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NSI N.V.

Earnings Release Jan 25, 2024

3867_iss_2023-01-25_3595b4ca-3f6d-45c8-9193-fd6b2b58f09b.pdf

Earnings Release

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PRELIMINARY RESULTS FULL YEAR 2023

  • Back on the front foot: all elements in place to drive differential performance
  • Successful sale of 'ready to go' Laanderpoort development to ING for € 24m
  • Strong operational performance with vacancy rate reduced to 5.2%; like-for-like GRI growth of 7.4%
  • EPRA NTA € 35.3 per share; Capital values down by 17.4% in 2023, reflecting higher rate environment
  • LTV at 31.5% (pro forma for sale of Laanderpoort) basis for € 20m share buyback programme

INDEX

NSI HIGHLIGHTS 3
CEO COMMENTS 4
INCOME, COSTS AND RESULT 5
REAL ESTATE PORTFOLIO 6
BALANCE SHEET, NAV AND FINANCING 10
CONSOLIDATED FINANCIAL INFORMATION 11
EPRA KEY PERFORMANCE MEASURES 17
GLOSSARY 19

FINANCIAL CALENDAR

Publication annual report 2023 8 March 2024 For additional info please contact:
Publication trading update Q1 2024 18 April 2024 NSI N.V.
Publication trading update H1 2024 17 July 2024 Investor Relations
Publication trading update Q3 2024 16 October 2024
Laura Gomez Zuleta
AGM 19 April 2024 T +31 (0)20 763 0300
Ex-dividend date (final dividend 2023) 23 April 2024 E [email protected]
Record date 24 April 2024
Payment date TBC Publication date:

25 January 2024

NSI HIGHLIGHTS

KEY FINANCIAL METRICS1

REVENUES AND EARNINGS

2023 2022 Change
Net rental income 58,421 59,325 -1.5%
Net rental income - like-for-like 58,014 54,849 4.6%
Direct investment result 40,402 42,733 -5.5%
Indirect investment result -182,772 -74,103 146.6%
Total investment result -142,370 -31,370 353.8%
EPRA earnings per share 2.01 2.15 -6.6%
Weighted average number of ordinary shares outstanding 20,117,872 19,869,975 1.2%
EPRA cost ratio (excl. direct vacancy costs) 29.1% 27.8% 1.3 pp

BALANCE SHEET

31 December 2023 31 December 2022 Change
Investment property 1,028,801 1,259,235 -18.3%
Net debt -344,443 -365,480 -5.8%
Other assets / liabilities 25,524 -6,746 -478.4%
Equity 709,882 887,008 -20.0%
EPRA NTA per share 35.30 44.17 -20.1%
Number of ordinary shares outstanding 20,155,221 20,054,240 0.5%
Net LTV 33.0% 28.7% 4.4 pp

KEY ESG METRICS (NON-FINANCIAL) 1

2023 2022 Change
CRREM building energy intensity (kWh/sqm/year)2 130 136
EPC-label (percentage portfolio with label A or better) 95% 88%
GRESB score 94 93

KEY PORTFOLIO METRICS

31 December 2023
Amsterdam Other G4 Other NL TOTAL 31 December 2022 Change
Number of properties 22 14 10 46 49 -6.1%
Market value (€ m)3 588 301 154 1,043 1,275 -18.2%
Lettable area (sqm k) 160.7 125.0 64.9 350.7 382.1 -8.2%
Annualised contractual rent (€ m)4 39 26 12 77 78 -0.9%
ERV (€ m) 44 27 13 84 88 -5.4%
EPRA net initial yield 5.2% 5.7% 5.0% 5.3% 4.6% 0.8 pp
Gross initial yield 7.4% 8.6% 8.1% 7.9% 6.4% 1.5 pp
EPRA vacancy 5.8% 6.0% 1.5% 5.2% 6.2% -1.1 pp
Wault 4.1 3.5 2.9 3.7 3.9 -6.0%

1 These preliminary results are unaudited.

2 2022 figure has been restated to reflect accurate number of square meters. This figure excludes sold assets and developments.

3 Reported in the balance sheet at book value including right of use leasehold (IFRS 16), excluding lease incentives and part of NSI HQ (own use).

4 Before free rent and other lease incentives.

CEO COMMENTS

From challenges to opportunities

At the end of 2023 NSI, with a modest 5.2% vacancy rate, 95% of the portfolio EPC label A or better, a LTV of 31.5% (pro forma), an undemanding gross yield of 7.9%, no capital commitments, a portfolio still full of opportunities and an excellent team ready to drive performance, is very well placed.

2023 proved a robust year operationally, with healthy leasing activity driving record occupancy, like-for-like rental growth of 7.4% and new leases signed on average 2% ahead of ERV.

Given the still muted economic outlook for 2024, we will first and foremost have to make sure that the portfolio continues to perform. Further asset pruning, to increase the focus on Amsterdam, will help drive the overall performance, as will additional targeted investments in sustainability and services.

Successful sale of Laanderpoort project

Following a period of intensive discussions, in January 2024 NSI agreed the sale of the existing Laanderpoort building, together with the plans, permits and agreements for its redevelopment, to ING for a total amount of €24m.

We are pleased with this transaction. Not only is it testament to the quality of the development team (delivering a 'ready to start' project to ING), but it also has released NSI of a sizeable commitment, thereby allowing the pursuit of more profitable investment opportunities elsewhere.

Given the sale of Laanderpoort in combination with the strong balance sheet position, we now feel comfortable to allocate €20m to a share buy-back programme.

Restructuring to prepare for FBI legislative changes

Legislation has now been passed such that as of 2025 FBI's can no longer directly invest in Dutch real estate. NSI NV intends to remain an FBI at least up to the end of 2024. Yet, in 2023 NSI has executed the necessary restructuring to limit the negative impact of this legislative change.

As a result of the restructuring NSI will start to pay some tax in 2023 (ca 2%) and in 2024 (ca 5-7%). The tax rate beyond 2024 may be higher, dependent on likely further changes to the tax law on interest deductibility for tax purposes, which are expected later this year. At the same time, as a result of the restructuring, a €38.7m deferred tax asset has been accounted for per December 2023.

Meanwhile, we fully support the preliminary discussions by the Dutch Government to establish a new REIT regime, but as we say in Dutch: 'flowers only at the finishing line'.

Back on the front foot

The past four years have generally been challenging for office investors everywhere. Headwinds as Covid, WFH, rising interest rates, lower valuations, high construction costs, environmental requirements and a consolidating, yet much more demanding, customer base have severely altered the business prospects for any office investor compared to the start of this decade.

For NSI – and our shareholders in particular – this has also been a painful reset period, given the changes to the FBI tax regime as well. That being said, we are confident that all of the elements are now in place for NSI to be back on the front foot.

The continued asset pruning and deleveraging in recent years, in combination with a strong focus on sustainability and services, whilst scaling back the development pipeline for now, coupled with the strategic review of the entire business in 2023, provide a sound basis for 2024 and beyond.

Outlook 2024

We continue to see the long term investment case for high quality, sustainable and amenitised offices in growth locations.

The wider office market reset will increasingly drive new opportunities as not all owner/operators have the stamina, knowledge, time or money to once again get ahead of the curve. This is particularly so for the brown-to-green conversions that are bound to be necessary to keep up with the rising trend in demand for the best product.

There is a moment to put the balance sheet to work and we are coming nearer that point. Dutch office capital values are down substantially from the peak, with NSI's own capital values down 21% over the same period, and we are starting to see deals emerge that exceed our implied cost of capital. Having said that, given prevailing market conditions we are in no rush to deploy capital at this stage.

Whilst we have scaled back development in 2023, it remains a core competency to the business. The team will continue to explore opportunities still embedded in the portfolio but, as the sale of Laanderpoort shows, we are and will remain flexible in how these opportunities are eventually monetised.

Whilst we appreciate liquidity in the market is limited at this stage, we expect the year 2024 to bring new opportunities for further asset rotation. We will also explore in more detail the possibilities to use private/JV capital for this purpose.

In line with previous guidance, we will propose to the AGM a full year dividend of €1.52 per share, equating to a final dividend of €0.77 per share. This dividend will be payable in May.

We forecast a post-tax EPRA EPS of € 1.85-2.00 per share for the full year 2024, subject to further asset rotation.

Bernd Stahli

INCOME, COSTS AND RESULT

Introduction

EPRA earnings in 2023 amount to € 40.4m compared to € 42.7m in 2022 (- 5.5%). The decrease in EPRA earnings is the result of lower net rental income, higher administrative and financing costs, and corporate income tax as a result of the restructuring in preparation of the legislative changes in the FBI regime as from 2025. EPRA EPS is € 2.01, 6.6% lower than last year.

EPRA NTA is at € 35.30, down 20.1% or € 8.87 per share compared to the end of 2022, primarily due to the negative revaluation of the investment portfolio in 2023.

Rental income

Compared to last year gross rental income is flat, at € 71.2m. The positive effect of indexation was offset by the effect of disposals in the past two years (- € 2.7m) and the transfer of Laanderpoort to developments in February 2023 (- € 2.2m). On a like-for-like basis gross rental income increased by € 4.9m (7.4%), mainly due to lease indexation in H2 2022 and 2023.

Non-recoverable service costs are € 0.6m higher than in the same period last year, which is the result of higher vacancy in the first half of 2023 and of caps on charges to some tenants.

Operating costs are € 0.2m (1.8%) higher compared to 2022, with lower letting costs (- € 0.2m) and lower costs for technical consultancy (- € 0.4m) being offset by higher property taxes (+ € 0.2m) and maintenance (+ € 0.5m) costs.

Net rental income amounts to € 58.4m, down € 0.9m (- 1.8%) versus 2022. The NRI margin is 82.1%, down 1.1 bps versus last year.

Net rental income increased by 4.6% on a like-for-like basis; the increases in Amsterdam, Other G4 and Other Netherlands were respectively 3.8%, 6.0% and 4.3%.

Administrative costs

Administrative expenses are € 0.6m higher compared to 2022, entirely due to one-off costs in relation to the announced change in tax regime.

Net financing costs

The direct net financing costs increased by 4.0% (€ 0.3m) compared to last year, caused by higher interest costs (€ 1.3m), reflecting higher interest rates, and higher capitalised interest related to development projects (€ 1.0m).

Indirect result

The investment portfolio incurred a negative revaluation of € 224.0m (- 17.4% at market value) compared to the end of 2022. The result on sales concluded in 2023 amounts to € 5.4m. A negative markto-market effect on interest rate swaps (- € 2.8m) and other indirect costs (- € 0.1m) result in an indirect result before tax of - € 226.7m.

Corporate income tax

To limit the negative impact of the changes to the FBI-regime per 2025, NSI has restructured the business in 2023. As a result € 0.6m in tax will be paid on the direct result of 2023.

The tax on the indirect result amounts to € 38.7m, which has been added to deferred tax assets in the balance sheet. The total indirect result amounts to € 182.8m negative.

Post-closing events

On 24 January the sale and transfer of Laanderpoort to ING was completed, for a total amount of € 24.0m. This is in line with the year-end valuation of the asset.

Income segment split

2023
Other
Amsterdam Other G4 Netherlands Corporate TOTAL 2022
Gross rental income 35,600 24,185 11,415 71,199 71,309
Service costs not recharged -1,083 -864 21 -1,926 -1,322
Operating costs -5,182 -3,966 -1,704 -10,852 -10,663
Net rental income 29,335 19,355 9,731 58,421 59,325
Administrative costs -9,120 -9,120 -8,566
Earnings before interest and taxes 29,335 19,355 9,731 -9,120 49,301 50,759
Net financing result -8,349 -8,349 -8,024
Direct investment result before tax 29,335 19,355 9,731 -17,469 40,953 42,735
Corporate income tax -550 -550 -2
Direct investment result / EPRA earnings 29,335 19,355 9,731 -18,019 40,402 42,733

REAL ESTATE PORTFOLIO

Three assets were sold during 2023: HNK Den Bosch, HNK Ede and Donauweg, Amsterdam. The combined proceeds of these disposals were € 33.9m (before transaction costs) reflecting on average a 19.8% premium over December 2022 book values. No acquisitions were made in 2023.

Portfolio breakdown – 31 December 2023

# Assets Market
value (€ m)
Market
value (%)
Amsterdam 22 588 56%
Other G4 14 301 29%
Other Netherlands 10 154 15%
TOTAL 46 1,043 100%

Vacancy

The EPRA vacancy at the end of 2023 is 5.2%, down from 6.2% at the end of 2022. On a like-for-like basis the vacancy decrease was -0.3%.

The vacancy rate at year-end includes 0.7% strategic vacancy for Alexanderpoort, Rotterdam, part of which is being kept vacant ahead of a refurbishment. Adjusted for this, the vacancy rate at year-end of 2023 is 4.5%.

The total tenant retention rate for 2023 was lower than usual, at circa 57%.

EPRA vacancy

Dec. 2022 L-f-l Other Dec. 2023
Amsterdam 7.0% 0.1% -1.3% 5.8%
Other G4 6.1% -0.2% 0.0% 6.0%
Other Netherlands 4.1% -2.0% -0.5% 1.5%
TOTAL 6.2% -0.3% -0.7% 5.2%

Rents

On a like-for-like basis, gross rents are up by 7.4% in 2023. Indexation accounted for most of the increase (6.4%).

Like-for-like growth gross rental income

2023 2022 L-f-l
Amsterdam 35.5 33.3 6.8%
Other G4 24.0 22.1 8.3%
Other Netherlands 11.3 10.5 7.2%
TOTAL 70.8 65.9 7.4%

Net rents increased by 4.6% on a like-for-like basis in 2023. The more limited increase was mainly a result of higher scheduled maintenance costs in 2023.

Like-for-like growth net rental income

2023 2022 L-f-l
Amsterdam 29.8 28.7 3.8%
Other G4 19.0 17.9 6.0%
Other Netherlands 9.2 8.8 4.3%
TOTAL 58.0 55.5 4.6%

Reversionary potential / ERV bridge

In 2023 ERVs increased by 1.9%. In Amsterdam the highest increase in ERVs was recorded in the more inner city locations (2.5%). In Other G4, Utrecht had the highest increase with 2.5% and in Other NL, Leiden ERV's were up most at 5%.

Like-for-like growth ERV (€m)

Dec. 2023 Dec. 2022 L-f-l
Amsterdam 44 43 1.4%
Other G4 26 26 2.1%
Other NL 13 13 3.2%
TOTAL 83 81 1.9%

As per 2023 the investment portfolio is 2.4% reversionary, down from 6.1% at year-end 2022. This is mainly the result of higher contract rent levels, mostly attributable to indexation. Amsterdam remains the most reversionary segment (5.2%).

New lease contracts were signed on average at approximately 2% above ERV in 2023.

Reversionary potential

Dec. 2023 Dec. 2022
Amsterdam 5.2% 11.0%
Other G4 -3.0% -0.6%
Other NL 4.1% 3.6%
TOTAL 2.4% 6.1%

The WAULT of the portfolio is 3.7 years. Contracts representing an annualised rental income of € 12.2m (16% of total annualised rental income) are set to expire in 2024. This includes €3.8m in flexible lease contracts with maturities of one to three months, which typically are just rolled over.

EPRA yields

The EPRA net initial yield is up by 70bps to 5.3% in 2023. This reflects both yield expansion and the impact of higher rents. The higher interest rate environment has resulted in a dearth of liquidity in the investment market prompting appraisers to take a more conservative stance to reflect this.

Portfolio yields

EPRA net initial Gross initial Reversionary
yield yield yield
Dec. Dec. Dec. Dec. Dec.
2023 2022 2023 2022 2023 2022
Amsterdam 5.2% 4.4% 7.4% 5.9% 8.3% 7.0%
Other G4 5.7% 4.9% 8.6% 7.2% 8.9% 7.6%
Other NL 5.0% 4.6% 8.1% 7.0% 8.6% 7.5%
TOTAL 5.3% 4.6% 7.9% 6.4% 8.5% 7.3%

Valuations

The portfolio valuation is down by 17.4% over the 12-month period (-16.9% excluding development properties.). H1 saw a revaluation of -9.1%, with H2 seeing the remainder of the decline to reflect deteriorated market conditions and continued lack of liquidity.

The valuation decline is almost entirely attributable to yield expansion as a result of higher interest rates and the collapse in investment volumes. The largest capital value decline was seen in Amsterdam (-20.7%), given the lower starting yields.

The weakness in the investment market extends beyond offices, as our Leiden Bio-Science Park assets contributed most to the valuation decline in "Other G4", with a 13% decline in capital values in 2023.

Revaluation

Market Revaluation
value (€ m) Positive Negative TOTAL %
Amsterdam 588 -154 -154 -20.7%
Other G4 301 -45 -45 -13.1%
Other NL 154 -26 -26 -12.8%
TOTAL 1,043 -225 -225 -17.4%

Capital expenditure

Capex is € 19.5m of which € 2.4m is defensive. The € 15m of offensive capex includes € 5.5m for the development projects.

Capital expenditure

Offensive Defensive TOTAL
Amsterdam 12.3 2.7 15.1
Other G4 3.1 1.0 4.1
Other NL 0.2 0.2 0.3
TOTAL 15.6 3.8 19.5

Amsterdam

Vacancy decreased from 7.0% to 5.8% as a result of the disposal of Donauweg in Q3 2023, which was entirely vacant, as well as occupancy gains in HNK Zuidoost and Centerpoint II.

The tenant retention rate during 2023 was 57%.

Key metrics Amsterdam

2023 2022 Change
Number of properties 22 23 -4.3%
Market value (€ m) 588 730 -19.5%
Market value asset (€ m) 27 32 -15.9%
Lettable area (sqm k) 161 178 -9.7%
Ann. contract rent (€ m) 39 40 -1.7%
Average rent / sqm 259 243 6.7%
ERV (€ m) 44 47 -8.1%
EPRA vacancy 5.8% 7.0% -1.2 pp
EPRA net initial yield 5.2% 4.4% 0.8 pp
Gross initial yield 7.4% 6.0% 1.5 pp
WAULT 4.1 4.1 -0,5 pp

Other G4

The EPRA vacancy rate for Other G4 is 6.0%, down from 6.1% at year-end 2022. The vacancy includes 2.2% in strategic vacancy for Alexanderpoort, where several floors are being held vacant as part of a major refurbishment.

Alexanderhof was let to the Rotterdam Municipality in 2023 and is now reclassified as investment property.

The retention rate for 2023 amounts to 42.7%.

Key metrics Other G4

2023 2022 Change
Number of properties 14 14
Market value (€ m) 301 342 -12.0%
Market value asset (€ m) 21 24 -12.0%
Lettable area (sqm k) 125 122 2.6%
Ann. contract rent (€ m) 26 24 6.9%
Average rent / sqm 220 213 3.6%
ERV (€ m) 27 26 4.4%
EPRA vacancy 6.0% 6.1% -0.1 pp
EPRA net initial yield 5.7% 4.9% 0.8 pp
Gross initial yield 8.6% 7.2% 1.5 pp
WAULT 3.5 4.0 -13.5%

Other Netherlands

The vacancy rate was 1.5%, down from 4.1% at year-end 2022. The vacancy in Life Sciences assets in Leiden remains 0%.

The retention rate in this segment is 83.7%.

Key metrics Other Netherlands

Dec. 2023 Dec. 2022 Change
Number of properties 10 12 -16.7%
Market value (€ m) 154 203 -24.1%
Market value asset (€ m) 15 17 -8.9%
Lettable area (sqm k) 65 82 -21.0%
Ann. contract rent (€ m) 12 14 -11.9%
Average rent / sqm 195 180 8.6%
ERV (€ m) 13 15 -13.7%
EPRA vacancy 1.5% 4.1% -2.5 pp
EPRA net initial yield 5.0% 4.6% 0.4 pp
Gross initial yield 8.1% 7.0% 1.1 pp
WAULT 2.9 3.3 -11.5%

Development and renovations

In line with the prevailing difficult overall market conditions, NSI has revisited the risk/return prospects of its developments and decided to scale back its near-term initiatives.

Laanderpoort was sold to ING in January 2024 for € 24m, which is the price for the existing Laanderpoort buildings, along with the plans, permits and agreements for its redevelopment.

Vitrum has been leased on a flexible basis to generate some rental income, whilst the legal process to obtain permits for the redevelopment continues to be pursued.

The decision to postpone the Well House project was made in late 2022 and the project remains suspended until further notice.

At year-end 2023 both the Laanderpoort and Vitrum assets were included in IPUC, as well as the accumulated capitalised costs for Well House.

Movement table investment property under construction

TOTAL
Balance 1 January 2023 59.1
Capital expenditure (Investments) 5.5
Capitalised interest 2.4
Revaluation -31.2
Transfer from / to operation 23.5
Balance 31 December 2023 59.2
Market value 31 December 2023 59.0

Sustainability

The share of Label A Energy Performance certificates increased to 95%, from 88% in 2023. The percentage Breeam 'Very Good' and 'Excellent' labels increased to 75% from 63% in 2023.

NSI was awarded 5 stars in the GRESB sustainability assessment for the third year running and achieved 94 points, its best score to date, making it 'sector leader at the Global and Regional levels'.

NSI also obtained EPRA's sBPR Gold award.

A++ A+ A B C D E F & G 29% 23% 29% 7% 6% 6% 2017 44% 26% 5% 6% 4% 2018 74% 12% 2020 80% 7% 10% 2% 2021 2023 65% 8% 4% 10% 13% 2022 61% 16% 3% 3% 2019

EPC energy performance certificates by value

NSI remains committed to staying below the CRREM reduction pathway for Dutch Offices. In 2023 NSI remained well below the Dutch average and reduced its energy intensity by ca 3% vs. 2022. As higher levels of efficiency are approached, marginal reductions become more difficult to achieve.

BALANCE SHEET, NTA AND FINANCING

In 2023 NSI has executed a necessary restructuring to limit the negative impact of the forthcoming changes in the applicable corporate tax legislation in 2025. As a result NSI has transferred assets into (wholly-owned) separate legal entities in order to operate a model whereby NSI NV acts as an FBI with indirect investments in property.

The various property owning subsidiaries are subject to normal corporation tax as per 2023. The capital structures of the subsidiaries are comparable with the financing structure of the group. Moreover, following IFRS guidelines, the balance sheet now includes a €38.7m deferred tax asset reflecting temporary differences between the book value of assets and liabilities and their values for tax purposes.

Net tangible assets

EPRA NTA per end of December 2023 is € 711m, down 19.7% compared to the end of 2022 (€ 886m), largely as a result of a negative revaluation of the investment portfolio. Due to a small rise in the number of shares following the issuance of the stock dividend, EPRA NTA per share decreased by 20.7% from € 44.17 at the end of 2022 to € 35.30 at the end of 2023.

Funding

During the first half of 2023, NSI renewed its secured loan with Berlin Hyp for an amount of € 55m, whereby the maturity has been extended by four years from June 2023 to June 2027. An interest rate swap matching the maturity and outstanding amount on the loan has been closed at 3.3%, impacting the cost of debt.

Net debt

Dec. 2023 Dec. 2022 Change
Debt outstanding 335.0 353.2 -18.2
Amortisation costs -1.4 -1.6 0.2
Book value of debt 333.6 351.6 -18.0
Cash and cash equivalents -0.2 -0.2 0.0
Debts to credit institutions 11.0 14.0 -3.0
Net debt 344.4 365.5 -21.0

Net debt is down by € 21.0m compared to the end of December 2022. This is primarily due to disposals totalling € 33.9m (net of transaction costs) and partly offset by investments totalling € 19.5m.

At the end of 2023 NSI has circa € 290m of committed undrawn credit facilities at its disposal. The average loan maturity is 4.5 years (December 2022: 4.7 years), with no loans maturing until 2026. This ensures sufficient flexibility and capacity.

At year-end 83.6% of debt drawn is unsecured (91.2% of available debt) due to a repayment of ca € 10m at the extension of the secured loan in June (from € 65m to € 55m). The a≠verage cost of debt has increased from 2.0% to 3.2% in 2023 due to the expiration of swaps and the closing of new swap contracts, and increased (short term) interest rates.

Leverage and hedging

The LTV is 33.0% at the end of 2023, 4.3 percentage points higher compared to December 2022 (28.7%), driven by negative revaluations of assets in 2023 and partly offset by lower net debt.

The ICR stands at 5.5x at the end December 2023, compared to 6.3x at the end of December 2022. This is the result of higher net financing expenses and a slightly lower NRI during 2023, due to disposals. The ICR remains firmly above the 2.0x covenant.

Covenants

Covenant Dec. 19 Dec. 20 Dec. 21 Dec. 22 Dec. 23
LTV ≤ 60.0% 27.4% 29.2% 28.2% 28.7% 33.0%
ICR ≥ 2.0x 6.8x 7.2x 6.5x 6.3x 5.5x

NSI is using swaps to hedge interest rate risk on variable rate loans. Due to the expiration of € 148m of swaps and closing only € 55m of new swaps, the volume hedge ratio has decreased to 82.1% (target range: 70-100%) from 104.0% in December 2022. The weighted average maturity for the derivatives and fixed rate loans is 4.9 years at the end of December 2023. The maturity hedge ratio is 107.7% (target range 70-120%).

CONSOLIDATED FINANCIAL INFORMATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 December 2023

( x € 1,000)

2023 2022
Gross rental income 71,199 71,309
Service costs recharged to tenants 13,475 11,020
Service costs -15,402 -12,343
Service costs not recharged -1,926 -1,322
Operating costs -10,852 -10,663
Net rental income 58,421 59,325
Revaluation of investment property -223,959 -76,826
Net result on sale of investment property 5,388 32
Net result from investments -160,150 -17,470
Administrative costs -9,120 -8,566
Other income and costs -81 -210
Financing income 37 278
Financing costs -8,385 -8,302
Movement in market value of financial derivatives -2,771 2,902
Net financing result -11,120 -5,122
Result before tax -180,471 -31,368
Corporate income tax 38,101 -2
Total result for the year -142,370 -31,370
Other comprehensive income / expense
Total comprehensive income / expense for the year -142,370 -31,370
Total comprehensive income / expense attributable to:
Shareholders -142,370 -31,370
Total comprehensive income / expense for the year -142,370 -31,370
Data per average outstanding share:
Diluted as well as non-diluted result after tax (€) -7.08 -1.58

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

for the year ended 31 December 2023

( x € 1,000)

31 December 2023 31 December 2022
Assets
Investment property 1,028,801 1,259,235
Intangible fixed assets 32 72
Tangible fixed assets 3,835 4,063
Financial fixed assets 0 0
Deferred tax assets 38,654
Other non-current assets 12,069 13,659
Non-current assets 1,083,389 1,277,027
Debtors and other receivables 3,963 1,403
Derivative financial instruments 1,163
Deferred tax assets 70
Cash and cash equivalents 202 196
Current assets 4,235 2,763
Total assets 1,087,625 1,279,790
Shareholders' equity
Issued share capital 74,171 73,800
Share premium reserve 915,068 915,447
Other reserves -136,988 -70,868
Total result for the year -142,370 -31,370
Shareholders' equity 709,882 887,008
Liabilities
Interest bearing loans 333,632 285,984
Derivative financial instruments 1,608
Deferred tax liabilities 2
Other non-current liabilities 4,533 3,744
Non-current liabilities 339,775 289,727
Redemption requirement interest bearing loans 65,656
Debts to credit institutions 11,012 14,037
Creditors and other payables 26,956 23,361
Current liabilities 37,968 103,054
Total liabilities 377,743 392,782
Total shareholders' equity and liabilities 1,087,625 1,279,790

CONSOLIDATED CASH FLOW STATEMENT

for the year ended 31 December 2023

( x € 1,000)

2023 2022
Result from operations after tax -142,370 -31,370
Adjusted for:
Revaluation of investment property 223,959 76,826
Net result on sale of investment property -5,388 -32
Net financing result 11,120 5,122
Corporate income tax -38,101 2
Depreciation and amortisation 638 739
Movements in working capital: 192,228 82,658
Debtors and other receivables -626 1,667
Creditors and other payables 3,403 -1,894
2,777 -228
Cash flow from operations 52,635 51,061
Financing income received 37 278
Financing costs paid -11,012 -8,545
Tax paid -15 6
Cash flow from operating activities 41,645 42,800
Purchases of investment property and subsequent expenditure -19,469 -12,682
Proceeds from sale of investment property 34,052 17,067
Investments in intangible fixed assets 0 -31
Investments in tangible fixed assets -104
Disinvestments in tangible fixed assets 4
Cash flow from investment activities 14,583 4,255
Dividend paid to the company's shareholders -34,757 -30,078
Proceeds from interest bearing loans 10,000 5,000
Transaction costs interest bearing loans paid -242 -339
Repayment of interest bearing loans -28,200 -43,200
Cash flow from financing activities -53,199 -68,617
Net cash flow 3,030 -21,563
Cash and cash equivalents and debts to credit institutions - -13,840 7,723
balance as per 1 January
Cash and cash equivalents and debts to credit institutions - -10,810 -13,840
balance as per 31 December

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

for the year ended 31 December 2023

( x € 1,000)

2023

Issued share Share premium Other reserves Result for the Shareholders'
capital reserve year equity
Balance as per 1 January 2023 73,800 915,447 -70,868 -31,370 887,008
Total result for the year -142,370 -142,370
Total comprehensive income / expense for the year -142,370 -142,370
Profit appropriation - 2022 -31,370 31,370
Distribution final dividend - 2022 372 -379 -19,633 -19,640
Interim dividend - 2023 -15,116 -15,116
Contributions from and to shareholders 372 -379 -66,120 31,370 -34,757
Balance as per 31 December 2023 74,171 915,068 -136,988 -142,370 709,882

2022

Issued share Share premium Other reserves Result for the Shareholders'
capital reserve year equity
Balance as per 1 January 2022 72,489 916,768 -161,762 120,961 948,457
Total result for the year -31,370 -31,370
Total comprehensive income / expense for the year -31,370 -31,370
Profit appropriation - 2021 120,961 -120,961
Distribution final dividend - 2021 398 -403 -17,464 -17,470
Interim dividend - 2022 913 -918 -12,603 -12,608
Contributions from and to shareholders 1,310 -1,321 90,894 -120,961 -30,078
Balance as per 31 December 2022 73,800 915,447 -70,868 -31,370 887,008

SEGMENT INFORMATION

2023

Statement of comprehensive income

Amsterdam Other G4 Other NL Corporate TOTAL
Gross rental income 35,600 24,185 11,415 71,199
Service costs recharged to tenants 5,706 5,782 1,987 13,475
Service costs -6,789 -6,646 -1,966 -15,402
Service costs not recharged -1,083 -864 21 -1,926
Operating costs -5,182 -3,966 -1,704 -10,852
Net rental income 29,335 19,355 9,731 58,421
Revaluation of investment property -153,754 -44,623 -25,583 -223,959
Net result on sale of investment property 5,282 -1 106 5,388
Net result from investment -119,136 -25,269 -15,745 -160,150
Administrative costs -9,120 -9,120
Other income and costs -81 -81
Net financing result -11,120 -11,120
Result before tax -119,136 -25,269 -15,745 -20,321 -180,471
Corporate income tax 38,101 38,101
Total result for the year -119,136 -25,269 -15,745 17,780 -142,370
Other comprehensive income / expense
Total comprehensive income / expense for the year -119,136 -25,269 -15,745 17,780 -142,370
Attributable to shareholders -119,136 -25,269 -15,745 17,780 -142,370

Statement of financial position as per 31 December

Amsterdam Other G4 Other NL Corporate TOTAL
Investment property 579,683 296,245 152,873 1,028,801
Other assets 6,461 4,615 992 46,756 58,824
Total assets 586,144 300,860 153,865 46,756 1,087,625
Non-current liabilities 3,128 932 198 335,517 339,775
Current liabilities 1,781 1,461 724 34,002 37,968
Total liabilities 4,908 2,393 922 369,520 377,743
Purchases of investment property and subsequent expenditures 15,056 4,102 311 19,469

2022

Statement of comprehensive income

Amsterdam Other G4 Other NL Corporate TOTAL
Gross rental income 35,855 22,315 13,139 71,309
Service costs recharged to tenants 4,667 4,129 2,225 11,020
Service costs -5,188 -4,541 -2,613 -12,343
Service costs not recharged -521 -412 -389 -1,322
Operating costs -4,527 -3,774 -2,361 -10,663
Net rental income 30,807 18,129 10,389 59,325
Revaluation of investment property -74,631 -12,105 9,909 -76,826
Net result on sale of investment property 1,187 -1,156 32
Net result from investment -43,824 7,211 19,143 -17,470
Administrative costs -8,566 -8,566
Other income and costs -210 -210
Net financing result -5,122 -5,122
Result before tax -43,824 7,211 19,143 -13,898 -31,368
Corporate income tax -2 -2
Total result for the year -43,824 7,211 19,143 -13,900 -31,370
Other comprehensive income / expense
Total comprehensive income / expense for the year -43,824 7,211 19,143 -13,900 -31,370
Attributable to shareholders -43,824 7,211 19,143 -13,900 -31,370

Statement of financial position as per 31 December

Amsterdam Other G4 Other NL Corporate TOTAL
Investment property 721,552 336,766 200,917 1,259,235
Other assets 6,589 5,284 1,786 6,897 20,556
Total assets 728,140 342,050 202,703 6,897 1,279,790
Non-current liabilities 2,411 820 361 286,135 289,727
Current liabilities 2,458 785 575 99,235 103,054
Total liabilities 4,870 1,606 936 385,370 392,782
Purchases of investment property and subsequent expenditures 10,543 1,561 578 12,682

EPRA KEY PERFORMANCE MEASURES

Overview key performance indicators

2023 2022
€ ' 000 per share (€) € ' 000 per share (€)
EPRA earnings 40,402 2.01 42,733 2.15
EPRA cost ratio (incl. direct vacancy costs) 30.8% 28.8%
EPRA cost ratio (excl. direct vacancy costs) 29.1% 27.8%
EPRA property related capital expenditure 19,425 12,776
31 December 2023 31 December 2022
€ ' 000 per share (€) € ' 000 per share (€)
EPRA NRV 819,913 40.68 987,844 49.26
EPRA NTA 711,460 35.30 885,774 44.17
EPRA NDV 733,561 36.40 918,162 45.78
EPRA LTV 34.4% 29.3%
EPRA net initial yield (NIY) 5.3% 4.6%
EPRA topped-up net initial yield 5.8% 5.0%
EPRA vacancy rate 5.2% 6.2%

EPRA earnings

2023 2022
Gross rental income 71,199 71,309
Service costs not recharged -1,926 -1,322
Operating costs -10,852 -10,663
Net rental income 58,421 59,325
Administrative costs -9,120 -8,566
Net financing result -8,349 -8,024
Direct investment result before tax 40,953 42,735
Corporate income tax -550 -2
Direct investment result / EPRA earnings 40,402 42,733
Direct investment result / EPRA earnings per share 2.01 2.15

EPRA cost ratio

2023 2022
Administrative costs 9,120 8,566
Service costs not recharged 1,926 1,322
Operating costs (adjusted for municipality taxes) 10,852 10,663
Leasehold 0 -3
EPRA costs (including direct vacancy costs) 21,898 20,548
Direct vacancy costs -1,187 -753
EPRA costs (excluding direct vacancy costs) 20,711 19,795
Gross rental income 71,199 71,309
EPRA gross rental income 71,199 71,309
EPRA cost ratio (incl. direct vacancy costs) 30.8% 28.8%
EPRA cost ratio (excl. direct vacancy costs) 29.1% 27.8%

EPRA property related capital expenditure

EPRA capital expenditure 19,425 12,776
Other 715 0
Like-for-like portfolio 13,244 5,648
Development 5,466 7,233
Acquisitions -104
2023 2022

EPRA NAV

31 December 2023 31 December 2022
EPRA NRV EPRA NTA EPRA NDV EPRA NRV EPRA NTA EPRA NDV
IFRS Equity attributable to shareholders 709,882 709,882 709,882 887,008 887,008 887,008
Hybrid instruments
Diluted NAV 709,882 709,882 709,882 887,008 887,008 887,008
Diluted NAV at fair value 709,882 709,882 709,882 887,008 887,008 887,008
Deferred tax in relation to fair value gains of 2 2
investment property
Fair value of financial instruments
1,608 1,608 -1,163 -1,163
Intangibles as per IFRS balance sheet -32 -32 -72 -72
Fair value of fixed interest rate debt
Real estate transfer tax
108,422 23,711 101,999 31,225
NAV 819,913 711,460 733,561 987,844 885,774 918,162
Fully diluted number of shares 20,155,221 20,155,221 20,155,221 20,054,241 20,054,241 20,054,241
NAV per share 40.68 35.30 36.40 49.26 44.17 45.78

EPRA yield

31 December 2023 31 December 2022
Investment property including assets held for sale 1,037,215 1,274,988
Developments -53,730 -58,878
Property investments 983,485 1,216,110
Allowance for estimated purchasers' costs 110,101 109,450
Gross up completed property portfolio valuation 1,093,586 1,325,560
Annualised cash passing rental income 71,835 72,852
Annualised property outgoings -13,725 -11,951
Annualised net rent 58,110 60,901
Notional rent expiration of rent free periods or other lease incentives 5,661 5,940
Topped-up annualised net rent 63,771 66,841
EPRA net initial yield 5.3% 4.6%
EPRA topped-up net initial yield 5.8% 5.0%

EPRA vacancy

31 December 2023 31 December 2022
Estimated rental value of vacant space 4,320 5,510
Estimated rental value of the whole portfolio 83,516 88,317
EPRA vacancy 5.2% 6.2%

GLOSSARY

AVERAGE RENT PER SQM

The total annual contracted rent divided by the total leased square meters.

CERTIFICATION

The percentage of assets within the portfolio that have formally obtained sustainability certification, ratings or labelling valid at the end of the reporting period.

NSI reports on the following certificates:

  • BREEAM (based on sqm);
  • EPC label (based on market value);
  • GRESB-score (expressed as an overall score for total NSI).

COST RATIO (EPRA)

EPRA costs include all administrative costs, net service costs and operating expenses as reported under IFRS, but do not include ground rent costs. These costs are reflected including and excluding direct vacancy costs. The EPRA cost ratio is calculated as a percentage of gross rental income less ground rent costs.

DUTCH REIT (FBI-REGIME)

NSI qualifies as a Dutch Real Estate Investment Trust (fiscale beleggingsinstelling or FBI) and as such is charged a corporate income tax rate of 0% on its earnings. The tax regime stipulates certain conditions, such as a maximum ratio of 60% between debt and the book value of real estate, maximum ownership of shares by one legal entity or natural persons, and the obligation to pay out the annual profit by way of dividends within eight months after the end of the financial year.

Before 2014, activities permitted under FBI legislation were limited to portfolio investments activities only. Effective 1 January 2014, new legislation that allows FBI's to perform enterprise-type business activities within certain limits. These activities must be carried out by a taxable subsidiary and must support the operation of the FBI's real estate business.

EARNINGS (EPRA)

EPRA earnings is a measure of operational performance and represents the net income generated from operational activities. It excludes all components not relevant to the underlying net income performance of the portfolio.

EARNINGS PER SHARE (EPRA)

Indicator for the profitability of NSI; portion of the EPRA earnings attributable to shareholders allocated to the weighted average number of ordinary shares.

ENERGY INTENSITY (CRREM)

The total energy used by renewable and non-renewable resources during a reporting period, normalised by the sum of the CRREM floor area in square meters (gross floor area minus parking garages and outer façade) for the properties in scope.

EPC-LABEL

Energy Performance Certificates (EPCs) tell you how energy efficient a building is and give it a rating from A (very efficient) to G (inefficient)

EUROPEAN PUBLIC REAL ESTATE ASSOCIATION (EPRA)

Association of Europe's leading property companies, investors and consultants which strives to establish best practices in accounting, reporting and corporate governance and to provide high-quality information to investors.

ESTIMATED RENTAL VALUE (ERV)

The estimated amount at which a property or space within a property, would be let under the market conditions prevailing on the date of valuation.

G4

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

GRESB SCORE

The GRESB Score is an overall measure of ESG performance – represented as a percentage (100 percent maximum). The GRESB Score gives quantitative insight into the company's ESG performance in absolute terms, over time and against your peers.

HNK

HNK stands for 'Het Nieuwe Kantoor', (which means 'The New Office'). HNK is NSI's flexible office concept and offers an inspiring environment with stylish workplaces, office spaces, meeting areas, catering facilities and various ancillary services. HNK offers different propositions, including memberships (flexible workstations), managed offices (fully equipped offices), bespoke offices and meeting rooms.

INTEREST COVERAGE RATIO (ICR)

Debt ratio and profitability ratio used to determine how easily a company can pay interest on outstanding debt. The interest coverage ratio is calculated by dividing net rental income during a given period by net financing expenses during the same period adjusted for capitalised interest.

INVESTMENT RESULT - DIRECT

The direct result reflects the recurring income arising from core operational activities. The direct result consists of gross rental income minus operating costs, service costs not recharged to tenants, administrative costs, direct financing costs, corporate income tax on the direct result, and the direct investment result attributable to non-controlling interests.

INVESTMENT RESULT - INDIRECT

The indirect result reflects all income and expenses not arising from day-today operations. The indirect result consists of revaluations of property, net result on sales of investment, indirect financing costs (movement in market value of derivatives and exchange rate differences, corporate income tax on the indirect result, and the indirect investment result attributable to non-controlling interests.

INVESTMENT RESULT – TOTAL

The total result reflects all income and expenses; it is the total of the direct and the indirect investment result.

LEASE INCENTIVES

Adjustments in rent granted to a tenant or a contribution to tenants' expenses in order to secure a lease. The impact of lease incentives on net rental income is straight line over the firm duration of the lease contract under IFRS.

Like-for-like growth figures aim at assessing the organic growth of NSI. In the case of like-for-like rental income the aim is to compare the rental income of all or part of the standing portfolio over a certain period with the rental income for the same portfolio over a previous period (i.e. year-onyear and/or quarter-on-quarter). In order to calculate like-forlike growth, the nominal increase in rent is adjusted for the impact of acquisitions, divestments and properties transferred to and from the development portfolio and between segments (e.g. office to HNK).

LOAN TO VALUE (LTV, NET)

The LTV-ratio reflects the balance sheet value of interest-bearing debts plus short term debts to credit institutions, net of cash and cash equivalents, expressed as a percentage of the total real estate investments, including assets held for sale.

MARKET VALUE INVESTMENT PROPERTY (FAIR VALUE)

The estimated amount for which a property should change hands on the date of valuation between a willing buyer and a willing seller in an arm's length transaction after proper marketing wherein each party had acted knowledgeably, prudently, and without compulsion. The market value does not include transaction costs.

NET ASSET VALUE (NAV)

The net asset value represents the total assets minus total liabilities. At NSI this equates to the shareholders' equity (excluding non-controlling interests as stated in the balance sheet). The NAV is often expressed on a per share basis; in this calculation the number of shares outstanding at reporting date is used rather than the average number of shares is used.

NET ASSET VALUE (NAV, EPRA-DEFINITION)

The EPRA NAV metrics make adjustments to the NAV as per the IFRS financial statements to provide the most relevant information on the fair value of the assets and liabilities, under different scenario's.

  • EPRA net reinstatement value (NRV): assumes that entities never sell assets and aims to represent the value required to rebuild the entity;
  • EPRA net tangible assets (NTA): assumes that entities buy and sell assets, thereby crystallising certain levels of unavoidable deferred tax;
  • EPRA net disposal value (NDV): represents the shareholders' value under a disposal scenario, where deferred tax, financial instruments and certain other adjustments are calculated to the full extent of their liability, net of any resulting tax.

NET MARGIN

The net margin measures operating efficiency; it indicates how effective NSI is in managing its expense base. It is calculated as net rental income as a percentage of gross rental income.

NET RESULT ON SALE OF INVESTMENT PROPERTY

The net result on sales of investment property reflects the disposal price paid by a third party for a property minus the value at which the respective property was recorded in the accounts at the moment of sale, net of sales costs made. The sales costs include costs of real estate agents and legal costs, but can also include internal costs made which are directly related to transaction.

RENT - EFFECTIVE RENT

The effective rent reflects the contractual annual rent after straightlining of rent free periods and rental discounts.

RENT - GROSS RENTAL INCOME (GRI)

Gross rental income reflects the rental income from let properties, after taking into account the net effects of straight lining for lease incentives and key money, including turnover rent and other rental income (e.g. specialty leasing and parking income).

RENT - NET RENTAL INCOME (NRI)

Gross rental income net of (net) costs directly attributable to the operation of the property (non-recoverable service charges and operating costs). Income and costs linked to the ownership structure, such as administrative expenses, are not included.

RENT - PASSING CASH RENT / CONTRACTED RENT

The estimated annualised cash rental income as at reporting date, excluding the net effects of straight-lining of lease incentives. Vacant units and units that are in a rent-free period at the reporting date are deemed to have no passing cash rent.

REVERSIONARY POTENTIAL

This ratio compares the minimum guaranteed rent and the turnover rent to the estimated rental value and as such indicates whether a unit or property is underlet or over-rented.

REVERSIONARY RATE / RESULT FROM RELETTING AND RENEWAL

The reversionary rate measures the rental gain/loss of a deal as the difference between the new rent (after the deal) and the old rent (before the deal).

STANDING PORTFOLIO

Standing portfolio is used in like-for-like calculations and concerns the real estate investments at a specific date that have been consistently in operation as part of NSI's portfolio during two comparable periods. Note that an investment property can be considered both standing and at the same time non standing, depending on the comparison periods used (e.g. year-on-year and quarter-on-quarter).

VACANCY RATE (EPRA)

Vacancy rate (EPRA): reflects the loss of rental income against ERV as a percentage of ERV of the total operational portfolio.

WEIGHTED AVERAGE UNEXPIRED LEASE TERM (WAULT)

This ratio is used as an indicator of the average length of leases in portfolios. It can be calculated over the full lease term of the contracts either up to expiration date or up to break option date.

YIELD

Yield can generally be defined as the income or profit generated by an investment expressed as a percentage of its costs or the total capital invested.

  • Gross initial yield: the passing rent as a percentage of the market value of an object;
  • Net initial yield: the passing rent, net of property related costs, as a percentage of the market value of an object;
  • Net theoretical yield: annualised net theoretical rental income as a percentage of the real estate investments in operation;
  • EPRA net initial yield: annualised net effective cash passing rent (including estimated turnover rent and other recurring rental income) net of non-recoverable property operating expenses as a percentage of the gross market value of the real estate investments in operation;
  • EPRA topped-up net initial yield: EPRA net initial yield adjusted for expiring lease incentives;
  • Reversionary yield: the anticipated yield to which the initial yield will rise (or fall) once the rent reaches the ERV.

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