Quarterly Report • Feb 15, 2017
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 (end Q4) consists of 133 properties centrally located in the large cities in Norway, Sweden and Finland. The total portfolio houses a total of over twelve thousand children. The properties are leased out on long-term triple-net contracts to large kindergarten operators, including Norlandia Care Group, Espira and Touhula.
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, 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, Göteborg, Helsinki, and the greater Oslo area.
The bond in PPG's subsidiary group, Pioneer Public Properties AS, was successfully listed on the Oslo Stock Exchange at the start of the fourth quarter.
The Company obtained new bank financing from DnB of MNOK 495, which was utilized to refinance several smaller bank loans in subsidiaries, in addition to adding debt to a number of the recently acquired properties.
No material subsequent events have occurred during the start of 2017.
Underlying revenues were in line with expectations as the acquired properties, as announced in the previous quarter, were included in PPG's accounts. Revenues for the quarter were at MNOK 60.3, representing a new quarterly run-rate level for the Group.
Several one-off effects impacted the fourth quarter results. Notably the adjustment of the company's investment properties which triggered gains of MNOK 242. Profitability for the quarter was therefore significantly increased to an operating result of MNOK 292 and pre-tax profit of MNOK 263.
The balance sheet as of 31th December includes the new valuation level for the Group's Investment Properties of MNOK 4,043, after an updated valuation report from Newsec was presented to, and approved, by the Board of Directors. The Group's cash balance was also increased in the quarter, primarily due to new bank loans from DnB of total MNOK 495, refinancing several smaller loans in subsidiary companies.
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.
We confirm, to the best of our knowledge, that the set of financial statements for the period ending 31st December 2016 have been prepared in accordance with IFRS, and gives a true and fair view of the Group's assets, liabilities, financial position and profit or loss as a whole.
We also confirm, to the best of our knowledge, that the interim management report includes a fair review of important events that have occurred during the financial period and their impact on the set of financial statements, a description of the principal risks and uncertainties, and major related parties' transactions.
14 February 2017
Roger Adolfsen Chairman
Sandra Henriette Riise Board Member
Geir Hjort Board Member
Even Carlsen Board Member
Nina Hjørdis Torp Høisæter Board Member
| NOK thousand | Note | Q4 15 | 2015 | Q1 16 | Q2 16 | Q3 16 | Q4 16 | 2016 |
|---|---|---|---|---|---|---|---|---|
| Income from rent | 2 18 | 51,055 | 129,319 | 52,302 | 52,302 | 52,674 | 60,270 | 217,548 |
| Other income | 2 | -223 | -223 | 151 | 1 4 |
1 4 |
1 4 |
193 |
| Total Income | 50,833 | 129,097 | 52,452 | 52,316 | 52,688 | 60,285 | 217,741 | |
| Payroll expenses | 1 5 |
314 | 314 | 263 | 188 | 450 | ||
| Other operating expenses | 8 | 6,148 | 31,943 | 5,962 | 4,768 | 5,748 | 10,824 | 27,302 |
| Total Expenses | 6,461 | 32,256 | 5,962 | 4,768 | 6,010 | 11,012 | 27,752 | |
| Fair value adjustment on properties | 1 2 |
- | - | - | 242,392 | 242,392 | ||
| Operating profit (EBIT) | 44,371 | 96,840 | 46,490 | 47,547 | 46,678 | 291,664 | 432,380 | |
| Finance income | 1 3 |
4,449 | 7,122 | 631 | 688 | 918 | 469 | 2,707 |
| Finance expenses | 1 3 |
19,949 | 62,189 | 24,284 | 22,793 | 71,068 | 30,419 | 148,563 |
| Currency expenses | 1 3 |
1,618 | -807 | 812 | ||||
| Net Finance | -15,500 | -55,067 | -23,653 | -22,105 | -71,768 | -29,143 | -146,668 | |
| Profit/(loss) before tax | 28,871 | 41,773 | 22,838 | 25,443 | -25,089 | 262,521 | 285,712 | |
| Income taxes | 1 0 |
1,763 | 5,610 | 5,709 | 6,361 | -6,272 | 46,345 | 52,143 |
| Profit/(loss) for the period | 27,108 | 36,163 | 17,128 | 19,082 | -18,817 | 216,176 | 233,569 |
| NOK thousand | Note | Q4 15 | 2015 | Q1 16 | Q2 16 | Q3 16 | Q4 16 | 2016 |
|---|---|---|---|---|---|---|---|---|
| Profit/(loss) for the period | 27,108 | 36,163 | 17,128 | 19,082 | -18,817 | 216,176 | 233,569 | |
| Total other comprehensive income, net of tax | - | - | - | - | - | - | - | |
| Comprehensive income for the period | 27,108 | 36,163 | 17,128 | 19,082 | -18,817 | 216,176 | 233,569 | |
| Profit or loss for the period attributable to | ||||||||
| All shareholders of PPG ASA | 27,108 | 36,163 | 17,128 | 19,082 | -18,817 | 216,176 | 233,569 | |
| - | ||||||||
| Profit or loss for the period attributable to | ||||||||
| Ordinary shareholders of PPG ASA | 14,920 | 6,179 | 4,941 | 6,894 | -31,005 | 203,988 | 184,819 | |
| Earnings per share (NOK) | ||||||||
| Basic earnings per preference share | 6 | 1.875 | 4.61 | 1.875 | 1.875 | 1.875 | 1.875 | 7.500 |
| Basic earnings per ordinary share | 6 | 1.520 | 0.700 | 0.503 | 0.702 | -3.159 | 20.784 | 18.831 |
| Dividend per preference share | 6 | 1.875 | 4.61 | 1.875 | 1.875 | 1.875 | 1.875 | 7.500 |
| Dividend per ordinary share | 6 | - | - | - | - | - | - | - |
| NOK thousands | Note | 31-12-15 | 31-03-16 | 30-06-16 | 30-09-16 | 31-12-16 |
|---|---|---|---|---|---|---|
| Assets | ||||||
| Investment property | 1 2 |
3,413,174 | 3,411,937 | 3,411,937 | 3,486,143 | 4,042,640 |
| Other non-current assets | 21,214 | |||||
| Total non-current assets | 3,413,174 | 3,411,937 | 3,411,938 | 3,486,143 | 4,063,854 | |
| Trade and other receivables | 1 6 |
10,607 | 2,344 | 17,084 | 99,027 | 9,574 |
| Cash and cash equivalents | 7 | 195,329 | 193,967 | 125,472 | 341,681 | 349,733 |
| Total current assets | 205,936 | 196,311 | 142,556 | 440,709 | 359,307 | |
| Total assets | 3,619,111 | 3,608,248 | 3,554,495 | 3,926,851 | 4,423,161 | |
| Equity and liabilities | ||||||
| Share capital | 1 7 |
16,314 | 16,314 | 16,314 | 16,314 | 16,314 |
| Share premium | 1 7 |
1,585,148 | 1,585,148 | 1,572,960 | 1,560,773 | 1,548,585 |
| Retained earnings | 36,163 | 53,291 | 72,373 | 53,556 | 289,858 | |
| Total equity | 1,637,625 | 1,654,754 | 1,661,648 | 1,630,643 | 1,854,758 | |
| Borrowings | 9 | 1,698,190 | 1,539,983 | 1,497,250 | 2,001,409 | 2,416,177 |
| Deferred tax | 1 0 |
15,844 | 21,553 | 27,914 | 21,641 | 60,148 |
| Other non-current liabilities | 139,508 | 99,394 | 109,432 | 32,623 | 9,339 | |
| Total non-current liabilites | 1,853,542 | 1,660,930 | 1,634,595 | 2,055,674 | 2,485,665 | |
| Borrowings | 9 | 86,793 | 236,947 | 223,097 | 192,090 | 38,391 |
| Current tax payable | 1 0 |
7,363 | 7,279 | 7,279 | 7,339 | 7,838 |
| Other current liabilities | 33,787 | 48,338 | 27,876 | 41,105 | 36,509 | |
| Total current liabilities | 127,944 | 292,564 | 258,251 | 240,534 | 82,738 | |
| Total liabilities | 1,981,485 | 1,953,495 | 1,892,847 | 2,296,208 | 2,568,403 | |
| Total equity and liabilities | 3,619,111 | 3,608,248 | 3,554,495 | 3,926,851 | 4,423,161 |
| Attributable to owners of the parent | ||||||
|---|---|---|---|---|---|---|
| Share | Retained | |||||
| NOK thousands | Share capital | premium | earnings | Total Equity | ||
| Balance at 31 December 2015 | 16,314 | 1,585,148 | 36,163 | 1,637,625 | ||
| Profit/(loss) for the period | 233,569 | 233,569 | ||||
| Proposed dividends | (36,563) | (36,563) | ||||
| Other changes | 20,126 | 20,126 | ||||
| Total comprehensive income for the period | 0 | (36,563) | 253,695 | 217,133 | ||
| Balance at 31 December 2016 | 16,314 | 1,548,585 | 289,858 | 1,854,758 |
| NOK thousands | Note | 2015 | 2016 |
|---|---|---|---|
| Cash flows from operating activities: | |||
| Profit before income tax | 41,773 | 285,712 | |
| Adjustments for: | |||
| Fair value adjustments on investment property | -242,392 | ||
| Interest expense - net | |||
| Borrowing cost | |||
| Taxes paid | -7,279 | ||
| Profit/loss on sale of fixed assets | 7 0 |
||
| Changes in working capital: | |||
| Trade receivables | 1 6 |
-807 | 225 |
| Trade payables | 2,722 | ||
| Other accruals | 128,377 | -68,892 | |
| Cash generated from operations | 169,343 | -29,834 | |
| Interest paid | |||
| Income tax paid | |||
| Net cash generated from operating activities | 169,343 | -29,834 | |
| Cash flows from investing activities: | |||
| Proceeds from sale of properties | 1,237 | ||
| Purchase of property | 1 2 |
-3,413,174 | -368,185 |
| Purchase of net other assets | |||
| Other long term receivables | |||
| Proceeds from sale of shares and bonds | -70 | ||
| Net cash used in investing activities | -3,413,174 | -367,018 | |
| Cash flows from financing activities: | |||
| Proceeds from debt to financial institutions | 9 | 1,837,698 | 1,676,110 |
| Proceeds from other borrowings | 9 | ||
| Repayments of debt to financial institutions | 9 | -1,088,291 | |
| Proceeds from shares issued | 1 7 |
1,631,477 | |
| Repayment of shares issued | 1 7 |
-30,015 | |
| Dividends paid to owners of the parent | 6 | -36,563 | |
| Dividends paid to non-controlling interests | |||
| Net cash from financing activities | 3,439,161 | 551,256 | |
| - | |||
| Net change in cash and cash equivalents | 195,329 | 154,404 | |
| Cash and cash equivalents at beginning of period | 7 | 195,329 | |
| Exchange gains/(losses) on cash and cash equivalents | |||
| Cash and cash equivalents at period end | 7 | 195,329 | 349,733 |
Notes to the Financial Statements - Pioneer Property Group ASA
Note 1: Accounting Principles
Pioneer Property Group ASA (the 'Company') and its subsidiaries (together, the 'Group') invests in kindergarten, preschool properties and retirement homes and rent the properties out on long term leases. The Group holds investment properties in Norway, Sweden and Finland.
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 acquisitions 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. In 2016 an additional subsidiary, Pioneer Public Properties V AS, was established.
The consolidated interim financial statements covers the period from 1 January 2016 to 31 March 2016 (Q1 column), from 1 April to 30 June (Q2 column), from 1 July to 30 September (Q3 column), from 1 October to 31 December (Q4 column) and 1 January 2016 - 31 December 2016 (2016 column).
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 fourth quarter report has not been audited.
Note 2: Financial Risk
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.
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.
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 Q4 2016 the result after tax would be +/- MNOK 6.1 million, all other conditions unchanged and assuming a floating interest rate on 100% of the Company's borrowings.
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 non-performance by these counterparties.
| Exposure to credit risk at the end of the period: | 31-12-16 |
|---|---|
| Accounts receivable | 582 |
| Other Short term receivable | 8,992 |
| Cash balance | 341,681 |
| Total exposure | 351,255 |
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:
Maturity of financial liabilities
| at the end of the period: | 31-12-16 | ||||
|---|---|---|---|---|---|
| < 3mnths | 3m-1y | 1y-2y | 2y-5y | >5y | |
| Borrowings (bank) | 9,724 28,667 64,932 721,045 642,531 | ||||
| Interest on borrowings (bank) 13,418 36,262 46,710 149,695 177,907 | |||||
| Bond loans | - | - | - | 1,000,000 | - |
| Interest on bond loans | 16,000 48,000 64,000 152,000 | - | |||
| Other liabilities |
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 financial statements are reported in NOK.
The group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders holding ordinary shares, return capital to shareholders, issue new shares or sell assets to reduce 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.
| Gearing ratio at the end of the period | 31-12-16 |
|---|---|
| Total borrowings | 2,463,220 |
| Less: Cash and cash equivalents | 349,733 |
| Net debt | 2,113,486 |
| Total equity | 1,854,758 |
| Total capital | 3,968,245 |
| Gearing ratio | 53% |
The Group's business is to own and manage investment properties in Norway, Sweden and Finland and rent them out to operators of pre-schools. 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 areas
The Group have seven customers: Norlandia Barnehagene, Kidsa Barnehager, Espira Barnehagene, Suomen Tenava Päiväkodit, Norlandia Förskolor, Touhula and Casparssons Vårdhem. A geographical split of revenues for the quarter is as follows:
| Norway | Sweden | Finland | Group |
|---|---|---|---|
| 1,001 | 3,389 60,270 | ||
| 14 | - | - | 14 |
| 1,001 | 3,389 60,284 | ||
| 55,880 55,894 |
The group makes estimates and assumptions concerning the future. The resulting accounting estimates will 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 Investments Properties are on a regular basis subject to on-site inspections and technical evaluations. On an annual basis, in conjunction with preparation of the Annual Accounts, the Company commissions an external valuation report for the portfolio to support managements own estimates. This valuation report is commissioned from a well know and reputable company, and for 2016 a valuation report was commissioned from Newsec.
Newsec has valuated the properties using a combination of discounted cash flow models and market based property yield. All cash flows used in the calculations are based on long term contracts – and both Newsec and management assess the cash flows to be stable without material uncertainty. The critical estimates in the calculation, based on this judgement, is therefore the yield level. See note 12 for additional discussion of Investment Properties, including sensitivities.
The Group has no contingent liabilities nor commitments as at 31 December 2016.
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 EPS | Q1 | Q2 | Q3 | Q4 | YTD |
|---|---|---|---|---|---|
| Net profit, m | 17.13 | 19.08 | -18.82 216.18 233.57 | ||
| Less pref share dividends, m | -12.19 | -12.19 | -12.19 | -12.19 | -48.75 |
| Attributable to ord shares, m | 4.94 | 6.89 | -31.00 203.99 184.82 | ||
| Weighted avg ord shares, m | 9.81 | 9.81 | 9.81 | 9.81 | 9.81 |
| EPS to ord shares | 0.50 | 0.70 | - | 20.78 | 18.83 |
As per 31 December 2016 no rights are issued which cause diluted earnings per share to be different to basic earnings per share.
Refer to note 17 for information related to the classes of shares.
| Cash and cash equivalents | 31-12-16 |
|---|---|
| Bank deposits | 349,733 |
| Total | 349,733 |
There are no restricted funds at the end of the period.
| Specification of other opex | 31-03-16 30-06-16 30-09-16 31-12-16 YTD 2016 | ||||
|---|---|---|---|---|---|
| Management fee | 2,830 | 2,830 | 2,830 | 3,372 11,861 | |
| Other operating expenses | 3,132 | 1,939 | 2,156 | 8,213 15,441 | |
| Total other operating expenses | 5,962 | 4,768 | 4,986 11,586 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 2016:
| NOK thousand | 31-12-16 |
|---|---|
| Non-current | |
| Commercial bank loans | 659,395 |
| Husbank loans (state bank) | 769,113 |
| Bonds in Pioneer Public Properties AS | 987,669 |
| Total | 2,416,177 |
| NOK thousand | 31-12-16 |
| Current | |
| Commercial bank loans | 7,356 |
| Husbank loans (state bank) | 31,036 |
| Bonds in Pioneer Public Properties AS | - |
| Total | 38,391 |
| NOK thousand | 31-12-16 |
| Total non-current and current | |
| Commercial bank loans | 666,751 |
| Husbank loans (state bank) | 800,149 |
| Bonds in Pioneer Public Properties AS | 987,669 |
| Total | 2,454,569 |
The Group's major bank loans are with Husbanken, DnB, SR-Bank, and Danske Bank. The bank borrowings mature until 2035. Of the total bank borrowings per 31 December 2016 NOK 581 million are on a fixed rate. The remaining NOK 1466 million are on floating rates.
The Group has one issued bond:
Pioneer Public Property (ticker PPU01) at Oslo Børs amounting to NOK 1,000 million with maturity in May 2021. The bond is a senior secured callable bullet bond with voluntary redemption at specified premiums up until maturity. Summary of bond loans:
| Book value | Marked value | Coupon | Term | |
|---|---|---|---|---|
| Bonds | 31-12-16 | 31-12-16 | ||
| PPP | 1,000,000 | 1,047,500NIBOR+5,25 % 2016/2021 | ||
| Transaction costs | -13,701 | |||
| Amortization | 1,370 | |||
| Total bond | 987,669 | 1,047,500 | ||
| Whereof current | - | - |
The PPU01 bond agreement has certain limitations on the borrower, including: (i) maintain an equity of minimum 25% on a consolidated basis for the PPP-
group. (ii) Maintain cash and cash equivalents of min MNOK 75, and (iii) maintain a minimum ratio between unsecured debt to total financial indebtnes of 30%.
The recognised value of assets pledged as security for bank borrowings as per 31 December 2016
| 31-12-16 | |
|---|---|
| Investment property | 4,042,640 |
| Total pledged assets | 4,042,640 |
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 31 December 2016 tax expense is 25 %.
| Q1 16 | Q2 16 | Q3 16 | Q4 16 | 2016 |
|---|---|---|---|---|
| 165,251 | ||||
| - | -242,392 | |||
| 5,709 | 6,361 | |||
| 22,838 25,443 22,838 25,443 |
-25,089 262,521 285,712 -25,089 262,521 208,571 -6,272 46,345 52,143 |
During the third and fourth quarter the Group bought real estate companies in Sweden, Finland and Norway. The Group also founded a Norwegian holding company.
| Company added to the Group in Q3-Q4 Name |
Location | Percent of stock |
|---|---|---|
| Pioneer Public Finland OY | Finland | 100 % |
| Kiinteistö OY Akaan Tenavajoti | Finland | 100 % |
| Kiinteistö OY Lohjan Tenavajoti | Finland | 100 % |
| Kiinteistö Esoo Palolammentie OY | Finland | 100 % |
| Kiinteisö Hyvinkään Pavinmäenkatu OY | Finland | 100 % |
| Kiinteistö Keravan Kurkela OY | Finland | 100 % |
| Kiinteistö Bromkuja Kirkkonummi OY | Finland | 100 % |
| Päiväkotikiinteistö Klaukkala Pikkutikankuja OY | Finland | 100 % |
| päiväkotikiinteistö Aapraminkaari Vantaa OY | Finland | 100 % |
| Päiväkotikiinteistö Vihti Nummela OY | Finland | 100 % |
| Päiväkotikiinteistö Touhula Karistonkatu Lahti OY | Finland | 100 % |
| Oulunsalon Tetrilänku KOY | Finland | 100 % |
| Touhula Ritaharju KOY | Finland | 100 % |
| Kangasala Ilkontie KOY | Finland | 100 % |
| Päiväkoti Ylöjärvi rimpitie OY | Finland | 100 % |
| Casparssons Fastighetsbolag AB | Sweden | 100 % |
| Västeråsfjärdens fastighetsbolag AB | Sweden | 100 % |
| Kidsa Hylkje AS | Norway | 100 % |
| Kidsa Sandgotna AS | Norway | 100 % |
| Kidsa Ladegården AS | Norway | 100 % |
| Kidsa Festtangen AS | Norway | 100 % |
| Kidsa Øvre Sædal AS | Norway | 100 % |
| Kidsa Kokstad AS | Norway | 100 % |
| Kidsa Øvsttun AS | Norway | 100 % |
| Kidsa Øyrane AS | Norway | 100 % |
| Pioneer Public Properties V AS | Norway | 100 % |
| Kidsa Ospeli Eiendom AS | Norway | 100 % |
| Soløyvannveien 100 AS | Norway | 100 % |
| ITS Solbarnehager AS | Norway | 100 % |
| Norlandia Barnehagene Porsgrunn AS | Norway | 100 % |
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 four main customers (ref note 3). On average, there are 16 years remaining on the lease agreements. All agreements are fully CPI-adjusted annually. The Group does not have any future maintenance capital expenditure on properties as all maintenance is carried by the tenant as agreed upon in the lease agreements. The properties are primarily located in the greater Oslo area, Bergen, the greater Stavanger area, Bodø, Tromsø, and certain locations in Sweden and Finland. See the Company's web site for a full list and map of all the properties. The investment properties are valued in accordance with the fair value method and all have been valued in accordance with valuation Level 3. The yield level of the properties has been determined on the basis of their unique risk and transactions made at the respective location according to the location price method. At the end of the year, PPG commissioned an 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 primeyield used as a benchmark for individual yield assumptions in Newsec's analysis was 5.25%, and a number of individual factors for each property were applied to assess the individual yield for the respective property/location.
A property analysis is an estimate of the value that an investor is willing to pay for the property at a given time. The valuation is made on the basis of generally accepted models and certain assumptions on different parameters. The market value of the properties can only reliably be established in a transaction between two independent parties. An uncertainty interval is stated in the property values and is between +/– 5 per cent in a normal market. A changed property value of +/– 5 per cent affects the Groups's property value by +/– NOK 202 million.
| NOK thousands | Q1 16 | Q2 16 | Q3 16 | Q4 16 | YTD 16 |
|---|---|---|---|---|---|
| Interest income | 631 | 688 | 918 | 469 | 2,707 |
| Currency expense | - | 1,618 | -807 | 812 | |
| Interest expense | 24,284 22,793 71,068 30,419 148,563 | ||||
| Net financial items | 23,653 | 22,105 | 71,768 | 29,143 | 146,668 |
| 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 Capital Partners AS | Shareholder andDeliverer of managment services |
| Hospitality Invest AS | Substantial shareholder |
| Grafo AS | Substantial shareholder |
| Kevenstern AS | Substantial shareholder |
| Mecca Invest AS | Substantial shareholder |
| Norlandia Care Group AS | Controlled by substantial shareholders, refer to note 17 |
| Pioneer Bidco I AS | Controlled by substantial shareholders, refer to note 17 |
| Kidsa Drift AS | Controlled by substantial shareholders, refer to note 17 |
| Kidsa Barnehager AS | Controlled by substantial shareholders, refer to note 17 |
| Acea Properties AS | Controlled by substantial shareholders, refer to note 17 |
| Indirect ownership of shares by board member: |
| Ord. Shares | Pref. shares | |
|---|---|---|
| Roger Adolfsen | 2 938 912 | 437 805 |
| Even Carlsen | 1 773 386 | 338 600 |
| Runar Rønningen | 0 | 59 650 |
The Group had the following material transactions with related parties in the third quarter:
| Transactions with related parties | Q1 16 | Q2 16 | Q3 16 | Q4 16 | 2016 |
|---|---|---|---|---|---|
| Rent from NCG | 14,845 14,845 14,845 | 14,845 59,380 | |||
| Rent from Kidsa | 9,775 | 9,775 | 9,775 | 9,775 39,099 | |
| Mangmt fee Pioneer | 2,830 | 2,830 | 2,830 | 3,372 11,861 | |
| Share purchase rel. parties | - | - | 100,127 | 0 100,127 | |
| Receivables from related parties | 31-12-16 |
Kidsa Barnehager AS 29,535
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. For 2016 the accrued compensation for the board members totaled TNOK 450.
| 31-12-16 | |
|---|---|
| Trade Receivables | 582 |
| Other Receivables | 8,992 |
| Total Receivables | 9,574 |
None of the receivables are due.
| 2016 | Share value in NOK | ||||
|---|---|---|---|---|---|
| Number of | Ordinary | Preference | Share | Total | |
| shares | shares | shares | premium | ||
| At 31 December 2016, m | 16.31 | 9.81 | 6.50 | 1,549 | 1,565 |
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.
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
Properties are leased out on long term triple net contracts to solid pre-school operators (Espira, Norlandia Preschools and Kidsa Drift, 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
| 31-12-16 | |
|---|---|
| Within 1 year | 228,696 |
| Between 1 and 5 years | 961,445 |
| After 5 years | 4,366,560 |
No material subsequent events have occurred since the end of the fourth quarter 2016
The Pioneer Public Properties AS (PPP) group of companies was established towards the end of 2015 and comprise all the operational companies in Pioneer Property Group ASA. The reason for establishing this subset group of companies was in preparation for the issuance of the PPP unsecured bond of MNOK 1,000, which was issued in the third quarter of 2016. The financial statements of Pioneer Public Properties AS are therefore very closely related to the financial statements of Pioneer Property Group ASA, with the key difference being the exclusion of the mother company of the PPG group. All operational discussions will be identical for the two groups, and discussions of financial accounts will be similar, with a few exceptions. The comments below are to be read in conjunction with the report for the PPG Group, as presented in this document.
Underlying revenues were in line with expectations and PPP's contracted revenues. Revenues were increased from the third quarter, as the previously announced acquisition of properties from Norlandia Care Group and Trevian were consolidated in the accounts with full effect. Total revenues in Q4 were MNOK 60.3.
Due to the fair value adjustment of Investment Properties, the financial accounts include an accounting one-off profitability, in accordance to IFRS, of MNOK 242. As a result profitability was significantly higher in the fourth quarter with a profit before tax of MNOK 262.
The balance sheet as of 31 th December includes Investment Property of MNOK 4,043. In addition, the company had MNOK 164 in cash balance at the end of the quarter. On the debt side, PPP had a total of MNOK 2,603 in debt.
The financial statements have been drawn up in accordance with International Standards for Financial Reporting (IFRS).
We confirm, to the best of our knowledge, that the set of financial statements for the period ending 31st December 2016 have been prepared in accordance with IFRS, and gives a true and fair view of the Group's assets, liabilities, financial position and profit or loss as a whole.
We also confirm, to the best of our knowledge, that the interim management report includes a fair review of important events that have occurred during the financial period and their impact on the set of financial statements, a description of the principal risks and uncertainties, and major related parties' transactions.
14 February 2017
Runar Rønningen
The Board of Directors Pioneer Property Group ASA
| NOK thousand | 2015* | Q1 | Q2 | Q3 | Q4 | 2016 |
|---|---|---|---|---|---|---|
| Income from rent | 19,309 | 52,302 | 52,302 | 52,674 | 60,270 | 217,548 |
| Other income | 2 9 |
151 | 1 4 |
1 4 |
1 4 |
193 |
| Total Income | 19,338 | 52,452 | 52,316 | 52,688 | 60,285 | 217,741 |
| Payroll expenses | ||||||
| Expenses related to property | - | 762 | -762 | - | ||
| Other operating expenses | 3,309 | 5,304 | 4,016 | 4,462 | 11,845 | 25,627 |
| Total Expenses | 3,309 | 5,304 | 4,016 | 5,224 | 11,083 | 25,627 |
| Fair value adjustment on investment properties | 242,392 | 242,392 | ||||
| Operating profit (EBIT) | 16,029 | 47,149 | 48,300 | 47,465 | 291,593 | 434,506 |
| Finance income | 1,359 | 265 | 143 | 682 | -147 | 944 |
| Finance expenses | 8,303 | 24,716 | 19,840 | 76,641 | 30,600 | 151,797 |
| Currency expenses | - | 1,618 | -807 | 811 | ||
| Net Finance | -6,944 | -24,450 | -19,697 | -77,577 | -29,940 | -151,664 |
| Profit/(loss) before tax | 9,085 | 22,698 | 28,603 | -30,113 | 261,653 | 282,842 |
| Income taxes | 2,453 | 5,675 | 7,151 | -7,528 | 36,187 | 41,484 |
| Profit/(loss) for the period | 6,632 | 17,024 | 21,452 | -22,584 | 225,467 | 241,358 |
* For the period 27/11 to 31/12
| NOK thousands | 31-12-15 | 30-09-16 | 31-12-16 | ||
|---|---|---|---|---|---|
| Assets | |||||
| Investment property | 3,413,174 | 3,486,143 | 4,042,640 | ||
| Deferred tax assets | - | ||||
| Investment in subsidiaries | |||||
| Loans other companies | 21,214 | ||||
| Total non-current assets | 3,413,174 | 3,486,143 | 4,063,854 | ||
| Trade and other receivables | 10,607 | 77,348 | 9,416 | ||
| Cash and cash equivalents | 174,042 | 145,456 | 163,812 | ||
| Total current assets | 184,649 | 222,805 | 173,228 | ||
| Total assets | 3,597,823 | 3,708,947 | 4,237,082 | ||
| Equity and liabilities | |||||
| Share capital | 120,000 | 120,000 | 120,000 | ||
| Share premium | 1,264,959 | 1,264,959 | 1,264,959 | ||
| Retained earnings | 6,632 | 22,523 | 249,617 | ||
| Total equity | 1,391,591 | 1,407,482 | 1,634,576 | ||
| Borrowings | 1,698,190 | 2,001,409 | 2,416,177 | ||
| Deferred tax | 25,801 | 31,098 | 60,148 | ||
| Other non-current liabilities | 316,290 | 36,744 | 26,115 | ||
| Total non-current liabilites | 2,040,281 | 2,069,251 | 2,502,440 | ||
| Borrowings | 86,793 | 192,090 | 38,391 | ||
| Current tax payable | - | 60 | 970 | ||
| Other current liabilities | 79,158 | 40,064 | 60,704 | ||
| Total current liabilities | 165,952 | 232,214 | 100,066 | ||
| Total liabilities | 2,206,233 | 2,301,465 | 2,602,506 | ||
| Total equity and liabilities | 3,597,823 | 3,708,947 | 4,237,082 |
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