Rating The IPO

 


Note: "Before IPO" and "After IPO" measure the use of the proceedings to enhance revenue growth. A small difference between the two Xs means funds from the proceedings probably will have little effect on the index..

Rating Scale

Revenue Growth
  • Includes size of market segment, share of market segment, and potential to gain share.
  • 6-10 means revenues expected to grow moderately to rapidly over 2 years from IPO.
  • 1-5 means revenues will decline rapidly (1) or hold steady (5)
Gross Profitability
  • Includes gross profit margin, cash flow, and potential to improve in profitability.
  • 6-10 means gross profit percentages expected to grow moderately to rapidly over 2 years from IPO.
  • 1-5 means gross profit percentages expected to decline rapidly (1) or hold steady (5)
Company Strength
  • Qualitative estimate of the company’s strength by end of Year 2 as impacted by IPO proceedings. Includes product differentiation, strength of marketing, and management growth.
Overall IPO Rating
  • Numerical average of the other indices excluding "Before IPO" ratings

Prediction
The company is entering a new area of the real estate market for publicly-held REITs, auto dealerships. Its initial set of 21 properties, found in the suburbs of the Washington D.C./ Philadelphia region, has been purchased from well-known, well-established and successful dealers. There’s every reason to believe that all the properties will remain stable and able to pay their rents to the Company throughout the year, and therefore the Company itself should remain stable. However, for the first number of quarters the Company will be hampered in its generation of investor interest by an average dividend yield and relatively low market capitalization, which will give pause to institutional investors for the near term who are concerned about liquidity. This picture should begin to change as they double and then triple the size of their portfolio.

Expect at most 20% stock price appreciation. Its dividend may add another point or two to the total return. If they complete their first cycle of acquisitions in ’98, and if the stock opens at $15, then it could be $18 by the end of Year 1.


Comments
Capital Automotive REIT has been formed as a Real Estate Investment Trust to seek out car dealerships for acquisition. The Company will purchase the land and the buildings of the dealership then lease it all back to the seller who will continue the business as before but now will be under a triple-net lease and will pay monthly rent. The Company will trade on the Nasdaq with an opening price around $15. A total of 15 million shares of common stock will be offered with the expectation of generating $207.8 million in proceeds. An initial set of 21 properties will be purchased at a total cost of $116.9 million. Of the proceeds $45.6 million will be used to repay the existing mortgage debt and other debts.

The initial sellers will receive "Units of the Operating Partnership," which are redeemable after two years either for cash or for shares of common stock. This maneuver is important for the Company and probably for the seller as well. The Company gets to use the $71.3 million for acquisitions, which otherwise would go to complete payment on the initial properties, and the sellers in turn get to defer a capital gains tax. The Company then has roughly $162 million to expand its portfolio. By the laws governing REITs a significant portion of this money must be invested in the first year. If unable to find satisfactory dealerships in that period of time, it may be forced to acquire other types of property, or it will invest the remaining money in government securities.

The Nature Of The REIT
Equity REITs, such Capital Automotive, have a characteristic simplicity. The REIT purchases property from a seller then leases it back directly so that the seller now becomes a tenant. The REIT develops a portfolio of such properties and gains a revenue stream based mainly on the rent received. The REIT sells common stock shares of the Trust to investors who now have the opportunity to invest in real estate the same way they would in any other publicly traded company. The advantages are two-fold. When a REIT shows an increasing level of strength in its portfolio, it usually impels growth in stock price. And further, to maintain its status as a REIT the company is required by law to distribute 95% of its earnings in the form of a cash dividend. Thus, REITs typically have high dividend yields matching or exceeding U.S. Government securities.

Table 1 lists the performance of REITS which IPO’d in 1997. Four of the 9 companies had stock-price growth over 14.3%. At the high end, growth was a robust 88%, whereas price declines were no greater than 6%. Offering prices tended to be high, $18.89 per share, and all but one company trades on the New York Stock Exchange. These figures suggest a measure of strength and stability in real estate trusts.

REITs have become increasingly popular throughout the ‘90s. Already there are about 200 REITs now trading on the major stock markets ranging from those focused on apartment buildings to others on prisons or golf courses. There’s a good reason for the enthusiasm. In 1996 REITs returned 36% to the investor when taking into account both the dividend and the appreciation of the share price (Table 2). Since 1991 total market capitalization has nearly tripled growing from $56 billion to $162 billion, and the trend appears to be just at its beginning. The institutionally owned commercial real estate market has an underlying value of $1.3 trillion. REITs currently own only 8% of that market meaning there will be significant acquisition opportunities for many years to come.

Their Promising Outlook
We can expect increased activity in REITs for a couple of reasons. First, they’re merging with or acquiring other REITs, which create companies with larger market capitalization. This attracts institutional investors who seek greater liquidity. Thus, pension funds are finding their way into the REITs. And second, REITs are often looked on as a defensive holding because of their greater ability to remain stable during turbulent periods. As the market takes a downward turn and apprehension builds, investors could well focus their attention on the REIT as a way of reducing volatility while still staying in the market. Share appreciation for the year ending June 1997 nearly matched that of the S&P 500 (34.3% to 34.7%), while the average annual dividend yield for the last 10 years reached 7.7% exceeding both that of Treasury Bonds and utilities.

In contrast to other sectors, such as technology and manufacturing, the U.S. real estate industry should be relatively shielded from worldwide economic fluctuations. Revenue from rental property will remain stable, unless the country’s thrown into a serious recession which is not foreseen. Indeed, reductions in new construction since the early ‘90s have resulted in growth in rents and property incomes, and this trend is expected to continue at least until 2000.

However, it’s important to emphasize the following point: Given the current uncertainty of the market, the cautious investor must go on the assumption that newly IPO’d REITs will not achieve the capitalization in ’98 which they’ve enjoyed during the past few years. The so-called yield curve, considered one of the more prominent indicators of domestic growth, has been flattening, a sign of a slowdown in the economy. A slowdown could well have a suppressive effect on a REIT’s total return.

The REIT & Auto Dealerships
The securitization of auto dealerships in the form of REITs is inevitable. Motor vehicle retailing stands as the largest consumer retail sector in the U.S. with upwards of $500 billion in 1996 sales. There are 22,000 dealerships in the U.S. with a value estimated at $40 billion. Often they’re found in prime areas zoned for multiple uses and with access by major roads. Of all the dealerships the 100 largest companies in 1996 owned 5% of the sites and generated less than 10% of the total sales revenue. A fragmented industry, as is this one, along with its high valuation, works to the advantage of the REIT, because in such a climate where competition tends to be severe, owners often welcome the opportunity to convert the value of their properties into funds in order to enhance their businesses. Consequently, an aggressive REIT in this industry should expect to find potential acquisitions for several years out.

The Capital Automotive REIT
Capital Automotive appears to be the first effort made to apply the REIT concept to the industry of auto dealerships. To initialize the REIT portfolio, Capital Automotive will purchase 21 properties from 4 major dealerships in the Washington D.C./Philadelphia area with a total purchase price of $116.9 million. The properties total 108 acres and include 742,000 square feet of leasable buildings. Properties sought by the Company are those from dealerships in good suburban areas with a long operating history of revenue growth and income, that is, those which are well-managed, stable, and already successful. If a dealership fails at one of these better locations, the Company believes the property could be leased again in a short period of time or could be converted to a different use and then leased.

In the beginning dealerships with multiple sites will be preferred. They often have better locations than smaller dealerships, are in better condition, are better managed, and are more successful. It also lets the Company advance its portfolio more quickly with a group of trusted sellers as it attempts to reduce risk with respect to management and location.

Nine of the 21 properties will be purchased from John J. Pohanka, 7 from Robert M. Rosenthal, 4 from Vincent A. Sheehy, and 1 from Jonathan K. Cherner and Andrew M. Cherner all of whom collectively "have over 145 years of experience in the automotive industry." All sellers will be compensated in Units, which are redeemable after two years most likely in the form of common stock. The two biggest sellers are Rosenthal with a 16.5% interest and Pohanka with a 5.8% interest. Both of these sellers also will become Trustees with the ability to exercise influence over the affairs of the Company.

The obvious concern about initial sellers being on the Board of Trustees is in the potential for a conflict of interest when decisions must be made between their own interests and those of the Company. The concern perhaps should be a minor one in this case. First, the sellers are paid in Units, not cash, which strongly aligns their interests with those of the REIT. Second, any conflicting decisions they may take in favor of their own properties will diminish in overall impact to the Company as the portfolio grows. And third, their experience in the auto industry and their track record of success likely add depth and judgment to the Board.

A Comparison With Other REITs
Against the generally promising picture of REITs an analysis now will be made of Capital Automotive contrasting it against 3 others which have IPO’d in the last year—CCA Prison Realty Trust (symbol is PZN; started trading in July), Equity Office Properties Trust (EOP; July), and Golf Trust Of America (GTA; Feb). See Table 3.

EOP is distinguished by being the largest REIT in the country involving office properties. But PZN and GTA are especially useful comparisons, because they along with Capital Automotive belong to the same segment of the REIT industry, namely those which carry triple net leases. Both PZN and GTA are in the niche markets of prisons and golf courses. It’s worth noting the significant growth that PZN has had, 46%, over GTA’s 24%, even though GTA shows a better financial picture. GTA’s quarterly distribution is higher than PZN, its payout ratio is lower suggesting a greater percentage of funds are held by the company for future acquisitions, and its yield is higher, while at the same time both are comparably leveraged. Clearly, analysts find the future expectations of PZN to be greater than those of GTA. Perhaps the central reason is that the privatization of prisons, and correctional facilities in general, is a growth market. One can assume that the risk of failure for any of these properties is low, because rental payments continue to come from state governments. Further, prisons are multifunctional communities requiring restaurant, laundry, and educational capabilities and, at several sites, manufacturing. PZN has primary or secondary involvement in many of these efforts, which enhances its potential for earnings.

In contrast, golf courses are not as operationally complex; the only source of revenue for GTA consists of rents from the leased properties. Nor are courses as resistant to national economic fluctuations. Any significant downturn in the economy would be reflected in reduced customer usage. As it is the addition of several new courses and plans for several more may put greater competitive pressure on some of GTA’s properties resulting in lower levels of revenue, which in turn could keep them from achieving a breakeven point. These issues describe an industry with a greater degree of inherent risk than correctional facilities.

Capital Automotive is similar to GTA in its dependence on a single revenue stream from properties that rely on good national economic conditions. A worst-case scenario of a recession potentially could drive some of the weaker dealerships into default. If this were to happen during the period when the portfolio is small, the negative impact on the REIT could be sizable. Such a scenario is extreme and not foreseen. However, it emphasizes the dependence of the Company on all properties operating successfully and according to their projections. EOP is an example of a REIT which is more highly sheltered from this kind of eventuality. Its ownership of 114 major commercial office buildings in 47 different markets around the country provides diversification and a consequent spreading of risk. EOP is now in the process of merging Beacon Properties under its name. When completed the REIT will have 240 properties covering 60 million square feet of leasable space. The contrast of the Company with EOP is not entirely fair, because they reside in two different segments of the REIT industry. But it shows the vulnerability of Capital Automotive during its incipient stage when the portfolio is small and the properties are highly localized geographically.

Initial portfolio weakness probably is one of the reasons for its low opening stock price of $15. This contrasts with the other 3 REITs, which opened from the low to high $20s. A low opening price forces Capital Automotive to sell more stock in order to get the proceeds it needs. More stock in the market then reduces the earnings per share and finally the size of the dividend for distribution. In Table 3 one can see that the FFO Per Share for the Company is significantly lower than those of the other 3 REITs. FFO (Funds From Operations) often is used by REITs as a more useful measure than earnings for expressing company performance. If lower, we should expect the REIT to show somewhat more moderated growth than the other 3 have experienced. With a lower FFO Per Share the declared distribution also will be lower and the FFO Payout Ratio higher.

REITs sometimes boost their payout ratio in excess of 100% in order to establish a more appealing yield to the investor. When this occurs the Company will be paying the difference from cash that could have gone for acquisitions. It might be strategically necessary to boost the yield artificially in this way if by doing so the Company can increase its capitalization. As the Company grows its portfolio, FFO should show a greater than linear increase. When the amount of stock is held constant, FFO Per Share will increase thereby giving the distribution a corresponding lift. Such an increase would have a positive influence on stock price if events were to unfold in this way.

In the absence of strength in stock price, the Company must show strength in dividend yield to a level exceeding that of short-term U.S. Government securities to gain the attention of investors. 20% growth by the end of Year 1 would put the stock at $18, or $3 over its opening price of $15. This growth could be motivated by the completion of its acquisitions, thus giving the market the expectation, if not the immediate realization, of stability within the Company, maturity of the portfolio, and an improved yield. Alternatively, without energized portfolio development and continued tepidity in the yield, the stock price will languish with little in the way of upward pressure.

The Financials
For the initial 21 properties Capital Automotive can expect to generate $13.5 million in rental income for the first year. Based on this amount the Company will realize net earnings of $5.5 million or 41% of revenue. On completion of the offering the Company will have 15.7 million shares outstanding of which 15 million shares will be freely tradable. Projected annual earnings per share would come to $0.35. This somewhat low figure signals that distributions at least for the first few quarters probably will be modest. It contrasts sharply with the other 3 REITs discussed above, which show projected per share earnings for the year of $0.78 (EOP), $0.1.55 (GTA), and $2.49 (PZN).

At $15, market capitalization would reach $225 million. Since current debt is low at $5 million, leverage could bring them as much as $107 million on a 50% of capitalization ratio. Based on the purchase price of the initial set of properties ($116.9 million) the Company could nearly double its portfolio size through the exercise of debt. With $162 million remaining from the distribution it theoretically could triple the size of its portfolio. Whether taking this approach is appropriate or even feasible remains to be seen. However, it does suggest that funds will exist for expansion through the first couple of years.

The Underwriter

  • Friedman, Billings, Ramsey & Co.

The Management
The CEO, Mr. Thomas D. Eckert, will receive an annual salary of $350,000 with options for 740,666 shares. Options become exercisable at a rate of 25% per year with a base price of $15. Thus, at the end of Year 1 Mr. Eckert could start releasing as many as 185,000 shares into the market. If the stock price held at $15, he could realize as much as $2.8 million for each of 4 years.


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