 608 million are on floating rates.
The Group has issues two bonds:
Pioneer Public Property II (PPP01 PRO) at Oslo ABM amounting to NOK 180 million with maturity April 2018 and Pioneer Public Property III (PIII01) at Oslo Børs amounting to NOK 358 million with maturity June 2019. The bonds are a senior secured callable bonds with voluntary redemption at specified premiums up until maturity. Since the end of Q2, these bonds have been fully refinanced.
Summary of bond loans:
| Book value | Marked value | Coupon | Term | |
|---|---|---|---|---|
| Bonds | 30-06-16 | 30-06-16 | ||
| PPP01 PRO | 180,000 | 180,450 NIBOR + 5 % 2013/2018 | ||
| PIII01 | 358,080 | 371,078 NIBOR + 4,5 % 2014/2019 | ||
| Transaction costs | -28,088 | |||
| Amortization | 14,029 | |||
| Total bond | 524,021 | 551,528 | ||
| Whereof current | 32,950 | 33,943 |
In both bond agreements entered into there are limitations on the borrower (PPPII and PPPIII) in regard to additional financial indebtnes, distributions and renegotiatons on borrowing. Also, the two bond loans are subject to the following main financial covenants.
Income tax expense is recognized 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 30 June 2016 income tax expense is 25 %.
There were been no changes in the Group's structure in the second quarter.
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 17 years remaining on the lease agreements. All agreements are fully CPI-adjusted annually. The Group does not have any future 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. 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 Q2/2016, the Company has maintained its portfolio value based upon a gross average 6% yield, similar to the valuation level at the end of the previous quarter.
The Group uses yield valuation according to the cash flow method for external and internal valuations. The same valuation method has been used for all of the Group's properties.
Sensitivity analysis
A property analysis is an estimate of the value that an investor is willing to pay for the property at a given time. The valuation is made on the basis of generally accepted models and certain assumptions on different parameters. The 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 Group's property value by +/– NOK 171 million.
| NOK thousands | Q1 16 | Q2 16 | YTD 16 |
|---|---|---|---|
| Interest income | 631 | 688 | 1,319 |
| Interest income from related parties | - | - | |
| Interest expense | 24,284 | 22,793 | 47,076 |
| Net financial items | 23,653 | 22,105 | 45,758 |
In the second quarter, interest expense on bank - and bond loans totalled MNOK 22.8. Also included in this reported Interest expense was a calculated, but not payable, expense of MNOK 1.1 relating to the subordinated shareholder loans. Furthermore an additional MNOK 1.6 in miscellaneous financial costs, partially relating to sale credit to Kidsa, and also relating to amortization of bond-related start-up costs according to IFRS (PPPII and PPPIII).
Overview of related parties
| Relation to the Group |
|---|
| Chairman of the Board and owner of Mecca Invest AS |
| Board member |
| Board member |
| Board member and owner of Grafo AS |
| Board member |
| CEO Pioneer Capital Partners |
| Shareholder andDeliverer of managment services |
| Substantial shareholder |
| Substantial shareholder |
| Substantial shareholder |
| Substantial shareholder |
| Controlled by substantial shareholders, refer to note 18 |
| Controlled by substantial shareholders, refer to note 18 |
| Controlled by substantial shareholders, refer to note 18 |
| Controlled by substantial shareholders, refer to note 18 |
The Group had the following material transactions with related parties in the second quarter:
| Transactions with related parties | Q1 16 | Q2 16 | YTD 16 |
|---|---|---|---|
| Rent revenue from Norlandia Care Group AS including subsidiaries | 14,845 14,845 29,690 | ||
| Rent revenue from Kidsa Drift including subsidiaries | 9,775 | 9,775 29,325 | |
| Management fee to Pioneer Capital Partners AS including subsidiaries | 2,830 | 2,830 | 5,659 |
| Purchase of shares from related parties (refer to note 11) | - | - | - |
| Receivables from related parties | 30-06-16 |
|---|---|
| Kidprop AS | 8,099 |
| Hospitality Invest AS | 6,020 |
| Liabilities to related parties | 30-06-16 |
| Pioneer Capital Partners AS | 78,535 |
| Norlandia Care Group AS | 2,119 |
| Kidsa Drift AS | 12,298 |
| Acea Properties AS | 15,764 |
The outstanding balances between the related parties are unsecured. The interest rate used to calculate interest are based on current market rates. There are no provisions for loss on receivables. Transactions made between the related parties are made on terms equivalent to those that prevail in the market at arms length.
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 of Directors receives an annual compensation based on the total number of board-meetings attended during the year.
| 30-06-16 | |
|---|---|
| Trade Receivables | 220 |
| Other Receivables | 16,864 |
| Total Receivables | 17,084 |
None of the receivables are due.
| Share value in NOK | |||||
|---|---|---|---|---|---|
| Number of | Ordinary | Preference | |||
| shares | shares | shares | Share premium | Total | |
| At 30 June 2016 | 16,314,470 9,814,470 6,500,000 | 1,572,960,441 1,589,274,911 |
The Company has 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 99 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
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