Delta Property Fund Limited (JSE:DLT)
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Earnings Call: H1 2025

Nov 26, 2024

Moderator

Good afternoon, ladies and gentlemen. Welcome to Delta Property Fund's results for the six months ended 31 August 2024. Please remember that there will be a question-and-answer session post the webcast, and we encourage you to post your questions during the presentation by clicking on the Questions tab under the logo in the top left-hand corner of the screen. This results presentation, or the results presentation, has been loaded onto Delta's website at deltafund.co.za, and the recording of this webcast will be available under the Investor Relations tab of the website within the next 24 hours. Without further ado, I now hand you over to Ms. Bongi Masinga, Delta's Chief Executive Officer, and Mr. Fikile Mhlontlo, CFO, for the presentation. Bongi.

Bongi Masinga
CEO, Delta Property Fund

Good afternoon and welcome, ladies and gentlemen. Thank you for joining us on this busy reporting day as we unpack Delta's performance for the half-year ended 31st August 2024. The format of this presentation will begin with me giving context of the reporting period's landscape. We will then discuss Delta's achievements within this operating environment and how we have progressed in our endeavors to optimize capital and operate efficiently. With me is our Chief Financial Officer, Fikile Mhlontlo, who will unpack our financial performance for the period. We will then conclude with a Q&A session. While the current inflationary environment and lower interest rate cycle are very encouraging, it is important to remember that the operating context during the six months ending August 2024 was quite different, with significant macroeconomic headwinds and high interest rates impacting the group and its operations.

Notwithstanding these challenges, I am pleased with the traction that has been made in our turnaround strategy, which I will discuss during this presentation. This progress can only be enhanced by an improved macroeconomic environment, which bodes well for our expedited transition. The REIT reporting season is almost over, and it is important for us to remember how Delta stands apart from other listed property companies. As the only JSE REIT with a specialized focus on sovereign tenants, both our challenges and opportunities are relatively unique. Our current portfolio mix by occupancy comprises 75% sovereign office tenants, 23% commercial office, and a 2% retail component, predominantly made up of street-level retail and our high-rise buildings in the CBDs where we operate. The portfolio comprises 86 properties with a 793,592 sq m GLA valued at ZAR 6.6 billion, which will reduce as we continue with our strategic disposals.

Top of mind this period has been an emphasis on strong governance and ethical leadership. In terms of strategic outcomes for the first half of the financial year, we have secured new leases and renewed a bulk of our existing ones. This has strengthened our weighted average lease expiry profile, improved our rental and net operating income. We have successfully disposed of some of the properties at or near book value and reduced debt, excluding the auctioned properties. It is worth noting that the facilities management has remained an area of key focus during the period under review. We implemented stringent control measures around capital expenditure and maintenance, ensuring that we prioritize investments in buildings with strong tenancy prospects.

Although our portfolio is expected to shrink considerably as we dispose of non-core properties, we firmly believe that a higher quality and more de-risked portfolio will enable us to achieve a maximum return on capital, putting us on a path to return to paying distributions to shareholders. As I earlier alluded, the operating environment during the half-year reporting period was challenging and fraught with economic uncertainty, characterized by a higher interest rate environment. A dovish stance by SARB since September this year is continuing with encouraging signs of a turnaround in the local commercial property market, although there is still a long way to go before the supply overhang in the market is absorbed. National office vacancies remain in double digits, with strong competition and the economic environment at the time impacting rental growth in the sector, which has declined year- on- year since 2019.

Notwithstanding these macroeconomic conditions, our focus for the period remained steadfast, with ongoing debt reduction through the disposal of non-core properties, as well as portfolio and capital structure optimization. In this regard, we disposed of 16 properties during the period, five of which have already been transferred, with the balance expected to transfer later this year or early in the new calendar year. The second half of the year shows encouraging signs of economic recovery, with peaceful transition being noted on the political landscape. There is a renewed commitment to service delivery and infrastructure development by the government, as well as uninterrupted power supply to the national grid. The impact of these positive developments is anticipated to reflect in future reporting periods, with continued relaxation in the interest rate environment being a key catalyst.

The outlook for the commercial property sector remains promising as far as the reduction of vacancies is reduced. In this competitive market and inflationary climate, it has become necessary for us to heed the demand for quality space. When the improvements in the office sector vacancy are realized in 2025, the impact of the reversions will also be felt in the property valuations. I have the pleasure of reporting the following operational highlights. Rental income increased by ZAR 10 million to ZAR 584 million, while net operating income was up by ZAR 15 million to ZAR 366 million. Encouragingly, our weighted average lease expiry increased from 15.3 months to 16.3 months compared to February 2024. This is an important metric as it has a direct bearing on the finance terms that we are able to negotiate.

Notwithstanding the strong income numbers reported, the group posted a ZAR 29 million profit for the period, a decrease though from ZAR 56 million at the same time last year, mainly as a result of the loss in fair value from Delta's investment in Grit Real Estate Income Group due to the decline in its share price. We continue to engage on the disposal of these shares. The disposal of non-core properties not only supported our weighted average lease expiry and reduced debt, but also resulted in a reduction in vacancies, which was further improved through leasing activity. As a result, vacancies reduced from 33.4 million to 30.9%, sorry, 33.4% to 30.9% year-on-year.

On this note, it is important to point out that our core portfolio vacancy is going to be a single digit upon us having completed the disposal program, compared to a vacancy rate of 30.9%, but I'll elaborate more on this in the next slide. We have earmarked over 40 non-core properties valued at ZAR 2.2 billion for disposal. Over time, we will evolve into a smaller but much more sustainable REIT with a core portfolio value of around ZAR 4.2 billion and strong headroom for growth and a net operating income of approximately ZAR 610 million per annum in today's terms. Important to note is the impact that disposals will have on vacancies, as highlighted earlier, as well as on operating costs.

The improvement in operating costs will be reduced by disposals on our vacant buildings that had holding costs pertaining to security, rates, and utilities, as well as other charges that we no longer have to outlay. Three properties with a GLA of 29,759 square meters were transferred during the reporting period for a gross consideration of ZAR 106.2 million, while two properties with a total GLA of 8,669 square meters were transferred post the reporting period for a gross consideration of ZAR 19.3 million. Proceeds from the disposal of properties were applied in the reduction of debt. 11 of the properties held for sale with a combined fair value of ZAR 319.1 million were disposed for a gross consideration of ZAR 178.7 million and are expected to transfer before the end of the financial year. The fair value adjustment loss for these post-period disposal primarily arose from a sale of properties through an auction.

The loss has not been reflected in the current financial result as it's a non-adjusting post-period event. The auction method was elected to facilitate the efficient disposal of underperforming properties within the portfolio, particularly those with 100% vacancy rates and limited prospects for improvement. From a capital expenditure perspective, our focus remains on doing the right thing by our tenants and also by the business. The success of this ethos is evident in our tenant retention rate, as well as the number of new leases we concluded. Overall, the focus remains on defensive and maintenance expenditure on core assets, where we have reasonable prospects of re-tenanting. In addition, we have extensively overhauled the systems and processes for CapEx to eliminate wasteful expenditure, especially by engaging in service contracts and maintenance plans with OEMs where possible and by focusing on work that can be done in-house.

As a result, capital allocation for repairs and maintenance amounted to ZAR 11 million for the period under review, in line with the amount allocated in the comparative prior year. The total capital expenditure of ZAR 17.7 million was spent for the six months to end August. The group has committed to capital expenditure of a further ZAR 7.2 million. The expenditure is mainly funded by cash from operations. During the period under review, we successfully renewed 43 leases with a combined GLA of 62,907 sq m. The majority of these leases are DPWI, followed by retail with a residual component comprising of provincial government. The bulk of these renewals have a tenure of between 12 to 36 months, and eight leases with a GLA of 15,249 sq m were renewed for five years. In addition, we concluded 38 new leases with a combined GLA of 14,864 sq m.

Most of these leases, 14,148 sq m, were commercial office tenants on terms ranging from 12 to 36 months. The impact of these developments has been an improvement in the weighted average lease expiry from 15.3 months to 16.3 months. The group maintains confidence in the ability to continue to conclude longer-term leases in the near to medium term through the implementation of the stakeholder engagement strategy. Ladies and gentlemen, this then concludes the first part of my presentation. I now hand you over to Fikile Mhlontlo to run us through the numbers.

Fikile Mhlontlo
CFO, Delta Property Fund

Thank you, Bongi, and good afternoon, ladies and gentlemen. Looking at some of the key financial metrics, I am pleased to report that the SA REIT net asset value is ZAR 3.60, while SA REIT funds from operations remain stable at ZAR 0.081.

Our weighted average debt maturity increased to 7.6 months from 5.1 months in the prior comparative period. The weighted average cost of debt increased to 11.4% from 10% as of the end of August 2023, reflecting the high interest rate environment during the reporting period. Notwithstanding the high interest rates, our interest rate cover ratio improved to 1.4 times from 1.3. Both the LTV, SA REIT LTV, and Covenant LTV are tracking in the right direction, albeit slightly, with SA REIT LTV improving to 60% from 60.9% in February 2024, and Covenant LTV improved to 58.5% from 59.4% over the same period. It is expected that the disposals Bongi highlighted, as well as lower interest rate cycle, will further support our efforts in remedying both LTV and ICR Covenant levels.

Before I unpack income statement in detail, I'm delighted to highlight the tax arrangement with SARS has been settled in full. Revenue increased by 1.7% from ZAR 570.2 million to ZAR 586.2 million, largely attributable to an increase in rental income on the back of rental escalations, increase in recoveries, new leases signed, and rental renewals. Going forward, we expect that lease income will continue to rebase as we convert current month-on-month and other short-term leases to longer-term terms as market-related rates or at market-related rates. Property operating expenses slightly increased by 0.5% from ZAR 219.4 million to ZAR 220.5 million as a result of management's ongoing cost containment initiatives. As a team, we are pleased to have achieved this despite above inflation increases in various costs. Administrative expenses decreased marginally as part of ongoing focus on cost optimization efforts as referred above.

Net operating profit increased to ZAR 324 million, an increase of 4.1% over the prior period. However, profit from operations decreased to ZAR 286.9 million from ZAR 335.9 million, mainly as a result of fair value adjustment of negative ZAR 31 million, compared to fair value gain of ZAR 12.4 million due to a decline in Grit share prices, share price, as well as loss on disposal of investment property as referred to by Bongi earlier. Notwithstanding high interest rate environment prevailing during the period, finance costs reduced to ZAR 237.4 million from ZAR 250.6 million due to capital payments made in the form of amortizations and proceeds from disposals of non-core properties paid towards debt. The portfolio value for the reporting period contracted to ZAR 6.6 billion from ZAR 6.8 billion as a result of disposals as discussed.

As mentioned by the CEO earlier, the expectation is for the portfolio to decrease in value by the increase in quality as we dispose of non-core properties over time. As of the end of the reporting period, trade receivables were sitting at ZAR 133.8 million, up from ZAR 87.9 million in February 2024. The average collection rate for the period was 93.1% of billings compared to 101.5% in FY 2024. The increase in trade receivables is mainly due to collection delays experienced with DPWI. While monthly collections from DPW have since stabilized and most balances cleared, an amount of ZAR 72.5 million remained outstanding as at the end of the reporting period. The group is actively engaging with DPWI to expedite the resolution of these issues to recover the outstanding balance. Interest-bearing borrowings decreased from ZAR 4 billion to ZAR 3.9 billion as a result of disposals and amortizations.

Capital repayments amounted to ZAR 139.8 million, whereas in the prior year it was ZAR 91.9 million, of which 92.5 was funded from the proceeds on disposal of Sediba and VLU, Fountain, Smart Exchange, Cape Road properties, and a dividend which was received, which was already accounted for in the previous year, received in this period of 4.1 was also applied towards debt, and as well as amortization of ZAR 43.2 million, which was equally applied to reducing the debt. In addition, the group has revolving credit facility of ZAR 37.5 million, and ZAR 13 million of this facility had been utilized as of the end of the period. The facility has increased to ZAR 54.3 million subsequent to period end to better support the group. We continue to engage with the funders to improve the pricing of debt, extend debt maturity periods, and restructure amortization and capital repayments.

The group successfully renewed matured debt facilities with Nedbank and State Bank of India to 7 April 2025 and 7 June 2027, respectively, and is engaging Standard Bank, Investec, and Bank of China regarding renewal of facilities due to expire before the end of the financial year. The target in the short term is to achieve debt maturity of two to three years. The prevailing interest rates resulted in weighted average cost of funding of 11.4% compared to the same period last year of 10.1%. However, finance costs decreased from ZAR 250.7 million to ZAR 237.4 million due to capital repayments in the form of amortization and proceeds on disposal as referred to above. Consequently, interest cover ratio has improved to 1.4 compared to 1.3 in the previous period, and Covenant LTV marginally improved from 59.4 to 58.5. The curing of Covenants is an important milestone.

Our immediate priorities, therefore, remain to improve LTV to at least 50% as contracted with the funders and ICR to two times cover in the short to medium term. LTV improved, as stipulated above, due to debt reduction program, as well as the inclusion of the amortization, and equally, the ICR has equally also improved. All of these ratios are heading in the right direction in line with our objective. As you can see from the slide, during the period, we successfully amortized debt by ZAR 43.6 million and reduced also further debt by an amount of ZAR 92.5 million. We've performed, as you can see on the slide, a reconciliation showing the significant amounts that have gone into reducing debt. When it comes to cash flow, cash generated from operations for the period is ZAR 298 million.

Net proceeds from disposal of properties came to an amount of ZAR 99.4 million and finance income of ZAR 0.7 million, just less than a million. Cash was utilized to pay finance costs of ZAR 230.9 million, debt repayments of ZAR 43.1 million in the form of amortizations, tax of ZAR 23.7 million, CapEx of ZAR 16.2 million. These amounts exclude proceeds from disposals that were paid directly to the banks, as these are not shown on the cash flow in terms of the latest accounting standards. In the funds from operation, it shows that there is that number. The bottom line of that number is stable period to period at ZAR 57 million. The highlights are increased utility recoveries, decrease in finance costs, decrease in tax charges, which are offset by increase in doubtful debts allowance, decrease in interest and dividend income, and that just shows the reconciliation.

Important to note is the improvement in net asset value, of which major movements in this line include capital expenditure on investment properties, including straightlining adjustment, a decrease in debt, and these movements are offset by disposal of non-core properties, a decrease in fair value of the group's holding in Grit, and increase in trade and other payables. In conclusion, these results underscore the group's resilience amid ongoing challenging market conditions, as evidenced by the stable distributable income year-on-year. I now hand back to Bongi for conclusion. Thank you.

Bongi Masinga
CEO, Delta Property Fund

Thank you, Fikile. Despite significant economic headwinds, in particular the office sector, we have made solid inroads in the delivery of our stated strategy.

Our priority over the short to medium term remains the successful execution of our disposal strategy of properties at or close to book value, as well as the filling of vacancies and renewal of leases with major tenants. I should emphasize that our strategy will remain firm until covenants have been met. Going forward, we will continue to focus on cost containment despite the difficult macro environment and improving liquidity by ongoing negotiations with our funders, as well as the diversification of our funding base. We are currently in discussions with developers on the repurposing of some of our properties. Although this is still at a very early stage, it is likely to be a long process. Feedback has been so far very positive. Over the medium term, we will evolve into a smaller but much more sustainable REIT with strong headroom for growth.

To achieve this, we will continue to grow our corporate culture. I know the big question on everyone's mind is, when will we return to distributions? The simple answer to that is that we have a target disposal amount of ZAR 2.2 billion. If we can achieve at least 50% of this, the resultant settlement of debt should unlock approximately ZAR 100 million of savings in interest payments. This will likely give us an opportunity to negotiate a return to distribution payments with our funders. Ladies and gentlemen, thank you. This then concludes our presentation, and I now open the floor for questions.

Moderator

Thank you very much, Bongi. Thank you, Bongi, and thank you, Fikile. Ladies and gentlemen, please remember to send through your questions by clicking on the tab under the logo on the top left-hand side of your screen.

To the panel, there were several questions around the auction process that achieved disposals at below book value. Running through them, the questions range from why wasn't a reserve price placed on the properties to prevent such a deep discount. Then also, the Du Toitspan property was sold for ZAR 33 million, yet the net operating income was ZAR 7.4 million. This is significantly higher than the interest rate, so Delta is actually worse off without the property. Please could you explain the logic for the sale? And I can read them again to you if you would like to. Then Thuto House generates around ZAR 4.56 million of net operating income but was sold for ZAR 15.3 million. What is the rationale for selling this asset if you would have recovered the disposal amount through net operating income over the next three years?

And then the final question in this regard is, are these properties reflective of the balance of the portfolio held for sale, and will it require a further write-down in the fair value of the portfolio?

Bongi Masinga
CEO, Delta Property Fund

Can you just repeat?

Moderator

So the first question is, why wasn't the reserve price placed on the properties to prevent a deep discount?

Bongi Masinga
CEO, Delta Property Fund

So, I mean, we did have reserve prices, and in fact, when we ultimately settled and went to market, the reserve prices were better than anticipated. And even before settling for using the current auctioneer, others gave us worse reserve prices. So this for us is a better outcome. And the next question talks about Du Toitspan, Thuto House, and the rationale for disposals, if I can take all those three. Now, Du Toitspan is in Kimberley, and Thuto House is in Bloemfontein.

Those are the regions that we are looking to exit, and we've said this for the last three years. So as we receive offers, we will consider, but I think most importantly as well is income that we generate does not quickly help us to reduce debt. For us to make an impact on our debt reduction, we have to dispose of properties. And then to impact on that even further, Dutoitspan and Thuto House, that's Kimberley, Bloemfontein, we don't wish to be in those sectors anymore, or sorry, those regions anymore.

Moderator

Thank you very much. Anything to add, Fikile?

Fikile Mhlontlo
CFO, Delta Property Fund

The other part of the question was whether the discounting that took place because of the auction primarily, whether that is a reflective of the valuation of our portfolio. We do not believe so.

We go through a comprehensive evaluation process at the end of each financial year by different valuers, and we are comfortable that broadly the valuation that sits in our balance sheet is a correct one, and we have seen as at the end of the last financial year, in actual fact, there's some bit of stability that is going sitting with the investment properties. It's only just the method that was used, which was one of an auction, and in an auction, these kind of write-downs or losses would be expected, but also, I think more important is that some of the property, majority of the properties that were disposed via an auction, a majority of them were vacant, typically a vacant hill, which was costing this particular business about ZAR 6 million a year, ZAR 7 million - ZAR 7 million a year in cost.

In actual fact, disposing that particular building is actually a saving. Thanks.

Bongi Masinga
CEO, Delta Property Fund

And if I can just add one other thing that I don't know, we did mention it in our presentation in case it was missed. By disposing some of these properties, we actually added back ZAR 20 million into savings from costs, but otherwise we would have continued to incur.

Moderator

Thanks. Thank you very much. Then a further question is around the borrowing costs for the period that increased from 10% to 11.4%. With the dropping interest rates, what is the outlook on borrowing costs and what is the likely saving from this?

Fikile Mhlontlo
CFO, Delta Property Fund

The two interest rate cuts would have an impact of about ZAR 20 million in annual saving on interest. But I think also we've just seen that in terms of the interest number is actually reducing as we reduce our borrowings. So it really augurs well.

I think we have entered a cycle where interest rates are beginning to move in the right direction. I think we must also look at it in relation to the fact that we've been as a company over the last while paying over ZAR 450 million in interest per annum. So this augurs well for the company.

Moderator

Thanks. Thank you, Fikile. Then the question is, has the board considered a rights issue to secure capital from shareholders to repay debt?

Bongi Masinga
CEO, Delta Property Fund

It is probably a standing item on the board agenda, but we don't just consider the rights issue on its own. We also consider the impact of that. And for us to raise an adequate amount, it will have such dilution on shareholders and also how much would we raise taking into account our current share price.

So yes, we do talk about it, and we are looking at opportunities and other opportunities, but it is not something that's feasible at this point.

Moderator

Thanks. Thank you, Bongi. Then a couple of questions around the distributions or dividends. When are you expecting to start paying dividends again? And related to that is, could the board decide to declare a nominal cash dividend with a more attractive enhanced scrip option or a dividend reinvestment plan or DRIP to minimize the tax leakage? The company pays a significant amount of tax, which could be better deployed in debt reduction or shareholder returns.

Fikile Mhlontlo
CFO, Delta Property Fund

Thank you, Bongi, for that question. So distribution is integrally linked to the extent to which we are successful in disposing of non-core properties and using that to reduce debt.

The current strategy and the plan is to dispose of over ZAR 2 billion worth of assets, which naturally all of that money will be applied to reduce debt, and debt will come down to just about ZAR 2 billion and therefore will reduce the interest by half and therefore create an opportunity for us to resume distribution. That's a starting point. But of course, that would require a bit of time, the market to respond, how it responds. So the advice, I take it as an advice, the point that says, at the board level, we should also look at alternatives in terms of distribution. We'll take that up with the board and take it from there.

Bongi Masinga
CEO, Delta Property Fund

But we did, if I may also add, we did mention in the presentation that even though we had to dispose 50% of our ZAR 2.2 billion, we would still need to get consent from the lenders for us to do a distribution. So it's not a simple arithmetic calculation.

Moderator

Thanks. Thank you, Bongi. Then a question about the depressed share price and why the directors haven't bought shares as a show of confidence in the company. And will the directors contemplate acquiring shares?

Bongi Masinga
CEO, Delta Property Fund

Wow, that's a bit of a tough one. I know that the chairman is a shareholder, and the current directors, we've just had a change in our directors on the board. The ones who've been here for a while were shareholders, but they've retired.

The guys who've just come on the board, I suppose. I mean, I don't know of their shareholding status at this point, but also if we look for independence, I'm not sure whether I would forcefully force directors to also own a lot of scrip to show confidence.

Moderator

Thanks. Thank you, Bongi. Just circling back to the auction sales, a further question that came through is whether the banks forced the auction sales, considering the low prices that were achieved. And then if the sale of the ZAR 2 billion worth of properties does not materialize at book value, what is the realistic possibility of dividends and what is your timeline that shareholders can hold management to?

Fikile Mhlontlo
CFO, Delta Property Fund

Taking the first one, there is generally an expectation from the lenders to dispose of non-core properties.

They are very much aligned to the strategy, and they are expecting us to use those processes to reduce debt. But the intervention through an auction was not necessarily forced upon the company. The company explored this as an option in a market that is not as quick, as responsive as we would have expected to be. There are lessons learned out of the auction, which was not the first auction. It was tried in the past, was never so much of a success. This one was a success, but there are a lot of discounts were applied. But the portfolio had been carefully chosen to be the sort of portfolio that was a candidate for this intervention. So it was certainly not forced.

Moderator

Thanks. Thank you very much.

And then would you care to comment on the ZAR 2 billion worth of property sales and if that doesn't achieve book value and also the timeline within which you think you could sell that ZAR 2 billion worth of properties?

Bongi Masinga
CEO, Delta Property Fund

So before we dispose of any property, bearing in mind reserve values from the auction process, and even if we're not going through an auction process, we do get release prices from the banks. So even they are aware of what we shall get. And I mean, for us, I think the biggest goal and strategy is to reduce debt. And so we may not get rand for rand in terms of the ZAR 2.2 billion, but we'll be close to that. And for us, that's good enough.

Moderator

Thanks. Thank you very much. And then the last question is around hedging.

How much of the total debt is variable and how much of that is fixed? And if you could elaborate on your hedging strategy going forward?

Fikile Mhlontlo
CFO, Delta Property Fund

So the debt is almost 100% variable at this stage. All along up until March 2024, we had hedge swaps in place, and those swaps have expired. And then when we approached the market for quotations, because we were in a sort of increasing interest rates, those quotations were not really competitive. We're not going to achieve the hedging that we were targeting to achieve. We are now re-engaging the banks in terms of looking at what sort of hedges we ought to explore, and then we will move on from there.

Moderator

Thank you very much, Fikile.

One more question that came through is from investors asking, the funders are earning all the economic returns at 11.4% from the business at the cost of the equity holders. Would you care to comment on that?

Bongi Masinga
CEO, Delta Property Fund

Very short response to that. Very true. And that's why we engage our funders all the time about that.

Moderator

Thank you very much. Ladies and gentlemen, that then concludes our panel discussion. For the webcast, the recording of the webcast will be available on the website within the next 24 hours. Should you have any additional questions, please don't hesitate to reach out to us. This then concludes the presentation for today. Thank you very much for joining. Thank you.

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