Conclusion: DDS with a $9-handle, or even an $8-handle, was enough to land a spot on our bench of short ideas. But with the spike in the wake of comments by Marcato Capital saying that the stock ‘may be worth $155’, we simply had to weigh in with what ludicrous assumptions you need to make in order to reach that value. We think the property value is maybe $50 per share – on a great day. Let’s not forget about the underlying business, which is looking toppy. We'll take the short side of this debate any day.
The comment that sparked yesterday’s rally was grounded in what could happen to DDS stock price if the company spins out its internal REIT. We absolutely agree that there is real estate value at DDS. The company owns 245 of its 296 stores outright, or about 42mm square feet of retail anchor tenant space throughout the South. There’s another 19 stores where it has equity ownership through hybrid and ground leases.
But let’s consider a few things.
In January 2011, DDS first announced that it would spin off its real estate into a wholly owned REIT. But at the time, it failed to monetize its assets to the public. Three considerations…
- DDS had a sizable NOL that was set to expire at the end of its fiscal year (Jan 11). Proceeds from the internal REIT transaction were offset by the NOL, giving the company a $202mm tax credit in FY11. Because of the transaction assets were marked to fair value allowing the company to realize tax depreciation deductions by $5mm on annualized basis for the next 20yrs and $2mm for years 21-40. Simply put, this was a no-brainer at the time from a financial engineering standpoint. But it doesn’t mean that there’s a public market for DDS’ properties, even though the equity market thought so at the time.
- Typically one retailer would not account for more than 10% of a property owner’s income. The point here is that the pool of buyers out there is extremely limited for such a large number of stores.
- DDS’ current real estate portfolio is very heavily weighted towards B & C mall properties. These assets account for less than 20% of public mall REIT NOI despite their disproportionately high representation. The top 30% of mall properties for example account for 60% of public REIT NOI. Dillard’s presence at these premier properties is scant.
What About Value?
Let’s start with the only two assumptions that really matter here, which is a) the rent/foot for the portfolio and b) the cap rate (a de-facto discount rate – the expected rate of return based on the asset’s income profile).
a) Most anchor tenants average somewhere between $4-5 per square foot. KSS is bottom of the barrel (strip malls are cheaper) at about $4.15, JCP is about $4.95, Macy’s at $5.15, and JWN at $6.30. On the properties that Dillard’s currently leases, it is paying around $4.90 per foot. But the catch here is that those are among the best properties in its portfolio. Our sense is that the properties in question (that could be monetized) are closer to $4.25.
b) The cap rate is more theoretical, but no less structured. Usually it’s feast or famine. What we mean is that the lower rent-generating assets will command a higher cap rate (north of 10%), while the premium higher-quality properties will have a cap rate within 300bp of the risk free rate. Given the preponderance of B and C malls in Dillard’s portfolio we suspect that we’d be looking at a cap rate of about 10%.
c) Add those two assumptions together and you get a value of about $1.8bn, or about 38% of DDS’ enterprise value. That’s about $42 per share, about 55% below current levels. We’re not saying that this where the stock is going, but there’s another $3bn in Enterprise Value that needs to be supported by these things called Revenue and Margins. They sometimes get forgotten when people get overly pumped about real estate.
d) Let’s assume for a minute that we’re totally wrong in our assumptions – after all, we have not had an independent appraiser visit each of the 264 properties owned by DDS. But where the stock is now, we don’t think we have to. Let’s assume that Dillard’s rent profile is an even $6.00 per foot – which is just a hair below JWN. Now let’s assume a cap rate of 6%, which is far better than you’ve got at Macy’s, and probably nearing the ballpark of what we might expect at Wal-Mart. That gets us to a $105 per share value. That’s within 10% of where the stock is trading today. You want to get to $155 in the stock? Use $6 per foot at the same yield we’re looking at today on a 30-year treasury. Good luck with that.
And if the company does manage to pull off this public REIT, then ask yourself what it does with the proceeds. About 45% of it goes to pay off debt. So then it goes from having net debt to having net cash. That’s definitely a plus. But another thing people often forget to do when properties are sold is ask the question as to whether the company will remain a viable entity. If the answer is Yes for Dillard’s, which we suppose is the case (unlike the SHLD property debate), then we have to add back $200mm per year in rent. It has these properties now at a great rate (free), but when it sells them it has to pay to play.
The punchline for us on this one is that a $155 value is simply ridiculous. We have a hard enough time getting to $90. The asset play is maybe $50 at best – and that’s assuming there is liquidity (we’re uncomfortable assuming that one). More realistically, DDS sells off properties a few at a time, where the pool of buyers is far greater. That might help along the way, but shoots the big ‘public REIT’ call in the foot. If people start valuing this like a retailer again, the stock is in trouble.