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Hyprop’s balance sheet is on the mend

Shopping centre REIT Hyprop has released results for the six months to December 2021. You know it’s been a tough time for a company when the first two bullets of the announcement are related to the balance sheet.

Since June 2021, Hyprop has reduced borrowings by around R1 billion. It held on to R876 million in equity via the 2021 dividend reinvestment plan, a clever way for a REIT to hang on to cash.

If you read further, you’ll see why all the focus has been on the balance sheet. The loan-to-value ratio was at a dangerously high 45.8%. It has since been reduced to 41.5%.

In case you haven’t noticed or don’t get out much, the shopping centres are busy again. I’m not surprised to see a 21% growth in like-for-like distributable income vs. the comparable period. Importantly, tenant turnover and trading density in the South African portfolio has reached pre-Covid levels.

The group is busy with a rework of the portfolio in Europe. The Delta City property in Serbia was disposed of and Hyprop is in the process of acquiring the four remaining Hystead assets for EUR193 million, subject to shareholder approval.

Assuming this goes ahead, Eastern Europe will represent around a third of Hyprop’s investment portfolio.

Net asset value (NAV) per share has decreased to R58.97, so yesterday’s closing price of R32.08 is a substantial discount of 45.6% to the NAV.

The share price fell 3% in response to this announcement and is up just 12% in the past year, so Hyprop hasn’t experienced the significant recovery that some other property counters have achieved.

Metair’s earnings now exceed 2019 levels

Metair generates 49% of its revenue from automotive batteries, 47% from automotive components and 4% from industrial and non-automotive products. 61% of the revenue is generated in South Africa, so there’s a solid offshore component – 28% in Turkey and the UK and 12% in Romania.

Metair has released results for the year ended 31 December 2021. They paint a pretty picture, with revenue up 23% and EBITDA up 80%.

The numbers get bigger and more exciting the further down you go, with HEPS up 139% for the year to 354 cents. That’s higher than the 336 cents achieved in 2019 before the virus-that-shall-not-be-named attempted to ruin our lives. It’s Friday and I’m allowing myself one Harry Potter reference for the day.

The dividend per share of 90 cents is 20% higher than last year but still well below the 120 cents per share declared in 2019. The earnings may have beaten pre-pandemic levels but the company isn’t ready to pay those levels of dividends.

A 39% drop in cash from operations is a good explanation for why the payout ratio hasn’t recovered. Working capital investments, unusual costs driven by supply chain disruptions and investments for new customer models and facelifts were to blame for the free cash flow pressure.

Importantly, group return on invested capital (ROIC) improved to 16.4%, well ahead of the target of 13.4%. Metair needs to invest shareholder cash but achieves good results when it does.

After a record performance in the energy storage business in 2021, Metair will hope that the automotive components business will have a year of fewer supply chain disruptions.

The share price rallied 5.9% in response to this result. Metair is up 55% in the past year but has gained just 11% in total over the past five years.

Resilient wants to close the discount further

With a market cap of over R23 billion, the market pays attention when Resilient releases results. To give some context to that number, Growthpoint’s market cap is just under R46 billion and shopping centre REIT Hyprop (which also released results yesterday) has a market cap of around R11.4 billion.

Resilient is a retail-focused REIT, so the pandemic did a thorough job of testing whether the fund is appropriately named. The group received R12.6 million from its insurers for pandemic cover, an amount which was not previously accrued. A claim of R13.7 million has been received for the social unrest, with R3 million still outstanding and not accrued for.

In the six months to December 2021, Resilient collected 97.1% of rentals. Covid-related discounts fell from R43.7 million in the comparable period to R21.5 million in this period.

The REIT owns 27 retail centres in South Africa and achieved a 3.7% valuation increase in the portfolio in this period. The average annualised property yield was 8.2% at December 2021.

The company has changed its year-end to December, so this “year” is only six months vs. the prior period which was a full calendar year. Comparing the movement in key metrics to the prior period is thus pointless.

Notably, Resilient’s net asset value (NAV) per share is R65.03. Yesterday’s closing price of R57.90 is a discount of just 11% to the NAV. Although this is a modest discount by many standards on the JSE, Resilient has appointed expert property sector advisors Java Capital to suggest strategies to unlock the discount.

One initiative that is already underway is to unbundle a portion of the shareholding in Lighthouse to Resilient shareholders. Regular InceConnect readers will recognise Lighthouse as a JSE-listed property fund that focuses on Europe. The recent strategic push of that fund has been into France. After the unbundling, Resilient will still hold a 30.7% stake in Lighthouse.

A dividend of 226.62 cents per share has been declared. This is a yield of 3.9% on yesterday’s price. Although it is a “final” dividend because of the change in year-end, it only represents distributable earnings achieved over six months.

Altron prints a smart disposal

Altron is in a “value unlock” phase of its life. The best indicator of this is when a company has a “2.0” strategy. You only have such a strategy when the 1.0 version of yourself wasn’t terribly popular.

Altron unbundled Bytes at the end of 2020 and the divergence in share price performance has been breathtaking, with Bytes as a strong performer and Altron as a significant disappointment for shareholders. I was a shareholder at the time of the unbundling as I had bought into the turnaround plan, so I’ve seen the divergence of the stocks in my own portfolio.

While Bytes is busy blazing a trail in the UK market, Altron is trying to focus on its core ICT businesses, so anything outside of that strategy needs to be sold off if the company can get a decent price.

The latest news is that Altron Document Solutions (ADS) is being sold to Xerotech, a subsidiary of Bi-Africa Investment Holdings. The deal includes ADS’ subsidiary in the Eastern Cape, Genbiz.

This is an office printer business that has been a strategic partner for Xerox in the sub-Saharan Africa region. The business also distributes other printing-related equipment. This is a capital-intensive model that is not a good fit with Altron’s core operating model.

The ADS business (excluding working capital) has been valued at R20.1 million for this transaction. There’s a debtors’ balance of R346 million which will be collected by Xerotech and paid across to Altron. The inventory balance of R316 million is a bit more complicated, as 49% of it is considered “not slow moving” and will be paid off to Altron over three months, with the rest paid when sold at the lower of cost or 90% of net realisable value as at the effective date. The various liabilities in the business will be settled by Altron (R191 million as at 31 August 2021).

Genbiz is much simpler. The value for the 57.7% stake has been valued at R14.6 million. There’s also a shareholder loan from Altron of R9.9 million that will be repaid in four monthly instalments.

There are also amounts payable for the book values of computer equipment etc. The total price for the deal has been capped at R715 million (the amounts disclosed above are R706.6 million in total).

Altron’s net cash inflow will be somewhere around R520 million after settling the liabilities. The net book value of the business at 31 August 2021 was R538 million, so the deal has effectively been done at nearly net book value. The net cash will be used to reduce Altron’s debt.

For the six months to August 2021, ADS (including Genbiz) generated interim revenue of R500.1 million, EBITDA of R5.2 million, operating profit of R0.4 million and an attributable loss after tax of R11.2 million.

The deal will close by 31 May, with a few operational hurdles to clear along the way
As an Altron shareholder, I’m very happy to see this business go out the door. Anything with an EBITDA margin of 1% isn’t something I want to own.

Disclaimer: I hold shares in Altron

ARC Investments makes it Rain

In the six months to December 2021, ARC Investments’ intrinsic investment value in the ARC Fund grew by 16.8% to nearly R13.5 billion. The net asset value (NAV) per share reported under IFRS rules increased by 16.5% to R10.31, so yesterday’s closing price of R6.16 is a discount to NAV of around 40%. This is higher than the discount seen in some other investment holding companies on the JSE.

ARC Investments holds a 99.95% stake in ARC Fund. The ARC Fund holds 49.9% in ARC Financial Services Holdings, which in turn holds 75% in ARC Financial Services Investments. ARC Fund also holds 100% in a portfolio of diversified investments. To make this diagram even more complicated, ARC Fund also holds 7.2% in ARC Investments.

This is so tricky to understand that I’ve included a screenshot from the interim results below:

ARC investments (the third block in the middle) is the listed company that we are talking about here.

The annualised growth in the portfolio value of 36.2% is way above the modest performance participation hurdle of just 10%. For that reason, a provisional amount of R311 million has been recognised for the issue of performance participation shares to UBI. These types of “management fees” (in whatever form they take) are why these structures trade at a discount to the underlying portfolio value.

The plan is to relook at the fee structure by the time of the next annual general meeting. In the meantime, UBI is laughing all the way to the bank with a performance structure that has had no shortage of critics in the market.

The group refers to “early-stage businesses” that comprise 53% of the ARC Fund’s intrinsic portfolio value. These aren’t exactly small startups run by your friendly local hipster, as this category includes the likes of Rain, TymeBank, TymeGlobal and Kropz. More on those to come. Examples of established businesses in the portfolio would include Alexander Forbes and Afrimat.

Notable portfolio moves included R496 million raised through the disposal of shares in Afrimat (ARC Fund still has a 10% stake in Afrimat) and another R115 million through the sell-down of property business Majik. Much of this cash landed in the bank and stayed there, as the cash in ARC Fund increased from R339 million at 30 June 2021 to R538 million at 31 December 2021.

Cash that did leave the building included R182 million invested in Kropz Group, R64 million in ARCH Emerging Markets Funds and R56 million in Rain.

In the Financial Services portfolio, ARC Financial Services Holdings acquired 37.33% of Crossfin for R415 million and invested a further R257 million into TymeBank and TymeGlobal. The ARC Fund has an effective look-through interest of 25% in TymeBank.

The largest individual exposure is Rain, contributing 24.1% of fund value. The company broke even in the last 12 months and has accelerated quickly from there, with an expectation of R1 billion EBITDA for the year ended February 2022. The company is participating in the spectrum auction, with the result outstanding at the time ARC Investments finalised its report. During the opt-in round of the auction, Rain bid R1.15 billion.

The second largest exposure is Kropz Plc (15.2% of fund value), a phosphate developer with an advanced development-stage phosphate mine in South Africa and exploration assets in the Republic of Congo. Having finally made significant progress at Elandsfontein, ARC Fund recognised a R860 million fair value gain on this asset.

The third asset I’ll highlight is TymeBank, which contributes 10.1% of fund value. The bank has 4.2 million customers with 1.2 million active accounts. TymeBank recently attracted investment from Tencent and the CDC, which allowed ARC Investments to recognise a valuation uplift. The strategy includes the roll-out of similar banking operations in other emerging and frontier markets, with the technology white-labelled by TymeGlobal. Philippines is the first market outside of South Africa where the TymeBank technology will be launched in mid-2022.

There are many more companies in the portfolio. If you are interested in this group, you should refer to the full result and read carefully through the list of portfolio investments. It’s not easy finding the right website of the listed company, so here’s the link.

The share price is still well below its original listing price, having lost 26.7% of its value since 2017. Over the past year, the price has jumped 62.5%.

Growthpoint really wants you back in the office

Growthpoint, the largest South African primary JSE-listed REIT, has released its results for the six months to December 2021. With a portfolio of 421 directly owned properties in South Africa and stakes in healthcare and student accommodation funds, it’s a great barometer for the overall property market in South Africa (other than one-bedroom flats in Fourways).

Growthpoint also has substantial investments in Australia and in London. The value split is 56.9% South Africa and 43.1% offshore.

Perhaps the most iconic investment is a 50% stake in the V&A Waterfront, which suffered a significant write-down in value in this period as Covid restrictions continued to bite. The beautiful property is highly reliant on tourism.

The overall property sector staged a huge comeback in 2021 after a terrible time during the worst of the pandemic. Office properties have continued to struggle though, with elevated vacancies that have continued to deteriorate. Growthpoint’s office portfolio vacancies increased from 19.9% to 21.2% in this period.

Growthpoint’s portfolio mix means that revenue fell by 4.8% in this interim period and headline earnings per share (HEPS) fell by 23.4%. The movement in HEPS deserved a deeper look – I discovered that this was driven by huge swings in the investment property valuations.

The better measure is probably funds from operations per share, which increased by 17.4% to 77.40 cents. This is significantly higher than HEPS of 56.55 cents. The dividend per share increased by 5.1% to 61.5 cents.

The loan to value ratio improved from 40% to 39.2% and the interest cover ratio increased from 2.9x to 3.0x.

The net asset value (NAV) per share increased by 6.2% to R21.48 per share. Yesterday’s closing price of R13.23 means that Growthpoint is trading at a discount to NAV of around 38.5%.

Growthpoint needs tourists to return to the V&A and the workforce to return to offices. I think one of those is a certainty and the other is never going to be the same again.

RMI investors get something OUT

This is proving to be a watershed year for investment holding companies on the JSE. Some of the most famous names of all are unbundling the assets that made them famous in the first place.

The market has been valuing such companies at painful discounts to the underlying value of the investments in the portfolio. There are good reasons for this (like the head office costs of such structures) and arguably cyclical reasons (like a souring of sentiment towards these structures in recent years).

Since listing in 2011, RMI has achieved a compound shareholders’ return of 17.9%. This is an extremely impressive number.

Back in September 2021, Rand Merchant Investment Holdings (RMI) announced an intention to unbundle its investments in Discovery and Momentum Metropolitan to shareholders. After all, these are listed companies that investors can access directly, so why should they continue to sit in RMI?

At the time, RMI envisaged a R6.5 billion rights offer to help bring debt down to an appropriate level in the new, smaller group. Thankfully, this was negated by the sale of the group’s 30% interest in Hastings Group, which was announced in December 2021. The proceeds of R14.6 billion represented the creation of “significant shareholder value” in the words of RMI and paid off the preference share funding.

These proceeds have taken the group into a net asset position and have supported the declaration of a special dividend. The total dividend (special and ordinary) for the six-month period to December 2021 is 165.5 cents per share, far higher than 22.5 cents in the comparable period.

At the time of the unbundling announcement, the group stated an intention to follow an active investment strategy going forward. In a display of capital discipline that could be a lesson to many other management teams, RMI has elected not to pursue such a strategy and will instead focus on its core asset OUTsurance, an existing platform that is still growing.

The investments in RMI Investment Managers and the AlphaCode portfolio of fintech companies are under discussion with a view to finding the optimal way forward for these businesses.

Holding company and personnel costs of RMI of between R25 million and R30 million will be reduced over the next six to twelve months. This gives great insight into why these investment holding companies tend to trade at a discount.

In the results for the six months to December 2021, the intrinsic net asset value of the portfolio has increased 14%. Over the same period, the market capitalisation increased 41%. This means the share price increased much faster than the value of the underlying investments, so the discount closed considerably based on these value unlocking efforts.

RMI highlights this point in the announcement, noting that the share is trading at a discount of just 2% to the intrinsic net asset value vs. a discount of 30% before the announcements.

Interestingly, the continuing operations in the group didn’t have a great period. OUTsurance earnings fell by 23% and RMI Investment Managers and AlphaCode investments fell by 16%.

OUTsurance grew annualised new premiums written by 18% but the South African operations were hit by higher claims, including the normalisation of motor claims as South Africans returned to the roads. At Australian business Youi, the sharp increase in the claims ratio from 53.4% to 62% was due to natural catastrophe events like the earthquake in Melbourne.

Inflation is good for OUTsurance in terms of revenue growth, as the group has suffered a long period of low premium inflation. This will help in 2022.

The comparative period for RMI Investment Managers included a significant amount for performance fees earned which was not repeated in this period. Assets under management increased 24%, of which net inflows contributed just over half of the growth.

RMI Investment Managers will continue its strategy of being a “value-adding but non-interfering shareholder of choice” for the independent asset management industry. The portfolio is largely complete, so the focus is on offering affiliates access to strategic support.

The announcement doesn’t give any significant details on the AlphaCode performance, merely noting that it continues to perform in line with expectations. The AlphaCode Explore and Incubate programmes supported 45 entrepreneurs in 2021 and helped the cohort achieve an average of 43% revenue growth. The startups created 46 jobs in the process.

The internal valuation of OUTsurance increased by 16% year-on-year to almost R39.7bn. The RMI Investment Managers and AlphaCode valuation increased by 31% to nearly R1.9bn, so OUTsurance is clearly the core asset. These valuations have increased despite the negative earnings results.

RMI closed 11% higher on the day as the market applauded the news of the discount being closed, hopefully once and for all.

Famous Brands: uncertainty around earnings

Famous Brands, purveyor of fine calories in the form of burgers, pizzas and many other types of yumminess, has given a voluntary update for the year ended February 2022. The share price dropped nearly 8% in response but managed to claw it back in late trade to close 3.2% down on the day.

The take-away brands you know and love are grouped under the Leading segment (as in, Leading brands) and increased system-wide sales by 35.8%. Famous Brands is a franchisor and wholesaler, so system-wide sales (the actual restaurant sales through the till) is an important measure but not necessarily a perfect indication of revenue growth for the listed company. More on that to follow.

The fancier restaurants (like Turn ‘n Tender, Salsa and others) increased system-wide sales by around 55.1%. One would expect to see a sharper recovery in those restaurants than the take-away formats as they took a much harder hit from alcohol restrictions over the pandemic. You can’t buy a beer at Steers (perhaps unfortunately).

The AME region (rest of Africa and Middle-East) had less stringent trading restrictions during the pandemic. System-wide sales increased by 19.8%, a reflection of a less volatile trading period under those lockdown rules.

Wimpy UK revenue has increased by around 19.5% in this period.

Moving on to the core revenue of Famous Brands as a listed company, manufacturing revenue (the products supplied to the restaurant) increased by 30.8% and logistics revenue (effectively a food service business) increased by 35.3%. The retail division supplies products for third-party retailers (like a Steers sauce in the supermarket) and grew revenue by 46.9%, a really strong result.

The board isn’t sure yet whether a trading statement would be required for the year ended February 2022. This would be triggered by a 20% jump in earnings, so it’s a bit surprising to see that such an earnings increase is in doubt despite such significant increases in revenue.

This may be why the market reacted in this way to the announcement, with a sharp drop that improved towards the end of the session. Another risk I’m keeping in mind is related to fuel price and soft commodity price shocks, which would cause substantial input cost pressures for Famous Brands.

Can those pressures be passed on to consumers? Do you want a King Steer burger that badly?

As investors, these are the questions we need to ask. Trading at around R60, Famous Brands has dropped back to where it was in April 2021 and would need to climb 30% to get back to pre-pandemic levels.

Blue Label Telecoms throws more money at Cell C

Blue Label has concluded a non-binding term sheet that they colourfully refer to as an Umbrella Restructure Term Sheet. I’m confident that neither Santam nor Rihanna were involved at any stage in this, although Blue Label shareholders may want insurance and music to make them feel better about the complexities here.

The purpose of this fancy document is to facilitate the restructuring and refinancing of Cell C, the telecommunications network that has just never found a way to successfully compete in the market.

Nevertheless, another attempt is about to be made, despite Cell C posting a net loss of R849 million in the six months to November 2021 and boasting a balance sheet with net negative assets of R13.7 billion.

At least Cell C generated a profit before finance costs and forex losses of R862 million, so perhaps there is some hope with a sustainable balance sheet. Blue Label believes that Cell C has implemented a turnaround strategy, which means it has reduced costs and achieved efficiencies.

Arguably the biggest change is the move to a variable operational expenditure model vs. trying to own a fixed cost infrastructure and scale the business to the point where that model is viable.

The proposed restructure of Cell C’s balance sheet is extremely complicated. Prepare yourself.

Cell C owes certain secured lenders around R7.3 billion. They are in for a rude awakening, as this deal would see Blue Label lend R1.46 billion to Cell C, an amount that will be offered to those lenders as a compromise (20 cents in the rand). The actual funding obligation for Blue Label will be just over R1 billion.

In perhaps the ultimate example of buying the dip, certain secured lenders want to take the 20 cents in the rand and loan it back to Cell C under a new loan arrangement. The aggregate face value will be equal to 2.75 times the amount advanced. In other words, if Cell C ever makes money and can pay this back, the lenders would receive 55 cents for every 20 cents. In addition, they can share pro-rata in a fresh issue of ordinary shares in Cell C at a nominal value.

Blue Label is participating at that level, by acquiring the reinvestment rights from certain lenders. This will enable them to invest R110 million into Cell C in this ratcheted face value structure. On top of this, Blue Label is buying debt notes in a shareholder in Cell C for USD5 million and R16 million (there seem to be two different types of notes denominated in different currencies, but the SENS isn’t clear on this) and a credit claim of USD6 million against Cell C for USD4 million. Blue Label will also buy trade claims against Cell C for R16 million and USD4.5 million.

Blue Label is also owed R1.1 billion by Cell C under a separate loan. This will be repaid in equal instalments over 60 months.

Cell C will undertake a rights issue at nominal value as well as various other issuances, with the net result that Blue Label will hold 49.3% of Cell C.

To help inject some life into Cell C, Blue Label will purchase R1.2 billion in pre-paid airtime from Cell C. Blue Label’s business is built around distributing pre-paid airtime, so this makes sense. There will be additional quarterly airtime purchases by Blue Label of R300 million.

To make this all happen, Blue Label will raise R1.6 billion of the required funds from financial institutions through an airtime purchase transaction and will be obligated to repurchase the airtime over a 24-month period in equal monthly instalments. I’m no expert on a structure like this, but it seems as though banks are essentially financing the purchase of airtime and taking ownership of it over the loan period to manage their risk.

As any long-suffering shareholder of Blue Label will tell you, the company’s dealmaking track record isn’t great at all. Blue Label has tried to do many exotic things, both in South Africa and abroad. The share price is down nearly 69% in the past 5 years.

The share price fell 11.3% yesterday after the announcement came out at 3:30pm. Punters didn’t wait long to hit the sell button.

In summary, Blue Label has effectively refinanced Cell C through pre-selling airtime. That’s an interesting strategy, provided there is enough demand for the airtime of course. Only time will tell.

Ascendis: more info on the businesses for sale

Ascendis Health has given further information on the financial information of the businesses that form part of the proposed disposal plan.

As a refresher, Ascendis needs to sort out its balance sheet and emerge on a sustainable footing. The current proposal is to achieve this by disposing of three distinct businesses.

The first is Ascendis Medical, with a net asset value of R289 million and a loss after tax for the six months to December of R259 million. This business is earmarked for disposal to Apex Management Services (one of the holders of debt in Ascendis) for a R550 million base price, with downward adjustments for the backlog of capital expenditure (R200 million) and excess rental incurred of up to R25 million.

The second is Ascendis Pharma, with a net asset value of R117 million and profit after tax for the six months to December 2021 of R22 million. This business is to be disposed of to Pharma-Q (another debt holder in Ascendis) and Imperial Logistics for a total price of R375 million.

The third and final business is Nimue, with a net asset value of R32 million and profit after tax for the six months to December 2021 of R5 million. Nimue is being sold for R102 million to Amka Products.

Further details will be provided in the circular to shareholders, which is expected within 60 calendar days from the date of the first announcement regarding these disposals. That announcement was released on 1 February 2022.

If you plan to work out multiples on the above numbers, remember that profitability is always disclosed with reference to a period of time. To estimate a multiple, interim profit needs to be doubled or you are only taking half the earnings into account. In a perfect world, you would want the numbers for the second half of the previous financial year for these businesses, so that you can work out a “last twelve months” (LTM) multiple by combining the second half of the previous year with the first half of this year.

When working out a premium or discount to net asset value (NAV), remember that NAV is a balance sheet concept and is thus a snapshot of a point in time. You never double this, even when working with an interim financial report.

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