| Thu 10 May 2007, 15:49 | | SRL - SA Retail Properties - Reviewed results anno |
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SRL
SRL
SRL - SA Retail Properties - Reviewed results announcement for the 12 months
ended 31 March 2007
SA Retail Properties Limited
(Reg. No. 1999/025764/06)
Share Code: SRL
ISIN Number: ZAE000034328
Website: www.saretail.co.za
REVIEWED RESULTS ANNOUNCEMENT FOR THE 12 MONTHS ENDED 31 MARCH 2007
* Property acquisition totalling R1,2bn
* Distributable earnings up 9,2%
* Total return to 31 March 2007 33,6%
* Outperformed IPD benchmark
BALANCE SHEET (R`000) Notes Reviewed Audited
2006
ASSETS
Non-current assets
Investment properties 3 195 002 1 788 198
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At valuation 3 262 036 1 846 210
Rental straight line adjustment (72 847) (62 185)
Prepaid letting commission 5 813 4 173
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Rental receivable - straight line adjustment (19 170) 53 929
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3 175 832 1 842 127
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Current assets
Trade and other receivables 127 406 39 348
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Trade and other receivables 35 389 31 092
Rental receivable - straight line adjustment 92 017 8 256
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Properties classified as held for sale 262 190 33 439
Cash resources and short-term investments 69 62 555
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389 665 135 342
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TOTAL ASSETS 3 565 497 1 977 469
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EQUITY AND LIABILITIES
Capital and reserves
Share capital and reserves 761 842 405 647
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Non-current liabilities
Debentures 1 223 913 1 154 210
Fair value of Put obligation - 17 722
Interest bearing borrowings 3.5 210 872 129 543
Deferred taxation 221 732 157 685
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1 656 517 1 459 160
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Current liabilities
Trade and other payables 16 340 26 362
Property acquisition obligation 3.6 1 036 610 -
South African Revenue Services 3 3
Linked unitholders for distribution 94 185 86 297
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1 147 138 112 662
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TOTAL EQUITY AND LIABILITIES 3 565 497 1 977 469
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INCOME STATEMENT (R`000)
Notes Reviewed Audited
2007 2006
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Revenue 296 704 229 800
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Contractual lease revenue 286 263 231 443
Straight line adjustment 10 441 (1 643)
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Net rental from properties 201 292 149 293
Straight line adjustment on operating lease (857) -
Interest earned 2 586 9 947
Finance costs (10 536) -
Capital profit/(loss) on disposal of
investment properties 6 566 (728)
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Net profit before fair value adjustments 199 051 158 512
Write up on revaluation of investment properties 386 719 226 796
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As per valuation 397 160 225 153
Adjusted for rental straight line adjustment (10 441) 1 643
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Surplus/(deficit) on revaluation of
Put obligation 17 721 (5 604)
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Net profit before debenture interest
and taxation 603 491 379 704
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Debenture interest (181 972) (160 727)
Net profit before taxation 421 519 218 977
Taxation (64 049) (107 307)
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Net profit attributable to linked unitholders 357 470 111 670
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Earnings per share (cents)(weighted) 3.4 154,40 49,44
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Diluted earnings per share
(cents)(weighted) 3.4 154,40 49,44
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---------------------------
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Distributable earnings per
linked unit (cents) 3.4 77,71 71,18
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CASH FLOW STATEMENT (R`000)
Reviewed Audited
2007 2006
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OPERATING ACTIVITIES
Cash received from tenants 280 326 216 096
Cash paid to suppliers and employees (107 694) (63 718)
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Cash generated by operating activities 172 632 152 378
Interest earned 2 586 9 947
Distributions to linked unitholders (174 107) (157 323)
Finance costs (10 536) -
Taxation paid (3) (6)
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(9 428) 4 996
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INVESTING ACTIVITIES
Acquisition of investment properties (132 990) (29 213)
Improvements to investment properties (129 941) (171 066)
Disposal of investment properties 58 690 89 475
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(204 241) (110 804)
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FINANCING ACTIVITIES
Share premium expensed (1 752) -
Debentures issued and costs 71 106 (88)
Prepaid distribution received 500 -
Increase in interest bearing borrowings 81 329 106 049
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151 183 105 961
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Net (decrease)/ increase in cash
and cash equivalents (62 486) 153
Cash and cash equivalents at beginning
of the period 62 555 62 402
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CASH AND CASH EQUIVALENTS AT END OF THE PERIOD 69 62 555
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STATEMENT OF CHANGES IN EQUITY (R`000)
Share Non-
Capital Distributable Distributable
& Premium Reserves Reserves Total
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Balance at 31 March 2005 33 238 257 769 3 015 294 022
Net profit attributable
to linked unitholders - - 111 670 111 670
Transfer to
non-distributable reserves - 124 230 (124 230) -
Dividend distributed - - (45) (45)
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Balance at 31 March 2006 33 238 381 999 (9 590) 405 647
Net profit attributable
to linked unitholders - - 357 470 357 470
Share premium expensed (1 752) - - (1 752)
Prepaid distribution
received - - 500 500
Transfer to
non-distributable reserves - 329 686 (329 686) -
Dividend distributed - - (23) (23)
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Balance at 31 March 2007 31 486 711 685 18 671 761 842
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1. OTHER INFORMATION
Reviewed Audited
2007 2006
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Linked units in issue 234 204 993 225 873 826
Weighted average linked units in issue 231 515 833 225 873 826
Net asset value (cents per linked unit) 888 728
(including distribution yet to be paid)
Listed market price (cents per linked unit) 1 225 975
Premium to net asset value 38,0% 33,9%
Vacancy factor (based on lettable area) 2,3% 2,3%
Interest capitalised during the year (R`000) 7 653 7 344
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2. AUDITORS REVIEW STATEMENT
SA Retail`s auditors, KPMG Inc., have reviewed these preliminary financial
results. The unqualified review report is available at SA Retail`s registered
office.
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3. NOTES TO THE FINANCIAL RESULTS
3.1 Accounting policies
The financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRS) and the South African Companies Act,
1973. These policies are consistent with the Annual Financial Statement
accounting policies for the year ended 31 March 2006. Disclosure of these
financial results is in terms of IAS 34, interim financial reporting.
3.2 Change in accounting estimate - Deferred tax on revaluation of investment
property
Historically deferred taxation on investment properties was calculated at
corporate tax rates. In terms of SIC 12 deferred taxation is calculated using
a combination of corporate tax and capital gains tax rates. Buildings are
intended to be realised through rental income and therefore attract deferred
taxation at corporate rates while land is viewed to be realised by disposal
which therefore attracts deferred taxation at the capital gains tax rate.
Investment properties held for sale attract deferred tax at the capital gains
tax rate. Deferred taxation on the change in accounting estimate has been
applied in the current year.
Reconciliation of tax rate
Reviewed Audited
2007 2006
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Taxation as a percentage of profit:
Effective tax rate 15,20% 49,00%
Unrecognised tax on property related assets (15,81%) (49,99%)
Secondary tax on companies - -
Disallowable items 29,61% 29,99%
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Standard tax rate 29,00% 29,00%
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3.3 Capital profit/(loss) on disposal of investment properties
Profits and losses are determined by the difference between net proceeds
received and the last reported property valuation.
3.4 Earnings, diluted earnings, headline earnings and distributable earnings
The earnings, diluted earnings, headline earnings and distributable earnings
for the period 1 April 2006 to 31 March 2007 are calculated as follows:
2007 2006
Cents Cents
R`000 (weighted) R`000 (weighted)
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Earnings and diluted
earnings per share 357 470 154,40 111 670 49,44
Net surplus on revaluation
of investment properties
(net of deferred taxation) (330 533) (142,77) (112 268) (49,70)
(Profit)/Loss on disposal
of investment property (6 566) (2,84) 728 0,32
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Headline earnings
per share 20 371 8,79 130 0,06
Debenture interest 181 972 78,60 160 727 71,16
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Headline earnings per
linked unit 202 343 87,39 160 857 71,22
Straight line adjustment
on operating lease expense 857 0,37 - -
(Surplus)/deficit on
revaluation of Put obligation (17 721) (7,65) 5 604 2,48
Deferred taxation (2 581) (1,11) (5 584) (2,47)
Amortisation of
debenture premium (1 403) (0,61) - -
Prepaid distribution received 500 0,22 - -
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Distributable earnings
per linked unit 181 995 78,61 160 877 71,23
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Distributable earnings per
linked unit (units in issue) 181 995 77,71 160 772 71,18
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Distributable earnings are not impacted by the surplus on revaluation of the
Put obligation (IAS 39 fair value adjustment), which is included in earnings,
diluted earnings and headline earnings per linked unit.
3.5 Interest bearing borrowings
The company as at 31 March 2007 had borrowings amounting to R210,9 million.
These borrowings attract interest at a current variable rate of 10,2% per
annum (prime minus 2,3%). Interest borrowings relate to developments in
progress and completed developments. Interest capitalised during the year
under review amounted to R7,7 million (2006: R7,3 million).
3.6 Property acquisition obligation
This obligation relates to the acquisition of the Sharemax portfolio. This
obligation will be settled by an issue of new linked units which have already
been subscribed for.
3.7 Segment results
On a primary basis, the Company operates in the following geographical areas
of South Africa:
KwaZulu-Natal, Gauteng and Cape Province.
It is the Company`s investment philosophy to invest only in retail property,
therefore the Company can only report on a primary segment.
Period end 31 March 2007
Western
KwaZulu-Natal Gauteng Cape Corporate Total
R`000 R`000 R`000 R`000 R`000
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Income statement
Revenue (external) 149 334 112 703 34 665 2 296 704
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Contractual
lease revenue 145 223 106 876 34 162 2 286 263
Straight line
adjustment 4 111 5 827 503 - 10 441
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Regional result
Net rental income 107 112 80 870 23 559 (10 249) 201 292
Straight line
adjustment on
operating lease (857) - - - (857)
Interest earned 741 288 96 1 461 2 586
Finance costs - - - (10 536) (10 536)
Capital profit on
disposal of
investment properties 1 223 5 343 - - 6 566
Write up on revaluation
of investment property 214 616 158 251 13 852 - 386 719
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As per valuation 218 727 164 078 14 355 - 397 160
Adjustment for rental
straight line (4 111) (5 827) (503) - (10 441)
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Revaluation of
Put obligation - - - 17 721 17 721
Debenture interest (103 743) (75 331) (23 152) 20 254 (181 972)
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219 092 169 421 14 355 18 651 421 519
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Other information
Investment
properties 1 430 089 1 504 873 260 040 - 3 195 002
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At valuation 1 453 569 1 544 024 264 443 - 3 262 036
Rental straight
line adjustment (26 149) (41 814) (4 884) - (72 847)
Prepaid letting
commission 2 669 2 663 481 - 5 813
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Current and other
long-term assets 53 282 190 600 155 727 (29 114) 370 495
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Excluding rental
straight line
adjustment 27 133 148 786 150 843 (29 114) 297 648
Rental straight
line adjustment 26 149 41 814 4 884 - 72 847
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Total assets 1 483 371 1 695 473 415 767 (29 114) 3 565 497
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Debentures - - - 1 223 913 1 223 913
Interest bearing
borrowings - - - 210 872 210 872
Deferred taxation - - - 221 732 221 732
Current liabilities 68 176 50 496 15 115 1 013 351 1 147 138
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Total liabilities 68 176 50 496 15 115 2 669 868 2 803 655
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Acquisition of
investment properties* 157 653 851 804 160 143 - 1 169 600
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*(excluding property acquisition obligation)
3.8 Commitments
Guarantees
Guarantees in lieu of municipal service deposits amount to R3,9 million
(2006: R3,0 million).
Capital expenditure
Capital expenditure amounting to R13,4 million (2006: R153,1 million) has
been authorised for redevelopment and improvements of existing properties.
This expenditure will be funded by existing cash resources, debt facilities
and the issue of equity to vendors.
Property acquisitions
An amount of R270,0 million has been authorised for future property
acquisitions. Arrangements to fund these transactions are in place.
Property disposals
Investment properties to the value of R355,6 million have been approved for
disposal.
3.9 Related party
No other material related parties have been identified in relation to those
disclosed in the 2006 annual report.
3.10 Post balance sheet events
No material post balance sheet events have been identified at the date of this
announcement other than those disclosed in 4.4 below and that SA Retail is now
a subsidiary of SA Corporate Real Estate Fund ("SA Corporate") in terms of
their successful offer to acquire all the linked units.
4. COMMENTARY ON RESULTS
4.1 SA Corporate Real Estate Fund Offer
On 15 January 2007 the directors of SA Corporate advised the Board of
Directors of SA Retail that it was making an offer to the holders of linked
units in SA Retail to acquire all the SA Retail linked units held by them.
The proposed transaction was subject to a number of suspensive conditions
which have now been fulfilled. One of the suspensive conditions of the offer
was that SA Corporate procures acceptances from those SA Retail linked
unitholders holding at least nine tenths of the SA Retail linked units in
issue. Further to this, SA Corporate intends invoking the provisions of
section 440K of the Companies Act, in terms of which SA Corporate will
exercise its entitlement to compulsorily acquire the remaining offer linked
units, with SA Retail becoming
a wholly-owned subsidiary of SA Corporate. Following this, it is intended
that the listing of the SA Retail linked units on the JSE Limited be
terminated.
As of 4 May 2007 SA Retail linked unitholders holding directly and indirectly
approximately 260 401 722 SA Retail linked units, comprising approximately
99,79% of the SA Retail linked units in issue have irrevocably undertaken to
accept the terms and conditions of the offer.
An announcement will be released on Friday, 11 May 2007 regarding the
compulsory acquisition of the remaining linked units in SA Retail in terms of
Section 440K of the Companies Act. The listing of SA Retail linked units will
be suspended on the JSE from Monday, 14 May 2007 and the termination of
listing of these linked units on the JSE is anticipated to be on Friday, 29
June 2007.
4.2 Directorship changes
Following the acquisition of the Company by SA Corporate, Messrs AM Hyatt and
HSC Bester resigned from the Board with effect from 9 May 2007 and Mr RR
Perkin was appointed to the Board. Messrs RA Norton and WJ Swain will remain
as independent non-executive directors of the Company until all remaining
regulatory requirements of the Company are fulfilled and SA Retail is
delisted.
4.3 Results
Unitholders have been advised of the change in the Company`s year end to 30
September and, accordingly, the results reported on are in respect of the 12
months ended 31 March 2007.
SA Retail`s distributable earnings for the 12 months ended 31 March 2007
amounts to 77,7 (31 March 2006 : 71,2) cents per linked unit which represents
a 9,2% growth in distributable earnings over the comparable period.
At the date of this announcement SA Retail is a subsidiary of SA Corporate
with SA Corporate owning 99,8% of the Company`s linked units in issue. In
terms of the offer by SA Corporate and the circular sent to all SA Retail
unitholders, those unitholders who accepted the offer would not be entitled to
a distribution from SA Retail for the period 1 October 2006 to 31 March 2007
and the distribution would be paid to SA Corporate. Accordingly no
distribution has been declared at this time.
4.4 Property portfolio
4.4.1 Acquisitions and Disposals
The following property acquisitions were effected during the period under
review:
Willow Way Shopping Centre was acquired on the 14 July 2006 for R66,6 million
at an initial yield of 9,1%. This strategic investment in Lynnwood Road,
Pretoria, is an 8 140m2 convenience shopping centre anchored by a 2 564m2
SuperSpar with a lease to 2014. 7 119 565 linked units were issued, at 920
cents per linked unit, in settlement of the transaction.
Dube Village Shopping Centre, a R44,5 million investment anchored by a
Shoprite Checkers on a long lease in Kwa Mashu, Durban. Acquired at an
investment return of 10,25% in year one, this 7 300m2 centre is anchored by a
2 330m2 Shoprite store and 75% of the tenants are national operators including
Nedbank, SA Post Office, Dunns, KFC, PEP, OK Furniture, Jet and Standard Bank.
The property was transferred to SA Retail on 23 January 2007.
Summer Cottage in Fourways was acquired at a capital cost of R11,2 million and
an initial yield of 9,0%. The property was transferred to SA Retail on 16
October 2006. 1 211 602 linked units were issued at 906 cents per linked unit
in settlement of the transaction.
Axiz IBG in Midrand at a capital cost of R92,0 million and an initial yield of
9,5% was transferred to SA Retail in April 2007. The property has been on-
sold to Sanlam for R93,4 million and the transfer is expected in June 2007.
Hubyeni Shopping Centre at an estimated capital cost of R88,0 million and an
agreed initial yield of 9,5%. Tenant demand is extremely positive with 96%
of the centre let on opening. More than 78% of tenants are national chains
including Spar, Tops, Jetmart, PEP, FNB, Standard Bank, JD Group, Ellerines
and SA Post Office. Transfer of this property is expected in June 2007. This
investment is the fourth of a number of turnkey shopping centre projects
anchored by Spar which SA Retail may acquire, subject to approvals, with an
estimated total value of R700,0 million over the next four years following a
tri-partite memorandum of understanding between Spar, Kerr Developments and SA
Retail.
Following 17 months of negotiation, the execution and transfer of the Sharemax
portfolio of properties to SA Retail is being processed. Ten shopping centres
with an investment value of R1,025 billion were acquired by SA Retail at a
projected initial yield of close to 9,0%. The effective date of the
transaction was 1 March 2007 and the Old Mutual Investment Group Property
Investments are currently managing the portfolio with a view to extrapolating
value upside.
Philani Valley Mall, a development opportunity in Umlazi, was acquired by SA
Retail in March 2007. The project is the construction of a
neighbourhood/community shopping centre anchored by a 2 600m2 Superspar and
irrevocable tenant commitment to date of 75% including Build It, SA Post
Office, MTN, Vodacom, Lewis Group, Tops, KFC, Chicken King, FNB, PEP, Shell
etc. The estimated cost is R90,0 million at a projected initial yield of
9,75%.
The following property disposals were effected during the period under review:
The basement area of Knowles Shopping Centre was sectionalised and transferred
to the tenant on 11 July 2006 at a price of R2,8 million (50% undivided
share).
Canterbury Crossing Shopping Centre in Randburg was transferred on 17 January
2007 at a price of R27,8 million and at an exit yield of 7,75%.
Westwood Village Shopping Centre in Boksburg has been sold for R44,0 million
at an exit yield of 7,0%. Transfer went through on 26 April 2007.
Axiz IBG - A corporate head office sold to Sanlam for R93,4 million at an exit
yield of 9,0%. Transfer is expected in June 2007.
4.4.2 Developments
The following developments were completed, or were in the course of
construction, during the period under review: -
Umlazi Mega City, a 31 000m2 regional shopping centre, developed jointly by SA
Retail and SA Corporate at a total cost of R165 000 000 and an initial yield
of 11,25%, opened during the period in review. This development has
contributed positively to SA Retail`s earnings in the current financial
period.
Construction commenced in November 2005 on the 8 363m2 Kings Road Value Centre
in Pinetown, Durban, in partnership with Vukile Property Fund. The current
estimated total capital outlay is R60 million with an anticipated initial
yield of 10,5% in the first year. This investment, adjacent SA Retail and
Vukile`s successful R400,0 million Pine Crest Shopping Centre has been branded
the Pine Walk Centre and is anchored by a 2 500m2 SuperSpar and a number of
SA`s leading national tenants. The centre opened on 1 November 2006 and the
trading conditions are very satisfactory to date.
The redevelopment of the Bluff Shopping Centre, incorporating an additional 7
500m2 of bulk at a capital commitment of R78,0 million opened in October 2006.
The 19 475m2 redevelopment is 100% let and the estimated total net income of
R12,6 million in year one is 17% ahead of budget. The quality of the centre
is such that it has been possible to generate a very competitive demand for a
ll the retail space with a consequent favourable return on cost of 10,4%, well
above the approved budget of 9,5%. Trading conditions over the Christmas
period and January have been very favourable and the anchors, Shoprite
Checkers, Woolworths, Edgars and Mr Price have reported strong trading
densities and turnovers.
On 19 June 2006 construction commenced on a R12,5 million freestanding
development on the western portion of the Bluff Shopping Centre site. The
building was pre-let to First National Bank, Ocean Basket, Butchers Block and
Papa Giovanni`s and the estimated return in year one is 13,1%. This
development opened on 1 December 2006 and tenants are trading favourably.
The redevelopment of Highland Mews Shopping Centre, increasing the existing
centre from 12 670m2 to 16 676m2 at a capital cost of R41,0 million was
completed in October 2006. The return on cost on the new extension is 10,5%
against a budget of 9,4% and save for two small shops the centre is 100% let.
The extension and upgrade has resulted in a vast improvement on the previously
dated mall. The introduction of new national stores with their latest
specifications has given life to a centre which could otherwise have become
obsolete in the face of competition from the new regional mall in Witbank.
4.4.3 Vacancy factor and expense to income ratio
The vacancy factor of the portfolio at 31 March 2007 was 2,26% (2006: 2,30%).
The expense to income ratio for the 12 months ended 31 March 2007 was 29,80%
(2006: 32,10%). These have both improved since the previous reporting period
and continue to remain favourable.
4.5 Valuations
In conformity with IFRS the portfolio is valued at each reporting date. The
portfolio was revalued by directors using discounted cash flows at R3,5
billion, resulting in a revaluation surplus of R397,2 million. This amount,
net of deferred tax, has been transferred to non-distributable reserve.
4.6 Fair value of Put obligation and Call right
In conformity with IAS 39 the accounting statement on financial instruments,
the Put obligation and Call right that exists between SA Retail and Whirlprops
33 (Pty) Limited has been fair valued at 31 March 2007. At that date
Whirlprops 33 (Pty) Limited had signed an agreement to accept the SA Corporate
unit offer in exchange for their SA Retail units and simultaneously release SA
Retail from its Put obligation and Call right. The directors, therefore have
determined there to be no future obligation on the Company.
4.7 BEE Transaction
A BEE consortium comprising Women Investment Portfolio Holdings Limited
(Wiphold) and Kensani Properties (Pty) Limited was identified as the Company`s
BEE partners. As a consequence of the negotiation between the BEE consortium
and Whirlprops prior to the SA Corporate offer being made, this BEE consortium
has acquired an effective 11% stake in the consolidated SA Corporate.
4.8 Review
Since listing in November 2001, SA Retail Properties Limited has grown from a
market capitalisation of less than R1,0 billion to in excess of R3,5 billion.
The Company has delivered on achieving its investment objectives by investing
in a focused portfolio of retail properties, which cater for the needs of
stable communities and which are anchored by established retailers and has
provided its investors with meaningful distribution growth.
The successful offer by SA Corporate to acquire all the SA Retail linked units
has seen significant value enhancement for SA Retail unitholders. The
participation in a fund with a market capitalisation in excess of R8 billion
will bring additional consequential benefits to SA Retail unitholders.
BY ORDER OF THE BOARD
SA RETAIL PROPERTIES LIMITED
9 May 2007
Registered Office
Marriott at Kingsmead
Kingsmead Office Park
Durban, 4001
P O Box 207
Durban, 4000
Tel: 031 366 1111
Transfer secretaries
Computershare Investor Services 2004 Limited
70 Marshall Street,
Johannesburg, 2001
P O Box 61051
Marshalltown, 2107
Tel: 011 370 7700
Old Mutual Investment Group
Property Investments
Property Asset Managers
Exchange Sponsors
Sponsor
Date: 10/05/2007 15:49:01 Produced by the JSE SENS Department.
