Quarterly Report • Nov 8, 2013
Quarterly Report
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NSI N.V.
Report of the Management Board
Transaction highlights
NSI will host conference calls to discuss the announcement of its equity placement. A presentation is available on the website (www.nsi.nl) Media are invited to join a call starting at 8:15 am CET . Dial-in: + 31 (0) 45 63 16 902 or + 44 207 153 20 27.
Analysts and investors are invited to join a call starting at 9:30 am CET.
"The Netherlands is going through a very long and deep financial and economic crisis. As a result the Dutch real estate investment landscape has changed completely. Availability of real estate financing decreased and international investors averted from the Dutch market. In the office market oversupply increased and put pressure on rental levels. Low consumer confidence and spending started impacting the retail environment. As a result we have seen property values decline and since the start of the crisis 2008, the value of the Dutch office portfolio almost halved in value.
At the same time these circumstances create opportunities, especially in the Dutch office market. Crucial to benefit from these market circumstances is having the best leasing platform. NSI has a proven operational platform and has been constantly outperforming the market in terms of take up. Furthermore, the Dutch office investment market starts moving again, indicating that the market is gaining momentum. NSI has invested over the past years in creating a strong leasing platform
and scalable organization, which is perfectly positioned to play a consolidator role in the Dutch market and benefit from these improving circumstances.
Both mechanisms have urged NSI for a significant recapitalization. The transaction that we have announced today brings our balance sheet in line with today's market requirements, safeguards our strategy in the best interest of all stakeholders and enables NSI to leverage our strong leasing platform."
4
| 30-09- 2013 | 30-09-2012 | 31-12-2012 | |
|---|---|---|---|
| Results (x €1,000) | |||
| Gross rental income | 109,404 | 120,228 | 160,545 |
| Net rental income | 92,890 | 103,042 | 137,334 |
| Direct investment result | 36,076 | 48,447 | 63,405 |
| Indirect investment result | - 124,556 |
- 124,296 |
- 166,522 |
| Result after tax | - 88,480 |
- 75,849 |
- 103,117 |
| Occupancy rate (in %) | 80.7 | 80.5 | 81.1 |
| Loan-to-value (debts to credit | |||
| institutions/real estate | 59.6* | 57.6 | 58.2 |
| investments in %) | |||
| Issued share capital | |||
| Ordinary shares with a nominal | |||
| value of €0.46 during period | 68,201,841 | 66,897,112 | 68,201,841 |
| under review | |||
| Average number of outstanding | |||
| ordinary shares during period | 68,201,841 | 63,346,375 | 64,288,818 |
| under review | |||
| Data per average outstanding | |||
| ordinary share (x €1) | |||
| Direct investment result | 0.53 | 0.76 | 0.99 |
| Indirect investment result | - 1.83 |
- 1.96 |
- 2.59 |
| Total investment result | - 1.30 |
- 1.20 |
- 1.60 |
| Data per share (x €1) | |||
| (Interim) dividend | 0.19 | 0.75 | 0.86 |
| Net asset value | 8.18 | 10.50 | 9.78 |
| Net asset value according to | 9.03 | 11.73 | 10.95 |
| EPRA | |||
| *) loan-to-value calculated before dividend; LtV after (theoretical) dividend distribution | |||
| exceeds 60% |
The economic environment remains challenging. A number of economic indicators shows a cautious positive development, although there is not yet a broad and robust recovery. In this environment, the distinctive and operationally strong approach of NSI remains, even more, crucial.
NSI announced a placement of new ordinary shares at an offer price of €4.00 per share today, in order to raise €300 million. The proceeds of the Placement will be used to strengthen the company's balance sheet and take advantage of potential market opportunities in the Dutch market.
The equity placement will lower the LtV to around 45% post transaction (on a pro forma basis as at 30 September 2013) as a result of reducing certain term loans and committed revolving credit facilities, providing flexibility to re-use these funds for future investments. NSI intends to maintain the LtV sustainably to below 50%.
In connection with the improvement of the balance sheet through this transaction, NSI has agreed with its lending banks involved in this transaction on more favorable financing terms to lower its average costs of funds, and will initiate negotiations with other lending banks.
In the remaining part of 2013, NSI will specifically focus on:
Further professionalisation of the operational organisation.
NSI expects a direct result for the full year 2013 in the range of €46 to €48 million.
7
The total investment result, consisting of the balance of the direct and the indirect investment result, amounted to -€88.5 million in the first three quarters of 2013 (first three quarters of 2012: -€75.8 million).
NSI uses the direct investment result (rental income less operating costs, service costs not recharged, administrative costs and financing costs) as a measure for the performance of its core business and for determining its dividend.
The direct investment result amounted to €36.1 million (first three quarters of 2012: €48.4 million) in the first three quarters of 2013. The direct investment result in the 3rd quarter of 2013 decreased to €10.6 million, compared with €12.1 million in the 2nd quarter of 2013, mainly as a result of increased financing costs (€1.3 million) and disposals.
Gross rental income amounted to €109.4 million (first three quarters of 2012: €120.2 million). In the 3rd quarter, gross rental income was €35.8 million, compared with €36.5 million in the second quarter of 2013, mainly as a result of disposals (€0.7 million). The like-for-like development of the 3rd quarter versus the 2nd quarter of 2013 was more or less stable.
The occupancy rate of the total portfolio decreased to 80.7% as at 30 September 2013, compared to 81.5% on 30 June 2013 (ultimo 2012: 81.1%). The occupancy in the Dutch office portfolio continued to improve for the fourth quarter in succession, from 72.8% as at 30 June 2013 to 73.1% as at 30 September 2013. The occupancy level of the retail portfolio decreased from 92.0% to 89.7%, mainly as result of the disposal of fully let retail centres in Rotterdam, Hoorn and Purmerend (impact 0.7%).
The table below shows movements in occupancy in square meters. In addition the occupancy in square meters, NSI reports the financial occupancy rate, which improved from 72.8% as at 30 June 2013 to 73.1% as at 30 September 2013.
| Leased 1 | Leased in | Vacated in period | Portfolio per | Leased per |
|---|---|---|---|---|
| January 2013 | period | 30 September 2013 | 30 September 2013 | |
| % | sqm | sqm | sqm | Sqm % |
| 68.2 | 26,939 | 34,393 | 622,189 | 421,521 67.7 |
'Leased in period' (see table) are leases that commenced in the first three quarters of 2013.
Take-up (new leases) concerns contracts signed during the period under review. Q3 was characterized by the usual seasonal pattern. NSI signed 7,019 sqm of new leases (take-up) in the Dutch office portfolio in the 3rd quarter and 20,613 sqm in the first three quarters of 2013, which represents over 3% of the total take-up in the Dutch office market 1in the respective periods. The NSI portfolio represents 1.2% of the total Dutch office market, showing that NSI continues to outperform the market average for take-up.
| Retention: | ||
|---|---|---|
| Expiry sqm up to | Renewed sqm up to Q3 | Retention up to Q3 |
| Q3 2013 | 2013 | 2013 |
| 84,763 | 51,806 | 61% |
The like-for-like rental growth in the 3rd quarter versus the 2nd quarter was 0.2%.
The effective rent level of new leases in the office portfolio, taking incentives into account, amounted to €131 per sqm in the past 12 months (€112 per sqm in the 3rd quarter). The effective rent level for the overall portfolio amounted to €146 per sqm as at 30 September 2013 (30 June 2013: €145 per sqm). The average lease duration of the portfolio was 3.6 years as per 30 September 2013.
Q3 2013
The financial occupancy of the retail portfolio decreased to at 89,7% compared with 92.0% as per 30 June 2013, as result of the disposal of fully let retail centres in Hoorn and Purmerend (impact 0.7%). Furthermore, some units have been temporarily rented out to outlets to bridge the period until the strategic long term tenant moves in.
As previously indicated, the retail sector remained under pressure in the 3rd quarter of 2013 due to generally low consumer spending. NSI benefits from a balanced mix of tenants and sectors, with a strong presence of supermarkets. As a result of NSIs active leasing strategy, NSI managed to attract new tenants which improved the sector and retail mix in some retail centers.
Pressure through low consumer spending has also impacted the large-scale retail segment (16% of the retail portfolio), particularly in the home segment, where the impact of low spending is intensified by the lack of movement in the housing market. NSI expects that vacancy in this segment will increase.
| Leased 1 | Leased in | Vacated in | Portfolio per | Leased per | |
|---|---|---|---|---|---|
| January 2013 % |
period Sqm |
period sqm |
30 September 2013 sqm |
30 September 2013 Sqm |
% |
| 93.0 | 9.332 | 19.981 | 270.552 | 239,842 | 88.6 |
| Expiry sqm up to | Renewed sqm up to Q3 | Retention up to Q3 |
2013
The table below shows the development of occupancy in square meters.
2013
The effective rent level for the entire portfolio amounted to €154 per sqm (30 June 2013: €155 per sqm). The average lease duration of the retail portfolio was 3.7 years as at 30 September 2013.
43,830 27,516 63%
1 According to market research of Dynamis, take up in the Dutch office market amounted to 185,700 in the 3rd quarter and 614,768 in the first three quarters of 2013
The occupancy of the Belgian portfolio slightly decreased to 84.8% (30 June 2013: 85.3%) as a result of a rather stable performance in the office portfolio and a decrease in the logistics portfolio.
10
| Up to Q3 2013 | Up to Q3 2012 | |
|---|---|---|
| the Netherlands | ||
| Gross rental income | 78,364 | 84,959 |
| Net rental income | 62,692 | 70,123 |
| Switzerland | ||
| Gross rental income | 1,122 | 4,384 |
| Net rental income | 950 | 3,179 |
| Belgium | ||
| Gross rental income | 29,918 | 30,885 |
| Net rental income | 29,248 | 29,740 |
Gross rental income by segment in the Netherlands, Switzerland and Belgium:
| x €1,000 | Up to Q3 2012 |
Purchases | Disposals | Organic growth |
Up to Q3 2013 |
|---|---|---|---|---|---|
| the Netherlands | |||||
| Offices | 47,630 | - | - 1,123 |
- 4,030 | 42,477 |
| Retail | 30,498 | - | - 1,194 |
501 | 29,805 |
| Industrial | 6,327 | - | - 285 |
- 193 |
5,849 |
| Residential | 504 | - | - 251 |
- 20 |
233 |
| Total | 84,959 | - | - 2,853 |
- 3,742 | 78,364 |
| Switzerland | |||||
| Offices | 1,633 | - | - 1,269 |
- 61 |
303 |
| Retail | 2,751 | -- | - 1,898 |
- 34 |
819 |
| Total | 4,384 | - 3,167 |
- 95 |
1,122 | |
| Belgium | |||||
| Offices | 19,733 | - | - | - 1,144 | 18,589 |
| Industrial | 11,152 | - | - 569 |
746 | 11,329 |
| Total | 30,885 | - | - 569 |
- 398 |
29,918 |
| Total NSI | 120,228 | - 6,589 |
- 4,180 | 109,404 |
| x €1,000 | Q2 2013 | Purchases | Disposals | Organic growth |
Q3 2013 | ||
|---|---|---|---|---|---|---|---|
| the Netherlands | |||||||
| Offices | 14,508 | - | - | 104 | 33 | 14,437 | |
| Retail | 9,895 | - | - | 83 | 83 | 9,895 | |
| Industrial | 1,662 | - | - | 165 | - | 96 | 1,401 |
| Residential | 73 | - | - | - | 2 | 71 | |
| Total | 26,138 | - | - | 352 | 18 | 25,804 | |
| Switzerland | |||||||
| Offices | 100 | - | - | 1 | 101 | ||
| Retail | 318 | - | - | 317 | 2 | 3 | |
| Total | 418 | - | - | 317 | 3 | 104 | |
| Belgium | |||||||
| Offices | 6,238 | - | - | - | 153 | 6,085 | |
| Industrial | 3,743 | - | - | 1 | 57 | 3,799 | |
| Total | 9,981 | - | - | 1 | - | 96 | 9,884 |
| Total NSI | 36,537 | - | - | 670 | - | 75 | 35,792 |
NSI continues its focus on cost discipline. Operating costs amounted to €13.2 million in the first three quarters of 2013 (first three quarters of 2012: €13.6 million). Operating expenses slightly decreased in the 3rd quarter (€4.4 million) in comparison with the second quarter (€4.5 million).
Administrative costs remained stable at €4.5 million (first three quarters of 2012: €4.5 million).
Financing costs increased in the first three quarters to €44.0 million in comparison with €41.5 million in the 1st three quarters of 2012, due to higher margins and financing costs, partially offset by lower interest rates, hedging costs and a reduction in outstanding loans . On a quarterly basis, financing costs increased from €14.4 million in the 2nd quarter to €15.6 million in the 3rd quarter, due to new financing agreements coming into effect .
The indirect investment result for the first three quarters of 2013 amounted to €124.6 million negative. The indirect investment result consists of both realized revaluations (sales results on investments sold) and unrealized revaluations. These unrealized revaluations concern the changes in the market value of the property portfolio (-€139.3 million) and the interest hedging instruments (€22.3 million).
The realised revaluations include the result on sales (-€2.0 million) of 15 sold properties. In the 3rd quarter, 3 Dutch retail centres (De Esch in Rotterdam, Kersenboogerd in Hoorn and Overwhere in Purmerend) and one Dutch office property in Heerhugowaard were sold.
The negative value of derivatives decreased on balance due to anticipated continuing low interest swap rates in combination with a decreased maturity of the derivative instruments.
NSI utilizes interest-rate hedging instruments exclusively to limit operational interest rate risks. There is no 'over-hedging situation' and NSI is not exposed to margin calls. The value of the financial derivatives automatically reverts to zero at the end of the duration of these instruments.
The revaluation of the total real estate portfolio amounted to -€139.3 million in first three quarters of 2013 (first three quarters of 2012: -€98.3 million). The revaluation of the Dutch real estate portfolio amounted to -€139.1 million in first three quarters of 2013 (first three quarters of 2012: - €92.3million). The revaluation in the 3rd quarter amounted to -€55.4 million (2nd quarter of 2013:- €43.0 million).
The value of the Dutch office portfolio decreased by €100.2 million in the first three quarters of 2013 (first three quarters 2012: -€78.8 million), of which €37.5 million in the 3rd quarter (2nd quarter: €29.4 million). Although occupancy rates improved slightly, pressure on market rents increased and yields also remained under pressure. Moreover, valuators are taking a more strict view on properties that have been largely vacant over a longer period, which has impacted some specific properties in the 3rd quarter. These additional write downs amounted to approx. € 7 million.
The revaluation of the retail portfolio was -€15.9 million in the 3rd quarter (2nd quarter 2013: - €11.7 million). In the retail portfolio, too, yields and market rents are under pressure. Furthermore, the revaluation result in this quarter was impacted by some specific situations, including the temporarily lower rental income in shopping centre 't Loon until completion of the reconstruction and anticipated expiries in the, in particular the large scale, retail portfolio. The total impact of these circumstances was approx. €7 million.
In the Belgian portfolio, a revaluation of -€0.1 in the office portfolio over the first three quarters of 2013 (€21.4 million) were offset by a positive revaluation in the logistics portfolio (€21.3 million).
Revaluation results of properties in the Netherlands (x €1,000)
| Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | 2011* | 2010* | 2009* | 2008* | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2013 | 2013 | 2013 | 2012 | 2012 | 2012 | 2012 | |||||
| Offices | -37,463 -29,394 -33,313 -23,264 | - | - | - | - | - | - | -44,871 | |||
| 32,583 | 25,434 | 20,809 | 31,400 | 21,43 | 37,875 | ||||||
| 5 | |||||||||||
| Retail | -15,939 -11,716 -5,296 | - 6,752 | -2,893 | -3,951 | -2,828 | - 622 |
- | -7,920 | 7,770 | ||
| 1,179 | |||||||||||
| Industrial | -1,983 | -1,865 | -1,980 | - 2,467 | -2,145 | -1,285 | - 197 |
-1,351 | - | -5,504 | -4,367 |
| 2,416 | |||||||||||
| Residential | - 20 |
- | - 85 |
- | - 25 |
- 125 |
- 5 |
135 | - | 44 | - 248 |
| 1,747 |
| Total | -55,405 -42,975 -40,674 -32,483 | - | - | - | - | - | - | -41,716 | |
|---|---|---|---|---|---|---|---|---|---|
| 37,646 | 30,795 | 23,839 | 33,238 | 26,77 | 51,255 | ||||
| 7 |
*) In accordance with IFRS the figures prior to the merger with VNOI (over the period 2008- first three quarters of 2011) have not been amended and represent only NSI. As of the fourth quarter of 2011 all results of NSI and VNOI are fully consolidated.
| Q3 2013 | Q2 2013 | Q1 2013 | 2012 | 2011 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Offices | - | 4,722 | - | 14,730 | - 1,913 | - | 15,891 | 2,555 | |
| Industrial | 872 | 20,240 | 198 | 2,420 | - | 6,126 | |||
| Total | - | 3,850 | 5,510 | - 1,715 | - | 13,471 | - | 3,571 |
| Q3 2013 | Q2 2013 | Q1 2013 | . 2012 | 2011 | |||
|---|---|---|---|---|---|---|---|
| Offices | - | 25 | - | 15 | - 22 |
- 161 |
208 |
| Retail | - | - | 105 | - | - 1.782 | - 1.152 | |
| Total | - | 25 | - | 120 | - 22 |
- 1.943 | - 944 |
14
| gross yield* 30-09-2013 |
net yield** 30-09-2013 |
gross yield* 31-12-2012 |
net yield** 31-12-2012 |
|
|---|---|---|---|---|
| Offices | 10.9 | 9.0 | 10.3 | 8.6 |
| Retail | 8.3 | 7.2 | 7.8 | 6.7 |
| Industrial | 8.6 | 7.8 | 9.1 | 8.3 |
| Residential | 8.0 | 7.3 | 7.2 | 6.8 |
| Total | 9.8 | 8.4 | 9.4 | 8.0 |
* gross yield: the theoretical annual rent expressed as a percentage of the market value of the property.
** net yield: . the theoretical net rental income expressed as a percentage of the market value of the property.
| gross yield* | net yield** | gross yield* | net yield** | |
|---|---|---|---|---|
| 30-09-2013 | 30-09-2013 | 31-12-2012 | 31-12-2012 | |
| The Netherlands | 10.3 | 8.8 | 9.6 | 8.3 |
| Switzerland | 5.8 | 4.9 | 7.3 | 5.3 |
| Belgium | 8.8 | 8.6 | 9.0 | 8.7 |
| Total | 9.8 | 8.4 | 9.4 | 8.0 |
The equity placement announced today will lower the LtV to around 45% post transaction (on a pro forma basis as at 30 September 2013) as a result of reducing certain term loans and committed revolving credit facilities, providing flexibility to re-use these funds for future investments. NSI intends to maintain the LtV sustainably to below 50%. The LtV as per 30 September 2013 was 59.6%.
In connection with the improvement of the balance sheet by this transaction, NSI has agreed with its lending banks involved in this transaction on more favorable financing terms to lower its average costs of funds, and will initiate negotiations with the other banks.
The value of the real estate investments amounted to €1,863.9 million on 30 September 2013 (30 June 2013: €1,948.6 million, year end 2012: €2,106.1 million). This is the result of investments, disposals and revaluations.
NSI refinanced its €65 million credit facility with FGH Bank/ Rabobank. The debt that would initially mature in 2014 and 2015 has been extended until 2018. After this transaction, the remaining debt maturing in 2014 amounts to approx. €75 million for the Dutch loan portfolio. NSI has started the refinancing process regarding the remaining debt maturing in 2014.
In the first three quarters of 2013, NSI repaid debt of €118.7 million, in line with the aim to reduce the debt exposure. Debts to credit institutions amounted to €1,110.2 million as per 30 September 2013 (30 June 2013: €1,148.6 million, year-end: €1,226.4 million).
NSI's equity decreased to €686.6 million in the first three quarters of 2013 (year-end 2012: €789.8 million), mainly as the result of the negative total investment result of €88.5 million.
The number of outstanding shares remained unchanged in the first three quarters of 2013 (68.2 million). The net asset value (including deferred tax and the market value of the derivatives) amounted to €8.18 per share on 30 September 2013 (year end 2012: €9.78). If the deferred tax and the value of the derivatives are excluded (the net asset value according to EPRA), the net asset value amounts to €9.03 per share (year-end 2012: €10.95).
The number of shares will significantly increase as result of the €300 million equity raise announced today; 75 million of new shares will be issued, which will result in a total number of outstanding shares of 143.2 million.
The funding available to the company under the committed credit facilities as at 30 September 2013 amounted to €53.2 million (30 June 2013: €52.4 million, year-end 2012: €71.3 million). The average remaining maturity of the loans remained stable at 2.6 years (30 June 2013: 2.6 years, 30 September 2012: 2.3 years).
Average costs of debt funding increased from 5.2% as at 30 June 2013 (30 September 2012: 4.8 %) to (including margin) 5.3% on 30 September 2013, mainly due to the refinancing of low interest loans at higher commercial margins.
The average cost of debt (%) is based on the current – increased - interest margins by quarter end, which does not reflect the average interest margin for the period. The interest coverage ratio amounted to 2.1 as per 30 September 2013 .
In line with the dividend policy, the dividend pay-out ratio and distribution is linked to the LtV performance to safeguard the necessary funds to invest and execute the company's strategy. The pay out ratio and distribution is based on the LtV level post dividend distribution:
The LtV as per 30 September 2013 is 59.6% before dividend distribution. After (theoretical) dividend distribution, the LtV post dividend exceeds the 60% treshold. According to the dividend policy, the company was due to pay dividends in shares over the third quarter. However, in light of the equity placement, the stock dividend over the third quarter will be foregone.
The equity placement will bring the LtV to below the 55% threshold in the dividend policy, which corresponds with a pay-out ratio of 85 to 100% in cash going forward.
NSI distributed an interim dividend of €0.19 per share in cash over the 1st half year of 2013.
The value of the real estate portfolio decreased in the first three quarters of 2013 by €242.2 million to €1,863.9 million as at 30 September 2013 (yearend 2012: €2.106,1 million). This decrease is the result of revaluations (-€ 139.3 million), sales (€115.2 million), investments (€12.4 million), reclassification office own use (€0.8 million) and exchange rate differences (-€0.9 million).
In the 3rd quarter, 3 Dutch retail centres (De Esch in Rotterdam, Kersenboogerd in Hoorn and Overwhere in Purmerend) and 1 Dutch office property in Heerhugowaard were sold.
In the 1st half of 2013, 4 office buildings were sold in the Netherlands (Herengracht, Leidsegracht and Oudezijds Voorburgwal in Amsterdam , and Parklaan in Eindhoven) , 2 industrial properties (Cessnalaan at Schiphol and Archimedesbaan in Nieuwegein) and 2 retail properties (Mereveldplein in De Meern and Rozemarijndonk in Spijkenisse). In Belgium, an industrial property (Guldendelle in Kortenberg) and a plot of land were sold. In Switzerland, the HertiZentrum shopping mall was sold.
On average, the properties were sold slightly below (1.7%) book value.
In October 2013, the last remaining Swiss asset sold (Pérolles 2000 in Fribourg) was sold on book value.
NSI continues its efforts to divest non-strategic assets.
| in % | x €1,000 | |
|---|---|---|
| Sector spread | ||
| Offices | 57 | 1,053,416 |
| Retail | 26 | 489,767 |
| Industrial | 17 | 316,505 |
| Residential | - | 4,220 |
| Total real estate investments | 100 | 1,863,908 |
| Geographical spread | ||
| The Netherlands | 68 | 1,276,499 |
| Switzerland | 1 | 7,935 |
| Belgium | 31 | 579,474 |
| Total real estate investments | 100 | 1,863,908 |
As at 30 September 2013, the portfolio consisted of 48 residential units and 256 commercial properties, spread across:
The occupancy rate of the entire portfolio as at 30 September 2013 decreased to 80.7% (30 June 2013: 81.5%). Occupancy levels per sector were: 75.6% in offices, 88.9% in industrial premises and 89.7% in retail. Occupancy levels per country were: 79.1% in the Netherlands and 84.8% in Belgium.
The occupancy level of the retail portfolio decreased from 92.0% (30 June 2013) to 89.7%, as result of the disposal of fully let retail centres in Rotterdam, Hoorn and Purmerend (impact 0.7%). Furthermore, some units have been temporarily rented out to outlets to bridge the period until a strategic long term tenant moves in.
The occupancy rate in the offices portfolio improved slightly from 75.3% (30 June 2013) to 75.6% as at 30 September 2013, as the occupancy rate of the Dutch offices portfolio improved for the 4th successive quarter, from 72.8% as at 30 June 2013 to 73.1% as at 30 September 2013.
The occupancy rate in the total logistics portfolio decreased to 88.9% as at 30 September 2013 (30 June 2013: 91.0%).
The theoretical gross annual rental income per segment in the Netherlands, Switzerland and Belgium per 30 September 2013: (x €1,000)
| the Netherlands | Switzerland | Belgium | Total | |
|---|---|---|---|---|
| Offices | 81,805 | 462 | 32,921 | 115,188 |
| Retail | 40,838 | 40,838 | ||
| Industrial | 9,166 | 18,101 | 27,267 | |
| Residential | 335 | 335 | ||
| Total | 132,144 | 462 | 51,022 | 183,628 |
The annualized contractual rental income from the property portfolio as at 30 September 2013 amounted to €148.2 million (30 June 2013: €151.9 million).
| 30-09-2013 | 30-09-2012 | 2012 | |
|---|---|---|---|
| Results (x €1,000) | |||
| Gross rental income | 109,404 | 120,228 | 160,545 |
| Net rental income | 92,890 | 103,042 | 137,334 |
| Direct investment result | 36,076 | 48,447 | 63,405 |
| Indirect investment result | -124,556 | -124,296 | -166,522 |
| Result after tax | - 88,480 | - 75,849 | -103,117 |
| Occupancy rate (in %) | 80.7 | 80.5 | 81.1 |
| Balance sheet (x €1,000) | |||
| Real estate investments | 1,863,908 | 2,154,754 | 2,106,091 |
| Shareholders' equity | 686,639 | 828,575 | 789,788 |
| Shareholders' equity attributable to | 557,899 | 702,304 | 666,850 |
| NSI shareholders | |||
| Net debts to credit institutions | |||
| (excluding other investments) | 1,110,237 | 1,241,966 | 1,226,432 |
| Loan-to-value (debts to credit | |||
| institutions/real estate investments | 59.6* | 57.6 | 58.2 |
| in %) | |||
| Issued share capital (in shares) | |||
| Ordinary shares with a nominal value | |||
| of €0.46 during period under review | 68,201,841 | 66,897,112 | 68,201,841 |
| Average number of outstanding | |||
| ordinary shares during period under | 68,201,841 | 63,346,375 | 64,288,818 |
| review | |||
| Data per average outstanding ordinary | |||
| shares (x €1) | |||
| Direct investment result | 0.53 | 0.76 | 0.99 |
| Indirect investment result | - 1.83 |
- 1.96 |
- 2.59 |
| Total investment result | - 1.30 |
- 1.20 |
- 1.60 |
| Data per share (x €1) | |||
| (Interim-) dividend | 0.19 | 0.75 | 0.86 |
| Net asset value | 8.18 | 10.50 | 9.78 |
| Net asset value according to EPRA | 9.03 | 11.73 | 10.95 |
| Average stock-exchange turnover | |||
| (shares per day, without double | 153,431 | 94,672 | 92,580 |
| counting) | |||
| High price | 7.00 | 9.70 | 9.70 |
| Low price | 4.86 | 5.95 | 5.95 |
| Closing price | 5.22 | 6.37 | 6.08 |
* loan-to-value calculated before dividend; LtV after (theoretical) dividend
distribution exceeds 60%
| Gross rental income 109,404 120,228 35,792 Service costs not recharged to tenants - 3,348 - 3,613 - 984 - Operating costs - 13,166 - 13,573 - 4,384 - Net rental income 92,890 103,042 30,424 Financing income 227 84 71 Financing costs - 43,980 - 41,466 - 15,640 Administrative costs - 4,548 - 4,539 - 1,461 - Direct investment result before tax 44,589 57,121 13,394 Corporate income tax - 92 - 231 - 26 - Direct investment result after tax 44,497 56,890 13,368 Direct investment result attributable |
Up to Q3 2013 | Up to Q3 2012 | Q3 2013 | Q3 2012 | |
|---|---|---|---|---|---|
| 38,879 | |||||
| 1,026 | |||||
| 4,312 | |||||
| 33,541 | |||||
| 32 | |||||
| - 13,679 | |||||
| 1,386 | |||||
| 18,508 | |||||
| 5 | |||||
| 18,503 | |||||
| to non-controlling interest | - 8,421 |
- 8,443 |
- 2,763 |
- 2,626 |
|
| Direct investment result 36,076 48,447 10,605 |
15,877 | ||||
| Revaluation of real estate investments - 139,277 - 98,322 - 59,281 |
- 37,955 | ||||
| Elimination of rental income 1,370 46 507 |
137 | ||||
| Net result on sales of real estate - 1,998 - *7,754 - 1,185 |
22 47 |
||||
| investments | |||||
| Movements in market value of financial 22,259 - 19,176 4,670 - |
8,283 | ||||
| derivatives | |||||
| Exchange-rate differences - 137 - 139 - 64 - |
17 | ||||
| Allocated management costs - 1,909 - 1,741 - 636 - |
580 | ||||
| Indirect investment result before tax - 119,692 - 127,086 - 55,989 |
- 46,651 | ||||
| Corporate income tax - 61 **1,015 - - |
46 | ||||
| Indirect investment result after tax - 119,753 - 126,071 - 55,989 |
- 46,697 | ||||
| Indirect investment result attributable | |||||
| to non-controlling interest - 4,803 1,775 154 |
706 | ||||
| Indirect investment result - 124,556 - 124,296 - 55,835 |
- 45,991 | ||||
| Total investment result - 88,480 - 75,849 - 45,230 |
- 30,114 | ||||
| Data per average outstanding share (x €1) |
|||||
| Direct investment result 0.53 0.76 0.16 |
0.24 | ||||
| Indirect investment result | |||||
| Total investment result - 1.30 - 1.20 - 0.67 - 0.46 |
- 1.83 |
- 1.96 |
- 0.83 |
- 0.70 |
*) including €1.9 million costs related to early redemption of fixed interest CHF
loans and the provision of a rental guarantee (€1.2million).
**) including €1.3 million due to release of a provision of deferred tax liabilities in relation to the sale of Swiss assets.
30 September 2013
23
(x €1,000)
| Note | Up to | Up to | Q3 | Q3 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Q3 2013 | Q3 2012 | 2013 | 2012 | ||||||
| Gross rental income | 109,404 | 120,228 | 35,792 | 38,879 | |||||
| Service costs recharged | 14,267 | 17,051 | 4,308 | 6,373 | |||||
| to tenants Service costs in total |
-17,615 | -20,664 | - 5,292 | - 7,399 | |||||
| Service costs not | |||||||||
| recharged to tenants | - 3,348 | - 3,613 | - 984 |
- 1,026 | |||||
| Operating costs | 6 | -13,166 | -13,573 | - 4,384 | - 4,312 | ||||
| Net rental income | 4 | 92,890 | 103,042 | 30,424 | 33,541 | ||||
| Revaluation of | -137,907 | -98,276 | -58,774 | -37,818 | |||||
| Net results on sales of investments |
7 | - 1,998 | - 7,754 | - 1,185 | 47 | ||||
| Total net proceeds from investments |
|||||||||
| investments | -47,015 | - 2,988 | -29,535 | - 4,230 | |||||
| Administrative costs | 8 | - 6,457 | - 6,280 | - 2,097 | - 1,966 | ||||
| Financing income Financing costs |
227 -44,117 |
84 -41,605 |
71 -15,704 |
32 -13,696 |
|||||
| Movements in market value | |||||||||
| of financial derivatives | 22,259 | -19,176 | 4,670 | - 8,283 | 24 | ||||
| Net financing result | -21,631 | -60,697 | -10,963 | -21,947 | |||||
| Result before tax | -75,103 | -69,965 | -42,595 | -28,143 | |||||
| Corporate income tax | 15 | - 153 |
784 | - 26 |
- 51 |
||||
| Result after tax | -75,256 | -69,181 | -42,621 | -28,194 | |||||
| Exchange-rate difference | |||||||||
| on foreign participations | - 2 |
70 | - 1 |
39 | |||||
| Total non-realised result | - 2 |
70 | - 1 |
39 | |||||
| Total realised and non | -75,258 | -69,111 | -42,622 | -28,155 | |||||
| realised result | |||||||||
| Result after tax | |||||||||
| attributable to: NSI shareholders |
-88,480 | -75,849 | -45,230 | -30,114 | |||||
| Non-controlling interest | 13,224 | 6,668 | 2,609 | 1,920 | |||||
| Result after tax | -75,256 | -69,181 | -42,621 | -28,194 | |||||
| Total realised and non | |||||||||
| realised result | |||||||||
| attributable to NSI shareholders: |
-88,482 | -75,779 | -45,231 | -30,075 | |||||
| Non-controlling interest | 13,224 | 6,668 | 2,609 | 1,920 | |||||
| Total incomprehensive | -75,258 | -69,111 | -42,622 | -28,155 | |||||
| income Data per average |
|||||||||
| outstanding share (x €1) | |||||||||
| Diluted as well as non | |||||||||
| diluted result after tax | - 1.30 |
- 1.20 |
- 0.67 |
- 0.46 |
Before proposed profit appropriation Q3 2013 (x €1,000)
| Note | 30-09-2013 | 31-12-2012 | 30-09-2012 | |
|---|---|---|---|---|
| Assets | ||||
| Real estate investments | 9 | 1,855,973 | 2,036,114 | 2,117,210 |
| Intangible assets | 8,499 | 8,486 | 8,486 | |
| Tangible assets | 2,949 | 3,750 | 3,836 | |
| Financial derivatives | 14 | 429 | 666 | - |
| Total fixed assets | 1,867,850 | 2,049,016 | 2,129,532 | |
| Assets held for sale | 10 | 7,935 | 69,977 | 37,544 |
| Debtors and other accounts | 11 | 24,820 | 21,915 | 21,554 |
| receivable | ||||
| Cash | 12,049 | 7,007 | 7,601 | |
| Total current assets | 44,804 | 98,899 | 66,699 | |
| Total assets | 1,912,654 | 2,147,915 | 2,196,231 | |
| Shareholders' equity | 25 | |||
| Issued share capital | 31,372 | 31,372 | 30,773 | |
| Share premium reserve | 657,912 | 657,912 | 658,527 | |
| Other reserves | - 42,905 |
80,683 | 88,854 | |
| Retained earnings | - 88,480 |
-103,117 | - 75,849 |
|
| Total shareholders' equity | ||||
| attributable to shareholders | 557,899 | 666,850 | 702,305 | |
| Non-controlling interest | 128,740 | 122,938 | 126,270 | |
| Total shareholders' equity | 12 | 686,639 | 789,788 | 828,575 |
| Liabilities | ||||
| Interest-bearing loans | 13 | 916,051 | 961,046 | 847,931 |
| Financial derivatives | 14 | 56,615 | 80,787 | 81,133 |
| Deferred tax liabilities | 15 | 157 | 164 | 670 |
| Total long-term liabilities | 972,823 | 1,041,997 | 929,734 | |
| Redemption requirement long-term | 13 | 143,552 | 186,273 | 306,644 |
| liabilities | ||||
| Financial derivatives | 14 | 1,561 | - | 436 |
| Debts to credit institutions | 62,683 | 86,119 | 94,992 | |
| Other accounts payable and | 16 | 45,396 | 43,738 | 35,850 |
| deferred income | ||||
| Total current liabilities | 253,192 | 316,130 | 437,922 | |
| Total liabilities | 1,226,015 | 1,358,127 | 1,367,656 | |
| Total shareholders' equity and | 1,912,654 | 2,147,915 | 2,196,231 | |
| liabilities |
| Note | 30-09-2013 | 30-09-2012 | ||
|---|---|---|---|---|
| Result after tax | - 75,256 |
- 69,181 |
||
| Adjusted for: | ||||
| Revaluation of real estate investments | 139,277 | 98,322 | ||
| Net result on sales of real estate | 7 | - 1,998 |
7,754 | |
| investments | ||||
| Net financing expenses | 21,631 | 60,697 | ||
| Deferred tax liabilities | 15 | - 7 |
- 1,015 | |
| Depreciation | 538 | 389 | ||
| Cash flow from operating activities | 159,441 | 166,147 | ||
| Movements in debtors and other | 11 | - 2,905 |
- 7,597 |
|
| accounts receivable | ||||
| Movements in other liabilities, | ||||
| accrued expenses and deferred income | 1,394 | - 6,309 |
||
| Financing income | 227 | 84 | ||
| Financing expenses | - 43,831 | - 44,621 | ||
| Cash flow from operations | 39,070 | 38,523 | ||
| Purchases of real estate and | ||||
| investments in existing properties | 9 | - 12,387 | - 21,419 | |
| Proceeds of sales of real estate | 117,229 | 83,287 | ||
| investments | ||||
| Investments in tangible fixed assets | - 563 |
- 344 |
||
| Divestments of tangible fixed assets | 16 | 31 | ||
| Investments in intangible fixed assets | - 50 |
- | ||
| Cash flow from investment activities | 104,245 | 61,555 | ||
| Dividend paid | - 27,883 | - 35,712 | ||
| Costs related to optional dividend | - 8 |
- 68 |
||
| Share issue | - | 24,348 | ||
| Repurchase of own shares | - | - 502 |
||
| Drawdown of loans | 13 | 31,835 | 30,043 | |
| Redemption of loans | 13 | -118,723 | -136,382 | |
| Cash flow from financing activities | -114,779 | -118,273 | ||
| Net cash flow | 28,536 | - 18,195 | ||
| Exchange-rate differences | - 58 |
132 | ||
| Cash and debts to credit institutions | - 79,112 | - 69,328 | ||
| as of 1 January | ||||
| Cash and debts to credit institutions | ||||
| as of | - 50,634 | - 87,391 | ||
| 30 September |
The development of the item shareholders' equity over the first nine months ending at 30 September 2013 was as follows:
| Issued share |
Share premium |
Other reserves |
Retained earnings |
Total shareholde |
Non controllin |
Total shareholde |
||
|---|---|---|---|---|---|---|---|---|
| capital | reserve | rs' equity | g interest | rs' equity | ||||
| attributab | ||||||||
| le to | ||||||||
| shareholde | ||||||||
| rs | ||||||||
| Balance as of 1 January 2013 | 31,372 | 657,912 | 80,683 | - 103,117 | 666,850 | 122,938 | 789,788 | |
| Result first three quarters of | - | - | - | -88,480 | -88,480 | 13,224 | -75,256 | |
| 2013 | ||||||||
| Exchange-rate differences on | - | - | - 2 |
- | - 2 |
- | - 2 |
|
| foreign participations | ||||||||
| Total realised and non | ||||||||
| realised results of first | - | - | - 2 |
-88,480 | -88,482 | 13,224 | -75,258 | |
| three quarters of 2013 |
||||||||
| Distributed final dividend | - | - | - 7,502 |
- | - 7,502 | - 7,422 | -14,924 | 27 |
| 2012 in cash | ||||||||
| Profit appropriation 2012 | - | - | - 103,117 | 103,117 | - | - | - | |
| Distributed cash interim | - | - | - 12,959 |
- | -12,959 | - | -12,959 | |
| dividend 2013 | ||||||||
| Costs related to optional | - | - | - 8 |
- | - 8 |
- | - 8 |
|
| dividend | ||||||||
| Total contributions by and to | - | - | - 123,586 | 103,117 | -20,469 | - 7,422 | -27,891 | |
| shareholders | ||||||||
| Situation as of 30 September | 31,372 | 657,912 | - 42,905 |
-88,480 | 557,899 | 128,740 | 686,639 | |
| 2013 |
The development of the item shareholders' equity per over the first nine months ending at 30 September 2012 was as follows:
| Issued | Share | Other | Retained | Total | Non | Total | |
|---|---|---|---|---|---|---|---|
| share | premium | reserves | earnings | shareholder | controlling | sharehol | |
| capital | reserve | s' equity | interest | ders' | |||
| attrbutable | equity | ||||||
| to | |||||||
| shareholder | |||||||
| s | |||||||
| Balance as of 1 January 2012 | 27,732 | 637,054 | 53,727 | 62,705 | 128,402 | 909,620 | |
| 781,218 | |||||||
| Result first three quarters of | - | - | - | - 75,849 | -75,849 | 6,668 | -69,181 |
| 2012 | |||||||
| Exchange-rate differences on | |||||||
| foreign participations | - | - | 70 | - | 70 | - | 70 |
| Total realised and non-realised | |||||||
| results of first three quarters | - | - | 70 | - 75,849 | -75,779 | 6,668 | -69,111 |
| of 2012 | |||||||
| Distributed final dividend 2011 in | - | - | - 7,539 | - | - 7,539 | - 8,800 | -16,339 |
| Situation as of 30 September 2012 | 30,773 | 658,527 | 88,854 | - 75,849 | 702,305 | 126,270 | 828,575 |
|---|---|---|---|---|---|---|---|
| shareholders | |||||||
| Total contributions by and to | 3,041 | 21,473 | 35,057 | - 62,705 | - 3,134 | - 8,800 | -11,934 |
| Repurchase of own shares | - 28 |
- 474 |
- | - | - 502 |
- | - 502 |
| Share issue | 1,389 | 23,677 | - 718 |
- | 24,348 | - | 24,348 |
| Costs related to optional dividend | - | - 25 |
- 8 |
- | - 33 |
- | - 33 |
| Stock-dividend | 995 | - 995 |
- | - | - | - | - |
| 2012 | |||||||
| Distributed cash interim-dividend | - | - | -19,373 | - | -19,373 | - | -19,373 |
| Profit appropriation 2011 | - | - | 62,705 | - 62,705 | - | - | - |
| Costs related to optional dividend | - | - 25 |
- 10 |
- | - 35 |
- | - 35 |
| Stock-dividend | 685 | - 685 |
- | - | - | - | - |
| cash |
NSI N.V. (referred to as 'The Company') is a company domiciled in the Netherlands (headquartered in Hoofddorp , statutory in Hoorn). These condensed consolidated interim financial statements ('interim financial statements') as at and for the nine months ended 30 September 2013 comprise the Company and its subsidiaries (together referred to as the 'Group') and the Group's interests in associates and a joint venture.
The condensed consolidated interim financial information has been prepared on the basis of the going concern principle. On the 8th of November 2013 NSI has announced a placement of new ordinary shares in order to raise an amount of € 300 million to strengthen the company's balance sheet.
These interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do 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 an understanding of 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 2012.
These interim financial statements were authorised for issue by the Company's Management and Supervisory Board on 6 November 2013.
In preparing these interim financial statements, Management make 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 2012.
Except as described below, the accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2012. The following changes in accounting policies are also expected to be reflected in the Group's consolidated financial statements as at and for the year ending 31 December 2013.
As a result of IFRS 10 (2011), the Group has changed its accounting policy for determining whether it has control over and consequently whether it consolidates its investees. IFRS 10 (2011) introduces a new control model that is applicable to all investees, by focusing on whether the Group has power over an investee, exposure or rights to variable returns from its involvement with the investee and ability to use its power to affect those returns. In particular, IFRS 10 (2011) requires the Group consolidate investees that it controls on the basis of de facto circumstances.
In accordance with the transitional provisions of IFRS 10 (2011), the Group reassessed the control conclusion for its investees at 1 January 2013.
As a result of IFRS 11, the Group has changed its accounting policy for its interests in joint arrangements. Under IFRS 11, the Group classifies its interests in joint arrangements as either joint operations or joint ventures depending on the Group's rights to the assets and obligations for the liabilities of the arrangements. When making this assessment, the Group considers the structure of the arrangements, the legal form of any separate vehicles, the contractual terms of the arrangements and other facts and circumstances. Previously, the structure of the arrangement was the sole focus of classification.
The Group is not involved in a joint arrangement.
IFRS 13 establishes a single framework for measuring fair value and making disclosures about fair value measurements, when such measurements are required or permitted by other IFRSs. In particular, it unifies the definition of fair value as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date. It also replaces and expands the disclosure requirements about fair value measurements in other IFRS, including IFRS 7 Financial Instruments: Disclosures. Some of these disclosures are specifically required in interim financial statements for financial instruments; accordingly, the Group has included additional disclosures in this regard (see
Note 14).
Presentation of items of other comprehensive income(changes in IAS 1) As a result of the amendments to IAS 1, the Group has modified the presentation of items of other comprehensive income in its condensed consolidated statement of profit or loss and other comprehensive income, to present separately items that would be reclassified to profit or loss in the future from those that would never be. Comparative information has also been re-presented accordingly.
The adoption of the amendment to IAS 1 has no impact on the recognized assets, liabilities and comprehensive income of the Group.
As a result of IAS 19 (2011), the Group has changed its accounting policy with respect to the basis for determining the income or expense related to defined benefit.
This change has no effect on the assets and liabilities, nor on realised and unrealised results, as the Group has insured its pension plan externally.
30
Below, a summary of the results of each of the reporting segments is included.
| Per country | the Netherlands | Switzerland | Belgium | Total | |||||
|---|---|---|---|---|---|---|---|---|---|
| Up to Q3 | Up to Q3 | Up to Q3 | Up to Q3 | Up to Q3 | Up to Q3 | Up to Q3 | Up to Q3 | ||
| 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | ||
| Gross rental income | 78,364 | 84,959 | 1,122 | 4,384 | 29,918 | 30,885 | 109,404 | 120,228 | |
| Service costs not | |||||||||
| recharged to tenants | - 2,716 |
- 2,719 |
- | 1 | - 160 |
- 631 |
- 734 |
- 3,348 |
- 3,613 |
| Operating costs | - 12,956 | - 12,117 |
- | 171 | - 1,045 |
- 39 |
- 411 |
- 13,166 | - 13,573 |
| Net rental income | 62,692 | 70,123 | 950 | 3,179 | 29,248 | 29,740 | 92,890 | 103,042 | |
| Revaluation results | -138,123 | - 91,856 |
- | 167 | - 5,559 |
383 | - 1,131 |
-137,907 | - 98,276 |
| Net result on sales | - 3,017 |
- 123 |
- | 1,113 | - 7,771 |
2,132 | 140 | - 1,998 |
- 7,754 |
| Segment result | - 78,448 | - 21,586 |
- | 330 | - 10,151 | 31,763 | 28,749 | - 47,015 | - 2,988 |
| Reconciliation | |||||||||
| Administrative costs | - 3,570 |
- 3,067 |
- | 181 | - 471 |
- 2,706 |
- 2,742 |
- 6,457 |
- 6,280 |
| Net financing costs | - 15,765 | - 47,855 |
- | 185 | - 1,534 |
- 5,681 |
- 11,308 | - 21,631 | - 60,697 |
| Result before tax | - 97,783 | - 72,508 |
- | 696 | - 12,156 | 23,376 | 14,699 | - 75,103 | - 69,965 |
| Corporate income tax | - 71 |
- | - | 10 | 862 | - 72 |
- 78 |
- 153 |
784 |
| Result after tax | - 97,854 | - 72,508 |
- | 706 | - 11,294 | 23,304 | 14,621 | - 75,256 | - 69,181 |
| Non-controlling | - | - | - | - | - 13,224 | - 6,668 |
- 13,224 | - 6,668 |
|
| interest | 31 | ||||||||
| Investment income | |||||||||
| attributable to | - 97,854 | - 72,508 |
- | 706 | - 11,294 | 10,080 | 7,953 | - 88,480 | - 75,849 |
| shareholders NSI | |||||||||
| Per country | the Netherlands | Switzerland | Belgium | Total |
| 30-9- | 31-12- | 30-9- | 31-12- | 30-9- | 31-12- | 30-9- | 31-12- | |
|---|---|---|---|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |
| Real estate | 1,276,4 | 1,482,789 | 7,935 | 34,567 | 579,474 | 588,735 | 1,863,9 | 2,106,09 |
| investments | 99 | 08 | 1 | |||||
| Other assets | 36,557 | 26,300 | 1,541 | 2,170 | 10,223 | 12,824 | 48,321 | 41,294 |
| Non-allocated assets | - | - | - | - | - | - | 425 | 530 |
| Total assets | 1,912,6 | 2,147,9 | ||||||
| 54 | 15 | |||||||
| Long-term liabilities | 751,228 | 782,016 | 157 | 164 | 221,438 | 259,817 | 972,823 | 1,041,997 |
| Current liabilities | 160,434 | 226,944 | 5,849 | 26,659 | 86,807 | 62,447 | 253,090 | 316,050 |
| Non-allocated | - | - | - | - | - | - | 102 | 80 |
| liabilities | ||||||||
| Total liabilities | 1,226,0151,358,12 | |||||||
| 7 | ||||||||
| Purchases and | ||||||||
| investments in | 7,823 | 15,187 | 143 | 274 | 4,421 | 15,013 | 12,387 | 30,474 |
| existing properties |
In order to hedge currency risks, real estate investments in currencies other than the euro are generally funded by loans in the currency of the
investment (in this case Swiss Francs). As at 30 September 2013, the exchange rate for the Swiss Franc was: CHF1 = €0.81800 (30 September 2012: €0.82651).
The operating costs for the properties can be specified as follows:
| Up to Q3 2013 | Up to Q3 2012 | |
|---|---|---|
| Municipal taxes | 2,953 | 3,483 |
| Insurance premiums | 559 | 605 |
| Maintenance costs | 2,896 | 2,867 |
| Contributions to owner's associations | 365 | 370 |
| Property management (including attributed administrative | 3,829 | 3,607 |
| expenses) | ||
| Letting costs | 1,638 | 1,307 |
| Other costs | 926 | 1,334 |
| Total | 13,166 | 13,573 |
| Up to Q3 | Up to Q3 2012 | |
|---|---|---|
| 2013 | ||
| Sales of real estate investments | 115,745 | 88,517 |
| Book value at time of sale | 115,231 | 92,266 |
| Total | 514 | - 3,749 |
| Sales costs | - 2,512 |
- 4,005 |
| Total | - 1,998 |
- 7,754 |
| 33 |
The sales costs are including broker costs, legal costs, breakage costs for loan redemption and a rental guarantee.
The administrative costs can be specified as follows:
| Up to Q3 2013 | Up to Q3 2012 | |
|---|---|---|
| Management costs | 9,265 | 8,936 |
| Audit costs | 209 | 322 |
| Consultancy costs | 435 | 537 |
| Appraisal costs | 326 | 335 |
| Compensation of Supervisory Directors, members of the | ||
| Investments Advisory Board and Stichting Prioriteit NSI | 188 | 189 |
| Other costs | 453 | 339 |
| Total | 10,876 | 10,658 |
| Allocated to operating costs | - 4,074 |
- 4,108 |
| Allocated to real estate portfolio | - 345 |
- 270 |
| Total | 6,457 | 6,280 |
The development of the real estate investments in operation and under development was as follows:
| 30-09-2013 | 30-09-2012 | |
|---|---|---|
| Real estate investments in operation | 1,836,953 | 2,101,565 |
| Real estate investments under | 19,020 | 15,645 |
| development | ||
| Total | 1,855,973 | 2,117,210 |
34
Real estate investments in operation and real estate investments under development are accounted for at fair value. The fair value is determined on the basis of one of the following levels in the hierarchy: 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 of partially on not (external) observable information.
All real estate investments are defined as level 3. All real estate investments in Belgium are being appraised every quarter by an independent external appraiser. The fair value of Dutch real estate investments are being determined on the basis of internal valuation every quarter. At least once a year, or more frequent if required or desirable, in line with the valuation procedure, the Dutch real estate investments are valued by an external independent experts. Possible discrepancies between internal and external valuations are limited and are explained and substantiated on a quarterly basis.
Per 30 September 2013, 53.9% of the real estate investments have been externally appraised by independent, certified appraisers and all other properties have been externally appraised within the year. 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 are properly informed and were willing to enter the transaction.
When no actual market value in an active market is available, valuations are being determined on the basis of a net initial yield calculation, in which the net market rents are being capitalized. The yields applied are specific to the country, property type, location, state of maintenance and lettability of each asset. The basis for the determination of the yields is based on comparable transactions, complemented by market-and asset-specific knowledge.
The returns described in the management report represent market practice and are calculated by the (theoretical) net rent of the real estate property divided by the fair value expressed as a percentage. The total net yields as of 30 September 2013 was 8.4% (2012: 8.0%). The net yields were 8.8% for the Netherlands (2012: 8.3%), 4.9% for Switzerland (2012: 5.3%) and 8.6% for Belgium (2012: 8.7%). The yields are specific to the country, real estate type, location, state of repair and leasability of the object. The basis for determining the yields are comparable transactions supplemented with market and property-specific knowledge. These varied between 5.7% and 17.0% for the Netherlands (2012: between 5.4% and 14.0%) and between 6.0% and 9.5% for Belgium (2012: between 7.0% and 8.5%). Comparable transactions in the market were also taken into account in the valuation.
The most important valuation assumptions are:
| the | Switzerlan | Belgium | |||
|---|---|---|---|---|---|
| Up to Q3 | Netherlands | Up to Q3 | d | Up to Q3 | 2012 |
| 2013 | 2012 | 2013 | 2012 | 2013 |
| Average market rent per sqm | |||||
|---|---|---|---|---|---|
| -- | ----------------------------- | -- | -- | -- | -- |
| (in €) | ||||||
|---|---|---|---|---|---|---|
| Offices | 124 | 131 | 218 | 218 | 141 | 145 |
| Retail | 144 | 144 | - | 245 | - | - |
| Industrial | 60 | 63 | - | - | 44 | 47 |
| Residential (per apartment) | 549 | 670 | - | - | - | - |
| per month | ||||||
| Average gross yield (in %) | 10.3 | 9.6 | 5.8 | 7.3 | 8.8 | 9.0 |
| Average net yield (in %) | 8.8 | 8.3 | 4.9 | 5.3 | 8.6 | 8.7 |
| Vacancy | 20.8 | 21.0 | 14.0 | 4.1 | 15.2 | 14.4 |
Assumptions are made per property, per tenant and per vacant unit based upon the possibility of (re)letting, expected duration of vacancy, incentives and letting costs.
The value of the real estate investments implies an average net yield of 8.3% (2012: 8.0%). If the yields applied in the calculation to determine the valuation of real estate investments as per 30 September 2013 would be 100 basis points lower than those currently used, the value of the real estate investments would increase by 13.6% (2012: 14.2%). NSIs equity would in this case increase by €253.2 million (2012: €299.7 million). The loan-to-value would then decrease from 59.6% (2012: 58.2%) to 52.4% (2012: 51.0%). In case the net yield would have been 100 basis point higher, the opposite would apply.
The development of the real estate investments in operation per country was as follows:
| the | Switzerla | Belgium | Total | the | Switzerla | Belgium | Total | |
|---|---|---|---|---|---|---|---|---|
| Netherland | nd | 2013 | Netherlan | nd | 2012 | |||
| s | ds | |||||||
| Balance on 1 | 1,437,009 | - | 583,860 | 2,020,8 | 1,605,790 | 123,084 | 587,889 | 2,316,7 |
| January | 69 | 63 | ||||||
| Purchases | - | - | - | - | - | - | 7,966 | 7,966 |
| Investments | 7,768 | - | 4,421 | 12,189 | 7,010 | - | 6,277 | 13,287 |
| Reclassification | ||||||||
| into real estate | ||||||||
| investments under | - 8,125 |
- | - | - 8,125 | - 10,595 |
- | - | -10,595 |
| development | ||||||||
| Reclassification | ||||||||
| into assets held | - | - | - | - | - | -119,925 | - 1,225 | -121,150 |
| for sale | ||||||||
| Reclassification to | ||||||||
| tangible fixed | - 1,665 |
- | - | - 1,665 | - | - | - | - |
| assets | ||||||||
| Reclassifciation of | ||||||||
| tangible fixed | 2,512 | - | - | 2,512 | - | - | - | - |
| assets | ||||||||
| Sales | - 41,725 | - | -12,402 | -54,127 | - 4,920 |
- | - 3,865 | - 8,785 |
| Revaluations | -138,045 | - | 3,345 | -134,700 - | 92,280 | - 4,293 |
- 482 |
-97,055 |
| Exchange-rate | - | - | - | - | - | 1,134 | - | 1,134 |
| the Netherland s |
Switzerlan d |
Belgium | Total 2013 |
the Netherland s |
Switzerla nd |
Belgium | Total 2012 |
|
|---|---|---|---|---|---|---|---|---|
| Prepayment and accrued income in |
||||||||
| relation to incentives |
6,992 | - | 4,260 | 11,252 | 8,099 | - | 4,720 | 12,819 |
| Retail | Offices | Industrial | Residential | Total 2013 | |
|---|---|---|---|---|---|
| Balance on 1 January | 551,377 | 1,146,269 | 318,898 | 4,325 | 2,020,869 |
| 2013 | |||||
| Investments | 1,601 | 6,320 | 4,268 | - | 12,189 |
| Reclassification to | |||||
| tangible fixed assets | - | - 1,665 |
- | - | - 1,665 |
| Reclassification of | |||||
| tangible fixed assets | - | 2,512 | - | - | 2,512 |
| Reclassification into | |||||
| real estate | |||||
| investments under | - | - 8,125 |
- | - | - 8,125 |
| development | |||||
| Sales | - 30,260 |
- 2,725 |
- 21,142 |
- | - 54,127 |
| Revaluations | - 32,951 |
- 116,125 |
14,481 | - 105 |
- 134,700 |
| Balance on 30 September 2013 |
489,767 | 1,026,461 | 316,505 | 4,220 | 1,836,953 |
The development of the investments in operation by real estate type was as follows:
On 30 September 2013, properties with a book value of €1,279.6 million (2012: €1,507.2 million) were mortgaged as security for loans taken out and credit facilities at banks amounting to €845.9 million (2012: €951.0 million). 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.
| Real estate investments under development | 2013 | 2012 |
|---|---|---|
| Balance on 1 January | 15,245 | 5,050 |
| Investments | 55 | - |
| Reclassification of real estate investments in operation | 8,125 | 10,595 |
| Revaluations | - 4,405 |
- |
| Balance on 30 September | 19,020 | 15,645 |
Real estate investments under development contains four offices and two land positions per 30 September 2013.
The book value of real estate held for sale equals the expected sales proceeds, representing fair value.
| 2013 | 2012 | |
|---|---|---|
| Balance on 1 January | 69,977 | - |
| Reclassification of real estate investments in operation | - | 121,150 |
| Investments | 143 | 166 |
| Sales | - 61,103 |
- 82,256 |
| Revaluations | - 173 |
- 1,266 |
| Exchange-rate differences | - 909 |
- 250 |
| Balance on 30 September | 7,935 | 37,544 |
The main items concern the expected insurance settlement in connection to shopping centre 't Loon, loan provided to buyer shopping centre Zug (€3.6
million), prepaid costs 2013 for an amount of €4.2 million, corporate income tax (€1.6 million) and rental income overdue for an amount of €4.5 million.
The number of issued shares remained unchanged during the reporting period. The company set and distributed the following dividends:
The development of the loans in the reporting period was as follows:
| 2013 | 2012 | |
|---|---|---|
| Balance on 1 January | 1,147,319 | 1,259,837 |
| Drawdowns | 31,835 | 30,043 |
| Redemptions | - 118,723 |
- 136,382 |
| Exchange-rate differences | - 828 |
1,077 |
| Balance on 30 September | 1,059,603 | 1,154,575 |
| Redemption requirement long-term debts up to 1 year | 143,552 | 306,644 |
| Balance on 30 September | 916,051 | 847,931 |
Remaining maturities of the loans at 30 September 2013 was as follows:
| Fixed interest | Variable interest | Total | |
|---|---|---|---|
| Up to 1 year | 28,263 | 115,289 | 143,552 |
| From 1 to 2 years | - | 43,177 | 40 43,177 |
| From 2 to 5 years | 216,034 | 648,118 | 864,151 |
| From 5 to 10 years | - | 8,722 | 8,722 |
| More than 10 years | - | - | - |
| Total loans | 244,297 | 815,306 | 1,059,603 |
The interest-bearing debts are predominantly loans from banks and a €75 million Belgian bond with an average remaining maturity of 2.6 years. The weighted average interest on outstanding mortgages and interest-rate swaps at 30 September 2013 was 5.3% per annum including margin. The interest coverage ratio amounted to 2.1 as at 30 September 2013.
As collateral for the loans and the current account facilities at the banks, mortgages are registered on real estate with a value of €1,279.6 million, together with a possessory lien on the rental income in some cases.
At fair value valued Financial derivatives
The table below analyses 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 of partially on not (external) observable information.
Level 2 apply to all derivative financial instruments; the counterparty uses a 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-couter derivative financial instruments are based on broker quotes. These quotes are tested for reasonableness by discounting expected future cash flows using 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 if the Group entity and counterparty when appropriate.
| Number of contracts |
Nominal | Positive market value |
Negative market value |
|
|---|---|---|---|---|
| Up to 1 year | 6 | 65,000 | - | 1,561 |
| From 1 to 5 years | 34 | 649,704 | - | 44,126 |
| From 5 to 10 years | 4 | 99,300 | - | 12,489 |
| Total swaps | 44 | 814,004 | - | 58,176 |
| Total derivatives | ||||
| index loans | 2 | 54,000 | 429 | - |
| Total derivatives | 46 | 868,004 | 429 | 58,176 41 |
The derivative financial instruments have the following maturities:
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 2.14% to 4.61% and with maturity dates between 2014 and 2022. The market value of the financial derivatives amounted to €57.7 million as at 30 September 2013.
The weighted average remaining maturity of the financial derivatives is 3.2 years. NSI is hedged at a weighted interest rate of 3.1%, excluding margin. 6.7% of the current loans and credit facilities are subject to variable interest and are therefore not hedged.
Deferred tax liabilities are recognized at nominal value for the corporate income tax payable in future periods that arise because of the differences between market value and value for tax purposes of the properties in Switzerland.
NSI sold and transferred the office property Pérolles 2000 in Fribourg (Switzerland) on 4 October 2013. The sales price amounted to CHF9.7 million.
D.S.M. van Dongen, CFO H.J. van den Bosch
J. Buijs, CEO H.W. Breukink, chairman G.L.B. de Greef
The Netherlands Authority for the Financial Markets granted a licence to NSI N.V. on 13 July 2006. A copy of this license can be obtained at the company's office as well as via its website: www.nsi.nl
The members of NSI's Supervisory Board and Management Board have no personal interests in any of the investments made by NSI. Furthermore, they never had any such interest at any time during the period under review. The company is not aware of any property transactions during the period under review with any people or organisations that could be considered to have a direct relationship with the company.
In accordance with the Financial Supervision Act, the Netherlands Authority for the Financial Markets received a notification of a shareholder with an interest of more than 5% in the company. According to the most recent notification, this interest was as follows: Habas Investments (1960) Ltd. and it subsidiaries (20.5%). The date of the notification mentioned above was 18 December 2012.
The Management Board states that, as far as they are aware:
As described in detail in the annual report 2012, NSIs business is exposed to certain risks. NSI considers the credit risk, liquidity risk, interest risk and currency risks as financial risks.
Due to a higher awareness of financing partners in relation to real estate related risks, in combination with the overall economic situation and changing regulations (Basel III/ Solvency II), NSI notes a general decreased availability of real estate financing in the market. Processes of refinancing take significantly longer to complete. Margins and bank costs have been rising substantially since the beginning of the crisis as a result of aforementioned trends. However, NSI refinanced more than €850 million of its Dutch outstanding debt over the last six quarters. The process regarding refinancing debt that is due to mature in 2014 (approx. €100 million) has started.
Loan covenants tend to become more restrictive and are more intensively monitored for the effects of real estate valuations, property sales and developments in vacancy rates.
Negative revaluations lead to a lower solvency and a higher LtV. By doing additional repayments, the loan covenants can be met. Additional repayments may result in pressure on the liquidity of the company. Through adjustment of the dividend policy and selling off real estate this can be managed. Selling off real estate and the related net rental income, in combination with increasing financing costs, lead to pressure on the interest ratio.
The intended equity issue will strengthen the solvency and liquidity position, lowers the LtV as a result of reducing debt, which lead to lower financing costs and an improved interest ratio.
44
Market risks Market risks include changes in the economic environment and availability of funding in the credit markets, which is partially related to the euro crises, which may effect both the letting prospects as well as the market value of the properties. Market circumstances led to high negative revaluations of real estate in the preceding periods and it is uncertain when this will change.
Our risks are being monitored on a continuous basis.
Hoofddorp, 8 November 2013
J. Buijs, CEO D.S.M. van Dongen, CFO
To the General Meeting of shareholders of NSI N.V.
We have reviewed the accompanying, on page 17 to page 30, condensed consolidated interim financial information as at 30 September 2013 of NSI N.V., Hoofddorp (statutory seat Hoorn), which comprises the consolidated statement of financial position as at 30 September 2013, the consolidated statement of comprehensive income for the period of 3 months and 9 months ended 30 September 2013, the consolidated statement of movements in shareholders' equity and the consolidated cash flow statement for the period of 9 months ended 30 September 2013 and the notes. Management of the Company 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.
We conducted our review in accordance with Dutch law including standard 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity'. 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.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information as at 30 September 2013 is not prepared, in all material respects, in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union.
Amstelveen, 8 November 2013 KPMG Accountants N.V.
H.D. Grönloh RA
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