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Cibus Nordic Real Estate

Annual Report Feb 29, 2024

3026_10-k_2024-02-29_c57f5e1c-7a55-4520-86b0-2295bca41a59.pdf

Annual Report

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Year-end report Q4

1 January 2023 – 31 December 2023

CIBUS INTERIM REPORT

Summary of the period

1 January 2023 – 31 December 2023

(compared with Q4 2022)

Q4 2023 Jan-Dec 2023

(compared with January – December 2022)

Rental income amounted to EUR 30,063 thousand (28,270).

Net operating income totalled EUR 28,126 thousand (26,492).

Profit from property management was EUR 11,788 thousand (12,404). Profit from property management, excluding nonrecurring costs and exchange rate effects, amounted to EUR 12,374 thousand.

Earnings after tax amounted to EUR -33,909 thousand (-10,568), corresponding of EUR -0.60 (-0.23) per share.

Unrealised changes in value affected by EUR -31,200 thousand (-24,517) on properties and by EUR -20,800 thousand (442) on interest rate derivatives.

Rental income amounted to EUR 119,128 thousand (106,722).

Net operating income totalled EUR 114,729 thousand (99,607).

Profit from property management was EUR 51,932 thousand (55,182). Profit from property management, excluding nonrecurring costs and exchange rate effects, amounted to EUR 51,906 thousand.

Earnings after tax amounted to EUR -19,919 thousand (79,990), corresponding to EUR -0.41 (1.66) per share.

Unrealised changes in value affected by EUR -53,416 thousand (28,143) on properties and by EUR -21,865 thousand (14,102) on interest rate derivatives.

EPRA NRV amounted to EUR 712,847 thousand (710,125), corresponding to EUR 12.5 (14.7) per share.

Significant events during the period

On 6 November, it was announced that Cibus had divested two properties in Finland to S Group for EUR 9 million. The sales price corresponded to the carrying amount. The closing of the transaction was scheduled on 8 November. The proceeds from the divestments were used to reduce indebtedness and strengthen the balance sheet, and had a positive effect on cash flow per share.

On 29 November, it was announced that Cibus's Board of Directors had appointed Christian Fredrixon as the new CEO of the company. Christian took up his new role on 15 January 2024.

Significant events after the end of the period

On 24 January, it was announced that Cibus had issued senior unsecured green bonds for a total EUR 50 million under its MTN programme. The new senior unsecured green bonds have a term of three years, mature at an interest rate of 3 M EURIBOR + 400 bps and ultimately mature on 1 February 2027.

The proposal of the Board of Directors regarding dividends

The Board of Directors intends to propose to the 2024 Annual General Meeting that an unchanged dividend of EUR 0.90 (0.90) per share be paid, divided between 12 payment occasions. The Board of Directors intends to submit a complete proposal with monthly amounts and record dates in connection with the invitation to attend the Annual General Meeting.

Key figures ¹ Q4
2023
Q4
2022
Jan-Dec
2023
Jan-Dec
2022
Investment properties, EUR million 1,798 1,851 1,798 1,851
NOI, current earnings capacity, EUR million 113.8 110.7 113.8 110.7
Lettable area, thousand m2 976 981 976 981
Proportion grocery and daily-goods stores area, % 92.8 94.1 92.8 94.1
Number of properties with solar panels 46 43 46 43
Senior debt LTV ratio, % 51.1 47.6 51.1 47.6
Net debt LTV ratio, % 57.5 59.1 57.5 59.1
Interest coverage ratio, multiple (rolling 12 months) 2.2 3.1 2.2 3.1
Approved dividend per share paid for the period, EUR 0.23 0.25 0.92 0.98

¹Refer to pages 32-33 for alternative performance measures and definitions.

By acquiring, refining and administrating our properties in the grocery and daily-goods trade, we provide our shareholders with a favourable monthly dividend.

"In my view, grocery properties represent an asset class with a clear future in all business cycles given its distinct place in all communities, in everyone's everyday life and through the robust nature of the grocery and dailygoods segment and its locations." — Christian Fredrixon, CEO

Stable end to the year

CEO's comments

4

Cibus reports a stable increase in rental income of 6% and an increase in net operating income of 6% for the fourth quarter. Profit from property management amounted to EUR 11,788 (12,404) thousand.

Earnings capacity per share also increased during this quarter, which is gratifying and serves as proof that the active measures undertaken in 2023 have borne fruit. Since 1 July 2023, earnings capacity per share rose from EUR 0.91 per share first to EUR 0.93 per share as of 1 October 2023 and further to EUR 0.95 per share as of 1 January 2024.

As the newly appointed CEO in January 2024, I am proud of the successful bond issue we completed. The unsecured green bond of EUR 50 million was issued at the lowest margin to date for Cibus, taking the tenor into account.

The issue was prompted by considerable incoming investor interest and the company's weighted cost of capital has now returned to an attractive level.

Lower transaction volumes, continued stable market outlook for daily-goods properties

In 2023, the Nordic property market was characterised by sharply decreasing transaction volumes. In the autumn of 2023, with the market beginning to price in interest rate cuts in the first part of 2024, the market began to thaw.

For many investors, grocery properties, with stable and inflationlinked rental income from a non-cyclical industry and strong tenants, are an attractive class of assets. We witnessed several transactions in the Nordic market during the year.

The larger transactions include, for example, the institutional investor, AP3's acquisition of four properties in Sweden from Castellum for about SEK 600 million, Norwegian private investors' acquisition in Denmark of 64 grocery stores for about EUR 240 million and three transactions involving a total of seven food properties in Finland for about EUR 60 million to an institutional investor, a grocery chain, and our own sale to grocery chain S Group. In Continental Europe, Slate Asset Management's acquisition of the company x+bricks with 188 grocery properties with a value of more than EUR 1 billion was among the year's largest transactions in the entire property sector.

For the grocery segment, 2023 was a year of high but declining inflation, with much of the growth being driven by inflation, and with consumers having prioritised value for money in their choices, to which the grocery chains are responding. In Sweden, e-commerce has regressed following the growth achieved during the pandemic, decreasing over the year to now comprise 4.1% of the Swedish grocery and daily-goods trade. The corresponding figure in Finland was 2.7% in 2022. In Sweden, total sales by the grocery and dailygoods trade through stores increased by 7.5% in total 2023 and, 8.1% in physical stores. In Finland, sales increased by 4.8%, in Denmark the grocery and daily- goods sales increased by 3.9% and in Norway by 7.7%.

Valuation of Cibus's Nordic portfolio of properties for grocery and daily-goods trade

Cibus portfolio is characterised by smaller units in wellestablished locations for the grocery and daily-goods trade. The portfolio is structured to be well diversified, both in terms of the large number properties that are also distributed between four countries and different regions, also different lease durations and counterparties. Combined, this affords us security and predictability in our cash flows.

Our properties are externally valued each quarter and, as the underlying interest rate has risen, the yield requirement on our properties has risen by a total 0.39 percentage points over the year, of which 0.21 percentage points occurred in the last quarter of the year in a comparable portfolio. Despite increased yield requirements, which at Cibus are counteracted by raised rental income as some 99% of our leases and income are CPI linked, this has affected property valuations, with unrealised negative changes in value over the year amounting to EUR -53,416 thousand, -2.9%.

Since mid-2022, when properties were generally most highly valued by the market, the yield requirement has increased accordingly 0.80 percentage points, entailing a nominal unrealised negative change in value of -4.5% and a real unrealised negative change in value of -15.2%. The company has nonetheless managed to keep its net loan-to-value ratio in the lower range of our policy of maintaining a net loan-to-value ratio of 55-65%.

At the end of the fourth quarter of 2023, the average yield in the portfolio was 6.4% and, with the company's average interest expense of 4.5% at the end of 2023, we see a noticeable yield gap.

Financial development in 2023 as a whole

The company shows a strong and stable operational earnings for the 2023 full year. The company's rental income derives 84% from daily goods and 97% from properties with daily- goods operations as their anchor tenants. Of the company's rental value, 99% is index-linked to the relevant country's CPI, and the index increase contributed +5.0% to our increased rental income over the year. This while, at the same time, demonstrating stability regarding both vacancies at 94.5% (94.8%) and regarding the remaining average term on the leases at 5.0 years (5.0 years).

Profit from property management amounted to EUR 51,932 thousand (55,182), a decrease of -6%, which was mainly due to increased interest income at the beginning of the year before interest hedging measures and bond repurchases had been implemented.

Of our leases, 90% are so-called "triple-net" or net lease agreements, meaning that our customers have great operational flexibility for their operations and bear a greater part of the property-related expenses. This provides us with a high and stable surplus ratio over time, as well as control over expenses and net operating income. Over the year, our net operating income increased by 15%.

The capital structure has been made more efficient and the company has hedged the interest on 97% of its liabilities. At the end of the year, the interest coverage ratio was a multiple of 2.2.

Financial stability lays the foundation for our sustainability efforts

Cibus operates in a sector where our tenants receive millions of customer visits each week and where customers, our tenants and we alike wish for a sustainable future and responsible social development. We endeavour to offer accessible and climateintelligent market places. We continue to make our rooftops available for solar power installations and continue to invest in such facilities. Today, 46 of our properties have solar panels installed on their roofs that combined generate electricity corresponding to nearly 2,600 apartments and our target of being climate neutral by 2030 spurs us to do even more.

Board of Directors' dividend proposal

Cibus's business model is based on stable inflation-protected cash flows, allowing the company to distribute a large part of its operating cash flow. The Board of Directors intends to propose to the 2024 Annual General Meeting that an unchanged dividend of EUR 0.90 per share be paid, divided between 12 payment occasions. The Board of Directors will submit a complete proposal with monthly amounts and record dates in connection with the invitation to attend the Annual General Meeting.

Future prospects

Cibus grocery portfolio and business model have again held strong through turbulent times. Backed by stable cash flows and longterm operations, in 2023 Cibus took active measures to optimise its capital structure, increasing the company's flexibility and providing scope for action. Cibus and the resilience of the food sector shows its stability but also reminds us of the importance of the grocery sector as part of the social infrastructure of the Nordic region and as a part of our lives. I took office as CEO of Cibus on 15 January 2024 and am proud of what the company has accomplished. With many years of experience in grocery properties, for me personally, working at Cibus is a bit like coming home. In my view, grocery properties represent an asset class with a clear future in all business cycles given its distinct place in all communities, in everyone's everyday life and through the robust nature of the grocery and daily-goods segment and its locations.

Historically, Cibus has generated value for its shareholders through its yield, dividends and total returns, as well as through growth per share. It is my hope that 2024 will also bring new business opportunities, as well as new evidence that our business model, acquiring and administrating stable grocery properties, is a business model that works well through all business cycles. We are prepared to act on business opportunities that arise and have competent and experienced colleagues prepared to continue optimising and taking action.

Stockholm, 29 February 2024 Christian Fredrixon

Operations

6

Earnings capacity

The current earnings capacity for the coming 12 months is based on the property portfolio owned by Cibus as of 1 January 2024.

The earnings capacity is not a forecast but a snapshot whose purpose is to present income and expenses on an annual basis given property holdings, financing costs, capital structure and organisation at a specific point in time. Earnings capacity does not include estimations for the forthcoming period regarding the development of rent, occupancy rate, property expenses, interest rates, changes in value or other items affecting earnings.

Current earnings capacity

Amounts in EUR thousand 1 Jan
2023
1 Apr
2023
1 Jul
2023
1 Oct
2023
1 Jan
2024
Change
(1 Jan 2024 -
1 Jan 2023)
Rental income 118,500 119,400 119,000 120,200 121,600
Property expenses -7,800 -7,800 -7,700 -7,800 -7,800
Net operating income 110,700 111,600 111,300 112,400 113,800 +3%
Administrative expenses -8,250 -8,400 -8,170 -8,300 -8,520
Net financial expenses* -44,300 -49,900 -52,050*** -51,100 -51,510
Profit from property management 58,150 53,300 51,080 53,000 53,770
Expenses, hybrid bond costs -2,060 -2,330 -2,500 -2,610 -2,600
Profit from property management plus expenses for
hybrid bond
56,090 50,970 48,580 50,390 51,170
Adjustment of non-cash items 2,510 2,920 3,490 3,110 3,155
Total earnings excluding non-cash items plus
expenses for hybrid bond
58,600 53,890 52,070 53,500 54,325
Earnings per share excluding non-cash items plus
expenses for hybrid bond, EUR**
1.21 1.11 0.91 0.93 0.95 -22%

*In accordance with IFRS16, site leasehold fees are included among financial expenses. Financial expenses also include prepaid arrangement fees not affecting future cash flow. **A new share issue has been implemented by means of a private placement of 8,804,348 shares that was approved on 20 April 2023. The number of shares subsequently totalled 57,246,140.

***Including an additional interest rate cap signed in July 2023.

The following information forms the basis for the estimated earnings capacity:

  • Rental income based on signed leases on an annual basis (including service charges and potential rental discounts) as well as other property-related income as of 1 January 2024 according to current lease agreements.
  • Property expenses based on a normal operating year with maintenance. Operating costs include property-related administration. Property tax is calculated based on the current tax values of the properties. Property tax included in the item "Property expenses".
  • Central administration costs are calculated based on the current organisation and the current size of the property portfolio. Non-recurring costs are not included.
  • On recalculating the Swedish operations, the exchange rate SEK 11.00/EUR was applied up to and including 1 April 2023. As of 1 July 2023 the exchange rate 11.50 SEK/ EUR is applied for the Swedish operations. For the Norwegian operations, NOK 10.40/EUR was applied up to and including 1 April 2023. Thereafter, as of 1 July 2023, the exchange rate NOK 11.50/EUR has been applied for the Norwegian operations. For the Danish operations, an exchange rate of DKK 7.44/EUR was applied for the earnings capacity.

Net operating income in a comparable portfolio

EUR thousand % effect
Net operating income, 1 January 2023 110,700
Effect of changes in property expenses -180 -0.2 %
Effect of changes in occupancy -1,130 -1.0 %
Effect of indexation and other rent increases 5.480 5.0 %
Comparable portfolio, 1 January 2024* 114,870 3.8 %
Currency effect -1,090 -1.0 %
Properties acquired/sold 20 0.0 %
Net operating income, 1 January 2024 113,800 2.8 %

* Comparable portfolio, exchange rates according to earnings capacity 1 January 2023.

Comments regarding current earnings capacity

As of 1 January 2024, the earnings capacity regarding earnings per share, excluding non-cash items, for the ensuing 12 months had decreased by 22% compared with the 12-month perspective as of 1 January 2023. This was attributable to the higher interest levels, as well as the exchange rate effect in SEK and NOK compared with EUR. The effect of indexation and other rent increases amounted to 5.0% annually.

Financial development

Profit analysis, January – December 2023

Income

During the period, the Group's rental income amounted to EUR 119,128 thousand (106,722), corresponding to an increase of 12% compared with the preceding year. In terms of rental value, 99% of Cibus's rents are linked to and increase alongside the consumer price index (CPI). In Denmark, slightly more than half of the leases are, however, subject to rent caps. The increase is normally maximised at 3-4% annually. Service income totalled EUR 20,877 thousand (17,297) and consisted largely of re-invoiced expenses. The economic occupancy rate was 94.5% (94.8). Total rental value on an annual basis amounted to EUR 127,500 thousand (121,000).

Net operating income

Operating expenses including property tax, amounted to EUR -25,276 thousand (-24,412) during the reporting period. The net operating income includes non-recurring income items of EUR 2,700 thousand attributable to remuneration from project developers in Denmark, as well as compensation in connection with a cancelled acquisition. Net operating income increased by 15% to EUR 114,729 thousand (99,607), resulting in a surplus ratio of 96.3% (93.3). As many leases are triple-net leases, whereby the tenants cover the majority of the expenses, net operating income is one of the most important comparative figures. Depending on the terms of the lease, expenses may be charged to tenants directly or via Cibus. This means that gross rents, expenses and service income may vary over time, even if net operating income remains relatively stable. It also means that while rental income increases in accordance with the consumer price index, expenses do not increase to a corresponding extent.

Administrative expenses

Administration expenses amounted to EUR -9,936 thousand (-8,531). The administration expenses include a non-recurring expense of EUR -34 thousand, of which EUR -434 thousand pertains to severance pay and repurchases of options for the outgoing CEO, as well as a positive item of EUR 400 thousand pertaining to the reversal of a reserve for an earlier acquisition.

Net financial items

Net financial items amounted to EUR -52,861 thousand (-35,894) and consisted mainly of interest expenses for the period of EUR -46,876 thousand (-28,024) but also an exchange rate difference of EUR -1,524 thousand (-1,938). Net financial items include a nonrecurring expense of EUR -1,117 thousand pertaining, among other things, to a redemption premium for the premature redemption of bonds and non-recurring expenses for the restructuring of derivative instruments. Net financial items also include limit fees, expenses for interest rate derivatives and site leasehold fees in accordance with IFRS 16. In addition to secured loans of EUR 918 million, there were three unsecured bonds of a total EUR 148 million as of 31 December 2023. In the fourth quarter of 2023, Cibus repurchased EUR 2 million of the bond maturing for repayment in December 2024 and repaid a bank loan of EUR 9 MEUR. At the end of the period, average interest rate in the loan portfolio, including unsecured bonds and including margins and current expenses for interest rate hedging, was 4.5% (3.9).

Profit from property management

During the reporting period, profit from property management decreased by 6% to EUR 51,932 thousand (55,182). Profit from property management, excluding non-recurring costs and exchange rate effects, amounted to EUR 51,906 thousand.

Changes in property values

The net change in the value of the property portfolio amounted to EUR -53,003 thousand (351,285) from the opening balance of EUR 1,850,911 thousand (1,499,626) to the closing balance of EUR 1,797,908 thousand (1,850,911). A specification of the change is presented below:

TEUR
Opening balance, 1 Jan 2023 1,850,911
Acquisition 16,963
Sale -14,518
Unrealised changes in value -53,416
Exchange rate effect -5,054
Investments in the properties 2,976
Adjusted acquisition cost 46
Closing balance, 31 Dec 2023 1,797,908

Unrealised changes in property values amounted to EUR -53,416 thousand (28,143). The negative change in value was due to higher yield requirements in the property portfolio. The effect was dampened somewhat by increased rent levels as a consequence of indexation. At the end of the fourth quarter of 2023, the average initial yield in the property portfolio was 6.4%.

Investments of EUR 2,976 thousand (3,714) have been made in the properties, of which about EUR 835 thousand (1,046) involved tenant improvements that were implemented with a direct return in line with, or exceeding, the existing portfolio.

Rental income and net operating income per share

■ Rental income ■ Net operating income

Profit from property management per share

■ Profit from property management

Tax

The nominal rate of corporation tax in Finland is 20%, in Sweden 20.6% and in Norway and Denmark 22%. Through tax depreciation on building assets, the buildings and utilization of loss deductions, a low current tax cost has arisen during the reporting period. Utilization of loss deductions, however, entails a deferred tax expense.

The loss carryforwards are estimated at about EUR 9,264 thousand (20,339). Tax assets attributable to these loss carryforwards have been recognised in the consolidated balance sheet in an amount of EUR 1,880 thousand (2,193) and in the Parent Company's balance sheet in an amount of EUR 921 thousand (1,941). Cibus recognised total tax for the reporting period of EUR 3,555 thousand (-17,497), of which current tax and deferred tax amounted to EUR -814 thousand (-281) and EUR 4,369 thousand (-17,216) respectively.

Earnings after tax

The earnings after tax amounted to EUR -19,919 thousand (79,990), corresponding to EUR -0.41 (1.66) per share. Unrealised changes in value affected by EUR -53,416 thousand (28,143) on properties and by EUR -21,865 thousand (14,102) on interest rate derivatives.

Fourth quarter 2023

Consolidated rental income increased by 6% to EUR 30,063 thousand (28,270) in the fourth quarter of 2023. Net operating income increased by 6% to EUR 28,126 thousand (26,492).

Administration expenses amounted to EUR -3,695 thousand (-2,594). The administration expenses include a non-recurring expense of EUR -434 thousand attributable to severance pay and repurchases of options for the former CEO.

Net financial items for the fourth quarter amounted to EUR -12,643 thousand (-11,494) and consisted mainly of interest expenses but also included limit fees, expenses for interest rate derivatives, prepaid arrangement fees and site leasehold fees in accordance with IFRS 16. Net financial items also includes an exchange rates change of EUR -152 thousand (-309).

Profit from property management for the fourth quarter was EUR 11,788 thousand (12,404), corresponding to EUR 0.21 per share (0.26). Profit from property management, excluding non-recurring costs and exchange rate effects, amounted to EUR 12,374 thousand.

Unrealised changes in property values amounted to EUR -31,200 thousand (-24,517). The negative change in value was due to yield requirements in the property portfolio being slightly more than 20 basis points higher. The effect was dampened somewhat by increased rent levels as a consequence of indexation. Unrealised changes in the value of derivatives amounted to EUR -20,800 thousand (442) and were attributable to sharply falling market interest rates.

Total tax amounted to EUR 6,751 thousand (1,103), of which current tax amounted to EUR 117 thousand (63) and deferred tax to EUR 6,634 thousand (1,040).

The earnings after tax for the fourth quarter amounted to EUR -33,909 thousand (-10,568), corresponding to EUR -0.60 (-0.23) per share.

Cash flow and financial position

Consolidated cash flow from operating activities amounted to EUR 101,853 thousand (96,380). Over the period, interest paid and early redemption fees were reclassified to financing activities. The items reclassified to financing activities are those directly linked to the Company's loans and bonds as we believe that showing these cash flows in financing activities will provide a fairer view. The comparison periods have also been adjusted.

Cash flow from investing activities amounted to EUR -5,433 thousand (-344,942) and mainly involved acquisitions of properties in Sweden during the reporting period.

Cash flow from financing activities amounted to EUR -110,853 thousand (244,008). The financing activities have now been charged with costs for interest paid and early redemption fees.

Cash and cash equivalents at the end of the period amounted to EUR 31,530 thousand (45,994). At 31 December 2023, Cibus had net interest-bearing liabilities, following deductions of cash and cash equivalents, of EUR 1,034,442 thousand (1,093,347). Capitalised borrowing costs amounted to EUR 4,457 thousand (6,141).

Parent Company

Cibus Nordic Real Estate AB (publ) is the Parent Company of the Group and owns no properties directly. Its operations comprise owning shares, managing stock market-related issues and Groupwide business functions such as administration, transactions, management, legal issues, project development and finance. The Parent Company's earnings after tax amounted to EUR 3,504 thousand (8,879).

Segment reporting

Cibus reports its operations in the four country segments Finland, Sweden, Norway and Denmark. Of net operating income for the fourth quarter, 68% was attributable to Finland, 13% to Sweden, 15% to Denmark and 4% to Norway. Of the total property value, EUR 1,194,968 thousand (1,249,087) was attributable to Finland, EUR 255,839 thousand (243,180) to Sweden, EUR 277,207 thousand (282,046) to Denmark and EUR 69,894 thousand (76,598) to Norway. See page 31 of this report for more information.

Sustainability

Cibus is driven by the conviction that the decisions we make regarding our property portfolio can contribute to responsible social development. In our acquisitions and management of properties, we seek to foster sustainable development, both for our tenants, as well as for vibrant local communities, and for this to contribute to a favourable long-term profit trend for our shareholders. For Cibus, sustainability entails helping create accessible and climate-smart marketplaces for endconsumers. We achieve this alongside our anchor tenants, who are leading players in the grocery and daily-goods segment in the Nordic region. An example of this is that we grant our tenants access to our large and often flat roofs so that they can install solar panels. Today, 46 (43) of our properties have solar panels. The electricity they generate annually corresponds to the electricity consumption for about 2,596 apartments or for driving more than about 26 million kilometres in an electric car. The annual CO2 reduction is about 680 tCO2. Additional solar panels have already been planned and discussions are in progress with several tenants about installing more. We have also installed solar panels at one property on our own initiative, and we are planning additional installations like this as they are both profitable and good for the environment. Cibus targets being climate neutral by 2030. A plan has been set, with interim milestones, for reducing emissions. Emissions that cannot be completely removed will be compensated.

Because of Cibus's ambitious sustainability objectives, the Company is able to secure green financing. In July 2023, the Company's framework for green financing was updated, with the level of ambition compared with previous frameworks having been raised. At the same time, a framework for sustainabilitylinked financing was also launched, in which the interest expense is linked to the outcome of pre-set sustainability targets. The framework can be used for both bank and bond financing. After the end of the period, a green non-secured bond of EUR 50 million issued under the new green framework.

General information

Cibus Nordic Real Estate AB (publ) ("Cibus"), corporate registration number 559135-0599, is a public limited company registered in Sweden and domiciled in Stockholm. The Company's address is Kungsgatan 56, SE-111 22 Stockholm, Sweden. The operations of the Company and its subsidiaries ("the Group") encompass owning and managing grocery and daily-goods properties.

Risks and uncertainties

Cibus is exposed to a number of risks and uncertainties. The Company has procedures in place to minimise these risks. Cibus also has a strong financial position. In addition to the risks described below, please see the "Risk management" section on pages 45-46 and Note 22 "Financial instruments" on pages 83-86 of the Cibus 2022 Annual Report.

Properties

Changes in property values

The property portfolio is measured at fair value. Fair value is based on market valuations performed by independent valuation institutes, which were Newsec, Cushman & Wakefield and CBRE for this reporting period. All properties are valued by external assessors each quarter.

Ultimately, however, Cibus's Board of Directors and management always determine the value of the property portfolio. Cibus has adopted the external assessors' valuation for the quarter. The average initial yield amounts to 6.4%.

The value of the properties was largely influenced by the cash flows generated in the properties in terms of rental income, operating and maintenance expenses, administration costs and investments in the properties. Therefore, a risk exists in terms of changes in property values due to changes in cash flows as well as changes in yield requirements and the condition of the properties. Risk to the Company includes the risk of vacancies in the portfolio as a consequence of existing leases being terminated and the financial position of the tenants. In turn, the underlying factors influencing cash flow stem from current economic conditions as well as local external factors in terms of competition from other property owners and the geographic location that may affect the supply and demand equilibrium.

Cibus focuses on offering active, tenant-centric management with the aim of creating good, long-term relationships with tenants, which fosters conditions for sustaining a stable value trend for the property portfolio. The Company's property development expertise enables the proactive management of risks pertaining to the properties' values by securing the quality of the holdings.

Rental income

Cibus's results are affected by the portfolio's vacancy rate, customer losses and possibly by the loss of rental income. The (economic) occupancy rate for the portfolio at the end of the period was 94.5% (94.8) and the weighted average unexpired lease term (WAULT) was 5.0 years. About 97% of the Company's income stems from properties rented to tenants in the grocery and daily-goods sector. The risk of vacancies, lost customers and a loss of rental income is impacted by tenants' inclination to continue renting the property and by tenants' financial positions as well as other external market factors.

To manage the risks, Cibus is creating a more diversified contract base but is also continuing to retain and improve existing relationships with the Group's largest tenants, which are leaders in the grocery and daily-goods sector in the Nordic region.

Operating and maintenance expenses

The Group runs a risk of cost increases that are not compensated by regulation in the lease. This risk is limited, however, as 90% of all leases are "triple-net" agreements or net leases, meaning that the tenant, in addition to the rent, pays most of the costs incurred on the property. Even unforeseen maintenance needs pose a risk to operations. Active and ongoing maintenance is conducted to retain and improve the properties' standard and to minimise the risk of needs for repair.

Financing

The Group is exposed to risks associated with financial activities in the form of currency and refinancing risk. Currency risk arises when agreements are signed in currencies other than EUR. Interest-rate risk pertains to the impact on consolidated earnings and cash flow from changes in interest rates. To reduce the risk of interest rate hikes, the Group holds interest rate derivatives in the form of interest rate caps and interest rate swaps, but also loans at fixed rates. Refinancing risk refers to the risk that the Company will not be able to refinance its loans when they matures.. To mitigate the refinancing risk, Cibus collaborates with several Nordic banks and institutions and maintains a maturity structure among its loans to ensure that they do not mature at the same time.

Russia's invasion of Ukraine and the macroeconomic situation

On 24 February 2022, Russia commenced a military invasion of Ukraine. In response, the EU and the US have imposed sanctions against Russia. The war does not affect Cibus's operations directly in the macroeconomic situation in which the company operates, but rather indirectly, through the resulting concerns in the financial markets and rising inflation. To curb inflation, central banks around the world have been raising interest rates at a faster rate than previously seen. It is currently uncertain what effect the war in Ukraine will have on the Nordic economy and the capital and credit market in a longer perspective. In the short term, higher interest rates have had negative effects on Cibus's financial position and earnings.

Accounting policies

Cibus Nordic Real Estate AB (publ) applies the International Financial Reporting Standards (IFRS) as adopted by the EU. This Interim Report has been prepared in accordance with IAS 34 Interim Financial Reporting. Disclosures according to IAS 34 16A are presented in the financial statements and related notes as well as in other parts of the report. The Parent Company applies RFR 2 Accounting for Legal Entities and the Annual Accounts Act.

The accounting policies applied in the interim report correspond to those applied in the preparation of the 2022 Annual Report. Other amended and new IFRS standards and interpretations from IFRS IC taking effect during the year or in future periods are not considered to have any significant impact on the consolidated accounts and financial statements. Assets and liabilities are recognised at cost, other than investment properties and interest-rate derivatives, which are measured at fair value. Refer to pages 72-75 of the most recent annual report for information about fair value measurement.

In preparing the interim report, management must make a number of assumptions and judgements that affect the Group's earnings and financial position. The same assessments and accounting and valuation policies have been applied as those used in the 2022 Annual Report for Cibus Nordic Real Estate AB (publ).

The Company publishes five reports each year: three interim reports, a year-end report and an annual report.

Related-party transactions

The Annual General Meeting of 24 April 2020 resolved to initiate a warrants programme comprising 160,000 options for Cibus's management, excluding the Company's CEO, who has already participated in a warrants programme established by the 2019 Annual General Meeting. The subscription price is set at the average price for the Cibus share on 18-25 May 2020 and amounts to EUR 12.20. Subscription may occur no earlier than 17 April 2023 and continuing for four quarters.

The Annual General Meeting of 15 April 2021 resolved to initiate a warrants programme comprising 120,000 options for Cibus's management, excluding the Company's CEO, who has already participated in a warrants programme established by the 2019 Annual General Meeting. The subscription price is set at the average price for the Cibus share on 18-28 June 2021 and amounts to EUR 20.0. Subscription may take place no earlier than 15 April 2024.

At the Annual General Meeting on 20 April 2022, a resolution was taken to establish a warrant programme of 500,000 options for Cibus's CEO, company management and key employees. The subscription price is set at 110% of the average price for the Cibus's share on 5-9 May 2022 and amounts to EUR 21.48. The options can be subscribed for no earlier than 14 April 2025.

At the Annual General Meeting on 20 April 2023, a resolution was taken to establish a warrant programme of 386,000 options for Cibus's CEO, company management and key employees. The subscription price is set at 110% of the average price for the Cibus's share between 28 April and 5 May 2023 and amounts to EUR 10.41. The options can be subscribed for no earlier than 13 April 2026.

The purpose of the warrants programmes, and the reasons for deviating from the preferential rights of existing shareholders, is to strengthen the connection between management and the shareholder value generated. In this way, the shared interests of Cibus's CEO, management, key employees and its shareholders are considered to increase.

The intention is that the warrant program for Company Management and other employees must reoccur annually.

Nomination Committee

On 22 September, the composition was announced of the Nomination Committee in preparation for the 2024 Annual General Meeting. Appointed as members of the Nomination Committee were Olof Nyström, Fjärde AP-fonden, Johannes Wingborg Länsförsäkringar Fondbolag AB (publ), Markus Dragicevic, appointed by Dragfast AB and Patrick Gylling, Chairman of the Board at Cibus. Olof Nyström was appointed chairman of the Nomination Committee

Annual General Meeting

The 2024 Annual General Meeting is expected to be held at 10:00 a.m. on 15 April at 7A Posthuset, Vasagatan 28 in Stockholm.

Audit

This report has not been subject to review by the Company's auditors.

The Cibus share

Cibus Nordic Real Estate (publ) is listed on Nasdaq Stockholm MidCap. The last price paid for the share on 31 December 2023 was SEK 134.05, corresponding to a market capitalisation of approximately SEK 7.7 billion. At the end of the period, there were approximately 47,000 shareholders. On 31 December 2023, there were 57,246,140 ordinary shares outstanding. The Company has one (1) class of shares. Each share entitles the holder to one vote at the Annual General Meeting.

Events after the end of the period

On 24 January, it was announced that Cibus had issued senior unsecured green bonds for a total EUR 50 million under its MTN programme. The new senior unsecured green bonds have a term of three years, mature at an interest rate of 3 M EURIBOR + 400 bp and ultimately mature on 1 February 2027.

.

Presentation for investors, analysts and media

A live teleconference will be held at 10:00 a.m. (CET) on 29 February 2024, at which CEO Christian Fredrixon and CFO Pia-Lena Olofsson present the report. The presentation will be held in English and will be broadcast live at https://ir.financialhearings.com/cibus-nordicreal-estate-q4-2023. To participate in the conference call, please register your intention to participate via the following link: https:// conference.financialhearings.com/teleconference/?id=5002038. After registration, you will receive a phone number and a conference ID to log in to the conference. The exchange will open at 9:55 a.m. The presentation will subsequently be available at www.cibusnordic.com.

The proposal of the Board of Directors regarding dividends

The Board of Directors intends to propose to the 2024 Annual General Meeting that an unchanged dividend of EUR 0.90 (0.90) per share be paid, divided between 12 payment occasions. The Board of Directors intends to submit a complete proposal with monthly amounts and record dates in connection with the invitation to attend the Annual General Meeting.

OPERATIONS

Declaration by the Board

The Board of Directors and the CEO hereby certify that the report provides a fair and accurate overview of the Company's and the Group's operations, financial position and results, and describes the material risks and uncertainties faced by the Company and the companies included in the Group.

The interim report for Cibus Nordic Real Estate AB (publ) was adopted by the Board on 29 February 2024.

Stockholm, 29 February 2024 Cibus Nordic Real Estate AB (publ) Corporate registration number 559135-0599

Patrick Gylling

Chairman

Elisabeth Norman Victoria Skoglund Nils Styf Stefan Gattberg
Board member Board member Board member Board member
Christian Fredrixon

CEO

This interim report has been published in Swedish and English. In case of any discrepancy between versions, the Swedish version is to take precedence.

This information is of the nature that Cibus Nordic Real Estate AB (publ) is obliged to publish in accordance with the EU Market Abuse Regulation.

Reporting calendar

23 Apr 2024 Interim report Q1
17 Jul 2024 Interim report Q2
5 Nov 2024 Interim report Q3
19 Feb 2025 Year-end report
20 Mar 2024 Annual Report 2023
15 Apr 2024 Annual General Meeting

For further information, please contact

Christian Fredrixon, CEO

[email protected] +46 (0) 8 12 439 100

Cibus Nordic Real Estate AB (publ) Kungsgatan 56 SE-111 22 Stockholm, Sweden

Pia-Lena Olofsson, CFO

[email protected] +46 (0) 8 12 439 100

www.cibusnordic.com

The share and shareholders

Cibus's shares are listed on Nasdaq Stockholm, MidCap

Primary reasons to invest in the Cibus share

14

Cibus's shareholders

Cibus is listed on Nasdaq Stockholm MidCap. Cibus's shares bear the ISIN code SE0010832204. As of 31 December 2023, the company had slightly more than 47,000 shareholders. The 15 largest shareholders hold approximately 46% of the votes. None of these shareholders had a holding amounting to 10% or more of the votes in Cibus as of 31 December 2023.

Shareholders as of 31 December 2023

Name No. of shares Percentage
Länsförsäkringar Fonder 4,669,899 8.2
Fjärde AP-fonden 3,152,647 5.5
Vanguard 2,356,906 4.1
Avanza Pension 2,208,800 3.9
Clearance Capital 1,984,438 3.5
Nordnet Pensionsförsäkring 1,951,084 3.4
BlackRock 1,681,923 2.9
Tredje AP-fonden 1,625,609 2.8
Sensor Fonder 1,438,391 2.5
Dragfast AB 1,400,000 2.5
Handelsbanken Fonder 840,943 1.5
Carnegie Fonder 792,882 1.4
Cardano Asset Management 724,403 1.3
American Century Investment Management 611,764 1.1
Columbia Threadneedle 609,225 1.1
Total, 15 largest shareholders 26,048,914 45.5
Other 31,197,226 54.5
Total 57,246,140 100
Source: Modular Finance

Share price performance

The stock market unease and the turbulence experienced the since the outbreak of war in Ukraine, as well as rising inflation and interest rates have affected Cibus's share price. The closing price for Cibus's share on 31 December 2023 was SEK 134.05, corresponding to a market value of approximately SEK 7.7 billion. Average total turnover in the share in the fourth quarter of 2023 amounted to approximately SEK 65 million per day.

Tenants and lease structure

Tenants

About 97% of net operating income derives from grocery and daily-goods properties. The largest tenants are Kesko, Tokmanni, Coop Sverige, S Group, Dagrofa and Lidl. Other tenants in the grocery and daily-goods trade include NorgesGruppen, Reitan, Coop Danmark, Salling Group and ICA. The adjacent graph shows how net operating income is distributed among properties where the different grocery and daily-goods chains are the anchor tenants.

■ Kesko ■ Tokmanni ■ Coop Sverige ■ S Group ■ Dagrofa ■ Lidl ■ Other grocery and daily-goods ■ Other retail 3% 17% 4% 4% 7% 12% 19% 34%

Summary of leases

The information below shows that the maturity structure of the leases is well distributed over the coming years. The typical lease contains a renewal option clause allowing the tenant to renew the lease, generally for three or five years, under the same terms as the current lease. This occurs in most cases. The table below presents the maturity of the leases if no such options are exercised by the tenant. Because the options are generally exercised, and about the same number leases are extended each year, to date, the average length of the leases has been relatively stable over time. The average remaining maturity of the portfolio is 5.0 years.

■ Agreements valid until further notice

■ Other agreements

Approximately 63% of the lease agreements that would expire in 2024 are valid until further notice, meaning that both the landlord and the tenant have the opportunity to terminate them. Such leases are typical for smaller tenants and this agreement structure provides flexibility for developing the property if, for example, the anchor tenant seeks to expand its premises. In the vast majority of cases, agreements valid until further notice have already continued for quite some time and it can be assumed that neither the landlord nor the tenant will terminate the agreement within the near future.

More than 90% of leases are classified as net leases, meaning that the risk associated with operating costs is very low for the property owner.

The property portfolio

General overview

As of 31 December 2023, Cibus's property portfolio comprised 451 relatively modern store properties, located in various growth regions across Finland, Sweden, Norway and Denmark. About 69% of the portfolio's net operating income for the fourth quarter stems from properties in Finland, 14% from properties in Denmark, 13% from properties in Sweden and 4% from properties in Norway.

About 97% of total rental income derives from grocery and daily-goods properties. The largest grocery and daily-goods chains in the Nordic region perceive the properties as well suited to their operations. Anchor tenants account for 87% of rental income from grocery and daily goods stores and have an average unexpired lease term of 5.7 years. Out of total rental income, 84% comes from grocery tenants.

In the fourth quarter, properties for some EUR 9 million were divested in Finland. For further information, access www.cibusnordic.com.

Anchor tenant No. of
properties
Lettable area, m2 Remaining
term, years
Anchor tenant's
remaining term, years
Anchor tenant's
share of rent
Kesko 147 277,593 4.4 4.8 93%
Tokmanni 53 241,029 4.9 5.4 84%
Coop Sverige 112 124,845 6.1 6.4 96 %
S Group 37 66,857 5.7 6.2 79%
Dagrofa 8 28,495 2.8 4.9 76%
Lidl 7 42,138 6.1 8.0 75%
Other grocery and daily-goods 66 125,029 6.0 6.8 85%
Other retail 21 69,871 2.2 n/a n/a
Total portfolio 451 975,857 5.0 5.7 87%

OPERATIONS

Geographic locations

The portfolio is diversified with favourable market coverage throughout the Nordic region.

Portfolio diversification

No single property in the portfolio accounts for a larger share than 2.0% of the portfolio's total net operating income, eliminating dependency on any individual property. Individually, only one property accounts for more than 1.5% of the portfolio's total net operating income.

Medium-sized supermarkets (1,000-3,000 m2 ) account for most grocery and daily-goods trade in Finland, Sweden, Denmark and Norway and represent the dominant type of store property in the portfolio.

Key figures

Annual net operating income is estimated at about EUR 113.8 million (current earnings capacity), based on Cibus's portfolio as of 1 January 2024.

Number of properties 451
Total lettable area, thousand m2 976
Lettable area/property, m2 2,164
Net operating income (current earnings capacity), EUR million 113.8
Net operating income, EUR/m2
(let area)
125
WAULT, years

20

Financing

Cibus is financed through ordinary shares from shareholders, secured loans from major Nordic banks and institutes, three unsecured bonds, as well as a hybrid bond loan.

Interest-bearing liabilities

Cibus is funded through secured bank loans in EUR, DKK, SEK and NOK, as well as unsecured bonds in EUR and SEK. As of 31 December 2023, the interest-bearing liabilities amounted to EUR 1,065,972 thousand (1,139,341) with a closing average interest rate of 4.5% (3.9). Over the year, interest-bearing liabilities decreased by EUR -73,369 thousand, of which EUR -111,602 thousand pertained to bond repayments, EUR 40,306 thousand pertained to net newly raised bank loans, with the remainder being attributable to exchange rate fluctuations.

Cibus's Finance Policy indicates that the loan-to-value ratio shall be 55-65% and that the interest coverage ratio shall exceed a multiple of 2.0. The terms regulating the bonds outstanding at the end of the year include a covenant requiring the interest coverage ratio to exceed a multiple of 1.75 and the loan-to-value ratio to be below 70%. At the end of the year, the loan-to-value ratio was 57.5 % and the interest coverage ratio was a multiple of 2.2.

Over the year, most of the interest-bearing liabilities were interestrate hedged, meaning that the exposure to floating interest rates is limited over the upcoming 12-month period. At the same time, only a small proportion of the interest-bearing liabilities will mature for renegotiation. Accordingly, ongoing interest expenses from interest-bearing liabilities are sluggish during this period and, all else being equal, achieving the target interest coverage ratio will be possible even on rising market rates.

Bank loan

Of Cibus's external funding sources, 83.8% comprise bank loans. As of 31 December 2023, the Group has bank loans of EUR 918,301 thousand (880,111) with a weighted average floating credit margin of 1.7% and an weighted average capital maturity of 1.9 years. As collateral for the bank loans, Cibus has pledged mortgages in the properties on market terms.

Cibus has bank loans maturing at both fixed and floating interest rates. The portion of these bank loans maturing at floating interest rates are interest-rate hedged by means of interest rate caps and interest rate swaps. The highest interest rate on the bank loans is currently 3.95%, until and including December 2024 and then 4.05% over the first half of 2025. After that, the interest rate hedges gradually mature.

Bonds and hybrid bonds

Of Cibus's external financing sources, 13.5% comprise unsecured bonds for a nominal amount of EUR 147,671 thousand (259,230). In addition, Cibus has a hybrid bond loan of EUR 30,000 thousand (30,000), equivalent to 2.7% of the external financing. All outstanding bonds were issued under the company's MTN programme and are listed on the Nasdaq Stockholm Corporate Bond list.

Cibus did not issue any new bonds during 2023. Early in the year, EUR 14,500 thousand of a bond maturing in September 2023 was, however, repurchased. The remaining debt of EUR 61,800 thousand was then repaid on 19 June. Beyond that, other bonds have been repurchased for a further EUR 33,500 thousand and SEK 21,250 thousand respectively until 30 December 2023, see the table below for more details. In early 2024, a new unsecured three-year green bond was issued (ISIN SE0013361334) for EUR 50,000 thousand at 3M Euribor +4.00%.

Cibus basic prospectus for the MTN programme remains valid, having been approved by the Financial Supervisory Authority on 20 July 2023 and remaining valid for 12 months following that date.

Outstanding bonds and hybrid bonds

Type Maturity ESG CurrencyAmount Own holding Outstanding Reference Credit ISIN
issued amounts interest rate margin
Bond 29 Dec 2024 Green EUR 50,000,000 22,000,000* 28,000,000* 3M Euribor 4.00% SE0013360716
Bond 2 Sep 2025 Green SEK 700,000,000 21,250,000 678,750,000 3M Stibor 5.95% SE0017071517
Bond 1 Dec 2025 - EUR 70,000,000 11,500,000 58,500,000 3M Euribor 7.00% SE0013360849
Hybrid bond -** - EUR 30,000,000 - 30,000,000 3M Euribor 4.75% SE0013360344

* In connection with the issue of a new bond in January 2024, further EUR 6,500,000 was repurchased. Cibus's own holdings subsequently amounted to EUR 28,500,000, with EUR 21,500,000 outstanding.

** First call date 24 Sep 2026.

Interest rate sensitivity analysis

Of the interest-bearing debt of EUR 1,065,972 thousand, EUR 64,805 thousand, or about 6%, are subject to interest rate adjustments within 12 months, see table below. This includes an interest rate cap of EUR 35,000 thousand, corresponding to about 3% of the interest-bearing liabilities and maturing in December 2024. Taking this into account, the exposure to floating interest rates is approximately 3%. The remainder of the interest-bearing liabilities are interest-rate hedged.

Based on reported earnings capacity and taking into account existing loans maturing at fixed interest, as well as other interest-rate hedges, the effect on profit when market interest rates rise by one percentage point is EUR -270 thousand on an annual basis. The effect on profit of a 2% higher market interest rate will be EUR -545 thousand on an annual basis.

Capital and fixed interest structure

The table below illustrates the capital and interest maturity profiles. The capital maturity structure does not include current amortisations. Bonds are reported as amounts outstanding, that is, the amounts issued less Cibus's own holdings as of the balance sheet date. The profile of the fixed interest maturities includes interest rate hedges in the form of interest rate caps, interest rate swaps and loans maturing at fixed interest.

Interest maturity
Secured bank loans Bond Total borrowings Total borrowings
Interval EUR thousand Average
margin
TEUR Average
margin
TEUR Percentage EUR thousand Percentage
0-1 year 1,089 0.5% 28,000 4.0% 29,089 3% 64,805 6%
1-2 years 605,205 1.7% 119,671 6.5% 724,876 68% 487,115 46%
2-3 years 187,203 2.2% - - 187,203 18% 105,043 10%
3-4 years 124,805 0.8% - - 124,805 12% 409,008 38%
Total 918,301 1.7% 147,671 6.0% 1,065,972 100% 1,065,972 100%

Maturity structure for interest rate hedges

The tables below account for all current and agreed interest rate hedges.

Interest rate cap

Amounts in EUR
thousand
Interest rate cap Maturity date
35,000 3M Euribor 2.00% 29 Dec 2024
30,000 3M Euribor 0.50% 16 Jun 2025
105,000 3M Euribor 3.50% 16 Jun 2025
90,000 3M Euribor 1.50% 14 Jul 2025
138,150 3M Euribor 2.00% 30 Sep 2025
50,600 3M Euribor 0.00% 10 Dec 2025
86,000 3M Euribor 2.00% 30 Jan 2026
534,750
Amounts in SEK
thousand
Interest rate cap Maturity date
572,220 3M Stibor 0.25% 4 Mar 2025
110,000 3M Stibor 0.25% 8 Jan 2026
30,000 3M Stibor 3.50% 8 Jan 2026
712,220
Amounts in NOK
thousand
Interest rate cap Maturity date
120,000 3M Nibor 2.50% 15 Oct 2025

90,000 3M Nibor 2.50% 22 Dec 2025 72,275 3M Nibor 4.00% 30 Nov 2026

282,275

Interest rate swaps
Amounts in EUR
thousand
Fixed interest Maturity date
20,000 2.94% 1 Jul 2027
125,000 2.96% 15 Jul 2027
30,000 2.97% 29 Sep 2027
70,000 2.97% 28 Nov 2027
245,000
Amounts in SEK
thousands
Fixed interest
435,000 3.48% 15 Jul 2027
435,000

In early 2024, another interest rate swap of SEK 100 million was put in place, with a fixed interest rate of 3.20% until 8 January 2026.

Financial statements

24

Consolidated income statement

Amounts in EUR thousand Q4
2023
Q4
2022
Jan-Dec
2023
Jan-Dec
2022
Rental income 30,063 28,270 119,128 106,722
Service income 4,632 4,689 20,877 17,297
Operating expenses -5,257 -5,361 -20,195 -20,035
Property tax -1,312 -1,106 -5,081 -4,377
Net operating income 28,126 26,492 114,729 99,607
Administrative expenses -3,695 -2,594 -9,936 -8,531
Net financial items -12,643 -11,494 -52,861 -35,894
Profit from property management 11,788 12,404 51,932 55,182
Realised change in value of investment properties -448 - -125 60
Unrealised change in value of investment properties -31,200 -24,517 -53,416 28,143
Unrealised change in value of interest-rate derivatives -20,800 442 -21,865 14,102
Earnings before tax -40,660 -11,671 -23,474 97,487
Current tax 117 63 -814 -281
Deferred tax 6,634 1,040 4,369 -17,216
Earnings after tax -33,909 -10,568 -19,919 79,990
Average No. of shares outstanding 57,246,140 48,441,792 54,448,046 47,425,672
Earnings per share* before and after dilution, EUR -0.60 -0.23 -0.41 1.66

*Earnings per share include interest on hybrid bonds.

Consolidated statement of comprehensive income

Amounts in EUR thousand Q4
2023
Q4
2022
Jan-Dec
2023
Jan-Dec
2022
Earnings after tax -33,909 -10,568 -19,919 79,990
Other comprehensive income
Translation differences for the period
in the translation of foreign operations
2,460 -876 -1,308 -5,915
Total comprehensive income* -31,449 -11,444 -21,227 74,075

*Earnings after tax and comprehensive income are entirely attributable to Parent Company shareholders.

Consolidated statement of financial position

Amounts in EUR thousand 31 Dec
2023
31 Dec
2022
ASSETS
Non-current assets
Investment properties 1,797,908 1,850,911
Right-of-use assets 10,855 9,986
Other tangible assets 93 117
Intangible assets 113 158
Deferred tax assets 1,880 2,193
Interest rate derivatives 6,044 14,719
Other non-current receivables 37 36
Total non-current assets 1,816,930 1,878,120
Current assets
Rental receivables 639 800
Other current receivables 581 451
Prepaid expenses and accrued income 2,181 4,361
Cash and cash equivalents 31,530 45,994
Total current assets 34,931 51,606
TOTAL ASSETS 1,851,861 1,929,726
Equity
Share capital
572 484
Other contributed capital
Reserves
666,804
-4,339
596,968
-3,031
Profit brought forward, incl. earnings after tax 152 73,387
Equity, excluding hybrid bonds 663,189 667,808
Hybrid bond 30,000 30,000
Total shareholders' equity * 693,189 697,808
Non-current liabilities
Borrowings 1,023,699 1,052,747
Deferred tax liabilities 39,773 45,244
Other non-current liabilities 14,075 13,501
Total non-current liabilities 1,077,547 1,111,492
Current liabilities
Current portion of borrowing 37,816 80,453
Current portion interest rate derivatives 63 1,875
Accounts payable 674 1,132
Current tax liabilities 2,364 1,924
Other current liabilities 4,960 7,951
Accrued expenses and deferred income 35,248 27,091
Total current liabilities 81,125 120,426
Total liabilities 1,158,672 1,231,918
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 1,851,861 1,929,726

*Corresponds to equity attributable to Parent Company's shareholders.

Consolidated statement of changes in equity

Amounts in EUR thousand Equity attributable to Parent Company shareholders
Share capital Other
contributed
capital
Reserves Profit
brought
forward, incl.
earnings
after tax
Total Hybrid bond Total
shareholders'
equity
Opening equity, 1 Jan 2022 440 507,155 2,884 42,783 553,262 30,000 583,262
Earnings after tax Jan-Dec 2022 - - - 79,990 79,990 - 79,990
Other comprehensive income Jan
Dec 2022
- - -5,915 - -5,915 - -5,915
Comprehensive income for the
period
- - -5,915 79,990 74,075 - 74,075
New share issue 44 92,450 - - 92,494 - 92,494
Repurchase of options - -1,303 - - -1,303 - -1,303
Exercise of options - 276 - - 276 - 276
Issue expenses - -2,028 - - -2,028 - -2,028
Tax effect of issue expenses - 418 - - 418 - 418
Dividends to shareholders - - - -47,951 -47,951 - -47,951
Dividend, hybrid bond - - - -1,435 -1,435 - -1,435
Closing equity, 31 Dec 2022 484 596,968 -3,031 73,387 667,808 30,000 697,808
Opening equity, 1 Jan 2023 484 596,968 -3,031 73,387 667,808 30,000 697,808
Earnings after tax Jan-Dec 2023 - - - -19,919 -19,919 - -19,919
Other comprehensive income Jan
Dec 2023
- - -1,308 - -1,308 - -1,308
Comprehensive income for the
period
- - -1,308 -19,919 -21,227 - -21,227
New share issue 88 71,042 - - 71,130 - 71,130
Repurchase of options - -12 - - -12 - -12
Exercise of options - 22 - - 22 - 22
Issue expenses - -1,532 - - -1,532 - -1,532
Tax effect of issue expenses - 316 - - 316 - 316
Dividends to shareholders - - - -50,905 -50,905 - -50,905
Dividend, hybrid bond - - - -2,411 -2,411 - -2,411
Closing equity, 31 Dec 2023 572 666,804 -4,339 152 663,189 30,000 693,189

Consolidated cash-flow statement

Amounts in EUR thousand Q4
2023
Q4
2022
Jan-Dec
2023
Jan-Dec
2022
Operating activities
Earnings before tax -40,660 -11,671 -23,474 97,487
Adjustment for:
– Financial items 1 12,377 10,136 48,249 30,988
– Unrealised changes in value, investment properties 31,200 24,517 53,416 -28,143
– Unrealised changes in value, interest-rate derivatives 20,800 -442 21,865 -14,102
– Unrealised exchange rate differences 601 -1,971 1,785 1,471
Tax paid -37 - -70 -
Cash flow from operating activities before changes in working
capital
24,281 20,569 101,771 87,701
Cash flow from changes in working capital
Change in current receivables 798 449 2,200 -466
Change in current liabilities 1,969 5,769 -2,118 9,145
Cash flow from operating activities 27,048 26,787 101,853 96,380
Investing activities
Property acquisitions -1,041 -19,027 -16,963 -341,858
Property sales 9,487 - 14,518 660
Investments in current buildings -1,354 -2,417 -2,976 -3,714
Other investments - 7 -12 -30
Cash flow from investing activities 7,092 -21,437 -5,433 -344,942
Financing activities
New share issue - - 71,130 92,494
Repurchase of options -12 - -12 -1,303
Exercise of options - -31 22 274
Issue expenses - - -1,532 -2,028
Dividends to shareholders -13,167 -12,111 -45,270 -46,400
Dividend, hybrid bond -675 -449 -2,411 -1,435
Bond repurchases -2,000 - -111,625 -
Proceeds from borrowings - 437,734 61,316 693,170
Repayment of debt -9,310 -399,001 -20,985 -457,662
Loan arrangement fees - -3,009 -1,061 -4,838
Interest paid 1 -11,662 -8,186 -43,554 -25,604
Early redemption fees ¹ -56 -840 -1,859 -2,660
Premium for financial instrument - - -15,012 -
Cash flow from financing activities -36,882 14,107 -110,853 244,008
Cash flow for the year -2,742 19,457 -14,433 -4,554
Cash and cash equivalents at the start of the financial year 34,075 26,637 45,994 51,054
Exchange rate difference in cash and cash equivalents 197 -100 -31 -506
Cash and cash equivalents at the close of the financial year 31,530 45,994 31,530 45,994

1 As of an earlier date, we also include amortisations and accruals of arrangement fees under financial items. Over the period, interest paid and early redemption fees were reclassified to financing activities. The items reclassified to financing activities are those directly linked to the company's loans and bonds as we believe that showing these cash flows in financing activities will provide a fairer view. The comparison periods have also been adjusted.

Parent Company income statement and statement of comprehensive income

Amounts in EUR thousand Q4
2023
Q4
2022
Jan-Dec
2023
Jan-Dec
2022
Operating income 574 773 2,172 2,081
Operating expenses -1,678 -849 -4,046 -3,413
Operating loss -1,104 -76 -1,874 -1,332
Profit/loss from financial items
Interest income and similar income statement items 18,932 10,096 33,578 23,425
Interest expenses and similar income statement items -8,227 -5,220 -24,948 -13,311
Loss after financial items 9,601 4,800 6,756 8,782
Appropriations
Group contributions -1,547 2,025 -1,547 2,025
Earnings before tax 8,054 6,825 5,209 10,807
Tax -2,447 -877 -1,705 -1,928
Earnings after tax* 5,607 5,948 3,504 8,879

*Earnings after tax and comprehensive income are entirely attributable to Parent Company shareholders.

Parent Company Balance Sheet

Amounts in EUR thousand 31 Dec
2023
31 Dec
2022
ASSETS
Non-current assets
Capitalised software expenditure 113 158
Equipment 4 10
Shares in subsidiaries 270,942 261,514
Deferred tax assets 921 1,941
Non-current receivables from Group companies 521,413 513,841
Other non-current receivables 19 3,317
Total non-current assets 793,412 780,781
Current assets
Current receivables from Group companies 53,083 8,761
Other current receivables 100 53
Prepaid expenses and accrued income 105 82
Cash and cash equivalents 7,753 20,368
Total current assets 61,041 29,264
TOTAL ASSETS 854,453 810,045
Equity
Share capital 572 484
Total restricted equity 572 484
Share premium reserve
Hybrid bond
666,804
30,000
596,968
30,000
Profit brought forward -203,165 -158,727
Earnings after tax 3,504 8,879
Total unrestricted equity 497,143 477,120
Total shareholders' equity 497,715 477,604
Non-current liabilities
Bond 118,384 180,419
Interest rate derivatives 1,053 -
Total non-current liabilities 119,437 180,419
Current liabilities
Bond 28,000 76,300
Current liabilities 189,495 62,060
Accounts payable 33 113
Other current liabilities 463 135
Accrued expenses and deferred income 19,310 13,414
Total current liabilities 237,301 152,022
Total liabilities 356,738 332,441
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 854,453 810,045

Segment data

Q4 2023
Amounts in EUR thousand
Cibus
Finland
Cibus
Sweden
Cibus
Norway
Cibus
Denmark
Cibus
Group
Rental income 20,912 3,830 1,112 4,209 30,063
Service income 3,689 401 47 495 4,632
Operating expenses -4,372 -279 -84 -522 -5,257
Property tax -828 -208 -24 -252 -1,312
Net operating income 19,401 3,744 1,051 3,930 28,126
Investment properties 1,194,968 255,839 69,894 277,207 1,797,908
Q4 2022
Amounts in EUR thousand
Cibus
Finland
Cibus
Sweden
Cibus
Norway
Cibus
Denmark
Cibus
Group
Rental income 19,489 3,538 1,194 4,049 28,270
Service income 3,808 458 34 390 4,689
Operating expenses -4,635 -308 -90 -328 -5,361
Property tax -616 -205 -28 -257 -1,106
Net operating income 18,045 3,483 1,110 3,854 26,492
Investment properties 1,249,087 243,180 76,598 282,046 1,850,911
Jan-Dec 2023
Amounts in EUR thousand
Cibus
Finland
Cibus
Sweden
Cibus
Norway
Cibus
Denmark
Cibus
Group
Rental income 83,014 14,851 4,530 16,733 119,128
Service income 15,476 1,543 167 3,691 20,877
Operating expenses -17,185 -1,021 -300 -1,689 -20,195
Property tax -3,171 -801 -100 -1,009 -5,081
Net operating income 78,134 14,572 4,297 17,726 114,729
Investment properties 1,194,968 255,839 69,894 277,207 1,797,908
Jan-Dec 2022
Amounts in EUR thousand
Cibus
Finland
Cibus
Sweden
Cibus
Norway
Cibus
Denmark
Cibus
Group
Rental income 77,159 13,796 4,144 11,623 106,722
Service income 14,364 1,639 112 1,182 17,297
Operating expenses -17,665 -1,016 -237 -1,117 -20,035
Property tax -2,649 -839 -99 -790 -4,377
Net operating income 71,209 13,580 3,920 10,898 99,607
Investment properties 1,249,087 243,180 76,598 282,046 1,850,911

The first properties in Denmark were acquired on 6 April 2022. Prior to that the property portfolio was located entirely in Finland, Sweden and Norway.

"Since many of the leases are triple-net leases, whereby the tenants cover the majority of the expenses, net operating income is one of the most important comparative figures and the level at which the Board of Directors monitors the operations per segment.

NOTE 1 – FINANCIAL INSTRUMENTS – FAIR VALUE

Financial instruments valued at fair value in the Statement of financial position comprise interest rate derivatives. To determine fair value, market interest rates are applied for each maturity noted on the balance sheet date, as well as generally accepted calculation methods. Accordingly, as in the preceding year, fair value has been determined in accordance with level 2 in the value hierarchy. Interest rate ceilings are valued by discounting future cash flows to their present value, while instruments with option components are valued at their current repurchase price, as obtained from the relevant counterparty. On the balance sheet date, fair value amounted to EUR 5,981 thousand (12,844).

The carrying amounts for financial assets and liabilities are considered to be reasonable approximations of fair value. According to the company's assessment, there has been no change in market interest rates or credit margins since the interest-bearing loans were raised, that would have a significant impact on the fair value of the liabilities. The fair value of rental receivables, other receivables, cash and cash equivalents, accounts payable and other liabilities does not differ significantly from the carrying amount, as these have short maturities.

Key figures, Group

Unless otherwise stated, in EUR thousands. Q4
2023
Q4
2022
Jan-Dec
2023
Jan-Dec
2022
Rental income 30,063 28,270 119,128 106,722
Net operating income 28,126 26,492 114,729 99,607
Profit from property management 11,788 12,404 51,932 55,182
Earnings after tax -33,909 -10,568 -19,919 79,990
No. of shares outstanding 57,246,140 48,441,792 57,246,140 48,441,792
Average No. of shares outstanding 57,246,140 48,441,792 54,448,046 47,425,672
Earnings per share, EUR1 -0.60 -0.23 -0.41 1.66
EPRA NRV/share, EUR 12.5 14.7 12.5 14.7
EPRA NTA/share, EUR 12.5 14.7 12.5 14.7
EPRA NDV/share, EUR 11.8 13.7 11.8 13.7
Investment properties 1,797,908 1,850,911 1,797,908 1,850,911
Cash and cash equivalents 31,530 45,994 31,530 45,994
Total assets 1,851,861 1,929,726 1,851,861 1,929,726
Return on shareholders' equity, % -19.1 -6.0 -2.9 12.5
Senior debt LTV ratio, % 51.1 47.6 51.1 47.6
Net debt LTV ratio, % 57.5 59.1 57.5 59.1
Interest coverage ratio, multiple 2.2 3.1 2.2 3.1
Equity/asset ratio, % 37.4 36.2 37.4 36.2
Debt/equity ratio, multiple 1.7 1.8 1.7 1.8
Surplus ratio, % 93.6 93.7 96.3 93.3
Economic occupancy rate, % 94.2 94.7 94.5 94.8
Proportion grocery and daily-goods stores, % 92.8 94.1 92.8 94.1

¹ *Earnings per share include interest on hybrid bonds, before and after dilution

Definitions of key figures

The company presents certain financial performance measures in the interim reports that are not defined in accordance with IFRS. The company is of the opinion that these performance measures provide valuable supplementary information to investors and the company's management, since they enable an evaluation of the company's performance. Since not all companies calculate financial performance measures in the same way, they are not always comparable with the performance measures used by other companies. Therefore, these performance measures are not to be considered a replacement for measures defined in accordance with IFRS. The following financial performance measures are not defined in accordance with IFRS: EPRA NAV per share; EPRA NTA per share; EPRA NDV per share; Senior debt LTV ratio; Net debt LTV ratio; Interest coverage ratio, Economic occupancy rate and The Proportion of grocery and daily-goods stores.

Definitions for these and other financial performance measures are presented under "DEFINITIONS" in the following section.

Key figures Definition Purpose
Earnings per share Earnings after tax, plus interest on hybrid bonds, divided by the average
number of shares outstanding.
Earnings per share is used to highlight shareholder earnings after tax per
share.
EPRA NRV/share Equity, excluding hybrid bonds, with reversal of derivatives, deferred tax
and unpaid dividends, in cases where the record date has not yet passed,
divided by the number of shares outstanding.
Adjusted EPRA NAV/share highlights long-term net asset value per share,
adjusted for unpaid dividends, unless the record date has not yet passed
for the company's stakeholders.
EPRA NTA/share Equity, excluding hybrid bonds, with reversal of intangible assets, reversal
of derivatives, deferred tax and unpaid dividends, in cases where the record
date has not yet passed, divided by the number of shares outstanding.
EPRA NTA/share highlights current net asset value per share, adjusted for
unpaid dividends, unless the record date has not yet passed for the com-
pany's stakeholders. Since Cibus's aims to own the properties long-term,
this key figure does not deviate from the long-term EPRA NRV.
EPRA NDV/share Equity with reversal of derivatives, deferred tax receivables and unpaid
dividends, in cases where the record date has not yet passed, divided by
the number of shares outstanding.
EPRA NDV/share highlights the disposal value per share, adjusted for
unpaid dividends, unless the record date has not yet passed for the
company's stakeholders.
Return on equity, % Earnings after tax divided by average equity. At the end of the interim
period, the return has been recalculated on an annual basis.
Return on equity illustrated Cibus's capacity to generate profit on share-
holder capital and hybrid bond loans.
Senior debt
LTV ratio, %
Interest-bearing secured liabilities divided by the market value of the
properties.
Cibus uses this key figure to highlight the company's financial risk in
relation to secured debt.
Net debt
LTV ratio, %
Interest-bearing liabilities decreased by cash and cash equivalents and
short-term financial investments divided by the market value of the
properties.
Cibus uses this key figure to highlight the company's financial risk in
relation its company's net debt.
Interest coverage ratio Net operating income less administration expenses and plus financial inco-
me divided by interest expenses including hedging expenses for interest
rate ceiling have been recalculated on a full-year basis.
Cibus uses this key figure to highlight how sensitive the company's
earnings are to interest rate fluctuations.
Equity/asset ratio, % Equity (equity including hybrid bonds and untaxed reserves less deferred
tax) divided by total assets.
The equity ratio is used to illustrate Cibus's financial stability.
Debt/equity ratio,
multiple
Total liabilities divided by equity. The debt/equity ratio illustrates the extent to which Cibus is leveraged in
relation to shareholder capital.
Surplus ratio, % Net operating income in relation to rental income. Cibus uses this key figure to measure profit from property management
before taking into account financial income and expenses, as well as
unrealised changes in value.
Economic
occupancy rate, %
Rental income in relation to rental value. This key figure is used to highlight vacancies where a high economic
occupancy rate, as a percentage, reflects a low economic vacancy rate.
Proportion grocery and
daily-goods stores, %
The area used for grocery and daily-goods stores divided by the total
property area.
The company uses the key figure to highlight the company's exposure to
grocery and daily-goods properties.

Reconciliation of alternative key figures

Unless otherwise stated, in EUR thousands. Q4
2023
Q4
2022
Jan-Dec
2023
Jan-Dec
2022
Equity, excluding hybrid bonds 663,189 667,808 663,189 667,808
Reversal of derivatives -5,981 -12,844 -5,981 -12,844
Reversal of deferred tax 37,893 43,051 37,893 43,051
Reversal of unpaid dividends 17,746 12,110 17,746 12,110
EPRA NRV 712,847 710,125 712,847 710,125
No. of shares outstanding 57,246,140 48,441,792 57,246,140 48,441,792
EPRA NRV/share, EUR 12.5 14.7 12.5 14.7
Equity, excluding hybrid bonds 663,189 667,808 663,189 667,808
Reversal of intangible assets -113 -158 -113 -158
Reversal of derivatives -5,981 -12,844 -5,981 -12,844
Reversal of deferred tax 37,893 43,051 37,893 43,051
Reversal of unpaid dividends 17,746 12,110 17,746 12,110
EPRA NTA 712,734 709,967 712,734 709,967
No. of shares outstanding 57,246,140 48,441,792 57,246,140 48,441,792
EPRA NTA/share, EUR 12.5 14.7 12.5 14.7
Equity, excluding hybrid bonds 663,189 667,808 663,189 667,808
Reversal of derivatives -5,981 -12,844 -5,981 -12,844
Reversal of assessed fair value of deferred tax assets -1,880 -2,193 -1,880 -2,193
Reversal of unpaid dividends 17,746 12,110 17,746 12,110
EPRA NDV 673,074 664,881 673,074 664,881
No. of shares outstanding 57,246,140 48,441,792 57,246,140 48,441,792
EPRA NDV/share, EUR 11.8 13.7 11.8 13.7
Earnings after tax -33,909 -10,568 -19,919 79,990
Average equity 709,257 703,770 695,499 640,535
Return on shareholders' equity, % -19.1 -6.0 -2.9 12.5
Senior secured debt 918,301 880,111 918,301 880,111
Investment properties 1,797,908 1,850,911 1,797,908 1,850,911
Senior debt LTV ratio, % 51.1 47.6 51.1 47.6
Liabilities to credit institutions 1,065,972 1,139,341 1,065,972 1,139,341
Cash and cash equivalents -31,530 -45,994 -31,530 -45,994
Net debt 1,034,442 1,093,347 1,034,442 1,093,347
Investment properties 1,797,908 1,850,911 1,797,908 1,850,911
Net debt LTV ratio, % 57.5 59.1 57.5 59.1
Net operating income * 114,729 99,607 114,729 99,607
Administrative expenses * -9,936 -8,531 -9,936 -8,531
Financial income * 981 92 981 92
Total 105,774 91,168 105,774 91,168
Interest expenses including hedging expenses for interest rate caps * -48,081 -29,019 -48,081 -29,019
Interest coverage ratio, multiple (rolling 12 months) 2.2 3.1 2.2 3.1
Equity 693,189 697,808 693,189 697,808
Total assets 1,851,861 1,929,726 1,851,861 1,929,726
Equity/asset ratio, % 37.4 36.2 37.4 36.2
Total liabilities 1,158,672 1,231,918 1,158,672 1,231,918
Equity 693,189 697,808 693,189 697,808
Debt/equity ratio, multiple 1.7 1.8 1.7 1.8
Net operating income 28,126 26,492 114,729 99,607
Rental income 30,063 28,270 119,128 106,722
Surplus ratio, % 93.6 93.7 96.3 93.3
Rental income 30,063 28,270 119,128 106,722
Rental value 31,915 29,848 126,031 112,556
Economic occupancy rate, % 94.2 94.7 94.5 94.8
Grocery and daily-goods properties 905,986 922,531 905,986 922,531
Total property area 975,857 980,576 975,857 980,576
Proportion grocery and daily-goods stores, % 92.8 94.1 92.8 94.1

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