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Holmetjern Invest AS |
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Directors report |
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The nature of the business and the base of operations |
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Holmetjern Invest AS (hereafter the company or the Parent company) is a private sector limited liability investment company with the aim to invest in other companies, shares, securities and similar related ventures. The |
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company is headquartered in |
Trondheim, Norway |
. The Holmetjern Invest Group (hereafter the Group) mainly |
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consists of companies in the field of property development but has also investments within other industries. All the companies in the Group have a tax affiliation to Norway. |
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Financial review |
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During the fiscal year 2021 several of the Groups major real estate projects have made good progress and have been well received by the market. For most of our projects Holmetjern Invest AS has collaborated with local housing associations with the aim to create affordable, yet good-quality housing for the general population in these residential zones. In Trondheim, the regional housing association TOBB, has had a leading role in our major project: Overvik. In the region of Østfold/Viken our collaboration partner has been the regional housing association HABO. We have through the year had various Rent to Own projects in different regions, making it possible for more people to enter the housing market. |
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In Trondheim, the first phase of project Overvik was finalized during 2021 and the first residents have moved in the completed units. Phase 2 of the project consisting of 61 new units has begun, and completion is expected in 2023. The challenges related to the proposed changes to the zoning plans set by Trondheim Municipality caused major delays in the development of the Overvik area. |
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The Group decided to sell off portions of the project to other interested parties while still retaining ownership over the remaining area. This sale was concluded 6th of January 2022. Due to the uncertainty related to the future zoning status of the remaining area, the Group has depreciated the values of this part of the project Overvik in its balance sheet. |
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The Group continues to remain optimistic about further development of the Overvik area, as population of Trondheim Municipality is projected to only grow in the future, and the attractive location combined with easy access to the central areas in Trondheim makes Overvik extremely suitable for further residential development. |
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Holmetjern Invest AS has profitably divested all its interests in the project Opsahlhaven in the Hokksund region to Partum Eiendom AS. The project Yventunet at Sarpsborg has also been concluded with generally profitable results. |
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The Groups associated company Signature Wines AS, with its core business of importing and marketing carefully selected vintages of quality wines from all over the world had a record year in 2021. Established in 2018, Signature Wines AS has in three short years shown itself to be an unqualified success. |
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The Group has diversified its investment portfolio with acquisition of shares in two new companies, Storage Solutions AS and Norwegian Soda Company AS. Storage Solutions AS has as its core business short- and long-term rental of small- to medium-sized storage units in the b2c market. Norwegian Soda Company AS is a further expansion into the beverage industry by the Group, building on the previous successes of Signature Wines AS. Norwegian Soda Company is co-owned by the renowned master distiller Stig Bareksten, famous for his award-winning gins. Norwegian Soda Company aims to produce similarly high-quality mixers and tonics for the high-end beverage market. |
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This year, the Group has a very special situation due to the events that has affected the valuations of parts of Overvik. Therefore, the Board wishes to provide detailed information related to the annual accounts for 2021. Due to the City Council of Trondheim proposed changes in zoning for parts of the Overvik Area, the Group has, in line with the accounting principle of conservatism updated unaffiliated third-party valuations of its residential assets, leading to write-downs in the affected plots. Concurrently, the Group had signed a contract to sell off unaffected portions of the Overvik area, profits of which can already be seen in Q1 in 2022. The ledger value of these assets is still based on historical cost as of this reporting, and therefore the added value for these assets does not show until Q1 2022. As a consequence of this, negative effects are present in the 2021 reporting, while positive effects will not appear until 2022 reporting. The accompanying consolidated financial statement has been prepared with the assumption of going concern. As of 31.12.2021, the parent company and group have a negative working capital as the bond is maturing in June 2022. The Board is closely monitoring the situation and the responsibilities following § 3-4 and 3-5 in the Norwegian Limited Liability Companies Act. The Board are together with the Group management working towards a refinancing of the bond loans and are confident in reaching a sustainable debt structure going forward. Still, as no agreement has been made, the circumstances indicate that a material uncertainty exists that may cast doubt on the Company's ability to continue as a going concern. The transaction is profitable and will together with ongoing refinancing reduce the Groups debt significantly. This will strengthen the Groups equity and provide a solid basis for continued operations in the Group. For further information, please look at note 14 and 17 in the financial statements of the Group. Taken this to consideration, The Board believes that the annual accounts provide a true and fair view of the Groups and the company's assets and liabilities, financial position, and results. Management considers both the company's and the Group's liquidity to be good and will maintain to be good in the upcoming years, due to the sale of assets in 2022. |
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It is the Groups opinion that the Board has invested a lot of time and resources into rectifying the situation caused by Trondheim Municipality. In the second half of 2021, the Board has responded with several decisions to steady and correct the development, to the positive effect, including working with an agreement of partial sale of the Overvik Area, which is settled and finalized in Q1 2022. The Group is looking forward to the future, fiscal year 2022 is already shown good profits due to the large transaction regarding the partial sale of the Overvik area. The sales transaction improves the companys LTV (loan-to-value) considerably. As a result of the above, the company has an improved the LTV at the end of 2021 to 53,4%. Calculated as stipulated by the bond agreement and is therefore in improved compliance with its financial covenants since last report. |
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The Groups operating loss for 2021 was MNOK -250,4. In 2020 the Groups operating loss was MNOK -50,3. Holmetjern Invest AS has an equity of MNOK -29,9 and the Group's equity is at MNOK -248,6. As of 31.12.21, the equity ratio of Holmetjern Invest AS is -9,2%, compared to 18,1% in 2020. The equity ratio on the Group as of 31.12.21 is -37% compared to 7,0% in 2020. Total assets in Holmetjern Invest AS have decreased by MNOK 103,0 from 2020 to 2021. For the Group, assets have decreased by MNOK 289 from 2020 to 2021. The net loss and decrease in assets and equity ratio are due to the write-downs related to investments with exposure to Overvik, a write-down of the inventory related to Tech Damper AS affects the Groups accounts, and removal of the deferred tax assets from the Groups balance sheet. As a consequence of write-downs in assets related to parts of Overvik, there has been a write-down of receivables from associated companies and subsidiaries. If Trondheim Municipality decides to make parts of the regulated plots undevelopable for residential use, this will most likely incur a significant compensation claim towards the Trondheim Municipality from the companies affected by this decision. |
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The Group focuses on maintaining a good liquidity reserve, creating a healthy buffer for unexpected events. On the short term, majority of the Groups focus will be overseeing the maturation of its current investments and projects rather than exploring new ventures. A significant part of liquidity planning is also related to debt financing. The Group has a major obligation loan maturing in June 2022. The relatively low Loan to Value ratio across the Group and the long-established good relationship with the financial institutions involved provide a solid foundation for further developments. Furthermore, it should also be added that the fair value of the company's and the Group's assets are considerably higher than recorded in the ledgers, based on external thirds party valuations. These values will not show before 2022, when the sale process of Overvik is finalized. The Group is showing a profitable result and a significantly higher equity and lower borrowing costs in the first half of fiscal year 2022. |
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Overvik Partial sale and proposed changes in zoning |
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This report will focus on the project Overvik, situated in Trondheim, Norway. Overvik is a major investment for both the Group and the company. The Board has during Q3/Q4 been working on a major sale transaction regarding parts of Overvik, which was settled and finalized in Q1 2022. |
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Background |
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The City Council of Trondheim proposed in 2021 to revert several areas in Overvik back to LNF-zoning designation, thereby rendering them ineligible for further residential development. This is in breach of their previous resolution from May 2019, where the areas were zoned as suitable for residential development. The City Council has decided to stay their final decision until 2023 to coincide with the release of the new KPA, often referred as the Municipalitys master plan for urban development, forcing a temporary pause into the future planning and development of a part of the Overvik land area. The development projects already approved and initiated can be completed within the established timeframes. As an addendum to this report, please refer to previous reports issued by Holmetjern Invest AS and stock exchange notices during the last 12-16 months related to Overvik. |
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The parts of Overvik open for continued development are a considerable part of the total Overvik area. In total, this area measures ~190 000 sqm (190 decare) of land. Pursuant to a minimum requirement of 1 100 residential units can be constructed on this land, however the potential is higher. |
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Partial sale |
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The areas not affected by the proposed changes have been separated and sold to other interested parties in March 2022. The sale encompasses subsidiaries Overvik Utvikling AS, Overvik Panorama 1 AS and Overvik T1 AS. This represents a major shift in the Groups and the parent companys asset portfolio. The sale will be fully finalized in Q2 2022. As a consequence of the sale both the Group and the company debts and other liabilities will be significantly reduced. The areas under the threat of zoning reversal will remain within the ownership of the Group. |
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In connection with the publication of this financial report, the company has obtained updated unaffiliated third-party valuations of its residential assets, including for project Overvik. The reported valuation of Overvik represents a scenario where the remaining undeveloped areas are reverted to LNF designation as per Trondheim City Councils proposal. In order to address the risks associated with the areas under the threat of zoning designation reversal, the appraiser has included in their model that the development starts at a much later date as well as significant increase in the risk premium. The value of this part of the Overvik area has been substantially reduced. To accurately reflect this fact, the Group has during this fiscal year depreciated the ledger values of the associated assets in accordance with the principle of prudence as described in the relevant accounting standards. |
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The Group awaits for the final resolution from the Trondheim City Council before committing to a development strategy for the areas remaining under the Groups ownership. Regardless of the outcome of the resolution the Group is focused on obtaining highest possible return for shareholders investments. It is the Groups firm belief that the values stipulated by the third-party valuations is a fair representation of the market value of the Groups residential assets and thus illustrate a robust value foundation for the Groups shareholders, as the value of the Groups assets well exceed its liabilities. |
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The figure below summarizes the main projects in Holmetjern Invest AS and its subsidiaries and associated companies per 31.12.21. |
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Risk assessment |
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Operational risk |
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The greatest risk associated with residential development is a substantial increase in interest rates over long term. This reduces the sales of new homes through the reduction in availability of affordable home mortgage loans and thus negatively impact the result for the Group. Also, larger macroeconomic forces such as a significant increase in long term unemployment will impact the private markets willingness and ability to take up new loans. |
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Financial risk |
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The Group is exposed to general fluctuations in the pricing of residential real estate in Norway, but especially in major hubs such as in Trondheim. Further exposure to risk is incurred from factors related to construction costs and material prices, which have been under considerable stress as the global pandemic has affected supply chains and logistics. In general, the Group is focused on attracting experts in the whole value chain of real estate development, to ensure maintaining competence in-house. Due to this the Group can monitor the different risk categories within acceptable range in an effective and proactive manner. This allows for flexibility in the Groups response to perceived risks ensuring a prompt and efficient change of strategy should there be a major change in market conditions. |
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Liquidity risk |
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Prudent liquidity management ensures that the Group has sufficient liquid assets and cash flow available to honour its present and future liabilities. A substantial part of the Groups financing is provided by its shareholders and associated parties. Upon entering a project there is always a risk of the project having to raise more capital than in original projections. The process leading to material investment is therefore detailed and includes both the management and the board members before final decision is made. Liquidity prognosis is made on a frequent basis. |
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Interest rate risk |
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The Group's interest rate risk derives largely from long-term borrowings. Borrowings raised at variable rates expose the Group to interest rate fluctuations, which affect cash flow and liquidity. The Group has not entered any interest swap agreements since currently the short-term rates are low. However, the interest rates are monitored closely, and swap agreements could be entered into at a later stage. |
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Research and development |
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The Group has research and development activities through the subsidiary company Welmax Concrete AS. Welmax Concrete AS has through its expertise in robotization of welding processes developed a "3D printer". Using concrete extrusion techniques and unique hardware combined with 3D modelling and material research allows the printing of concrete structures and foundations without the use of casting molds. The 3D printer is currently for internal use only and not for sale. Welmax Concrete AS maintains the ownership of the IP related to the 3D printer, in a business model where customers lease both the hardware and software from Welmax Concrete AS. Further development is required for a minimum viable product, as well as the need to find efficiencies of scale both in production and sales. |
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Going concern |
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Pursuant to section 3-3a of the Norwegian Accounting Act, the board confirms that the going concern assumption is realistic and that the financial statements for 2021 have been prepared on that assumption. This view rests on the Groups adequate capital and financial position. Please refer Financial review for further information. |
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Work environment |
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Holmetjern Invest AS has one permanent employee and has not registered absence due to illness in 2021. The Group is operated by its own employees as well as the employees in the owner company, Selmer Holding AS. The Group has 5 employees, registered absences due to non-Corona related illnesses in the group are below 1% for 2021. No serious work-related accidents have occurred, resulting in zero major material damages or personal injuries. The working environment can be considered to be good. The Group and all its subsidiaries have, wherever feasible, fully supported the Work from Home directives from the Norwegian state officials. |
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Gender equality in employment |
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Holmetjern Invest AS has only one employee, who is a man, and the companys board consists of 2 men. Regardless, the company has a policy that work of equal value shall provide equal pay. The company works actively, purposefully and in a planned manner for gender equality within the company and the Group. When recruiting, both internally and externally, personal qualifications are given priority over gender. The underrepresented gender will to a greater extent be encouraged to apply. In this way, the company and the Group will try to increase the proportion of women in the job categories where this is low. |
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Measures to prevent discrimination |
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The company works consciously to promote equality, to ensure equal opportunities and rights and to prevent discrimination on the grounds of ethnicity, national origin, descent, skin colour, language, religion and belief. |
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Environment |
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The Group and its subsidiary companies engage in housing development as well as other industries. The companies do not pollute the environment to any great extent. Building waste management is according to the national guidelines. |
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Shareholder agreements |
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Holmetjern Invest AS has no statutory provision that limits or regulates the negotiability of the shares in the company. Nor are there any restrictions on the exercise of voting rights for shares. The company has no employee share schemes. |
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Corporate governance |
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Through its core business, Holmetjern Invest manages large financial assets. The size and scope of the company's operations are limited, so that the company uses a management model where responsibility for risk management and control is concentrated in the management. Roles and responsibilities in the management group are distributed and will continue to be in development in the next few years, in connection with the group building up for increased activity. Significant decisions by the Group are taken in close collaboration between the management and the Board. |
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Overall goals have been established, and the company's strategy is updated on a frequent basis. Based on the overall policies, governing processes and routines have been established for the ongoing management. The board is overall responsible for ensuring that the business, financial reporting, and asset management are subject to satisfactory control. The Board regularly reviews the most important risk areas the company faces above and the internal control and ongoing follow-up that has been established to handle and minimize these. The administration prepares consolidated financial reports for the Group twice a year. Financial conditions are followed up by periodic accounting reporting. Liquidity in the Group is monitored closely and continuously. The company is managed by long-term financial targets. Half-yearly valuations of the company's investments are prepared, which are reviewed by the company and the board. External valuations are obtained on the company's properties. |
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All other balance sheet items are reconciled and documented continuously throughout the year. The company does not have articles of association that regulate the appointment and replacement of board members, in addition to the minimum number that must sit on the board. The company does not have statutory provisions that allow the board to issue own shares or equity certificates. Authorizations related to such transactions follow the provisions of the Companies Act. |
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Liability insurance for the Board members |
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Holmetjern Invest has taken out a board and management liability insurance. The insurance applies to members of the board. The insurance covers the insureds personal liability for economic loss caused to someone in their capacity as a director or an employee |
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Corporate responsibility |
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The Group has focus on environmental and social responsibility, where the goal is to be a responsible social actor. Long-term profitability is a fundamental prerequisite for exercising corporate social responsibility through, among other things: good, secure workplaces and contributions to a positive urban development where Holmetjern Invest has its business. Through our development project at Overvik, for example, we have the vision and ambition to create "Norway's best district" through a good living environment, proximity to nature and facilitation for environmentally friendly public transport. The Group is actively involved in the local community around the areas they are developing and is a contributor to the local voluntary organizations. |
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Annual accounts and allocation of results |
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In the opinion of the Board of Directors, the presented profit and loss account and balance sheet provide true reflections of the Groups and the companys profits/loss for 2021 and financial position at years end. It should be further repeated that large portions of the Overvik portfolio have been sold to other interested parties in March 2022, causing a major shift in owned assets, while also giving the company a solid economic platform for further development, when finalized in Q1 2022 |
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Trondheim, April 29th 2022 |
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___________________ |
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Kolbjørn Selmer |
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Karl Albrecht Opsahl Selmer |
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Chairman of the Board |
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CEO/Board member |
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Accounting principles for Holmetjern Invest - Group |
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The principal accounting policies are set out below and have been consistently applied to all accounting periods presented. |
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About the group |
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Holmetjern Invest AS is a |
private limited liability company |
organized and existing under the laws of |
Norway |
pursuant |
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to the Norwegian Companies Act. The Company was incorporated in |
Norway |
on November 22nd, 2013, and the |
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organisation number in the Norwegian Register of Business Enterprises is 912 810 089. The Companys registered |
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name is |
Holmetjern Invest AS |
, the commercial name is Holmetjern. |
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Holmetjern Invest AS is an investment company primarily focusing on residential property development. |
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Holmetjern |
is the holding company and the parent company of the Group. Holmetjern has no relevant business or |
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operational activities other than holding the investments and activities that are related to its subsidiaries. The Group develops, builds, and sells residential properties, predominantly in Trondheim, in collaboration with experienced blue-chip partners. The Group includes six subsidiaries focusing on the property segment and eight other smaller investments within the industry- and advisory segment. |
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Statement of compliance |
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The groups consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) and interpretations issued by the International Accounting Standards Board (IASB) and endorsed by the EU on 31 December 2021. |
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These consolidated financial statements were authorised for issue by the board of directors on 30th April 2022. |
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Basis of preparation |
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The consolidated financial statements have been prepared on a going concern and historical cost basis, except for some financial instruments which are recognised at fair value through profit or loss. |
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Investments in associates |
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An associate is an entity over which the Group has significant influence, and which is neither a subsidiary nor a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is neither control nor joint control over those policies. Significant influence is generally presumed to exist when the Group holds between 20 and 50 per cent of the voting rights. |
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Associates are incorporated in these financial statements using the equity method of accounting. Under the equity method, investments in associates are carried in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Groups share of the profit or loss and other comprehensive income of the associate. If the Groups share of losses of an associate exceeds the Groups carrying amount of that associate, the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate. Any excess of the cost of acquisition over the Groups share of the net fair value of the identifiable assets, liabilities and contingent liabilities of an associate recognised at the date of acquisition is recognised as goodwill, which is included in the carrying amount of the investment. |
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Any excess of the Groups share of the net fair value of the identifiable assets, liabilities, and contingent liabilities over the cost of acquisition, after reassessment, is recognised immediately in profit or loss. The requirements of IFRS 9 are applied to determine whether it is necessary to recognise any impairment loss with respect to the groups investment in an associate. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 Impairment of assets as a single asset by comparing its recoverable amount (the higher of value in use and fair value less costs to sell) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised to the extent that the recoverable amount of the investment subsequently increases. |
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When a Group entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognised in the consolidated financial statements only to the extent of interests in the associate which are not related to the Group. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group. |
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Consolidation |
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The consolidated financial statements include the financial statements of the company and entities controlled by the company (its subsidiaries). Control is achieved where the company is exposed, or has rights, to variable returns from its involvement with an entity, and can affect those returns through its power over the entity. This is generally presumed to exist when the company holds more than 50 per cent of the voting rights. The existence and effect of potential voting rights which are currently exercisable, or convertible are also considered when assessing whether the company controls another entity. The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. A negative comprehensive income in the subsidiaries is attributed to the owners of the parent company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. |
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In general, all group companies use Norwegian General Accepted Accounting Principles when preparing their financial statements. Restatements are made to the financial statements to bring their accounting policies in line with those used by the group. All material intra-group transactions, balances, income, and expenses are eliminated in full on consolidation. Changes in the groups ownership interests in subsidiaries which do not result in the group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the groups controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Such transactions do not affect the profit or loss statement. When the group loses control of a subsidiary, the profit or loss is calculated as the difference between (a) the aggregate of the fair value of the consideration received and the fair value of any retained interest, and (b) the previous carrying amount of the assets (including goodwill) and liabilities of the subsidiary and any non-controlling interests. The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 Financial instruments or, when applicable, at the cost on initial recognition of an investment in an associate or a jointly controlled entity using the equity method. |
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Business combinations |
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Where a business or a property is acquired through the acquisition of entities, management considers the substance of the assets and activities acquired. When acquiring a group of assets or net assets which do not constitute a business, the cost price is allocated between the individual identifiable assets and liabilities acquired on the basis of their relative fair value at the acquisition date. |
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Business combinations are accounted for using the acquisition method. The acquisition is recognised as the aggregate of the consideration transferred, measured at acquisition-date fair value, and the amount of any non-controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquirees identifiable net assets. Acquisition costs incurred are expensed. |
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Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirers previously held equity interest in the acquiree (if any) over the net of the acquisition date amounts of the identifiable assets acquired and the liabilities assumed. Part of goodwill reflects the recognition of the deferred tax obligation at nominal value. Nominal value is higher than fair value, and the difference is included in goodwill. |
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When a business combination is achieved in stages, the groups previously held equity interest in the acquiree is remeasured to fair value at the acquisition date (i.e., the date when the group obtains control) and the resulting gain or loss, if any, is recognised in profit or loss. |
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Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of any contingent consideration classified as a liability is recognised in profit or loss. |
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Inventory property |
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IAS 2 Inventories defines inventories as assets held for sale in the ordinary course of business or in the process of production for such sale, or as materials or supplies to be consumed in the production process or in the rendering of services. The group has property which is land and buildings intended for sale in the ordinary course of business or which is in the process of construction or development for such sale. Inventories can thus comprise of land, property held for resale, property under development and construction, and completed units which are not sold. |
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Inventories are measured at the lower of cost and net realisable value. |
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The cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition, and accumulated interest expenses. Capitalisation of attributable costs commences when it is more likely than not that the project will be realised. Other costs are included in the cost of inventories only to the extent that they are directly attributable to bringing the inventories to their present location and condition, including planning and design costs. |
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Carrying amount of undeveloped land is tested against net realisable value semi-annually. If carrying amount exceeds net realisable value, an impairment loss is recognized. If there are any indications of impairment, Management derives an internal assessment of the net realisable value of land in the form of a prognosis for the project. This prognosis builds on an external valuation, which can include factors such as expected housing prices and rate of return, government approvals and estimated construction costs. When properties are sold, the carrying amount is recognised as a cost of sale of goods in the income statement for the period in which the related revenue is recognised. |
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Intangible assets |
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Goodwill |
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Goodwill arising on the acquisition of a business is recognised in the balance sheet at the date of acquisition of the business. Goodwill is not amortised but is tested for impairment semi-annually. For the purposes of impairment testing, goodwill is allocated to each of the groups cash-generating units (or collections of cash-generating units) expected to benefit from synergies of the business combination. |
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Goodwill is tested for impairment semi-annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reducing the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata on the basis of the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised in profit or loss in the consolidated income statement. An impairment loss recognised for goodwill will not be reversed in subsequent periods. On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the calculation of the profit or loss on disposal. |
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Property, plant and equipment |
|
| |
Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. |
|
| |
|
|
| |
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. |
|
| |
|
|
| |
The depreciation methods and periods used by the group are disclosed in note 1. The assets residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. |
|
| |
|
|
| |
An assets carrying amount is written down immediately to its recoverable amount if the assets carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss. |
|
| |
|
|
| |
Revenue recognition |
|
| |
Revenue is measured at fair value of the consideration received or receivable for the sale of property and related transactions in the ordinary course of the groups activities, in accordance with IFRS 15 Revenue from contracts with customers. |
|
| |
|
|
| |
i) Sale of property |
|
| |
Revenue from the sale of residential property (including any sale of projects under development and undeveloped land) is recognised when the control is transferred to the customer. Control is considered transferred at the time of delivery of the property to the customer. Property may be sold with a degree of continuing involvement by the seller, which may be commitments to complete construction of the property, or a seller guarantee of occupancy of a housing cooperative for a certain period of time. |
|
| |
|
|
| |
When a property is sold, the buyer normally has to make an advance payment to an escrow account held by the estate agent. The group does not have a right to the advance payment before providing security in accordance with Norwegian regulations. When security is provided, the advance payment is released from the escrow account and recognised as received cash and other short-term debt (advance payment). When the property is completed, but before delivery, the customer pays the remaining consideration to the escrow account. When the property is delivered to the customer, the group recognises the consideration as revenue and as a trade receivable. When the legal title to the property has been transferred, or other security provided, the remaining consideration is released from the escrow account. |
|
| |
|
|
| |
ii) Lease revenues |
|
| |
Rental income from leasing of property (operating leases in which the group is a lessor) is recognised on a straight-line basis over the term of the relevant lease and included in other revenues. |
|
| |
|
|
| |
ii) Sale of services |
|
| |
Control over services is considered to be transferred to the customer as the service is delivered. Revenue from sale of services is recognised when the service is performed. |
|
| |
|
|
| |
Financial assets |
|
| |
Financial assets are initially recognised at fair value. Subsequent measurement depends on the classification of the assets, and currently the group only has financial assets which are held in the groups business model where the objective is to collect the contractual cash flows, and where the cash flows are solely payments of principal and interest, are measured at amortised cost. |
|
| |
|
|
| |
All equity investments are subsequently measured at fair value. Changes in the fair value of these financial assets are recognised in Other gains/losses - net. Impairment losses (and reversal of impairment losses) on these equity investments are not reported separately from other changes in fair value. |
|
| |
|
|
| |
Financial instruments |
|
| |
A financial instrument is defined as being any contract that gives rise to a financial asset at one entity and a financial liability or equity instrument at another entity. From 1 January 2019, the group classifies its financial assets in the following measurement categories: |
|
| |
|
|
| |
• those to be measured subsequently at fair value (either through OCI or through profit or loss), and |
|
| |
• those to be measured at amortised cost. |
|
| |
|
|
| |
The classification depends on the entitys business model for managing the financial assets and the contractual terms of the cash flows. |
|
| |
|
|
| |
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). The group reclassifies debt investments when and only when its business model for managing those assets changes. |
|
| |
|
|
| |
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership. |
|
| |
|
|
| |
Trade receivables |
|
| |
Trade receivables are amounts due from customers in the groups ordinary property development business and related services. Trade receivables are recognised initially at the amount of the consideration and measured at amortised cost where the financing components are insignificant. The group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets are grouped based on shared credit risk characteristics and the days past due. |
|
| |
|
|
| |
Loans and other receivables |
|
| |
Loans and other receivables are held in the groups normal business model where the objective is to collect payment and interest when due and measured at amortised cost using the effective interest method less any impairment. The receivables are classified as current unless they are due more than 12 months from the balance sheet date. |
|
| |
|
|
| |
Financial liabilities |
|
| |
Financial liabilities are recognised initially at fair value and subsequently measured at amortised cost. |
|
| |
|
|
| |
Borrowings |
|
| |
Borrowings are recognised initially at the received amount, net of transaction costs incurred, and subsequently measured at amortised cost. Any difference between the proceeds (net of transaction expenditures) and the nominal value is recognised in the income statement over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the group has an unconditional right at the balance sheet date to defer settlement of the liability for at least 12 months. |
|
| |
|
|
| |
Trade and other payables |
|
| |
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. If the interest element is insignificant, trade payables are carried at the original invoice amount. |
|
| |
|
|
| |
Segment information |
|
| |
Operating segments are reported in a manner consistent with the internal reporting provided to the joint management group and board of directors. This group is responsible for allocating resources and assessing performance of the operating segments. |
|
| |
|
|
| |
Cash and cash equivalents |
|
| |
Cash and cash equivalents as presented in the statement of cash flows include cash in hand, bank deposits and other highly liquid investments with original maturities of three months or less. The cash flow statement is prepared using the indirect method. Interest payments are classified as operational cash flows. |
|
| |
|
|
| |
Income tax |
|
| |
Income tax expense represents current tax expense and changes in deferred tax expense. |
|
| |
|
|
| |
Current tax |
|
| |
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement of comprehensive income because of items of income or expense which are taxable or deductible in other years and items which are never taxable or deductible. The Groups liability for current tax is calculated using tax rates which have been enacted or substantively enacted by the end of the reporting period. |
|
| |
|
|
| |
Changes in deferred tax |
|
| |
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction which affects neither the taxable profit nor the accounting profit. Deferred tax is also recognised for temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered in the foreseeable future. Deferred tax assets and liabilities are measured at the tax rates which are expected to apply in the period in which the liability is settled, or the asset realised, based on tax rates (and tax laws) which have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences which would follow from the manner in which the group expects to recover or settle the carrying amount of its assets and liabilities. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. |
|
| |
|
|
| |
Current and deferred tax for the year |
|
| |
Current and deferred tax are recognised in profit or loss, except when they relate to items which are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. |
|
| |
|
|
| |
Equity |
|
| |
An equity instrument is any contract which evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the group are recognised at the proceeds received, net of direct issue costs (net of income tax). |
|
| |
|
|
| |
Functional and presentation currency |
|
| |
(i) Functional and presentation currency |
|
| |
Items included in the individual financial statements of each of the groups entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in NOK, which also is the functional currency of the parent company and all subsidiaries that are consolidated. |
|
| |
|
|
| |
(ii) Transactions and balances |
|
| |
In preparing the financial statements of each individual entity, transactions in currencies other than the entitys functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items which are measured in terms of historical cost in a foreign currency are not retranslated in subsequent periods. |
|
| |
|
|
| |
Leasing |
|
| |
The group has adopted IFRS 16 Leasing. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: |
|
| |
fixed payments (including in-substance fixed payments), less any lease incentives receivable |
|
| |
variable lease payment that are based on an index or a rate |
|
| |
amounts expected to be payable by the lessee under residual value guarantees |
|
| |
the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and |
|
| |
payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option. |
|
| |
|
|
| |
The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the groups incremental borrowing rate. |
|
| |
|
|
| |
Right-of-use assets are measured at cost comprising the following: |
|
| |
· the amount of the initial measurement of lease liability |
|
| |
· any lease payments made at or before the commencement date less any lease incentives received |
|
| |
· any initial direct costs and restoration costs. |
|
| |
|
|
| |
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. |
|
|
|
|
|
|
|
|
|
|
| |
|
| |
Notes to the financial statement Group |
| |
| |
Note 1 - Property plant and Equipment |
| |
| |
Amounts in NOK 000's |
Leased properties *) |
Fixtures and fittings |
Machinery |
Total |
|
| |
Net book amount on 31st December 2020 |
10 732 |
48 |
27 129 |
37 909 |
|
| |
Additions |
0 |
0 |
2 823 |
2 823 |
|
| |
Disposals |
0 |
-12 |
0 |
-12 |
|
| |
Depreciation charge |
-1 459 |
-31 |
-260 |
-1 750 |
|
| |
Net journal amount on 31st December 2021 |
9 273 |
4 |
29 692 |
38 969 |
|
| |
|
|
| |
Useful life |
18 years |
3-7 years |
**) |
|
| |
Depreciation method |
Linear |
Linear |
Linear |
|
| |
| |
*) Leased assets are office and production facility rent |
|
| |
**) Machinery is currently under development and not yet subject to depreciation |
|
| |
| |
Note 2 Inventories |
| |
| |
|
2021 |
2020 |
|
| |
|
000'NOK |
000'NOK |
|
| |
Property portfolio |
|
| |
Holmetjern Invest AS |
0 |
0 |
|
| |
Overvik Utvikling AS |
301 924 |
457 067 |
|
| |
Overvik Lokalsenter AS |
64 112 |
54 087 |
|
| |
Opsahlhaven AS |
0 |
2 650 |
|
| |
Overvik Panorama 1 AS |
36 364 |
35 180 |
|
| |
Total property inventory |
402 400 |
548 984 |
|
| |
Other inventory |
0 |
3 000 |
|
| |
Total |
402 400 |
551 984 |
|
| |
|
|
| |
Assigning cost to inventories |
|
| |
Borrowing costs on external land loans in group entity that owns the inventory property, are capitalised from the day the group initiates activities to develop the property. Borrowing costs are recognised in profit and loss as part of the cost of sales when the units are delivered. Capitalized project cost is cost related to development of the land. Examples of such cost is cost related to zoning processes, architects, and other administrative expenses. |
|
| |
| |
Inventory is measured at net realisable value, and all property inventory is measured at historic cost. We also refer to Note 17 for further information. |
|
| |
| |
The Group has during fiscal year 2021 written down parts of its asset portfolio due to the proposed changes from Trondheim Municipality zoning plan, please refer to Directors report for further information. If Trondheim Municipality decides to make parts of the regulated plots undevelopable for residential use, this will most likely incur a significant compensation claim towards the Trondheim Municipality from the companies affected by this decision. Compensation, when received, will offset this years inventory impairment in parts or in full in some cases. |
|
| |
| |
|
2021 |
2020 |
|
| |
|
000'NOK |
000'NOK |
|
| |
|
|
| |
Land cost |
383 515 |
386 165 |
|
| |
Borrowing cost prior years |
71 310 |
51 021 |
|
| |
Capitalized borrowing costs this year |
15 888 |
20 290 |
|
| |
Capitalized project costs |
122 251 |
91 509 |
|
| |
Impairment charges |
-183 592 |
0 |
|
| |
Debt cancellation |
-6 971 |
0 |
|
| |
Total |
402 401 |
548 984 |
|
| |
| |
Inventory is measured at net realisable value, and all property inventory is measured at historic cost. We also refer to Note 17 for further information. |
|
| |
| |
Note 3 Financial assets and financial liabilities |
| |
| |
The group holds the following financial instruments: |
|
| |
Financial assets |
|
| |
|
2021 |
2020 |
|
| |
|
NOK'000 |
NOK'000 |
|
| |
Financial assets at amortised cost |
|
| |
Trade receivables |
2 799 |
11 273 |
|
| |
Other loans and receivables |
25 316 |
67 593 |
|
| |
Restricted cash |
26 435 |
27 545 |
|
| |
Cash and cash equivalents |
9 765 |
40 595 |
|
| |
Financial assets at fair value through profit or loss |
|
| |
Shares in other entities |
15 697 |
27 839 |
|
| |
|
80 013 |
174 845 |
|
| |
|
|
| |
Financial liabilities |
|
| |
|
2021 |
2020 |
|
| |
|
NOK'000 |
NOK'000 |
|
| |
Liabilities at amortised cost |
|
| |
Trade and other payables |
8 982 |
3 350 |
|
| |
Loan |
909 607 |
887 420 |
|
| |
|
918 589 |
890 770 |
|
| |
|
|
| |
Other financial assets at amortised cost |
|
| |
|
|
| |
Holmetjern Invest AS is a holding company which mainly invests in real estates. When selling assets to external investors the payment structure is sometimes linked to the cash flow in the sold asset, which creates a receivable in the Group. The security for the receivable is the sold asset. |
|
| |
|
|
| |
Based on materiality, an expected credit loss is not booked for financial assets that do not have objective evidence of a credit loss. The materiality assessment is based on an evaluation of exposure, probability of default and loss given default. |
|
| |
|
|
| |
The loss is calculated by measuring the difference between the book value of the asset and the present value calculated using the original effective interest rate of the asset. The book value of the financial asset will then be reduced by the calculated impairment loss, and the loss is accounted for in the profit and loss. |
|
| |
|
|
| |
In 2021 there has been an impairment of receivables due to new appraisals of the zoned areas. The total write-down of receivables to associated companies is 22 669 954. |
|
| |
|
|
| |
Financial assets at fair value through profit or loss |
|
| |
The group classifies the following financial assets at fair value through profit or loss (FVPL): |
|
| |
- equity investments for which the entity has not elected to recognise fair value gains and losses through OCI |
|
| |
|
|
| |
Amounts recognised in profit or loss |
|
| |
During the year, the following gains/losses were recognised in profit or loss: |
|
| |
| |
|
2021 |
2020 |
|
| |
|
NOK'000 |
NOK'000 |
|
| |
Fair value gains/losses on equity investments at FVPL recognised in other gains/losses |
0 |
-583 |
|
| |
Fair value gains/losses on equity investments at FVPL recognised in finance income |
0 |
1 983 |
|
| |
Gain on resale of purchase contracts for residential properties |
4 272 |
1 119 |
|
| |
Gain/loss on sale of associated company |
0 |
0 |
|
| |
|
4 272 |
2 518 |
|
| |
|
|
| |
Risk exposure and fair value measurements |
|
| |
Information about the group's exposure to price risk is provided in note 6. For information about the methods and assumptions used in determining fair value please refer to note below. |
|
| |
|
|
| |
Restricted cash |
|
| |
| |
|
2021 |
2020 |
|
| |
|
NOK'000 |
NOK'000 |
|
| |
Cash at bank in hand |
36 200 |
68 140 |
|
| |
Restricted cash |
26 435 |
27 545 |
|
| |
|
9 765 |
40 595 |
|
| |
|
|
| |
Current liabilities |
|
| |
Trade payables are unsecured and are usually paid within 30 days of recognition. |
|
| |
|
|
| |
The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short-term nature. |
|
| |
|
|
| |
Loans |
|
| |
| |
2021 |
Current |
Non-current |
Total |
|
| |
|
NOK'000 |
NOK'000 |
NOK'000 |
|
| |
Secured |
|
| |
Bank loans |
200 001 |
16 747 |
216 748 |
|
| |
Bond loan |
298 229 |
0 |
298 229 |
|
| |
Borrowings |
0 |
9 529 |
9 529 |
|
| |
Total secured borrowings |
498 229 |
26 277 |
524 506 |
|
| |
|
|
|
| |
Unsecured |
|
|
| |
Bank loans |
0 |
0 |
0 |
|
| |
Bond loan |
0 |
0 |
0 |
|
| |
Borrowings |
23 055 |
362 046 |
385 101 |
|
| |
Total usecured borrowings |
23 055 |
362 046 |
385 101 |
|
| |
|
|
| |
Total borrowings |
521 284 |
388 322 |
909 607 |
|
| |
|
|
| |
2020 |
Current |
Non-current |
Total |
|
| |
|
NOK'000 |
NOK'000 |
NOK'000 |
|
| |
Secured |
|
| |
Bank loans |
200 008 |
0 |
200 008 |
|
| |
Bond loan |
0 |
296 448 |
296 448 |
|
| |
Lease liabilities |
0 |
10 869 |
10 869 |
|
| |
Total secured borrowings |
200 008 |
307 318 |
507 326 |
|
| |
|
|
|
| |
Unsecured |
|
| |
Bank loans |
0 |
0 |
0 |
|
| |
Bond loan |
0 |
0 |
0 |
|
| |
Borrowings |
290 063 |
90 032 |
380 094 |
|
| |
Total usecured borrowings |
290 063 |
90 032 |
380 094 |
|
| |
|
|
|
| |
Total borrowings |
490 071 |
397 349 |
887 420 |
|
| |
|
|
| |
Net debt analysis |
| |
| |
|
Bank loans |
Bond loan |
Borrowings |
Total |
|
| |
|
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
|
| |
Balance on 1st Jan 2020 |
201 348 |
194 263 |
361 177 |
756 788 |
|
| |
New debt |
0 |
100 000 |
25 647 |
125 647 |
|
| |
New leasing liabilities |
0 |
0 |
5 196 |
5 196 |
|
| |
Repayment |
-1 340 |
0 |
-1056 |
-2 396 |
|
| |
Amortisation and other |
0 |
2 185 |
0 |
2 185 |
|
| |
Balance on 31st Dec 2020 |
200 008 |
296 448 |
390 964 |
887 420 |
|
| |
New debt |
15 407 |
0 |
5 006 |
20 413 |
|
| |
New leasing liabilities |
0 |
0 |
0 |
0 |
|
| |
Repayment |
1 333 |
0 |
-1 340 |
-7 |
|
| |
Amortisation and other |
0 |
1 781 |
0 |
1 781 |
|
| |
Balance on 31st Dec 2021 |
216 748 |
298 228 |
394 630 |
909 607 |
|
| |
|
|
| |
Recognised fair value measurements |
|
| |
|
|
| |
Fair value hierarchy |
|
| |
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its financial instruments into the three levels prescribed under the accounting standards. An explanation of each level follows underneath the table. |
|
| |
|
|
| |
Recurring fair value measurements on 31st December 2021 |
|
| |
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
| |
|
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
|
| |
Financial assets |
|
| |
Financial assets at fair value through profit or loss |
0 |
0 |
15 667 |
15 667 |
|
| |
Total financial assets |
0 |
0 |
15 667 |
15 667 |
|
| |
|
|
| |
Recurring fair value measurements on 31st December 2020 |
|
| |
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
| |
|
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
|
| |
Financial assets |
|
| |
Financial assets at fair value through profit or loss |
2 113 |
0 |
25 726 |
27 839 |
|
| |
Total financial assets |
2 113 |
0 |
25 726 |
27 839 |
|
| |
|
|
| |
There were no transfers between levels 1 and 2 for recurring fair value measurements during the year. For transfers in and out of level 3 measurements see (iii) below. |
|
| |
|
|
| |
The groups policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period. |
|
| |
|
|
| |
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1. |
|
| |
|
|
| |
Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. |
|
| |
|
|
| |
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities. |
|
| |
|
|
| |
Valuation techniques used to determine fair values |
|
| |
The main parts of the investments are related to real estate, where net realizable value is estimated. The net realizable value is the estimated as selling price adjusted for the total cost of completion. In determining the net realizable value, the management carries out an assessment of relevant factors. This would be factors like location, timeframe, and macroeconomic factors like interest rate development. This in addition to estimated price levels and estimated of building cost. This is performed in close cooperation with external advisors like real estate brokers and input from various entrepreneurs. The managements estimate on net realizable value will then be discussed with external valuation experts to compare the management assessment of net present value with the external experts assessment of value. |
|
| |
|
|
| |
For other investments an estimation of the selling price is used as criteria, where market-based factors for similar companies are used in the valuation. |
|
| |
|
|
| |
The following table presents the changes in level 3 items for the periods ended 31st December 2021, 31st December 2020 and 31st December 2019: |
|
| |
| |
|
Financial asset at fair value through profit or loss |
|
| |
|
NOK'000 |
|
| |
Opening Balance 31st December 2019 |
25 726 |
|
| |
Acquisitions |
0 |
|
| |
Disposals |
0 |
|
| |
Gains/(losses) recognised in other income |
0 |
|
| |
Closing balance 31st December 2020 |
25 726 |
|
| |
Acquisitions |
0 |
|
| |
Disposals and reclassifications |
0 |
|
| |
Gains/(losses) recognised in other income |
-10 059 |
|
| |
Closing balance 31st December 2021 |
15 667 |
|
| |
|
|
| |
Note 4 - Critical estimates, judgements, and errors |
|
| |
|
|
| |
The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Groups accounting policies. |
|
| |
|
|
| |
This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong. Detailed information about each of these estimates and judgements is included in other notes together with information about the basis of calculation for each affected line item in the financial statements. In addition, this note also explains where there have been actual adjustments this year because of an error and of changes to previous estimates. |
|
| |
|
|
| |
Significant estimates and judgements |
|
| |
|
|
| |
Inventory property |
|
| |
The net realizable value is the estimated as selling price adjusted for the total cost of completion. In determining the value of inventory property, management carries out an assessment of relevant factors. This would be factors like location, timeframe, and macroeconomic factors like interest rate development. In addition to this, estimations are made regarding price levels and building cost. This is performed in close cooperation with external advisors like real estate brokers, and with input from various entrepreneurs. Managements estimate on net realizable value will then be discussed with external valuation experts to compare the management assessment of net present value with the external experts assessment of value. |
|
| |
|
|
| |
Fair value - financial assets |
|
| |
The main parts of the investments are related to real estate companies, where net realizable value is estimated as described above, and then used as basis for the valuation of the investments. |
|
| |
|
|
| |
The Corona virus |
|
| |
The Corona virus affects the property segment, which is included in the Company's core business. To date, the pandemic has not had a direct impact on our investments, but the general effect of overall increase in inflation has been felt. The Group is in close dialogue with their collaborators and continues to closely monitor the situation and the development of the economy. The entry prices on the Groups properties are such as to make them attractive even if the market should be weaker for a period. In addition, implementing other types of concepts that are more suited to capital challenged market situation is a possibility, including "rent-before-own" schemes. The Group is well prepared to react to any market changes due to the Corona virus. |
|
| |
|
|
| |
Change in accounting policy |
|
| |
In 2021 the Group has decided not to enter its deferred tax assets into its balance sheet in several companies. Consequently the deferred tax assets from previous years for some the companies in the Group have been removed from their respective balance sheets. |
|
| |
|
|
| |
Note 5 Related party transactions |
|
| |
|
|
| |
Parent entities |
|
| |
The group is controlled by the following entities: |
|
| |
Name |
Type |
|
Place of incorporation |
Ownership interest |
|
| |
|
2021 |
2020 |
|
| |
Selmer Holding AS |
1) |
Ultimate parent entity and controlling party |
Trondheim |
71,25 % |
71,25 % |
|
| |
Snowy Invest AS |
2) |
Trondheim |
23,75 % |
23,75 % |
|
| |
Singsaker Eiendom AS |
3) |
Trondheim |
5,00 % |
5,00 % |
|
| |
|
|
| |
|
|
| |
1) This company is solely owned by chairman of the board Kolbjørn Selmer. |
|
| |
2) This company is solely owned by CEO and board member Karl Albrecht Selmer |
|
| |
|
|
| |
Transactions with related parties |
|
| |
The following transactions occured with related parties: |
|
| |
|
2021 |
2020 |
|
| |
|
NOK'000 |
NOK'000 |
|
| |
Sales and purchases of goods and services |
|
| |
Purchase of management services from parent company |
27 879 |
30 862 |
|
| |
Purchases of various goods and services from entities controlled by key management personnel |
198 |
1 012 |
|
| |
| |
Outstanding balances arising from sales/purchases of goods and services |
|
| |
| |
The following balances are outstanding at the end of the reporting period in relation to transactions with related parties: |
|
| |
|
2021 |
2020 |
|
| |
|
NOK'000 |
NOK'000 |
|
| |
Current payables (purchases of goods and services) |
|
| |
Selmer Holding AS (share holder) |
4 912 |
572 |
|
| |
Entities controlled by key management personnel |
0 |
11 |
|
| |
Other related parties |
0 |
0 |
|
| |
|
|
| |
Loans to/from related parties |
|
| |
|
2021 |
2020 |
|
| |
|
NOK'000 |
NOK'000 |
|
| |
Loans from key management personnel |
|
| |
Beginning of the year |
237 923 |
228 328 |
|
| |
New loans |
0 |
2 145 |
|
| |
Loan repayments made |
-6 157 |
0 |
|
| |
Interest charged |
5 677 |
7 450 |
|
| |
End of year |
237 443 |
237 923 |
|
| |
|
|
|
| |
Loans from parent company and other ownership companies |
|
| |
Beginning of the year |
49 088 |
73 671 |
|
| |
New loans |
557 |
0 |
|
| |
Loan repayments made |
0 |
-28 110 |
|
| |
Interest charged |
3 917 |
3 526 |
|
| |
End of year |
53 562 |
49 088 |
|
| |
|
|
|
| |
Loans to associates |
|
| |
Beginning of the year |
73 662 |
59 053 |
|
| |
New loans |
24 760 |
17 827 |
|
| |
Loan repayments received |
-28 494 |
-5 209 |
|
| |
Interest received |
4 098 |
1 991 |
|
| |
Impairment of receivables |
-24 663 |
|
|
| |
End of year |
49 363 |
73 662 |
|
| |
|
|
| |
*Loan from key managing personnel is related do purchase of land/property in 2016. The loan is charged with an interest rate of NIBOR+2% and has a down payment plan over maximum 15 years (minimum down payment rates of MNOK 15 per year). The lender has a 2nd priority security in the sold property until the loan is fully repaid. |
|
| |
|
|
| |
Loans from parent companies are charged with an interest rate from 4-8%. Unpaid dividends are not charged with interest until the year after the dividend is given. |
|
| |
|
|
| |
Loans to associates are normally charged with an interest rate from 3-8%. Loans to associates are unsecured and are repayable in cash. Loans to associates mature in a period of 1-3 years from the reporting date. |
|
| |
|
|
| |
Note 6 Financial risk management and capital management |
|
| |
|
|
| |
The overall object for the group is to make sure the groups obligations are met, and that shareholders and stakeholders have a sufficient return on their exposure to the group. |
|
| |
| |
The group is mainly exposed to the real estate segment and the risk factors therefore arises from that perspective. This includes price development on residentials and land, but also building cost and the development of such. The group has no material exposure to foreign exchange risk. |
|
| |
| |
Market risk - price risk |
|
| |
| |
The Group, and the investments in the Group, is mainly exposed to residential development, and the risk related to this segment. This includes the exposure related to the share price in those companies, but also the risk related to receivables and debt in those companies. Hence it will also affect the receivables the Group has towards such companies. The exposure is therefore related to development in residential price development in Norway in general, and mainly in Trondheim. The group and its investments are also exposed to risks related to construction costs and material prices. One way to address this is to keep the purchase price on land at a low-cost level, since this will be a buffer for a reduced-price level and/or reduced cost. In some cases, this will mean that we are buying land that needs to be developed, but the group is working closely with experts who can assess this risk in a good way. In general, the group is focusing on attracting experts in the whole value chain of real estate development, to make sure we have the competence in-house. Those are employed in the parent company Selmer Holding AS and are working solely with managing and developing the investments in the group. One of the leading real estate brokers in Norway was employed in Selmer Holding AS autumn 2018, and a highly skilled employee within entrepreneur to started in August 2019. Due to this the group can monitor the different risk categories within the price risk in a good way. |
|
| |
| |
Market risk interest rate |
|
| |
| |
The groups interest rate risk arises largely from long-term borrowings. Borrowings raised at variable rates expose the group to interest rate fluctuations, which affect cash flows. The group has not entered into any interest swap agreements, since the short-term rate is low. However, the interest rate is monitored closely, and swap agreements could be entered into at a later stage. |
|
| |
| |
We have made a simulation to assess the effect of an average increase in the interest rate of 0,25%, 0,5% and 0,75%. |
|
| |
| |
Increase, average interest rate per year |
0,25 % |
0,50 % |
0,75 % |
|
| |
Effect on consolidated profit (increased interest expense) |
2 260 |
4 521 |
6 781 |
|
| |
Total effect on profit before income tax |
2 260 |
4 521 |
6 781 |
|
| |
|
|
| |
Credit risk |
|
| |
Credit risk related to the sale of real estate is considered to be limited since sales mainly is done to solid customers, such as building societies. Credit risk also arises from outstanding receivables, such as loans to associated companies. Credit risk related to loans to estate companies is assessed to be low. Loans to companies in other segments will have a higher risk profile, and a deeper analysis must be done before entering such loans. |
|
| |
|
|
| |
The overall credit risk in the group is assessed to be low. |
|
| |
|
|
| |
Liquidity risk |
|
| |
Conservative liquidity management ensures the Group has sufficient liquid assets and funding available to meet its obligations. The level of external borrowing is relatively low when it comes to value adjusted debt ratio. A considerable part of the group's financing is from shareholders and related parties. When entering projects there is a risk that the capital need is higher than expected. The process leading to an investment is therefore detailed and includes both management and board before final decision is made. |
|
| |
|
|
| |
Liquidity prognosis is made on a frequent basis |
|
| |
|
|
| |
Maturities of financial liabilities |
|
| |
The tables below analyse the Groups financial liabilities into relevant maturity groupings based on their contractual maturities, including interests. |
|
| |
| |
Contractual maturities of financial liabilities |
Less then 1 year |
Between 1 and 4 years |
More then 4 years |
Total contractual cash flows |
|
| |
On 31st December 2021 |
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
|
| |
Bond loan |
298 229 |
0 |
0 |
298 229 |
|
| |
Bank loans |
200 001 |
16 747 |
0 |
216 748 |
|
| |
Lease liabilities |
0 |
0 |
9 529 |
9 529 |
|
| |
Other long-term borrowings |
0 |
362 046 |
0 |
362 046 |
|
| |
Short-term loans borrowings |
23 055 |
0 |
0 |
23 055 |
|
| |
Total |
538 032 |
362 046 |
9 529 |
909 607 |
|
| |
|
|
|
| |
Contractual maturities of financial liabilities |
Less then 1 year |
Between 1 and 4 years |
More then 4 years |
Total contractual cash flows |
|
| |
On 31st December 2020 |
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
|
| |
Bond loan |
24 000 |
300 448 |
0 |
324 448 |
|
| |
Bank loans |
210 508 |
0 |
0 |
210 508 |
|
| |
Lease liabilities |
1 948 |
3 909 |
7 512 |
13 369 |
|
| |
Other long-term borrowings |
0 |
99 035 |
0 |
99 035 |
|
| |
Short-term loans borrowings |
301 665 |
0 |
0 |
301 665 |
|
| |
Total |
538 122 |
403 391 |
7 512 |
949 025 |
|
| |
|
|
| |
Capital management |
|
| |
|
|
| |
The groups objective when managing its capital is to ensure all entities in the group to continue as going concerns, combined with the ability to provide return for its shareholders and stakeholders. In achieving this object, the focus is profitability on each investment, and the main rule is an annual return on equity in the range of 10%-20% per year, depending on the assessed risk in the project. The capital structure in the group is a combination of externa loans, shareholder loans and equity. The amount of external loans is relatively small compared to the underlying values, which gives flexibility to optimize the capital structure both on project level and on company and group level. |
|
| |
|
|
| |
Covenants on external loan agreements are monitored on a frequent basis. As a general rule, the banks shall approve all distributions to shareholders and related parties. Holmetjern Invest AS has issued a bond, where the loan to value ratio must be below 65%, including loans from shareholders. Loan to value means the net interest-bearing debt divided by the market value of the Portfolio as defined in the loan agreement, based on valuations that are no older than 270 days. Subordinated loans from shareholders will not be a part of this calculation. Holmetjern Invest AS has reported a loan to value ratio of 55% on December 2021. |
|
| |
|
|
| |
Equity not considered necessary for further growth will be returned to shareholders through dividends, within the limitations set out in the bond terms for Holmetjern Invest AS. Allowed distribution is 50% of the net profit for the previous year, provided that the net loan to value ratio is below 50%. |
|
| |
| |
|
2021 |
2020 |
2019 |
|
| |
Dividends not recognised at the end of the reporting period |
NOK'000 |
NOK'000 |
NOK'000 |
|
| |
The aggregate amount of the proposed dividend that is expected to be paid following year, and then out of retained earnings at year end. The amount is not recognised as liability at year end |
0 |
0 |
0 |
|
| |
|
|
| |
Note 7 Assets pledges as security |
|
| |
|
|
| |
The carrying amounts of assets pledged as security for current and non-current borrowings are: |
|
| |
|
2021 |
2020 |
|
| |
|
NOK'000 |
NOK'000 |
|
| |
Non-current assets |
|
| |
Financial assets at amortised costs |
8 112 |
7 916 |
|
| |
Total non-current assets |
8 112 |
7 916 |
|
| |
|
|
|
| |
Current assets |
|
| |
Inventories |
402 400 |
513 805 |
|
| |
Cash and cash equivalents (excluding bank overdrafts) |
6 313 |
4 688 |
|
| |
Total current assets |
408 713 |
518 492 |
|
| |
|
|
|
| |
Total assets pledged as security |
416 825 |
526 408 |
|
| |
|
|
| |
| |
The terms and conditions related to these pledges are as follows: |
|
| |
Covenants related to bond loan: |
|
| |
Net Loan to Value ˂ 65%, unrestricted cash ˃ NOK 20 millions |
|
| |
| |
Restricted cash in Overvik Lokalsenter AS is 1,625MNOK and restricted cash in Overvik Utvikling AS is MNOK 4,69 |
|
| |
|
|
| |
Note 8 - Segment information |
|
| |
|
|
| |
Description of segments and principal activities |
|
| |
The group's management team and board of directors jointly, examines the group's performance from business perspective and has the view that they only have one reportable segment, real estate. The different real estate activities of the group are done through different legal entities, with similar business activity. Management monitors and follows up on a company-by-company basis. |
|
|
|
|
|
|
|
|
|
|
|
| |
Note 9 Interest in other entities |
|
| |
|
|
| |
Material subsidiaries |
|
| |
|
|
| |
The groups principal subsidiaries on 31st December 2021 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the group. |
|
| |
| |
Name of entity |
Place of business |
Ownership interest held by the group |
Ownership interest held by non-controlling interests |
Principal activites |
|
| |
|
2021 |
2020 |
2021 |
2020 |
|
| |
|
|
% |
% |
% |
% |
|
| |
Overvik Eiendom AS |
Norway |
56 |
56 |
44 |
44 |
Investment management |
|
| |
Overvik Utvikling AS |
Norway |
56 |
56 |
44 |
44 |
Real Estate |
|
| |
Overvik Lokalsenter AS |
Norway |
28 |
28 |
72 |
72 |
Real Estate |
|
| |
Tech Damper AS |
Norway |
57 |
57 |
43 |
43 |
Engineering consulting |
|
| |
| |
Non-controlling interests (NCI) |
|
| |
Set out below is summarised financial information for each subsidiary that has non-controlling interests that are material to the group. The amounts disclosed for each subsidiary are before inter-company eliminations. |
|
| |
| |
Overvik Eiendom AS |
Overvik Lokalsenter AS |
Tech Damper AS |
|
| |
Summarised balance sheet |
31st Dec 21 |
31st Dec 20 |
31st Dec 21 |
31st Dec 20 |
31st Dec 21 |
31st Dec 20 |
|
| |
|
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
|
| |
Current assets |
30 203 |
64 263 |
70 456 |
140 713 |
318 |
3 611 |
|
| |
Current liabilities |
14 394 |
103 830 |
51 627 |
54 838 |
395 |
456 |
|
| |
Current net assets |
15 809 |
-39 567 |
18 830 |
85 875 |
-76 |
3 155 |
|
| |
|
|
| |
Non-current assets |
188 618 |
124 504 |
0 |
811 |
141 |
3 873 |
|
| |
Non-current liabilities |
182 290 |
54 696 |
9 029 |
68 928 |
20 718 |
17 063 |
|
| |
Non-current net assets |
6 328 |
69 808 |
-9 029 |
-68 117 |
-20 578 |
-13 190 |
|
| |
|
|
| |
Net assets |
22 137 |
30 241 |
9 800 |
17 758 |
-20 654 |
-10 036 |
|
| |
|
|
|
| |
Accumulated NCI |
4 899 |
8 493 |
2 930 |
8 629 |
-8 711 |
-3 587 |
|
| |
|
|
| |
Overvik Eiendom AS |
Overvik Lokalsenter AS |
Tech Damper AS |
|
| |
Summarised statement of comprehensive income |
2021 |
2020 |
2021 |
2020 |
2021 |
2020 |
|
| |
|
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
|
| |
Revenue |
0 |
0 |
0 |
0 |
1 076 |
1 076 184 |
|
| |
Profit for the period |
-8 104 |
593 |
-7 958 |
-318 |
-11 833 |
-8 869 |
|
| |
Other Comprehensive income |
0 |
0 |
0 |
0 |
0 |
0 |
|
| |
Total Comprehensive income |
-8 104 |
593 |
-7 958 |
-318 |
-11 833 |
-8 869 |
|
| |
|
|
|
| |
Profit allocated to NCI |
-3 594 |
-3 061 |
-5 699 |
-228 |
-5 101 |
-3 283 |
|
| |
Dividends paid to NCI |
0 |
11 106 |
0 |
0 |
0 |
0 |
|
| |
| |
Summarised balance sheet |
Overvik Utvikling AS |
|
Summarised statement of comprehensive income |
Overvik Utvikling AS |
|
| |
2021 |
2020 |
|
2021 |
2020 |
|
| |
NOK'000 |
NOK'000 |
|
NOK'000 |
NOK'000 |
|
| |
Current assets |
321 482 |
485 629 |
|
Revenue |
0 |
0 |
|
| |
Current liabilities |
161 671 |
58 833 |
|
Profit for the period |
-230 301 |
-8 989 |
|
| |
Current net assets |
159 811 |
426 796 |
|
Other comprehensive income |
0 |
0 |
|
| |
Total comprehensive income |
-230 301 |
-8 989 |
|
| |
Non-current assets |
57 230 |
83 482 |
|
|
|
| |
Non-current liabilities |
346 229 |
409 164 |
|
Profit allocated to NCI |
-102 139 |
0 |
|
| |
Non-current net assets |
-288 999 |
-325 682 |
|
Dividends paid to NCI |
0 |
0 |
|
| |
| |
Net assets |
-129 187 |
101 114 |
|
| |
|
|
| |
Accumulated NCI |
-102 272 |
0 |
|
| |
| |
Interests in associates and joint ventures |
|
| |
Set out below are the associates and joint ventures of the group as of 31st December 2021 which, in the opinion of the directors, are material to the group. The entities listed below have share capital consisting solely of ordinary shares, which are held directly by the group. The proportion of ownership interest is the same as the proportion of voting rights held. |
|
| |
| |
|
|
Carrying amount |
|
| |
Name of entity |
Place of business |
% of ownership interest |
Nature of relationship |
Measure- ment method |
2021 |
2020 |
|
| |
|
|
NOK'000 |
NOK'000 |
NOK'000 |
|
| |
K-TO AS * |
Norway |
50 |
Associate |
Equity method |
0 |
43 552 |
|
| |
Overvik T1 AS ** |
Norway |
27 |
Associate |
Equity method |
20 704 |
20 704 |
|
| |
Oreid Eiendom AS *** |
Norway |
40 |
Associate |
Equity method |
11 761 |
12 592 |
|
| |
Overvik Bygginvest 1 AS **** |
Norway |
34 |
Associate |
Equity method |
8 321 |
5 351 |
|
| |
HH Prosjekt AS ***** |
Norway |
0 |
Associate |
Equity method |
0 |
10 596 |
|
| |
Opsahlhaven Utvikling AS ***** |
Norway |
0 |
Associate |
Equity method |
0 |
6 988 |
|
| |
Other/Immaterial associates |
|
6 009 |
11 913 |
|
| |
Total equity accounted investments |
|
46 795 |
111 695 |
|
| |
|
|
| |
*K-TO AS invests in companies involved in real estate and financial investments. |
|
| |
|
|
| |
**Overvik T1 AS develops land areas. The group invites experienced partners to join the final development of its projects. Because of this strategy Overvik T1 AS is an associate and not a subsidiary to the group. |
|
| |
|
|
| |
***Oreid Eiendom AS makes investments in companies developing land. |
|
| |
|
|
| |
****Overvik Bygginvest AS is a single purpose real estate company, with investment in the first plot at Overvik (74 units) |
|
| |
|
|
| |
***** Opsahlhaven Utvikling AS and HH Prosjekt AS was sold during 2021. |
|
| |
|
|
| |
Summarised financial information for associates and joint ventures |
|
| |
The tables below provide summarised financial information for those joint ventures and associates that are material to the group. The information disclosed reflects the amounts presented in the financial statements of the relevant associates and joint ventures and not Holmetjern Invest AS`s share of those amounts. They have been amended to reflect adjustments made by the entity when using the equity method, including fair value adjustments. The amounts are presented in NGAAP. As a result, the carrying amount of interests in associates will not match the groups share of net assets. |
|
| |
| |
Summarised balance sheet (company accounts) |
K-TO AS |
Overvik T1 AS |
Oreid Eiendom AS |
|
| |
|
2021 |
2020 |
2021 |
2020 |
2021 |
2020 |
|
| |
|
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
|
| |
Current assets |
|
| |
Cash and cash equivalents |
3 754 |
339 |
9 034 |
9 771 |
3 964 |
4 |
|
| |
Other current assets |
20 747 |
28 631 |
0 |
742 |
0 |
0 |
|
| |
Total current assets |
24 501 |
28 970 |
9 034 |
10 514 |
3 964 |
4 |
|
| |
Non-current assets |
142 408 |
231 757 |
209 714 |
183 360 |
51 238 |
54 583 |
|
| |
Current liabilities |
|
| |
Financial liabilities (excluding trade payables) |
79 920 |
80 000 |
0 |
0 |
0 |
0 |
|
| |
Other current liabilities |
9 248 |
18 766 |
199 |
240 |
0 |
0 |
|
| |
Total current liabilities |
89 168 |
98 766 |
199 |
240 |
0 |
0 |
|
| |
Non-current liabilities |
|
| |
Financial liabilities (excluding trade payables) |
159 304 |
140 771 |
178 919 |
154 004 |
38 701 |
35 925 |
|
| |
Other non-current liabilities |
0 |
0 |
0 |
0 |
0 |
0 |
|
| |
Total non-current liabilities |
159 304 |
140 771 |
178 919 |
154 004 |
38 701 |
35 925 |
|
| |
Net assets |
-81 562 |
21 191 |
39 629 |
39 629 |
16 500 |
18 662 |
|
| |
|
|
|
| |
Reconciliation to carrying amounts (consolidated accounts) |
|
| |
Opening net assets 1st January |
87 103 |
80 461 |
42 363 |
42 343 |
31 479 |
30 501 |
|
| |
Profit for the period |
-87 103 |
11 642 |
0 |
4 |
-2 075 |
978 |
|
| |
Other comprehensive income |
0 |
0 |
0 |
0 |
0 |
0 |
|
| |
Dividends paid |
0 |
-5 000 |
0 |
-112 |
0 |
0 |
|
| |
Closing net assets |
0 |
87 103 |
42 363 |
42 256 |
29 404 |
31 479 |
|
| |
|
|
|
| |
Group`s share in % |
50 % |
50 % |
49 % |
49 % |
40 % |
40 % |
|
| |
Group`s share in NOK |
0 |
43 552 |
20 704 |
20 705 |
11 761 |
12 592 |
|
| |
Goodwill |
0 |
0 |
0 |
0 |
0 |
0 |
|
| |
Carrying amount |
0 |
43 552 |
20 704 |
20 705 |
11 761 |
12 592 |
|
| |
|
|
|
| |
Summarised statement of comprehensive income (company accounts) |
K-TO AS |
Overvik T1 AS |
Oreid Eiendom AS |
|
| |
|
2021 |
2020 |
2021 |
2020 |
2021 |
2020 |
|
| |
|
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
|
| |
Revenue |
0 |
0 |
0 |
0 |
0 |
0 |
|
| |
Interest income |
1 870 |
1 378 |
4 |
4 |
132 |
246 |
|
| |
Other financial income |
2 375 |
4 866 |
0 |
0 |
470 |
0 |
|
| |
Depreciation and amortisation |
65 812 |
0 |
0 |
0 |
0 |
0 |
|
| |
Interest expense |
13 910 |
12 788 |
0 |
0 |
2 701 |
1 933 |
|
| |
Income tax expense |
0 |
0 |
0 |
0 |
0 |
0 |
|
| |
Profit from continuing operations |
-102 753 |
-7 396 |
0 |
4 |
-2 162 |
-1 746 |
|
| |
Profit from discontinued operations |
0 |
0 |
0 |
0 |
0 |
0 |
|
| |
|
|
| |
Profit for the period |
-102 753 |
-7 396 |
0 |
4 |
-2 162 |
-1 746 |
|
| |
Other comprehensive income |
0 |
0 |
0 |
0 |
0 |
0 |
|
| |
Total comprehensive income |
-102 753 |
-7 396 |
0 |
4 |
-2 162 |
-1 746 |
|
| |
|
|
|
| |
Dividends received from associates |
0 |
2 500 |
0 |
0 |
0 |
0 |
|
| |
| |
Summarised balance sheet |
Overvik Bygginvest 1 AS |
HH Prosjekt AS |
Opsahlhaven Utvikling AS |
|
| |
|
2021 |
2020 |
2021 |
2020 |
2021 |
2020 |
|
| |
|
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
|
| |
Current assets |
|
| |
Cash and cash equivalents |
556 |
6 615 |
0 |
1 098 |
0 |
249 |
|
| |
Other current assets |
22 061 |
22 061 |
0 |
20 046 |
0 |
21 513 |
|
| |
Total current assets |
22 617 |
28 676 |
0 |
21 144 |
0 |
21 762 |
|
| |
Non-current assets |
2 463 |
10 560 |
0 |
50 |
0 |
8 |
|
| |
Current liabilities |
|
| |
Financial liabilities (excluding trade payables) |
0 |
0 |
0 |
0 |
0 |
0 |
|
| |
Other current liabilities |
|
0 |
2 |
0 |
89 |
|
| |
Total current liabilities |
0 |
0 |
0 |
2 |
0 |
89 |
|
| |
Non-current liabilities |
|
| |
Financial liabilities (excluding trade payables) |
11 379 |
24 972 |
0 |
0 |
0 |
7 711 |
|
| |
Other non-current liabilities |
0 |
0 |
0 |
0 |
0 |
0 |
|
| |
Total non-current liabilities |
11 379 |
24 972 |
0 |
0 |
0 |
7 711 |
|
| |
Net assets |
13 701 |
14 265 |
0 |
21 192 |
0 |
13 971 |
|
| |
|
|
|
| |
Reconciliation to carrying amounts: |
|
| |
Opening net assets 1 January |
15 645 |
0 |
0 |
55 |
0 |
25 |
|
| |
Profit for the period |
8 686 |
15 645 |
|
16 137 |
|
-19 |
|
| |
Other comprehensive income |
|
0 |
0 |
0 |
0 |
0 |
|
| |
Share capital increase/reduction |
0 |
0 |
0 |
5 000 |
0 |
13 970 |
|
| |
Dividends paid |
0 |
0 |
0 |
0 |
0 |
|
|
| |
Closing net assets |
24 331 |
15 645 |
0 |
21 192 |
0 |
13 976 |
|
| |
|
|
|
| |
Group`s share in % |
34 % |
34 % |
0 % |
50 % |
0 % |
50 % |
| |
Group`s share in NOK |
8 321 |
5 351 |
0 |
10 596 |
0 |
6 988 |
|
| |
Goodwill |
0 |
0 |
0 |
0 |
0 |
0 |
|
| |
Carrying amount |
8 321 |
5 351 |
0 |
10 596 |
0 |
6 988 |
|
| |
|
|
| |
Summarised statement of comprehensive income |
|
|
|
|
| |
|
2021 |
2020 |
2021 |
2020 |
2021 |
2020 |
|
| |
|
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
|
| |
Revenue |
0 |
0 |
0 |
0 |
0 |
0 |
|
| |
Interest income |
410 |
807 |
0 |
0 |
0 |
0 |
|
| |
Depreciation and amortisation |
0 |
0 |
0 |
0 |
0 |
0 |
|
| |
Interest expense |
908 |
744 |
0 |
0 |
0 |
18 |
|
| |
Income tax expense |
0 |
0 |
0 |
0 |
0 |
-5 |
|
| |
|
|
| |
Profit from continuing operations |
-564 |
16 658 |
|
16 137 |
0 |
-19 |
|
| |
Profit from discontinued operations |
0 |
0 |
0 |
0 |
0 |
0 |
|
| |
|
|
| |
Profit for the period |
-564 |
16 658 |
0 |
16 137 |
0 |
-19 |
|
| |
Other comprehensive income |
0 |
0 |
0 |
0 |
0 |
0 |
|
| |
Total comprehensive income |
-564 |
16 658 |
0 |
16 137 |
0 |
-19 |
|
| |
|
|
|
| |
Dividends received from associates |
0 |
0 |
0 |
0 |
0 |
0 |
|
| |
|
|
| |
Individually immaterial associates |
|
| |
In addition to the interests in associates disclosed above, the group also has interests in a number of individually immaterial associates that are accounted for using the equity method. |
|
| |
|
2021 |
2020 |
|
| |
|
NOK'000 |
NOK'000 |
|
| |
Aggregate carrying amount of individually immaterial associates |
6 009 |
11 913 |
|
| |
Aggregate of the group`s share of: |
|
| |
Profit from continuing operations |
4 171 |
-3 633 |
|
| |
Post-tax profit or loss from discontinued operations |
|
| |
Other comprehensive income |
|
|
| |
Total comprehensive income |
4 171 |
-3 633 |
|
|
|
|
|
|
|
|
| |
Note 10 Goodwill |
|
| |
|
|
| |
|
Goodwill |
Total |
|
| |
Cost at 1st Jan 2020 |
6 975 |
6 975 |
|
| |
Accumulated impairment |
0 |
0 |
|
| |
Net ledger amount 1st Jan 2020 |
6 975 |
6 975 |
|
| |
Additions |
0 |
0 |
|
| |
Disposals |
0 |
0 |
|
| |
Impairment charge |
-6 975 |
-6 975 |
|
| |
Net ledger amount 31st Dec 2020 |
0 |
0 |
|
| |
|
|
|
| |
Cost at 1st Jan 2021 |
0 |
0 |
|
| |
Accumulated impairment |
0 |
0 |
|
| |
Net ledger amount 1st Jan 2021 |
0 |
0 |
|
| |
Additions |
2 246 |
0 |
|
| |
Disposals |
0 |
0 |
|
| |
Impairment charge |
0 |
0 |
|
| |
Net ledger amount 31st Dec 2021 |
2 246 |
2 246 |
|
| |
|
|
| |
Goodwill was originally arisen from the purchase of Tech Damper AS. There was an impairment down to 0 NOK in 2020. |
|
| |
|
|
| |
During 2021, the Group has increased their number of shares in Mercur Capital ASA, and the company is now a subsidiary of Holmetjern Invest AS. As a consequence of this, there has arisen goodwill of NOK 2 245 953. |
|
| |
|
|
| |
Note 11 Income tax expense |
|
| |
|
|
| |
Income tax expense |
|
| |
|
2021 |
2020 |
|
| |
|
NOK'000 |
NOK'000 |
|
| |
Current tax |
|
| |
Current tax on profits for the year |
7 |
-349 |
|
| |
Adjustments for current tax of prior periods |
0 |
0 |
|
| |
Total current tax expense |
7 |
-349 |
|
| |
|
|
|
| |
Deferred income tax |
|
| |
Decrease/(increase) in deferred tax asset |
-11 284 |
-16 658 |
|
| |
(Decrease)/increase in deferred tax liabilities |
0 |
0 |
|
| |
Misstatements previous years |
-1 012 |
230 |
|
| |
Total deferred tax expense/(benefit) |
-12 296 |
-16 428 |
|
| |
Income tax expense |
-12 289 |
-16 777 |
|
| |
|
|
| |
Significant estimates - uncertain tax position |
|
| |
There are no uncertain tax positions identified. |
|
| |
|
|
| |
Numerical reconciliation of income tax expense to tax payable |
|
| |
|
2021 |
2020 |
|
| |
|
NOK'000 |
NOK'000 |
|
| |
|
|
| |
Tax at the Norwegian tax rate of 22% |
-72 322 |
-14 095 |
|
| |
Tax effect of amounts which are not deductible (taxable) |
|
| |
in calculating taxable income: |
|
| |
|
|
| |
Share of net profit from associates accounted for using the equity method |
9 012 |
-3 686 |
|
| |
Gain on realization of shares and other financial instruments |
-4 627 |
0 |
|
| |
Loss on realization of shares and other financial instruments |
0 |
74 |
|
| |
Tax effect of deferred tax assets which are not included in the financial statement |
62 399 |
0 |
|
| |
Fair value adjustments without tax effect |
-12 198 |
-436 |
|
| |
Dividends under the tax exemption rules |
0 |
0 |
|
| |
Amortisation and impairment charges on goodwill |
0 |
1 592 |
|
| |
Other tax-free income/non-deductible costs |
5 447 |
-225 |
|
| |
|
|
|
| |
|
-12 289 |
-16 777 |
|
| |
|
|
| |
Note 12 Deferred tax balance |
|
| |
|
|
| |
Deferred tax assets |
|
| |
|
2021 |
2020 |
2019 |
|
| |
|
NOK'000 |
NOK'000 |
NOK'000 |
|
| |
The balance comprises temporary differences attributable to: |
|
| |
Tax losses |
62 202 |
49 950 |
35 181 |
|
| |
Fixed assets |
-111 |
-85 |
-2 053 |
|
| |
Inventory |
27 696 |
-14 417 |
-11 767 |
|
| |
Receivables |
9 251 |
0 |
0 |
|
| |
Disallowed interest deduction carried forward |
6 272 |
4 660 |
4 723 |
|
| |
Deferred revenue |
0 |
2 308 |
0 |
|
| |
Other |
-142 |
-11 |
-125 |
|
| |
Total deferred tax assets |
105 168 |
42 406 |
25 959 |
|
| |
Unrecognized deferred tax asset |
-51 568 |
-89 |
-300 |
|
| |
Net deferred tax assets |
53 600 |
42 316 |
25 658 |
|
| |
|
|
| |
|
|
| |
Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise temporary differences and losses. |
|
| |
|
|
| |
Note 13 Revenue from contracts with customers |
|
| |
|
|
| |
Disaggregation of revenue from contracts with customers |
|
| |
The group derives revenue from the transfer of goods and services at a point in time in the following segments: |
|
| |
|
|
| |
2021 |
Real estate |
Other |
Total |
|
| |
|
NOK'000 |
NOK'000 |
NOK'000 |
|
| |
Segment revenue |
2 349 |
2 299 |
4 649 |
|
| |
Inter-segment revenue |
0 |
0 |
0 |
|
| |
Revenue from external customers |
2 349 |
2 299 |
4 649 |
|
| |
Timing of revenue |
|
|
| |
- At point in time |
2 349 |
2 299 |
4 649 |
|
| |
- Over time |
0 |
0 |
0 |
|
| |
|
2 349 |
2 299 |
4 649 |
|
| |
|
|
|
| |
|
|
| |
2020 |
Real estate |
Other |
Total |
|
| |
|
NOK'000 |
NOK'000 |
NOK'000 |
|
| |
Segment revenue |
2 448 |
1 120 |
3 568 |
|
| |
Inter-segment revenue |
0 |
0 |
0 |
|
| |
Revenue from external customers |
2 448 |
1 120 |
3 568 |
|
| |
Timing of revenue |
|
|
| |
- At point in time |
2 448 |
1 120 |
3 568 |
|
| |
- Over time |
0 |
0 |
0 |
|
| |
|
2 448 |
1 120 |
3 568 |
|
| |
|
|
| |
|
|
| |
Revenues from external customers come from the sale of property projects (apartments, land etc), and sales of goods and services in relation to the industry companies. |
|
| |
| |
Real estate - Land development and resale: |
|
| |
The group is involved in different real estate projects, where the main activity is development and sale of residential properties. Sales are recognised when control of the property has been transferred, that is when the customer has received the right to use the property in question. The properties have generally no alternative use for the group due to contractual restrictions. However, an enforceable right to payment does not arise until legal title has passed to the customer. Therefore, revenue is recognised at a point in time when the legal title has passed to the customer. |
|
| |
|
|
| |
Other: |
|
| |
Sales are recognised when control of the products has been transferred, specifically when the products have been delivered to the customer. Delivery occurs when the products have been shipped to the specific location, the risk of obsolescence and loss have been transfers to the customer, and either the customer has accepted the products in accordance with the sales contract or the group has objective evidence that all criteria for acceptance have been satisfied. The industry division also provides services to the clients. Revenue from providing services is recognised in the accounting period in which the services are rendered. |
|
| |
|
|
| |
The group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. Consequently, the group does not adjust any of the transaction prices for the time value of money. |
|
| |
|
|
| |
Note 14 Equity |
|
| |
|
|
| |
Share capital and share premium |
|
| |
|
|
| |
2021 |
2020 |
2021 |
2020 |
|
| |
Number of Shares |
Number of Shares |
NOK'000 |
NOK'000 |
|
| |
Ordinary shares |
| |
Fully paid |
100 000 |
100 000 |
200 |
200 |
|
| |
Total share capital and share premium |
100 000 |
100 000 |
200 |
200 |
|
| |
|
|
| |
|
|
| |
Movements in ordinary shares: |
|
| |
|
|
| |
Number of shares |
Per value |
Share premium |
Total |
|
| |
NOK'000 |
NOK'000 |
NOK'000 |
|
| |
Details |
|
|
| |
Balance 31st December 2020 |
100 000 |
200 |
10 |
210 |
|
| |
Balance 31st December 2021 |
100 000 |
200 |
10 |
210 |
|
| |
|
|
| |
Ordinary shares |
|
| |
Ordinary shares have a par value of NOK 2.00. They entitle the holder to participate in dividends, and to share the proceeds of winding up the company in proportion to the number of and amounts paid on the shares held. |
|
| |
|
|
| |
Every shareholder that is present at a shareholder meeting, or represented by proxy, is entitled to vote by one vote per share the shareholder owns or represents. |
|
| |
|
|
| |
Going Concern |
|
| |
The equity for the Group was at the end of fiscal year 2021 negative MNOK 248,6. For 2020 the equity was positive MNOK 67,6. Due to The City Council of Trondheim proposed changes in zoning for parts of the Overvik Area, the Group has, in line with the accounting principle of conservatism, updated unaffiliated third-party valuations of its residential assets, leading to write-downs in the affected plots. Concurrently, the Group had signed a contract to sell off unaffected portions of the Overvik area, profits of which can already be seen in Q1 in 2022. The ledger value of these assets is still based on historical cost as of this reporting, and therefore the added value for these assets does not show until Q1 2022. The Group is currently facing a negative working capital and increased refinancing risk as the bond is maturing 16 June 2022 and is therefore classified from non-current liability to current liability as of 31 December 2021. The Board is closely monitoring the situation and the responsibilities following § 3-4 and 3-5 in the Norwegian Limited Liability Companies Act. The Board are working towards a refinancing of the bond loans and are confident in reaching a sustainable debt structure going forward. Still, as no agreement has been made, the circumstances indicate that a material uncertainty exists that may cast doubt on the Company's ability to continue as a going concern. Following the completion of the sale, the board has worked closely with banks to achieve an optimal refinancing plan, which together with the settlement received will repay the bond in its entirety. Refinancing is in a final phase, and the annual accounts are therefore prepared on the assumption of continued operations. Together with ongoing refinancing and the sales transaction, there will be good solvency for continued operations in the Group. |
|
| |
|
|
| |
Note 15 Remuneration |
|
| |
|
|
| |
|
2021 |
2020 |
|
| |
|
NOK'000 |
NOK'000 |
|
| |
Salaries |
3 938 |
4 023 |
|
| |
Pension costs |
135 |
142 |
|
| |
Payroll tax |
512 |
576 |
|
| |
Finance tax |
56 |
39 |
|
| |
Other compensations and social costs |
-1 420 |
-1 345 |
|
| |
Capitalized personnel expenses |
3 221 |
3 435 |
|
| |
Total payroll costs |
|
|
| |
|
6 |
6 |
|
| |
Average number of employees |
|
| |
|
|
| |
For defined contribution plans, the group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual, or voluntary basis. The group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available. |
|
| |
Compensation to the board of directors (BoD), the corporate executive committee (CEC) and other key management personnel |
|
| |
|
|
| |
Name |
Position |
Salaries |
Pension |
Other benefits |
|
| |
Endre Kolbjørnsen |
Chairman of the Board |
426 |
7 |
0 |
|
| |
Karl Albrecht Selmer |
Member of the Board/CEO |
552 |
9 |
0 |
|
| |
Kolbjørn Selmer |
Member of the Board |
0 |
0 |
0 |
|
| |
Total |
978 |
16 |
0 |
|
| |
|
|
| |
Other key management personnel are compensated in Selmer Holding AS and this compensation is part of the basis for the management fee that is invoiced to the group. |
|
| |
On 31st December 2021 there were no loans to the members of the BoD or the CEO. |
|
| |
|
|
| |
Auditor`s remuneration |
|
| |
|
2021 |
2020 |
|
| |
|
NOK'000 |
NOK'000 |
|
| |
Audit fee |
1 264 |
926 |
|
| |
Audit related fee |
0 |
0 |
|
| |
Tax fee |
0 |
0 |
|
| |
Other service fee |
38 |
399 |
|
| |
Total |
1 301 |
1 325 |
|
| |
|
|
|
| |
Note 16 Administrative expenses |
| |
|
|
| |
|
2021 |
2020 |
|
| |
Administrative expenses |
NOK'000 |
NOK'000 |
|
| |
Total payroll costs |
3 221 |
3 435 |
|
| |
Depreciations and amortizations |
1 785 |
426 |
|
| |
Management fee |
27 879 |
30 392 |
|
| |
Other operating expenses |
65 501 |
4 484 |
|
| |
Administrative expenses |
98 387 |
39 837 |
|
| |
|
|
|
| |
|
|
| |
|
2021 |
2020 |
|
| |
Finance income |
NOK'000 |
NOK'000 |
|
| |
Interest income |
6 492 |
5 920 |
|
| |
Revaluation of financial assets at fair value |
0 |
1983 |
|
| |
Dividend |
0 |
0 |
|
| |
Profit from sale of shares |
0 |
4 |
|
| |
Other financial income |
4 272 |
1 114 |
|
| |
Finance income |
10 764 |
9 021 |
|
| |
|
|
| |
Note 17 Events after the reporting period |
|
| |
|
|
| |
Partial sale of the Overvik Area |
|
| |
An agreement for selling large portions of Overvik area is signed and the transaction will be finalized during Q2 in 2022. Thus 2022 is already projected to deliver good profits. The sale encompasses subsidiaries Overvik Utvikling AS, Overvik Panorama 1 AS and Overvik T1 AS. This represents a major shift in the Groups and the parent companys asset portfolio. As a consequence, the Groups debts and other liabilities will be significantly reduced. |
|
| |
| |
Change in valuation of assets |
| |
There has been a positive change in the valuation of some assets owned by Overvik Lokalsenter AS and Blekkan Utvikling AS since the last reported Q4 Management Report dated 28.02.22. The new appraisals value assets in Overvik Lokalsenter AS having been increased from MNOK 52,7 to MNOK 68,7. The assets in Blekkan Utvikling AS have increased from MNOK 53,9 to MNOK 85,2 by the new appraisals. |
| |
| |
Since the last report, there have been changes in the valuations of the assets of Overvik Utvikling AS. As a consequence of the decision made in April 2021 by the city council in Trondheim, there has been a write-down in the areas affected by this. Total write-down was estimated MNOK 183,0. |
| |
| |
Mercur Capital ASA was sold during Q1 2022. The ledger values of this asset reflect the sales value. Based on the agreed price, there has been a write down in the Group's subsidiary investments. The ledger value of Mercur Capital ASA is now MNOK 3,8. |
| |
| |
The most significant changes are presented in the table below, and summarises the change in valuation of Overvik Lokalsenter, Overvik Utvikling and Mercur Capital ASA, in addition to the most significant changes in receivables related to K-TO and Overvik Eiendom. |
| |
| |
Under is a summary of the most significant changes from last Q4 report to the annual accounts presented in this report: |
| |
| |
|
Q4 rapport 2021 |
Changes in inventories |
Changes in receivables |
Other changes |
Annual Report 2021 |
| |
Changes in profit before income tax |
-143 855 |
-150 064 |
11 023 |
-45 840 |
-328 736 |
| |
| |
Debt cancellation |
| |
An agreement of debt cancellation between Overvik Utvikling AS (lender) and Overvik Lokalsenter AS has been entered, total debt cancelled is MNOK 73,9. Similar agreement is agreed between Blekkan Eiendom AS (lender) and Blekkan Utvikling AS where total debt cancelled is MNOK 40,2. The debt cancellation is rendered as a price reduction regulated in an agreement between the affected parties. |
| |
| |
Deferred tax assets |
| |
There has been changes in valuations of entered deferred tax assets. Entered deferred tax assets in some of the companies has been removed from the balance. Please look at tax notes in each subsidiary for further information |
| |
|
|
| |
Note 18 Business combinations |
|
| |
|
|
| |
There has been no business combinations during 2021. There has been no business combinations during 2020. |
|
|
|
|
|
|
|
|
| |
|
| |
|
|
| |
| |
Note 1 Wages and salaries |
|
| |
The company has employed one and a half full-time equivalent this accounting year |
|
| |
The company has set up a mandatory occupational pension arrangement. |
|
| |
|
|
| |
Specification of wages and salaries |
This year |
Last year |
|
| |
Salaries |
914 868 |
1 458 557 |
|
| |
Employer`s contributions |
131 300 |
201 581 |
|
| |
Pension costs |
16 337 |
19 632 |
|
| |
Other salary-release benefits |
1 734 |
2 807 |
|
| |
Total |
1 064 239 |
1 682 578 |
|
| |
| |
Salaries to the general manager: |
| |
Salaries |
Pension cost |
Total |
|
| |
General manager |
552 185 |
7 544 |
559 729 |
|
| |
| |
No pension benefits or other benefits beyond salaries have been paid to the managing or other directors. |
| |
|
|
| |
Kolbjørn Opsahl Selmer (Chairman of the board), indirectly owns 71.25% of the companys shares. |
|
| |
Karl Albrecht Opsahl Selmer (general manager), indirectly owns 23,75% of the companys shares. |
|
| |
| |
Auditors fees (numbers are included VAT) |
| |
2021 |
2020 |
|
| |
Auditing |
512 200 |
513 034 |
|
| |
Other consulting services |
124 275 |
299 588 |
|
| |
| |
Total |
636 475 |
812 622 |
|
| |
|
|
| |
Note 2 Fixtures and fittings, tools, office machinery |
|
| |
| |
Fixtures and fittings, office machinery etc. |
|
| |
| |
Original cost as at 1/1 |
162 610 |
|
| |
+ Additions |
0 |
|
| |
- Disposals |
0 |
|
| |
| |
Original cost as at 31/12 |
162 610 |
|
| |
| |
Acc. /depr as at 1/1 |
127 077 |
|
| |
+ Depreciation and amortization |
31 317 |
|
| |
+ Depr. revaluation |
0 |
|
| |
- Reversed depreciation |
0 |
|
| |
+ Extraordinary write - downs |
0 |
|
| |
| |
Acc./depr at as 31/12 |
158 394 |
|
| |
| |
Book value as at 31/12 |
4 216 |
|
| |
| |
Percentage for depreciation and amortization |
20-20 |
|
| |
| |
Note 3 - Transactions with related parties |
|
| |
The company has charged to expense management fees. The amount of 16 918 750 NOK has been paid to the controlling company Selmer Holding AS during 2021. There are also interests accrued and charged to expense due to loans to and from the related parties. |
|
| |
| |
Note 4 - Receivables |
| |
|
|
| |
|
Affiliation |
2021 |
2020 |
|
| |
Long-term receivables from subsidiaries |
|
| |
Tech Damper AS* |
Subsidiary |
0 |
13 939 868 |
|
| |
Norwegian Petroleum Services AS |
Subsidiary |
0 |
80 310 |
|
| |
Det Selmerske Rederi AS |
Subsidiary |
134 631 |
121 295 |
|
| |
Opsahlhaven AS |
Subsidiary |
0 |
3 522 617 |
|
| |
Overvik Eiendom AS** |
Subsidiary |
142 462 097 |
54 695 828 |
|
| |
Holmetjern Boliginvest AS |
Subsidiary |
0 |
2 701 367 |
|
| |
Welmax Concrete AS |
Subsidiary |
15 322 551 |
10 210 752 |
|
| |
Holmetjernskogen AS |
Subsidiary |
159 524 |
25 000 |
|
| |
Overvik Panorama 1 AS |
Subsidiary |
35 257 496 |
33 847 108 |
|
| |
Selmer Energi AS |
Subsidiary |
533 408 |
- |
| |
HTI 3 AS |
Subsidiary |
35 634 |
- |
| |
Total long-term receivables from subsidiaries |
|
193 905 341 |
119 144 145 |
|
| |
|
|
| |
K-To AS*** |
Associated |
17 085 695 |
4 485 677 |
|
| |
Opsahlhaven Utvikling AS |
Associated |
0 |
855 428 |
|
| |
Norse Development AS |
Associated |
5 668 052 |
4 460 784 |
|
| |
Oreid Eiendom AS |
Associated |
11 178 729 |
9 534 492 |
|
| |
Norwegian Soda Company AS |
Associated |
220 000 |
0 |
|
| |
Vågar Eiendom AS |
Associated |
2 464 587 |
1 839 564 |
|
| |
Total long-term receivables from associated companies |
|
36 617 062 |
21 175 945 |
|
| |
|
|
| |
Other long-term receivables |
|
| |
F.Brun Eiendom AS |
|
0 |
952 500 |
|
| |
Selmer Bolig AS |
|
21 494 |
20 000 |
|
| |
Epko AS |
|
1 000 000 |
1 000 000 |
|
| |
Pilar Management AS |
|
0 |
1 655 000 |
|
| |
Singsaker Eiendom AS |
|
0 |
1 405 000 |
|
| |
SON Service AS |
|
301 470 |
0 |
|
| |
Jago Holding AS |
|
301 470 |
0 |
|
| |
Total other long-term receivables |
|
1 624 434 |
5 032 500 |
|
| |
|
|
| |
Short-term receivables from subsidiaries |
|
2021 |
2020 |
|
| |
Overvik Eiendom AS** |
Subsidiary |
0 |
58 979 314 |
|
| |
Overvik Panorama 1 AS |
Subsidiary |
0 |
103 526 |
|
| |
Holmetjern Boliginvest AS group contribution |
Subsidiary |
764 233 |
|
| |
Total Short-term receivables from subsidiaries |
|
0 |
59 847 073 |
|
| |
|
|
| |
Other short-term receivables |
|
| |
K-To AS*** |
Associated |
0 |
30 757 990 |
|
| |
Overvik Bygginvest AS |
Associated |
3 897 433 |
6 530 010 |
|
| |
Amortizations |
|
50 000 |
79 170 |
|
| |
Tandberg Invest AS |
|
0 |
18 153 071 |
|
| |
Total other short-term receivables |
|
3 947 433 |
55 520 241 |
|
| |
|
|
| |
*Written-down to 0 during 2021 |
|
| |
** Entirety of the loan is defined as long-term in 2021 |
|
| |
*** Entirety of the loan is defined as long-term in 2021. The loan is in 2021 written down with MNOK 22,7. |
|
| |
|
|
|
| |
Interest on receivables |
|
|
| |
Interest on loans to subsidiaries |
14 747 711 |
|
| |
Interest on loans to associated companies |
4 187 837 |
|
| |
Interest on other receivables |
991 766 |
|
| |
Interest bond 1MNOK |
74 753 |
|
| |
Total interest on receivables |
19 927 314 |
|
|
|
|
|
|
|
|
| |
Note 5 - Investments |
|
| |
|
|
| |
The company has shares in the following subsidiaries: |
|
| |
| |
Ownership |
Voting rights |
Net Profit |
Equity |
|
| |
Subsidiary, office location: |
last year |
last year |
|
| |
Det Selmerske Rederi AS , Trondheim |
100,00 % |
100,00 % |
-10 014 |
-130 508 |
|
| |
Overvik Eiendom AS , Trondheim |
55,65 % |
55,65 % |
-8 104 220 |
22 136 885 |
|
| |
Tech Damper AS, Trondheim |
56,89 % |
56,89 % |
-11 832 884 |
-20 654 051 |
|
| |
Mercur Capital ASA, Trondheim |
100 % |
100,00 % |
-2 123 415 |
889 948 |
|
| |
Overvik Panorama 1 AS, Trondheim |
100,00 % |
100,00 % |
14 078 |
-849 305 |
|
| |
Holmetjern Boliginvest AS, Trondheim |
100,00 % |
100,00 % |
25 286 |
125 286 |
|
| |
Welmax Concrete AS, Trondheim |
100,00 % |
100,00 % |
-710 232 |
13 194 453 |
|
| |
Holmetjernskogen AS, Trondheim |
100,00 % |
100,00 % |
-74 529 |
-154 182 |
|
| |
Selmer Energi AS, Trondheim |
100,00 % |
100,00 % |
-363 336 |
-1 081 240 |
|
| |
HTI 3 AS, Trondheim |
100,00 % |
100,00 % |
-54 907 |
-33 099 |
|
| |
Storage Solutions AS, Trondheim |
3,33 % |
100,00 % |
0 |
24 430 |
|
| |
| |
The company has shares in the following associates: |
| |
| |
Ownership |
Voting rights |
Net Profit |
Equity |
|
| |
Associates, office location: |
last year |
last year |
|
| |
K-to AS, Trondheim |
50,00 % |
50,00 % |
-102 752 997 |
-81 562 395 |
|
| |
Holmstar AS, Trondheim |
34,00 % |
34,00 % |
410 640 |
81 740 |
|
| |
Mercur Corporate Advisors AS , Trondheim |
50,00 % |
25,00 % |
-60 803 |
-23 962 |
|
| |
Oreid Eiendom AS, Trondheim |
40,00 % |
40,00 % |
-2 161 709 |
16 500 431 |
|
| |
Baccus Holding AS, Oslo |
25,00 % |
25,00 % |
15 829 436 |
5 354 387 |
|
| |
Norse Development AS, Trondheim |
50,00 % |
50,00 % |
-133 295 |
-1 013 313 |
|
| |
Overvik Bygginvest 1 AS , Trondheim |
34,25 % |
34,25 % |
-564 231 |
13 700 919 |
|
| |
Norwegian Soda Company, Vinterbro |
40,00 % |
40,00 % |
| |
| |
Mercur Capital ASA was sold during Q1 2022. The ledger values of this asset reflect the sales value. Based on the agreed price, there has been a write down in the company's subsidiary investments. The ledger value of Mercur Capital ASA is now written down to MNOK 3,8. The total write-down was MNOK 7,7. The investment in in K-TO has also been written down in 2021, total amount of MNOK 0,75. |
|
| |
| |
Note 6 - Bond |
| |
|
|
| |
Bond loans |
Amount 2021 |
Interest 2021 |
Amount 2020 |
Interest 2020 |
|
| |
|
NOK'000 |
NOK'000 |
NOK'000 |
NOK'000 |
|
| |
NO0010815632Holme 18/22 |
298 229 |
22 560 |
.296 448 |
25 055 |
|
| |
SUM |
298 229 |
22 560 |
296 448 |
25 055 |
|
| |
|
|
| |
The bond is interest-only through the loan period, which matures in June 2022. The bond therefore reclassified as current liability this year. Last year it was classified as a long-term liability |
|
| |
|
|
| |
Of the MNOK 300 000 bond, Holmetjern Invest AS holds MNOK 1 000. |
| |
| |
Covenants related to the bond: |
|
| |
▪ Bondholders holds a charge against the shares of Holmetjern Invest AS |
|
| |
▪ The company shall at all times maintain a minimum liquidity of NOK 20 million |
|
| |
▪ Net Loan-To-Value shall be below 65% |
|
| |
|
|
| |
Costs incurred in connection with the bond have been matched with the bond in the balance sheet and charged as an expense under amortized costs. |
|
| |
|
|
| |
Cost of the year |
Capitalized as at 31.12 |
|
| |
NOK'000 |
NOK'000 |
|
| |
4 629 |
771 |
|
| |
|
|
| |
Note 7 - Tax on profit on ordinary activities |
| |
| |
|
2021 |
2020 |
|
| |
|
|
| |
Changes in deferred tax/tax assets |
23 821 926 |
-9 307 260 |
|
| |
Total ordinary tax |
23 821 926 |
-9 307 260 |
|
| |
| |
Note 8 - Tax on profit on ordinary activities |
| |
| |
Deferred tax/deferred tax assets |
| |
| |
|
2021 |
2020 |
|
| |
+ Fixed assets, incl. goodwill |
-45 515 |
-26 631 |
|
| |
+/-Receivables/liabilities according to «Fordringsmodellen» |
-11 898 758 |
-11 898 758 |
|
| |
+ Accounts receivable |
-42 048 412 |
1 783 574 |
|
| |
-Taxable losses carried forward |
133 851 110 |
94 572 519 |
|
| |
= Basis for deferred tax |
-187 843 796 |
-108 281 482 |
|
| |
Deferred tax |
0 |
0 |
|
| |
Negative basis for deferred tax |
187 843 796 |
108 281 482 |
|
| |
= Basis for deferred tax |
187 843 796 |
108 281 482 |
|
| |
Deferred tax assets, recognized |
41 325 635 |
23 821 926 |
|
| |
Basis for not-entered deferred tax |
187 843 796 |
0 |
|
| |
Not-entered deferred tax |
41 325 635 |
0 |
|
| |
Entered deferred tax |
0 |
23 821 926 |
|
| |
| |
The company has from 2021 chosen not to enter deferred tax assets into its balance. |
|
| |
|
|
| |
Note 9 - Tax on profit on ordinary activities |
|
| |
|
|
| |
Reconciliation of tax against pre-tax profit/loss |
|
| |
| |
|
Basis |
Tax |
|
| |
Tax in income statement |
|
23 821 926 |
|
| |
Pre-tax profit/loss |
-83 378 601 |
-18 343 292 |
|
| |
Difference |
|
42 165 218 |
|
| |
Which comprise |
|
| |
Permanent differences |
3 816 287 |
839 583 |
|
| |
Not entered DT / DTA this year |
187 843 796 |
41 325 635 |
|
| |
Sum |
|
42 165 218 |
|