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NSI N.V.

Interim / Quarterly Report Jul 25, 2017

3867_ir_2017-07-25-064600_a3c7d643-1e57-4005-97e2-42d310650e4d.pdf

Interim / Quarterly Report

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HALF YEAR RESULTS

H1 2017

  • Execution of new strategy on track, with combined €337m of acquisitions/disposals in H1
  • EPRA EPS of €1.35 per share (up 21% on H1 2016)
  • EPRA NAV €35.44 per share at June 2017 (up 2% vs YE 2016)
  • Net rents up 1.8% on a like-for-like basis in H1 2017
  • Stable interim dividend of €1.04 per share, with optional share dividend
  • Acquisition of a 7,200sqm office building in Leiden for €17.5m

INDEX

NSI HIGHLIGHTS 3
CEO COMMENTS 4
INCOME, COST AND RESULTS 5
NETHERLANDS PROPERTY MARKET OVERVIEW 7
REAL ESTATE PORTFOLIO 8
BALANCE SHEET, NAV & FINANCING 12
CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION 13
EPRA KEY PERFORMANCE MEASURES 28
REVIEW REPORT PWC 27
APPENDIX II – SUPERVISORY BOARD ONLY 28

Definitions

EPRA

European Public Real Estate Association - Please refer for all EPRA definitions to www.epra.com/bpr

ERV

The estimated rental value (ERV) is the valuer's estimate of the open market rent that a property in its current state can reasonably be expected to achieve given its characteristics, condition, amenities, location and local market conditions.

Theoretical rent

The contractual rent for let space plus the ERV for vacant units.

G4

G4 refers to the locations Amsterdam, Den Haag, Rotterdam en Utrecht.

ICR

NSI calculates its interest coverage ratio for a given period by expressing the net rental income as a multiple of the net financing expenses.

Net LTV

The loan to value ratio is calculated by expressing the balance sheet value of interest bearing debts plus short term debts to credit institutions, net of cash and cash equivalents, as a percentage of the total real estate investments, including assets held for sale.

Financial calendar

Publication trading update Q3 2017 26 October 2017 For additional info please contact:
Publication preliminary results 2017 30 January 2018 NSI N.V.
Publication annual report 2017 9 March 2018 Investor Relations
Publication trading update Q1 2018 19 April 2018
Publication half year results 2018 19 July 2018 Dirk Jan Lucas
T +31 (0)20 763 0368
Ex-dividend date 31 July 2017 E [email protected]
Record date 1 August 2017
Stock dividend election period 2 – 16 August 2017 Publication date:
Payment of final dividend 21 August 2017 25 July 2017

NSI HIGHLIGHTS

Key financials metrics1

(€ '000) Supplemental2 IFRS3
H1 2017 H1 2016 H1 2017 H1 2016 Change %
Revenues and Earnings
Gross rental income 45,640 45,787 32,400 30,122 7.6%
Net rental income 36,446 33,910 25,273 21,839 15.7%
Direct investment result 24,175 19,842 21.8%
Indirect investment result 13,372 -9,050
Total investment result 37,547 10,792 247.9%
EPRA earnings per share (€) 1.35 1.11 21.4%
Dividend per share (€) 1.04 1.04 0.0%
EPRA cost ratio A (incl. direct vacancy costs) 26.4% 31.3% -4.9pp
EPRA cost ratio B (excl. direct vacancy costs) 23.9% 26.7% -2.8pp
(€ '000) 30 Jun 2017 31 Dec 2016 Change %
Balance Sheet
Real estate investments 879,323 770,434 14.1%
Assets held for sale 195,899 389,923 -49.8%
Net debt -410,176 -512,267 -19.9%
Equity 629,441 604,254 4.2%
IFRS equity per share (€) 34.70 33.76 2.8%
EPRA NAV per share (€) 35.44 34.61 2.4%
EPRA NNNAV per share (€) 34.89 33.56 4.0%
Net LTV 38.1% 44.1% -6.0pp
Number of ordinary shares outstanding4 18,137,084 17,900,230 1.3%
Weighted average number of ordinary shares outstanding 17,961,734 17,900,230 0.3%

Key portfolio metrics

Jun 17 Dec 16
Offices HNK Retail5 Other Total Total
Number of properties 107 13 19 3 142 165
Market value (€m) 721 157 186 11 1,075 1,160
Contracted rent (€m)6 57 13 15 1 86 98
ERV (€m) 70 20 16 1 107 116
Lettable area (k sqm) 477 122 106 15 720 870
EPRA Vacancy rate 20.5% 33.2% 16.1% 13.8% 22.2% 21.4%
WAULT (years) 5.2 3.1 5.0 4.2 4.8 4.7
Average rent/sqm (€/p.a.) 164 171 185 98 167 149
EPRA net initial yield 5.9% 4.4% 6.1% 10.0% 5.6% 6.0%

1 Based on unaudited results. 2016 numbers are adjusted to align with the following elements as reported in the 2016 year end results: 1) Lease incentives amortization from NRI to GRI, 2) Allocation of overhead from indirect to direct result, 3) Rent of NSI Head Office eliminated in GRI and admin expenses 2 Figures with Retail and Belgium reported as continuing operations, IOW as discontinued operations (sold)

3 Retail, Belgium and Intervest (IOW) operations accounted for as discontinued operations under IFRS regulations as adopted by the EU

4 The number of ordinary shares has changed due to stock dividend and a share consolidation see "Condensed consolidated financial information" note 13

5 Keizerslanden in Deventer that was sold in April is included in Retail, with the delivery and transfer of this asset set for 2018 and NSI benefitting from revenues in the meantime.

6 Before rent free and other rent incentives

CEO COMMENTS

The execution of our new strategy to become the leading valueadd Dutch office specialist, as announced in February 2017, is firmly on track. In H1 we sold €2377m of non-core assets and acquired €99m of offices with good medium term value-add potential. We now have circa €1.1bn of assets, of which 81% in offices and HNK.

The €151m disposal of 16 retail assets in April (at book value) and the €74m disposal of our Large Scale Retail portfolio in June (at a 9% premium) have reduced our retail exposure to €1648m. The pace of retail disposals is expected to slow from here, as the focus is now shifting to individual asset deals. As we have stated before, we are in no rush whatsoever and will sell only when the opportunity is right for our shareholders.

External valuations

In H1 2017 we have taken the final step in reducing our list of appraisers to three well-recognised international firms. Whilst we have seen a further write down of our provincial offices, a positive revaluation of the G4 offices and the HNK assets has more than compensated for this.

In what is an improving, but still discerning, investment market, we report an 0.6% average uplift in capital values for H1 2017. The evidence of our €237m in disposals so far this year, on average at circa 3% ahead of the December 2016 book value, should provide further comfort in our valuations.

Business & ESG performance

The 22.2% vacancy rate per H1 has been negatively impacted by the disposal of retail assets with lower vacancies. The like-for-like occupancy rate is down by 0.8%, largely due to three major office lease expiries in Q1.

We expect the occupancy rate to improve in H2 2017, even as we continue to face further lease expiries, in part as we expect to sign new tenants and in part due to continued asset rotation.

As of this interim report we will start to provide regular updates on the sustainability of our portfolio. Obviously there is more to sustainability than energy labels, but we recognise that this is where the focus is for the market for now. The Dutch Government has stipulated that as of 2023 all office buildings must have an energy label of C or better.

As of H1 2017 79 % (by value) of our office assets (including HNK) already have a C label or better. We estimate that it will cost €5m to upgrade all our offices to C label over the coming years.

Strategy update

We continue to work towards exiting the retail business. In certain of our retail assets we may invest additional capital first, if it will enable us to achieve a better exit later on.

A pick up in liquidity is noticeable in several regional office markets. This allows us to consider a wider range of options for some of our smaller non-G4 office assets. We will look to exploit this opportunity as to continue to rationalise our office portfolio. At present NSI is still active in 50+ local office markets and by reducing this number we can further improve our cost efficiency.

Following a review of the transformation potential of our assets we have reduced the list of opportunities to 9 assets, as we prefer to focus only on the larger, most promising, opportunities. We are preparing detailed plans for each opportunity and have no intention in exiting early if this would result in giving away most of the embedded upside to a third party developer.

A healthy balance sheet

As per the end of H1 2017 the LTV is 38.1%. The acquisition in Leiden announced post close results in an increase in the LTV to 39.3%. This is below the 40-45% target range previously indicated, but for now we are comfortable at the lower end of this range as a strong balance sheet does allow us to consider moving up the risk curve selectively, in search for better returns.

The LTV is set to remain volatile, depending on the timing and size of future disposals and acquisitions. We aim to retain a prudent balance sheet – taking into account the improving risk profile of the business – especially as the Dutch property cycle continues to mature.

Outlook 2017

Following a significant turnover in staff over the past 12 months, the new team is largely in place now. With the start of a trainee programme in September we are building a business that is ready for the future.

The EPRA EPS for H1 2017 is €1.35 per share. We expect a lower level of EPS for H2, due to the effect of recent disposals and as we plan to increase maintenance spending in H2. Whilst further acquisitions and disposals could still significantly impact the outlook, we forecast a 2017 EPRA EPS in the range of €2.52- €2.55.

We have decided to keep the 2017 interim dividend at €1.04 and will once again offer shareholders a share dividend alternative.

We are working hard to strengthen the business on many fronts. The portfolio quality and the still relatively modest occupancy rate are key priorities at this time. We are confident about the success of the ongoing transition, which is being supported by the positive outlook for the Dutch economy and for the G4 office markets in particular.

Bernd Stahli

7 Including Keizerslanden shopping centre

8 Excluding Keizerslanden shopping centre

INCOME, COST AND RESULTS

In the interest of continuity and clarity in our reporting, in this section the retail portfolio is treated as if it has not been discontinued. The notes to the IFRS condensed consolidated financial information later in this report treat both retail and Belgium as discontinued operations, in accordance with IFRS as adopted by the European Union.

Introduction

EPRA EPS for first half of 2017 is €1.35, a 21.4% increase compared to the same period last year. The results are impacted by various one-offs, both positive and negative.

In H1 2017 NSI incurred one-off restructuring costs of €0.7m. Total one-off costs are largely off-set by one-off revenues. Most of the positive one-offs are reflected in operating costs and in nonrecoverable service charges.

The indirect result for H1 2017 is €0.74 per share, which is positively impacted by €6.9m in asset revaluations, a €3.2m book profit on disposals and a €3.4m positive non-cash market-tomarket gain on financial derivatives.

Rental income

Gross rental income in the first half of 2017 is down by 0.3% (€0.1m), mainly due to net disposals. One-offs in GRI are €0.9m lower than for the comparable period last year.

Gross rents are down €0.3m (-0.9%) on a like-for-like basis, due to a lower occupancy rate. As a result of an improved operating margin like-for-like net rents are up by €0.5m (1.8%).

Service costs

Non-recoverable service charges of €1.2m are €1.0m lower than last year. Roughly half of the reduction is due to one-off releases of provisions relating to retail assets that have been sold.

Operating costs

Operating costs in H1 2017 are 17.1% (€1.6m) lower compared to H1 2016. Adjusting for one-offs, operating costs are circa €1.1m lower than last year.

NRI in H1 2017 is up by 7.5% (€2.5m). Excluding one-offs in both 2017 and 2016 NRI is up by 6.8%.

NSI has changed the way it is allocating its property management costs to operating costs. The new system is based on actual costs rather than on a fixed percentage of GRI. Consequently, property management costs are €0.6m higher than last year's restated figure.

The operating margin increased to 79.9%, up 5.8% on H1 2016 (74.1%). Lower costs, in particular maintenance costs, office acquisitions with better margins and one-offs all contribute to the higher margin. The operating margin for HNK is up, even though it has been negatively affected by the change in the cost allocation.

Administrative expenses

Administrative expenses are €4.4m, a €0.2m decrease versus 2016. One-offs in admin expenses amount to €0.8m versus €0.6m in the first half of 2016. These costs mainly relate to personnel change and consultancy and audit fees.

NSI continues to seek a further reduction in overhead costs. Costs are expected to decline further due to ongoing cost cutting. In H1 2017 NSI has consolidated its entire staff on one floor, down from two, and the vacated floor has been let, generating additional income.

Net financing expenses

NSI continues to lower its funding costs, benefitting from lower margins and lower swap rates post the refinancing at the end of 2016 in combination with a reduction in the amount of debt. Financing costs are down €2.2m compared to H1 2016.

The cost of debt is 2.8% at the end of June 2017, stable compared to the end of 2016. Paying down the RCFs at below average margins has had a negative impact on the average interest rate, whilst the cancelation of a swap with an effective rate of 4.81% had a positive impact on the cost of debt.

Revaluation of investment

At June 2017 all assets have been externally appraised. The total revaluation for the half year is €6.9m, or 0.6%, with capital values in Amsterdam up 5.5% and in Other Netherlands down -8.3%.

Result on asset sales

The net result on asset disposals for H1 2017 is €3.2m. A positive €6.5m result on the disposal of the Large Scale Retail portfolio is reduced by sales costs for transactions of in total €237m.

Revaluation of derivatives

The derivatives portfolio shows a positive revaluation of €3.4m in the first half of 2017, as a consequence of the shorter duration of the legacy swaps and a small change in the yield curve.

Discontinued operations

In H1 2017 the retail portfolio and the last wholly-owned asset in Belgium are reported as discontinued operations. In H1 2016 the remaining stake in IOW in Belgium was reported as discontinued operation.

Post-closing events and contingencies

In July 2017 2 office buildings (in Maarssen and Gouda) were sold for a total amount of €2.5m, one at book value and one at a small premium.

On 18 July the Court of Appeal has rendered its judgement that Swiss Partners must pay an amount of € 4.9m, excluding legal interest.

On 19 July the District Court of Amsterdam has dismissed the claim of € 1.6m of the insurance company of one of the tenants in 't Loon Heerlen.

On 28 July NSI is set to acquire a €17.5m office building in Leiden.

EPRA Earnings, segment split and bridge to IFRS discontinued operations H1 2017

(€ '000) Continuing Discontinued Adj. to
Offices HNK Other Belgium Retail TOTAL discontinued TOTAL
Gross rental income 25,588 6,422 389 42 13,198 45,640 -13,240 32,400
Service costs not recharged -622 -496 101 -9 -210 -1,237 219 -1,018
Operating costs -3,752 -2,367 10 -5 -1,843 -7,958 1,848 -6,110
Net rental income 21,214 3,559 500 28 11,145 36,446 -11,173 25,273
Administrative costs -503 -134 -3,552 -1 -234 -4,425 235 -4,190
Earnings before interest and taxes 20,711 3,424 -3,052 26 10,911 32,021 -10,938 21,083
Net financing result -3 0 -7,834 -1 4 -7,834 -4 -7,838
Direct investment result before tax 20,708 3,424 -10,887 26 10,916 24,187 -10,941 13,245
Corporate income tax -2 -8 -3 -12 3 -9
Direct investment result discontinued operations 10,938 10,938
Direct investment result / EPRA earnings 20,708 3,423 -10,894 23 10,916 24,175 24,175
Revaluation of investments 4,035 4,705 631 -970 -1,479 6,922 2,449 9,372
Net result on sale of investments 216 0 2,974 3,190 2,974 216
Other indirect costs and income -30 14 -3 -19 3 -16
Net financing result 3,374 3,374 3,374
Indirect investment result before tax 4,221 4,719 4,005 -970 1,492 13,467 -522 12,945
Corporate income tax -95 -95 -95
Indirect investment result discontinued operations 522 522
Indirect investment result 4,221 4,719 3,910 -970 1,492 13,372 13,372
Investment result discontinued operations 11,460 11,460
Total investment result 24,929 8,142 -6,984 -947 12,408 37,547 37,547

NETHERLANDS PROPERTY MARKET OVERVIEW

Economy – positive momentum9

The Dutch economy is expected to grow by 2.5% in 2017, with the level of unemployment below 5% and falling. Consumer spending is increasing. The economic recovery has spread well beyond the Randstad, underpinned by house price inflation and persistent low interest rates.

This is having a positive effect on the Dutch real estate market, in particular on Amsterdam. Transaction volumes are above precrises highs, as investors appear to like the prospects for rental growth and yield levels that are relatively high in comparison to other European office markets.

Offices

The vacancy in the Dutch office market in H1 2017 has fallen to circa 6.5m sqm out of a stock of 54m sqm, a circa 12% vacancy rate. This is down from 12.7% at year-end 2016, according to JLL. In the period 2014 to 2016 most of the fall in the vacancy rate was due to net withdrawals and conversions, but this year it is mostly net take-up that is driving vacancy levels down.

Amsterdam is healthy and experiencing good rental growth. The vacancy rate at H1 2017 is circa 8%, and below 4% for modern grade-A space. Prime rents are up by 10-15% over the past year. Prime rents for the South-Axis submarket are now in excess of €400 per sqm and for many other submarkets rents are now well in excess of €200 per sqm. CBRE expects 7% pa rental growth for Amsterdam for 2017 and 2018, as new development supply is limited to a few submarkets.

Beyond Amsterdam the outlook is improving. Central Utrecht is performing well, with rental growth expected at 8% pa10. The Hague is seeing incentives being reduced, with rental growth bound to come next. Rotterdam, in contrast, appears to be lagging. In regional markets like Eindhoven and Den Bosch there is a noticeable pick up in leasing activity, but vacancy rates are often too high to expect any rental tension any time soon.

Office conversions & development

The continued strength of the housing market, in combination with an increasing number of local authorities recognising that some office markets are no longer fit for purpose, is resulting in a steady flow of office conversion projects. Whole office submarkets are in the process of being taken out for conversion, with Hoofddorp and Amersfoort as most notable examples.

At NSI we are being approached on a regular basis by local developers that are opportunistically looking for well-located secondary office stock to convert to alternative use. Assets are priced off residual land values including the running cash flow, with capital values in the range of €200-1600 per sqm.

In Amsterdam new development activity is mostly limited to the South-axis and Houthavens market. The current new supply is set to add circa 2% to the Amsterdam office stock by 2019 and is already mostly pre-let. The City of Amsterdam is considering to allow more development, including in other submarkets, but with no major new supply due before 2020 the near term outlook for rents is set to remain healthy.

The Utrecht central station area is set to see 208,000 sqm of new supply by 2022 which, given an office stock for the entire city of Utrecht of 2.5m sqm, is adding circa 8% of stock. As this location is prime/central and supported by excellent infrastructure this appears a good market to develop into.

HNK/Flex offices

The number of providers of flex offices and the stock of flex offices is increasing more or less in tandem with the strong growth in demand in recent years. In 2016 circa 7% of the office take up in Amsterdam was flex office-based and take up is estimated to grow at circa 20% pa.

The challenge for most flex office providers is the competition for the best space (and nowadays also the lesser space) from regular office tenants. Having to make concessions on location/product and facing higher ingoing rent costs as a result, for some the rollouts programmes will only work as long as demand is improving in line with the economy.

Some operators are bound to find out that growth is not the same as profitability. Especially those operators that are running smaller flex office facilities are at risk of a margin squeeze.

Retail

The outlook for retail is mixed. Consumer confidence is improving, but most of the growth in retail sales is enjoyed online and not in store. In some of the best high streets, including in Amsterdam, it appears prime rents have been pushed too far, whereas in most other markets rents have stabilised at lower levels.

Investment markets

Investment demand is strong, particularly in Amsterdam and the other G4 cities. Transaction volumes in 2017 are set to surpass previous record levels. Good quality product is becoming scarce and trades at yields that are no longer of interest for value-add or international private equity operators. Instead, these are attracting foreign capital with relatively modest return requirements.

Investors are moving up the risk curve in search for returns. Some provincial office markets are seeing a resurgence in interest, in part for the higher yield, if the WAULT is long enough, or for the potential to convert some assets into residential. Few investors are willing to buy vacancy in these markets in the hope that tenant demand will return.

Prime office yields in Amsterdam are now sub 4%. In the better submarkets yields of 5.5% are being noted for new product, but it is also still possible to find yields in excess of 7% for what are generally good quality buildings.

In the other G4 markets of Utrecht, The Hague and Rotterdam yields for prime assets are often still at 6.5%+.

9 The data in this section is based on a variety of industry sources and

reports, including JLL, CBRE and Cushman & Wakefield

10 Source CBRE for 2017 and 2018

REAL ESTATE PORTFOLIO

During the first 6 months of 2017 NSI has sold 2711 and acquired 3 assets. The majority of disposals are retail assets, which have been sold in 2 portfolio deals. A portfolio of 16 assets was sold at the end of April for €151m and the Large Scale Retail portfolio comprising 6 assets was sold at the end of June for €74m. A further small retail asset in Heerlen was sold in Q1. A total of 4 smaller offices in Heerlen, Groningen, Zwolle and Elst have been disposed during the period for €8.6m. NSI acquired 3 offices in Amsterdam and Utrecht for €99m.

Portfolio split - Jun 2017

# assets Value €m Value %
Offices 102 713 66%
HNK 13 157 15%
Other 2 9 1%
Total Investment properties 117 879 82%
Held for sale 25 196 18%
Total portfolio 142 1,075 100%

The share of Offices and HNK is 81% of the portfolio by value in Q2 2017, up from 66% at the end of 2016. The rotation out of smaller assets into larger, more efficient, assets continues apace. The average asset value is €7.6m in Q2 2017 (€7.0m Q4 2016).

Vacancy

The H1 2017 EPRA vacancy rate is 22.2%, a 0.8% deterioration from the end of last year. The increase is mostly due to the sale of retail assets with lower vacancy levels and the expiry of three large office leases in Q1. HNK continues to lease up well (-3.8%).

The improvement in the Offices vacancy rate (-0.8%) is driven by asset rotation, with the like-for-like vacancy rate for the standing portfolio increasing due to some large leases expiring in Q1.

EPRA Vacancy

Total portfolio 21.4% 0.8% 0.0% 22.2%
Other 16.5% -2.7% 0.0% 13.8%
Retail 12.5% 2.5% 1.1% 16.1%
HNK 37.1% -3.9% 0.0% 33.2%
Offices 21.3% 2.1% -2.9% 20.5%
Dec 16 L-f-l Other Jun 17

Rents

Net rental income in Q2 2017 is up 1.8% on a like-for-like basis compared to Q2 2016, with continued strong growth in HNK. In Offices the like-for-like has been particularly impacted by a lease expiry in Meppel, as reported in the first quarter.

Net rent growth like-for-like

Total portfolio 26.5 26.0 0.5 1.8%
Other 0.5 0.5 0.0 4.8%
Retail 5.4 5.2 0.2 3.2%
HNK 3.5 2.9 0.6 20.9%
Offices 17.1 17.4 -0.3 -1.9%
€m €m €m %
Q2 17 Q2 16 Change L-f-l

11 Including Keizerslanden in Deventer

One-offs in Q2 16 and Q2 17 are roughly stable and so have had no impact on the Q2 like-for-like reported.

The average lease maturity is stable compared to December 2016 at 4.8 years. This is a comfortable level, particularly when taking into account the typically shorter leases at HNK and the value add acquisitions in the first half of the year with typically shorter lease terms.

Annual expirations and reversion (€m)

Reversionary Potential, ERV bridge

At the end of June 2017 the portfolio is 3.5% over-rented, a major improvement compared to 6.7% at December 2016. This is partly due to the expiry of legacy over-rented lease contracts, partly due to the effect of disposals and acquisitions and partly due to an improvement in ERVs.

ERVs increased by 1.2% on a like-for-like basis. The ERVs for Offices and HNK are up by 1.3% and 2.1% respectively. In contrast retail ERVs are marginally lower, reflecting a still more challenging environment.

Reversion12,13

Dec 16 Jun 17
Offices -8.3% -3.2%
HNK 0.3% 2.4%
Retail -6.3% -9.2%
Other -17.3% -13.9%
Total portfolio -6.7% -3.5%

ERV like-for-like

Dec 16
€m
Jun 17
€m
Change
€m
Change
%
Offices 55.7 56.5 0.8 1.3%
HNK 19.9 20.3 0.4 2.1%
Retail 13.7 13.6 -0.1 -0.6%
Other 1.3 1.3 0.0 1.6%
Total portfolio 90.6 91.7 1.1 1.2%

12 Reversion = ERV let space / contractual rent

13 In 2016 HNK managed office ERVs are adjusted. Managed office ERVs are equal to contracted rents

The ERV bridge highlights that most of the upside sits in proactively reducing the vacancy.

Bridge contracted rent to ERV - Jun 17 (€m)

EPRA Yields

The EPRA net initial yield for the portfolio is 5.6%, down 40bps in comparison to the end of 2016. The fall is mostly due to portfolio rotation, with now a lower weight to slightly higher yielding retail assets, and due to the small uplift in capital values in H1 2017.

Yields
EPRA Net Initial Yield Reversionary yield
Jun 17 Dec 16 Jun 17 Dec 16
Offices 5.9% 6.0% 9.7% 9.9%
HNK 4.4% 4.3% 12.9% 13.1%
Retail 6.1% 6.4% 8.7% 8.8%
Other 10.0% 10.9% 11.5% 10.9%
Total 5.6% 6.0% 10.0% 10.0%

Valuations

The portfolio is externally appraised per June 2017. The uplift for H1 2017 is €6.9m (0.6%). The investment market continues to be polarised. Office values are up, largely driven by positive revaluations in Amsterdam (€18m; 5.5%).

The acquisitions made in 2015 and 2016 continue to perform well. Assets from the Cobra portfolio and Glass House were up 4.8% on average. In Other Randstad (€0.1m) the investment market is stabilising, whilst Other Netherlands (-€11.7m) remains a buyer's market. 107 -6 24

The HNK portfolio has noted a positive revaluation of €4.7m. The assets in Amsterdam and Utrecht are driving the uplift, whereas both Rotterdam and Den Bosch have seen small mark downs. The remaining HNKs are relatively stable.

The valuation of the retail portfolio is marginally down due to a small negative impact from lower ERVs.

Revaluations - Jun 2017

(€m) Valuation Revaluation
Jun 17 Positive Negative Total % YoY
Offices 721 26 -22 4 0.6%
HNK 157 8 -3 5 3.1%
Retail 186 2 -4 -1 -0.8%
Other 11 1 -1 0 -2.9%
Total 1,075 37 -30 7 0.6%

Offices

The acquisitions in H1 have significantly increased the exposure to the Amsterdam market and the wider G4. As per June 2017, the G4 makes up 66% of the Offices portfolio, up from 54% at Q4 2016, 49% at Q4 2015 and 33% at Q4 2014.

The exposure to Amsterdam has increased to 47% (vs 43% at Q4 2016). The weighting to the target cities of Amsterdam, Den Bosch, Eindhoven, Leiden, The Hague, Rotterdam and Utrecht is now 73%.

Key Offices metrics

Jun 16 Dec 16 Jun 17
Number of properties 112 108 107
Market value (€m) 562 617 721
Annual contracted rent (€m) 49 53 57
ERV (€m) 45 61 70
Lettable area (k sqm) 438 457 477
EPRA Vacancy 23.2% 21.3% 20.5%
WAULT (years) 4.9 5.3 5.2
Average rent/sqm (€/p.a.) 154 156 164
EPRA net initial yield 6.5% 6.0% 5.9%

NSI continues to explore investment deals in the G4 and other target cities, focussing on larger, more efficient office assets. The average asset size has increased from €5m in June 2016 to €6.7m in June 2017, a 35% increase. This shift is set to continue, as a result of the further disposal of smaller assets.

The vacancy rate in the G4 is about market average at 8.6%. The challenge for NSI is in Other Randstad and Other Netherlands, with average vacancies in excess of 25%. The vacancy rate for assets with plans for transformation is arguably less relevant, as these assets ultimately need to become vacant to be able to execute the transformation.

Key Offices metrics geographical split

G4 Randstad
Other
Other
NL
formation
Trans-
Assets (#) 30 25 43 9
Lettable area (k sqm) 184 94 165 34
Market value (€m) 457 90 133 41
Value (€/sqm) 2,489 957 806 1,206
WAULT (years) 6.2 4.6 3.8 2.2
Contracted rent (€m) 32 9 13 3
ERV (€m) 36 11 18 5
Reversion (%) 1.8% -6.4% -11.4% -11.0%
Avg. rent let space (€/sqm) 198 135 128 152
EPRA Vacancy (%) 8.6% 28.5% 37.0% 30.7%
EPRA net initial yield (%) 5.1% 6.6% 7.1% 6.3%

For the second half of 2017 the focus for the Office portfolio is on improving occupancy and selling smaller assets.

The strength of the G4 markets is noticeable, showing good ERV growth, good like-for-like rental growth and a positive revaluation. The Other Randstad office market is picking up as well, with Other Netherlands still lagging.

Like-for-like14

Total -1.9% 0.0% 1.3%
Transformation 21.0% -2.2% 2.2%
Other Netherlands -22.3% -8.8% -1.6%
Other Randstad 12.2% 0.1% 1.2%
G4 3.5% 5.2% 3.4%
% % %
NRI growth Revaluation ERV growth

The reversion in the Offices portfolio has significantly improved from -8.3% at Q4 2016 to -3.2% at Q2 2017. The reversionary potential in the G4 has turned positive (1.8%), partly due to asset rotation and because of a 3.4% rise in ERVs in H1 2017.

The over-renting for Other Netherlands has improved as well, from -17.7% at the end of last year to -11.4% at the end of June. This reflects the expiry of several sizeable and highly over-rented lease contracts. This is the only part of the portfolio that has seen a small negative ERV change (-1.6%).

Annual expirations and reversion (€m)

For NSI the sustainability of its office portfolio is a way to preserve the build environment and to drive long term investment returns, not a cost to run the business.

Sustainability is being anchored in all our processes and in 2017 we have taken the first steps to become a member of GRESB. Energy consumption in our buildings is CO2 neutral, waste is being separated, solar panels are being installed on several of our buildings and electricity and gas are both durably purchased.

By value 78% of our office portfolio has at least a C energy label, with 87% for the HNK assets, 86% for the G4 and on average 60% for our Other Randstad and Other Netherlands offices.

14 NRI like-for-like H1 2017 compared to H1 2016, only assets in portfolio for whole H1 2016 and H1 2017. Revaluation and ERV growth for assets in portfolio on 31 December 2016 and 30 June 2017.

HNK

The demand for office space and for flex offices in particular is growing, which is benefitting our HNK business. The vacancy rate has fallen by 3.9% to 33.2% in H1 2017. For 5 of the 13 HNKs that are currently in operation the occupancy rates are above 85%, at which point it is possible to push rental growth.

No new openings are scheduled for 2017, with the opening of Amsterdam Schinkel now set for Q2/Q3 2018. The opportunities to open two further HNK's in Amsterdam and Rotterdam in existing NSI-owned offices are still being explored, whilst new acquisitions are also being considered.

The focus in H1 2017 has been on improving the profitability of HNK, with a special focus on occupancy levels, meeting room revenues and cost controls. A new cost efficient booking tool for meeting rooms should be operational in H2 2017.

Key HNK metrics

Jun 16 Dec 16 Jun 17
Number of properties 14 13 13
Market value (€m) 161 149 157
Annual contracted rent (€m) 13 12 13
ERV (€m) 10 20 20
Lettable area (k sqm) 134 125 122
EPRA Vacancy 43.7% 37.1% 33.2%
WAULT (years) 3.1 3.1 3.1
Average rent/sqm (€/p.a.) 174 167 171
EPRA net initial yield 4.6% 4.3% 4.4%

The net initial yield for HNK is 4.3% at H1 2017. A reallocation of costs from the NSI holding level to HNK is negatively impacting the operating margin. The margin is up to circa 55% (from 45%) nonetheless, because of the improvement in the occupancy rate and of better cost controls.

The margin should continue to improve in the period ahead as we work hard to progressively lease up the remaining vacancy and as our legacy traditional leases are replaced by HNK contracts with a service charge level appropriate for the HNK offering.

The HNK assets have been revalued in H1 2017 by circa €5m. HNKs in Utrecht and Amsterdam explain the uplift, whereas HNKs in Rotterdam and Den Bosch have been marked down in H1.

We are planning for one new opening, at Amsterdam Schinkel. This is a 5,000m2+ building, a size level that we now regard as a minimum to be able to run profitably longer term. We are also expanding at Ede and are investing in several other locations. Meanwhile, we continue to look for opportunities to acquire assets to expand our footprint. In our expansion plans we focus on profitability over growth.

Annual expirations and reversion HNK (€m)

Retail

Following significant disposals in H1 2017 NSI has €164m of retail assets left, excluding Keizerslanden in Deventer. The interests in Zuidplein, Rijswijk, Heerlen and Ridderkerk combined now make up over 66% of the remaining retail exposure15 by value.

For the remaining retail portfolio ERVs, yields and capital values have been largely stable in H1 2017. The vacancy rate is up to 16.1%, mostly because the Large Scale Retail assets that have been sold had a lower vacancy rate.

Key Retail metrics

Jun 16 Dec 16 Jun 17
Number of properties 41 41 19
Market value (€m) 425 382 186
Annual contracted rent (€m) 32 31 15
ERV (€m) 32 34 16
Lettable area (k sqm) 272 273 106
EPRA Vacancy 13.7% 12.5% 16.1%
WAULT (years) 4.4 4.3 5.0
Average rent/sqm (€/p.a.) 140 137 185
EPRA net initial yield 5.8% 6.4% 6.1%

The upgrade and extension of the Keizerslanden shopping centre in Deventer is progressing according to plan, with delivery and transfer foreseen for Q2 2018.

Annual expirations and reversion Retail (€m)

15 Excluding Keizerslanden in Deventer

BALANCE SHEET, NAV & FINANCING

Balance Sheet

Retail and Belgium are being reported as discontinued operations in the H1 2017 balance sheet. Several of our office assets are classified as held for sale.

Net asset value

The EPRA NAV at H1 2017 is €636.6m (€619.6m at YE 2016). On a per share basis the EPRA NAV is now €35.44 per share (€34.61 at YE 2016). The change in NAV is explained in the below bridge.

EPRA NAV per share bridge (€)

The gap between the €35.44 EPRA NAV and the €34.89 EPRA NNNAV reflects the two remaining legacy swaps, which are due to expire in 2020 and 2022, and the amortised cost of loans.

Funding

In H1 2017 NSI has been a net seller of assets. Surplus cash has been used to reduce debt outstanding. In the beginning of June NSI paid off €20m of the secured EUPP facility, expiring in 2022, and late June a total of €80m was paid down on the RCFs.

Net debt at June 2017 stands at €410.2m, a reduction of €102.1m compared to December 2016. This is driven by positive cash flow from operations, the net effect of asset disposals and acquisitions, payment of the final dividend and swap breakage costs.

The cost of debt is stable at 2.8% at the end of June 2017. A 2022 swap with 2.77% coupon has been cancelled at a cost of €5m to rebalance our hedging position following the repayment of €98m of debt during the period. The positive effect of the swap cancellation on the cost of debt has been entirely offset by the repayment on the RCFs on much lower average margins.

Net debt - Jun 2017

(€m) Jun 17 Dec 16 Change
(€)
Debt outstanding 415.5 513.8 (98.3)
Amortisation costs (2.5) (2.8) 0.4
Book value debt 413.0 510.9 (97.9)
Debt to credit institutions 7.3 3.4 3.8
Cash (10.1) (2.1) (8.0)
Net debt 410.2 512.3 (102.1)

In H1 2017 no changes were made to the composition of the loan portfolio, except for repayments. With the first debt due to expire in November 2019, with the business still in transition and with the property portfolio and risk profile still improving, there is plenty of time to start reviewing the loan portfolio. At June 2017 73.6% of the debt is unsecured and 71.2% of the assets are unencumbered.

NSI has undrawn credit facilities of €199m and uncommitted bank facilities of €50m at the end of June 2017.

Maturity profile loans and swaps (€m)

Leverage and hedging

The LTV has decreased to 38.1% at June 2017 (versus 44.1% at December 2016), reflecting predominantly the asset disposals in Q2 as well as a positive revaluation of the investment portfolio. This is marginally below NSI's new target range of 40-45%.

The average loan maturity is 3.6 years (December 2016: 4.2 years). The maturity of derivatives is 3.7 years (December 2016: 4.3 years), the maturity hedge16 is 101% (target range: 70-120%).

The notional amount of swaps outstanding at the end of June was €360.0m. The volume hedge17 was 87% (target range 70-100%), slightly higher than in previous quarters.

Covenants

Covenant Dec 15 Jun 16 Dec 16 Jun 17
LTV ≤60% 43.3% 39.1% 44.1% 38.1%
ICR ≥ 2.0x 3.2x 3.4x 3.8x 4.7x

16 Maturity hedge is average maturity of swaps as % of average maturity of loans

17 Volume hedge is amount hedged as % of total drawn debt facilities

CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION

(€ '000) Notes H1 2017 H1 2016
Gross rental income 32,400 30,122
Service costs recharged to tenants 5,084 4,886
Service costs -6,102 -6,825
Service costs not recharged -1,018 -1,938
Operating costs 5 -6,110 -6,344
Net rental income 25,273 21,839
Revaluation of investments 6 9,372 639
Net result on sale of investments 7 216 -6,571
Net result from investments 34,860 15,907
Administrative costs 8 -4,190 -4,532
Other costs and income -16
Financing income 3 6
Financing costs -7,841 -10,102
Movement in market value of financial derivatives 3,374 -4,625
Net financing result -4,464 -14,721
Result before tax 26,191 -3,346
Corporate income tax -105 -3
Result after tax from continuing operations 26,086 -3,349
Result from discontinued operations after tax 9 11,460 14,140
Total realised result 37,547 10,792
Exchange rate differences on foreign participations 0 -
Total non-realised result 0 -
Total realised and non-realised result 37,546 10,792
Total realised and non-realised result attributable to:
Shareholders 37,546 10,792
Non-controlling interest
Total realised and non-realised result 37,546 10,792
Data per average outstanding share:
Diluted as well as non-diluted result after tax - continuing operations 1.45 -0.19
Diluted as well as non-diluted result after tax - discontinued operations 0.64 0.79
Diluted as well as non-diluted result after tax 2.09 0.60

Condensed consolidated statement of comprehensive income

Condensed consolidated statement of financial position

Before proposed profit appropriation H1 2017

(€ '000) Notes 30 June 2017 31 December 2016
Assets
Real estate investments 10 879,323 770,434
Derivative financial instruments 15 1,321 -
Tangible fixed assets 820 1,516
Intangible fixed assets 416 193
Non-current assets 881,879 772,143
Debtors and other accounts receivable 12 3,047 2,330
Cash and cash equivalents 10,093 2,066
Assets held for sale 9, 11 195,899 389,923
Current assets 209,038 394,319
Total assets 1,090,918 1,166,462
Shareholders' equity
Issued share capital 13 66,744 65,873
Share premium reserve 13 922,559 923,435
Other reserves 13 -397,409 -367,221
Result for the year 37,547 -17,833
Shareholders' equity attributable to shareholders 629,441 604,254
Non-controlling interest
Shareholders' equity 629,441 604,254
Liabilities
Interest bearing loans 14 412,512 510,404
Derivative financial instruments 15 8,450 15,297
Non-current liabilities 420,961 525,701
Redemption requirement interest bearing loans 14 500 500
Creditors and other accounts payable 31,035 29,933
Debts to credit institutions 7,257 3,429
Liabilities directly associated with assets held for sale 9 1,724 2,645
Current liabilities 40,516 36,507
Total liabilities 461,477 562,208
Total shareholders' equity and liabilities 1,090,918 1,166,462

Condensed consolidated cash flow statement

(€ '000) Notes H1 2017 H1 2016
Result from operations after tax 26,086 -3,349
Adjusted for:
Revaluation of investments 6 -9,399 -1,253
Net result on sale of investments 7 -216 6,571
Net financing result 4,464 14,721
Corporate income tax 105 3
Depreciation 66 103
-4,980 20,145
Movements in working capital:
Debtors and other accounts receivable -896 -314
Creditors and other accounts payable -862 11,057
-1,757 10,744
Cash flow from operating activities 19,348 27,540
Financing income received 4 6
Financing costs paid -7,791 -11,017
Tax paid -76 -113
Cash flow from continuing operations 11,486 16,416
Cash flow from discontinued operations 12,441 -2,380
Cash flow from operations 23,927 14,036
Purchases of real estate and investments in existing properties 10 -110,902 -6,394
Proceeds on sale of real estate investments 8,683 53,507
Investments in tangible fixed assets -76 -
Divestments in tangible fixed assets 15 -
Investments in intangible fixed assets -258 -25
Divestments in intangible fixed assets 12 -
Cash flow from continuing investment activities -102,526 47,088
Cash flow from discontinued investment activities 198,203 54,022
Cash flow from investment activities 95,676 101,110
Dividend paid -12,360 -20,048
Proceeds from interest bearing loans 14 22,500 76,500
Transaction costs interest bearing loans paid -382
Repayment of interest bearing loans 14 -120,750 -181,230
Settlement of derivatives -4,795 -1,908
Cash flow from continuing financing activities -115,404 -127,068
Cash flow from financing activities -115,404 -127,068
Net cash flow from continuing operations -206,445 -63,564
Net cash flow from discontinued operations 210,644 51,642
Net cash flow 4,199 -11,922
Cash and cash equivalents and debts to credit institutions - -1,363 22,285
balance as per 1 January
Exchange rate differences 0 3
Cash and cash equivalents and debts to credit institutions - 2,835 10,367
balance as per 30 June 2017 / 31 December 2016

Condensed consolidated statement of movements in shareholders' equity

H1 2017
(€ '000) Issued share
capital
Share
premium
reserve
Other
reserves
Result for
the year
Shareholders'
equity
attributable to
shareholders
Non
controlling
interest
Shareholders'
equity
Balance as per 1 January 2017 65,873 923,435 -367,221 -17,833 604,254 604,254
Result after tax - 2017 37,547 37,547 37,547
Exchange rate differences 0 0 0
Total realised and non-realised result - H1 2017 0 37,547 37,546 37,546
Profit appropriation - 2016 -17,833 17,833
Distribution final dividend - 2016 872 -877 -12,355 -12,360 -12,360
Contributions from and to shareholders 872 -877 -30,188 17,833 -12,360 -12,360
Balance as per 30 June 2017 66,744 922,559 -397,409 37,547 629,441 629,441

H1 2016

(€ '000) Issued share Share Other Result for Shareholders' Non Shareholders'
capital premium reserves the year equity controlling equity
reserve attributable to interest
shareholders
Balance as per 1 January 2016 65,873 923,435 -392,354 63,794 660,748 -28 660,720
Result after tax - 2016 10,792 10,792 10,792
Exchange rate differences 3 3 3
Total realised and non-realised result - H1 2016 3 10,792 10,795 10,792
Profit appropriation - 2015 63,794 -63,794
Distribution final dividend - 2015 -20,045 -20,045 -20,045
Contributions from and to shareholders 43,749 -63,794 -20,045 -20,045
Balance as per 30 June 2016 65,873 923,435 -348,605 1,063 651,498 -28 651,467

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION

1. Reporting entity

NSI N.V. is a company domiciled in The Netherlands (headquartered Antareslaan 69 in Hoofddorp, statutory seat in Amsterdam, Chamber of Commerce number 36040044). These condensed consolidated interim financial information ('interim financial information) as at and for the six months ended 30 June 2017 comprise the Company and its subsidiaries (together referred to as the 'Group').

2. Basis of preparation

(a) Statement of compliance

The interim financial information has been prepared in accordance with IAS 34 Interim Financial Reporting. This does not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to understand the changes in the Group's financial position and performance since the last annual consolidated financial statements as at and for the year ended 31 December 2016.

The interim financial information was authorised for issue by the Company's Management and Supervisory Board on 24 July 2017. The interim financial information has been reviewed by the auditor and is unaudited.

(b) Judgements and estimates

In preparing these interim financial statements, management makes judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2016.

(c) Measurement

The consolidated financial statements have been prepared on the basis of historical cost except for investment property, investment property under development, financial assets at fair value through profit or loss and derivatives, which are recognised at fair value. Unless otherwise stated, the figures are presented in thousands of euros. Figures may not add up exactly, due to rounding. The interim financial information has been prepared on a going concern basis.

3. Significant accounting policies

The accounting policies adopted in the preparation of the interim financial information are consistent with those followed in the preparation of the Group's annual consolidated financial statements 2016.

In connection with the intended sale of the retail segment of NSI, in 2016 it was decided to present this segment in the annual accounts of 2016 as discontinued operations in line with IFRS 5. In the first half year of 2016 the remaining shares in Intervest Offices & Warehouses N.V. were also reported under discontinued operations.

4. Segment information

Below, a summary of the results of each of the reporting segments is included:

Segment split H1 2017

(€ '000) Continuing operations Discontinued operations TOTAL
Offices HNK Other TOTAL Belgium Retail TOTAL
Gross rental income 25,588 6,422 389 32,400 42 13,198 13,240 45,640
Service costs not recharged -622 -496 101 -1,018 -9 -210 -219 -1,237
Operating costs -3,752 -2,367 10 -6,110 -5 -1,843 -1,848 -7,958
Net rental income 21,214 3,559 500 25,273 28 11,145 11,173 36,446
Revaluation of investments 4,035 4,705 631 9,372 -970 -1,479 -2,449 6,922
Net result on sale of investments 216 0 216 2,974 2,974 3,190
Net result from investment 25,465 8,264 1,131 34,860 -942 12,640 11,698 46,558
Administrative costs -503 -134 -3,552 -4,190 -1 -234 -235 -4,425
Other costs and income -30 14 -16 -3 -3 -19
Net financing result -3 0 -4,461 -4,464 -1 4 4 -4,460
Result before tax 24,929 8,143 -6,881 26,191 -944 12,408 11,463 37,654
Corporate income tax -2 -103 -105 -3 -3 -108
Total realised result 24,929 8,142 -6,984 26,086 -947 12,408 11,460 37,547
Attributable to shareholders 24,929 8,142 -6,984 26,086 -947 12,408 11,460 37,547

Segment split H1 2016

(€ '000) Continuing operations Discontinued operations TOTAL
Offices HNK Other TOTAL Belgium Retail TOTAL
Gross rental income 22,869 5,606 1,647 30,122 21 15,644 15,666 45,787
Service costs not recharged -846 -986 -107 -1,938 31 -370 -339 -2,277
Operating costs -3,844 -2,000 -501 -6,344 -23 -3,233 -3,257 -9,601
Net rental income 18,179 2,620 1,040 21,839 29 12,041 12,071 33,910
Revaluation of investments -2,960 3,747 -148 639 16 -1,068 -1,052 -412
Net result on sale of investments -507 -6,065 -6,571 1,513 1,513 -5,058
Net result from investment 14,712 6,368 -5,173 15,907 1,559 10,973 12,532 28,439
Administrative costs -156 -452 -3,923 -4,532 -20 -36 -56 -4,588
Investment result from participations 565 565 565
Other costs and income 1,050 1,050 1,050
Net financing result -4 4 -14,721 -14,721 47 4 52 -14,670
Result before tax 14,552 5,919 -23,817 -3,346 3,200 14,142 10,797
Corporate income tax -2 -2 -3 -2 -2 -5
Total realised result 14,552 5,917 -23,819 -3,349 3,198 10,942 14,140 10,792
Attributable to shareholders 14,552 5,917 -23,819 -3,349 3,198 10,942 14,140 10,792

5. Operating costs

Operating costs -6,110 -6,344
Other operating costs -10 -65
Doubtful debt costs -64 84
Contribution to owner association -150 -100
Letting costs -819 -892
Property management costs -1,833 -1,246
Maintenance costs -835 -1,163
Insurance premiums -243 -281
Municipal taxes -1,956 -2,446
Leasehold -199 -235
(€ '000) H1 2017 H1 2016

6. Revaluation of investment property

(€ '000) H1 2017 H1 2016
Positive Negative Total Positive Negative Total
Investment property in operation 34,467 -25,068 9,399 16,531 -15,279 1,253
Investment property under development
Revaluation 34,467 -25,068 9,399 16,531 -15,279 1,253
Movement in lease incentives -27 -613
Revaluation 9,372 639

7. Net result on sales of investments

(€ '000) H1 2017 H1 2016
Proceeds on sale of real estate investments 8,717 54,557
Transaction costs on sale of real estate investments -35 -1,050
Sale of real estate investments 8,683 53,507
Book value at the time of sale -8,467 -60,078
Net result on sale of real estate investments 216 -6,571

The transaction costs are including broker costs and legal costs.

8. Administrative expenses

The administrative costs can be specified as follows:

(€ '000) H1 2017 H1 2016
Staff costs -4,527 -4,888
Compensation supervisory board -138 -131
Office costs -596 -505
Audit, consultancy and valuation costs -736 -497
Other administrative costs -788 -704
Administrative costs -6,785 -6,725
Allocated administrative costs 2,596 2,193
Administrative costs -4,190 -4,532

9. Discontinued operations

Statement of comprehensive income

(€ '000) H1 2017 H1 2016
Gross rental income 13,240 15,666
Service costs not recharged -219 -339
Operating costs -1,848 -3,257
Net rental income 11,173 12,071
Revaluation of investments -2,449 -1,052
Net result on sale of investments 2,974 1,513
Net result from investments 11,698 12,532
Administrative costs -235 -56
Investment result from participations 565
Other costs and income -3 1,050
Financing costs -1 42
Financing income 4 10
Net financing result 4 52
Result before tax 11,463 14,142
Corporate income tax -3 -2
Result from discontinued operations after tax 11,460 14,140
Total result from discontinued operations after tax attributable to:
Shareholders 11,460 14,140
Non-controlling interest
Result from discontinued operations after tax 11,460 14,140
Statement of financial position 30 June 2017 31 December 2016
Assets held for sale 187,164 384,848
Liabilities directly associated with assets classified as held for sale 1,724 2,647
Statement of cash flows H1 2017 H1 2016
Cash flow from operations 12,441 -2,380
Cash flow from investment activities 198,203 54,022
Cash flow from financing activities
Net cash flow 210,644 51,642

10. Real estate investments

The breakdown of the investment properties in operation and under development was as follows:

(€ '000) 30 June 2017 31 December 2016
Investment property in operation 878,523 769,634
Investment property under development 800 800
Real estate investments 879,323 770,434

Real estate investments in operation and real estate investments under development are accounted for at fair value.

As per 30 June 2017 and per 31 December 2016 all investment properties in operation have been externally appraised by external independent certified appraisers. The fair value is based on market value (purchasing costs payable by purchaser, thus adjusted for acquisition costs like real estate transfer tax), which is the estimated amount for which a real estate investment can be traded on the valuation date between a buyer willing to enter into a transaction and a seller in an at arms' length transaction preceded by sound negotiations in which the parties were properly informed and were willing to enter into the transaction.

Investment property in operation

The development of the investment property in operation was as follows:

(€ '000) Offices HNK Retail
Other
TOTAL
Balance as per 1 January 2017 611,826 148,870 8,938 769,634
Lease incentives included in balance as per 1 January 2017 5,020 801 5,821
Acquisitions 105,984 105,984
Investments 2,104 2,829 -14 4,918
Revaluation 4,031 4,736 631 9,399
Transfer from / to assets held for sale -8,735 -8,735
Transfer from / to real estate in own use 715 715
Disposals -3,392 -3,392
Balance as per 30 June 2017 711,818 157,150 9,555 878,523
Lease incentives included in balance as per 30 June 2017 5,016 832 5,848
(€ '000) Offices HNK Retail Other TOTAL
Balance as per 1 January 2016 585,242 123,200 425,174 1,133,617
Lease incentives included in balance as per 1 January 2016 4,590 781 462 5,834
Acquisitions 60,725 60,725
Investments 4,498 8,959 6,971 20,428
Revaluation 2,971 -5,844 -49,987 -52,860
Transfer between segments -29,155 29,155
Transfer from / to assets held for sale -5,935 -382,158 8,938 -379,155
Disposals -6,520 -6,600 -13,120
Balance as per 31 December 2016 611,826 148,870 8,938 769,634
Lease incentives included in balance as per 31 December 2016 5,020 801 5,821

Securities

On 30 June 2017, properties with a book value of €311.0m (31 December 2016: €314.3m) were mortgaged as security for loans taken out and credit facilities at banks amounting to €109.5m (31 December 2016: €129.8m). It is possible to vary the level of securitisation within the banking arrangements, enabling NSI to create additional loan capacity within the existing facilities or allocate the securities partly to a different facility.

Estimates

The value of the investment properties implies an average net theoretical yield of 8.15%. If the yields applied in the calculation to determine the valuation of real estate investments as per 30 June 2017 would be 100 basis points lower than those currently used, the value of the real estate investments would increase by 14.0% (31 December 2016: 13.6%). NSI's equity would in this case increase by €123m (31 December 2016: €157m). The loan-to-value would in that case decrease from 38.1% to 34.1%.

If on 30 June 2017 the yields that were used in the creation of the valuations of investment properties would have been 100 bps higher then used now, the value of the investment would decrease by 10.9% (31 December 2016: 10.4%). NSI's equity would in that situation be €96m (31 December 2016: €125m) lower. The loan-to-value would increase in that case from 38.1% to 41.7%.

Investment property under development

Investment property under development contains one land position, valued internally as per 30 June 2017. The value of this land position was externally appraised per 31 December 2016 at € 0.8m.

11. Assets held for sale

(€ '000) Offices HNK Retail Other TOTAL
Balance as per 1 January 2017 5,075 382,158 2,690 389,923
Lease incentives included in balance as per 1 January 2017 556 556
Investments 2,755 2,755
Revaluation -1,486 -970 -2,456
Transfer from / to investment property under development 8,735 8,735
Disposals -5,075 -197,983 -203,058
Balance as per 30 June 2017 8,735 185,444 1,720 195,899
Lease incentives included in balance as per 30 June 2017 291 291
(€ '000) Offices HNK Retail Other TOTAL
Balance as per 1 January 2016 4,310 64,538 68,848
Lease incentives included in balance as per 1 January 2016
Investments 270 270
Revaluation -1,742 -1,742
Transfer from / to investment property in operation 5,935 382,158 -8,938 379,155
Disposals -5,170 -51,438 -56,608
Balance as per 31 December 2016 5,075 382,158 2,690 389,923
Lease incentives included in balance as per 31 December
2016
556 556

12. Debtors and other accounts receivable

The largest items recognized under the debtors and other accounts receivable concern debtors (€1.0m) and a receivable from the escrow account of the notary relating to the sale of an office building in Elst (€1.0m).

13. Shareholders' equity

At 31 December 2016 143,342,678 ordinary shares with a nominal value of €0.46 were placed and fully paid up, of which 140,837 shares were held as treasury shares. In May 2017 1,753,994 shares and all treasury shares were placed as stock dividend after the final distribution of dividend over 2016. After the extraordinary general meeting of 16 June 2017, in which the articles of association of NSI were changed, a stock consolidation was executed, in which for each 8 ordinary shares, 1 ordinary share with a nominal value of €3.68 was issued. As per 20 June 2017 the number of placed and fully paid up ordinary shares is 18,137,084.

14. Loans

The development of the loans in the reporting period was as follows:

(€ '000) 30 June 2017 31 December 2016
Balance as per 1 January 510,904 564,618
Drawn interest bearing loans 22,500 232,000
Amortisation transaction costs 358 -33
Adjustments to market value 0 -174
Repayment of interest bearing loans -120,750 -285,507
Balance as per 30 June 2017 / 31 December 2016 413,012 510,904
Redemption requirement interest bearing loans 500 500
Balance as per 30 June 2017 / 31 December 2016 412,512 510,404

Remaining maturities of the loans at 30 June 2017 were as follows:

(€ '000) 30 June 2017 31 December 2016
Up to 1 year 500 500
From 1 to 2 years 500 500
From 2 to 5 years 305,730 383,458
From 5 to 10 years 106,281 126,446
More than 10 years 0 0
Total 413,012 510,904

The interest-bearing debts comprise loans from banks and other financial institutions. The agreed maturities amount to an average of 3.6 years. The average interest for the outstanding loans and interest swaps as per 30 June 2016 is 2.8% per annum, including margin. This is the result of the decreased interest margins per end of the quarter, following the cancelation of a swap contract and a higher average margin on the loans following the repayment of the RCFs with on average lower margins. The interest coverage ratio amounted to 4.7 x as at 30 June 2017 (3.8 x at 31 December 2016).

15. Financial instruments

Applicable categories and fair value

The table below summarizes the book values and fair values of financial assets and liabilities, including the applicable level within the fair value hierarchy. The table does include the fair value of financial assets and other liabilities if the book value is a reasonable reflection of the fair value.

(€ '000) 30 June 2017 31 December 2016
Fair value
level
Amortised
cost price Fair value
Fair value
level
Amortised cost price Fair value
Financial assets valued at fair value through profit or loss
Derivative financial instruments 2 1,321
Financial assets valued at amortised cost price
Debtors and other accounts receivable 2 3,047 2 2,330
Cash and cash equivalents 1 10,093 1 2,066
Financial liabilities valued at fair value through profit or loss
Derivative financial instruments 2 8,450 2 15,297
Financial liabilities valued at amortised cost price
Interest bearing loans 2 413,012 2 510,904
Creditors and other accounts payable 2 25,421 2 27,344
Debts to credit institutions 2 7,257 2 3,429

Fair value hierarchy

The table below shows recurring fair value measurements for financial assets and financial liabilities. These fair value measurements are categorized into different levels in the fair values hierarchy based on the inputs to valuation techniques used. The different levels are defined as follows:

Level 1: valuation on the basis of quoted prices in active markets;

Level 2: values based on (external) observable information;

Level 3: values based wholly or partially on not (external) observable information.

Level 2 applies to all derivative financial instruments; the model in which fair value is determined on the basis of direct or indirect observable market data.

Level 2 fair values for simple over-the-counter derivative financial instruments are based on broker quotes. These quotes are periodically tested for reasonableness by discounting expected future cash flows using a market interest rate for a similar instrument at the measurement date. Fair values reflect the credit risk of the instrument and include adjustments to take account of the credit risk of NSI and counterparty when appropriate.

The derivative financial instruments have the following maturities:

(€ '000) Jun-17 Dec-16
Number of nominal Fair value Fair value Number of nominal Fair value Fair value
contracts assets liabilities contracts assets liabilities
Up to 1 year - - - - - - - -
From 1 to 5 years 17 310,000 (181) 8,450 15 265,000 - 2.831
From 5 to 10 years 5 50,000 (1,140) - 8 129,300 - 12.466
Total swaps 22 360,000 (1,321) 8,450 23 394,300 - 15.297

NSI limits its interest-rate risk by swapping the majority of the variable interest it pays on its loans into a fixed interest rate, by means of contracts with fixed interest rates varying from -0.188% to 3.385% and with maturity dates between 2019 and 2023. The market value of the financial derivatives amounted to -€7.8m as at 30 June 2017.

The weighted average remaining maturity of the financial derivatives is 3.7 years. NSI is hedged at a weighted interest rate of 0.7%, excluding margin. 13.4% of the current loans and credit facilities are subject to variable interest and are therefore not hedged.

16. Other payables and accrued liabilities

The largest items recognized under the other payables and accrued liabilities concern deferred income and accruals (€21.9m), payable interest (€3.0m) and creditors (€3.3m).

17. Contingent assets and liabilities

The company has entered into investment commitments for an amount of €5.0m (31 December 2016: €4.2m) relating to investment properties. The obligations relating to lease cars amount to €0.6m (31 December 2016: €0.6m). Moreover, the company has unused credit facilities amounting to €199m (31 December 2016: €121m).

In June 2017, a purchase agreement was concluded for the purchase of an office building in Leiden. Delivery will take place at the end of July 2017. The purchase price amounts to €17.5m (excluding acquisition costs).

Progress on legal procedures

Swisspartners

Vastned Offices Benelux Holding B.V. revised claim in appeal amounts to €4.9m excluding legal interest. The legal interest has accrued to €2.1m therefore the total claim amounts to €7.0m. The case was on the cause list of the Court of Appeal of Amsterdam, which has rendered its judgement on the 18th of July 2017 (see below).

Shopping centre 't Loon Heerlen

The claim of the Owner's Association ("VvE") against the insurance companies amounts to repair costs of €9.3m, loss of rental income of €1.7m and costs of expertise of €0.1m, all excluding legal interest. The insurance companies may submit a statement of defence on 27 July 2017 after which the District Court will render an interlocutory judgement whether the insurance companies have to cover the damages lost by the Owner's Association.

NSI Winkels B.V. also claims an amount of repair costs of €11.3m against its own insurance company (this part of the claim is conditional and becomes effective only if and in so far the claim of the Owner's Association against its insurers is denied), loss of rental income of €0.9m and some smaller (partly non-budgeted) receivables, all excluding legal interest. The insurance company may submit a statement of defence on 27 July 2017 after which the District Court will render an interlocutory judgement whether the insurance companies have to cover the damages lost by NSI Winkels B.V.

Reference is made to note 26 in the annual accounts of 2016 for further information about these procedures.

18. Events after balance sheet date

In July 2017 2 office buildings (in Maarssen and Gouda) were sold for a total amount of €2.5m.

Swiss Partners

The Court of Appeal has rendered its judgement on 18 July 2017. Swiss Partners Investment Network AG must pay NSI's subsidiary Vastned Offices Benelux B.V. an amount of € 4.9m excluding legal interest. Swiss Partners may appeal the judgement at the Dutch Supreme Court ("Hoge Raad"). Pending a possible appeal, Vastned Offices Benelux B.V. will meanwhile take measures to enforce the judgement in Switzerland.

Shopping centre 't Loon Heerlen

On 19 July 2017 the District Court of Amsterdam has dismissed the claim of € 1.6m of the insurance company of one of the tenants in 't Loon Heerlen. The decision of the District Court of Amsterdam is subject to appeal until 19 October 2017.

Management Board Statement

The Management Board states that, to the best of their knowledge:

  • the interim report, which has been prepared in accordance with IAS 34 "Interim Financial Reporting", gives a true and fair view of the assets, liabilities, the financial position and the results of NSI N.V. and the companies included in the consolidation as a whole;
  • the interim report provides a true and fair view on the condition as at the balance sheet date and the course of business during the half year under review of NSI N.V. and the related companies of which the data have been included in the interim statement, and the expected course of business; and
  • the interim report includes a true and fair review of the information required pursuant to section 5:25d, subsections 8 and 9 of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).

Risks

NSI considers the credit risk, liquidity risk, interest risk and currency risks as financial risks. In addition, market risks include changes in the economic environment and availability of funding in the credit markets, which may affect both the letting prospects as well as the market value of the properties. Reference is made to the annual report 2016 with regards to existing risks.

Hoofddorp, 24 July 2017

Management Board

B.A. Stahli, CEO A. de Jong, CIO

Review report

To: the management board of NSI N.V.

Introduction

We have reviewed the accompanying condensed consolidated interim financial information for the six-month period ended 30 June 2017 of NSI N.V., Hoofddorp, which comprises the condensed consolidated statement of financial position as at 30 June 2017, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of movements in shareholders' equity, the condensed consolidated statement of cash flows for the period then ended and the selected explanatory notes. The management board is responsible for the preparation and presentation of this condensed consolidated interim financial information in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the European Union. Our responsibility is to express a conclusion on this condensed consolidated interim financial information based on our review.

Scope

We conducted our review in accordance with Dutch law including standard 2410, Review of Interim Financial Information Performed by the Independent Auditor of the company. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with auditing standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information for the six-month period ended 30 June 2017 is not prepared, in all material respects, in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the European Union.

Rotterdam, 24 July 2017 PricewaterhouseCoopers Accountants N.V.

Original has been signed by F.J. van Groenestein RA

PricewaterhouseCoopers Accountants N.V., Fascinatio Boulevard 350, 3065 WB Rotterdam, P.O. Box 8800, 3009 AV Rotterdam, The Netherlands

T: +31 (0) 88 792 00 10, F: +31 (0) 88 792 95 33, www.pwc.nl

Ref.: e0406511

PricewaterhouseCoopers Accountants N.V., Fascinatio Boulevard 350, 3065 WB Rotterdam, P.O. Box 8800, 3009 AV Rotterdam, The Netherlands T: +31 (0) 88 792 00 10, F: +31 (0) 88 792 95 33, www.pwc.nl

'PwC' is the brand under which PricewaterhouseCoopers Accountants N.V. (Chamber of Commerce 34180285), PricewaterhouseCoopers Belastingadviseurs N.V. (Chamber of Commerce 34180284), PricewaterhouseCoopers Advisory N.V. (Chamber of Commerce 34180287), PricewaterhouseCoopers Compliance Services B.V. (Chamber of Commerce 51414406), PricewaterhouseCoopers Pensions, Actuarial & Insurance Services B.V. (Chamber of Commerce 54226368), PricewaterhouseCoopers B.V. (Chamber of Commerce 34180289) and other companies operate and provide services. These services are governed by General Terms and Conditions ('algemene voorwaarden'), which include provisions regarding our liability. Purchases by these companies are governed by General Terms and Conditions of Purchase ('algemene inkoopvoorwaarden'). At www.pwc.nl more detailed information on these companies is available, including these General Terms and Conditions and the General Terms and Conditions of Purchase, which have also been filed at the Amsterdam Chamber of Commerce.

EPRA KEY PERFORMANCE MEASURES18

1. EPRA Earnings

(€ '000) H1 2017 H1 2016
Gross rental income 45,640 45,787
Service costs not recharged -1,237 -2,277
Operating costs -7,958 -9,601
Net rental income 36,446 33,910
Administrative costs -4,425 -4,588
Direct investment result from participations 565
Net financing result -7,834 -10,040
Direct investment result before tax 24,187 19,847
Corporate income tax -12 -5
EPRA earnings 24,175 19,842
EPRA earnings per share 1.35 1.11

2. EPRA NAV

(€ '000) 30 June 2017 31 December 2016
(€ k) ( € per share ) ( € per share )
Equity attributable to shareholders 629,441 35.04 604,254 33.76
Fair value of derivative financial instruments 7,128 0.40 15,297 0.85
EPRA NAV 636,569 35.44 619,551 34.61
Fair value of derivative financial instruments -7,399 -0.41 -15,906 -0.89
Fair value of debt -2,488 -0.14 -2,846 -0.16
EPRA NNNAV 626,682 34.89 600,799 33.56

3. EPRA Yield19

(€ '000) Jun 2017 Dec 2016
Investment property including assets held for sale 1,076,522 1,162,937
Developments -800 -800
Property investments 1,075,722 1,162,137
Allowance for estimated purchasers' costs 75,266 81,350
Gross up completed property portfolio valuation 1,150,487 1,243,487
Annualised cash passing rental income 80,408 92,964
Annualised property outgoings -15,639 -18,450
Annualised net rent 64,769 74,514
Notional rent expiration of rent free periods or other lease incentives 6,138 4,947
Topped-up annualised net rent 70,907 79,461
EPRA net initial yield 5.6% 6.0%
EPRA topped-up net initial yield 6.2% 6.4%

18 The EPRA performance indicators are calculated on the basis of the definitions published by the EPRA

19 For the yield calculation HNK Hoofddorp (NSI's HQ) is included for 100%

4. EPRA Vacancy Rate

(€ '000) 30 June 2017 31 December 2016
Estimated rental value of vacant space 23,778 24,853
Estimated rental value of the whole portfolio 107,254 116,230
EPRA vacancy 22.2% 21.4%

5. EPRA Cost ratio

(€ '000) H1 2017 H1 2016
Administrative costs 4,425 4,588
Service costs not recharged 1,237 2,277
Operating costs (adjusted for municipality taxes) 6,614 7,717
Leasehold -219 -255
EPRA costs (including direct vacancy costs) 12,056 14,326
Direct vacancy costs -1,169 -2,109
EPRA costs (excluding direct vacancy costs) 10,887 12,218
EPRA gross rental income 45,640 45,787
EPRA cost ratio A (incl. direct vacancy costs) 26.4% 31.3%
EPRA cost ratio B (excl. direct vacancy costs) 23.9% 26.7%

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