I don't see anything, could be some profit taking by early buyers of the spin, or folks who recieved shares deciding to sell.. some type of trading dynamic. I have not sold a share.
Thx Nat Usually those costs are amortized over the life of the loan but what you are saying seems to make sense...you can estimate the cash interest using the disclosed rates...I suppose the unclear disclosure is part of what creates the opportunity....I guess we will find out in March when they file 10-K
Nat - I took a look at the 11/17 8K and the pro forma PL has $28mm annualized of reimbursable tenant costs. There isn’t a CF in the 8K...do we need to adjust the FCF estimate to reflect this? Also per the same 8K annualized interest expense is about $80 million which I don’t get...seems too high?
in that pro-forma statement the revenue includes the reimbursable tenant costs - note the revenue figure in that pro-forma period annualizes to over $171 million vs. $141million, so it shouldn't make a different.
The pro-forma interest expense is tricky because it includes JPM's origination fees, which are reflected in the fact the notes and mezz loan were issued at a discount. The footnotes state that a total of $13 million were included in interest expense for this nine month period, which I think will be "non cash" and reflected in the fact they have to pay off the $455 million vs. the $420 million they recieved. As I didn't mark down the loan values, i figure it kind of balances out. I am most interested in actual cash outflows per period.
That is my understanding - I am not an expert on this aspect of accounting, so while i think my understanding is essentially correct, I don't have full larity. I don't think we will get full picture until we move past this "pro-forma" period and get a clean quarter and the company starts doing IR such as returning phone calls.
Nat, Thanks for the detailed, thoughtful analysis. Would you consider this an apples to apples comparison to the Realty Income Spinoff(ticker:O) of Orion Office Reit(ticker:ONL)? If so, maybe it is also a bargain, or on the flipside, could the ONL spinoff potentially represent a worse(or worst) case scenario for NLOP? The ONL spinoff also looks quite disliked by the market and predated the NLOP spinoff by almost exactly 2 years. One way it clearly seems to differ is that it issues a dividend and seems to not have a similar liquidation model as NLOP(?) Please correct me if I'm wrong here. Thanks again.
I'd have to go back and look at ONL's valuation and portfolio at the time of the spinoff, but a lot of things have changed for the worse re: office since late 2021. What caught my attention with NLOP was the liquidation plan. Even if it takes time (It will), It creates a clear mechanism to return value to shareholders.
This, plus the recent underwriting by JPM on the 40 building portfolio, 5 unencumbered properties in my view put the bull case on relatively solid footing given the valuation.
I don't think so. 4% is PIK and there is ample cash flow to begin paying down debt. I'd guess it will be the first thing to go. The biggest risk in my view is further tightening of credit conditions and deterioration in office.
Was looking at the presentation but couldn't find where they indicated that they plan on returning proceeds of sales to shareholders. Could you point me to where you found that they plan on returning capital to shareholders?
This is from their original press release, but it is stated whenever they mention their basic strategy such as the NLOP home page, the form 10 document, etc.
"NLOP will pursue a business plan focused on realizing value for its shareholders primarily through the strategic asset management and disposition of its property portfolio over time."
Other statements that imply asset sales and/or returning capital to shareholders
"It is anticipated that NLOP will pay distributions to its shareholders from its operating cash flows and disposition proceeds, after first repaying its obligations under the new debt facility."
"Asset Management Fee: Initial $7.5 million annual fee *reducing over time as assets are sold"
“The NLOP Financing Arrangements are structured to provide it with the ability to engage in dispositions of assets as contemplated by its overall strategy and intends to pay down the NLOP Financing Arrangements with proceeds from such dispositions and cash flow from rent on its properties"
Nat - do you know anything about the KBR building in TX? It’s 14% of their ABR? Not up until Jan 27.
no special insight beyond noting it as you did and doing a few searches, etc.
Stock is getting donkey kicked today. Not much volume though. Any thoughts?
I don't see anything, could be some profit taking by early buyers of the spin, or folks who recieved shares deciding to sell.. some type of trading dynamic. I have not sold a share.
Thx Nat Usually those costs are amortized over the life of the loan but what you are saying seems to make sense...you can estimate the cash interest using the disclosed rates...I suppose the unclear disclosure is part of what creates the opportunity....I guess we will find out in March when they file 10-K
Right, that $13 million looks to be the pro-forma amount amortized in the 9 month period, JPM really took them to the cleaners.
Nat - I took a look at the 11/17 8K and the pro forma PL has $28mm annualized of reimbursable tenant costs. There isn’t a CF in the 8K...do we need to adjust the FCF estimate to reflect this? Also per the same 8K annualized interest expense is about $80 million which I don’t get...seems too high?
in that pro-forma statement the revenue includes the reimbursable tenant costs - note the revenue figure in that pro-forma period annualizes to over $171 million vs. $141million, so it shouldn't make a different.
The pro-forma interest expense is tricky because it includes JPM's origination fees, which are reflected in the fact the notes and mezz loan were issued at a discount. The footnotes state that a total of $13 million were included in interest expense for this nine month period, which I think will be "non cash" and reflected in the fact they have to pay off the $455 million vs. the $420 million they recieved. As I didn't mark down the loan values, i figure it kind of balances out. I am most interested in actual cash outflows per period.
That is my understanding - I am not an expert on this aspect of accounting, so while i think my understanding is essentially correct, I don't have full larity. I don't think we will get full picture until we move past this "pro-forma" period and get a clean quarter and the company starts doing IR such as returning phone calls.
https://www.valuedontlie.com/p/b-riley-rily-a-short-rebuttal?r=dn6uz&utm_campaign=post&utm_medium=web
Happy to see you cover this--thought I was the only one that liked this stock!
You asked on X about Rily. Not current but can start here:https://wolfpack-whitepaper.s3.amazonaws.com/RILY.pdf?AWSAccessKeyId=ASIAUPWWN73KP4DITNDQ&Signature=aLr%2FO8nWKMOpSpc9bif%2BnNHT6yQ%3D&x-amz-security-token=IQoJb3JpZ2luX2VjEGQaCXVzLWVhc3QtMSJHMEUCIEJB7FRNA9uw3sxiLHuod%2F52DlxbyJ%2B%2F828ggzuzp4ZpAiEAypNW3hzhhk13UCkOsgYchUl0zkiklEsYBOz%2ByRsBv6Uq%2BQIIrP%2F%2F%2F%2F%2F%2F%2F%2F%2F%2FARACGgwzMDg2MTM2MTEyMjAiDMg1ouS6IzU%2Fxam2jSrNAgqZMWdz0iSBN0jLzyKhOSkP4YTuUxazf5rzfl5hJhnvb16I8Ly7W0e1DiBYKOHsBZVvsP3Gk3Ox6ohBCXebqmV%2BZr6sxnLECNu%2BhHMFGkcHDo0nDDMIQfPzNVaqDsj4l2TIfamGAAq%2B4S0ZMdh%2Bs51UuFuERj0ZHZ2xEcJ0vxWg%2B4vjEK5PtL9ou99mvnK6HD59ZrviS3DuPohilscEuSpCb4LXaPBpqxAgyT78SnR0G%2F%2F8lOiLQBCfjIih7s0xEF%2BkRCEABbjD740kAcOTY1iuOr5N6hbPjvgMe2pq4GyTKFj7idY4No3der9we%2BybRpHvpzbFzIhl1LVR6YPUT1y3Bi%2FlULJBpZX6%2BjYhPmXsAly6VXPdqArZ4BruacMZfaGZ7hyxmbRm%2B%2FgMlVz%2FGG8pTvJp2m4Fu6vwCb8OK5n%2BPWpT6evwiocLPaQ3mjC0%2Bt6qBjqeAZjEIy3FzNSY8XK5fdr7xbOcB5Ng5gie5GFk%2BG9v2gLN1BPSdrvs8QWkX4vO2mK8SwlaQ8EFTu8uS%2Bd4jfIYmGBliXt9soHGGHiZyTUCroJfJOGTF6PmQZoNSktD8f0IzJ3oGQzj010MzIQGRKyumBmnDBN3gfcw8Rla0gf%2F5Z73t7Y1rbQmZxNA8ZgqUnzAXtNGCME1yy32bcMNm7Im&Expires=1700252803
Thanks Ken!
Nat, Thanks for the detailed, thoughtful analysis. Would you consider this an apples to apples comparison to the Realty Income Spinoff(ticker:O) of Orion Office Reit(ticker:ONL)? If so, maybe it is also a bargain, or on the flipside, could the ONL spinoff potentially represent a worse(or worst) case scenario for NLOP? The ONL spinoff also looks quite disliked by the market and predated the NLOP spinoff by almost exactly 2 years. One way it clearly seems to differ is that it issues a dividend and seems to not have a similar liquidation model as NLOP(?) Please correct me if I'm wrong here. Thanks again.
I'd have to go back and look at ONL's valuation and portfolio at the time of the spinoff, but a lot of things have changed for the worse re: office since late 2021. What caught my attention with NLOP was the liquidation plan. Even if it takes time (It will), It creates a clear mechanism to return value to shareholders.
This, plus the recent underwriting by JPM on the 40 building portfolio, 5 unencumbered properties in my view put the bull case on relatively solid footing given the valuation.
Thanks for the explanation Nat.
Reread the article, and saw that you addressed the market's perception of Orion (ONL). Thanks!
Lol I guess there is now a Nat Stewart effect, congrats!
Does the 14.5% interest rate on the mezzanine loan present material risk?
I don't think so. 4% is PIK and there is ample cash flow to begin paying down debt. I'd guess it will be the first thing to go. The biggest risk in my view is further tightening of credit conditions and deterioration in office.
Was looking at the presentation but couldn't find where they indicated that they plan on returning proceeds of sales to shareholders. Could you point me to where you found that they plan on returning capital to shareholders?
Thanks
This is from their original press release, but it is stated whenever they mention their basic strategy such as the NLOP home page, the form 10 document, etc.
"NLOP will pursue a business plan focused on realizing value for its shareholders primarily through the strategic asset management and disposition of its property portfolio over time."
Other statements that imply asset sales and/or returning capital to shareholders
"It is anticipated that NLOP will pay distributions to its shareholders from its operating cash flows and disposition proceeds, after first repaying its obligations under the new debt facility."
"Asset Management Fee: Initial $7.5 million annual fee *reducing over time as assets are sold"
“The NLOP Financing Arrangements are structured to provide it with the ability to engage in dispositions of assets as contemplated by its overall strategy and intends to pay down the NLOP Financing Arrangements with proceeds from such dispositions and cash flow from rent on its properties"