Quarterly Report • Feb 28, 2018
Quarterly Report
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Q4
COMBINED REPORT FOR PIONEER PROPERTY GROUP ASA AND PIONEER PUBLIC PROPERTIES AS
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 153 properties centrally located in the large cities in Norway, Sweden and Finland. The total portfolio houses a total of over fourteen thousand children. The properties are leased out on long-term triple-net contracts to leading 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, Gothenburg, Helsinki, and the greater Oslo area.
During the quarter, existing operations experienced a stable operating quarter.
No material events have occurred since the end of the quarter.
Total revenue in the fourth quarter of 2017 was MNOK 66.6, compared to MNOK 60.3 in the fourth quarter of 2016. The increase is due to the acquisition of new properties during 2017, the majority in Finland.
Operating profit (EBIT) in the quarter was MNOK 257.4 and pre-tax profit was MNOK 252.8, compared to MNOK 297.1 and MNOK 267.9 in the fourth quarter of 2016, respectively. Profitability in Q4 was significantly positively impacted by fair value adjustment of properties of MNOK 198, on the back of PPG's end-of-year updated market value analysis of the portfolio.
At the end of the quarter PPG executed the quarterly dividend to holders of preference shares, technically a repayment of share capital – in total NOK 1.875 per preference share. The next dividend to preference shareholders is scheduled for the end of the first quarter 2018. See the company's website for updated financial calendar information.
At the end of the quarter PPG had total assets of MNOK 4,874, where Investment Properties were valued at MNOK 4,723, and with a cash balance of MNOK 139. Total debt was MNOK 2,948 with total equity of MNOK 1,925.
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 2017. The corrections are: Fair value adjustment of investment properties has increased by MNOK 5 from MNOK 242 to MNOK 247, and profit before tax has increased correspondingly from MNOK 285 to MNOK 291. Deferred tax has increased from MNOK 52 to MNOK 70. Total difference in pro-forma and reported 2016 profit after tax is MNOK 13, and equity is MNOK 27.
The financial statements have been drawn up in accordance with International Standards for Financial Reporting (IFRS). The consolidated accounts for the quarter were compiled in accordance with IAS 34 - Interim Financial Reporting. This financial report is an update since the last published report, which is the annual report of 2016, and is therefore intended to be read in conjunction with the annual report of 2016.
We confirm, to the best of our knowledge, that the set of financial statements for the period 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.
27 February 2018
Roger Adolfsen Chairman
Sandra Henriette Riise Geir Hjort Board Member Board Member
Board Member Board Member
Even Carlsen Nina Hjørdis Torp Høisæter
| NOK thousand | Note | Q1 17 | Q2 17 | Q3 17 | Q4 17 | YTD 2017 | 2016 | Q1 16 | Q2 16 | Q3 16 | Q4 16 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Total Income | 61,431 | 61,607 | 66,057 | 66,612 255,706 217,741 | 52,452 | 52,316 | 52,688 | 60,285 | |||
| Expenses related to property | 8 | 762 | -762 | ||||||||
| Payroll expenses | 15 | 90 | 113 | 113 | 113 | 428 | 450 | 263 | 188 | ||
| Other operating expenses | 8 | 7,446 | 6,601 | 7,655 | 7,427 | 29,129 | 27,302 | 5,962 | 4,768 | 4,986 | 11,586 |
| Total Expenses | 7,537 | 6,714 | 7,768 | 7,539 | 29,557 | 27,752 | 5,962 | 4,768 | 6,010 | 11,012 | |
| Fair value adjustment, properties | 12 | - | - | - | 198,325 | 198,325 | 245,077 | - | - | - | 245,077 |
| Operating profit (EBIT) | 53,894 | 54,893 | 58,289 257,397 424,474 435,066 | 46,490 | 47,547 | 46,678 294,350 | |||||
| Finance income | 13 | 1,424 | 741 | 550 | -948 | 1,767 | 2,707 | 631 | 688 | 918 | 469 |
| Finance expenses | 13 | 29,354 | 29,320 | 29,089 | 26,381 114,144 123,891 | 24,284 | 22,793 | 71,068 | 5,747 | ||
| Other financial expenses | 13 | - | - | - | 24,672 | - | 24,672 | ||||
| Currency | 13 | 1,615 | 11,662 | -3,187 -22,709 -12,619 | 812 | 1,618 | -807 | ||||
| Net Finance | -29,545 -40,242 -25,351 | -4,620 -99,758 -146,668 -23,653 -22,105 -71,768 -29,143 | |||||||||
| Profit/(loss) before tax | 24,348 | 14,652 | 32,938 252,778 324,716 288,397 | 22,838 | 25,443 -25,089 265,206 | ||||||
| Income taxes | 10 | 5,844 | 3,516 | 7,905 | 68,381 | 85,646 | 97,002 | 5,709 | 6,361 | -6,272 | 91,204 |
| Profit/(loss) for the period | 18,505 | 11,135 | 25,033 184,396 239,069 191,395 | 17,128 | 19,082 -18,817 174,002 |
| NOK thousand | Note | Q1 17 | Q2 17 | Q3 17 | Q4 17 | YTD 2017 | 2016 | Q1 16 | Q2 16 | Q3 16 | Q4 16 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Profit/(loss) for the period | 18,505 | 11,135 | 25,033 184,396 239,069 191,395 | 17,128 | 19,082 -18,817 174,002 | ||||||
| Total other income, net of tax | - | - | - | - | - | - | - | - | - | - | |
| Comprehensive income for the period | 18,505 | 11,135 | 25,033 | 184,396 | 239,602 | 191,395 | 17,128 | 19,082 | -18,817 | 174,002 | |
| Profit or loss for the period attributable to | |||||||||||
| All shareholders of PPG ASA | 18,505 | 11,135 | 25,033 | 135,646 | 190,852 | 191,395 | 17,128 | 19,082 | -18,817 | 174,002 | |
| Comprehensive income for the period attributable to | |||||||||||
| Ordinary shareholders of PPG ASA | 6,317 | -1,052 | 12,845 | 123,459 | 142,102 | 142,645 | 4,941 | 6,894 | -31,005 | 161,815 | |
| Earnings per share (NOK) | |||||||||||
| Basic earnings per preference share | 6 | 1.88 | 1.88 | 1.88 | 1.88 | 1.88 | 1.88 | 1.88 | 1.88 | 1.88 | 1.88 |
| Basic earnings per ordinary share | 6 | 0.644 | -0.107 | 1.309 | 12.579 | 14.479 | 14.534 | 0.503 | 0.702 | -3.159 | 16.487 |
| Dividend per preference share | 6 | 1.88 | 1.88 | 1.88 | 1.88 | 1.88 | 1.88 | 1.88 | 1.88 | 1.88 | 1.88 |
| Dividend per ordinary share | 6 | 5.00 |
| NOK thousands | Note | 31-12-17 | 31-12-16 |
|---|---|---|---|
| Assets | |||
| Investment property | 12 | 4,722,894 | 4,042,640 |
| Other investment | 8,885 | ||
| Other non-current assets | 1,000 | 6,492 | |
| Total non-current assets | 4,732,780 | 4,049,132 | |
| Trade and other receivables | 16 | 1,938 | 9,574 |
| Cash and cash equivalents | 7 | 138,815 | 349,733 |
| Total current assets | 140,752 | 359,307 | |
| Total assets | 4,873,532 | 4,408,439 | |
| Equity and liabilities | |||
| Share capital | 17 | 16,314 | 16,314 |
| Share premium | 17 | 1,487,326 | 1,548,585 |
| Retained earnings | 419,483 | 230,224 | |
| Non-Controlling interest | 2,484 | ||
| Total equity | 1,925,607 | 1,795,124 | |
| Borrowings | 9 | 2,637,759 | 2,416,177 |
| Deferred tax | 10 | 170,215 | 105,008 |
| Other non-current liabilities | 1,216 | 9,339 | |
| Total non-current liabilites | 2,809,190 | 2,530,525 | |
| Borrowings | 9 | 69,490 | 38,391 |
| Current tax payable | 10 | 20,731 | 7,891 |
| Other current liabilities | 48,515 | 36,508 | |
| Total current liabilities | 138,735 | 82,790 | |
| Total liabilities | 2,947,925 | 2,613,315 | |
| Total equity and liabilities | 4,873,532 | 4,408,439 |
| Attributable to owners of the parent | ||||||
|---|---|---|---|---|---|---|
| Share | Retained | Total Equity | ||||
| NOK thousands | Share capital | premium | earnings | |||
| Balance at 1 January 2016 | 16,314 | 1,585,201 | 36,110 | 1,637,625 | ||
| Other changes | 2,719 | 2,719 | ||||
| Profit/(loss) for the period | 191,395 | 191,395 | ||||
| Total comprehensive income for the period | 0 | 0 | 191,395 | 191,395 | ||
| Reduction of share capital | 0 | |||||
| Divided | (36,616) | (36,616) | ||||
| Transactions with owners | 0 | (36,616) | 0 | (36,616) | ||
| Balance at 31 December 2016 | 16,314 | 1,548,585 | 230,224 | 1,795,124 | ||
| Other changes | 1,686 | 1,686 | ||||
| Profit/(loss) for the period | 239,069 | 239,069 | ||||
| Exchange differences from foreign operations | 533 | 533 | ||||
| Divided | (61,260) | -48,750 | (110,010) | |||
| Other changes | (795) | (795) | ||||
| Total comprehensive income for the period | 0 | (61,260) | 191,743 | 130,483 | ||
| Balance at 31 December 2017 | 16,314 | 1,487,325 | 421,967 | 1,925,607 |
| NOK thousands | Note | 2017 | 2016 |
|---|---|---|---|
| Cash flows from operating activities: | |||
| Profit before income tax | 324,716 | 288,397 | |
| Adjustments for: | |||
| Fair value adjustments on investment property | -198,325 | -245,077 | |
| Finance expense net | 114,144 | 145,857 | |
| Taxes paid | -7,891 | ||
| Profit/loss on sale of fixed assets | 70 | ||
| Changes in working capital: | |||
| Trade receivables | 16 | -163 | 225 |
| Trade payables | 13,633 | 2,722 | |
| Other accruals | 702 | -68,892 | |
| Cash generated from operations | 246,816 | 123,301 | |
| Interest received | 2,707 | ||
| Interest paid | -114,144 | -123,891 | |
| Income tax paid | - | -7,279 | |
| Net cash generated from operating activities | 132,672 | -5,162 | |
| Cash flows from investing activities: | |||
| Proceeds from sale of properties | 1,237 | ||
| Purchase of property | 12 | -431,788 | -368,185 |
| Purchase of net other asset | -8,885 | ||
| Other long term receivables | |||
| Proceeds from sale of shares and bonds | -70 | ||
| Net cash used in investing activities | -440,673 | -367,018 | |
| Cash flows from financing activities: | |||
| Proceeds from debt to financial institutions | 9 | 262,252 | 1,676,110 |
| Repayments of debt to financial institutions | 9 | -67,347 | -1,112,963 |
| Dividends paid to owners of the parent | 6 | -97,822 | -36,563 |
| Net cash from financing activities | 97,083 | 526,584 | |
| Net change in cash and cash equivalents | -210,919 | 154,404 | |
| Cash and cash equivalents at beginning of period | 7 | 349,733 | 195,329 |
| Exchange gains/(losses) on cash and cash equivalents | |||
| Cash and cash equivalents at period end | 7 | 138,815 | 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 2017 to 31 December 2017.
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 fourth quarter report represents an update on new circumstances arising after the annual report of 2016, and is therefore intended to be read in connection with this report.
The 2017 and fourth quarter report has not been audited.
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. 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 2017 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 nonperformance by these counterparties.
| Exposure to credit risk at the end of the period: | 31-12-17 | 31-12-16 |
|---|---|---|
| Accounts receivable | 745 | 582 |
| Other Short term receivable | 1,192 | 8,992 |
| 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 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 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: | 31-12-17 | ||||
|---|---|---|---|---|---|
| < 3mnths | 3m-1y | 1y-2y | 2y-5y | >5y | |
| Borrowings (bank) | 17,313 | 52,177 | 70,142 | 908,036 | 669,172 |
| Interest on borrowings (bank) | 13,257 | 39,082 | 50,117 | 119,181 | 177,053 |
| Bond loans | - | - | - | 1,000,000 | - |
| Interest on bond loans | 15,600 | 46,800 | 62,400 | 85,800 | - |
| Other liabilities | 50,141 | 1,216 |
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 | 31-12-17 | 31-12-16 |
|---|---|---|
| Total borrowings | 2,707,249 2,454,569 | |
| Less: Cash and cash equivalents | 138,815 | 349,733 |
| Net debt | 2,568,434 2,104,836 | |
| Total equity | 2,020,649 1,795,124 | |
| Total capital | 4,589,083 3,899,960 | |
| Gearing ratio | 56% | 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-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:
| NOK thousand | Norway | Sweden | Finland | Group |
|---|---|---|---|---|
| Income from rent | 226,232 | 2,961 | 26,338 | 255,531 |
| Other income | 56 | - | 119 | 175 |
| Total Income | 226,288 | 2,961 | 26,457 | 255,706 |
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 Investment 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 the end of year 2017 a valuation report was commissioned from Newsec. The fair value adjustment in the fourth quarter is based on the new aggregate market value of the investment properties from this report.
The group has no contingent liabilities or commitments as of 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.
| Calculation of earnings per share for the period | 31-12-17 | 31-12-16 |
|---|---|---|
| Net profit | 239,069,492 | 220,834,377 |
| Less pref share dividends | -48,750,000 | -48,750,000 |
| Profit attributable to ord shares | 190,319,492 | 172,084,377 |
| Weighted avg ord shares | 9,814,470 | 9,814,470 |
| EPS to ord shares | 19.39 | 17.53 |
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 was paid out NOK 49 072 350 in an extraordinary dividend to the ordinary shareholders. This was done partly by repaying some of the share premium.
| Cash and cash equivalents | 31-12-17 | 31-12-16 |
|---|---|---|
| Bank deposits | 138,815 | 349,733 |
| Total | 138,815 | 349,733 |
There are no restricted funds at the end of the period.
| Specification of other operating expenses | 31-12-17 | 31-12-16 |
|---|---|---|
| Management fee | 15,007 | 11,861 |
| Other operating expenses including management fee | 11,863 | 13,423 |
| Total other operating expenses | 26,870 | 25,284 |
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 | 31-12-17 | 31-12-16 |
|---|---|---|
| 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 | 2,637,759 2,416,177 | |
| NOK thousand | 31-12-17 | 31-12-16 |
| Current | ||
| Commercial bank loans | 36,479 | 7,356 |
| Husbank loans (state bank) | 33,011 | 31,036 |
| Bonds in Pioneer Public Properties AS | - | - |
| Total | 69,490 | 38,391 |
| NOK thousand | 31-12-17 | 31-12-16 |
| Total non-current and current | ||
| Commercial bank loans | 913,136 | 666,751 |
| Husbank loans (state bank) | 803,704 | 800,149 |
| Bonds in Pioneer Public Properties AS | 990,409 | 987,669 |
| Total | 2,707,249 2,454,569 |
The Group's major bank loans are with Husbanken, DnB, Swedbank and Danske Bank. The bank borrowings mature until 2035. Of the total bank borrowings per 31 December 2017 MNOK 1,395 is on a fixed rate and the remaining debt is on floating rates.
b) Bond loans
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 | 31-12-17 | 31-12-17 | ||
| PPP | 1,000,000 | 1,000,000NIBOR + 5,25 % 2016/2021 | ||
| Transaction costs | -13,701 | |||
| Amortization | 4,110 | |||
| Total bond | 990,409 | 1,000,000 | ||
| 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 recognized value of assets pledged as security for bank borrowings as per 31 December 2017:
| 31-12-17 | 31-12-16 | |
|---|---|---|
| Investment property | 4,722,894 4,042,640 | |
| Total pledged assets | 4,722,894 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 2017 income tax expense is 24%.
The following subsidiaries were purchased in 2017
| Company | Location | Percent |
|---|---|---|
| Vardefjellet Barnehageeiendom AS |
Norway | 100% |
| Kiinteistö Oy Ulvila | Finland | 100% |
|---|---|---|
| Hanhikkite 1 | ||
| Kiinteistõ Oy | Finland | 100% |
| Hyvinããn | ||
| Kirvesniehenkatu | ||
| 12 | ||
| Neskollen | Finland | 100% |
| Barnehageeiendom | ||
| AS |
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. On average, there are 16 years remaining on the lease agreements. All agreements are fully CPI-adjusted annually. The Group does not have any material 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 2016, PPG 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 for individual yield assumptions in Newsec's analysis was 5.00%, and a number of individual factors for each property were applied to assess the individual yield for the respective property/location. During the fourth quarter the Company has not experienced or seen any developments that should have a material impact on the total valuation levels of the properties.
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 236 million. If yield is changed by 1 per cent the book value of the properties change with MNOK -690, and with -0,5 MNOK 442. If the rent cahnged by +/- 5 per cent value of the properties change with MNOK 236
| NOK thousands | 2017 | 2016 |
|---|---|---|
| Interest income | 1,767 | 2,707 |
| Currency | -12,619 | 812 |
| Interest expense | 114,144 | 148,563 |
| Net financial items | 99,758 | 146,668 |
The Group had the following material transactions with related parties in the period:
| 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 | 40,881 | 39,099 | |
| Management fee to Pioneer Capital Partners AS including subsidiaries | 14,974 | 11,861 | |
| Purchase of shares from related parties (refer to note 11) | - | - | 100,127 |
| Receivables from related parties | 31-12-17 | 31-12-16 | |
| Kidsa Barnehager AS | 0 | 29,535 | |
| Kidsa Drift AS including subsidiaries | 0 | 0 |
Other 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 8 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.
As of 31.12.2017 the accrued compensation for the board members totals TNOK 450.
| 31-12-17 | 31-12-16 | |
|---|---|---|
| Trade Receivables | 745 | 583 |
| Other Receivables | 1,192 | 8,991 |
| Total Receivables | 1,937 | 9,574 |
None of the receivables are due.
| million | Ordinary shares |
Preference shares |
|---|---|---|
| At 31 December 2017 | 9.81 | 6.50 |
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
| 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% |
Properties are leased out on long term triple-net or doublenet 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
| 31-12-17 | 31-12-16 | |
|---|---|---|
| Within 1 year | 273,307 | 228,696 |
| Between 1 and 5 years | 1,148,992 | 961,445 |
| After 5 years | 3,304,107 3,072,581 |
No material subsequent events have occurres since the end of the year 2017
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 also presented in this document.
Total revenues in the quarter were MNOK 66.6, compared to MNOK 60.3 in the fourth quarter of 2016. The increase is due to the acquisition of new properties during 2017, the majority in Finland.
Operating profit (EBIT) in the quarter was MNOK 258 and pre-tax profit was MNOK 252, compared to MNOK 294 and MNOK 264 in the fourth quarter of 2016, respectively. Profitability in Q4 was significantly positively impacted by fair value adjustment of properties of MNOK 198, on the back of PPG's end-of-year updated market value analysis of the portfolio.
At the end of the quarter PPP had total assets of MNOK 4,839, where Investment Properties were valued at MNOK 4,723, and with a cash balance of MNOK 104. Total debt was MNOK 3,024 with total equity of MNOK 1,814.
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 2017. The corrections are: Fair value adjustment of investment properties has increased by MNOK 5 from MNOK 242 to MNOK 247, and profit before tax has increased correspondingly from MNOK 285 to MNOK 291. Deferred tax has increased from MNOK 52 to MNOK 70. Total difference in pro-forma and reported 2016 profit after tax is MNOK 13, and equity is MNOK 27.
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 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 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.
27 February 2018
Runar Rønningen Chairman
Roger Adolfsen Board Member
| NOK thousand | Q1 2017 | Q2 2017 | Q3 2017 | Q4 2017 YTD 2017 | 2016 | Q1 2016 | Q2 2016 | Q3 2016 | Q4 2016 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Income from rent | 60,333 | 61,593 | 66,043 | 67,562 255,531 | 217,548 | 52,302 | 52,302 | 52,674 | 60,270 | |
| Other income | 1,097 | 14 | 14 | -950 | 176 | 193 | 151 | 14 | 14 | 14 |
| Total Income | 61,431 | 61,607 | 66,057 | 66,612 255,707 | 217,741 | 52,452 | 52,316 | 52,688 | 60,284 | |
| Payroll expenses | ||||||||||
| Expenses related to property | - | 762 | -762 | |||||||
| Other operating expenses | 6,553 | 5,802 | 7,597 | 6,965 | 26,917 | 25,627 | 5,304 | 4,016 | 4,462 | 11,845 |
| Total Expenses | 6,553 | 5,802 | 7,597 | 6,965 | 26,917 | 25,627 | 5,304 | 4,016 | 5,224 | 11,083 |
| Fair value adjustment, properties | - | - | 198,325 198,325 | 245,077 | - | - | 245,077 | |||
| Operating profit (EBIT) | 54,877 | 55,805 | 58,460 | 257,972 427,115 | 437,191 | 47,149 | 48,300 | 47,465 | 294,278 | |
| Finance income | 1,109 | 538 | 443 | -1,294 | 796 | 944 | 265 | 143 | 682 | -146 |
| Finance expenses | 29,862 | 29,837 | 29,983 | 27,473 117,154 | 127,125 | 24,716 | 19,840 | 76,641 | 5,928 | |
| Currency | 1,615 | 11,759 | -3,052 | -22,941 -12,619 | 811 | - | 1,618 | -807 | ||
| Other financial expenses | -97 | -135 | 232 | - | 24,672 | 24,672 | ||||
| Net Finance | -30,367 | -40,961 | -26,353 | -6,058 -103,739 | -151,664 | -24,450 | -19,697 | -77,577 | -29,939 | |
| Profit/(loss) before tax | 24,510 | 14,844 | 32,108 | 251,915 323,376 | 285,527 | 22,698 | 28,603 | -30,113 | 264,339 | |
| Income taxes | 5,882 | 3,563 | 7,706 | 66,498 | 83,649 | 95,900 | 5,675 | 7,151 | -7,528 | 90,603 |
| Profit/(loss) for the period | 18,628 | 11,281 | 24,402 | 185,416 239,727 | 189,627 | 17,024 | 21,452 | -22,584 | 173,736 |
| NOK thousands | 31-12-17 | 31-12-16 |
|---|---|---|
| Assets | ||
| Investment property | 4,722,894 | 4,042,640 |
| Other investment | 8,885 | |
| Loans to other companies | 1,000 | 6,492 |
| Total non-current assets | 4,732,780 | 4,049,132 |
| Trade and other receivables | 1,600 | 9,416 |
| Cash and cash equivalents | 104,459 | 163,812 |
| Total current assets | 106,059 | 173,228 |
| Total assets | 4,838,839 | 4,222,360 |
| Equity and liabilities | ||
| Share capital | 120,000 | 120,000 |
| Share premium | 1,264,959 | 1,264,959 |
| Retained earnings | 427,003 | 208,521 |
| Non-controling interest | 2,484 | |
| Total equity | 1,814,445 | 1,593,480 |
| Borrowings | 2,637,760 | 2,416,177 |
| Deferred tax | 170,215 | 105,008 |
| Other non-current liabilities | 90,973 | 26,115 |
| Total non-current liabilites | 2,898,947 | 2,547,301 |
| Borrowings | 69,490 | 38,391 |
| Current tax payable | 20,420 | 7,149 |
| Other current liabilities | 35,537 | 36,039 |
| Total current liabilities | 125,447 | 81,580 |
| Total liabilities | 3,024,394 | 2,628,880 |
| Total equity and liabilities | 4,838,839 | 4,222,360 |
--- END OF REPORT ---
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