Interim / Quarterly Report • Aug 9, 2013
Interim / Quarterly Report
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"The results for the 1st half-year show our operational strength in a market that persistently remains challenging. Foremost, we have improved occupancy for the 3rd quarter in succession.
We have also continued the disposal of properties that are non-core assets or that have reached their optimal value under our management. Despite the fact that activity remains low in the transaction market too, we have been successful there, with a total sales volume of €86 million in the 1st half of 2013, over and above the €101 million realised in 2012. The downside is that this also means that we lose the related rental income and as a result of which we have adjusted our outlook for 2013.
We have also successfully refinanced the largest credit facility of €260 million in June. In the past six quarters, we have refinanced more than 90% (€790 million) of our outstanding Dutch debt. This is a strong sign of the confidence of our financing partners.
In the office market, we continue to outperform the market in terms of new leases and are succeeding in mitigating the pressure on market leases with new letting concepts. In July, for example, we opened our second HNK office in Hoofddorp. In the retail portfolio, we retained the occupancy level, supported by the strong representation of supermarkets in our portfolio, but we are seeing an increase in pressure, particularly in the large-scale retail segment.
Another development which continued was the negative revaluations, which we saw at persistent high levels in the 1st two quarters in 2013, totaling an amount of - €80 million. The uncertainty regarding the future development of valuations puts more emphasis on our commitment and efforts to improve our balance sheet, as also shown by the high level of asset sales realized in the 1st half year.
Nevertheless, in the real estate market of today, it all comes down to the strength of your operational leasing platform; NSI has a strong foundation on which we have built for years, based on our vision of a fully equipped active asset management, with all operational competences in-house. With our new COO Mark Siezen on board, we will pursue our aim of operational excellence even further."
| HY 2013 | HY 2012 | 2012 | |
|---|---|---|---|
| Results (x €1,000) | |||
| Gross rental income | 73,612 | 81,349 | 160,545 |
| Net rental income | 62,466 | 69,501 | 137,334 |
| Direct investment result | 25,471 | 32,570 | 63,405 |
| Indirect investment result | - 68,721 |
- 78,305 |
- 166,522 |
| Result after tax | - 43,250 |
- 45,735 |
- 103,117 |
| Occupancy rate (in %) | 81.5 | 81.8 | 81.1 |
| Loan-to-value (debts to credit | |||
| institutions/real estate investments in %) | 58.9 | 56.4 | 58.2 |
| Issued share capital | |||
| Ordinary shares with a nominal value of €0.46 during period under review |
68,201,841 | 65,964,770 | 68,201,841 |
| Average number of outstanding ordinary | |||
| shares during period under review | 68,201,841 | 61,956,195 | 64,288,818 |
| Data per average outstanding ordinary | |||
| share (x €1) | |||
| Direct investment result | 0.37 | 0.53 | 0.99 |
| Indirect investment result | - 1.00 |
- 1.27 |
- 2.59 |
| Total investment result | - 0.63 |
- 0.74 |
- 1.60 |
| Data per share (x €1) | |||
| (Interim) dividend | 0.19 | 0.51 | 0.86 |
| Net asset value | 8.93 | 11.26 | 9.78 |
| Net asset value according to EPRA | 9.85 | 12.38 | 10.95 |
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The macro-economic indicators are pointing towards negative economic growth in the Netherlands in 2013, while a modest recovery is expected in the 2nd half of the year (source: CPB Netherlands Bureau for Economic Policy Analysis). In this environment, the distinctive and operationally strong approach of NSIs remains, even more, crucial.
In the 2nd half of 2013, NSI will specifically focus on:
• Further professionalization of the organisation, amongst others by appointing a COO (Chief Operating Officer). Mark Siezen has joined NSI as per 1 July 2013.
• NSI will continue its disposal strategy of non-core assets and assets of which the value potential under NSI's management has been optimised. The sale of the last Swiss asset is in progress. Proceeds of asset sales will be used to strengthen the balance sheet. In the 1st half of 2013, NSI has sold assets for a total of €86 million.
• NSI refinanced virtually all debt initially maturing in 2013 and is largely covered for the in 2014 maturing debt. NSI has started the refinancing process regarding the remaining debt maturing in 2014 (approx. €100 million).
NSI is highly committed to reduce its LtV to below 55%. However, the 1st two quarters of 2013 showed continued high levels of negative property revaluations, which resulted in an increase in LtV to 58.9% as at 30 June 2013. The uncertainty regarding future property valuations puts more emphasis on our commitment and efforts to bring back the LtV below 55%, as also shown by the level of asset disposals realized in the 1st half of 2013 (€86 million).
• The shareholding of NSI in Intervest Offices & Warehouses has been diluted from 54.8% to 54.0% since NSI opted for dividend in cash while 20.6% of the dividend has been distributed in shares.
NSI aims to further improve the occupancy rate in the 2nd half of 2013. Furthermore, NSI has continued the disposal of assets in 2013. The effect of the annualized gross rental income of assets disposed in 2013 (as per 30 June) amounts to €6.7 million and €6.7 million for assets sold in 2012. In addition to the (anticipated) higher financing costs, NSI refinanced a credit facility in 2013 which would have matured in 2014.
Primarily due to the effects of the sale of assets and the refinancing, NSI expects a direct result for the full year 2013 in the range of €46 to €48 million.
The total investment result, consisting of the balance of the direct and the indirect investment result, amounted to -€43.3 million (1st half-year 2012: -€ 45.7 million) in the 1st half-year of 2013.
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 €25.5 million (HY 2012: €32.6 million) in the 1st half-year of 2013. The direct investment result in the 2nd quarter of 2013 decreased to €12.1 million, compared with €13.4 million in the 1st quarter of 2013, mainly as a result of disposals, increased financing costs (€0.4 million) and slight dilution of NSI's share in Intervest Offices & Warehouses (€0.2 million).
Gross rental income amounted to €73.6 million (HY 2012: € 81.3 million). In the 2nd quarter, gross rental income was €36.5 million, compared with €37.1 million in the 1st quarter of 2013, mainly as a result of disposals(€ 4.8 million on annual basis). In the 2nd quarter, disposals of two office buildings (Herengracht and Leidsegracht in Amsterdam), 1 industrial property (Cessnalaan at Schiphol), the Swiss HertiZentrum shopping mall and an industrial property in Belgium (Kortenberg) were completed.
The occupancy rate of the total portfolio increased to 81.5% as at 30 June 2013, compared to 81.3% as at 31 March 2013 (year-end 2012: 81.1%). The occupancy in the Dutch office portfolio improved for the 3rd quarter in succession, from 72.1% as at 30 March 2013 to 72.8% as at 30 June 2013. The occupancy level of the retail portfolio remained stable at 92.0%.
The table below shows movements in occupancy in square meters. In addition to the occupancy in square meters, NSI reports the financial occupancy rate, which improved from 72.1% as at 31 March 2013 to 72.8% as at 30 June 2013.
| Leased1 January 2013 | Leased in period | Vacated in period Portfolio 30 June 2013 |
Leased per 30 June 2013 | |||
|---|---|---|---|---|---|---|
| sqm | % | sqm | sqm | sqm | sqm | % |
| 434,277 | 68,2% | 14,055 | 18,234 | 604,020 | 425,786 | 70,5% |
'Leased in period' (see table) are leases that commenced in the 1st half-year of 2013.
Take-up (new leases) concerns contracts signed during the period under review. NSI signed for 3,314 sqm of new leases (take-up) in the Dutch office portfolio in the 2nd quarter and 13,326 sqm in the 1st half-year of 2013, which represents about 2.7% of the total take-up in the Dutch office market. The NSI portfolio represents 1.2% of the total Dutch office market, showing that NSI continues to outperform the market average for take-up.
As per 1 August 2013, NSI has leased its own former office on the Kruisweg in Hoofddorp to BuyItDirect.com. This shows that, with the right knowledge and expertise, NSI is able to create attractive premises for its clients.
The NSI head office relocated in mid-July to the new HNK building in Hoofddorp. The HNK building on the Antareslaan in Hoofddorp is the 2nd HNK establishment in the NSI portfolio.
The 3rd HNK building (some 3,000 sqm) will open in Utrecht in the autumn of 2013. NSI won with HNK the Springwrq award for the most innovative leasing concept. NSI has already pre-let 22% of this new location.
Furthermore, NSI continues its focus on (proactively) renewing contracts. The proactive approach and continuous dialogue with tenants create a more balanced negotiation momentum and a well spread expiration calendar.
In the remaining months of 2013, 6% of the contracts could expire.
NSI realised lease renewals for 41,867 sqm in the 1 st half-year of 2013.
Retention:
| Expiry sqm Q2 2013 | Renewed sqm | Retention |
|---|---|---|
| 58,977 | 41,867 | 71% |
The retention rate amounted to 71% in the 2nd quarter of 2013, reflecting NSI's ability to continue to meet tenants' needs
Despite the slight occupancy improvement, the like-for-like rental growth was slightly negative. The effective rent level of new leases in the office portfolio, taking incentives into account, amounted to €135 per sqm in the past 12 months (€142 per sqm in the 2 nd quarter). The effective rent level for the overall portfolio amounted to €145 per sqm as at 30 June 2013 (31 March 2013: €146 per sqm). The average lease duration of the portfolio was 3.8 years as per 30 June 2013.
The financial occupancy of the retail portfolio remained stable at 92.0% compared with the 1st quarter of 2013.
Pressure on the retail sector increased further in the 1st half year, as a result of generally low consumer spending. NSI benefits from a balanced mix of tenants and sectors. The retail portfolio is characterised by a good mix, with supermarkets accounting for a share of about 24%. Supermarkets are traditionally less sensitive to economic conditions, as the 1st half of 2013 showed.
NSI also aims for a good ratio of national chains to local businesses in its shopping centres. While chains are important for attracting the public, local business provide for distinctive capacity. Many retail chains are reviewing their branch policy. The dynamic that this creates offers opportunities for NSI's shopping malls.
Pressure through low consumer spending has also increased in the large-scale retail trade (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.
The table below shows the development of occupancy in square meters.
| Leased per 30 June 2013 | Portfolio | Vacated in period | Leased in | Leased per 1 January | |
|---|---|---|---|---|---|
| 30 June 2013 | period | 2013 | |||
| Sqm % |
Sqm | Sqm | Sqm | % | Sqm |
| 256,692 90.1% |
284,761 | 13,422 | 5,490 | 93.0% | 271,953 |
| Retention | Renewed sqm | Expiry sqm Q1 2013 | |||
| 72% | 19,190 | 26,598 |
Take-up consisted of a number of smaller transactions, which amounted to 4,029 sqm in the 1st half-year of 2013.
Furthermore, Bricksworld Megastore signed a leasing agreement to open the largest LEGO shop (690 sqm)of Europe in shopping centre 't Loon.
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This unit will be located on the 1st floor, next to C&A and BCC, which will create a strong offering to support a solid footfall. The construction activities of 't Loon has started recently, after the required permits were granted.
Renewals included contracts with a number of supermarkets and various national chains, including Plus supermarket in the Esch shopping centre in Rotterdam and Lidl in the Zevenkampse ring shopping centre in Rotterdam.
The like-for- like rental growth in the retail portfolio was stable.
The effective rent level for the entire retail portfolio amounted to € 155 per sqm in the 2nd quarter of 2013(Q1 2013: € 152 per sqm). The average lease duration of the retail portfolio was 3.7 years as at 30 June 2013.
The occupancy of the Belgian portfolio remained stable overall at 85.3%. The logistics portfolio, in particular, continues to perform strongly. In the office portfolio, there is an active pipeline but occupancy is under pressure due to the difficult Belgian office market.
The average lease duration in the Belgian portfolio as at 30 June 2013 was 4.2 years for the office portfolio and 3.8 years for the logistics portfolio.
| x €1,000 | ||
|---|---|---|
| Q2 2013 | Q2 2012 | |
| The Netherlands | ||
| Gross rental income | 52,560 | 57,046 |
| Net rental income | 42,011 | 46,663 |
| Switzerland | ||
| Gross rental income | 1,018 | 3,787 |
| Net rental income | 859 | 2,697 |
| Belgium | ||
| Gross rental income | 20,034 | 20,516 |
| Net rental income | 19,596 | 20,141 |
Gross rental income by segment in the Netherlands, Switzerland and Belgium:
| x €1,000 | HY 2012 | Purchases | Disposals | Organic growth | HY 2013 | ||
|---|---|---|---|---|---|---|---|
| the Netherlands | |||||||
| Offices | 32,395 | - | - | 773 | - | 2,516 | 29,106 |
| Retail | 20,238 | - | - | 724 | 412 | 19,926 | |
| Industrial | 4,075 | - | - | 98 | - | 596 | 3,381 |
| Residential | 338 | - | - | 161 | - | 30 | 147 |
| Total | 57,046 | - | - | 1,756 | - | 2,730 | 52,560 |
| Switzerland | |||||||
| Offices | 1,529 | - | - | 1,269 | - | 58 | 202 |
| Retail | 2,258 | - | - | 1,417 | - | 25 | 816 |
| Total | 3,787 | - | - | 2,686 | - | 83 | 1,018 |
| Belgium | |||||||
| Offices | 13,190 | - | - | - | 686 | 12,504 | |
| Industrial | 7,326 | - | - | 271 | 475 | 7,530 | |
| Total | 20,516 | - | - | 271 | - | 211 | 20,034 |
| Total NSI | 81,349 | - | - | 4,713 | - | 3,024 | 73,612 |
Gross rental income by segment in the Netherlands, Switzerland and Belgium:
| x €1,000 | Q1 2013 | Purchases | Disposals | Organic growth | Q2 2013 | ||
|---|---|---|---|---|---|---|---|
| the Netherlands | |||||||
| Offices | 14,598 | - | - | 36 | - | 54 | 14,508 |
| Retail | 10,017 | - | - | 125 | 17 | 9,909 | |
| Industrial | 1,719 | - | - | 16 | - | 41 | 1,662 |
| Residential | 88 | - | - | 15 | - | 14 | 59 |
| Total | 26,422 | - | - | 192 | - | 92 | 26,138 |
| Switzerland | |||||||
| Offices | 102 | - | - | 2 | 100 | ||
| Retail | 498 | - | - | 176 | - | 4 | 318 |
| Total | 600 | - | - | 176 | - | 6 | 418 |
| Belgium | |||||||
| Offices | 6,266 | - | - | - | 28 | 6,238 | |
| Industrial | 3,787 | - | - | 328 | 284 | 3,743 | |
| Total | 10,053 | - | - | 328 | 256 | 9,981 | |
| Total NSI | 37,075 | - | - | 696 | 158 | 36,537 |
NSI continues its focus on cost discipline. Operating costs amounted to €8.8 million in the 1st half year of 2013 (HY 2012: €9.3 million). Operating expenses increased slightly in the 2nd quarter (€4.5 million) in comparison with the 1st quarter (€4.2 million), as letting costs were lower in the 1st quarter (€0.4 million), due to one-off compensation fees. NSI also saw its provision for bad debts increase (€0.4 million).
Administrative costs slightly decreased to €3.1 million in the 1st half of 2013 (HY 2012: €3.2 million).
Financing costs increased in the 1st half year to €28.3 million in comparison with €27.8 million in the 1st half of 2012, due to higher margins and financing costs, partially offset by lower Euribor rates, hedging costs and a reduction in outstanding loans . On a quarterly basis, financing costs increased from €14.0 million in the 1st quarter to €14.3 in the 2nd quarter, through the contracting of a new financing agreement.
The indirect investment result for the 1st half-year of 2013 amounted to €68.7 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 (-€80.0 million) and the interest hedging instruments (€17.9 million).
The realised revaluations include the result on sales (-€0.8 million) of 10 sold properties. In the Netherlands, two office properties were sold in the second quarter (Herengracht and Leidsegracht in Amsterdam) and one industrial property (Cessnalaan at Schiphol). In addition, in Belgium a plot of land was sold and the 'Guldenelle' logistical property in Kortenberg was transferred at the end of May. In Switzerland, the HertiZentrum shopping mall was sold.
In the Netherlands, two shopping malls were sold in the 1st quarter (Mereveldplein in De Meern and Rozemarijndonk in Spijkenisse), two office properties (Oudezijds Voorburgwal in Amsterdam and Parklaan in Eindhoven) and an industrial property (Archimedesbaan in Nieuwegein). On average, the properties were sold 1% below book value.
The negative value of derivatives decreased on balance due to 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 downward revaluation of the Dutch real estate portfolio amounted to €83.6 million in 1st half-year (HY 2012: -€54.6 million). The downward revaluation in the second quarter of the Dutch portfolio amounted to €43.0 million ( 1st quarter of 2013:- €40.7 million). The valuation of the Dutch office portfolio decreased by €29.4 million in the second quarter ( 1st quarter: €33.3 million). Although occupancy rates improved slightly, pressure on market rents increased and yields also remained under pressure due to lack of market reference through continuing low transaction volumes. The downward revaluation of the retail portfolio was €11.7 million in the second quarter ( 1st quarter: - €5.3 million). In the retail portfolio, too, yields and market rents are under pressure. In the Belgian portfolio, a downward revaluation in the office portfolio (€14.7 million) was offset by a positive revaluation in the logistics portfolio (€20.2 million).
| Q2 2013 | Q1 2013 | Q4 2012 | Q3 2012 | Q2 2012 | Q1 2012 | 2011* | 2010* | 2009* | 2008* | |
|---|---|---|---|---|---|---|---|---|---|---|
| Offices | -29,394 | - 33,313 | - 23,264 |
- 32,583 | -25,434 | -20,809 | - 31,400 | - 21,435 | - 37,875 | -44,871 |
| Retail | - 11,716 | - 5,296 | - 6,752 |
- 2,893 |
- 3,951 |
- 2,828 | - 622 |
- 1,179 |
- 7,920 | 7,770 |
| Industrial | - 1,865 | - 1,980 | - 2,467 |
- 2,145 |
- 1,285 |
- 197 |
- 1,351 |
- 2,416 | - 5,504 | - 4,367 |
| Residential | - | - 85 |
- | - 25 |
- 125 |
- 5 |
135 | - 1,747 |
44 | - 248 |
| Total | -42,975 | -40,674 | - 32,483 |
- 37,646 | -30,795 | - 23,839 | - 33,238 | - 26,777 | - 51,255 | - 41,716 |
| 10 |
*) In accordance with IFRS the figures prior to the merger with VNOI (over the period 2008- 1st three quarters of 2011) have not been amended and represent only NSI. As of the 4th quarter of 2011 all results of NSI and VNOI are fully consolidated.
| Q2 2013 | Q1 2013 | Q4 2012 | Q3 2012 | Q2 2012 | Q1 2012 | 2011 | |
|---|---|---|---|---|---|---|---|
| Offices | - 14,730 |
- 1,913 |
- 15,891 |
- 2,847 |
- 3,587 |
426 | 2,555 |
| Industrial | 20,240 | 198 | 2,420 | 2,529 | 1,872 | 1,125 | - 6,126 |
| Total | 5,510 | - 1,715 |
- 13,471 |
- 318 |
- 1,715 |
1,551 | - 3,571 |
| Q2 2013 | Q1 2013 | Q4 2012 | Q3 2012 | Q2 2012 | Q1 2012 | 2011 | |
|---|---|---|---|---|---|---|---|
| Offices | - 15 |
- 22 |
- 161 |
3 | - 265 |
- 2.559 |
208 |
| Retail | - 105 |
- | - 1,782 |
6 | - 1.011 |
- 1.734 |
- 1.152 |
| Total | - 120 |
- 22 |
- 1,943 |
9 | - 1.276 |
- 4.293 |
- 944 |
| gross yield* 3-06-2013 |
net yield** 30-06-2013 |
gross yield* 31-12-2012 |
net yield** 31-12-2012 |
|
|---|---|---|---|---|
| Offices | 10.6 | 8.8 | 10.3 | 8.6 |
| Retail | 8.1 | 6.9 | 7.8 | 6.7 |
| Industrial | 8.6 | 7.7 | 9.1 | 8.3 |
| Residential | 8.0 | 7.8 | 7.2 | 6.8 |
| Total | 9.6 | 8.1 | 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* 30-06-2013 |
net yield** 30-06-2013 |
gross yield* 31-12-2012 |
net yield** 31-12-2012 |
|
|---|---|---|---|---|
| The Netherlands | 9.9 | 8.4 | 9.6 | 8.3 |
| Switzerland | 5.9 | 5.0 | 7.3 | 5.3 |
| Belgium | 8.8 | 8.6 | 9.0 | 8.7 |
| Total | 9.6 | 8.1 | 9.4 | 8.0 |
The value of the real estate investments amounted to €1,948.6 million on 30 June 2013 (31 March 2013: €2,039.7 million, year-end 2012: € 2.106,1 million). This is the result of the balance of investments, disposals and revaluations.
The loan-to-value increased to 58.9% at 30 June 2013 (31 March 2013: 58.0%, year end 2012: 58.2%). NSI is highly committed to reducing its LtV (loan-to-value) to below 55% and will actively continue to work on reducing its LtV further by disposing of assets that do not strategically fit within the portfolio.
In the 1st half-year of 2013, NSI repaid debt of €77 million, in line with the aim to reduce the debt exposure. Debts to credit institutions amounted to €1,148.6 million as per 30 June 2013 (31 March 2013: €1,183.2 million, year-end 2012: €1,226.4 million). In June, NSI fully refinanced the largest credit facility of €260 million. The syndicated loan was originally due to mature in 2013 and 2014 and represented the largest share of the debt due to mature in these years. The new loan runs until July 2017, extending the average term of the overall portfolio (2.6 years as per 30 June 2013). NSI has all but covered the refinancing of the debt due to mature in 2013 and has largely covered that due to mature in 2014. NSI has started the refinancing process regarding the remaining debt maturing in 2014 (€ 100 million).
NSI's equity decreased to €735.4 million in the 1st half year of 2013 (31 March 2013: €771.8 million, year-end 2012: €789.8 million), mainly as the result of the negative total investment result of €43.3 million.
The number of outstanding shares remained unchanged in the 1st half of 2013. The net asset value (including deferred tax and the market value of the derivatives) amounted to €8.93 per share on 30 June 2013 (31 March 2013: €9.47, 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 €9.85 per share on 30 June 2013 (31 March 2013: €10.52, year-end 2012: €10.95).
The funding available to the company under the committed credit facilities as at 30 June 2013 amounted to €52.4 million (31 March 2013: €84.0 million, year-end 2012: €71.3 million).
The average remaining maturity of the loans increased from 2.3 years as per 31 March 2013 (year-end 2012: 2.3 years) to 2.6 years. The variable interest part or the mortgaged loans increased from 3.1% (31 March 2013) to 9.9% as per 30 June 2013.
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. 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.
Average costs of debt funding increased from 5.0% as at 31 March 2013 (year-end 2012: 4.8%) to (including margin) 5.2% on 30 June 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 2.2 as per 30 June 2013.
The AGM adopted the new dividend policy in April 2013. This dividend policy is geared at funding regular capital requirements from funds of operations. According to the dividend policy, 85%-100% of the direct result will be distributed as dividend on a quarterly basis. Furthermore, to safeguard the necessary funds to invest, the dividend policy has been linked to the LtV performance of the company. This means that:
The dividend pay-out in relation to LtV will be determined on a quarterly basis.
Assuming all other variables unchanged, a change in valuation of the real estate portfolio of €30 million has an impact of approx. 1% on the LtV.
The dividend for the 1st half-year of 2013 amounts to €0.19 per share in cash, which reflects a pay-out of 50% of the direct result, in accordance with the defined pay-out at the current LtV level (58.8%). Of this, €0.10 per share has already been paid out as an interim dividend for the 1st quarter. The distribution of €0.09 per share as an interim dividend for the 2nd quarter will be made payable on 3 September 2013.
The value of the real estate portfolio decreased in the 1st half-year of 2013 by €157.5 million to €1,948.6 million as at 30 June 2013 (year-end 2012: €2,106.1 million, 31 March 2013: €2,039.7 million). This diminution is the result of revaluations (-€ 80.0 million), sales (€84.2 million), investments (€6.9million) and exchange rate differences (-€0.2 million).
Sold properties in the 1st half-year of 2013 in the Netherlands were:
In the second quarter, two office buildings were sold in the Netherlands (Herengracht and Leidsegracht in Amsterdam) and 1 industrial property (Cessnalaan at Schiphol). A plot of land was also sold in Belgium and the 'Guldendelle' logistics building in Kortenberg was delivered at the end of May. In Switzerland, the HertiZentrum shopping mall was sold.
In the 1st quarter, two shopping malls (Mereveldplein in De Meern and Rozemarijndonk in Spijkenisse), 2 office buildings (Oudezijds Voorburgwal Amsterdam and Parklaan in Eindhoven) and 1 commercial property (Archimedesbaan in Nieuwegein) were sold in the Netherlands.
On average, the properties were sold at 1% below the book value.
NSI continues its efforts to divest non-strategic assets.
NSI sold shopping centre De Esch (1,888 sqm) in Rotterdam in July 2013.
in % x €1,000 Sector spread Offices 56 1,091,727 Retail 28 535,507 Industrial 16 317,152 Residential - 4,240 Total real estate investments 100 1,948,626 Geographical spread The Netherlands 70 1,358,754 Switzerland - 7,886 Belgium 30 581,986 Total real estate investments 100 1,948,626
As at 30 June 2013, the portfolio consisted of 48 residential units and 257 commercial properties, spread across:
The occupancy rate of the entire portfolio as at 30 June 2013 rose to 81.5% (31 March 2013: 81.3%, year-end 2012: 81.1%). Occupancy levels as at 30 June 2013 per sector were: 75.3% in offices, 91.0% in industrial premises and 92.0% in retail. Occupancy levels per country were: 80.0% in the Netherlands, 86.2% in Switzerland and 85.3% in Belgium.
The occupancy rate of the retail portfolio remained stable, at 92.0% as at 30 June 2013.
The occupancy rate in the offices portfolio improved slightly from 75.1% as at 31 March 2013 to 75.3%, as the occupancy rate of the Dutch offices portfolio improved for the 3rd successive quarter, from 72.1% as at 31 March 2013 to 72.8% as at 30 June 2013. The occupancy rate of the Belgian offices portfolio fell from 83.2% as at 31 March 2013 to 81.3% as at 30 June 2013.
The occupancy rate in the total logistics portfolio increased to 91.0% as at 30 June 2013 (31 March 2013: 89.7%), due to an improvement in occupancy in the Belgian logistics portfolio.
(x €1,000)
| The Netherlands | Switzerland | Belgium | Total | |
|---|---|---|---|---|
| Offices | 82,208 | 464 | 33,086 | 115,758 |
| Retail | 43,116 | - | - | 43,116 |
| Industrial | 9,091 | - | 18,130 | 27,221 |
| Residential | 338 | - | - | 338 |
| Total | 134,753 | 464 | 51,216 | 186,433 |
The annualized contractual rental income from the property portfolio as at 30 June 2013 amounted to €151.9 million (30 June 2012: €161.7 million, 31 March 2013: €157.0 million).
| 30-06-2013 | 31-03-2013 | 30-06-2012 | 2012 | |
|---|---|---|---|---|
| Results (x €1,000) | ||||
| Gross rental income | 73,612 | 37,075 | 81,349 | 160,545 |
| Net rental income | 62,466 | 31,692 | 69,501 | 137,334 |
| Direct investment result | 25,471 | 13,415 | 32,570 | 63,405 |
| Indirect investment result | - 68,721 |
- 34,573 |
78,305 | - 166,522 |
| Result after tax | - 43,250 |
- 21,158 |
45,735 | - 103,117 |
| Occupancy rate (in %) | 81.5 | 81.3 | 81.8 | 81.1 |
| Balance sheet data (x €1,000) | ||||
| Real estate investments | 1,948,626 | 2,039,746 | 2,188,816 | 2,106,091 |
| Shareholders' equity | 735,400 | 771,779 | 867,120 | 789,788 |
| Shareholders' equity attributable to NSI | ||||
| shareholders | 609,269 | 645,679 | 742,770 | 666,850 |
| Net debts to credit institutions | ||||
| (excluding other investments) | 1,148,577 | 1,183,219 | 1,233,736 | 1,226,432 |
| Loan-to-value (debts to credit institutions/ | ||||
| real estate investments in %) | 58.9 | 58.0 | 56.4 | 15 58.2 |
| Issued share capital (in shares) | ||||
| Ordinary shares with a nominal value of | ||||
| €0.46 during period under review | 68,201,841 | 68,201,841 | 65,964,770 | 68,201,841 |
| Average number of outstanding ordinary | ||||
| shares during period under review | 68,201,841 | 68,201,841 | 61,956,195 | 64,288,818 |
| Data per average outstanding ordinary share | ||||
| (x €1) | ||||
| Direct investment result | 0.37 | 0.20 | 0.53 | 0.99 |
| Indirect investment result | - 1.00 |
- 0.51 |
- 1.27 |
- 2.59 |
| Total investment result | - 0.63 |
- 0.31 |
- 0.74 |
- 1.60 |
| Data per share (x €1) | ||||
| (Interim-) dividend | 0.19 | 0.10 | 0.51 | 0.86 |
| Net asset value | 8.93 | 9.47 | 11.26 | 9.78 |
| Net asset value according to EPRA | 9.85 | 10.52 | 12.38 | 10.95 |
| Average stock-exchange turnover | ||||
| (shares per day, without double counting) | 187,169 | 198,971 | 105,463 | 92,580 |
| High price Low price |
7.00 4.86 |
7.00 5.00 |
9.70 5.95 |
9.70 5.95 |
| Closing price | 4.92 | 7.00 | 6.72 | 6.08 |
| HY 2013 | HY 2012 | e 2 |
quarter 2013 | e 2 |
quarter 2012 | |||
|---|---|---|---|---|---|---|---|---|
| Gross rental income | 73,612 | 81,349 | 36,537 | 39,850 | ||||
| Service costs not recharged to tenants | - | 2,364 | - | 2,587 | - | 1,228 | - | 1,105 |
| Operating costs | - | 8,782 | - | 9,261 | - | 4,535 | - | 4,323 |
| Net rental income | 62,466 | 69,501 | 30,744 | 34,422 | ||||
| Financing income | 156 | 52 | 48 | 24 | ||||
| Financing costs | - | 28,340 | - | 27,787 | - | 14,373 | - | 13,780 |
| Administrative costs | - | 3,087 | - | 3,153 | - | 1,562 | - | 1,337 |
| Direct investment result before tax | 31,195 | 38,613 | 14,887 | 19,329 | ||||
| Corporate income tax | - | 66 | - | 226 | - | 49 | - | 146 |
| Direct investment result after tax | 31,129 | 38,387 | 14,838 | 19,183 | ||||
| Direct investment results attributable to | ||||||||
| non-controlling interest | - | 5,658 | - | 5,817 | - | 2,782 | - | 2,794 |
| Direct investment result | 25,471 | 32,570 | 12,056 | 16,389 | ||||
| - | 33,786 | |||||||
| Revaluation of real estate investments | - | 79,996 | - | 60,367 | - | 37,585 | 202 | |
| Elimination of rental incentives | 863 | - | 91 | 816 | - | 202 | ||
| Net result on sales of real estate | - | 813 | - | *7,801 | - | 1,174 | - | 7,801 |
| investments | ||||||||
| Movements in market value of financial | ||||||||
| derivatives | 17,589 | - | 10,893 | 9,245 | - | 6,094 | ||
| Exchange-rate differences | - | 73 | - | 122 | - | 81 | 401 | |
| Allocated management costs | - | 1,273 | - | 1,161 | - | 637 | - | 580 |
| Indirect investment result before tax | - | 63,703 | - | 80,435 | - | 29,416 | - | 47,658 |
| Corporate income tax | - | 61 | **1,061 | - | 61 | **1,254 | ||
| Indirect investment result after tax | - | 63,764 | - | 79,374 | - | 29,477 | - | 46,404 |
| Indirect investment result attributable | ||||||||
| to non-controlling interest | - | 4,957 | 1,069 | - | 4,671 | 1,401 | ||
| Indirect investment result | - | 68,721 | - | 78,305 | - | 34,148 | - | 45,003 |
| Total investment result | - | 43,250 | - | 45,735 | - | 22,092 | - | 28,614 |
| Data per average outstanding share | ||||||||
| (x €1) | ||||||||
| Direct investment result | 0.37 | 0.53 | 0.18 | 0.26 | ||||
| Indirect investment result | - | 1.00 | - | 1.27 | - | 0.50 | - | 0.71 |
| Total investment result | - | 0.63 | - | 0.74 | - | 0,32 | - | 0.45 |
*) 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 taks liabilities in relation to the sale of Swiss assets.
30 June 2013
17
(x €1,000)
diluted result after tax
| note | HY | HY | 2e quarter | 2e quarter | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2012 | ||||||||
| Gross rental income | 73,612 | 81,349 | 36,537 | 39,850 | |||||||
| Service costs recharged to | 9,959 | 10,678 | 4,226 | 4,994 | |||||||
| tenants | |||||||||||
| Service costs in total | - 12,323 |
- 13,265 |
- 5,454 |
- 6,099 |
|||||||
| Service costs not recharged | - 2,364 |
- | 2,587 | - 1,228 |
- | 1,105 | |||||
| to tenants | |||||||||||
| Operating costs | 4 | - 8,782 |
- | 9,261 | - 4,535 |
- | 4,323 | ||||
| Net rental income | 2 | 62,466 | 69,501 | 30,774 | 34,422 | ||||||
| Revaluation of investments | - 79,133 |
- | 60,458 | - 36,769 |
- | 33,584 | |||||
| Net result on sales of | 5 | ||||||||||
| investments | - 813 |
- | 7,801 | - 1,174 |
- | 7,801 | |||||
| Total net proceeds from | |||||||||||
| investments | - 17,480 |
1,242 | - 7,169 |
- | 6,963 | ||||||
| Administrative costs | 6 | - 4,360 |
- | 4,314 | - 2,199 |
- | 1,917 | ||||
| Financing income | 156 | 52 | 48 | 24 | |||||||
| Financing costs | - 28,413 |
- 27,909 |
- 14,454 |
- 13,379 |
|||||||
| Movements in market value | |||||||||||
| of financial derivatives | 17,589 | - 10,893 |
9,245 | - 6,094 |
|||||||
| Net financing result | - 10,668 |
- | 38,750 | - 5,161 |
- | 19,449 | |||||
| Result before tax | - 32,508 |
- | 41,822 | - 14,529 |
- | 28,329 | |||||
| Corporate income tax | 13 | - 127 |
835 | - 110 |
1,108 | ||||||
| Result after tax | - 32,635 |
- | 40,987 | - 14,639 |
- | 27,221 | |||||
| Exchange-rate difference on | |||||||||||
| foreign participations | - 1 |
31 | 4 | 21 | |||||||
| Total non-realised result | - 1 |
31 | 4 | 21 | |||||||
| Total realised and non | |||||||||||
| realised result | - 32,636 |
- | 40,956 | - 14,635 |
- | 27,242 | |||||
| Result after tax attributable | |||||||||||
| to: | |||||||||||
| NSI shareholders | - 43,250 |
- | 45,735 | - 22,092 |
- | 28,614 | |||||
| Non-controlling interest | 10,615 | 4,748 | 7,453 | 1,393 | |||||||
| Result after tax | - 32,635 |
- | 40,987 | - 14,639 |
- | 27,221 | |||||
| Total realised and non | |||||||||||
| realised result attributable | |||||||||||
| to: | |||||||||||
| NSI shareholders | - 43,251 |
- | 45,704 | - 22,088 |
- | 28,635 | |||||
| Non-controlling interest | 10,615 | 4,748 | 7,453 | 1,393 | |||||||
| Total comprehensive | - 32,636 |
- | 40,956 | - 14,635 |
- | 27,242 | |||||
| income | |||||||||||
| Data per average | |||||||||||
| outstanding share (x €1) | |||||||||||
| Diluted as well as non | - 0.63 |
- | 0.74 | - 0.32 |
- | 0.45 |
Before proposed profit appropriation Q2 2013 (x €1,000)
| Note | 30-06-2013 | 31-12-2012 | 30-06-2012 | |
|---|---|---|---|---|
| Assets | ||||
| Real estate investments | 7 | 1,940,428 | 2,036,114 | 2,152,289 |
| Intangible assets | 8,464 | 8,486 | 8,495 | |
| Tangible assets | 3,821 | 3,750 | 3,928 | |
| Financial derivatives | 448 | 666 | - | |
| Total fixed assets | 1,953,161 | 2,049,016 | 2,164,712 | |
| Assets held for sale | 8 | 8,198 | 69,977 | 36,527 |
| Debtors and other accounts receivable | 9 | 27,481 | 21,915 | 22,885 |
| Cash | 14,400 | 7,007 | 27,131 | |
| Total current assets | 50,079 | 98,899 | 86,543 | |
| Total assets | 2,003,240 | 2,147,915 | 2,251,255 | |
| Shareholders' equity | ||||
| Issued share capital | 31,372 | 31,372 | 30,344 | |
| Share premium reserve | 657,912 | 657,912 | 658,966 19 |
|
| Other reserves | - 29,945 |
80,683 | 108,196 | |
| Retained earnings | - 50,070 |
- 103,117 |
- 54,736 |
|
| Total shareholders' equity attributable to | ||||
| shareholders | 609,269 | 666,850 | 742,770 | |
| Non controlling interest | 126,131 | 122,938 | 124,350 | |
| Total shareholders' equity | 10 | 735,400 | 789,788 | 867,120 |
| Liabilities | ||||
| Interest-bearing loans | 11 | 923,945 | 961,046 | 730,832 |
| Financial derivatives | 12 | 62,509 | 80,787 | 72,854 |
| Deferred tax liabilities | 13 | 156 | 164 | 635 |
| Total long-term liabilities | 986,610 | 1,041,997 | 804,321 | |
| Redemption requirement long-term liabilities | 11 | 157,961 | 186,273 | 445,743 |
| Financial derivatives | 12 | 394 | - | 432 |
| Debts to credit institutions | 81,071 | 86,119 | 84,292 | |
| Other accounts payable and deferred income | 14 | 41,804 | 43,738 | 49,347 |
| Total current liabilities | 281,230 | 316,130 | 579,814 | |
| Total liabilities | 1,267,840 | 1,358,127 | 1,384,135 | |
| Total shareholders' equity and liabilities | 2,003,240 | 2,147,915 | 2,251,255 |
20
| note | 30-06-2013 | 30-06-2012 | |||
|---|---|---|---|---|---|
| Result after tax | - 32,635 |
- 40,987 |
|||
| Adjusted for: | |||||
| Revaluation of real estate investments | 5 | 79,996 | 60,367 | ||
| Net result on sales of investments | - 813 |
7,801 | |||
| Net financing expenses | 10,688 | 38,750 | |||
| Deferred tax liabilities | 13 | - 8 |
- 1,061 |
||
| Depreciation | 349 | 231 | |||
| Cash flow from operating activities | 90,192 | 106,088 | |||
| Movements in debtors and other accounts | 9 | - 5,566 |
- 8,928 |
||
| receivable | |||||
| Movements in other liabilities, accrued expenses | |||||
| and deferred income | 1,341 | 6,031 | |||
| Financing income | 156 | 52 | |||
| Financing expenses | - 31,690 |
- 29,784 |
|||
| Cash flow from operations | 21,798 | 32,472 | |||
| Purchases of real estate and investments in | |||||
| existing properties | 7 | - 6,899 |
- 17,394 |
||
| Proceeds of sales of real estate investments | 85,027 | 83,238 | |||
| Investments in tangible fixed assets | - 401 |
- 287 |
|||
| Divestments of tangible fixed assets | 3 | 31 | |||
| Cash flow from investment activities | 77,730 | 65,588 | |||
| Dividend paid | - 21,744 |
- 25,340 |
|||
| Costs related to optional dividend | - 8 |
- 50 |
|||
| Share issue | - | 24,348 | |||
| Repurchase of own shares | - | - 502 |
|||
| Drawdown of loans | 11 | 12,571 | 30,775 | ||
| Redemption of loans | 11 | - 77,007 |
- 115,311 |
||
| Cash flow from financing activities | - 86,188 |
- 86,080 |
|||
| Net cash flow | 13,340 | 11,980 | |||
| Exchange-rate differences | - 899 |
187 | |||
| Cash and debts to credit institution as of 1 January | - 79,112 |
- 69,328 |
|||
| Cash and debts to credit institutions as of 30 June | - 66,671 |
- 57,161 |
(x €1,000)
The development of the item shareholders' equity over the 1st six months ending at 30 June 2013 was as follows:
| Issued share capital |
Share premium reserve |
Other reserves |
Retained earnings |
Total share holders' equity attributable to shareholders |
Non controlling interest |
Total share holders' equity |
||
|---|---|---|---|---|---|---|---|---|
| Balance as of 1 January 2013 | 31,372 | 657,912 | 80,683 | - | 103,117 | 666,850 | 122,938 | 789,788 |
| Result Q2 2013 | - | - | - | - | 43,250 | - 43,250 |
10,615 | - 32,635 |
| Exchange-rate differences on foreign participations |
- | - | - 1 |
- | - 1 |
- | - 1 |
|
| Total realised and non-realised results Q2 2013 |
- | - | - 1 |
- | 43,250 | - 43,251 |
10,615 | - 32,636 |
| Distributed final dividend 2012 in cash |
- | - | - 7,502 |
- | - 7,502 |
- 7,422 |
- 14,924 |
|
| Profit appropriation | - | - | - 103,117 | 103,117 | - | - | - | |
| Distributed cash interim-dividend | - | - | - | - | 6,820 | - 6,820 |
- | - 6,820 |
| 2013 | ||||||||
| Costs related to optional dividend | - | - | - 8 |
- | - 8 |
- | - 8 |
|
| Total contributions by and to shareholders |
- | - | - 110,627 | 96,297 | - 14,330 |
- 7,422 |
- 21,752 |
|
| Situation as of 30 June 2013 | 31,372 | 657,912 | 29,945 | - | 50,070 | 609,269 | 126,131 | 735,400 |
The development of the item shareholders' equity per over the 1st six months ending at 30 Juni 2012 was as follows:
| Issued share capital |
Share premium reserve |
Other reserves |
Retained earnings |
Total share holders' equity attributable to |
Non controlling interest |
Total share holders' equity |
|
|---|---|---|---|---|---|---|---|
| shareholders | |||||||
| Balance as of 1 January 2012 | 27,732 | 637,054 | 53,727 | 62,705 | 781,218 | 128,402 | 909,620 |
| Result Q1 2012 | - | - | - | - 45,735 |
- 45,735 |
4,748 | - 40,987 |
| Exchange-rate differences on foreign | |||||||
| participations | - | - | 31 | - | 31 | - | 31 |
| Total realised and non-realised results Q1 | |||||||
| 2012 | - | - | 31 | - 45,735 |
- 45,704 |
- 4,748 |
- 40,956 |
| Distributed final dividend 2011in cash | - | - 7,539 |
- | - 7,539 |
- 8,800 |
- 16,339 |
|
| Stockdividend | 685 - |
685 | - | - | - | - | - |
| costs related to optional dividend | - | 25 | - 10 |
- | - 35 |
- | - 35 |
| Profit appropriation 2011 | - | 62,705 | - 62,705 |
- | - | - | |
| Distributed cash interim-dividend 2012 | - | - | - 9,001 |
- 9,001 |
- | - 9,001 |
|
| Stock dividend | 566 - |
566 | - | - | - | - | - |
| costs related to optional dividend | - | 15 | - | - | - 15 |
- | - 15 |
| Share issue | - 1,389 | 23,677 | - 718 |
- | 24,348 | - | 24,348 |
| Repurchase of own shares | - 28- |
474 | - | - | - 502 |
- | - 502 |
| Total contributions by and to shareholders | - 2,612 | 21,912 | 54,438 | - 71,706 |
7,256 | - 8,800 |
- 1,544 |
| Situation as of 30 June 2012 | 30,344 | 658,966 | 108,196 | - 54,736 |
742,770 | 124,350 | 867,120 |
NSI N.V. is a company domiciled in The Netherlands (headquartered in Hoofddorp , statutory seat in Hoorn). These condensed consolidated interim financial statements ('interim financial statements') as at and for the six months ended 30 June 2013 comprise the Company and its subsidiaries (together referred to as the 'Group') and the Group's interests in associates and a joint venture..
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 7 August 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 to 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 IFRSs, 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).
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 recognised 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 realized and unrealized results, as the Group has insured its pension plan externally.
24
Below, a summary of the results of each of the reporting segments is included.
| Per country | The Netherlands | Switzerland | Belgium | Total | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| HY 2013 | HY 2012 | HY 2013 | HY 2012 | HY 2013 | HY 2012 | HY 2013 | HY 2012 | |||||||||
| Gross rental income | 52,560 | 57,046 | 1,018 | 3,787 | 20,034 | 20,516 | 73,612 | 81,349 | ||||||||
| Service costs not recharged to | - | 1,949 | - | 1,891 | - | - | 170 | - | 415 | - | 526 | - | 2,364 | - | 2,587 | |
| tenants | ||||||||||||||||
| Operating costs | - | 8,600 | - | 8,492 | - | 159 | - | 920 | - | 23 | 151 | - | 8,782 | - | 9,261 | |
| Net rental income | 42,011 | 46,663 | 859 | 2,697 | 19596 | 20,141 | 62,466 | 69,501 | ||||||||
| Revaluation results | - | 83,043 | - | 54,410 | - | 142 | - | 5,569 | 4,052 | - | 479 | - | 79,133 | - | 60,458 | |
| Net result on sales | - | 1,847 | - | 123 | - | 1,081 | - | 7,678 | 2,115 | - | - | 813 | - | 7,801 | ||
| Segment result | - | 42,879 | - | 7,870 | - | 364 | - | 10,550 | 25,763 | 19,662 | - | 17,480 | 1,242 | |||
| Reconciliation | ||||||||||||||||
| Administrative costs | - | 2,412 | - | 2,141 | - | 129 | - | 358 | - | 1,819 | - | 1,815 | - | 4,360 | - | 4,314 |
| Net financing costs | - | 7,243 | - | 29,939 | - | 170 | - | 1,353 | - | 3,255 | - | 7,458 | - | 10,668 | - | 38,750 |
| Result before tax | - | 52,534 | - | 39,950 | - | 663 | - | 12,261 | 20,689 | 10,389 | - | 32,508 | - | 41,822 | ||
| Corporate income tax | - | 68 | - | 5 | - | 10 | 886 | - | 49 | - | 46 | - | 127 | 835 | ||
| Result after tax | - | 52,602 | - | 39,955 | - | 673 | - | 11,375 | 20,640 | 10,343 | - | 32,635 | - | 40,987 | ||
| Non-controlling interest | - | - | - | - | - | 10,615 | - | 4,748 | - | 10,615 | - | 4,748 | ||||
| Investment income attributable | ||||||||||||||||
| to shareholders NSI | - | 52,602 | - | 39,955 | - | 673 | - | 11,375 | 10,025 | 5,595 | - | 43,250 | - | 45,735 |
| Per country | The Netherlands | Switzerland | Belgium | Total | |||||
|---|---|---|---|---|---|---|---|---|---|
| 30-06-2013 | 31-12-2012 | 30-06-2013 | 31-12-2012 | 30-06-2013 | 31-12-2012 | 30-06-2013 | 31-12-2012 | ||
| Real estate investments | 1,358,754 | 1,482,789 | 7,886 | 34,567 | 581,987 | 588,735 | 1,948,627 | 2,106,091 | |
| Other assets | 41,035 | 26,300 | 1,531 | 2,170 | 11,590 | 12,824 | 54,156 | 41,294 | |
| Non-allocated assets | - | - | - | - | - | - | 457 | 529 | |
| - | |||||||||
| Total Assets | 2,003,240 | 2,147,915 | |||||||
| Long-term liabilities | 747,109 | 720,016 | 165 | 164 | 239,346 | 259,817 | 986,610 | 1,041,997 | |
| Current liabilities | 199,885 | 216,944 | 5,823 | 26,659 | 74,422 | 62,447 | 280,130 | 306,050 | |
| Non-allocated liabilities | - | - | - | - | - | - | 100 | 80 | |
| Total liabilities | 1,266,840 | 1,356,944 | |||||||
| Purchases and investments in | 3,985 | 15,187 | 143 | 274 | 2,771 | 15,013 | 6.899 | 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 June 2013, the exchange rate for the Swiss franc was: CHF1 = €0.81050 (30 June 2012: €0.83126).
The operating costs for the properties can be specified as follows:
| HY 2013 | HY 2012 | |
|---|---|---|
| Municipal taxes | 1,844 | 2,482 |
| Insurance premiums | 380 | 379 |
| Maintenance costs | 1,865 | 1,974 |
| Contributions to owner's asscociations | 204 | 286 |
| Property management (including attributed administrative expenses) | 2,576 | 2,440 |
| Letting costs | 1,131 | 741 |
| Other costs | 782 | 959 |
| Total | 8,782 | 9,261 |
| HY 2013 | HY 2012 | |
|---|---|---|
| Sales of real estate investments | 85,533 | 87,135 |
| Book value at time of sale | 84,214 | 91,039 |
| Total | 1,319 | - 3,904 |
| Sales costs | - 2,132 |
- 3,897 |
| Total | - 813 |
- 7,801 |
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:
| HY 2013 | HY 2012 | |
|---|---|---|
| Management costs | 6,221 | 6,115 |
| Audit costs | 176 | 285 |
| Consultancy costs | 302 | 300 |
| Appraisal costs | 202 | 231 |
| Compensation of Supervisory Directors, members of the Investments Advisory | ||
| Board and Stichting Prioriteit NSI | 131 | 135 |
| Other costs | 271 | 222 |
| Total | 7,303 | 7,288 |
| Allocated to operating costs | - 2,713 |
- 2,794 |
| Allocated to real estate portfolio | - 230 |
- 180 |
| Total | 4,360 | 4,314 |
The development of the real estate investments in operation and under development was as follows:
| HY 2013 | HY 2012 | |
|---|---|---|
| Real estate investments in operation | 1,918,978 | 2,135,784 |
| Real estate investments under development | 21,450 | 16,505 |
| Total | 1,940,428 | 2,152,289 |
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 internally every quarter, and are at least once a year, or more frequent if required or desirable, in line with the valuation procedure, validated by valuations determined by external independent experts. Possible discrepancies between internal and external valuations are limited and are explained and substantiated on a quarterly basis.
Per 30 June 2013, 54.2% 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 assetspecific 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 June 2013 8.1% (31 December 2012: 8.0%). The net yields were 8.4% for the Netherlands (2012: 8.3%), 5.0% 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 leas ability of the object. The basis for determining the yields are comparable transactions supplemented with market and property-specific knowledge. These varied between 5.8% and 17.4% for the Netherlands (2012: 5.4% and 14.0%) and between 6.0% and 9.5% for Belgium (2012: 7.0% and 8.5%). Comparable transactions in the market were also taken into account in the valuation.
| The Netherlands HY 2013 |
The Netherlands 2012 |
Switzerland HY 2013 |
Switzerland 2012 |
Belgium HY 2013 |
Belgium 2012 |
|
|---|---|---|---|---|---|---|
| Average market rent per m" (in €) | ||||||
| Offices | 124 | 131 | 216 | 218 | 142 | 145 |
| Retail | 146 | 144 | - | 245 | - | - |
| Industrial | 61 | 63 | - | - | 44 | 47 |
| Residential (per apartment) per month | 549 | 670 | - | - | - | |
| Average gross yield (in %) | 9.9 | 9,6 | 5.9 | 7,3 | 8.8 | 9,0 |
| Average net yield (in %) | 8.4 | 8,3 | 5.0 | 5,3 | 8.6 | 8,7 |
| Vacancy | 20.0 | 21,0 | 13.8 | 4,1 | 14.7 | 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 8.1% (2012: 8.0%). If the yields applied in the calculation to determine the valuation of real estate investments as per 30 June 2013 would be 100 basis points lower than those currently used, the value of the real estate investments would increase by 14.0% *2012: 14.2%). NSIs equity would in this case increase by €273.7 million (2012: €299.7 million. The loan-tovalue would then decrease from 58.9% to 51.7% (2012: 51.0%). In case the net yield would have been 100 basis point higher, the opposite would apply.
| The | Switzerland | Belgium | Total 2013 | The | Switzerland | Belgium | Total 2012 | |
|---|---|---|---|---|---|---|---|---|
| Netherlands | Netherlands | |||||||
| Balance on 1 January | 1,437,009 | - | 583,860 | 2,020,869 | 1,605,790 | 123,084 | 587,889 | 2,316,763 |
| Purchases | - | - | - | - | - | - | 7,966 | 7,966 |
| Investments | 3,947 | - | 2,771 | 6,718 | 3,599 | - | 5,718 | 9,317 |
| Reclassification into | ||||||||
| real estate investments | ||||||||
| under development | - 8,040 |
- | - | - 8,040 |
- 11,455 |
- | - | - 11,455 |
| Reclassification into | ||||||||
| assets held for sale | - | - | - | - | - | - 119,925 |
- | - 119,925 |
| Sales | - 10,190 |
- | - 12,402 |
- 22,592 |
- 4,920 |
- | - 4,005 |
- 8,925 |
| Revaluations | - 83,222 |
- | 5,245 | - 77,977 |
- 54,634 |
- 4,293 |
- 164 |
- 59,091 |
| Exchange-rate | ||||||||
| differences | - | - | - | - | - | - 1,134 |
- | 1,134 |
| Balance on 30 June | 1,339,504 | - | 579,474 | 1,918,978 | 1,538,380 | - | 597,404 | 2,135,784 |
| The | Switzerland | Belgium | Total | the | Switzerland | Belgium | Total | |
|---|---|---|---|---|---|---|---|---|
| Netherlands | 2013 | Netherlands | 2012 | |||||
| Prepayment and | ||||||||
| accrued income | ||||||||
| in relation to | ||||||||
| incentives | 7,318 | - | 4,439 | 11,757 | 8,570 | - | 4,434 | 13,004 |
The development of the investments in operation by real estate type was as follows:
| Retail | Offices | Industrial | Residential | Total 2013 | |
|---|---|---|---|---|---|
| Balance on 1 January 2013 | 551,377 | 1,146,269 | 318,898 | 4,325 | 2,020,869 |
| Investments | 1,142 | 2,773 | 2,803 | - | 6,718 |
| Reclassification into real estate | - | - 8,040 |
- | - | - 8,040 |
| investments under | |||||
| development | |||||
| Sales | - | - 1,450 |
- 21,142 |
- | - 22,592 |
| Revaluations | - 17,012 |
- 77,473 |
16,593 | - 85 |
- 77,977 |
| Balance on 30 June 2013 | 535,507 | 1,062,079 | 317,152 | 4,240 | 1,918,978 |
On 30 June 2013, properties with a book value of €1,356.3 million (ultimo 2012: €1,507.2 million) were mortgaged as security for loans taken out and credit facilities at banks amounting to €878.3 million (ultimo 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 2013 | 15,245 | 5,050 |
| Investments | 38 | - |
| Reclassification of real estate investments in operation | 8,040 | 11,455 |
| Revaluations | - 1,873 |
- |
| Balance on 30 June 2013 | 21,450 | 16,505 |
Real estate investments under development contain 4 offices and 2 land positions per 30 June 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 | - | 119,925 |
| Investments | 143 | 111 |
| Sales | - 61,622 |
- 82,114 |
| Revaluations | - 148 |
- 1,276 |
| Exchange-rate differences | - 152 |
- 119 |
| Balance on 30 June | 8,198 | 36,527 |
The main items concern the expected insurance settlement in connection to shopping centre 't Loon, loan provided to buyer shopping centre Zug (€4.4 million), prepaid costs 2013 for an amount of €4.2 million, corporate income tax (€3.3 million) and rental income overdue for an amount of €5.2 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 | 12,571 | 30,775 |
| Redemptions | - 77,007 |
- 115,311 |
| Exchange-rate differences | - 977 |
1,274 |
| Balance on 30 June | 1,081,906 | 1,176,575 |
| Redemption requirement long-term debt up to 1 year | 157,961 | 445,743 |
| Balance on 30 June | 923,945 | 730,832 |
Remaining maturities of the loans at 30 June 2013 was as follows:
| Fixed interest | Variable interest | Total | |
|---|---|---|---|
| Up to 1 year | 28,404 | 129,557 | 157,961 29 |
| From 1 to 2 years | - | 96,960 | 96,960 |
| From 2 to 5 years | 225,080 | 593,023 | 818,103 |
| From 5 to 10 years | - | 8,882 | 8,882 |
| More than 10 years | - | - | - |
| Total loans | 253,484 | 828,422 | 1,081,906 |
The interest-bearing debt comprises predominantly loans from banks and a €75 million Belgian bonds with an average remaining maturity of 2.6 years. The weighted average interest on outstanding mortgages and interest-rate swaps at 30 June 2013 was 5.2% per annum including margin. The interest coverage ratio amounted to 2.2 as at 30 June 2013.
As collateral for the loans and the current account facilities at the banks, mortgages are registered on real estate with a value of €1,356.3 million, together with a possessory lien on the rental income in some cases.
At fair value valued Financial derivatives
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 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-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 if the Group entity and counterparty when appropriate.
The derivative financial instruments have the following maturities:
| Number of | Nominal | Negative market value | Positive market value | |
|---|---|---|---|---|
| contracts | ||||
| Up to 1 year | 2 | 20,000 | - | 394 |
| From 1 to 5 years | 38 | 694,497 | - | 49,512 |
| From 5 to 10 years | 4 | 99,300 | - | 12,997 |
| Total swaps | 44 | 813,797 | - | 62,903 |
| Total derivatives index | ||||
| loans | 2 | 54,000 | 448 | - |
| Total derivatives | 46 | 867,797 | 448 | 62,903 |
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 €62.5 million as at 30 June 2013.
The weighted average remaining maturity of the financial derivatives is 3.5 years. NSI is hedged at a weighted interest rate of 3.1%, excluding margin. 9.1% 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.
The largest items recognized under the other payables and accrued liabilities concern prepaid rent of €13.8 million, payable operational costs of €10.7 million and payable interest of €5.0 million.
In the 1st half-year of 2013, there have been no changes in the off-balance sheet obligations of the property investment fund as described in note 25 of the Financial report of the Annual report 2012. In the case of the disputed assessments regarding the levy of exit tax on securisation premiums, the tax authorities have rejected one of the claims and the property investment fund prepares an appeal to the Court of First Instance. It is expected that this case can be pleaded in the course of 2014. Intervest Offices & Warehouses is currently waiting for the other claims to be processed further by the tax authorities.
In June, NSI reached agreement on the sale of shopping center 'De Esch' in Rotterdam. The sale price is € 3.3 million and transfer is expected to take place at end of July 2013.
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. Also market risks are being recognised.
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 90% (€790 million) of its Dutch outstanding debt over the last six quarters, of which most recently its largest facility (€260 million). 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.
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.
NSI is highly committed to reduce its LtV to below 55%, reducing its debt exposure by sales of assets, and extending its loan maturities. NSI will continue its disposal strategy of non-core assets and assets of which the value potential under NSI's management has been optimised to reduce its LtV (realized disposal volume was €86 million in 1st half 2013 and €101 million in 2012).
Our risks are being monitored on a continuous basis.
Hoofddorp, 9 August 2013
Management Board J. Buijs, CEO D.S.M. van Dongen, CFO
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 September 2012.
| Financial calendar 2013 | |
|---|---|
| Publication Q3 results 2013 | 8 November 2013 |
| Interim-dividends | |
| Setting of HY 2013 interim-dividend Listing ex-dividend Payment of HY 2013 interim-dividend |
23 August 2013 27 August 2013 3 September 2013 |
| Setting of Q3 2013 interim-dividend Listing ex-dividend Payment of Q3 2013 interim-dividend |
22 November 2013 26 November 2013 3 December 2013 |
We have reviewed the on page 18 to 31 accompanying condensed consolidated interim financial information of NSI N.V., Hoofddorp (statutory seat Hoorn), which comprises the consolidated statement of financial position as at 30 June 2013, the consolidated statements of comprehensive income for the period of 3 months and 6 months ended 30 June 2013, the consolidated statement of movements in shareholders' equity and the consolidated cash flow statement for the period of 6 months ended 30 June 2013 and the notes. Management of the Company is responsible for the preparation and presentation of this 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 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 June 2013 is not prepared, in all material respects, in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union.
Amstelveen, 9 August 2013
KPMG Accountants N.V. H.D. Grönloh RA
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