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RES - Resilient Property Income Fund Limited - Condensed audited consolidated
financial statements for the year ended 31 December 2010
Resilient Property Income Fund Limited
Incorporated in the Republic of South Africa
Reg no 2002/016851/06'Share code RES'ISIN ZAE000043642
("Resilient" or "the group")
CONDENSED AUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
DIRECTORS` COMMENTARY
A final distribution of 111,23 cents per linked unit has been declared for the
six months ended 31 December 2010. This brings the total distributions for the
2010 financial year to 211,83 cents per linked unit against 194,13 cents for the
previous financial year, a 9,12% increase. The highlights of the financial year
were the successful openings of I`langa Mall and Brits Mall.
Although the South African economy has emerged from the recession, growth in
retail sales remains sluggish. The non-metropolitan retail centres in the
portfolio continued to outperform those in metropolitan areas. Whilst the
official inflation rate declined over the period, Resilient experienced property
operating cost increases in its comparable portfolio of 19,9% against growth in
gross rentals and recoveries of 12,3%. The bulk of the cost increases were in
administered prices, particularly rates and utilities, over which management has
limited control.
1 PROPERTY ACQUISITIONS
Central Park Bloemfontein
This property situated in the CBD of Bloemfontein was acquired for R73,8 million
in October 2010. Resilient has achieved significant rental increases and
operating cost reductions and the property is performing well. The property is
connected to the adjacent taxi rank and to the railway station by an aerial
pedestrian bridge. A bus rank is situated on the roof of the building. Tenant
demand for the property is strong and plans are in progress to extend and
refurbish the centre.
Circus Triangle Mthatha
Resilient has acquired this 20 800 m2 GLA mall in the CBD of Mthatha at a
forward yield of 9,5% and at a cost of R225 million, effective December 2010.
The mall is anchored by Shoprite and Woolworths and includes a number of
national clothing retailers. The intention is to extend the mall to provide for
the expansion of the existing retailers as well as to introduce additional
national clothing retailers.
2 COMPLETED DEVELOPMENTS
Brits Mall
Resilient has an 80% undivided share in this mall which opened on schedule in
October 2010 at a projected yield of 9,5%. Brits mall has a GLA of 37 500 m2 and
is anchored by Checkers, Edgars, Pick `n Pay and Woolworths and includes all
major national clothing retailers. Most tenants report that their stores are
trading ahead of budget.
I`langa Mall
This 45 000 m2 GLA mall in Nelspruit opened on schedule in April 2010. The mall
is anchored by Edgars, Game, Pick `n Pay and Woolworths and includes all major
clothing retailers. Resilient acquired an additional 25% interest in the mall at
a forward yield of 8% which increased its undivided share in the property to
50%.
3 EXTENSIONS
Highveld Mall
The 6 200 m2 GLA extension to Highveld Mall to accommodate Dischem, Capitec,
@Home and Standard Bank, as well as the extension to Pick `n Pay, was completed
within budget and on schedule in November 2010. Further extensions utilising the
remaining bulk are currently under evaluation.
Nelspruit Plaza
The 2 400 m2 GLA extension to Nelspruit Plaza to accommodate Ackermans, DFX,
John Craig, Markham, Sterns, Totalsport and Truworths Man was completed within
budget and on schedule in May 2010.
Northam Plaza
Construction of a 6 000 m2 GLA extension to Northam Plaza to accommodate
Truworths, John Craig, Standard Bank, Totalsport and an extension to Shoprite
commenced in May 2010. This extension is anticipated to achieve a yield of 13%.
In July 2010 the Shoprite store was destroyed by fire. The damage was fully
covered by insurance. The Shoprite store was enlarged, rebuilt and reopened for
the Christmas trade in December 2010.
4 NEW DEVELOPMENTS
Burgersfort Mall
During the current financial year, Resilient plans to commence construction of a
38 000 m2 GLA mall with four anchors and all major national clothing retailers
represented. The development is projected to yield 9,5%.
Mall of the North
Resilient has a 57% interest in this 75 000 m2 GLA regional mall being developed
in Polokwane. The mall is 98,5% let and is on schedule to open in April 2011.
The mall will be anchored by Checkers, Edgars, Game, Pick `n Pay and Woolworths
and includes all major national clothing retailers. The development was
projected to yield 9,5% but current indications are that a yield of 9,75% will
be achieved.
Tzaneen Lifestyle Centre
Construction of a retail centre with a first phase GLA of 8 000 m2 commenced in
January 2011 with completion scheduled for December 2011. The development is
projected to achieve a forward yield of 9%. Resilient has a 70% interest in this
development.
5 INVESTMENTS
Investment % of
Number units/ Carrying Market
of units/ shares in value value
shares issue (R`000) (R`000)
Capital Property Fund
("Capital") 136 900 000 19,08% 1 123 949 1 123 949
Pangbourne Properties
Limited ("Pangbourne") 35 700 000 8,08% 696 151 696 151
Fortress Income Fund
Limited - A 20 000 000 9,06% 226 000 226 000
Fortress Income Fund
Limited - B 63 000 000 28,54% 170 100 170 100
New Europe Property
Investments plc
("Nepi") 17 330 000 22,53% 425 728 515 568
2 641 928 2 731 768
Nepi was treated as an associate (equity accounted) and was thus not fair valued
at 31 December 2010. Nepi acquired its investment advisor, Nepi Investment
Management Limited during the year. The purchase price of EUR6,3 million was
settled through the issue of 2 450 748 shares in Nepi. Resilient received 1 531
717 shares in payment for its 62,5% shareholding in NEPI Investment Management
Limited. In addition, Resilient followed its rights in the Nepi rights issue
which closed during December 2010.
Capital has made an offer to acquire all of the Pangbourne linked units in issue
that are not already held by it pursuant to a scheme of arrangement. The offer
is primarily on the basis of an all-unit consideration which would entail all
Pangbourne unitholders swapping their linked units in Pangbourne for units in
Capital at a swap ratio of 2,38 Capital units for each Pangbourne unit.
Resilient owns Property Fund Managers Limited ("PFM"), the asset manager of
Capital. As part of and subject to the implementation of the scheme, Resilient
has agreed that, with effect from 1 January 2011, the asset management fee
charged by PFM in respect of Capital will be reduced from 0,5% to 0,4% of the
market capitalisation and borrowings of Capital. The lower fee will be offset by
the increased market capitalisation and borrowings of Capital.
6 VACANCIES
Vacancies increased marginally from 2,9% at 30 June 2010 to 3,1% at year end,
largely as a result of the opening of Brits Mall. These are expected to decline
during the 2011 financial year as vacancies at Brits Mall, The Galleria and The
Grove are let.
7 BORROWINGS
Resilient funded the acquisitions, developments and extensions with debt and the
proceeds from the sale of listed property securities. In addition, the value of
direct property and listed securities increased significantly resulting in
Resilient`s gearing declining marginally from 26,4% to 25,8%.
With interest rates at or near the bottom of the current cycle, Resilient took
advantage of these attractive interest rates and extended its swap profile
particularly in the five to seven year periods.
A commercial note programme was implemented with a current limit of R500 million
in November 2010. Resilient raised R235 million at a cost of 50 basis points
over Jibar for 3-month money. A R160 million two-year unsecured facility
arranged by RMB at a margin of 155 basis points over Jibar was accepted in
November 2010. The Omsfin overnight facility was increased by R150 million to
R250 million and the interest rate was 6,5% as at 31 December 2010.
Loans of R665,0 million and R539,5 million were accepted from Standard Bank and
RMB respectively. A portion of the proceeds was utilised to repay expiring
facilities including the conduit facility.
8 PROSPECTS
Management remains concerned about property operating costs escalating at a
higher rate than gross rentals which limits growth in distributions. The Mall of
the North which opens in April 2011 is, however, expected to have a positive
impact on distributions. Growth in distributions of approximately 8% is forecast
for the 2011 year. The growth is based on the assumptions that a stable macro-
economic environment will prevail, no major corporate failures will occur and
that tenants will be able to absorb the recovery of rising utility costs.
Budgeted rental income was based on contractual escalations and market related
renewals. This forecast has not been audited or reviewed by Resilient`s
auditors.
By order of the board
Des de Beer Andries de Lange
Managing director Financial director
Johannesburg
9 February 2011
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Audited Restated Restated
Dec 2010 Dec 2009 Dec 2008
R`000 R`000 R`000
ASSETS
Non-current assets 9 758 917 7 790 624 6 701 358
Investment property 5 764 050 4 112 446 3 889 584
Straight-lining of rental revenue
adjustment 89 598 73 970 57 702
Investment property under
development 792 810 516 416 1 041 163
Investment in associate companies 425 728 1 983 864 192 847
Investments 2 216 200 707 576 1 178 970
Intangible asset 26 422 26 422 26 422
Loans 385 460 368 459 312 800
Loans to development partners 58 649 - -
Property, plant and equipment - 1 471 1 870
Current assets 186 817 439 521 184 506
Investment property held for sale - - 38 007
Straight-lining of rental revenue
adjustment - - 96
Loans to development partners 95 783 302 216 81 949
Trade and other receivables 86 602 126 665 59 348
Cash and cash equivalents 4 432 10 640 5 106
Total assets 9 945 734 8 230 145 6 885 864
EQUITY AND LIABILITIES
Total equity attributable to
equity holders 5 216 765 4 182 749 3 530 693
Share capital 2 471 2 451 2 303
Share premium 1 904 106 1 863 969 1 608 632
Non-distributable reserves 3 310 188 2 316 319 1 919 748
Retained earnings - 10 10
Total liabilities 4 728 969 4 047 396 3 355 171
Non-current liabilities 3 319 527 2 815 504 2 741 414
Linked debentures 1 186 003 1 176 355 1 105 407
Interest-bearing borrowings 1 603 304 1 305 900 1 335 375
BEE instrument 118 900 65 784 28 310
Deferred tax 411 320 267 465 272 322
Current liabilities 1 409 442 1 231 892 613 757
Trade and other payables 169 413 104 684 117 360
Linked debenture interest payable 274 831 251 495 208 392
Income tax payable 1 663 8 081 1 817
Interest-bearing borrowings 963 535 867 632 286 188
Total equity and liabilities 9 945 734 8 230 145 6 885 864
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Audited Restated
for the for the
year year
ended ended
Dec 2010 Dec 2009
R`000 R`000
Net rental and related revenue 403 948 390 049
Recoveries and contractual rental revenue 572 097 530 417
Straight-lining of rental revenue adjustment 15 628 18 043
Rental revenue 587 725 548 460
Property operating expenses (183 777) (158 411)
Distributable income from investments 161 502 88 656
Fair value gain on investment property
and investments 1 196 075 377 498
Fair value gain on investment property 744 611 224 414
Adjustment resulting from straight-lining
of rental revenue (15 628) (18 043)
Fair value gain on investments 467 092 171 127
Fair value loss on BEE instrument (53 116) (37 474)
Other income 32 267 25 617
Administrative expenses (29 475) (32 846)
Profit on sale of subsidiaries and joint
ventures 36 868 15 550
Income from associates 56 493 133 174
- distributable 48 204 71 915
- non-distributable 8 289 61 259
Profit before net finance costs 1 804 562 960 224
Net finance costs (661 116) (489 437)
Finance income 70 233 94 879
Interest from loans 69 489 51 933
Fair value adjustment on interest rate
derivatives - 14 621
Fair value adjustment on bond shorts - 22 007
Interest on linked units issued cum
distribution 744 6 318
Finance costs (731 349) (584 316)
Interest on borrowings (211 883) (172 150)
Capitalised interest 65 779 60 286
Fair value adjustment on interest rate
derivatives (61 847) -
Interest to linked debenture holders
- interim (248 566) (220 957)
- final (274 832) (251 495)
Profit before income tax expense 1 143 446 470 787
Income tax expense (149 587) (74 216)
Profit for the year attributable to equity
holders 993 859 396 571
Total comprehensive income for the year 993 859 396 571
Basic earnings per share (cents) 402,24 163,02
Basic earnings per linked unit (cents) 614,07 357,23
Diluted earnings per share (cents) 385,37 156,08
Diluted earnings per linked unit (cents) 588,32 342,03
RECONCILIATION OF PROFIT FOR THE YEAR TO HEADLINE EARNINGS AND DISTRIBUTABLE
INCOME
Audited Restated
for the for the
year year
ended ended
Dec 2010 Dec 2009
R`000 R`000
Basic earnings (shares) - profit for the year
attributable to equity holders 993 859 396 571
- interest to linked debenture holders 523 398 472 452
Basic earnings (linked units) 1 517 257 869 023
Adjusted for: (661 326) (182 226)
- fair value gain on investment property (728 983) (206 371)
- profit on sale of subsidiaries and
joint ventures (36 868) (15 550)
- fair value adjustments on investment property
of associates (6 437) (27 322)
- income tax effect 110 962 67 017
Headline earnings (linked units) 855 931 686 797
Adjustment resulting from straight-lining
of rental revenue (15 628) (18 043)
Fair value gain on investments (467 092) (171 127)
Fair value loss on BEE instrument 53 116 37 474
Fair value adjustment on interest rate
derivatives 61 847 (14 621)
Fair value adjustment on bond shorts - (22 007)
Interest paid by BEE SPV 21 352 21 485
Income received by BEE SPV (22 901) (20 987)
Fair value adjustments on investments
of associates (1 852) (33 937)
Other - 219
Income tax effect 38 625 7 199
Distributable income 523 398 472 452
Less: distribution declared (523 398) (472 452)
Income not distributed - -
Headline earnings per linked unit (cents) 346,41 282,32
Diluted headline earnings per linked
unit (cents) 331,89 270,31
Basic earnings per share, basic earnings per linked unit and headline
earnings per linked unit are based on the weighted average of 247 084
021 (2009: 243 265 511) shares/linked units in issue during the year.
Diluted earnings per share, diluted earnings per linked unit and diluted
headline earnings per linked unit are based on the weighted average of
257 894 832 (2009: 254 076 322) shares/linked units in issue during the
year.
ABRIDGED CONSOLIDATED STATEMENT OF CASH FLOWS
Audited Audited
for the for the
year year
ended ended
Dec 2010 Dec 2009
R`000 R`000
Cash outflow from operating activities (54 739) (417 798)
Cash outflow from investing activities (394 581) (508 930)
Cash inflow from financing activities 443 112 932 262
(Decrease)/increase in cash and cash equivalents (6 208) 5 534
Cash and cash equivalents at beginning of year 10 640 5 106
Cash and cash equivalents at end of year 4 432 10 640
Cash and cash equivalents consist of:
Current accounts 4 432 10 640
NOTES
1 PREPARATION AND AUDIT OPINION
The condensed audited consolidated financial statements have been prepared in
accordance with the measurement and recognition requirements of IFRS, the AC500
standards, the principles of IAS34: Interim Financial Reporting, the JSE
Listings Requirements and the requirements of the South African Companies Act.
The accounting policies adopted are consistent with those applied in the prior
periods except for the recognition of deferred tax. In December 2010 the IASB
released amendments to IAS 12 effective from 1 January 2012. These amendments
impact on the rate at which deferred tax is recognised specifically on the fair
value movement of the building component of investment property as it
establishes a presumption that it will be recovered through disposal and hence
will attract deferred tax at the capital gains tax rate. Resilient has elected
the early adoption of these amendments and applied them retrospectively as
required by IAS 8. It is the view of the board that the adoption of this policy
results in more accurate and meaningful information. The early adoption had the
following effect on the results: deferred tax balance Dec 2008: R162 910 000
decrease; Dec 2009: R108 905 000 decrease cumulative; income tax expense Dec
2009: R54 005 000 increase; basic earnings per share and per linked unit Dec
2009: 22,20 cents decrease; diluted earnings per share and per linked unit Dec
2009: 21,26 cents decrease and no effect on headline and diluted headline
earnings per linked unit.
The directors are not aware of any matters or circumstances arising subsequent
to year end that require any additional disclosure or adjustment to the
financial statements.
Deloitte & Touche have issued their unmodified opinion on the group financial
statements for the year ended 31 December 2010. These condensed financial
statements have been derived from the group financial statements and are, in all
material respects, consistent with the group financial statements. A copy of
their audit report is available for inspection at the company`s registered
office.
2 SUMMARY OF FINANCIAL PERFORMANCE
Audited Restated Restated Restated
Dec 2010 Jun 2010 Dec 2009 Jun 2009
Distribution per
linked unit (cents) 111,23 100,60 102,62 91,51
Units in issue 257 894 832 257 894 832 255 884 832 252 267 812
Property operations
Net asset value* R26,11 R22,44 R22,03 R20,29
Gearing ratio** 23,6% 23,8% 23,7% 20,2%
Units in issue 257 894 832 257 894 832 255 884 832 252 267 812
Consolidated
Net asset value* R25,91 R22,22 R21,87 R20,17
Gearing ratio** 25,8% 26,4% 26,4% 23,3%
Units in issue 247 084 021 247 084 021 245 074 021 241 457 001
*Net asset value includes total equity attributable to equity holders
and linked debentures.
**The gearing ratio is calculated by dividing the total interest-bearing
borrowings by the total assets.
2.1 To comply with financial reporting requirements the group will account for
entities that do not form part of its operations, do not operate under its
operating policies and whose businesses, risk profiles and debt levels are not
comparable with its own. Disclosure under "Property operations" excludes Eagle`s
Eye Investments (Proprietary) Limited (BEE SPV).
2.2 On 27 June 2006 10 810 811 linked units were issued to BEE SPV and Resilient
is standing surety for the funding obligations of BEE SPV in acquiring these
units. In terms of IFRS the issue did not take place and the essence of the
transaction was that the BEE shareholders received a right/option to acquire
linked units in Resilient at a future date at a predetermined price. As a
consequence the issue of linked units has been eliminated in the preparation of
these financial statements. The right/option the BEE shareholders have acquired
has a value of R118 900 000 (Dec 2009: R65 784 000; Dec 2008: R28 310 000). The
value of this right/option will be considered on an ongoing basis and changes in
its fair value are accounted for through profit and loss.
The following table indicates the effect of the BEE transaction on the group
financial statements (the column "Property operations" indicates Resilient`s
results had the BEE transaction been accounted for as an issue for value):
Property
Consolidated BEE SPV operations
Dec 2010 R`000 R`000 R`000
Statement of comprehensive income
Fair value loss on BEE instrument (53 116) 53 116 -
Finance costs
- Interest on borrowings (211 883) 21 352 (190 531)
- Interest to linked debenture
holders (523 398) (22 901) (546 299)
Statement of financial position
Current assets
- Trade and other receivables 86 602 (1 196) 85 406
Share capital 2 471 108 2 579
Share premium 1 904 106 142 270 2 046 376
Non-distributable reserves 3 310 188 136 030 3 446 218
Non-current liabilities
- Linked debentures 1 186 003 51 892 1 237 895
- Interest-bearing borrowings
non-current and current) 2 566 839 (223 799) 2 343 040
BEE instrument 118 900 (118 900) -
Current liabilities
- Trade and other payables 169 413 (822) 168 591
- Linked debenture interest
payable 274 831 12 025 286 856
3 HEDGED BORROWINGS
Amount Interest % of
Expiry R`million rate borrowings
Interest rate swaps
March 2011 100 7,10% 4,27%
March 2012 100 7,41% 4,27%
July 2012 100 6,64% 4,27%
September 2012 50 8,86% 2,13%
November 2012 50 8,53% 2,13%
November 2012 100 8,99% 4,27%
March 2013 100 7,77% 4,27%
June 2013 100 9,51% 4,27%
July 2013 100 6,98% 4,27%
November 2013 100 7,18% 4,27%
November 2013 100 8,06% 4,27%
February 2014 100 8,19% 4,27%
March 2014 100 8,07% 4,27%
July 2014 100 7,21% 4,27%
August 2014 100 6,84% 4,27%
November 2014 50 8,94% 2,13%
February 2015 50 8,47% 2,13%
March 2015 100 8,29% 4,27%
April 2015 100 6,84% 4,27%
August 2015 100 7,23% 4,27%
October 2015 100 7,07% 4,27%
November 2015 50 8,86% 2,13%
November 2015 100 8,20% 4,27%
August 2016 100 7,36% 4,27%
October 2016 100 7,23% 4,27%
October 2016 100 7,14% 4,27%
November 2016 100 8,18% 4,27%
February 2017 100 8,76% 4,27%
November 2017 100 7,15% 4,27%
December 2017 100 7,62% 4,27%
Hedged borrowings 2 750 117,40%
Variable rate borrowings (407) (17,40)%
Total borrowings* 2 343 9,44% 100,00%
*Total borrowings comprise the level of external interest-bearing
borrowings, excluding those of BEE SPV.
Resilient`s policy is to hedge existing borrowings as well as
commitments.
4 LEASE EXPIRY PROFILE
Based on
Based on contractual
rentable rental
Lease expiry area income
Vacant 3,1% -
December 2011 21,8% 22,7%
December 2012 13,3% 17,8%
December 2013 15,4% 17,9%
December 2014 15,5% 16,5%
December 2015 8,9% 10,5%
>December 2015 22,0% 14,6%
Total 100,0% 100,0%
5 SEGMENTAL ANALYSIS
Dec 2010 Dec 2009
Rental revenue R`000 R`000
Retail 587 725 506 072
Industrial - 39 034
Commercial - 3 354
Total 587 725 548 460
Dec 2010 Dec 2009
Profit before net finance costs R`000 R`000
Retail 1 132 931 557 298
Industrial - 36 430
Commercial - 2 692
Corporate 671 631 363 804
Total 1 804 562 960 224
6 Payment of final distribution
The board has approved and notice is hereby given of a final interest
distribution (distribution no 16) of 111,23 cents per linked unit for the six
months ended 31 December 2010.
The last date to trade linked units cum distribution will be Friday, 25 February
2011 and trading will commence ex distribution on Monday, 28 February 2011. The
record date to participate in the distribution will be Friday, 4 March 2011.
Linked unit certificates may not be dematerialised or rematerialised between
Monday, 28 February 2011 and Friday, 4 March 2011, both days inclusive.
Payment of the distribution will be made to linked unitholders on Monday, 7
March 2011. In respect of dematerialised linked unitholders, the distribution
will be transferred to the Central Securities Depository Participant
accounts/broker accounts on Monday, 7 March 2011. Certificated linked
unitholders` distribution payments will be posted on or about Monday, 7 March
2011.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Non-
Distri-
Share Share butable Retained
capital premium reserves earnings Total
Restated R`000 R`000 R`000 R`000 R`000
Balance at
31 December 2008
previously reported 2 303 1 608 632 1 756 838 10 3 367 783
Change in accounting
policy 162 910 162 910
Balance at
31 December 2008
restated 2 303 1 608 632 1 10 3 530 693
919 748
Issue of units 148 255 337 255 485
Total comprehensive
income for the year 396 571 396 571
Transfer to non-
distributable
reserves 450 576 (450 576) -
Change in accounting
policy (54 005) 54 005 -
Balance at
31 December 2009
restated 2 451 1 863 969 2 316 319 10 4 182 749
Issue of 2 010 000
units on 8 March
2010 20 40 137 40 157
Total comprehensive
income for the year 993 859 993 859
Transfer to non-
distributable
reserves 993 869 (993 869) -
Balance at 31
December 2010 2 471 1 904 106 3 310 188 - 5 216 765
Non-distributable reserves comprise those profits and losses that are
not distributable to unitholders and are made up of revaluation
adjustments on investment property, investment property held for sale
and investments, the share of post-acquisition reserves of associates,
straight-lining adjustments and other non-distributable balances.
Directors
JJ Njeke (chairman) Thembi Chagonda Jorge da Costa Des de Beer* Andries
de Lange* Marthin Greyling Johann Kriek* David Lewis* Sydney Malabie
Phumelele Msweli Daniel Rodriques (Alt) Rory Turner Barry van Wyk
(*Executive director)
Company secretary
Nick Hanekom
Business address
4th Floor Rivonia Village Rivonia Boulevard Rivonia 2191
Transfer secretaries
Link Market Services South Africa (Proprietary) Limited
11 Diagonal Street Johannesburg 2001
Sponsor
Java Capital
Date: 09/02/2011 17:00:02 Supplied by www.sharenet.co.za
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