Wednesday, March 22, 2017

Another PE Retailer Bankruptcy

Bloomberg is reporting that Payless, the discount shoe retailer, is set to file for bankruptcy next week.  Payless was purchased in 2012 by private equity firms Golden Gate Capital and Blum Capital.  I wrote last week about the disaster private equity owners have been to retailers.

The Moody Merger Hot Mess

I thought this blog was the place for sharp analysis in a snark covered wrapper regarding alternative investments.  It seems I have some competition from an old industry player.  Robert Stanger & Co. has published some brutal commentary on the American Financial Trust (AFIN) and Retail Centers of America merger, and Brookfield Strategic Real Estate Partners II's advantageous investment into ARC Hospitality.  Last week Stanger shredded the cockamamie proposed merger of Moody National REIT II's (Moody's II) proposal to merge with Moody National REIT I (Moody I).  Here is the link (via the DI Wire) to read the entire Stanger commentary on the Moody merger.

The merger was originally announced last September.  It makes no sense for me to resummairze the merger because Stanger's report is excellent. The following is Stanger's summary of the merger and the fees involved with it:

So now comes Moody II with an offer to merge with Moody I by issuing shares of Moody II or, subject to an aggregate limit of 50%, cash for each Moody I share. The stated range of nominal consideration to the Moody I shareholders is $10.25 to $11.00 per share, depending upon the level of transaction costs incurred in the deal. While the structure is unusual to say the least, the transaction cannibalizes the inherent value of Moody I investors’ shares by burdening that value with up to $21.8 million of transaction costs. We estimate these transaction costs represent 13.8% of the aggregate Moody I equity value.
To take another bite out of the Moody I investors, Moody II will be denominating the value of the shares of Moody II at $25.00 per share rather than the pro forma Combined Net Investment Amount of approximately $23.00. By our calculation, the aggregate cost and discount related to the fees and possibly overstated stock price ascribed to Moody II in the merger totals about $29.3 million, or about 19% of the pre-transaction equity value of Moody I.
Looked at from a different perspective, the investors in Moody I are incurring up to $21.8 mil- lion of transaction costs to merge with a portfolio comprised of two hotel properties and one note purchased at an aggregate cost of $113 million – a merger which at best will provide liquidity to half of the Moody I investors.
Stanger goes on to detail Moody's II's skirting of the intent of FINRA 15-02, the lack of disclosure to investors regarding financial details of the merger, lack of fee disclosure, and how Moody's is paying financial advisors to recommend clients select the non-cash merger option of taking shares in Moody's II rather than cashing out. 

Moody's II has raised $91.7 million of investor equity through February 2017.   It has been raising equity capital for two years and only owns two hotel properties and a note receivable.  Moody's I closed its offering in early 2015, raised $133 million, and owns twelve hotel properties.  

I will add two points that I did not read in the Stanger report.  First, by merging Moody's I into Moody's II, Moody's I investors now own shares in a non-traded REIT that is still raising money.  Moody's II can extend its offer period another three years.  This is not a liquidity event, but some kind of twisted non-traded REIT hell where investors in a closed REIT get stuck in a capital raising reset.  

Second, if half the Moody's I investors select the cash option, where will Moody's II come up with the cash?  At a $133 million equity raise for Moody's I, that is at least $66 million Moody's II has to find to cash out the 50% limit.  Add this to all the fees Moody's is paying itself, and it is likely Moody's II will have to borrow money to cash out investors and pay fees.  (Moody's II had about $12 million in cash at September 30, 2016, the date of its most recent financial statement.  It is raising about $7 million a month in new equity.)

I urge you to read the Stanger commentary

Tuesday, March 21, 2017

Dark Corners

There are some strange stories on financial websites and message boards.  I found an odd post on a bizarre transaction on the Seeking Alpha website.  It discusses a transaction between Presidential REIT and First Capital Real Estate Trust, Inc., where First Capital entered into an "interest contribution agreement" with Presidential on a 23-acre development site in Sacramento.  First Capital is contributing a 66% interest in its 92% ownership interest in the development project in exchange for 37,281,000 convertible Operating Partnership units.   The author of the Seeking Alpha article somehow thought this transaction added value to Presidential, and allowed investors to buy Presidential's stock at a 39% discount.

A non-cash transaction involving a development property and operating partnership units in a REIT with a market capitalization of $4 million is suspect.  The story then goes from suspect to downright dodgy.  The Seeking Alpha article makes no mention that as part of the "interest contribution agreement" Presidential is assuming 66% of First Capital's liabilities on the project, and that the project with the supposed hidden value is in default on its mortgage.  The Sacramento property is subject to a mortgage with a $20 million principal, but the mortgage is in default due to First Capital's inability make principal and accrued interest payments, and First Capital now owes $42 million on the mortgage.  First Capital has received a "Notice of Default and Election to Sell under Deed of Trust" from its lender.  

(Think about it, the original mortgage value of $20 million requires a $42 million payment, or more than double the principal outstanding.  This is due to accrued interest that gets paid at loan maturity along with principal, and not in regular interest payments.  To accrue this much interest, even at an assumed high interest rate, would require years of accrual.  This loan had to have been extended repeatedly, which shows the poor management at First Capital.  This is staggering.)

If the astute Seeking Alpha analyst/author determined its supposed $23 million net value for the development project with the outstanding $20 million principal, the addition of $22 million eliminates all value.  The analyst should have read First Capital's filings.  This whole transaction is nuts.  It is as if both sides are trying to take advantage of one another - Presidential trying to buy assets with worthless operating partnership units as currency, and First Capital passing off a near underwater property with a defaulted mortgage to a dupe.  And even if the analyst incorporated the $42 million mortgage into his valuation, how is Presidential, with a market cap of less than $5 million, going to repay this mortgage? 

I wrote about First Capital last fall.  It has not filed financial statements since the second quarter of 2015.   It is a public company; it has to file financial statements.  Its reverse merger with Presidential, although announced in July 2016, has not happened, and instead it is entering into non-cash deals with Presidential and others.  This company is toxic.  Oh, and it is still trying to raise money from investors in private placements.

Monday, March 20, 2017

Carter Validus' Whisper Sale

On March 3, 2017, Reuters published an exclusive article stating that public, non-traded REIT Carter Validus was up for sale at a price tag of more than $3.5 billion.  The article cited unnamed people "familiar with the matter."  Carter Validus has not made any public filings to confirm or deny the article.  This would be great news if Carter Validus liquidates.  The Reuters article reads as though Carter Validus is shopping its data center properties and its health care properties to separate buyers.

I am skeptical of any transaction until I see a confirmation from Carter Validus.  It hired Goldman Sachs in 2015 to find liquidity but nothing happened.  Carter Validus is an established, fully invested REIT that continues to over pay its distribution.  According to its third quarter 10-Q, the REIT had overpaid its distributions in 2015 and for the first nine months of 2016.  For the first nine months of 2016 distributions were $96 million and modified funds from operation (MFFO) were $85.9 million.  (Carter Validus added a risk disclosure at the end of its third quarter 10-Q regarding the over payment of its distribution.) 

In addition to its distribution over payment, the REIT has about a third of its nearly $1 billion of debt in variable rate borrowings.  Interest rates have increased since November.  The thirty-day LIBOR rates have increased about 50 basis points over this time.  Carter Validus' third quarter 10-Q states that a 50 basis point increase in interest rates would increase the REIT's interest expense rate by $1.5 million per year.  The increased interest expense lowers amounts available for distribution.   The REIT has another $542 million of variable rate debt that is currently fixed using interest rate hedges.  These hedges expire between late-2017 and mid-2020.  If the hedged debt is not retired before the hedges expire, the REIT will have to buy more expense hedges to keep rates fixed or pay higher interest expense.

I state the last two items because under certain liquidation scenarios Carter Validus is going to have to deal with its distribution over payment.  Any buyer of the REIT will lower the current distribution.   As interest rates have increased capitalization rates have increased, too.  Cap rates and valuation are inversely related, so an increase in cap rates means a lower valuation for an underlying property.  (I have not seen an article on cap rates increasing, but have talked to real estate professionals who told me that cap rates have increased, but not at the pace of interest rates.)

I hope Carter Validus has a buyer(s) and executes a transaction soon. If Carter Validus liquidates its portfolio in two more more transactions, capital is going to come back in multiple payments, not one big lump sum payment.  

Tuesday, March 14, 2017

Retail's Other Problem

On-line shopping has hurt retailers.  In 2016, ecommerce sales were estimated at $1.9 trillion, and are expected to double to over $4 trillion by 2020.  In shopping malls, anchor tenants are closing and the surrounding retailers are impacted by fewer shoppers.  I am reading this morning that Neiman Marcus is looking to sell itself because of a sales slump.  Its same store sales fell 6.8% for the quarter ending January 28.  Neiman Marcus has a bigger problem than declining sales, and this line from the Bloomberg article linked to above tells it all:
The company has about $4.9 billion of debt outstanding, some of it tied to its $6 billion acquisition in 2013 led by Ares Management LLC and the Canada Pension Plan Investment Board. They bought the chain from TPG Capital and Warburg Pincus LLC, which acquired Neiman Marcus for about $5 billion in a 2005 leveraged buyout.
Neiman Marcus is over 80% leveraged, and that is based on its 2013 purchase price.  It has $4.9 billion of debt outstanding and S&P recently said Neiman Marcus' debt is unsustainable.  The private equity firms that acquired trophy retailers with extreme debt levels give firms like Neiman Marcus little room to operate in a slump.  Neiman Marcus' capital issue is now more pressing than its sales decline, and its likely taking more of management time than thinking of creative ways to attract new customers.  The Bloomberg article says that one Neiman Marcus bond issue is trading at $.49 on the dollar, a price that says the market expects default.   Private equity firms have ruined many retailers, restraining management and growth because of demands to service debt.

Wednesday, February 08, 2017

DI Wire's Click-Bait

Today's headline in the DI Wire's daily news and public relations passing-as-news email is wrong.  The headline states:  "AR Global's BDCA Appoints Two New Board Members."   AR Global is no longer involved with BDCA.  As of November 1, 2016, an affiliate of Benefit Street acquired BDCA's advisor from AR Global.  I guess any mention of AR Global in a headline is good for solid click-bait.  The DI Wire article is correct for those that bothered to read past the email's error.

Tuesday, February 07, 2017

The T Share Scourge

I hate T Shares.  They were a preemptive answer to a problem that did not exist.  T Shares were forced upon the non-traded alternative investment industry by sponsors scared of a pending statement rule that would require them to show investors the price of their investment net of initial fees.  The thinking was that if investors realized how much the up front costs were for non-traded REITs and business development companies (BDCs) they would never buy a non-traded product.  For example, a $10.00 per share investment with 10% in initial offer costs would show $9.00 on the first client statement, or an implied immediate 10% loss.  The initial costs of these investments is already well disclosed to investors, as well as the net investment amount, regardless whether the statement reads $9.00 or $10.00 per share.

There was a consensus that a statement value showing a decline of 4% to 6% would be acceptable, but much lower than this would raise unwanted questions and concerns.  Therefore a statement value of $9.40 or $9.60 per share was thought OK, but a value of $9.00 per share would invite investor wrath.  I do not think investors were asked their opinion.

Of course, the fees must still be paid.  A financial advisor would never sell a non-traded REIT or BDC without full commissions, right?  A sponsor must make its immediate profit, right?  T Shares led to the financial gymnastics of reclassifying, adjusting, and delaying fees to show a high statement value but maintain fees.  Key jargon terms are "above the line" and  "below the line."  Fees paid directly from offering proceeds are "above the line," and fees not paid from offering proceeds are "below the line."  Fees accounted for as "below the line" do not lower the statement value.

In T Shares, the upfront sales commission to financial advisors is reduced to 3%, with an additional 1% paid per year for up to four years, from the traditional 7% commission paid up front.  Therefore, in a T Share, only 3% of the commission is "above the line" and not deducted from the statement value, a big savings.  The 1% ongoing commission typically has a euphemism like "Distribution Supervision Fee" or some other similar nonsensical term.  How exactly does a financial advisor supervise a distribution?  If financial advisors actually supervised distributions, distributions would increase every year.

I have seen investments that now classify organization fees and expenses, typically .50% to 2.0% or more of the investment price and incurred and paid at the earliest stages of the investment, as "below the line" ongoing expenses that no longer count them against the statement value.  Sponsors, in many cases, have lowered their marketing fees (dealer manager fees) by .25% to 1.00%, which are "above the line" expenses, so the lower fees boost statement values.  Many sponsors have elected to adjust their acquisition and finance fees, which are "below the line" expenses, to offset lower dealer manager fees.  One sponsor, when it introduced its product's T Shares in 2016, lowered dealer manager fees by 1.0%, but raised its acquisition fees by 1.10%.  This adjustment of fees increased the combined above and below line fees by more than 1.50%, after leverage.

Here is where the T Shares go from farcical to putrid.  The 1% Distribution Supervision Fee is paid from a REIT's or BDC's on going cash flow, or monies available for distribution, and lowers a T Share investor's distribution by about 1% per year.  For example, a REIT that pays a 6.5% distribution on its traditional Class A shares pays a 5.5% distribution on its Class T shares.

T Shares are counter-intuitive, they have lower up front costs, therefore a higher statement value, and more money is invested rather than paid in fees, which are positives for investors.  But their distribution is lower than a share class with a higher load due to shifting and reclassification of fees. It is a Stranger Things' Upside Down World.

Financial advisors have never been the largest voice for lower fees.  As long as they got paid and believed the investment solid, they have been willing to overlook high fee investments.  Most financial advisors are not going to stand for having their clients paid less in distributions, having their commissions cut, while sponsors maintain or increase their fees.  There no great shock that sales of non-traded REITs and BDCs were so bad last year.

There have been other challenges that have helped slow the sale of non-traded REITs and BDCs: the looming DOL changes (I am not going to open that discussion here), the lack of liquidity events, the collapse of the Realty Capital sales empire, and the sharp declines in BDC NAVs that started in late 2014 and provided acute proof that high yield BDCs were high yield for a reason.  But to me to me, the largest sales impediment was the rush to T Shares and the tepid response due to their flawed structure.

Financial advisors won't continue to sell a product where their clients get a lower return and get they paid less.   Low commissions are here to stay, so its time to create a better product structure.  If commissions are lowered, distributions to investors must increase.  The sponsors that understand this simple financial physics and design products to address it are going to see inflows of capital.  The industry needs products with tangible and attainable incentive compensation for sponsors, after providing returns to investors, even if it means higher long-term sponsor compensation.  Sponsors that cling to high acquisition fees or high asset management fees that provide no incentive except to overpay for assets will lose.  Until sponsors and broker dealers address their T Share problem, expect sales to stay moribund.

Wednesday, October 19, 2016

Confluene of Crap

This blog has tracked UDF IV's lack of financial statements, which culminated in yesterday's de-listing announcement for UDF IV due to its inability to file financial statements.  Well, UDF IV is not the only non-traded REIT with a failure to file financial statements problem.  A small public REIT, First Capital Real Estate Trust, which was formerly United Realty Trust, has not filed financial statements since the 2015 second quarter 10-Q.  In September 2015, United Realty's former sponsor, advisor, property manager, and principal entered into a sales agreement with First Capital Real Estate Investments, LLC, in a deal that provided cash and a consulting contract to United Realty's former principal.  The REIT changed its advisor and changed its name to First Capital Real Estate Trust.

In October of 2015, First Capital Real Estate Trust fired its auditor, Ernst & Young, and has not filed an 8-K disclosing a replacement auditor.  The REIT has not filed any financial statements since the transaction with First Capital, and it has been through three CFOs since August 2015, with the last leaving in early April of this year.

There is much more related to First Capital Real Estate Trust.  Take thirty minutes to read through First Capital's public flings for the past year to get your Halloween fright.  You'll need to reference United Realty's 2014 10-K to partially grasp, or at least put in some jaw-dropping context, what the heck First Capital did in September with its Brooklyn, New York, Tilden Avenue property. 

Here is another Halloween scare:  I read a "due diligence" report, dated late August 2016, on First Capital Real Estate Investment's new private debt offering that failed to mention any of the issues at the REIT.  Maybe it is just me, but I'd think any broker dealer reading a "due diligence" report would find it material that an affiliated flagship REIT had no auditor, had no CFO while churning through three CFOs in less than a year, and had not filed any financial statements since 2Q 2015.  Thanks for the heads-up, Bozo. 

Did Not See That Coming

UDF IV missed its Tuesday (October 17, 2016) deadline to file its financial statements to avoid Nasdaq de-listing, and Nasdaq notified UDF IV that it will de-list UDF IV's shares.  In a press release yesterday, October 18, 2016, UDF IV gave no specifics on when it plans to release its updated financial statements.  In addition, UDF IV notified investors that the SEC provided a Wells Notice to the REIT and certain individuals associated with the REIT, where the U.S. Securities and Exchange Commission's ("SEC") Division of Enforcement made a preliminary determination to recommend that the SEC file an enforcement action alleging violations of certain provision of the Securities Act of 1933 and the Securities Exchange Act of 1934.

The SEC's allegations were not released.  None of this news comes as a big surprise.  It is an understatement to say this is a serious situation.