MERLIN Properties SOCIMI, S.A. (OTCPK:MRPRF) Q1 2024 Earnings Conference Call May 17, 2024 9:00 AM ET
Company Participants
Ines Arellano – Investor Relations
Ismael Clemente – Chief Executive Officer
Conference Call Participants
Ignacio Domínguez – JB Capital
Stephanie Dossmann – Jefferies
Florent Laroche – Oddo
Ben Richford – Bernstein
Thomas Rothaeusler – Deutsche Bank
Fernando Abril – Alantra
Marc Mozzi – Bank of America
Ines Arellano
Good afternoon, ladies and gentlemen. Welcome, and thank you for joining MERLIN’s First Quarter 2024 Trading Update.
As we always do in Q1 and Q3, our CEO, Ismael Clemente, will briefly explain the main highlights of the quarter and will thereafter open the line for Q&A. If you want to raise questions, please press star, followed by number five.
With no further delay, I’ll pass the floor to Ismael. Thank you.
Ismael Clemente
Thank you, Ines. Good afternoon. Welcome to MERLIN Properties’ first quarter results.
As commented by Ines, I will briefly comment on the performance measures — metrics of the company, but I will also add a little summary on the performance of the Mega Plan to-date and then we’ll immediately open the floor for Q&A so that you can make the questions that you want.
The company is off to a very good start of the year as commented on the 31st of — when analyzing the 31st of December results in February. The gross rents have grown like-for-like 3.8%, approximately two-thirds correspond to inflation and one-third to real rental growth. The FFO per share, however, is down 4.4%, owing basically to the drag created by the data center division, which is not yet performing at full steam in income, and however, it is already adding cost to the cost base of the company, and a little higher financial results — I mean, a little higher financial expenses mainly.
The occupancy remains very stable, 95.8%. I mean, you might remember that first quarter in Spain is the quarter in which most renewals take place. So, we normally have a lower first quarter and then recover during the year, but this year has been pretty mild, the effect of the renewals. The activity of the company remains solid in divestments. In the quarter, we only did €3 million, but we have accepted deposits of more than €10 million for close to €80 million of disposals that will happen during the rest of the year. We are talking mainly about miscellaneous assets with no cash flow generation capacity. So, this is very important because what we are trying to do is basically get rid of anything which is not adding to our cash flow given the effort we are making in data centers.
The highlight of the quarter probably has been the upgrade by S&P to BBB+. After long time knocking on the door, we finally got it. It is remarkable because it’s been probably the only company that has been upgraded in the last year. We haven’t conducted any revaluation of the portfolio. So, the NTA per share has gone up slightly. I mean, we will only perform appraisal of the portfolio in June — at the end of June. And we have proposed to the Board and the Board to General Shareholders Meeting distribution of another €0.24 to shareholders, of which €0.01 is pure dividend and the other €0.23 is premium. So, no fiscal impact for those of you who are receiving that money in Spain.
Regarding business performance, the rents like-for-like grew by 2.8% in offices and the release spread was surprisingly positive at 3.4%, increasing compared to the end of the year results. You have to take into account that the CPI impact was completely dissimilar compared to 2023. So, in 2023 at the end of first quarter, we had renewed 38% of our portfolio of rents with a 7.3% average inflation. And this year, we have only — we have renewed 44% of our portfolio with only a 3.4% effect of inflation. So, I think it’s a quite remarkable achievement like-for-like that we are showing to you today. In logistics, 4.9% increase, with 5.2% logistics, pretty much in line with latest available results. And in shopping centers 4.8% and 7.8%, slightly down from last year figures that 12% was clearly unsustainable. I mean, you cannot continue growing at 12% for a long period.
In terms of data centers, by the end of the second quarter, we will have 14 megawatts ready for supply, up from the current 9 megawatts. We are receiving equipment as we speak and we are equipping or we are fitting it out in our existing facilities. So, by the end of second quarter we should be at 14 megawatts capacity. By the end of the third quarter that figure should grow to 26 megawatts. And in the first quarter of ’25, so a delay of one quarter compared to our initial estimate, we will reach 44 megawatts of installed capacity, with Arasur and Barcelona having reached maximum critical power, I mean the power for which the two facilities were originally designed. This is due to the fact that we are diverting some of the equipment that we are receiving in Getafe given the slower ramp up of electricity. We are diverting part of the equipment to Álava and Barcelona. As of end of ’25, fourth quarter ’25, we will reach 60 megawatts of installed capacity and we’ll also reach total maximum design in Getafe where a crucial approval for the additional power has recently been obtained. So, we expect to be able to provide additional color on the utility supply in the second quarter results.
Regarding the construction sites for the second phase, in Arasur, well, as you know, the Arasur 03, the third building is already in operation, and we have obtained license for Arasur 02 for the second building. We are making it — we are building them upside down three to one. 30 megawatts utility were already obtained and are already in place for the existing Arasur 03 building. And we have obtained another 70 megawatts corresponding to 44 megawatts more or less of critical power for the Arasur 03 building. Plus, we have obtained as well another 100 megawatts supply in reserve for the Arasur 01 building at the time it is built, which will be good for something between 50 megawatts and 60 megawatts. That is a little — I mean that will be a little over the 100 megawatts that we initially conceived for this data campus, but we continue sourcing additional electricity because it is highly efficient from a financial perspective to continue building in the same construction yard. So, we are working on another two feeds of electricity and have reserved extra land on site for further buildings. More clarity will be provided during the year.
In Lisbon, we are already reorganizing the plot. We obtained the license for the construction of the data campus. We will start compaction of land in Q3 with the hope that we are finished with compaction and micro-piloting by end of second quarter 2025, moment at which we will start erecting the buildings. In this case, we will start — the initial idea is to start with the generator building, administrative building and two technical buildings, two data centers out of the five that we have on the site. Those two buildings, depending on a number of changes in the design that we are currently negotiating with the authorities, can host between 18 megawatts and 36 megawatts each. So, the power might range between 2 x 18, 36, and 2 x 36, 72. So between 36 megawatts and 72 megawatts for those two initial buildings in Lisbon, of which 30 megawatts have been pre-booked.
Regarding the power feed, we have obtained two feeds, one from EDP, 110 megawatts, and another one from Rede Elétrica Nacional of Portugal of 140 megawatts. So, we are at present enjoying an electricity supply of 260 megawatts, which is good for around 180 megawatts of IT power in case of need. We have in preparation for that we have also reserved some extra land in that location in Lisbon.
What else? I think that is basically all. Regarding the disposals, we have disposed of €79.3 million, were valued in our books at €68.3 million. So, we have made a 16.1% markup to our existing book value. And what is more important we have received €10 million in deposits. So, the idea is to continue making lighter the balance sheet of the company by disposing of everything which is non-cash flowing and trying to concentrate all of our efforts, cash flow and resources into the development of the data center business.
Without further delay, I think I will pass the floor to all of you for Q&A. The whole team is here for your benefit. So, we will be happy to entertain whichever questions you might have. Thank you. Thanks a lot.
Question-and-Answer Session
A – Ines Arellano
Thank you, Ismael. I remind you that for those who want to raise questions, please press star, followed by number five.
We have our first question coming from the line of Ignacio Domínguez from JB Capital. Ignacio, the line is yours.
Ignacio Domínguez
Good afternoon. Thank you for the presentation and taking our questions. I have three if I may. Firstly, could you provide us on the updates on how the data centers expansion plan is going? At what point are you right in terms of potential capital increase?
Ismael Clemente
Sorry…
Ines Arellano
Ignacio, we can’t hear you.
Ignacio Domínguez
Yes. Can you hear me?
Ismael Clemente
We can’t hear you very well. You said that you wanted an update on how data centers are going?
Ignacio Domínguez
Yes. There have been different rumors in press and it will be — I think it will be helpful if you could kindly give us a better idea of the process.
Ignacio Domínguez
Not on data center. You want an update on the press [explicit]? Okay.
Ignacio Domínguez
Yes.
Ismael Clemente
Okay. All right. What else?
Ignacio Domínguez
And the second one is regarding the rental income in data centers for the full year ’24. Will most of this come in the second half? Or should we expect some quarter-on-quarter growth in the second quarter?
Ismael Clemente
No. Okay. So, well, first on the broadly you are referring to the El Economista press article on whether the preferred route for our shareholder — main shareholder was to do a capital increase downstairs at the data center subsidiary versus upstairs et cetera. I would simply say that at present this is press speculation. I think nothing has been decided. I mean, we are at present analyzing — or the Board is at present analyzing the management plans with the help of a couple of investment banks. Those investment banks will momentarily present conclusions or initial conclusions to the Board of Directors. The Board will then enter into some Q&A and information feed with them and with us. And the idea would be to take a decision by summer. That is basically also been — there is no decision taken at the moment. I mean, of course, if you want my opinion, doing a capital increase at the subsidiary level and losing control of that subsidiary of all the options we have on the table is probably the one that I would recommend the least that that is something that will be decided between the Board of Directors and the management team.
Then, regarding the rental income from data centers, that will come really back-ended during the year. And in fact, it will be highly volatile, because one-month delay in obtaining the cash flows may move the cash flows to the following year. So, I mean, be prepared for whatever happens. I mean, we are doing our best. We are helping our clients to do the fit-outs. But it’s not only fit-outs. It’s not only doing the [window bar assembly] (ph) and the deployment of the racks is in some cases, for the client to obtain their own machines, which particularly when we are talking about [indiscernible] machines, that might be subject to some delays. So, we will inform the market as we progress. But I mean, rest assured, we are doing our best in order to improve our figures as much as we can.
Ignacio Domínguez
Okay. Thank you very much.
Ismael Clemente
It’s a pleasure.
Ines Arellano
So, the next question comes from the line of Stephanie Dossmann from Jefferies. Stephanie, the line is yours.
Stephanie Dossmann
Hi. Hello, everyone. I would have three questions as well. The first one regarding the release spreads across the board. It looks to me that in offices, it’s almost 3 times the level of the full year ’23. So, I was wondering about the — I would say the cannibalization between indexation and rental uplift. How does it work? And how — is it sustainable over time?
The second question would be regarding the disposals you achieved or at least you signed and will be completed in the coming quarters, what kind of assets did you sell at a double-digit premium? And maybe how much was the valuation decline on those assets in ’23? And maybe a follow-up on that. How do you see valuation decline or stabilization may be going forward since the revaluation was moderate in full year ’23? Thank you.
Ismael Clemente
Okay, Stephanie. Look, well, regarding the release spread, release spread is a little bit like an accordion. So, sometimes it goes up, sometimes it goes down, and it depends very much on the inflation that you are onboarding on the rents. And it also depends on your delta between passing rents and total reversionary potential, which is also a moving target. So, I mean we have been very, very close from — with our passing rents, very close to market rents, to total reversionary potential.
However, at present, we believe that the market has run slightly faster than we have. So, we believe we have gained a little bit of extra room for this year, for 2024. So I mean, during the year, you will see what is the evolution of that release spread. I mean don’t expect anything major, because, of course, we have been onboarding a lot of inflation in the past three years. And so, don’t expect that the release spread is going to be monstrous, but probably we have a little extra room as compared to where we were at the end of 2023 as appraised by our three appraisals.
Regarding the disposals, basically, I mean, if you want to have like one headline of what we have been doing, what we have disposed is office, land and/or buildings for residential uses. So, what we are doing — what we have been doing is we dispose a plot of land in Valdebebas, north of Madrid, which was originally earmarked for offices. Total buildability was like 26,000 square meters. And this one has been bought for residential use by residential operator. We also have sold or have received a deposit on Atica XIX, which again is offices. It’s an office plot of land with office buildability, that have been also — or will be converted into resi — total buildability is less than 10,000 square meters. And on that one, we have made a very significant premium.
And then, the rest is basically the same, little plots of land and non-core buildings, which are going to be reconverted into resi. This is a major thing happening in the market at present, and it will probably be fostered by a new legislation that should be enacted by the Comunidad de Madrid and the Madrid regional government, which is seeking to increase the supply of new dwellings by converting, let’s say, subpar or sub-quality office buildings into residential across all the regions. So, they are — the political aim is to obtain around 2 million square meters of residential buildability from the office segment, which is pretty interesting, because it is raising a lot of low-quality offer that existed in very — and highly peripheral areas of the city. This is always going to be good in terms of helping, although supply and demand in Madrid are already in a clear equilibrium. It will help that equilibrium by erasing part of the potential supply of low-quality things that could try to compete via price with higher-quality office buildings.
And then, regarding valuations for the first half, what can I say? I mean, if you want my honest opinion, I believe offices will continue to fall, because the market wants that. And I believe our passing yield will continue little by little drifting towards 5%, 5% plus. And then, in shopping centers, probably, we should have already seen the worst behind us. So, I don’t know whether they will start being reappraised up as it is happening in some other countries or even in Spain with our colleagues of Grupo Lar. But at least, the falling values, I believe should now recede significantly.
So, this is what I can say regarding valuations. We will do whatever our appraisers tell us to do. I mean yes, it is — of course, not nice to post a negative number on the net results. But for those of you who are familiar with the way rates work, what is important for US investors, is basically the recurring profit, the FFO. Yes, it affects negatively the LTV, et cetera, but we are not in a bad position regarding LTV.
Stephanie Dossmann
Okay. Thank you.
Ines Arellano
So, the next question comes from the line of [Ben Cilia] (ph) from [indiscernible]. Ben, the line is yours.
Unidentified Analyst
Hi. Good afternoon. Thank you for the presentation and taking my questions. I have three questions, if I may. First one, could you follow up on the preferred alternative? So, I understand that you don’t want to lose control. But if, let’s say, we take that out, so retain control, wouldn’t you say that if you raise equity, the subsidiary level, we can raise at NAV and then if you raise the group level, then you always kind of have to raise below NAV? So, in essence, I’m trying to say that raising at the subsidiary level should be more accretive.
Ines Arellano
He’s asking if we do not lose control on joint venture level, isn’t it more accretive to do it at the joint venture level instead of doing the holdco. Sorry…
Ismael Clemente
If we do not lose control, even if we do not lose control, it is not more accretive. But anyway, I mean, [Benji] (ph), when you do a model downstairs at the subsidiary level, you are on your own regarding debt cost, for example. So, you will be raising debt at prices, which are the prices that you can have at the subsidiary level. So, it’s going to be 6.5%, 7.5%. If you raise debt at the topco, you are going to be raising debt at BBB+ cost. So just by that, the difference in WACC is very significant. On top of that, you have the cost of capital of the breed of investors who are going to get downstairs versus the breed of investors who are going to get upstairs.
So, there’s going to be a significant difference in cost of capital, plus complexity. I mean JVs, the best day for JVs is the day in which you celebrate the marriage, then see them more JVs only go down. So, it is not easy to manage JVs. And if you start creating JVs for offices, for shopping centers, for logistics, like many of you, in some cases, are suggesting, at the end, the company will end up being a holding, a conglomerate of JVs and will be impossible to manage. You will lose, for example, a very important thing for us, which is cash pooling and debt pooling. So, you lose completely the control of the generation of cash downstairs. Any new capital increase you need to do at a subsidiary level, you still need to inject money from the topco. So, you need to raise capital at the topco to inject money into the daughterco. So, I don’t see many advantages of doing it.
But anyway, of course, I mean, there is a lot of science out there and maybe somebody can show to me empirically that it make sense. But I mean from the initial analysis we have done, it is clearly less preferred alternative. I mean, financially speaking, just talking about DPA accretion versus total ownership dilution, it is a much better alternative than doing it at the topco and doing it at the subsidiaryco.
Unidentified Analyst
Okay. I appreciate your comments. And second, on the 2025 guidance, I really couldn’t find a comment in the press release, of course, you earlier mentioned a small delay in the data center rollout. So, could you add more color on the guidance in general?
Ismael Clemente
For — the guidance for ’24, you mean?
Unidentified Analyst
For ’25.
Ismael Clemente
No, for ’25, we don’t provide guidance two years out. I mean, the guidance for this year was €0.59. We are clearly on track to comply with that number or probably with a little bit of luck exceeded. And then, regarding the guide — what you call the guidance of ’25, that was simply an indication of what we think we can achieve. Of course, we are on track to get there, but only God knows. I mean there are many things that can happen between now and the end of ’25. So I mean, it is a highly volatile number. But yes, I mean, we are doing our best to be there or exceed it, if we can.
Unidentified Analyst
Okay. Thank you. And then last question, of course, we saw the Árima proposed takeover yesterday. If you look at the implied numbers, then for Árima’s portfolio, that would imply a net yield of 5.5%. If I’m not mistaken, your portfolio is currently valued at 4.7% gross and maybe close to 7% net yield. So, do you believe there’s a real growth? And why shouldn’t appraisers take this into account?
Ismael Clemente
Well, the Árima portfolio is, I would say, quite dissimilar from ours. The 5.5%, by the way, is implied yield. When you look at our portfolio, our passing yield is 5.1%, but this is with our current occupancy and with rents not updated to market. So, we are probably already above the 5.5% mark. And how can you compare? I mean, in Árima is one logistic — little logistic share and some of its buildings. Our portfolio is a blend of shopping centers, logistics, offices and recently data centers. So, very, very difficult to compare.
I think we are — I mean if you look at the number and if you consider that the appraisers know what they do, which I guess, this is your initial hypothesis, Árima has received or has obtained a premium of 38% to trading price, and around 24% discount to NTA, which is more or less where we are trading today. So, we don’t feel we are in a bad position or have a negative read across from the Árima transaction. Probably much of the contrary. I mean, we see that there is clear appetite now returning to market. We are seeing it also on the underlying transaction market for small tickets. I mean we now have much more leads for the sale of non-core. We see the market reopening in terms of lease activity as well. So, maybe the read across in many cases is positive because at some point, somebody is going to turn their eyes into a company which is valued at present as a real estate, let’s say, plain vanilla real estate company that will, at some point in the future, become a data center company.
Unidentified Analyst
Okay. Thank you. That’s it from my side.
Ines Arellano
Thank you. Next question comes from the line of Florent Laroche from Oddo. Florent, the line is yours.
Florent Laroche
Hi. Good afternoon. So, thank you for this presentation. I would have two questions. My first question would be on the offices. And more specifically on the [occupancy rate] (ph) in Barcelona and Madrid. So, in Barcelona, I think it has decreased by 300 basis points and increased in Madrid by 100 basis points. So, is it possible maybe to have more color on that?
And maybe my second question would be the Mega Plan. So, we understand that you are looking for — that the Board is looking maybe to find to decide or to find a new partner to enter into the capital. But could you maybe tell us — give us maybe more color on the willingness to how do you assess the willingness of the Board to have a new partner to enter into capital? So, what are they ready to accept? And if at the end, you — the Board decided to have a no new partner at MERLIN, so what could be the alternative solutions so that you can start or continue developing the second phase? Thank you.
Ismael Clemente
Okay. Look, regarding the first question, yes, Barcelona has decreased a little bit. Madrid has increased. As a general tone of both markets, I can tell you that in Barcelona, as commented on many occasions, there is a slight oversupply situation on the 22@ area. So, that we are, of course, suffering like the rest of the market players that oversupply in the 22@ areas. In our case, the effect is pretty modest because in the 22@ area, we have one building, which is iconic, Torre Glòries, in which we now have the headquarters — or the regional headquarters of Meta, Oracle and Microsoft. And as such, we are not only well occupied, but also have a building which is clearly highly attractive.
Then, we have another building in which we have the headquarters of Capgemini, which is under a very long-term lease. So, we have, again, no problem with that building, which is mixed use, half of them have offices. And the only building in which we are potentially rent takers and not rent makers is the new 22@ building in which we have, say, half of the building occupied by the headquarters of Schneider Electric. So, we are in good shape with that. And then for the rest of the building, we are multi-tenant and subject to market oscillations. So, very little preoccupation on the situation in Barcelona.
If you look at our numbers compared to the three months of 2023, we have gone down. But if you compare it to the end of the year, we are 1 decimal point up. So, we are from 92.7% to 92.8%. Our forward occupancy report is not giving us any signs of alarm for the rest of the year in Barcelona. So, I wouldn’t be that worried about Barcelona. Yes, it’s a more complicated city. Yes, there is a lot of political noise that we are not worried at present about the situation in Barcelona.
Then, well, regarding Madrid, Madrid is clearly performing. Yes, it’s a much bigger market. So, you cannot expect big oscillations in terms of rent or release spread. But it’s a very solid market. Activity during the first quarter has been very intense. There are a number of big, big, big tenancies out there looking for space. So, we believe the year is going to be interesting and very active in terms of offices in Madrid. And the city is absolutely booming.
One important aspect to mention is, for example, the performance of the A1 corridor, which has been subject to significant debate on many result calls because, as you know, we were suffering from a relatively endemic lack of occupancy in that area at some point in the past, following the absorption of Metrovacesa. We reached a maximum vacancy in the area of close to 100,000 square meters. And that has now been reduced to around 40,000 and going down. I mean, we are at present discussing a number of new deals in the area.
So, probably by year-end, we will continue reducing the vacancy in that particular part of the city, owing to many things. First, renewed activity — renewed lease-up activity in the Madrid market. Second, quality of the buildings we have there. I mean, yes, it’s a new business area. So, it is not CBD. It’s not what you normally like to visit. I mean, it’s not a building located in Castellana, but it’s a highly sought-after area, and at present, with the proximity of Operación Chamartín, many heads of real estate in companies are starting to look at this area with different eyes because they see that it will become first line to Operación Chamartín, which is going to be a major revamping of the north part of the city.
On top of that, the quality of services in the area has significantly improved. We have implemented a number of measures to help our clients transport people to the area. We have even built our building — at present as we speak, we have even built a dedicated lane for buses that will move people in and out that particular area of the city with the cooperation — PPP signed with the municipality of Madrid. And the these together with the redefinition of the North Highway Hub by the municipality of Madrid, according to our traffic engineers, has reduced the average transport times from Moraleja to Plaza De Castilla by around 36% compared to pre-road improvement.
So, pretty interesting area. I believe it’s an area that will little by little find its way in the city. Probably, it will be slightly detrimental to the A2 corridor because, at the end, those are communicating pools, but we are much more exposed to the A1 than we are to the A2. So, no big problem. I’m happy to witness or to see what we are finally seeing because it was always our bet that, that area of Madrid, given its proximity to the CBD, will be the next frontier for office, let’s say, implantation in Madrid.
Okay. Regarding the Mega Plan and the willingness of the BoD to proceed, well, look, the BoD of MERLIN and generally speaking, the BoDs in Spain are subject to the same rules that they are subject in the rest of the world. So, the Board members need to make decisions based on the interest of the company. So, what really is important is the corporate interest rather than any possible self-interest that could eventually arise in some cases. So, we believe that out of common sense, it will — we will continue seeing that the Board of MERLIN will take decisions which are in the best interest of the company, the different alternatives that we have presented show very, very compelling EPS accretion scenarios. So, which significantly or largely offset or more than offset potential ownership dilutions.
I mean we, the people here in this room as we are speaking with you, we own a lot of shares of this company, and we have bought those shares with our money. So, most of our work is invested in this company. We are the first, which are not super happy with an ownership dilution. However, we can easily take that decision if we see that the PPA accretion is going to be very, very significant and will more than offset the ownership dilution. So at the end, if you are working just for the benefit of the company and for the good of the minority shareholders, of course, I believe a judicious decision will be taken. So, we are — at present, we are not worried about the outcome of those conversations. We will continue providing information. We will continue helping on the Q&A. But we are, at present, not worried with the outcome of those conversations.
Florent Laroche
Okay. Thank you very much.
Ines Arellano
Thank you. Sorry, Florent, do you ask something else? Okay. The next question comes from the line of Ben Richford from Bernstein. Ben, the line is yours.
Ben Richford
Hi. Good afternoon. Thanks for taking my questions. Just firstly, on the EPS, now I think previously you’d indicated €0.59 for the year coming and €0.68-plus for the year after. I appreciate you saying maybe that wasn’t formal guidance, but has there something changed, certainly that year after that’s maybe making less comfortable or confident in that growth trajectory? That’s the first question.
And then second question, just on the offices and shopping centers, just the CapEx side of things that you see coming due in your commitments to maintain the quality of the assets for the next couple of years?
And then third question, I think you talked in terms of becoming a data center company. And I know we’ve spoken to the IR team about this. And there seems to be within the company a much greater ambition than you setting out in a way that it becomes, I don’t know, make a number, 50%, 75% data centers at some point. Could you set out more clearly how that’s going to come about? Is it just the sites you’ve got? Is it acquiring more? And will it mean a sell-down of some of those other sectors?
Ismael Clemente
Okay. Look, regarding the EPS, nothing has changed. I mean, we believe the €0.59 guidance for this year will be achieved. So, we are comfortable with the guidance. And regarding the one for next year, we continue working on achieving it, or if we can, exceeding it. So I mean, we will continue doing our best to reach that number. And we will provide you immediate color if we see that there are going to be significant deviations regarding that objective. But please do not call the €0.67 for next year guidance, because it is not a formal guidance. It was simply an indication of where we think we should be next year just to provide you with color of how we are losing a little bit of income as a consequence of the extra drag of expenses we are experiencing from data center, but what happens when the income from data centers comes into fruition. So that was the whole proposal of that analysis.
Regarding offices and shopping centers in terms of CapEx and maintenance CapEx, maintenance CapEx is the same. So, we are not applying significant differences to the maintenance CapEx of those two traditional asset classes for two very reasons, because all the greenization, all the green CapEx has already been incurred. So, now we have the vast majority of our portfolio, both in offices and shopping centers, certified LEED silver or better and being good or better. Of course, we continue refining those certifications. We are trying to upgrade, if possible, one notch or multiple notches, the certifications. But I mean, we are not — now at present, we don’t need to incur very significant CapEx in order to make greener our office or shopping center portfolio.
Regarding WIP, the truth is that once we have finished the Ruiz Picasso building, the WIP this year is going to be focusing mainly on the refurbishment of the Liberdade office building in Lisbon and the Torre Arts, former Galp headquarters in Lisbon. And then, Josefa Valcárcel and Cerro de los Gamos in Madrid, which are a little bit more like bread and butter types of CapEx. So, no significant CapEx in offices. And by the way, I mean, the numbers are good. I mean, we are obtaining very good results of our reconversion programs. I mean we are beating our underwriting assumptions in the buildings that we have recently refurbished.
Regarding how the company will reconvert, look, talking in the beginning of 2024, of what will happen in the future is risky, but I am sure that we will get there simply by converting the 200 megawatts that we have on the belly in operating assets. You will see a very, very significant addition of income and cash flow to the company. So, that in itself will already put the company at around 50% income from DCs. But then, if you have made the math of what I was just commenting to you regarding the utility supply that we have secured in the Basque Country and in Lisbon, you will immediately see that the utility power that we are sourcing probably exceeds the original — the one needed for the original IT power that we have reported to market. And we are reserving extra land. This basically means that our intention is to continue growing in those two big sites because we see that the demand is there.
So, if that happens, of course, we will, little by little grow our CapEx step by step. I mean, we cannot — of course, we cannot run before we walk. I mean we — the first thing we have done is we have developed 60 megawatts with our own money. Then, we are seeking some help from the market to fund the 200-megawatt program. And then, once we are there, we will see what comes next. But of course, data centers are a highly CapEx-intensive animal. But once you have built, it is very profitable annually. So, we — of course, we — it’s a relatively simple math to pro forma the effect that this is going to have on the company.
The immediate question that everyone has is, “Then, will you sell down the offices and the shopping centers?” Well, first, this comes normally from a misconception of both offices and shopping centers. I mean, three years ago, everyone wanted us to sell all the shopping centers, at zero in some cases. I mean, I remember some conversations with some members of the analyst community that wanted us to sell the shopping centers at zero, because they were negative. They were a drag to the value of our company. Thanks God, we didn’t sell, because they continue giving us €125 million, which is good money and performing [stellarly] (ph) for the moment. Will they go down? Of course, as soon as the consumption — private consumption in Spain goes down, they will go down. And so be it, it’s part of real estate, part of cycles. I mean, there is nothing we can complain about that.
And now, it’s offices. Now everyone wants us to sell offices because offices in the US, they are suffering a lot like shopping centers, we’re suffering. I remember people showing to me that deadmalls.com webpage and all that, and now people is talking to me about offices in San Francisco and et cetera. Look, we will do what we can. I mean, of course, we are not alien to the financial world. We know we are a listed company. So, sometimes we know we have to please the crowd. So, in order to please the crowd, we are selling some non-core office buildings. We are trying to reconvert whatever we can into resi. But as a real estate professional, I wouldn’t feel comfortable selling our, let’s say, jewels of the crown in both Madrid, Barcelona or Lisbon at present, particularly in a market which is now at present, a buyer’s market, it’s not a seller’s market.
So, if you sell those buildings, you are not going to be maximizing their value. I mean, the time for maximizing value was probably — is already passed, and we have sold a lot, and we have sold €6.5 billion of assets in the past, obtaining very interesting prices always and have created a lot of value for our shareholders. So, I mean, bear with us a little bit and respect the fact that at present, we don’t believe it’s a good moment to put assets up for sale on a fire-sale basis. So, this is the way I see the future of the company.
Ben Richford
Great. Can I just ask one follow-up? Just the returns on data center, just so that we’re clear on them, you’re sort of indicating a doubling of your investment, which — it sounds fantastic, right? So, why is it that will remain the case and not get competed down? Do you think that’s a realistic scenario? And if it’s not a doubling, maybe you could just clarify exactly the returns on the full pipeline of data centers that you see?
Ismael Clemente
Well, on the current pipeline, which is Phase 1 of the construction, the one which is already done, the returns are already the ones that we explained to all of you, of course, on a stabilized basis. So at present, if you look at our — the real production of money of our data centers, we are running on a negative yield, because we have more cost than income. But once they are stabilized, the yields are the ones that you saw.
For the second phase of construction, you will see that basically the same yields, because the cost of land, which is what really moves the needle in terms of obtaining a 14% yield on cost. The cost of land is the same because that land was transferred to the data center division as part of the initial agreement with our US technology provider. So, the yield on cost will be the same or very similar. Of course, it will be subject to market oscillations. Cost of equipment may eventually harden a little bit, but we also see a very positive trend in rent.
So, let’s see what happens, because the market is still a little bit spoiled from the years in which the only possibility of leasing up a big data center was cloud. And of course, cloud players were an oligopoly of five names. So, the market is clearly affected by that, and there are a number of market rules which have been clearly imposed by a cartel of players that eventually in the future, might significantly vary when you see the diversity of the players which are now crowding the space of artificial intelligence.
So, we see, clearly, we see tension in the top line rent. Plus, I anticipate that at some point, we will also see better gross to net conversions, because the rule of “I pay you a net rent, and I forget about the cost of engineers,” it’s very nice when you are happy with the usual number of engineers that the owner of the facilities are ready to deploy in — on site. But if you have special petitions and you want more engineers per block, you want more mechanical engineers, you want more electrical engineers at some point. I’m sure that new discussions will be open in terms of recovery of common expenses. Likewise, with the usual fixed step-up clauses for CPI indexation, I mean many of those things will be completely reshaping in the future. But I like what I see in terms of demand tension.
Then when you do further developments, of course, the cost of land might be differential, I mean, could be different. However, we still have a lot to do in our own portfolio. And we still have the capacity to find adequate land in many places without going to the mainstream market of simply calling the agents and accepting whatever price they have with electricity supply. I mean, we can obtain electricity supply by ourselves. So, we can buy land and then attach electricity supply. I mean there are, of course, advantages of being a local player for many of those things. So, I’m not sure that we can guarantee you that the returns will continue to be 14%. But I’m sure they will continue being in the region of double digit for quite a while.
At some point, the market will [flow] (ph), the market will be, I would say, commoditized, and anybody will be able to do a data center, as it happened, for example, with logistics. I mean, remember, the first logistics shares we bought in 2015, we bought them at double digit. I mean, 10%, 11%, then we went down with the market to 9%, 8%, 7%. At some point, we stopped buying existing products and started developing ourselves. And the initial developments we did 9%, 8.5%, 8%, 7%, 7.5%.
So, we go with market, but at some point, we normally, at least always in the past, we have always had the discipline to stop. So, we stopped buying assets, office and shopping centers in Spain in 2017. We continued buying something in Lisbon till 2019, then we stopped. We stopped buying new land for logistics about three years ago. So, we normally have enough financial discipline to know when to stop. So, at some point, of course, we will stop buying land for data centers, if we feel that we are no longer earning our cost of capital, you can rest assured.
Ben Richford
Great. Thank you so much. I know I’m taking a little bit of time, but just — and finally, the investment yields on a completed scheme, just to sort of square away, what would you anticipate and what’s the depth of understanding of that estimate?
Ismael Clemente
Well, of course, I don’t have a crystal ball, but I believe, of course, for London is different. But for Spain, I would believe something between 5% and 6.5% should be the investment yield once the scheme is completed and fully let, and I believe with a downward trend, because, as you know, there is clearly a lot of capital out there, who is happy to buy things that are let on a long-term basis and have, let’s say, a high certainty of cash flow. So, now let’s see.
Ben Richford
All right. Thank you so much. Thank you.
Ismael Clemente
You’re welcome, Ben.
Ines Arellano
So, the next question comes from the line of Thomas Rothaeusler from Deutsche Bank. The line is yours.
Thomas Rothaeusler
Hi. Good afternoon. I’ve got, I think, three questions. One on data centers. Can you hear me?
Ismael Clemente
Yes.
Thomas Rothaeusler
Perfect. Yes, one on data centers. Just wondering if you could provide any rough idea about your occupiers there and maybe a rough split of what is hyperscalers and what colocation?
And then, the second is on the master plan funding. One of your peers just announced a major capital increase underwritten by a key shareholder and the contribution of assets in kind. Just wondering if this could be a role model also for you guys.
And then the third point is on the change of your Chairman of the Board. Maybe any comments from your side? Would you regard it as a favorable change for your data center expansion plans?
Ismael Clemente
Okay. Look, regarding occupiers of data centers, this is a world in which disgracefully there is no much information you can provide to market, but what I can tell you is that, as commented on other occasions, we initially thought that our data centers, particularly the one in Barcelona and the one in Madrid will be mainly employed for co-location and a little bit of cloud. That was our original intention. And then, the one in Lisbon and the one in the Basque Country will be more artificial intelligence data campuses.
The truth of it is that in Barcelona, we were lucky enough to link the first ring of the Barcelona Cable Landing Station. So, we became a landing station for a couple of very interesting cables. And as a consequence, the demand we have for that data center is mainly coming from artificial intelligence. So, Barcelona, which was initially earmarked for co-lo and cloud at the end will end up being 85% artificial intelligence and 15% is going to be mainly cloud. I mean what we have there is mainly cloud.
In Madrid, well, we are at least — now we have a much higher visibility on electricity. In Madrid, we don’t have the benefit of the sea. Maybe with climate change, one day, the situation changes. But we don’t have a sea in Madrid, and as a consequence, the data center will be mainly occupied by colocation and cloud in a proportion which is going to be highly favorable to cloud because co-lo in Spain is still mainly residing or living in basements and relatively obsolete data centers from first generation, if you are likely second-generation data center that is not — it’s not easy to move those clients out of those.
And then, Lisbon and the Basque country, at present, yes, we have some cloud, we have some connectivity stations of some hyperscalers, but those are peanuts compared to the AI utilization. So, I believe they are going to be more than 90% AI when — if and when completed. So, AI is clearly weighing a lot on our portfolio at present. And that AI, at least in our experience in the Basque Country and in Barcelona, is mainly American AI, I mean, is American players. As you know, there is a significant shortage of IT capacity in the US. So, they are seeking new computing capacity. And clearly, Spain is well-positioned because of its linking to a number of submarine cables, which reduced very significantly the latency vis-a-vis the US. More importantly, at some point, with the coming into force of the 2026 European Union Data Sovereignty Act, about 3 gigawatts of data of European origin will need to be repatriated into Europe. So that is a very, very interesting prospect for demand, hence why we are trying to line up capacity and be ready for when that happens in the future.
And regarding the capital increase vis-a-vis Colonial. Well, very similar transaction. Well, they conducted a capital increase with a slight premium to trading price. Although it is true that it was a capital increase with a partial contribution of real assets, in our case, of course, we do not want assets. We want cash, because we need the cash for the construction of our data centers. So, the idea will be similar. In our case, it is more an offensive capital increase than a defensive one, because clearly, we don’t have an impending need of restoration of our balance sheet. So, what we want to do is get money to continue doing — building data centers. But yes, very similar. They were lucky to clinch Catalan investor, which is high — super high-quality entering their capital. Let’s see if we can do the same in our company.
And regarding the Chairman, well, our Chairman has been now promoted to the helm of one of the five global businesses of Santander. So, his responsibilities at the bank have been significantly boosted. That means basically that he’s going to be overseeing a business with very, very big number of employees and a very significant balance sheet. His role will be global, so it will entail a lot of traveling. And as a consequence, the bank thought that it was now a good time to replace him by another very traditional and very well-known name within Santander. That also, very interestingly, has been playing the role of Chief of Corporate Development and Chief of Strategy at Santander, which is also very interesting for us because it means that if that is to be read as a message, clearly, they are understanding now that we are a company, we have a strategy. And as such, they are sending us a person with the capacity to understand our strategy and support it for the future. So, of course, it is something that depends on our shareholders. It’s nothing that depends on us or nothing in which we have an influence. So, we have to welcome the new Chairman and continue working on a loyal basis to Santander as we have done in the past following the — these [graceful] events in 2021.
Thomas Rothaeusler
Thank you.
Ines Arellano
The next question comes from the line of Fernando Abril from Alantra. Fernando, the line is yours.
Fernando Abril
Hi. Thank you for taking my question. I have three, please. First, a follow-up on disposals. I don’t know if — have you identified more office buildings with the potential to transform into residential units and whether this is — could be a material amount of assets or not?
Then, second question is with regards to the data centers again. I don’t know — you’ve mentioned about the different alternatives again. I was wondering if you could remind us the schedule that you are right now targeting? I think you’ve mentioned in the last AGM that the decision should be taken before summer and proceeds after summer. So, you should be ready to invest before the end of the year, but just wanted to confirm this.
And then last, again, follow-up on data centers. You’ve mentioned that yield on cost for the Phase 2 could be similar to Phase 1, which is surprising, I think. I don’t know if this is based on the mood you are seeing in the market, or whether you are already having some very preliminary conversations for — with potential clients on, I don’t know, Bilbao or your Lisbon asset? Thank you.
Ismael Clemente
Okay. You’re welcome, Fernando. Look, regarding disposals, of course, we have done an analysis of our existing office portfolio, and we have identified the buildings, which are either automatically or, let’s say, easily convertible into offices, which is a minority of them. And the buildings which can be converted into offices with, let’s say, not minor, but at least I would say, moderate degree of negotiation with the municipalities, because they either allow the conversion in residential because of the general zoning or because they have the technical specifications that allow them to be converted into resi.
Which is another very important aspect because many people ask us why in the US, many people are not converting the big tower into resi. I don’t know what is the zoning or what is the municipal rules in the US, but when you have a 4,000 square meter floor plan type of building in Spain, if you want to reconvert into resi because of the distance to light, you will need to punch the structure and create like holes and that makes that virtually impossible to do anything with those type of buildings. But in Spain, the average type of office building can be relatively easily, if we convert into office because it was already conceived in a block, in a type of block with distances to light, et cetera, which originally were conceived for residential.
So, we have an idea of what can be achieved. It is not material. I mean, at present, clearly, it is not material. It is a good help. We will continue, of course, riding that wave, because it’s an interesting way to dispose of some — well, not necessarily non-core. I mean some of those buildings are good quality buildings. And in some cases, you need to dispose of them even when they are full that the new buyer will wait until they are empty. And in the meantime, while they are preparing all the plans — technical plans, et cetera, they enjoy a rent and then they reconvert into offices. For us, what is really important is whether they bid or do not bid our gross asset value. So, if it is accretive for us, and those are — and they pick different requisites that we have internally established like, for example, is it a building that was on the queue to be converted in green. So, if it was on the CapEx queue, and we can eliminate it from the CapEx queue, that is our double whammy, because you not only bid your JV, but you also eliminate a building that was in the queue and ready to sack CapEx from the, let’s say, finite CapEx effort that the company can make. So, of course, is important.
Then, a second idea that you might be pointing out is the possibility that the Comunidad de Madrid enacts a new legislation allowing for a relatively higher liberty of use and enabling for the change of use of office buildings into resi. We will cross that bridge when we get there. I mean, at present, there is clearly not enough information. There is an anteproyecto, which is a draft law, which is highly incomplete. I mean it’s not technically still in final format, is even technically incorrect in some cases. So, let’s see that draft bill of law evolves in the coming months and what is finally the litigation which is passed by the Comunidad de Madrid. It could be very interesting. I mean, directionally, it is very, very good.
Even if it doesn’t allow us to convert many buildings, directionally, it is very good, because it will wipe out a lot of trash out of the market and it’s going to be good for the rest of the office market. I mean, we have seen in Lisbon what happened when the impatriation law resulted in the residential prices going to the roof. And as a consequence, a lot of bad buildings were reconverted into resi in Lisbon. As a consequence, the stock — the total office stock of the city went down by around 600,000 square meters, and that immediately pushed up the office prices, which remain very high because it is a city in which supply and demand are pretty much in equilibrium and the elimination of the lowest quality office supply clearly resulted in better prices for the rest of the office players.
Then, regarding DCs, the schedule, well, look, at present, the Board will meet with the investment banks with the objective to be as much up to date as much abreast as possible of the business plan or the idea that we have presented to the company by the Board of June. And then, we will try to obtain a decision in the Board of June or maybe the Board of July, but I mean this is initially our idea to obtain some form of decision by the Board of the company by summer. We are on track to get there. So it’s simply a question of continue — we need to continue working.
Then regarding going to market, well, if we go to market seeking for just one potential shareholder taking up the full capital increase, that should be a relatively speedy process. And if the evolution of the share price ends up making more advisable to simply launch something an [NAV] (ph) at market or something similar, it is even steadier. I mean, that is relatively easy to execute. And clearly, the directional movement of the share price is helping us very much in that respect, because it is evident that the market is now buying into the capital increase. The people who is buying the share at the current prices is people who is — who does it even knowing that they are going to be slightly diluted as a consequence of an eventual capital increase, but they don’t care because they believe it is going significantly accretive in terms of BPA and future company performance. So, let’s see what happens, but we will remain perfectly on track.
And then, regarding the Phase 2 of data centers, the Phase 2 construction, the 200 megawatts, well, the reason why we are reliant on the fact that we are going to get a very similar yield on cost is, first, that we are already registered for the supply of the main equipment. So, we have confirmed prices for most of the equipment. So, it’s just a question of making the down payment that we have closed prices for the most critical equipment. Second, the cost of land remains the same at which we contributed for the Phase 1. So, that was a contribution that was from a long time ago. So, having the land and having a relatively cheap land as a consequence of our initial contribution, plus then in terms of cost efficiencies, we have learned a lot. I mean the learning curve has been intense, but we are little by little refining our construction techniques. And in some cases, we are able to beat eventual hikes that we see in the cost of some materials that even at present, we are not seeing big hikes in commodities. I mean, steel is now more or less under control. Prefab concrete is more or less under control. So, we are seeing very, very good dynamics in the market. So, we remain relatively confident.
And regarding rental prices, well, only God knows what will happen in the future, but we have some hints. I mean, in Lisbon, as commented, we have signed now a 30-megawatt pre-book, which is interesting. And we know at which price this can be achieved. So, little by little, of course, we will continue signing other pre-bookings and the trend, as commented before, that we see in rents and the dynamics of the market are tremendously positive.
Fernando Abril
Sorry, Ismael, the last thing you’ve mentioned, 30 megawatts, 3-0, pre-book is like a pre-let, signed pre-let?
Ismael Clemente
No, pre-book and pre-let is different, particularly in Spain, Fernando, because pre-booking is when normally an American counterparty books from you a certain amount of power, okay? It is not yet binding. And then before moving into pre-let, you need to convince the counterparty to sign a Spanish Urban Lease Law contract, which is 180 pages. So it takes you a year-and-a-half working with elusive New York lawyers to convince them that it is the same that just in a different — painted in a different color, that it takes a lot of time to really convert the average American megawatt contract into a city, Spanish square meter contract.
Fernando Abril
Okay. Thank you very much.
Ines Arellano
All right. So, last question comes from the line of [Matthew Romero] (ph) from [indiscernible]. Matthew, the line is yours.
Unidentified Analyst
Yes, hello. Madrid Nuevo Norte, I know this is not top on your priority list with good reason because you are obviously focused on the data centers. But could you please give us an update on this development? And what is the CapEx expected in the next few years, which I know is not a big figure, but if you could please give us an update on this?
Ismael Clemente
Okay. Well, in principle, the transmission of the land is expected for the next month of November. We know that the counterparty is now clearly advancing towards doing it on time. I mean they have been clearing most of the hurdles they used to have from a land register standpoint, because some of the pieces of land come from very, very old deeds of ownership, and they need to be updated to the latest seller. Let’s say, in Spain, the trato needs to be rebuilt in order to make sure that what reads on the deed is the last corporate name of the actual seller, which is going to transmit the land at present. So very interesting effort from the seller side, from the ADIF. And we expect the transmission to take place around the month of November. If the month of November for some reason is not achieved, it will be because of some technical adjustments. But I believe it will be more or less around the date.
Then regarding what continues to happen in the area, well as you know the municipality of Madrid did all the revamping of the northern highway hub. So, that is finished. ADIF is now refurbishing the station. They are well advanced into the refurbishment of the train station. Of course, they are just — at the present they’re just only doing the ground floor. So they have not started with the upper floor. So, it will take time to finish all that refurbishment because they are doing it while they maintain the operation of the train station. It is visible already if you come to our offices, that they have started building on the floor, the steel structures that will support the covering of the railways. So, they are building their structures on the floor and then they will lift those structures and then they will cover that with concrete. So, it is already visible. So, they are working on the piloting of the covering of the railways. They are working on a number of things.
As you might know, the impulse or the original impulse in the initial years of the development is mainly public. I mean we, as private, the only thing we have to do is contribute our pro rata share of the CapEx expenses, which are capped by the contract. That, let’s say, the leadership of the construction of the infrastructure is going to be on public hands. So, all that is also happening. Let’s see, I mean, how the thing will evolve. And as you commented, as you correctly pointed out, our current stake is only 14.56%. It barely represents — the total cost barely represents 1.5% of our balance sheet. When we are fully deployed in terms of capital, the model is giving us less than 4.5% commitment from our total balance sheet at the time when we didn’t count on data centers, by the way. So, 1.5% of our total balance sheet to be committed into the development. So, it’s not going to be very, very relevant for us, but it’s highly transformational for Madrid, as we are already experiencing, as we are already witnessing in the neighboring areas, including the A1 corridor, where the activity has picked up as people is starting to see the proximity of the start of the Chamartin operation.
Unidentified Analyst
Okay. Thank you very much.
Ines Arellano
There’s another question coming from the line of Marc Mozzi from Bank of America. Marc, the line is yours.
Marc Mozzi
Yes. Very good afternoon. Sorry to be the last one. Just a very brief question from my side around this new Chairman of your Board. Do you know him? Have you already met him? And when is he supposed to start his mandate?
Ismael Clemente
Well, it started — Marc, he has yesterday. He was appointed yesterday following the resignation of the current Chairman. And well, I knew him from before. I have the best of opinions about him, very technical personality, very financial mind. And he’s always been doing strategy and corporate development for Santander. He’s been responsible for most of the brilliant transactions that Mr. Emilio Botín did in the early 2000s, including Antonveneta and some others, he was the mastermind behind those transactions. So, clearly, he’s a high-caliber type of person and very efficient and I’m very hopeful that our cooperation with him will be fruitful for the benefit of all the remaining shareholders of the company.
Marc Mozzi
Okay. Have you talked to him already or not yet?
Ismael Clemente
Regarding MERLIN, not yet. Only yesterday, but on a video conference at the Board, but I haven’t yet sat down with him.
Marc Mozzi
Okay. Thank you very much, Ismael. Have a lovely day.
Ismael Clemente
You’re welcome, Marc. Take care. Thank you.
Ines Arellano
So, there are no more questions. Thank you for staying with us for over an hour and a half. We thank you all and we wish you a very good weekend. If you have questions, as always, do not hesitate to contact us. Bye-bye. Thank you.
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