I keep a $5,000 short position in Welltower. It’s my hairshirt. I know it won’t change anything. My penance will not help mankind. I continue to view Welltower (WELL) as the most absurdly overvalued real estate investment trust in the market today. The company is a provider of senior living residential facilities. Welltower mesmerizes all who worhsip at the orthodox church of demographics. “Thou shalt not question thy trend of aging baby boomers” is the first commandment obeyed by all who kneel at the altar. Yet here I am. Tilting at windmills.
Welltower hovers near the $100 billion market capitalization level. No REIT can match Welltower for its voracious pace of expansion which exceeds double digit percentages on an annual basis. It has been an incredible growth story. But growth requires capital, and capital comes from the addition of new shares and debt. REITs, by their tax-advantaged status, must distribute most of their net income to shareholders. Retained earnings are usually a small source of investment capital.
Issuing new shares and debt for growth works just fine for as long as you can earn a return above the cost of capital. More shareholders aren’t a problem as long as the pie is bigger. Fail to do so, and the music eventually stops. REITs become dilution machines. Welltower is on the cusp of such an inflection. The company has raised nearly $21.5 billion in new shares since Covid. It has worked so far, but Welltower now struggles to cover its shareholder distributions. Will the market eventually figure it out?
Welltower’s real estate is valued by the market at an eye-watering implied capitalization rate of just over 2.5%. The FFO yield is 2.5%, and dividends yield a paltry 1.76%. In fairness, housing the elderly is more than just real estate. Services are a key part of the menu. But here’s where it gets worrisome: Welltower is unable to cover it’s current dividends with operating cash flow. By my estimation, about 25% of the company’s dividends to shareholders are funded through the issuance of new shares. The music is playing. The chairs are in a circle.
Just for fun, let’s look at BXP. One of the leading office landlords, BXP has seen its challenges since Covid. The stock trades with a $12.8 billion market cap and offers a 5.44% dividend yield. The implied cap rate for some of the nation’s premier office buildings is about 6.22%. This seems like a reasonable cap rate, until you start asking this question: “Who are the next buyers of these office buildings?” Pension funds probably aren’t lining up to acquire these assets. No more trophies. Class A in appearance, Class A in rentability, but probably not Class A in the transaction market.
Lest you be tempted by the 5% dividend yield, you should know that BXP also struggles to pay that dividend with cash flow.
So, it’s a quick look at a couple of REITs this week. It’s Father’s Day, so brevity is best.
Until next time.
Note: The estimate of maintenance capital expenditures for Welltower is based on 1.41% of depreciated assets in service. This is the average level of improvements as a percentage of total assets for the past six years. Also, some of you may think that I am unfairly punishing these two REITs by deducting capital expendiures from net operating income. I will say that my experience has been that you can’t have it both ways. You can’t add back depreciation AND exclude capital expenditures.
DISCLAIMER
The information provided in this article is based on the opinions of the author after reviewing publicly available press reports and SEC filings. The author makes no representations or warranties as to accuracy of the content provided. This is not investment advice. You should perform your own due diligence before making any investments.
Commercial real estate is under pressure. Hospitality properties are in distress and many retail assets are struggling amid restaurant closures and the acceleration of online shopping. Thus far, long-term leases and high-quality tenant rosters have spared Class A office properties from pain. Second quarter results for major publicly traded office real estate investment trusts offer insights into the office markets of large cities, and their discounted stock prices appear to be attractive.
The second quarter
results for three office REITs were reviewed for this report: Boston Properties
(BXP), SL Green (SLG), and Kilroy Realty Trust (KRC).
Boston Properties is the
nation’s largest office REIT with over 51 million square feet owned directly,
and another 7 million owned through joint ventures. BXP has concentrations of
properties in New York, Boston, Washington, D.C., Los Angeles and San
Francisco. SL Green owns nearly 30 million square feet in New York City with
roughly half-and-half split between direct ownership and joint ventures. SLG
also holds nearly $1.2 billion of mortgages, mezzanine loans and preferred
equity positions in other New York properties. Kilroy Realty Trust has over 17
million square feet based on the west coast. It has a larger suburban portfolio
than the others, and its stock has performed comparatively well.
All office REIT executives believe their companies are well-prepared to weather the shift towards work-from-home arrangements. They have raised capital at low interest rates and bolstered their balance sheets. Lease expirations are minimal in the near term. Stocks are trading at considerable discounts to underlying asset values and offer hefty dividend yields. The ability to sustain dividend payments for the next two years seems likely and the discount to net asset values offers downside protection. Technology companies continue to lease new space. However, clouds hang on the horizon. A reduction in office floorplans seems inevitable. Financial firms may reduce headcounts as they reckon with tighter interest rate spreads and a rising collection of distressed assets in their portfolios. Meanwhile, working from home may not prove to be the revolution once envisioned in April, but certain jobs will remain permanently remote.
One Vanderbilt, SL Green
Note: This paper contains the opinions and interpretations of the
author. No representations are made regarding the accuracy of the material. The
views do not represent investment recommendations. All readers should perform
their own due diligence before making an investment decision.
Occupancy and Collections of Rent in the Second Quarter
All companies collected over 90% of rents during the second
quarter. BXP suffered from vacancy at its hotel properties, and both BXP and
SLG reported rent collections only slightly better than 50% for their retail
square footage. Yet office rent collections were better than feared. BXP and
KRC collected 98% of office rents and 96% of SLG’s office tenants paid during
the second quarter. Overall occupancy at the end of the June period stood
hovered near 93% for all three firms. However, the actual staff presence in the
buildings was minimal, with only about 10-15% physical occupancy for BXP and
SLG and 25% for KRC estimated during late July.
Financing
BXP and KRC took advantage of the decline in interest rates to
raise significant capital during the past six months while SL Green sold two
assets for over $600 million to bolster the balance sheet. In August, Kilroy
raised $425 million in senior notes at 2.5% due in 2032, and Boston Properties
issued $1.25 billion in senior secured notes at 3.25% maturing in 2031. Kilroy
raised $247 million in a March share offering. No new senior debt was issued at
SLG, although a couple of properties were refinanced. Fitch did affirm a BBB
credit rating for SL Green but revised its outlook to “negative”.
Office REITs trade at significan discounts to their pre-Covid highs.
Shareholder Benefits
All CEO’s believe that their balance sheets are well-positioned
for the next two years. Kilroy increased its dividend by 3% in August and SL
Green purchased $163 million of stock during the second quarter.
Leasing Activity
Despite the pandemic, leasing activity did continue at muted
levels. All three companies renewed about 1.5% of their portfolio with an
approximate retention rate of 50%. BXP signed a major new lease for 400,000
square feet with Microsoft at its Reston, Virginia property. BXP and KRC have
minimal lease expirations over the next three years with KRC at roughly 4% per
year through 2022 and BXP closer to 6%. Kilroy has 85% of its space
concentrated in low and mid-rise buildings. SL Green has minimal exposure in 2020
but faces a worrying 11% expiration level in 2021.
Kilroy and Boston Properties are bullish on markets where
technology and life science businesses are showing resilience and even growth
during the pandemic. While Facebook, Google and Amazon grab the most headlines,
the emergence of laboratory needs in the biotechnology and pharmaceutical
industry is equally fascinating. These companies are viewed as more likely to
take up new space in coming years as the office environment remains necessary
to foster collaboration and company culture. Both firms show interest in the
Seattle market while BXP seeks further growth in the technology hotspots near
the Los Angeles beaches. A notable bright spot during the doom and gloom of New
York City’s pandemic challenges was Vornado’s signing of Facebook to a 730,000
square foot lease in the former post office building near Penn Station.
DropBox headquarters in Mission Bay, San Francisco
Development Activity
All three REITs have significant development activity which
accounts for between 9-15% of the total square footage inventory for each
company. While these developments pose risk should they fall short of targets,
all CEOs noted that they had adequate liquidity to finish the projects. 90% of
KRC’s pipeline is leased while BXP has 74% leased in their upcoming projects.
SL Green has higher leasing risk, as was cited in the Fitch ratings downgrade,
with 50% of new square feet committed. Among all three companies’ projects in
development, the most prominent is the 77 story SL Green tower known as One
Vanderbilt – a 1.5 million square foot building near Grand Central Station
which is 70% leased and opens this week. The project is a landmark $3 billion
asset. The opening generated enough excitement to propel the stock upwards by
over 10%. SL Green is also partnering with a Korean pension fund on the $2.3
billion redevelopment of One Madison Avenue. The space is not scheduled for
delivery until 2024. Kilroy is in a strong position with its development
projects. KRC will soon be opening a 355,000 square foot building in Hollywood
fully leased to Netflix and another 635,000 square foot building in Seattle
100% leased to a Fortune 50 company. Another 285,000 square feet in San Diego
will come online in 2021 with 91% of the space leased.
Sublease Risks
One of the factors most likely to suppress future rents is the
likelihood that surplus space is placed on the market by current tenants. These
subleases become phantom vacancy that is nearly always offered at below-market
rents. CEO John Kilroy did not view the subleasing environment as overly
worrying. In reference to San Francisco in particular, he offered, “Sublease
space in the market right now is about 5 million square feet… 2.3 million was
added during Covid… to put that into perspective, the direct vacancy rate in
San Francisco right now is about 5.4% and sublease is 2.5% of that. To compare
that to the dot-com bust, direct vacancy was 8.3% and sublease space with
6.8%.” However, despite the CEO’s comments, Kilroy identified sublease space in
its 10-Q, the first time in several quarters such information was broken out.
849,000 square feet in the portfolio was listed for sublease, or nearly six
percent of the portfolio. About half the space was noted as vacant. In late
July, DropBox announced it would list 270,000 sf for lease, nearly 1/3rd of its
offices, in the newly opened Kilroy development in Mission Bay, San Francisco.
Meanwhile, Boston Properties was impacted by the bankruptcy of Ann Taylor’s
parent company which occupies 340,000 sf in Times Square. It would seem likely
that even if a bankruptcy restructuring is successful, surplus space will find
it’s way onto the market.
SL Green Challenges
SL Green is the most difficult office REIT to analyze. Nearly half
of the company’s square footage is held in joint ventures which are not
consolidated in the operating revenues and expenses. The company also has a
complicated portfolio of first mortgages, mezzanine loans and preferred equity
positions in various properties in New York. SLG also owns many properties
encumbered by ground leases.
Indeed, some mezzanine loan positions appear to be under pressure.
On September 2nd, it was reported that SL Green bought the $90 million first
mortgage for 590 Fifth Avenue after Thor Equities defaulted on a $25 million
mezzanine note. The property is a 19 story 100,000 sf building. The mezzanine business
cuts both ways for SL Green. A distressed developer who falls behind on their
mezzanine financing could present an opportunity for SL Green to pick up assets
for the value of the first mortgage. In most cases, these will be bargain
acquisitions. Unfortunately, the impairment of a mezzanine loan is in itself a
damaging blow to the balance sheet and the need to muster capital to protect a
junior debt position could require deeper pockets than the company anticipates.
While two asset sales reinforced cash positions, the failed $815
million sale of the Daily News Building in March offered an indication of the
challenges valuing New York office assets in a post-pandemic world after
Deutsche Bank pulled financing for the deal. SLG was able to refinance the
property in June with a $510 million mortgage from a lender consortium. SL
Green is also considering the sale of its two multifamily properties.
Kilroy’s Netflix campus: Academy on Vine
Investment Evaluation
SL Green has seen its stock hammered by the pandemic. Down by
nearly 50%, SLG’s dividend yield exceeds 7%. Boston Properties has faced a 40%
decline and offers a yield of 4.4%. Meanwhile, Kilroy lost 35% since its
pre-Covid highs and yields 3.45%
In the process of evaluating the stocks, I made simple
assumptions. Some may argue that these are too elementary, but the exercise was
intended to discover whether the public market is significantly undervaluing
the underlying assets by a wide enough margin to provide an element of downside
protection. I was not intent on arriving at a precise valuation of the
businesses.
My method was to annualize pro forma income simply by taking
second quarter revenues and multiplying them by four. This may prove generous
in the event further occupancy problems arise; it also is punitive for the
companies. For example, the methodology assigns no future income for the
Mission Bay/DropBox property placed in service. It also ignores the 70%
occupancy of One Vanderbilt placed in service by SLG. It gives no value to the
new BXP leasing in Virginia. In all cases, the exercise merely values the development
assets at cost. The only upside “help” that was given by the author was a
slight uptick in hotel revenues attributed to BXP during the balance of two
quarters.
I capitalized the net income at 5.0% for KRC due to its high level
of low and mid-rise buildings, 5.25% for BXP, and 5.5% for SLG. Certainly,
before the pandemic, these cap rates would be considered high for trophy office
properties in major urban areas. I added the cash on the balance sheet and
subtracted debt to arrive at a net asset value. All in-progress development
projects were added at cost. Joint venture assets were included in the income
statement computations to the extent that they were reflected in the ownership
percentages. The result is a 70% value discount for SLG, and a 38% discount for
BXP. KRC is selling for a 17% discount. On the income side, I calculated the
dividend coverage ratios: BXP stands at 1.6x, SLG 1.7x and KRC 1.8x.
Next, I performed a stress test analysis that reduced revenues by
10%. In the case of SL Green, I also deemed their property loan portfolio to be
50% impaired. Even with this penalty, SLG appears to trade at par to net asset
value. Meanwhile BXP would seem to be 24% below value as well. KRC with its
under-estimated future income looks to be valued at par after the stress
test. In this example, BXP and KRC could continue to comfortably fund
their dividends but SLG would be under pressure to reduce shareholder payments.
Paradigm Shift
While all three companies trade at steep discounts, one can’t help
but wonder if the world will look back at this moment and ask why real estate
experts underestimated the paradigm shift of working from home. If it worked
pretty well for 6 months for most office workers, why can’t it work
permanently? If nothing more, workers got 1-2 hours of their days back by not
facing a long commute into the city center. This increase in productivity alone
is tangible.
Of course, as the weeks have dragged on, frustration has set in
with the arrangement. JP Morgan CEO Jamie Dimon has summoned traders back to
their desks and recently noted a decline in productivity among employees at the
banking giant. Zoom meetings can’t replace the 80% of communication that occurs
through body language, and even a micro-second lag on a call is maddening after
the third time someone interrupts. The office is a vital asset in our knowledge
and information-based economy. Ideas and culture are the engines of growth. But
data entry, call centers, accounting and routine back office functions seem to
need nothing more than a good workstation in the den along with a high-speed
data connection. Office leases will take 2-5 years to expire, but what if all
companies simply reduced their footprints by 10%? My stress test may prove to
be too light.
Conclusion
Kilroy and Boston Properties are the most appealing investments.
The balance sheets have been fortified and leasing activity for the companies’
new developments is robust. Kilroy’s exposure to suburban markets offers a
hedge against central business districts in major cities, and BXP has a
well-diversified geographic portfolio. Meanwhile, despite the steep discount,
SL Green appears to be the riskiest of the three REITs. The concentration in
New York City is worrisome. While some may argue that the risk is reflected in
the added discount, it is worth noting the SL Green executives had been
appealing to investors as recently as the fall of 2019 that the stock traded at
an unjustified discount of 25% to its peers. A risky mezzanine portfolio and the
complexity of its joint venture arrangements could pose future challenges.
The most encouraging future for office properties lies in the
technology and life sciences industries. Despite recent sublease announcements,
Both Kilroy and Boston Properties are aggressively pursuing these vanguard
companies with visible degrees of success. Meanwhile, the transformation of New
York City into a technology hub is well under way. The question is now raised:
can technology employment grow fast enough to replace the shrinking office
needs of remote workers?
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