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Merlin Properties Socimi S.A.

Annual / Quarterly Financial Statement Feb 28, 2024

1857_10-k_2024-02-28_5579d970-0af1-4f37-8d26-59d79f57c4b4.pdf

Annual / Quarterly Financial Statement

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FOR INFORMATION PURPOSES ONLY. Spanish Version prevails.

Webcast: https://streamstudio.world-television.com/1364-2525-38992/en

Dial-in:https://aiti.capitalaudiohub.com/merlin/reg.html

MERLIN launches its data centers operations, with traditional asset classes proving a solid operational strength

  • Gross rents: € 475.6 million (+5.0% YoY)
  • EBITDA: € 367.0 million (+9.7% YoY)
  • Operating profit (FFO): € 284.2 million (+9.6% YoY PF exc. Tree)
  • Gross asset value: €11,270 million (-3.4% LfL vs. FY22)
  • Net asset value per share: € 15.08 (-3.8% vs. FY22)

• The good operating profit results (FFO PF +9,6% vs. FY22) offsets the yield expansion (+42 bps vs. 2022), limiting the drop in valuations to -3.4%

• Operating profit above €284 million (€61 cents per share), exceeding guidance provided to the market at the beginning of the year

• Growth in all key financial and operating metrics such as occupancy (96.2% +110 bps vs. FY22) or like-for-like rents (+6.5% vs. FY22)

• Net asset value according to EPRA recommendations (EPRA NTA) stands at €15.08 per share, after deducting €44 cents of dividend paid in the period

• The company maintains a solid financial structure, low leverage (35% LTV and debt maturity stands at 5.1 years.

Madrid, 28 th February – MERLIN Properties has reported FY23 results, with total revenues of €488.3 million (including gross rents of €475.6 million), EBITDA of €367.0 million and FFO of €284.2 million (€61 cents per share).

Gross asset value (GAV) of the portfolio amounts to €11,270 million, affected by a significant yield expansion (+42 bps) with a limited impact on valuations (-3.4% vs. 2022) thanks to an extraordinary operating performance, based on rental growth and higher occupancy as well as the value created in the new logistics developments and Data Centers. Net asset value amounts to €7,083 million (€15.08 per share), down 3.8% vs. 2022.

Negative net earnings (-€83.5 million), as the decline in valuations (€336 million) is deducted from the operating profit.

After the distribution to shareholders of €207 million (€0.44 per share), the loan-to-value stands at 35%, with a liquidity position of €1,309 million and an average debt maturity of 5.1 years.

All maturities have been covered until November 2026 with a mix of bank debt and bonds, with an implicit margin of MS+125 bps.

Offices

● Business performance

Significant increase in like-for-like (+6.1%) thanks to indexation and positive release spread. The occupancy guidance given to the market has been beaten, reaching 92.5%.

● Landmark Plan

First tenants in Plaza Ruiz Picasso 11 began occupying the asset in the last quarter of the year, while others are occupying it throughout 2024. These are best-in-class tenants, at prime rents, in line with the high standard set by the building.

Logistics

● Business performance

Excellent performance in the logistics portfolio in the period, with like-for-like rental growth of +4.8% thanks to improved occupancy, indexation and rental increase in renewals. Outstanding year in commercialization, with more than 297,000 sqm signed. Virtually full occupancy both in MERLIN (99.0%) and in ZAL Port (96.9%).

● Best Plan II & III

Development in Best II & III plans continue, having delivered to-date 478,000 sqm at an average yieldon-cost of 7.8%. The Company has delivered and let to Pepco in 1Q24 the only warehouse developed in 2023 (A2-Cabanillas Park II B) with 47,000 sqm.

MERLIN counts with more than 550,000 sqm of additional landbank to develop, which enables the Company to support the future expansion of its tenants. In the coming months, we will start the construction of another 140,000 sqm for expected delivery in early 2025, with a very high level of precommercialization (+80%).

Shopping Centers

● Business performance

Occupancy in shopping centers (96.2%) has increased in +122 bps in 2023 with a solid operating performance. Tenant sales are above pre-Covid levels (+14%), footfall levels are also above 2019 figures (+1.2%) and continue improving vs. 2022 (+5.0%), with the effort rate at historic lows (11.7%).

Mega Plan (Data Centers)

The Madrid-Getafe, Barcelona-PLZF and Bilbao-Arasur data centers have been operational since September 30th 2023, with only 9MW IT installed out of total 60 MW IT capacity.

MERLIN has decided to accelerate the reception and installation of equipment due to the strong demand in commercialization, derived from the surge of generative artificial intelligence. In this

regard, pilot technical modifications have begun in Barcelona-PLZF to adapt our cooling systems to the high densities required in this industry, and we are working on repowering those assets that allow it, capitalizing on the space savings generated by these densities.

This category of assets will come to represent a very relevant share of the Company's gross rental income in the medium term, with long term leases and credit worthy tenants, leaders in the technology sector.

Portfolio valuation

The Gross Asset Value (GAV) of MERLIN amounts to €11,270 million as of December 31 st, 2023, according to valuations carried out by Savills, CBRE and JLL. The general decline in valuations in the real estate sector as a result of the rising in interest rates, has been mitigated by the excellent operating performance, which has largely absorbed the yield expansion. Likewise, the value created in the new logistics developments and Data Centers has played a key role in moderating the net impact on valuations.

Investment and divestment activity

Investment activity in the year has been moderate, with only the acquisition of the department store in Marineda and the final payment of a logistics land plot in Valencia for €22.8 million.

In terms of divestment activity, the Company has sold, in 2023, non-core assets for a total amount of €38.3 million, including 2 secondary shopping centers, 1 residential unit, 1 supermarket and 1 industrial asset.

Sustainability

MERLIN's excellent year has been strongly endorsed in sustainability ratings, improving its score compared to 2022 in 6 out of 7 indexes (GRESB, CDP, S&P Global, Sustainalytics, Bloomberg, ISS, and Vigeo Eiris). Two milestones are worth highlighting: MERLIN's inclusion in one of the world's most prestigious sustainability ratings, the Dow Jones Sustainability World Index with only 5 European real estate companies present, and for the third consecutive year in a row the inclusion in the Dow Jones Sustainability Europe Index.

2024 Outlook

In the absence of externalities, occupancy levels in the three main asset classes (offices, logistics and shopping centers) are expected to be maintained, while rents will continue to benefit slightly from inflation as leases are indexed to the CPI.

Data centers will contribute negatively to the company's operations, harming 2024 operating profit (FFO). This is a consequence of the time lag between expenses (practically those corresponding to an ordinary year, as the assets are already operational) and revenues, which will gradually increase as we are provided with electrical power and IT equipment installed in the different locations until reaching its maximum potential, planned for the end of the second half of 2025.

The estimated operating profit (FFO) for the financial year 2024 is 59 cents per share and targeting 68 cents per share in 2025. The final dividend, in addition to the interim dividend of 20 cents distributed in December 2023, will be proposed by the Board of Directors in the near future, subject to approval by the AGM and distributable in May 2024.

MERLIN Properties SOCIMI, S.A www.merlinproperties.com [email protected]

About MERLIN Properties

MERLIN Properties SOCIMI, S.A. (MC:MRL) is the largest real estate company trading on the Spanish Stock Exchange. Specialized in the acquisition and management of commercial property in the Iberian region, MERLIN Properties mainly invests in offices, shopping centers, logistics warehouses and data centers, within the Core and Core Plus segments, forming part of the benchmark IBEX-35, Euro STOXX 600, FTSE EPRA/NAREIT Global Real Estate, GPR Global Index, GPR-250 Index, and MSCI Small Caps indices and DJSI.

Please visit www.merlinproperties.com to learn more about the company.

For further information please contact: Nuria Salas, [email protected], +34 629 56 84 71 Sarah Estébanez, [email protected], +34 636 62 80 41

FY23 RESULTS PRESENTATION

29 FEBRUARY 2024

This presentation has been prepared by MERLIN Properties SOCIMI, S.A. (the "Company") for informational use only. The information contained in this presentation does not purport to be comprehensive or to contain all the information that a prospective purchaser of securities of the Company may desire or require in deciding whether or not to purchase such securities. The information contained in this document is subject to change, verification and completion without notice. Neither the Company nor any of affiliates, advisors or agents makes any representation or warranty, express or implied, as to the accuracy or completeness of any information contained or referred to in this document. Each of the Company and its affiliates, advisors or agents expressly disclaims any and all liabilities which may be based on this document, the information contained or referred to therein, any errors therein or omissions therefrom. Neither the Company, nor any of its affiliates, advisors or agents undertakes any obligation to provide the recipients with access to additional information or to update this document or to correct any inaccuracies in the information contained or referred to therein.

Certain statements in this document regarding the market and competitive position data may be based on the internal analyses of the Company, which involve

certain assumptions and estimates. These internal analyses may have not been verified by any independent sources and there can be no assurance that the assumptions or estimates are accurate. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data contained in this presentation. Additionally, certain information contained herein may be based on management accounts and estimates of the Company and may have not been audited or reviewed by the Company's auditors. Recipients should not place undue reliance on this information. The financial information included herein may have not been reviewed for accuracy or completeness and, as such, should not be relied upon.

This information is provided to the recipients for informational purposes only and recipients must undertake their own investigation of the Company. The information providing herein is not to be relied upon in substitution for the recipient's own exercise of independent judgment with regard to the operations, financial condition and prospects of the Company.

The distribution of this presentation in some jurisdictions may also be restricted by law and persons into whose possession this presentation comes should inform themselves about and observe any such restrictions. The securities of the Company have not been and, should there be an

offering, will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"). Such securities may not be offered or sold in the United States except on a limited basis, if at all, to Qualified Institutional Buyers (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A or another exemption from, or transaction not subject to, the registration requirements of the Securities Act. The securities of the Company have not been and, should there be an offering, will not be registered under the applicable securities laws of any state or jurisdiction of Canada or Japan and, subject to certain exceptions, may not be offered or sold within Canada or Japan or to or for the benefit of any national, resident or citizen of Canada or Japan. THIS PRESENTATION DOES NOT

CONSTITUTE OR FORM PART OF ANY OFFER FOR SALE OR SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES NOR SHALL IT OR ANY PART OF IT FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH ANY CONTRACT OR COMMITMENT TO PURCHASE SHARES. ANY DECISION TO PURCHASE SHARES IN ANY OFFERING SHOULD BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION ON THE COMPANY.

This presentation may include forwardlooking statements. All statements other than statements of historical facts included in this presentation, including, without limitation, those regarding the financial position, business strategy, management plans and objectives for future operations of the Company are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause such actual results, performance or achievements, or industry results, to be materially different from those expressed or implied by these forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of the Company and the environment in which they expect to operate in the future.

Forward-looking statements speak only as of the date of this presentation and the Company expressly disclaim any obligation or undertaking to release any update of, or revisions to, any forward-looking statements in this presentation, any change in their expectations or any change in events, conditions or circumstances on which these forward-looking statements are based.

In reviewing this presentation, the recipient is agreeing to, and accepting, the foregoing restrictions and limitations.

DISCLAIMER

  • FY23 Financial results
  • Offices
  • Logistics
  • Shopping centers
  • Valuation and debt position
  • Sustainability
  • Value creation
  • Digital Infrastructure Plan
  • Closing remarks & Outlook

Ismael Clemente CEO

Miguel Ollero COO

Operating performance

Offices continue performing well demonstrated by positive release spread (+1.2%), healthy LfL growth (+6.1%) and high occupancy (92.5%)

- • Robust operating performance overall, with strong LfL rental growth (+6.5%) and occupancy at an all-time high (96.2%)

  • • No surprises in Logistics, reaching full occupancy (99%) with a good organic growth LfL (+4.8%)
  • • Excellent results in retail, with +7.7% LfL growth, +12.1% release spread, occupancy at (96.2%) and low, stable OCR (11.7%)

Financial performance

  • • € 0.61 FFO per share, +9.6% increase PF excluding Tree
  • Decline in valuations across the portfolio (-3.4%), taking on a significant yield expansion (42 bps YoY, 95 bps since FY20)

• Strong financial situation: LTV at 35.0%, 100% fixed interest rate, no debt maturities until November 2026 and € 1.3 bn liquidity

Value creation

  • • € 38.3m non-core disposals
  • • Landmark Plan: Plaza Ruiz Picasso delivered to IBM in December and to Globant and SAP in January
  • • Best II & III: A2-Cabanillas Park II B (47k sqm) fully let to Pepco
  • • Mega Plan: Three data centers have been delivered during the year:
    • MAD01-GET: 3 MW installed / 20 MW capacity
    • BCN01-PLZF: 3 MW installed / 16 MW capacity
    • BIO03-ARA: 3 MW installed / 24 MW capacity

(1) Net of incentives

(2) Excludes non-overhead costs items (€ 2.7m) plus LTIP accrual (€ 2.8m)

(3) FFO equals EBITDA less net interest payments, less minorities, less recurring income taxes plus share in earnings of equity method APM: definitions and reconciliation of APMs to the latest audited financial accounts can be found on page 60 of https://ir.merlinproperties.com/wp-content/uploads/2024/02/Results-report-FY23-1.pdf

- Y23 FY22 YOY
75.6 452.8 +5.0%
47.2 428.2 +4.5%
03.7 378.9 +6.6%
67.0 334.7 +9.7%
7.2% 73.9%
34.2 290.5 (2.1%)
9.8% 64.7%
63.4 271.2 (2.9%)
33.5) 263.1 n.m
083 7,362.9
c
O
56
ದ್ದರಿ (
56 C
C

(€ million) FY23 FY22 YoY
Gross rents 475.6 452.8 +5.0%
Gross rents after incentives 447.2 428.2 +4.5%
Net rents(1) 403.7 378.9 +6.6%
EBITDA(2) 367.0 334.7 +9.7%
Margin 77.2% 73.9%
FFO(3) 284.2 290.5 (2.1%)
Margin 59.8% 64.1%
AFFO 263.4 271.2 (2.9%)
IFRS net profit (83.5) 263.1 n.m
EPRA NTA 7,083 7,362.9
(€ per share)
FFO 0.61 0.62 (2.1%)
AFFO 0.56 0.58 (2.9%)
EPS (0.18) 0.56 n.m
EPRA NTA 15.08 15.67 (3.8%)

FY23 Financial results

FFO OF € 0.61 PER SHARE, EXCEEDING GUIDANCE

FY23 Financial results | GRI bridge

475.6

Balance acquisitions, disposals & other

(4.8)

OUTSTANDING LFL GROWTH IN THE PERIOD (+6.5%)

(1) Portfolio in operation for FY22 (€ 424.8m of GRI) and for FY23 (€ 452.4m of GRI)

(1) WAULT by rents means the weighted average unexpired lease term to first break, calculated as of 31st December 2023

Offices | GRI bridge and breakdown

(1) Portfolio in operation for FY22 (€ 228.7m of GRI) and for FY23 (€ 242.7m of GRI)

New opening 2023 5 new openings in 2024

26,748 sqm 2,703 desks 84% occupancy € 375 ADR(1) 12 spaces

KPIs

1 NEW SPACE OPENED IN THE YEAR

Castellana 85. 275 desks Plaza Cataluña 9. exp. 80 desks

Plaza Cataluña 9 has received the Architizer A+ Award for the best co-working in the world

(1) ADR: Average monthly desk rate

LOGISTICS

VIRTUAL FULL OCCUPANCY COUPLED WITH RENTAL GROWTH RESULTED IN A GOOD LFL GROWTH (+4.8%)

(1) Portfolio in operation for FY22 (€ 72.0m of GRI) and for FY23 (€ 75.5m of GRI)

Logistics | GRI bridge and breakdown

STRONG PERFORMANCE

Stock 757,003 sqm

Third parties stock (ground leases) 162,633 sqm

Contracted sqm
Release spread
103,061
-
# contracts
30
Occupancy by area
(279 bps)
FY22 99.7%
FY23 96.9%
€m FY23 FY22 YoY
Gross rents 74.8 72.0 +4.0%
Net rents 74.5 71.3 +4.5%
EBITDA 71.5 67.2 +6.4%
FFO(1) 38.8 39.5 (1.8%)

Stock under management 919,636 sqm

Tenants

(1) After deducting leasehold concession charge

SHOPPING CENTERS

TENANT SALES SURPASSING PRE-COVID LEVELS WHILE MAINTAINING HISTORICALLY LOW OCR AT 11.7%

(1) Portfolio in operation for FY22 (€ 111.8m of GRI) and for FY23 (€ 120.4m of GRI)

Shopping centers | GRI bridge and breakdown

OCCUPANCY AT RECORD-HIGH LEVELS (96.2%)

VALUATION AND DEBT POSITION

PORTFOLIO YIELDS ABOVE 5% AND DATA CENTERS IN OPERATION APPRAISED FOR THE FIRST TIME

(2) Including equity method (3) Based on passing rent

31/12/2023 31/12/2022
31/12/2023 31/12/2022
Net debt € 4,050m € 3,792m
LTV 35.0% 32.7%
Average cost (spot) 2.38% (2.71%) 1.98% (2.00%)
Fixed rate debt 99.7% 99.6%
Average maturity (years) 5.1 4.9
Liquidity(1) (€ million) 1,309 1,856
Rating Outlook
BBB Positive
Baa2 Positive

(€ million) Unsecured loans Unsecured bonds Secured bank loans (1) Signed in January 2024 and pending disposition

(2) Drawn down in February 2024

2025 REFINANCING ALREADY TACKLED, DEMONSTRATING ONCE AGAIN A PRO-ACTIVE LIABILITY MANAGEMENT

(€ million) Unsecured loans Unsecured bonds Secured bank loans

SUSTAINABILITY

Sustainability | Achievements

5 main milestones achieved this year

1. Green clause in all new contracts

2. Embodied carbon maximum limits

3. 14.9 MW solar panels installed (4.2% self -production)

4. € 1.1 bn of green financings

5. Inclusion in the Dow Jones Sustainability World Index (only 5 European companies) for the 1st time and inclusion for the 3rd year in a row in the European Dow Jones Sustainability Index

Offices 500 kgCo2/sqm Shopping centers 500 kgCo2/sqm

Logistics 400 kgCo2/sqm

Sustainability | Environmental performance

Sustainability | FY23 UPDATE

OUTSTANDING YEAR IN TERMS OF SCORINGS AND ACCOLADES

Inclusion for 3rd year in a row in the Europe DJSI +1st time in the World DJSI

A-

C Top 1% (negligible risk) 7.2

Average peers: 69% IBEX-35 83%

Average sector: 37% 69% #1

Value creation | 2023 deliveries: Plaza Ruiz Picasso

VIRTUALLY FULLY LET TO TIER-1 TENANTS AT PRIME RENTS

Delivered in December to

GLA 36,899 sqm After Refurbishment 5,323 sqm created 31

Delivered in July

Leasing

I - 100% (4,338 sqm) IV - 100% (6,488 sqm)

GLA

36,861 sqm After Refurbishment +756 sqm created

Value creation | 2023 deliveries: Cerro de los Gamos (Phase I)

Value creation | Logistics roll-out: commercialization & pending capex

(1) 47k sqm already finished and fully let in 1Q24 corresponding to Cabanillas Park II B (2) Including land cost

Value creation | Logistics roll-out: commercialization & pending capex

(1) Including land cost

INFRASTRUCTURE

Digital Infrastructure Plan | Main highlights

€m

Stabilized

(1) € 306m including down payments and pre-orders

Delay in the electrification of sites

Capex increase due to Direct Liquid Cooling (DLC)

Digital Infrastructure Plan | Madrid-Getafe data center status update

• 30 MW utility sourced for 20 MW IT pending supply by Iberdrola

Calendar:

  • • 8 MW utility to be supplied by FY24
  • • 2025: +8 MW utility to be supplied
  • • 2026: +14 MW utility to be supplied

• 3 MW IT installed as of FY23

Calendar for pending 17 MW IT:

  • • +5 MW IT to be received and installed in 2024
  • • +12 MW IT to be received and installed in 2025
  • • 2 MW IT capacitiy let as of FY23
  • • 2024: +6 MW IT capacity booked
  • • 2025: +6 MW IT capacity booked

MAD01-GET Electricity Equipment Commercialization

• 20 MW full IT capacity

Digital Infrastructure Plan | Barcelona-PLZF data center status update

  • • 24 MW utility sourced for 16 MW IT. Endesa to supply by 2Q24
  • • +12 MW utility repowering opportunity for additional 8 MW IT

  • • 3 MW IT installed as of FY23

  • • +6 MW IT to be received in 2Q24 and installed in 3Q24
  • • +7 MW IT to be received in 4Q24 and installed in 1Q25
  • • 1 MW IT capacitiy let as of FY23
  • • +15 MW IT capacity booked in 2024

BCN01-PLZF

  • 16 MW full IT capacity
  • 8 MW IT repowering opportunity

Electricity Equipment Commercialization

Digital Infrastructure Plan | Bilbao-Arasur data center status update

• 150 MW utility sourced for 100 MW IT

Calendar:

Iberdrola to supply 30 MW by 2Q24

Electricity

  • 3 MW IT installed as of FY23
  • • +3 MW IT to be received by 2Q24
  • • +12 MW IT to be received by 2H24
  • • +6 MW IT to be received by 2025

Equipment

  • • 3 MW IT capacitiy let as of FY23
  • Additional bookings of +21 MW IT capacity as of today

Commercialization

  • Extension license for BIO02-ARA submitted
  • Beginning of works expected in 4Q24

Future developments

BIO03-ARA

  • 24 MW full IT capacity (Phase I)
  • 78 MW potential IT capacity (Phase II)

Digital Infrastructure Plan | Lisbon-VFX data center status update

  • LIS01-VFX
    • 100 MW IT capacity

• 130 MW utility sourced for 100 MW IT to be received upon development

Approval of the urbanization project Beginning of urbanization works Approval of the architecture lay-out

  • Construction license
  • Construction tendering
  • Beginning of works

Electricity Key milestones completed in 2023

Key milestones to be completed in 2024

Operations

MERLIN has delivered a strong performance in all key financial and operating metrics (LfL rental growth, occupancy,

  • release spread and FFO generation)
  • Occupancy at an all-times high across the board

Value creation

  • • Plaza Ruiz Picasso virtually fully-let and already delivered to best-in-class tenants
  • • Logistics: Cabanillas Park II B (47k sqm) has been delivered in 1Q24 and is fully let to Pepco
  • Works in Mega Plan continue progressing well with the aim of reaching 58 MW installed 1H25

Outlook

- • Transitional year for MERLIN following the delivery of the Data Centers, a cash-draining asset until stabilization Uneventful years in term of debt with no maturities until November 2026, after 2025 refinancing

  • Estimated FFO for 2024 will be € 0.59 p.s. and targeting € 0.68 p.s. for 2025
  • • 2023 final dividend, in line with policy, will be decided by the Board of Directors subject to 2024 AGM approval • Further decline in valuations is anticipated across the portfolio

Paseo de la Castellana, 257

28046 Madrid

+34 91 769 19 00

[email protected]

www.merlinproperties.com

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