Shaftesbury Capital PLC (SHC) Earnings Call Transcript & Summary

Good morning. Welcome to Capco's interim results presentation. This is the agenda for today. I'll start with an introduction and overview; Situl will present the financial review; and Michelle will update on Covent Garden. I'll then finish with a summary and outlook, followed by questions from analysts. Capco is one of Central London's largest REITs with a portfolio of investments valued at GBP 2.3 billion. Our strategy focuses on value creation opportunities to generate long-term superior returns on investing in prime Central London real estate. Our principal asset is the landmark, Covent Garden estate, representing over 70% of our total portfolio. Capco has a strong track record of accretive investments and aggregation of ownership in the West End and we hold a 25% interest in Shaftesbury plc, which is the owner of an exceptional mixed-use portfolio of over 600 buildings, many of which are adjacent to the Covent Garden estate. For the 30th of June 2021, the valuation of our investment in Shaftesbury was GBP 552 million, up GBP 51 million from the initial acquisition costs. Our investment provides strategic optionality and the opportunity to benefit from the recovery of the wider West End. This year has been characterized by government restrictions and stop-start trading conditions for retail and hospitality. The rollout of the vaccination program is enabling the gradual return of footfall to Covent Garden as well as building consumer and business confidence. Our aggressive management actions and strong financial position over the last 18 months have positioned the business to benefit from a recovery and future growth opportunities. We have reopened the game positively, maintaining our world-class customer lineup. Covent Garden is the most vibrant district in Central London with just 3.4% vacancy which is significantly less than Central London, where vacancy of just under 10% has been observed. This is directly attributable to our strong management team and proactive approach. Our strategy focused on supporting our tenants to maintain the vibrant consumer offer and support the long-term value of the estate. We continue to manage the estate creatively by implementing our consumer-focused marketing strategy. Our team recently launched a cultural program with public art installations, digital activity, cultural events, 800 alfresco dining seats and pop-up bars across the estate, making it London's most sought-after destination for customers and visitors. The enduring appeal of Covent Garden continues to be seen through the recovery in footfall and trade following the easing of COVID measures. Although customer sales data is limited and relates to a short period, the trajectory has been positive, which is very encouraging. The pedestrianization of additional streets and market-leading, alfresco dining have been very well received, enhancing our hospitality customers trading prospect. Covent Garden's strong fundamentals and attractiveness continue to generate an excellent level of leasing activity with 29 transactions completed during the period. The pace of rental decline has slowed as the values have taken account of recent market transactions and the significant level of demand reflecting the improved sentiment. Backed by our strong balance sheet and creative management team, we're confident in the long-term prospects of Prime Central London and in particular, the West End. Turning to results. Overall, total property value decreased 5.1% like-for-like to GBP 1.8 billion. NTA declined 6.1% to 199.2p per share, giving a total return of negative 6.1%. COVID continues to impact income and earnings. Underlying net rental income was flat against June 2020 at GBP 25 million, which has resulted in underlying earnings of 0p per share. We maintain a clear strategy with strong operational focus, a disciplined approach to capital allocation and cost management. Net debt to gross assets was stable at 28%, whilst the Covent Garden loan-to-value ratio reduced by 1% to 18%. Notwithstanding the challenging backdrop and taking account of the improved investment sentiment, the directors have restored the dividend and proposed an interim dividend of 0.5p per share. The Covent Garden portfolio decreased in value by 4.9% like-for-like over the year to GBP 1.7 billion. The main contributor was a 4.3% like-for-like decline in ERV to GBP 75.8 million. As I said earlier, the pace of rental decline has slowed and the equivalent yield was stable at 3.94%. The initial yield is 2.98%. In addition, during the period, we completed the sale of 2 predominantly residential properties on Southampton Street for GBP 50.2 million. We continue to advance our extensive environmental sustainability and community agenda supported by a Board committee, which is setting clear actions. Sustainability is embedded across the business and continues to grow in importance for our customer and the Board of consumer as tackling the challenges of climate change requires immediate action. Capco has committed to achieve Net Zero Carbon by 2030 with a detailed pathway expected to be published over the coming months. We've also commenced the customer engagement program to identify opportunities to lower carbon impacts across the estate. We recently conducted an employee survey and are pleased to report our people continue to be highly engaged. This represents a key strength and differentiator of Capco. We remain focused on responsible stewardship, investing in high-quality public realm and continue to provide support for the wider Covent Garden community as part of our extensive ESG agenda. I'll now hand over to Situl for the financial review.

Thank you, Ian, and good morning, everyone. I'll take you through the financial review, starting with the income statement and then moving on to the balance sheet, cash movements and our debt position. As you can see, underlying net rental income was GBP 25.2 million, in line with the first half of last year. This is reflective of ongoing disruption to income as our customers are subject to significant restrictions for much of the period. Rental support continues to be provided selectively and on a reducing basis following the easing of restrictions. Collection patterns have improved, and we would expect that trend to continue over the coming months. Underlying net rental income is stated after deducting GBP 1 million of bad debt expenses. And arriving at the reported position, there are noncash movements with a further GBP 4.2 million in relation to the impairment of surrender premia and similar assets. Underlying admin costs were reduced to GBP 9.1 million, continuing the downward trend of recent years from a run rate of over GBP 50 million towards our target of GBP 20 million per annum, notwithstanding certain upward pressures over the last 16 months. Net finance costs of GBP 16.2 million reflects the increased level of net debt following the Shaftesbury investment in 2020. This amount includes commitment fees on undrawn facilities and GBP 2.5 million with amortization of debt issued costs. We continue to hold a significant amount of cash and have access to substantial additional liquidity through the RPS. These movements, taken together, resulted in a neutral earnings position. Post the period end, dividend income of GBP 2.3 million was received from our investments in Shaftesbury. We are pleased to be in a position to recommence dividends, the proposed payments of 0.5p per share, this evenly between a pit and ordinary dividend. Subject to regulatory approval, there will be a scrip alternative. This chart shows the transition for gross income of GBP 61.8 million to ERV at GBP 75.8 million on the right. As a result of continued leasing activities the contracted and under offered position was GBP 70.6 million and vacancy remained low at 3.4%. In total, there is currently some GBP 14 million of reversion to be captured. Moving on to the balance sheet. The total market value of property assets declined by 5% to GBP 1.8 billion. The like-for-like movements at Covent Garden was 5%. This was driven primarily by a reduction of 4.3% in ERV with a particular emphasis on retail. The cap rates were stable at just under 4% and the value adjustment or assumed loss of income has been reduced by GBP 16 million. The valuation of Lillie Square, adjusting for disposals and CapEx decreased by 8% to GBP 108 million. Net debt has been reduced to GBP 668 million with group leverage up to 28%, whilst Covent Garden LTV has been maintained at a low level of 18%. The final cash payment sales cost, the GBP 15 million is due to be received later this year. EPRA net assets were GBP 1.7 billion or 199p per share with substantially all of the movements being attributable to property valuation. The Shaftesbury shares are held on the 30th of June share price of 569.5p, a 10p movement from the Shaftesbury share price at 1.1p impacts on our NTA. So for instance, taking the average share price for the first half would result in an NTA of 203p per share. This chart summarizes the main areas of cash movement over the first half. Net proceeds from disposals were GBP 57 million, comprising the sale of Southampton Street properties and completions at Lillie Square. Financing cash flows related to the repayment of outstanding balances on the Covent Garden RCF and the Lillie Square loan facility. Taking into account other movements, group cash was GBP 274 million, with the RCF being available in full and so providing access to substantial liquidity. We have a strong capital and liquidity position and a modest level of capital commitments. Overall, group leverage 28%. The loan-to-value position at Covent Garden provides significant headroom against the debt covenants with valuations able to fall by a further 70%. As announced previously, given the impact of reduced NRI waivers are in place in relation to the interest Covent covenants for the whole of 2021. That said, the covenant has been met for the first half. There are no near-term maturities on loan debt. Given the very strong liquidity position of the group and the financial efficiency, we intend to refinance the RCF and reduced size during the second half of this year. The company maintains considerable financial flexibility with significant liquidity and covenant headroom, backed by a disciplined approach to capital and cost management. And with that, I will now hand over to Michelle.

Thank you, Situl, and good morning, everyone. At Covent Garden, we've been focused on positioning the estate for recovery. We are encouraged by the good leasing traction we are seeing on the estate. Over the period, 29 transactions representing GBP 6 million of income have been secured on average, 6% below December 2020 ERV. There is a good pipeline of GBP 3.1 million of income under offer as we continue to target a world-class mix for the Covent Garden estate. We are pleased with the level of new store listings as brands continue to invest in this location for new concepts. Seven new openings occurred across the estate and 12 were expected over the course of 2021. Maintaining occupancy with the right type of tenants remains an area of focus with vacancy low at 3.4%. During the period, we disposed of 2 residential net blocks from Southampton Street for GBP 50.2 million. Whilst the market backdrop has been challenging, we are pleased with the positive reopening of the estate and the levels of activity secured. As Ian noted, the Covent Garden valuation declined by 4.9% like-for-like to GBP 1.7 billion in June '21. ERVs have reduced by 4.3% to GBP 75.8 million. Retail makes up the majority of the rental decline, with the valuer continuing to take a cautious view of large units on absolute rents. The valuer's assumption on loss of income has reduced from 6 months to 3 months, resulting in a positive adjustment of GBP 16 million in the period. The valuer considers each unit individually and have taken account of recent market transactions, along with the demand across the estate, reflecting improving sentiment as restrictions have eased. Over the last 18 months, our actions have been focused on positioning Covent Garden competitively, owning our customer relationships, managing vacancy with the right brand and bringing creativity and energy to the estate are key for us. As reported at the year-end, rental support has been provided on a case-by-case basis. This support extended into the first half of this year and is expected to taper through the second half as restrictions are lifted. We have successfully reopened with a strong customer lineup, and there have been minimal tenant failures. In addition, a cohesive pedestrianization strategy, working closely with our stakeholders, enabled the introduction of 800 alfresco seats across 35 restaurants, creating the environment to maximize trading prospects and drive footfall. Despite an absence of international travel and low office occupation, the domestic and London consumer is engaging well with Covent Garden. Footfall is tracking Western benchmark and a significant number of customers are noting greater utilization, conversion rates and larger basket sizes and sales are gradually improving. Although customer sales data represents a relatively short period, the trajectory has been encouraging with certain categories such as F&B and luxury outperforming. As you can see from this slide, we have signed high-quality concepts to the estate. We are delighted to have signed 2 new flagship stores anchoring either side of King Street. Following last year's pop-ups, the digitally native beauty concept has now agreed terms for a long-term lease for their first London store. Reformation, another digital brand with a focus on sustainability, will also join our lineup. Vashi has opened its new London flagship store joining Bucherer which has now opened its larger concept. Sacred Gold have signed in the market building and Arc'tyrex will open shortly having signed earlier in the year. Following completion of our refurbishments to create a new destination restaurants, Ave Mario by Big Mamma Group, has now opened. And Mrs Riot, a new bar and restaurant, have signed and opened on Henrietta Street. The refurbishment of 3 Henrietta Street are completed and The Gentlemen Baristas are fitting out their new flagship hospitality concept. Notwithstanding government restrictions on trade in the first half, We've been encouraged by the demand we are seeing with a 50% uplift in inquiries since the same period last year and GBP 3.1 million of income under offer. We remain focused on driving content and animation. We believe vibrant estates create leasing activity, which translates into value creation. We have launched an extensive cultural series of events with a selection of bars and street food brands across the estate and art commissions driving content and digital engagements. Capco is currently partnering with the Royal Opera House for a festival of open-air performances on The Piazza while Disney is launching at Summer Stage, selling out all performances, demonstrating the desire for consumers to connect with high-quality experiences. Active asset management and refurbishment initiatives continue across the estate, including the refurbishments of 35 King Street and 5-6 Henrietta Street, both office refurbishments, which will come to market next year. Total current capital commitments across the Covent Garden estate remained modest at GBP 3.9 million. Further to an assessment of forward returns, 2627 Southampton Street and 3032 Southampton Street, both predominantly residential buildings, were sold for GBP 50.2 million. These properties comprise a greater proportion of larger units, requiring capital expenditure over the medium term. We continue to track target investments in Covent Garden and our strong balance sheet means we are well positioned to act should these opportunities arise. In summary, the actions we have taken have focused on ensuring the estates reopen positively, and we are pleased with the transactional activity secured. We are confident the actions taken and our vision for Covent Garden position it to maximize market demand and benefit from a recovery. I will now hand you back to Ian. Thank you.

Thanks, Michelle. So a few thoughts looking ahead. Firstly, it's great to see the West End busy again. Covent Garden is definitely the most vibrant district in Central London. My sense is that the worst is probably behind us with the activity levels we are seeing pointing towards recovery. There remain challenges in the near term, but with the lifting of restrictions, the return of office workers and opening of nighttime activities, this will all help the economy move towards more normal levels of activity. Throughout the COVID period, our team has worked hard and has successfully maintained high occupancy levels with a limited amount of available units. However, we're cognizant of higher vacancy levels across Central London in general, which may take some time to be absorbed by the market. We're particularly pleased with the resilience of our world-class customer lined up, the level of investment of new customers fitting out space and our strong leasing pipeline. The pace of rental decline has slowed and yields stabled, which reflects the valuer's view on improved sentiment and the strength of demand for our prime Central London estate. We will continue to monitor customer sales data which is moving in the right direction with positive trajectory to date. It will be important that this continues for the rest of the year, building towards the important business trading period. We will remain disciplined in the allocation of shareholder capital, and we'll continue to focus on response stewardship, implementing our ESC strategy and working to achieve Net Zero Carbon by 2030. Through our long-term vision, entrepreneurial culture and implementation of strategy, we position the business competitively for the future. Capco is in a strong financial position with significant financial flexibility. We are confident in the future of the West End in particular, Covent Garden, and the long-term value of our unique portfolio of investments. That concludes the formal presentation. We'll now take questions from analysts. If you'd like to ask a question, please let the operator know. Thank you.

[Operator Instructions] Our first question comes from Miranda Cockburn of Panmure Gordon.

Just wanted to ask a few questions on the rent. So the leasing transactions that occurred in the first half, you highlighted that they were 6% below the December ERVs. Can you give any indication of where they were versus previous passing rent? And also you mentioned GBP 3.1 million of income under offer game. Was that at a similar level below ERVs? Just really trying to work out whether rents are bottoming here. And also, whether you can give us a little bit of detail on the kind of lease structures that you're putting in place, whether those have changed much over the last year?

Miranda, thanks for that. The lease structures aren't materially different from where they've always been at Covent Garden. We've always done a mixture of different transactions. I think the 29 leases that are declared as it were in the first half as you say, are roughly 6% below the end of last year. That's sort of reflected in the value assumptions of ERV, which are 4.3% down. So second quarter is probably better than the first quarter. I think the overall takeout for me is that it's probably the highest level of genuine inquiries that I've seen in the last 15 years for the estate and a good quality brand. and they're opening regularly now. So I think that's positive for the estate, and we're beginning to get competitive tension now on specific units. But maybe Michelle would like to add to that.

Thanks, Miranda. Yes, we're pretty pleased with the level of activity that we've secured across the estate. I think you can tell that from one of my slides that the quality of the names have been an absolute focus for us. So we're quite pleased with those brands and have been attracted. I think in terms of the deals themselves, the value is taken into account in the deals that we've done, which is a way of seeing deals being struck 6% below ERV, and that's reflected in the valuation.

Our next question comes from James Carswell of Peel Hunt.

Just a quick question on the investment market. And I guess twofold. One is, are you seeing any opportunities at the moment in terms of your assets becoming available to purchase? And then second, just on the market more generally, I mean, yields were flat in the period. Is there -- I mean, we've seen obviously a pretty good tick up in terms of volumes for offices. Have you seen that in your estates as well in terms of other parties looking at buildings? And where is the competition coming from? And how deep is it do you think?

Look, we're following a few properties that we quite like to buy, but not seeing any immediate entry opportunities. There's 1 or 2 smaller buildings that are sort of trading. But the larger properties in -- certainly in our immediate area, Covent Garden, tends to be well-owned. So we're following a few properties around Long Acre, et cetera. There may be 1 or 2 opportunities on the estate, buying in existing positions and increasing our ownership on buildings. But we're not, at the moment, seeing any specific bargains. There's a lot of people wanting to buy at the moment. I'm sure others will -- a better place than I've talked about the office market, but there seems to be a high degree of interest in well-let modern office buildings at the moment. We're sort of seeing that with people wanting to perhaps do things together with us. But at the moment, the focus for our company is really making sure that rents have stabilized, vacancy is maintained at low levels and we're getting back to a position where once the market allows, we can be first out of the blocks for rental growth.

Our next question comes from Sander Bunck of Barclays.

Two quick ones, please. First one, can you give any color on footfall and retailer sales so far, what you're seeing? I appreciate there's probably quite a wide spread between the various types of tenants, but just roughly ballpark, how do kind of footfall and sales levels compared to 2019? And the second question is a slightly more technical one, but I was just wondering, I was looking at the bridge between current rental income and ERV, and I noticed that the total contracted and under offer is currently approximately GBP 71 million, which compared to around GBP 77 million at year-end. That's quite a material reduction in terms of the amount of rent that is contracted or under offer. And I was just wondering how that can be explained, especially as vacancy levels have remained relatively low.

The footfall is building nicely. It's early days, obviously, but the entire estate is open and the footfall counters are on certain days getting to levels that aren't that far behind where we were pre-COVID. But in general, I'd say that we're probably at the upper end of the statistics that are generally released to the West End by the new West End company. What surprised us, I think, is the quality of that footfall for Covent Garden, and how that translates to sales. So the categories that are performing very well are luxury, watches, jewelry, leather goods. And I think that's a theme generally around the world at the moment. You'll have seen some of the luxury goods companies have actually reported pretty healthy sales elsewhere in the world. And that's tapping into that domestic consumer that wants to go out and enjoy themselves and spend money. That's also then translating into the food and beverage. And we've had a number of new openings such as Ave Mario, Mrs Riot recently that have opened as well, and we're seeing good, good turnover figures on that. So I think the conversion rate, if you like, of the domestic consumer is higher today than it probably was pre-COVID and that luxury or premium is out selling in a standard retail. We're also seeing good demand for the digitally native brands that are taking physical space. And whether that's Kick Game on, for instance, on James Street or whether it's the recently announced transaction with Glossier. These are all pointing towards the future and places such as Covent Garden being of real importance to these forward-looking brands. And that's now being added to by environmentally responsible brands. You'll notice that we just signed Reformation, which is at the forefront of responsible apparel. So that -- all those trends seem to be apparent to retailers and consumer and manifested in Covent Garden. So once we've got more data that's more reliable than it is today, then obviously, we can speak more fully about that. The component is obviously missing at the moment, generally in the West End, and Covent Garden is no different to anywhere else in the West End, frankly, is the international visitor, that should hopefully begin to return once the rest of the world's vaccinated. Specifically on the detailed question you asked, I'm going to pass it over to Situl, who's been beavering away, looking at the slides whilst I was talking.

And we can pick up the kind of detail with you afterwards. I think in broad terms, the change in that bar is reflective of the change in gross income. Clearly, some of those other components have changed. So for example, the pure contracted and under offer bar has gone from, I think, just over GBP 1 million to just over GBP 3 million. Most of the movement is in that gross income bar, and that's really a function of various tenant movements that have happened over the last few months. And the full year impact, if you like, for the full period impact of prior changes. So that -- so there's kind of various ins and outs in each of those bars. As I said, happy to take you through some of that detail, separately, if that would be helpful.

Okay. Just mainly -- just -- if you say like most of that is through the starting point, I would have expected that one of the bars would have been quite a lot higher if some of the starting gross rental income -- if there was quite a lot of incentives included in that number. But basically, given that the rest of the rent freeze and turnover in contracted and under offer, there's some individual moving parts, but roughly they stay the same. Does that mean that actually quite a lot of the gross and -- how is it possible that the starting point is so much lower when the other changes are pretty minimal in total?

Yes. It's really a function of tenants coming in and out of that gross income, which includes the impact of leasing activity that we'll have undertaken over the last year. It's not a spot number with a small number of movements. There are lots of tenants kind of on any annual basis coming in and out of that gross income bar. Clearly, last year, we saw, as said, this movement, particularly in some of the larger units which -- the impact of which you would have seen in last year's numbers.

Okay. And just a slight follow-up from -- I think Miranda asked it as well, like how do new lettings compare to previous passing as opposed to ERV?

Sander, it's Michelle. We're generally tracking ahead of passing rent. So we're pretty pleased with the levels of activity that we've secured. I think when you look at the quality of the brands that have been signed, we're pretty pleased to be putting those in spaces where other tenants have exited. Generally, we're pretty pleased that we're running ahead of passing rent and that it looks as though top line rents are stabilizing. Do you want to add to that, Situl?

No. You got it.

[Operator Instructions] We have a question from Tom Musson of Liberum.

Just a question on residential property. There's a big difference between the like-for-like residential values, which were flat in the Covent Garden portfolio and the 7.9% decline at Lillie Square. So just wondered if you could provide -- maybe add a bit of color on how the valuer is arriving at the different valuation movements there?

The Lillie Square is a valuation of all our residual interest in the joint venture there. So that also includes investments on the estate that are held for development and some undeveloped land. So majority of the movement would actually relate to that rather than the inventory that is remaining to be sold, which is principally one block in Phase II, which has been held back and will begin to be launched over the next 6 to 12 months. Prices, actually, in that block are very similar to pre-pandemic pricing. So that's really your answer. At Covent Garden, there's been some nominal movements, which have been reflected in the valuation. But generally, as -- units that are available for actual sales are broadly the same price.

The next question in the queue comes from Rob Virdee of Green Street.

Just a couple from me. So number one, vacancy is pretty low. Has the eviction moratorium had any impact on that at all?

No, is the shorter answer. We we've been very clearly and consciously engaged with the customer, really, from the start of the pandemic and before that. We've worked very hard to select our customer line up over the last 10 years or so. And we feel that they're representative of the estate that the consumer wants to see going forward. So we've worked very closely with our customer base to make sure that they get the help that they need, and that's represented in the very small number of failures that we've had across the estate and the sort of the bounce back in demand for the estate. So it's an issue that affects the industry as a whole, but it's not been a feature for us.

Okay. And then just on some of the new leases. Of those 29-odd, how many were kind of short-term temporary leases, if any? I think last time, 6 months ago, you were saying something like a dozen of the 70 were temporary short-term leases?

I mean there's always 1 or 2 -- we're always seeing 1 or 2 pop up just to animate space, but the key leases are normal long-term leases that we'd expect in a normal market. So it's remarkably unchanged, frankly, other than ERVs.

Right. And finally, if I may, just on obviously reading a lot about the pingdemic and a lot of labor shortages, just wondering whether that really impacts any of the trading with your tenants. Is that impacting cash collection rates? And just to add on to that, when do you think you're going to normalize high rent collection rate again?

The key thing is that rental collection is improving by each quarter, and we expect that trend to continue. Obviously, there are some customers that are not doing as well as others. And therefore, they may need some further assistance, which we're happy to consider if and where it's merited. But we expect collection rates to continue to improve. I mean in the context of Capco, it's not as significant for -- as for other businesses. These are conscious investments for us in making sure that we've got a lineup that is able to enjoy the recovery when it happens. And as I said earlier, we're first out of the box in rental growth because that's what's going to return value to our shareholders fastest. As far as the pingdemic, using your words, it's not something that's been mentioned to me. I'm sure there will be instances where it doesn't help the operational effectiveness of some of our customers. But it's not been a feature of any conversations that we've had with our customer base so far.

[Operator Instructions] We have no further questions in the queue. So I'll hand back to you, Ian.

Thanks very much. Well, I appreciate your time, this morning. Thank you very much. If you've got any follow-up questions, then obviously, we're available for you for the rest of the day. I would love to see you all down at Covent Garden at some point. It's really quite vibrant here, there's a lot to do. And if you do come to the estate, make sure that is known. We'll look forward to seeing you. But thank you very much again for your attendance.

Ladies and gentlemen, this concludes today's call. Thank you for joining. You may now disconnect your lines.