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Unaudited interim results, interest payment declaration and change to the board of directors
Hospitality Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number 2005/014211/06)
Share code for A-linked units: HPA ISIN for A-linked units: ZAE000076790
Share code for B-linked units: HPB ISIN for B-linked units: ZAE000076808
("Hospitality" or "the Fund" or "the company")
Unaudited interim results for the six months ended 31 December 2012, interest payment declaration and change to the board of directors
Comments
1. Introduction
The Fund achieved positive year-on-year growth in distributions in an improving hospitality business
environment, after weathering extremely tough industry-wide operating conditions between 2009 and 2011,
and overcoming its debt refinancing issues in the previous year. Hospitality has met the forecast set out
in its rights offer circular dated 28 May 2012 ("forecast"), for the six months ended 31 December 2012
("the period").
The A-linked unit distribution amount grew by 5,0% to 66,51 cents, in line with the Fund's distribution
structure, while the distribution on the B-linked unit showed an increase of 16,2% to 9,19 cents compared to
the previous corresponding period. Both distributions are in-line with those contained in the forecast.
Hospitality made further progress with its strategy of improving the quality of its property portfolio. Having
achieved critical mass by bulking up the assets of the Fund since its listing, the focus over the last two years
evolved towards enhancing the quality of its assets. The Fund has applied a two-fold approach of actively
pursuing opportunities to acquire large hotel properties in major metropolitan areas with diverse source
markets and strong brands while disposing of non-core properties that do not fit this profile. The recent
announcement to acquire the Radisson Blu Gautrain Hotel ("Gautrain Hotel") in Sandton and the previous
acquisition, in 2011, of the Westin Cape Town, with a combined value exceeding R1 billion are prime examples
of this acquisition strategy. In addition, refurbishment and development projects totalling some R750 million
completed across the remaining portfolio since 2008 have enhanced the value proposition of Hospitality's
core property portfolio.
2. Trading environment
Industry statistics have confirmed the recovery trend in the hospitality market that commenced some
12 months ago, with growth in occupancies and room rates matching levels last seen prior to the global
downturn in 2008. According to STR Global, the industry reported an increase of 5,1% to 61,7% in
occupancy for the period compared to the prior year while average room rates ("ARR") increased 5,1% to
R896, supporting an accelerated revenue per available room ("RevPar") growth of 10,4%. The performance
of the Fund on that portion of its portfolio which is subject to variable rental income (ie dependant on
operational earnings) reflected an increase in occupancy of 2,3% to 59,4%, while ARR declined marginally,
by 1,0% to R964 translating into RevPar growth of 1,2% for the period. The disparity between the Fund's
performance and the industry can largely be attributed to abnormal income from a product launch in the prior
year at the Westin Cape Town and a reduction in available room stock at the Radisson Blu Waterfront during
refurbishment as more fully outlined in section 3 below. Excluding these anomalies, the Fund's performance
would have been more aligned to industry trends.
Hotel owners continue to absorb increases in overhead costs, which remain ahead of inflation with the most
significant being the impact of escalations in administered prices for electricity that have a marked effect on
earnings. The Fund continues to proactively monitor and manage municipal valuations and the implementation of
its energy saving policies has successfully resulted in the reduced consumption of utilities.
With regard to the Fund's fixed lease properties, management continually monitors and interacts with the
tenants in order to understand their underlying business performance and evaluate the serviceability of rentals.
3. Results
Rental income for the period increased 8,3% to R174 million and the Fund anticipates achieving its full-year
forecast. The growth in rental income was underpinned by improving overall occupancies and ARR's over the
bulk of the properties in the core metropolitan portfolio which were ahead of expectations. However, the
performance of the Westin Cape Town was lower than the prior period as a result of the once-off boost
to rental income in November 2011, during a major product launch for a luxury motor vehicle brand that
spanned six-weeks. In addition, more than half of the rooms at the Radisson Blu Waterfront were refurbished
during the first quarter of the review period, impacting its performance.
Fund expenses decreased by some R2,7 million, mainly due to the saving on the prior year provision for bad
debt amounting to R4,8 million in respect of a potential tenant default. This decrease was partially off-set by
inflationary increases in operating expenses and higher than anticipated employee incentive costs. Net finance
costs decreased by R14,1 million as the proceeds of the rights offer were utilised to reduce bank debt.
In line with the first-half forecast for the 2013 financial year, profit before debenture interest amounted to
R94,4 million, up 49,3% from the prior year comparable period. On a diluted basis, taking into account the
impact of the 36 million additional linked units issued during the rights offer in June 2012, the distribution
per combined linked unit increased by 6,2%.
The A-linked unit distributable amount of 66,51 cents grew by 5%, while the distribution on the B-linked unit
showed an increase of 16,2% to 9,19 cents, both in line with the forecast.
The following table reflects the operating financial results for the period ended 31 December 2012, compared
to the forecast and the corresponding previous comparable period:
Unaudited six months to 31 December
Actual Forecast Variance Actual Variance
Dec 2012 Dec 2012 Dec 2011
R'000 R'000 R'000 % R'000 R'000 %
Contractual rental 173 957 177 055 (3 098) (1,7) 160 558 13 399 8,3
Fund expenses (14 591) (14 063) (528) (3,8) (17 345) 2 754 15,9
Profit on sale of properties
held for sale 974 974 100,0 974 100,0
Net finance costs (65 899) (68 376) 2 477 3,6 (79 971) 14 072 17,6
Profit before debenture
interest 94 441 94 616 (175) (0,2) 63 242 31 199 49,3
Debenture interest (94 441) (94 616) 175 0,2 (63 242) (31 199) (49,3)
Distribution A-linked unit (82 981) (82 981) 0,0 (56 225) (26 756) (47,6)
Distribution B-linked unit (11 460) (11 635) 175 1,5 (7 017) (4 443) (63,3)
Distribution A-linked unit
(cents) 66,51 66,51 63,34 3,17 5,0
Distribution B-linked unit
(cents) 9,19 9,33 (0,14) (1,5) 7,91 1,28 16,2
Combined distribution unit
(cents) 75,70 75,84 (0,14) (0,2) 71,25 4,45 6,2
4. Funding
The group's debt facilities with financial institutions as at 31 December 2012, amounted to R1,46 billion.
Total funds withdrawn on these facilities were R1,32 billion resulting in a loan-to-value (LTV) ratio (total
interest bearing liabilities/investment property value) of 33,9%. The average cost of borrowings was 9,84%
(2011: 8,8%) for the period under review with 78,8% of the group's borrowings at year-end subject to fixed
interest rates through interest rate swap structures.The interest rate swap agreements that were in place with
Absa at year-end for R1,04 billion remain unchanged.
In December 2012, the Board proposed a structure to establish a Domestic Medium-Term Note Programme
(Corporate Bond) to fund future growth opportunities. Rand Merchant Bank (a division of FirstRand
Bank Limited) was appointed as advisor and transaction bookrunner. The proceeds raised through this
issuance will inter alia be utilised to fund the anticipated Gautrain Hotel acquisition.
5. Property portfolio
The Fund's portfolio comprises interests in 26 hotel and resort properties in South Africa. As at 31 December
2012, the value of the portfolio was R3,896 billion. The portfolio is segmented into three lease types, namely;
fixed lease properties, fixed and variable leased properties (F&V) and variable lease properties.
The net asset value per linked unit as at 31 December 2012, was R10,16 (excluding deferred taxation)
(June 2012: R10,15). The weighted average lease expiry period is 6,81 years.
6. Acquisitions and disposals
The Fund has achieved a significant milestone in its acquisition strategy, with the agreement that was reached
in December 2012, to purchase 78,2% of the Gautrain Hotel and associated facilities for R346,7 million.
The Fund subsequently entered into a first addendum to the sale agreement to acquire the remaining 21,8%
of the Gautrain Hotel and additional facilities. The total revised purchase consideration amounts to R443,4
million, which is anticipated to be funded partly through the Corporate Bond and partly through the issue
of units for property. Acquisition of the property is subject to fulfilment of the conditions precedent,
including Competition Commission approval and obtaining the required funding. This prestigious property is
located on the corner of Rivonia Road and West Street, adjacent to the Gautrain station and meets all the
Fund's investment criteria.
The Gautrain Hotel is expected to yield around 8,2% in year one with 15% growth in earnings in the second
year, to be generated through the fixed and variable lease structure.
Hospitality's portfolio also includes six properties, with a combined value of R217,9 million, that no longer fit
the Fund's investment criteria and have therefore been earmarked for disposal, as previously stated. These
properties are currently being marketed and although there has been strong interest, no deals have yet been
finalised. As these properties are largely trading well, the Fund is under no pressure to lower its asking
prices to expedite sales.
7. Development and capital projects
The Fund has not initiated any significant refurbishment projects since June 2012. Minor projects were carried
out at the Radisson Blu Waterfront and the Westin Cape Town at a combined cost of R15.0 million. As
virtually all of the Fund's properties with F&V leases have been refurbished in the last five years, minimal
further capital expenditure is required in the short term and the high quality of its properties continues to
provide a solid platform to benefit from, as trading improves in the recovering market. The application process
for the development rights on the Phase 2 land at Arabella Hotel & Spa is in progress.
8. Unitholders
During the period 14% of the A-linked units and 23% of the B-linked units were traded on the JSE Limited.
9. Changes to the composition of the Board
Mr Youseph Aminzadeh resigned as non-executive director with effect from 1 December 2012. He was
closely involved with the Fund since its inception and during his tenure he contributed his knowledge and
experience of the tourism and hospitality industries to creating and developing Hospitality.
Mr William Midgley has resigned as non-executive director with effect from 29 March 2013. He was
intimately involved in the listing of Hospitality and subsequently joined the Board in a non-executive capacity
in January 2008.
The Board thanks Messrs Aminzadeh and Midgley for their invaluable contributions.
Mr Donald Bowden was appointed as an independent non-executive director to the Board with effect from
24 August 2012.
Mr Gerald Nelson, who was the co-founder of the Fund and has held the position of Chief Executive Officer
("CEO") since its listing in 2006, has announced that he will be retiring as a CEO from the Fund at the end
of June 2013 and will remain on the board as a non-executive director. He will be succeeded by Mr Andrew Rogers,
the deputy CEO of the Fund, assisted by Mr Ridwaan Asmal in his continuing role as Financial Director.
10. Prospects
The hospitality sector is in a recovery phase, now that the post-2010 oversupply of rooms is dissipating and
limited new supply is coming on stream. In addition, improved sentiment among corporates and the public
sector is supporting increased demand for accommodation and conferencing. As a result, the positive trend
in occupancy and room rates seen over the last 12 months should be sustainable for the remainder of the
financial year. The Fund is well positioned to benefit from these positive fundamentals.
Distributions for the year ended 30 June 2013, are expected to be at least in line with the forecast
issued in the rights offer circular of 134,63 cents per A-linked unit and 14,11 cents per B-linked unit.
11. Payments of debenture interest
Unitholder's will receive debenture interest payment number 14 for the six-month period ended 31 December
2012, of 66,51 cents per A-linked unit and 9.19 cents per B-linked unit.
2013
Last day to trade cum interest 8 March 2013
Linked units will trade ex-interest 11 March 2013
Record date 15 March 2013
Payment date 18 March 2013
The above distribution is not regarded as a dividend and therefore no Dividend's Tax is payable on the
distribution amount.
Unitholders may not dematerialise or rematerialise their linked units between Monday, 11 March 2013 and
Friday, 15 March 2013, both days inclusive.
By order of the Board
W C Ross G A Nelson
(Acting Chairman) (Chief Executive Officer)
20 February 2013
Directors
W C Ross (Acting Chairman)*+, G A Nelson (CEO), A S Rogers (Deputy CEO), K H Abdul-Karrim*+, R Asmal,
D G Bowden*+, L de Beer *+, Z N Kubukeli*+, M B Madumise*+, W J Midgley*
(*Non-executive, +Independent)
Registered office
The Zone Phase 2, Loft Offices East Wing, 2nd Floor, Cnr Oxford Road and Tyrwhitt Avenue, Rosebank, 2196
Tel: +27 11 994 6300 Fax: +27 11 994 6301 Email: info@hpf.co.za Web: www.hpf.co.za
Basis of preparation and accounting policies
The preparation of these results was supervised by the Financial Director, Mr Ridwaan Asmal.
The condensed financial statements have been prepared in accordance with the recognition and measurement
requirements of International Financial Reporting Standards (IFRS), including the presentation and disclosure
requirements of IAS34 (Interim Financial Reporting), the SAICA Financial Reporting Guides as issued by
the Accounting Practices and the requirements of the Companies Act of South Africa, 2008. KPMG Inc,
the independent auditor, has not reviewed the financial statements. The accounting policies used are consistent
with those used in the annual financial statements for the year ended 30 June 2012.
Statement of comprehensive income
for the six months ended 31 December 2012
Unaudited Unaudited Audited
Dec 2012 Dec 2011 June 2012
R'000 R'000 R'000
Revenue 173 852 150 577 315 956
Rental income contractual 173 957 160 558 326 681
straight-line accrual (105) (9 981) (10 725)
Expenditure (14 591) (17 345) (40 289)
Operating expenses (14 591) (17 345) (40 289)
Operating profit 159 261 133 232 275 667
Profit on properties held for trading 974
Net finance cost (65 899) (79 971) (176 705)
Finance income 228 208 1 214
Finance costs (66 127) (80 179) (177 919)
Profit before debenture interest, goodwill, fair value
adjustments and taxation 94 336 53 261 98 962
Recoupment of debenture interest 15 469
Debenture interest (94 441) (63 242) (125 293)
Loss before fair value adjustments, goodwill and taxation (105) (9 981) (10 862)
Fair value adjustments 2 309 (9 123) (218 776)
Investment properties, before straight-lining adjustment (169 132)
Straight-line rental income accrual 105 9 981 10 725
Total fair value of investment properties 105 9 981 (158 407)
Goodwill impairment (38 822)
Interest-rate swaps 2 204 (19 104) (21 547)
Profit/(Loss) before taxation 2 204 (19 104) (229 638)
Debenture discount amortisation (2 662) (174)
Equity accounted profit from associate after tax 55 131 222
Taxation 14 053
Total loss and comprehensive loss for the period (403) (18 973) (215 537)
Reconciliation between earnings, headline earnings and
distributable earnings
Loss for the period (403) (18 973) (215 537)
Adjustments: Debenture interest 94 441 63 242 125 293
Profit/(loss) (linked units) 94 038 44 269 (90 244)
Adjustments:
Equity accounted profit from associate after tax (55) (131)
Goodwill impairment 38 822
Fair value investment properties revaluation, net of tax 154 995
Fair value straight-line rental income (105) (9 981) (10 725)
Headline earnings (linked units) 93 878 34 157 92 848
Fair value interest rate swaps (2 204) 19 104 21 547
Transaction costs on business combinations
Debenture discount amortisation 2 662 174
Straight-line rental income 105 9 981 10 725
Distributable earnings 94 441 63 242 125 293
Number of units/shares
A-linked unit 124 761 391 88 761 391 124 761 391
B-linked unit 124 761 391 88 761 391 124 761 391
Weighted average number of units/shares
A-linked unit 124 761 391 88 761 391 90 040 080
B-linked unit 124 761 391 88 761 391 90 040 080
Distribution per linked unit (cents)
A-linked unit 66,51 63,34 113,08
Interim 66,51 63,34 63,34
Final 49,74
B-linked unit 9,19 7,91 7,91
Interim 9,19 7,91 7,91
Final
75,70 71,25 120,99
Loss per linked units (cents)
A-linked unit 37,69 24,94 (50,11)
B-linked unit 37,69 24,94 (50,11)
75,38 49,88 (100,22)
Headline earnings per linked unit (cents)
A-linked unit 37,62 19,24 51,55
B-linked unit 37,62 19,24 51,55
75,24 38,48 103,10
Loss and diluted loss per ordinary share (cents) (0,16) (10,69) (119,69)
Headline and diluted headline loss per
ordinary share (cents) (0,00) (0,06) (0,04)
Statement of financial position
as at 31 December 2012
Unaudited Unaudited Audited
Dec 2012 Dec 2011 Jun 2012
R'000 R'000 R'000
ASSETS
Non-current assets 3 772 862 4 167 187 3 758 599
Investment properties 3 653 965 4 008 491 3 639 508
Straight-line rent income accrual 4 342 5 191 4 447
Investment properties and related accrual 3 658 307 4 013 682 3 643 955
Furniture and equipment 463 612 482
Investment in associate 92 71 162
Goodwill 114 000 152 822 114 000
Current assets 267 655 57 849 275 678
Non-current assets held for sale 218 034 217 900
Properties held for trading 19 702 17 948 18 980
Trade and other receivables 21 938 38 886 23 356
Cash and cash equivalents 7 981 1 015 15 442
Total assets 4 040 517 4 225 036 4 034 277
EQUITY AND LIABILITIES
Equity 370 480 518 182 370 883
Share capital and share premium 392 127 342 862 392 127
Retained earnings 112 671 123 849 115 278
Fair value reserve (134 318) 51 471 (136 522)
Non-current liabilities 3 521 203 2 282 604 3 563 628
Debentures 2 126 946 1 668 714 2 124 285
Interest-bearing liabilities 1 320 629 522 377 1 359 527
Derivative liability 36 898 40 646 43 086
Deferred taxation 36 730 50 867 36 730
Current liabilities 148 834 1 424 250 99 766
Trade and other payables 50 410 30 174 37 631
Bank overdraft 13 357
Interest-bearing liabilities 1 317 483
Derivative liability 3 984
Taxation 84
Debenture interest payable 94 440 63 236 62 051
Total equity and liabilities 4 040 517 4 225 036 4 034 277
A. Net asset value per linked unit (Rand)
A-linked unit 10,01 12,32 10,00
B-linked unit 10,01 12,32 10,00
B. Net asset value per linked unit (excluding deferred taxation)
(Rand)
A-linked unit 10,16 12,61 10,15
B-linked unit 10,16 12,61 10,15
Statement of cash flows
for the six months ended 31 December 2012
Unaudited Unaudited Audited
Dec 2012 Dec 2011 June 2012
R'000 R'000 R'000
Cash flows from operating activities
Cash generated from operations 174 702 118 772 275 121
Finance income received 228 208 1 214
Finance costs paid (66 127) (80 179) (177 919)
Taxation (84)
Distribution to unitholders (62 052) (72 998) (136 235)
Net cash inflow/(outflow) from operating activities 46 667 (34 197) (37 819)
Cash flows from investing activities
Acquisition and development of investment properties (14 486) (67 932) (75 257)
Properties held for trading (722) (1 008) (2 040)
Acquisition of furniture and equipment (147) (35)
Dividends received from associate 125
Loan from associate 60 60
Net cash outflow from investing activities (15 230) (68 880) (77 272)
Cash flows from financing activities
Proceeds from the issue of linked units 530 280
Share issue expenses paid (10 149)
Interest-bearing liabilities (repaid)/raised (38 898) 99 518 (380 815)
Net cash (outflow)/inflow from financing activities (38 898) 99 518 139 316
Net (decrease)/increase in cash and cash equivalents (7 461) (3 559) 24 225
Cash and cash equivalents at beginning of year 15 442 (8 783) (8 783)
Cash and cash equivalents at end of year 7 981 (12 342) 15 442
Statement of changes in equity
for the six months ended 31 December 2012
Share Share Retained Fair value
capital premium earnings reserve Total
R'000 R'000 R'000 R'000 R'000
Balance at 1 July 2011 18 342 844 123 718 70 575 537 155
Loss/Total comprehensive loss for the period (18 973) (18 973)
Transfer to fair value reserve
interest rate swaps 19 104 (19 104)
Balance at 31 December 2011 18 342 844 123 849 51 471 518 182
Balance at 1 July 2012 25 392 102 115 278 (136 522) 370 883
Loss/Total comprehensive loss for the year (403) (403)
Transfer to fair value reserve
interest rate swaps (2 204) 2 204
Balance at 31 December 2012 25 392 102 112 671 (134 318) 370 480
Condensed segmental information
for the six months ended 31 December 2012
Information regarding the results of each reportable segment is included below. Performance is measured based
on operating profit before finance costs, as included in the internal management reports that are reviewed by the
group's CEO. Segment profit is used to measure performance as management believes that such information is
the most relevant in evaluating the results of certain segments relative to other entities that operate within these
industries. Intersegment pricing is determined on an arm's length basis.
Total of all
Fixed lease F&V lease Variable lease operating
R'000 agreements agreements agreements Head office segments
Statement of comprehensive income
31 December 2012
Segment revenue 61 986 104 360 7 611 173 957
Expenditure (14 591) (14 591)
Segment results 61 986 104 360 7 611 (14 591) 159 366
Statement of comprehensive income
31 December 2011
Segment revenue 60 925 93 889 5 744 160 558
Expenditure (4 829) (12 516) (17 345)
Segment results 56 096 93 889 5 744 (12 516) 143 213
Statement of financial position
31 December 2012
Non-current assets
Investment properties 1 044 666 2 362 601 251 040 3 658 307
Current assets
Non current assets held for sale 218 034 218 034
Trade receivables 2 796 7 696 11 446 21 938
Segment assets 1 047 462 2 588 331 251 040 11 446 3 898 279
Statement of financial position
31 December 2011
Non-current assets
Investment properties 1 110 349 2 645 625 257 708 4 013 682
Current assets
Trade and other receivables 13 424 14 985 (88) 10 565 38 886
Segment assets 1 123 773 2 660 610 257 620 10 565 4 052 568
Date: 20/02/2013 04:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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