In this section we set out the basis for our estimates. We believe that there is considerable scope for RGL to exceed these estimates in a number of areas and in the sections that follow we provide a sensitivity analysis for each:
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Accretive acquisition growth, allowing for potential equity funding.
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Asset management-driven rent and valuation uplifts beyond that assumed for the existing portfolio.
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Further general yield compression in regional property markets.
The gross contracted rent-roll run rate at 31 March 2016 was c £43.5m. We estimate that the announced property transactions since that date represent net sale proceeds of c £11m and a reduction in the contracted rent roll of c £0.3m. As it is management’s intention to grow the portfolio we have assumed re-investment of these net disposal proceeds (at a net yield of 8.5%, similar to the Q1 average on acquisitions), to give an estimated adjusted gross contracted rent roll of £44.1m. This is the number that our forward-looking estimates are based on, making no assumption about additional net acquisition activity (purchases less sales) given the uncertainty about timing and quantum, even though we believe this to be highly likely. While our modelling captures an anticipated increase in occupancy, income and value from the current portfolio, the limitations of modelling make it difficult to capture the potential for management to recycle the existing investments into new, value-creating assets. We show a sensitivity analysis of earnings and dividends to a range of possible asset growth scenarios on page 14. Our base case estimates make the following additional assumptions:
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Gross rent recognised in the profit & loss are based on the average contracted rent roll in the period after making an adjustment for the impact of lease incentives and rent free periods. We have assumed a 4% discount.
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We assume a gradual occupancy increase to 90% over the forecast period to the end of 2018, in line with management’s expected structural void rate on a constant portfolio following asset management initiatives. We note that the 90% on the current assets may never actually be reported by RGL if it is able to recycle proceeds from higher performing assets where value has been created into new investment opportunities; nor is this potential benefit captured in our forecasts.
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We are assuming expected rental values to grow by 3.0%, 2.0% and 1.0% for office properties in 2016, 2017 and 2018 respectively and by 2.5% pa for industrial property in each year. We believe this to be a conservative assumption in the context of the all-UK market forecasts shown Exhibit 2 on page 6, and tightening regional supply. We assume no retail ERV growth. We do not forecast any impact from ERV growth on rental income during the forecast period due to lease expiries. We do, however, expect ERV to grow and for this to have a positive valuation impact, with an assumption of unchanged valuation yields. As we discuss above, a reduction in valuation yields seems likely and we show a sensitivity of NAV to yield movements in Exhibit 18 on page 17. We would note that while contracting yields would lift property valuations and NAV, it would not affect underlying earnings and dividend paying capacity and would actually make it more expensive for the company to acquire additional assets.
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We initially assume that property operating costs that cannot be recovered from the tenants at 9% of gross rental income, and administrative costs including management fees at 18.5%. The non-recoverable cost ratio is assumed to decline slightly over the forecast period as occupancy increases, management fees grow in line with the contract terms, and other administrative costs are assumed to grow at 1.5% pa. Investment management performance fees will not be satisfied until the end of 2018. These were estimated at £95,000 but not accrued in FY15, but RGL indicates that it will begin to accrue these going forward and we have included this (including the £95, 000 in respect of FY15) from FY16e. We estimate, based on our own NAV and dividend assumptions, that the cumulative impact on FY18e EPRA NAV per share is relatively small at c 1.0p per share.
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We have assumed £8m pa of capex investment in the portfolio that is capitalised but adds to net debt.
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Our estimates show LTV relatively stable at c 39% over the forecast period (c 40% at 31 March 2016), with average borrowing costs of 3.7%, the same as the average rate at Q116. The cost of debt is effectively fixed by swap agreements and the first maturity on existing debt facilities is not until December 2018. There is one £65m facility at a fixed 5.0% pa, which raises the average cost of borrowing; if there is an opportunity to refinance this facility ahead of the August 2019 maturity, on economic terms, we believe that the company would do so.
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As a REIT, the company will pay out a minimum 90% of its operating earnings. Our forecasts show the dividend fully covered in 2016 and 2017, building to what we consider to be a reasonable long-term cover of c 1.1x by 2018. A 1.75p dividend was declared for the three-month period to 31 March 2016, and it is the board’s intention, barring unforeseen circumstances, to pay two further quarterly dividends at around this level, with a fourth quarterly dividend that will manage compliance with the required minimum.
Asset growth would enhance dividend-paying capacity
Given the positive spread between available yields and funding costs, we estimate that additional asset growth through acquisitions would be accretive of earnings per share and dividend-paying capacity, although potentially dilutive of NAV per share. We believe that RGL will look for opportunities but will remain selective and will seek to balance any trade-off between earnings/dividend enhancement and NAV dilution.
The board is targeting a long-term LTV ratio of c 35%, although it has previously indicated that it would be prepared to see this increase to around 45% over shorter-term periods. There is a hard limit of 50%. We estimate that the company could add c 10% to our forecast property assets, or c £50-55m of additional property, before the LTV ratio would reach 45%. Net asset growth above this level would require additional equity and, despite the share price discount to NAV widening post the Brexit vote, we estimate that acquisitions, partly funded by equity issue at around the current share price or higher, would still be accretive of EPS and dividend-paying capacity, but potentially dilutive of NAV per share. We do not believe that management would look to raise equity for cash at a price below NAV per share, but we do believe that it would consider issuing equity as payment in kind for accretive acquisitions.
In the illustration below, we demonstrate the potential for accretive acquisition growth, locking in the positive spread between available yields and the cost of debt on that part of the consideration funded by debt, and spreading the fixed cost base over a larger pool of assets.
Our chosen assumptions suggest that a net addition of £50m of property assets could enhance our forecast earnings and dividends by c 2% and £250m of assets by c 6%, despite requiring greater new equity support (assumed to be issued at the current price). The manager cites a strong track record of executing on deals with a wide range of vendors (banks, receivers, institutional investors) that positions it as a recognised player in regional office and industrial markets. At the IPO in November 2015 the manager indicated that it was actively exploring a number of acquisitions of up to £250m in value, although it would be unlikely for all of these to reach completion. Since then, five acquisitions have completed with a total value of just over £130m. Two large transactions accounted for £117m of this total and the smallest was £3m. With the publication of the FY15 full year results in March 2016, the manager indicated that it was reviewing up to £500m in possible transactions. If one were to apply a similar completion ratio to this pipeline as to the IPO pipeline, it could translate into c £250m of firm investment opportunities over time.
In Exhibits 13 and 14 we illustrate the potential impact of net asset additions (acquisitions net of disposals) of between £50m and £250m. For clarity the impacts are shown on an annualised basis as if they had occurred at the beginning of 2016 and contributed for a whole year, whereas in reality the impact would depend on timing. Exhibit 13 sets out the assumptions. We assume that assets are acquired at a net yield of 8.5%, similar to the yield achieved on acquisitions in Q116. We take off investment management and property management fees, and assume a modest incremental increase in other administration expenses, noting management’s view that the current cost base (excluding management fees) can broadly support up to c £750m in gross assets. Marginal debt funding is assumed at 3.35%, assuming 3.0% interest and hedging costs and 0.35% pa amortisation of loan arrangement fees. The required equity funding is assumed to be raised at 92.5p per share, a slight discount to the current price. We have determined the mix of cash/debt funding versus new equity funding by fixing the overall portfolio LTV (existing and new assets) at 40%. While this is higher than the long-term target of 35%, we note that we have assumed no benefits from the asset management of the newly acquired assets. Given the strategy of targeting undermanaged, under-let and under-rent properties, we think that we have been conservative and that there would be additional income and valuation upside (lower LTV) that is not captured by our illustration. New equity is assumed to be issued at the current market price.
Exhibit 13: Illustrated sensitivity to various net asset acquisitions (£000s)
Net additions to portfolio (£000's) |
50,000 |
100,000 |
150,000 |
200,000 |
250,000 |
Assumed net initial yield |
8.50% |
8.50% |
8.50% |
8.50% |
8.50% |
Incremental net rental income (£000's) |
4,250 |
8,500 |
12,750 |
17,000 |
21,250 |
Investment management fees |
(291) |
(621) |
(951) |
(1,281) |
(1,611) |
Property management fees |
(187) |
(374) |
(560) |
(747) |
(934) |
Other administration expenses |
(74) |
(110) |
(146) |
(181) |
(217) |
Total incremental expenses |
(553) |
(1,105) |
(1,658) |
(2,210) |
(2,763) |
Total incremental expenses/net income |
13% |
13% |
13% |
13% |
13% |
Assumed cash/debt consideration (£000's) |
23,518 |
43,518 |
63,518 |
83,518 |
103,518 |
Assumed cash/debt as % of total consideration |
47% |
44% |
42% |
42% |
41% |
Assumed equity consideration (£000's) |
26,482 |
56,482 |
86,482 |
116,482 |
146,482 |
Assumed marginal cost of debt |
3.35% |
3.35% |
3.35% |
3.35% |
3.35% |
Incremental finance expense (£000's) |
(788) |
(1,458) |
(2,128) |
(2,798) |
(3,468) |
Incremental earnings |
2,910 |
5,937 |
8,965 |
11,992 |
15,020 |
Incremental earnings as % of new investment |
5.8% |
5.9% |
6.0% |
6.0% |
6.0% |
New equity |
26,482 |
56,482 |
86,482 |
116,482 |
146,482 |
Assumed issue price (p) |
92.5 |
92.5 |
92.5 |
92.5 |
92.5 |
New shares issued (m) |
28.6 |
61.1 |
93.5 |
125.9 |
158.4 |
2016e average number of shares (m) |
274.2 |
274.2 |
274.2 |
274.2 |
274.2 |
Pro -forma average number of shares (m) |
302.8 |
335.3 |
367.7 |
400.1 |
432.6 |
Assumed pro-forma Group LTV |
40.0% |
40.0% |
40.0% |
40.0% |
40.0% |
Source: Regional REIT data, Edison Investment Research
In Exhibit 14 we show the outcome from our illustration. In each scenario there is an uplift to EPRA earnings and, assuming an unchanged pay-out ratio, to DPS. Given the positive spread between income, net of expenses, and funding costs, the higher the asset growth, the higher the accretion. Because of the assumption that equity is issued at the current market price, a discount to NAV, and that acquisitions are made at fair value, NAV per share is diluted by a similar amount. In practice we believe that management would anticipate significantly reducing the immediate NAV dilution over the medium term through the application of asset management initiatives.
Exhibit 14: Impact of illustrations on earnings per share and dividends
Net additions to portfolio (£000's) |
50,000 |
100,000 |
150,000 |
200,000 |
250,000 |
2016e EPRA earnings |
21,939 |
21,939 |
21,939 |
21,939 |
21,939 |
Pro-forma 2016e earnings |
24,848 |
27,876 |
30,903 |
33,931 |
36,958 |
Earnings enhancement |
13.3% |
27.1% |
40.9% |
54.7% |
68.5% |
2016e EPRA EPS |
8.0 |
8.0 |
8.0 |
8.0 |
8.0 |
Pro-forma 2016e EPRA EPS |
8.2 |
8.3 |
8.4 |
8.5 |
8.5 |
EPS enhancement |
2.6% |
3.9% |
5.0% |
6.0% |
6.8% |
2016e DPS |
8.0 |
8.0 |
8.0 |
8.0 |
8.0 |
Dividend cover (EPRA EPS/DPS) |
1.01 |
1.01 |
1.01 |
1.01 |
1.01 |
Pro-forma DPS |
8.15 |
8.26 |
8.35 |
8.43 |
8.49 |
DPS enhancement |
2.6% |
3.9% |
5.0% |
6.0% |
6.8% |
2016e EPRA NAV per share |
113.1 |
113.1 |
113.1 |
113.1 |
113.1 |
Pro-forma 2016e EPRA NAV per share |
111.1 |
109.3 |
107.8 |
106.6 |
105.5 |
NAV enhancement |
-1.7% |
-3.3% |
-4.6% |
-5.7% |
-6.7% |
Source: Regional REIT data, Edison Investment Research
As the share price recovers from the immediate post-Brexit sector sell-off, it is worth considering the range of outcomes depending upon the price at which equity may be issued (our illustration being based on 92.5p).The higher the price at which shares can be issued, the higher the earnings accretion and the lower the NAV dilution. We show the potential impact on 2016e EPRA earnings per share and dividend paying capacity in Exhibit15 below. If shares were to be issued at our expected 2016e NAV per share of 112.9p then there would be no NAV dilution, but at 85p the NAV dilution would be 9.5%.
Exhibit 15: Illustrative 2016e EPRA EPS enhancement for alternative share prices
|
Net additions to portfolio (£000's) |
0 |
50,000 |
100,000 |
150,000 |
200,000 |
250,000 |
85.0 |
1.7% |
2.3% |
2.7% |
3.1% |
3.4% |
90.0 |
2.3% |
3.4% |
4.3% |
5.1% |
5.7% |
92.5 |
2.6% |
3.9% |
5.0% |
6.0% |
6.8% |
95.0 |
2.8% |
4.4% |
5.8% |
6.9% |
7.8% |
97.5 |
3.1% |
4.9% |
6.4% |
7.7% |
8.8% |
100.0 |
3.3% |
5.4% |
7.1% |
8.6% |
9.8% |
112.9 |
4.3% |
7.5% |
10.1% |
12.4% |
14.4% |
Source: Edison Investment Research