Dream Office or Office Nightmare
I don't own dream office directly but for a while there have been a few entities that I do which have stakes in it. This has led me to follow it as a de-facto position. I've compiled a few thoughts on valuation and strategy.
Stated NAV 'must' be pointless
I say this with a little sarcasm and a little seriousness but NAVs in this market must be pointless. Normally, I'd suggest that NAV is a guidepost for something like a REIT as they can always trade units/shares for assets or assets for shares in the gap is too wide... that's assuming the NAV is accurate and there is liquidity to transact on both sides. Recently however, either due to liquidity, volatility or credibility, NAVs seem to be in a prolonged period where the market completely disbelieves them.
Most public REITs seem to trade at some sort of discount to their net asset values. It seems like the public market has marked real estate to a significantly higher cap rate than the private market. I'm not sure how that resolves... if public valuations increase, private decreases or both? It does seem like the public offers a better risk reward in the meantime. That said, a discount to NAV should probably be measured relative to other discounts in NAV... and ideally, NAV should be judged further than what the company says. I could add a few sentences about discounting the discounts vs other discounts... but that was confusing me as I was writing it... sufficed to say NAV & discounts can be a messy measure. I may refer to it and use it but in isolation it's usefulness is limited.
I suggest that NAV must be a pointless measure because if the buildings were sellable at what NAV's supposed to be, the answer to making a ton of money would be impossibly simple. Sell a fraction of the assets and buy back a majority of the shares. Similar to the DIR transaction... and the last asset sale, except more. With +30% of the float already in insider hands & the price at least than 0.3x book, they'd only need to sell 20% of their assets to own the whole thing. (And no, it's not riskier to own more office in this way because they could then sell additional assets to further reduce risk)
Now, my math isn't great, but 100% of 80% is a lot more than 30% of 100%. So there's obviously no easy way to advance in this direction... which in turn means stated NAV probably isn't helpful to investors.
One area however, where it'd be helpful to have as high an appraised NAV as possible is when measuring the LTV for asset leverage. It's also unclear how much less the assets may be priced at if a sale was pushed today. 1%? 50%? I don't know. Maybe they would be stressed seller discount makes that strategy not work. It's possible the values are fair but there's no liquidity at the moment. I could make a case based on past sales and private market data that this could be the case but I mentally can't make it fit with the rest of the picture that I'm going through today.
One thing I will say about NAV is it catches something that cashflow metrics miss. If you have an empty Office or piece of land in a good location, it'll show up as a drain on cashflow and provide no income. That land can still be worth a lot of money. You might even be able to develop the land by pulling equity from it or JV it into something.
Overall, I think a better approach is to use a fresh set of assumptions.
The problem then becomes what do you want to use... or how do you want to weight the various components. I want to look at "What you'd be buying" in Dream Office.
Breakdown
Units Outstanding 38M
Market Cap (@$10) $380M
Enterprise Value $1.69B
Industrial
13.5 Million Units @
$12= $162
$13= $175.5
$14= $189
$15= $202.5
$16= $216
$17 (NAV)= $229.5
That's $4.25 to $6 per unit
Residential
Using what was suggested on a recent conference call,
2200 Eglinton should be worth $200M at Dream's share as condos.
74 Victoria is also zoned residential. I don't know the size for residential development but maybe $50M+
$5.25-$6.50 per unit
Potential Residential
30 Adelaide could be worth $300M if it can be rezoned residential
(Almost $8/unit)
Office
Plus 7 offices in other markets
All this
That are combined worth a negative 300M... or Negative $8/unit
If Toronto core office is worth +$400/sq ft and other is worth +$200 it would more than cover the debt. As of Q2, the average selling price for Toronto offices was $600/sq foot.
From another perspective, you'd need $480/sq ft & 240/Sq ft to cover the entire enterprise value today and get the residential and industrial for free.
A third perspective would be take $450M Industrial + Residential, then office would be valued at roughly $380 & $190.
Note, don't take much from my 2:1 ratio I'm just using it as an example as I think Toronto core likely deserves a premium for quality and stability. I'm less sure what that should be.
Debt
The problem with this situation and most discounts, is debt. Obviously the real estate is worth something... even if it's only something speculative. With debt however, the risk can always be is the something less than the debt. Further, if something is 50% levered, if the value drops by 25%, the equity value drops by 50%. So there is a multiplied effect of value declines.
As long as the debt is in mortgages, the value can't really go negative. The building may be lost if it can't service the debt alone and doesn't have any equity left... but it won't drag down the other assets.
If the debt is at the company level it could... depending on the terms and collateral.
In this case, it looks like the portfolio is given negative value... as in not even enough to cover the companies' liabilities.
The drawback currently with what I've mentioned above in the residential NAV is I guess that the market is saying that those values aren't the REIT's equity in those projects so much as gross value.
How to realize value
The simplest way to "do something about it" would be to buyback more units... but with so much of the cashflow directed towards distributions, that's easier said than done.
I was half thinking that the SIB tender might be a way for DREAM Unlimited to move towards taking the thing private. Own 100% of a smaller portfolio. Sell assets and buy shares until they owned all of what was left. Instead, they sold into the SIB to bolster their own liquidity. They still own a large stake but it wasn't a great sign.
What some have suggested is to do something with the DIR units and de-lever the portfolio a bit (because office is at risk). I couldn't disagree more... if your worry is office at least. I'm not opposed to deleveraging but think it would make more sense to de-lever with office assets wherever possible if that's the worry. That said, if navs are close to accurate, it makes far more sense to allocate to buybacks than deleveraging.
What I'd do is try to structure the leverage within the company on the asset level. Make it so that the offices have to pay for themselves or go bust INDIVIDUALLY. Avoid the domino potential of one really bad office outcome dragging down a perfectly fine asset. If they can't earn their cost of capital they're probably not that big of a loss. This is how a portion of the liabilities are structured today but I'd want to try to further separate fall back value and risk value.
This way you can let the stuff that doesn't have an existential threat be around as a fallback incase office completely dies. If it does being 10% less levered probably won't help much anyway.
From there work on balancing resources between leverage and buybacks. The problem with asset sales is that some of the value must be used to de-lever, it's not simply a $100M sale means buyback 1/4 of the units. Couple that with a forced sale likely being at a (Multiplied) discount and it's tricky to 'just do'... what seems 'obvious.' It would also be unfair to act like they haven't done anything. They sold an asset for actually above what it's NAV was at the time & did the giant substantial issuer bid buying back 1/4 of their shares. That would have seemed very bullish to me if it was accompanied by insiders increasing their stakes.
Confidence
The problem with the situation is that nobody seems to have any confidence in any values. Ideally, this is when you'd want to see insiders putting their own money into shares. Or at least some action being taken to benefit from the discount. In this case DRM and Cooper have stated that they're not sure what the future of office holds. Further still, Dream office is limited with their liquidity at this point. So is Dream Unlimited who also arguably has better options for places to put capital as other vehicles also trade at large discounts and have less questionable futures. Also... are we done with rate hikes yet? Market isn't sure.
The thing that really stops me from thinking, "maybe NAV is accurate and they can arbitrage that for massive value creation," is the fact that so much was sold at half NAV (into the SIB). That to me makes the whole transaction much more bizarre. If you're so concerned about office that you're selling at half 'NAV,' why are you essentially levering up on office (making a greater concentration of assets be office buildings.)
I mean at $13-$14/unit, the asset value of the industrial units would be in the range of $338M-$364M vs now $175M -$189M. Maybe I'm the odd one here because a few people seem to like the idea of selling the rest. To me, that's something you do if you're very bullish office. If not, or if you're unsure, I'd want diversification or some type of value backstop incase office goes exceptionally wrong.
I have nothing but the utmost respect for Mr. Cooper and his candidness about his view of the office situation. It has certainly looked correct so far in public markets. I do wonder at what point price or redevelopment potential might support the idea that the possibility of narrative overshooting reality. His stance did have me confused about the SIB situation. It could easily have been step one to a take private via asset sales and share buyback on discounted units that (if NAV was accessible) would have been immensely accretive. Clearly it's believed that values are at least at-risk.
More asset sales (at ~NAV+) and buybacks would probably work towards proving out and simultaneously adding to fair value per unit. For the time being, most of the office space is trading like a big levered uncertainty that nobody knows what to do with.
Distribution at Risk?
I always find it weird when an executive says that the dividend isn't at risk... everything is a risk... in some scenarios. I guess that would sound bad in an interview. I'm referring of course to a peer with a similar yield stating their distribution was safe. The problem is you can never know. What's not at risk today might be excessively risky if interest rates double. 5% interest rates were a very low risk scenario 5 years ago.
In Dream Office's case I think they should be able to keep it... or at least that was their belief a few months ago. I don't know if that's still the case if rates go to 6% (or long end goes up to high 5s) or if vacancy drops further or rents decline. A delay of redevelopment also hurts.
In other words, should be more workable as of last quarter and if things play out well with rates. But if a small number of things go poorly it's at significant risk (at least until they improve). That said, I have no idea if trying to keep it as long as possible is the best idea. I'm not sure what management is thinking on the subject or what suits shareholders. I think there's value potential here but I'm not sure the best way to access it is to try to extract every last cent in cashflow from distributions.
REITs have different rules. They need to distribute a large portion of their tax liability. 99% of the time that means paying income to unitholders... but it doesn't necessarily mean they need to give them cash. A REIT can keep the cash to use for different purposes (debt paydown or buyback) and just distribute the tax liability. Most hate this so they almost never do it. I don't think it will happen in this case but I mention it because it was done by an American office peer quite effectively when the stock got too cheap.
Rents
Oddly, rents have remained solid in the face of increased vacancy. If that persists, the offices more so be able to hold their own value better than what the market is pricing. I suppose that means the market suggests they won't.
My Office View
I'm not sure I share Mr. Cooper's view on offices. Of course that means I'm probably wrong... Sure there's a change and some will be sticky but I also have seen a fair amount that makes me feel that work from home can often be BS. Lots of people are immensely unproductive and frequently more disruptable. Not to mention I'm not convinced it's healthy long term.
Plus, if you think about utilization rates, offices used to be packed with people 9-5 Monday to Friday. Compare that to other types of real estate, a restaurant for instance which is still economically viable with much less operating/busy hours. I think the utilization rate can decline and still have similar net square footage demand.
Additionally, I think between 2.5% population growth and housing demand, it wouldn't surprise me to see supply shrink after current (past) construction cycle completes. (Side note: That should also open up labor for housing construction. I think in Canada in general labor will loosen which will work against the idea of workers being able to dictate that they can work from anywhere) I don't think it'll be tremendously quick but if we're ever going to need more offices, replacement cost will matter again. If we don't, then presumably the need to keep stuff zoned office or have replacement for teardowns would also diminish. Central downtown land with residential zoning sounds like hundreds of millions, if not billions in potential value.
Conclusion
My personal view on Offices from a few years ago was wrong for multiple reasons. 1: I thought return to office was going to be fuller and swifter. It was pretty apparent to me and most I spoke to working at home that productivity was a disaster... if people were working at all.
2: Getting rugged by interest rates.
I'm still in the "I don't know" camp. But I think we're definitely at the point where an entity with the right debt structure can make a lot of sense. The problem is that everything is discounted and uncertain. We live in a world of 'what its.' In the most confusing sentence I will write today I ask... What if, What if office goes to 0 turns into what if it doesn't?
Disclosure: I don't own any units in Dream Office directly but I have stakes in two public entities that do.
Not investment advice, please see (Can Do Investing: Ground Rules) page for more information.