Quarterly Report • May 23, 2019
Quarterly Report
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Q1

RomReal is a Company focusing on the Romanian Real Estate market. Established in 2005 it owns premium properties in the Black Sea – Constanta region.


| EUR '000 | Q1 2019 | Q1 2018 |
|---|---|---|
| Operating Revenue | 97 | 6,779 |
| Operating Expenses | (162) | (231) |
| Other operating income/ (expense), net | 134 | (6,620) |
| Net financial income/(cost) | (1,037) | (21) |
| Pre-tax result | (967) | (93) |
| Result for the period | (976) | (148) |
| Total assets | 19,671 | 21,152 |
| Total liabilities | 374 | 1,328 |
| Total equity | 19,297 | 19,770 |
| Equity % | 98.1% | 93.5% |
| NAV per share (EUR) | 0.47 | 0.47 |
| Cash position | 3,217 | 3,469 |
The Net Asset Value (NAV) decreased to EUR 19,297,000 at the end of Q1 2019 compared to EUR 19,603,000 at the end of Q1 2018.
| Asset base | Q1 2019 | Q1 2018 | ||||
|---|---|---|---|---|---|---|
| EUR '000 | EUR/ share |
NOK/share | EUR '000 | EUR/ share | NOK/share | |
| Investment property |
10,186 | 0.25 | 2.42 | 13,655 | 0.33 | 3.25 |
| Assets held for sale |
2,200 | 0.05 | 0.52 | 436 | 0.01 | 0.10 |
| Inventories | 2,552 | 0.06 | 0.61 | 2,690 | 0.07 | 0.64 |
| Cash | 3,217 | 0.08 | 0.77 | 3,789 | 0.09 | 0.90 |
| Other assets/(liabilities) |
1,141 | 0.03 | 0.27 | (799) | (0.02) | (0.19) |
| Net asset value | 19,297 | 19,770 | ||||
| NAV/Share | 0.47 | 4.59 | 0.48 | 4.71 | ||
| Change in NAV | -1.6% | -0.8% |
The average number shares used in the NAV calculation above is 41,367,783 shares and unchanged from Q1 2018.

The end of year 2018 independent valuation of the Company's property was executed by Knight Frank Romania. The property portfolio was evaluated in accordance with the ANEVAR Valuation Standards 2013, which include the International Valuation Standards, issued by the IVSC in 2011. The valuation also complies with the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB); and it is performed in accordance with the RICS Valuation Standards, 8th edition.
| EUR '000 Y/E 2013 | Y/E 2014 | Y/E 2015 | Y/E 2016 | Y/E 2017 | Y/E 2018 | Q1 2019 | |
|---|---|---|---|---|---|---|---|
| Property value | 29,304 | 30,797 | 28,736 | 32,787 | 23,419 | 14,962 | 12,386 |
| NAV | 21,671 | 19,916 | 18,089 | 19,369 | 19,930 | 19,603 | 19,297 |
| Market cap | 7,623 | 7,541 | 7,933 | 11,052 | 12,100 | 11,848 | 9,495 |
| Market cap/NAV | 35% | 38% | 44% | 57% | 61% | 60% | 49% |

| EUR '000 | Q1 2019 | Q1 2018 |
|---|---|---|
| Net cash flow from operating activities | (552) | (181) |
| Net cash flow used in investing activities | 300 | 465 |
| Net cash flows from financing activities | - | - |
| Net cash change during period | (252) | 284 |
Operating cash flow for Q1 2019 was negative EUR 252,000 compared to a positive EUR 284,000 in the same quarter last year. The net negative change is mainly driven by the operating expenses. The net cash from investing activities includes the receipt of the monthly agreed payments related to the sale of the Alexadriei plot.
The flash estimate of Q1 2019 GDP posted a 1.3% sequential advance, translating into a 5.0% year-on-year expansion, compared to the ING and Bloomberg consensus of 4.1%.
The Romanian GDP expanded 5.0 percent year-on-year in the first quarter of 2019, following a 4.1 percent growth in the previous period and easily beating market expectations of 3.9 percent, a preliminary estimate showed. It was the strongest GDP growth rate since the fourth quarter 2017. On a seasonally adjusted quarterly basis, the economy advanced 1.3 percent in the first quarter, compared to an upwardly revised 1.0 percent expansion in the prior quarter. GDP
Annual Growth Rate in Romania averaged 3.20 percent from 1996 until 2018, reaching an all-time high of 12.60 percent in the fourth quarter of 2004 and a record low of -7.40 percent in the third quarter of 1997.
RomReal Limited [first quarter 2019] Page 4 of 15

On the demand side, it is expected that the household consumption was very strong as suggested by the retail sales data, while investments and net exports are likely to have negative contributions. On the supply side, services continued to be the main contributor to the sequential growth. High frequency data points to a negative contribution from industry and a positive contribution from the construction sector.

According to the National Bank of Romania May 2019 report, the annual CPI inflation rate saw its downward path come to a halt in early 2019, reaching 3.83 percent in February, i.e. above the variation band of the flat target of 2.5 percent ±1 percentage point, and 4.03 percent in March, i.e. 0.76 percentage points above the end-2018 level. Except for administered prices, all major groups of goods and services in the CPI basket triggered this change.
The average annual CPI inflation rate calculated based on national methodology entered a downward trend in the first three months of 2019, reaching 4.4 percent in March. At the same time, the average annual HICP inflation rate stood further at 4.1 percent, with the differential versus the EU-wide average remaining above 2 percentage points.
According to the baseline scenario of BNR, the annual CPI inflation rate will reach 4.2 percent at end-2019 and 3.3 percent at end-2020.


The Romanian housing market remains robust, but there are some uncertainties ahead. The house prices continue to rise, at a much slower pace compared with previous years. Demand is somewhat weakening, amidst rising interest rates. Economic growth, while it remains robust, has decelerated compared to the previous year. Nonetheless, all the segments of Romania's real estate market are likely to perform well over the next two years, but the regulatory predictability becomes a key problem in the context of the Government's new fiscal measures, according to the real estate consultancy firm Colliers International.
Office market: More than 350,000 square meters of new office space will be delivered in 2019 and the total value of real estate deals could exceed EUR 1 billion, according to Colliers estimates. The non-occupancy rate rising from 9%-10% currently to maybe 13% by year-end 2019 occurs amid robust supply, therefore it is not a major concern.
Retail Market: After recording the strongest private consumption growth in the major EU states in recent years, Romania is on the map of retailers. With low vacancy rates and consistent interest from retailers, developers have been focusing to increase the retail stock significantly, with the 2019- 2020 pipeline (nearing half a million sqm) more than double the deliveries in 2017-2018. Also, while for the first time in some years, rents went up 2018, with a heavy delivery calendar, it will be difficult to replicate this in 2019.
Industrial Market: The warehouse segment has witnessed its best couple of years ever in terms of deliveries, with manufacturing activities also faring nicely. The modern warehouse spaces stock expanded about 40% in 2017-2018, to over 4.2 million sqm nationwide, but activity is likely to cool a bit in 2019. Outside Bucharest, towns in central and western Romania will likely remain more active, but economic hubs like Ploiesti, Iasi or Constanta are also expected to do well. As Romania has been in the spotlight on a regional level, it is not excluded to see some notable new entries in 2019 (some global names).
Land Market: Last year was similar to 2017 in terms of market activity for the land market, but amid some higher prices (and a few big deals), market turnover increased by circa 17%, to a new post-crisis high. Several major deals remain in various negotiation phases, but given the slower projected path for the economy as well as potential troubles in the residential market, new demand might be a bit lower in 2019 than in the previous years. Nonetheless, attractive land plots in big cities will still see sufficient demand; other trends (like retailers focusing on smaller towns; office developers looking at big regional hubs) will remain valid. Prices look set to remain more or less the same, with increases only for very good plots.
Residential Market: The residential market was already slowing down in 2018 as the central bank's tightening measures (starting late 2017) kicked in. A further setback is expected to come from the new debt limits for loans promoted by the central bank starting this year. Even though consumers have more money amid rising disposable income, a wait-and-see mood might prevail given the context. Furthermore, the tighter lending conditions might also shut off some customers from loans.

The following operational highlights took place during the quarter:
Lake Side (No.1 on the table) – Works for implementing the roads and utilities have commenced in November 2018. All permits including the main permit from the gas supplier, have been obtained.
The estimated cost for improving the plot's marketability and total value is estimated to EUR 1.5-1.6 million plus the amount of EUR 200,000 that is necessary to comply with the new regulations concerning water waste Management and electricity supply. By the end of Q1 the Company has invested EUR 641,000 in infrastructure works. The Company is now increasing sales and marketing efforts towards the important Summer season.
Oasis (No. 3 on the table) – The new Planning Permission (PUZ) was approved during Q1 2019. The Company is presently marketing the plots and existing houses on the market.
Industrial Park (No. 4 on the table) – The conditional sale of 1.5 hectares to an investor for a total amount of EUR 630,000 has reached a final agreement. A prepayment has already been received and the Company has by end of first quarter invested EUR 62,000 in roads and utilities, to improve the marketability of the rest of the plot. The new owner of 1.5 hectares is a highly regarded Company underlining the attractiveness of the project.
Balada Market (No. 6 on the table) – The Company and the buyer have now obtained the final authorisation from the Municipality. The closing has been delayed until 1st of October 2019.
Badulescu plot (No. 2 on the table) – The new urbanistic plan is presently under implementation. The purpose of this modification is to improve the site and road logistics as well as the attractiveness of the project. It is estimated that the new urbanistic plan will be finalised in Q4 2019 since the Company is waiting for the general urbanistic plan of the municipality to be implemented.
Gunaydin plot (No.5 on the market) – The plot is being actively promoted; no satisfactory bid has been received so far.
As mentioned in previous quarterly reports, during the latest routine tax audit performed at the level of RomReal Romanian subsidiary Westhouse Group, covering the period 1 January 2011 – 31 December 2016, the tax authorities reassessed the loans granted by RomReal Ltd to Westhouse Group as contribution to share capital instead of inter-Company loans. In this respect, the Company received the tax audit report and the corresponding tax assessment decision, whereby the tax authorities imposed an extraordinary tax-bill on the Company, in excess of EUR 1.7m (including penalties), as profit tax for the period covered by the tax audit.
• On 18th July 2018 the Company managed to obtain the suspension of the Tax Authority Decision, until a binding Court decision regarding the contestation is obtained. On 18th July 2018, Constanta Court of Appeal ordered that no attachments to the bank accounts and/or lands belonging to Westhouse Group should take place. On 12th April 2019 the Company has received the decision issued by Tax Authority which rejected the appeal filed by the Company. The Company is drafting, with the assistance of among others EY, the appeal to the Court against the decision of tax Authority with deadline 12 June 2019.

The Company's land bank consists at the end of Q1 2019 of 6 plots with a total size of 278,290 sqm:
| Plot name | Location | Size (m2) |
|---|---|---|
| 1 Ovidiu Lakeside | Constanta North/Ovidiu | 59,779 |
| 2 Badulescu plot | Constanta North/Ovidiu | 50,000 |
| 3 Ovidiu (Oasis) | Constanta North/Ovidiu | 24,651 |
| 4 Centrepoint | Constanta North/Ovidiu | 121,672 |
| 5 Gunaydin plot | Constanta North/Ovidiu | 15,000 |
| 6 Balada Market | Central Constanta | 7,188 |
| Total | 278,290 |
*(1) Sale agreed, closing still to be completed
Please see below the list of the top 20 shareholders in RomReal as of 17 May 2019:
| Shareholder | Holding | Stake | |
|---|---|---|---|
| 1 | SIX SIS AG | 10,335,934 | 24.99% |
| 2 | GRØNSKAG, KJETIL | 4,414,629 | 10.67% |
| 3 | SAGA EIENDOM AS | 3,262,976 | 7.89% |
| 4 | THORKILDSEN DØDSBO, KAY TØNNES | 3,071,656 | 7.43% |
| 5 | THORKILDSEN, WENCHE SYNNØVE | 2,344,100 | 5.67% |
| 6 | AUSTBØ, EDVIN | 2,108,500 | 5.10% |
| 7 | Danske Bank A/S | 1,452,995 | 3.51% |
| 8 | ENERGI INVEST A/S | 1,122,941 | 2.71% |
| 9 | ORAKEL AS | 1,101,000 | 2.66% |
| 10 | SPAR KAPITAL INVESTOR AS | 940,236 | 2.27% |
| 11 | THORKILDSEN INVEST AS | 829,478 | 2.01% |
| 12 | PERSSON, ARILD | 718,000 | 1.74% |
| 13 | GRØNLAND, STEINAR | 712,675 | 1.72% |
| 14 | HOEN, ANDERS MYSSEN | 689,557 | 1.67% |
| 15 | Skandinaviska Enskilda Banken S.A. | 628,832 | 1.52% |
| 16 | JONAS BJERG PENSION PLAN, NTS TRUSTEES LTD | 558,306 | 1.35% |
| 17 | SILJAN INDUSTRIER AS | 481,480 | 1.16% |
| 18 | MAGDAHL, AKSEL | 477,477 | 1.15% |
| 19 | CLEARSTREAM BANKING S.A. | 438,703 | 1.06% |
| 20 | BNP Paribas Securities Services | 406,856 | 0.98% |
| Total Top 20 | 36,096,331 | 87.26% |
(1) This is the Top 20 Shareholder list as per 17 May 19
(2) The total issued number of shares issued at end Q1 2019 was 41,367,783.
(3) Thorkildsen Invest AS is a Company controlled by RomReal Kay Thorkildsen family.
(4) Chairman Kjetil Grønskag owns directly and indirectly 4,414,629 shares corresponding to 11%.

(5) The above list is the 20 largest shareholders according to the VPS print out; please note that shareholders might use different accounts and account names, adding to their total holding.
According to the strategy, RomReal is focusing on land value enhancing activities in order to improve shareholders' value and exit. This includes, among others, increased sales & marketing efforts, when necessary advanced infra-structure investments and engaging more resources into regulation processes. The ongoing tax dispute adds uncertainty and reduces the financial flexibility somewhat and is expected to drag out for a couple of years.
The Company has signed three conditional sales agreements and is involved in several potential sales processes. One of the three conditional sales agreements is related to the Company's most important project, Lake Side. The buyer of 1.5 hectares is a highly regarded Company, underlining the attractiveness of the Industrial Park.
Due to new laws and regulations among others on Bermuda, RomReal Ltd as a Bermuda Company, would likely initiate a process to change holding company residence during 2019.

The condensed consolidated interim financial statements for the first quarter of 2019, which have been prepared in accordance with IFRS as adopted by EU and IAS 34 Interim Financial Reporting, give a true and fair view of the Company's consolidated assets, liabilities, financial position and results of operations. The accounting policies applied in the preparation of the quarterly result are consistent with the principles applied in the financial statements for the year to 31 December 2018. The financial statements have been prepared on a going concern basis.
To information presented in the interim report for the first quarter of 2019 includes a fair review of important events that have occurred during the period and their impact on the condensed financial statements, the principal risks and uncertainties for the remaining of 2019, and major related party transactions.
The interpretations below refer to comparable financial information for Q1 2019 and Q1 2018. They are prepared for RomReal on a consolidated basis and use consistent accounting policies and treatments.
The operating revenue during Q1 2019 was EUR 97,000 compared to a total of EUR 6,779,000 reported in Q1 2018. This consists of the rent earned by the Company in respect of some of the plots as well as the revenue resulting out of the sales of some small plots.
Total operating expenses amounted to a negative EUR 162,000 in Q1 2019 compared to a total negative EUR 231,000 in Q1 2018. The main cost element relates to the general and administrative expenses of EUR 130,000. Of the remaining operating expenses, the payroll costs were EUR 45,000, while the Management fees were EUR 27,000.
The other operating income/ (expense) during the quarter were a gain of EUR 134,000, reflecting mainly the movement in the EUR/RON exchange rate.
During Q1 2019, RomReal generated an operating gain of EUR 69,000, compared to a loss of EUR 72,000 in Q1 2018.
Foreign exchange result for Q1 2019 was a net loss of EUR 1,038,000 compared to a net foreign exchange loss of EUR 22,000 in Q1 2018. During the quarter the RON lost 2.12% to the EUR.
RomReal Limited [first quarter 2019] Page 10 of 15

The Company's policy is to hedge these effects by retaining most of its cash in Euros and also by denominating all receivables in Euros. Although not reflected from an accounting perspective, practice in real estate is that transactions are denominated in EUR and payments made at the exchange rate ruling at the date of payment, hence reducing the risk of cash losses due to exchange rate movements.
The result before tax in Q1 2019 was a loss of EUR 967,000 compared to a loss before tax of EUR 93,000 in Q1 2018.
The Company's cash and cash equivalents position at end of Q1 2019 was EUR 3,217,000 compared to EUR 3,469,000 as at end of Q4 2018. In addition, a total of EUR 753,000 in outstanding payments related to binding sales agreements, totalling about EUR 4 million.
| No | Plot name | Location | Plot size (sqm) |
Book value December 2018(Eur) |
Agreed sale value (EUR) |
Installments received@ 07/05/2019 |
To cash 2019 |
To cash 2020 |
To cash 2021 |
|---|---|---|---|---|---|---|---|---|---|
| 1 | Alexandriei plot | Bucharest sector 5 |
13,263 | 875,000 | 1,850,000 | 1,500,000 | 200,000 | 150,000 | |
| 2 | Lakeside plot 15 | Ovidiu Constanta Ovidiu |
302 | 33,220 | 58,000 | 21,423 | 36,577 | ||
| 3 | Ind Park 3 plots | Constanta | 15,834 | 205,842 | 630,000 | 63,000 | 567,000 | ||
| 4 | Balada market | Constanta | 7,188 | 2,200,000 | 2,500,000 | 150,000 2,350,000 | |||
| Total | 36,587 | 3,314,062 | 5,038,000 | 1,734,423 2,586,577 | 567,000 | 150,000 |
The Company is required to calculate its current income tax at a flat rate of 16%. Starting 2013, based on turnover thresholds, some companies in the Group are subject to a while some are subject to 1% tax calculated on total revenue. This is the case for 7 of the Group companies (1 pays 1% tax and 6 of them 3% tax) while 3 of them are subject to 16% on taxable profits.
The Company accounts for deferred tax on all movements in the fair values of its investment properties at a flat rate of 16%. Any change in the deferred tax liability or change in the deferred tax asset is reflected as an element of income tax in the profit and loss statement. The Company recognises deferred tax asset for the amount of carried forward unused tax losses to the extent that it is probable that future taxable profits will be available against which the unused tax losses can be utilised.
The Company is currently the subject of a tax dispute for a total amount of EUR 1.7 million. The Company assesses the possible obligation as contingent and has therefore not booked any provision in this respect.
| Q1 2019 | Q1 2018 | |
|---|---|---|
| Rent revenue | 38 | 40 |
| Revenue from sale of assets | 58 | 6,739 |
| Operating revenue | 97 | 6,779 |
| Payroll expenses | (45) | (43) |
| Management fees | (27) | (25) |
| Inventory (write off)/reversal | 40 | (5) |
| General and administrative expenses | (130) | (158) |
| Operating expenses | (162) | (231) |
| - | ||
| Profit/ (loss) before other operating items | (65) | 6,548 |
| Other operating income/(expense), net | 134 | (6,620) |
| Profit from operations | 69 | (72) |
| Financial income | 6 | 4 |
| Financial costs | (5) | (3) |
| Foreign exchange, net | (1,038) | (22) |
| - | ||
| Result before tax | (967) | (93) |
| Tax expense | (9) | (55) |
| Result of the period | (976) | (148) |
Figures in thousand EUR
| ASSETS | March 31, 2019 | December 31, 2018 |
March 31, 2018 |
|---|---|---|---|
| Non-current assets | |||
| Investment properties | 10,186 | 10,222 | 13,655 |
| Property, plant and equipment | 79 | 85 | 85 |
| Deferred tax asset | 119 | 121 | 121 |
| Total non current assets | 10,384 | 10,428 | 13,861 |
| Current assets | |||
| Inventories | 2,552 | 2,504 | 2,690 |
| Other short term receivables | 1,278 | 1,389 | 321 |
| Prepayments | 39 | 29 | 55 |
| Cash and cash equivalents | 3,217 | 3,469 | 3,789 |
| Total current assets | 7,087 | 7,391 | 6,855 |
| Assets held for sale | 2,200 | 2,200 | 436 |
| TOTAL ASSETS | 19,671 | 20,020 | 21,152 |
| EQUITY AND LIABILITIES | March 31, 2019 | December 31, 2018 |
March 31, 2018 |
| Equity | |||
| Share capital | 103 | 103 | 103 |
| Contributed surplus | 87,117 | 87,117 | 87,117 |
| Other reserves | 160 | 160 | 425 |
| Retained earnings | (69,808) | (69,450) | (69,450) |
| Result of current period | (976) | (360) | (148) |
| FX reserve | 2,700 | 2,032 | 1,743 |
| Total equity | 19,297 | 19,603 | 19,770 |
| Non current liabilities | |||
| Deferred income tax | 105 | 100 | 157 |
| Total non current liabilities | 105 | 100 | 157 |
| Current Liabilities | |||
| Other payables | 97 | 124 | 128 |
| Deferred income | 172 | 193 | 107 |
| Tax payable | 0 | 0 | 990 |
Total current liabilities 269 317 1,225 TOTAL EQUITY AND LIABILITIES 19,671 20,020 21,152

| Figures in thousand EUR | ||||
|---|---|---|---|---|
| -- | -- | ------------------------- | -- | -- |
| March 31, 2019 | December 31, 2018 |
March 31, 2018 |
|
|---|---|---|---|
| Profit for the year | (976) | (339) | (148) |
| Other comprehensive income | |||
| Exchange differences on translation of foreign operations | 668 | 284 | 424 |
| Other comprehensive income for the year, net of tax | 668 | 284 | 424 |
| Total comprehensive income for the year, net of tax | (308) | (55) | 276 |
| Figures in thousand EUR | |||
|---|---|---|---|
| March 31, 2019 | December 31, | March 31, | |
| 2018 | 2018 | ||
| Net cash flow from operating activities | (552) | (1,858) | (181) |
| Net cash flow from investing activities | 300 | 1,822 | 465 |
| Net cash flows from financing activities | - | - | - |
| Net cash change during period | (252) | (36) | 284 |
| Cash at beginning of period | 3,469 | 3,505 | 3,505 |
| Cash and cash equivalents at end of the period | 3,217 | 3,469 | 3,789 |
| Figures in thousand EUR | |||
|---|---|---|---|
| March 31, 2019 | December 31, 2018 |
March 31, 2018 |
|
| Equity at the beginning of the period | 19,603 | 19,930 | 19,930 |
| Result for the period | (976) | (339) | (148) |
| Other changes | 670 | 12 | (12) |
| Equity at the end of the period | 19,297 | 19,603 | 19,770 |

RomReal Limited Postal address: Burnaby Building, 16 Burnaby street, Hamilton HM11, Bermuda Telephone: Tel- +1-441-293-6268 Fax +1-441-296-3048 | www.RomReal.com
Visiting address: 54 Cuza Voda street, Constanța, Romania Tel: +40-241-551488 Fax: +40-241-551322
IR Harris Palaondas +40 731123037 | [email protected]
For further information on RomReal, including presentation material relating to this interim report and financial information, please visit www.RomReal.com.
The information included in this Report contains certain forward-looking statements that address activities, events or developments that RomReal Limited ("the Company") expects, projects, believes or anticipates will or may occur in the future. These statements are based on various assumptions made by the Company, which are beyond its control and are subject to certain additional risks and uncertainties. The Company is subject to a large number of risk factors including but not limited to economic and market conditions in the geographic areas and markets in which RomReal is or will be operating, counterparty risk, interest rates, access to financing, fluctuations in currency exchange rates, and changes in governmental regulations. For a further description of other relevant risk factors, we refer to RomReal's Annual Report for 2018. As a result of these and other risk factors, actual events and our actual results may differ materially from those indicated in or implied by such forward-looking statements. The reservation is also made that inaccuracies or mistakes may occur in the information given above about current status of the Company or its business. Any reliance on the information above is at the risk of the reader, and RomReal disclaims any and all liability in this respect.
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