JC Penney (JCP) is a company which I have followed with much interest since Bill Ackman publicly announced his position in the company during 2012's Ira Sohn conference. He has put together an interesting presentation on JCP that is available at this link should you wish to have a read. Since then, the turnaround of JCP has been lackluster, culminating in the ousting of former Apple retail guru, CEO Ron Johnson. Myron Ullman has been brought back as CEO, and the company announced a new five-year US$2.25bn senior secured term loan credit facility from Goldmans and other IB to try and buy some time.
Short Thesis
JCP is one of the most heavily shorted large cap stocks on the NYSE. The stock has seen a nice rally in the last couple of months due to (i) an announcement of George Soro taking a position in the company and (ii) a short squeeze as the US stock market rally continue unabated. A lot of financial professionals have been trying to call the top of this market rally and have been proved wrong so far. While I do think a correction is overdue, I believe that the momentum will continue on a short term basis. Many months back I was considering a long position in JCP, based on a turnaround of the company. Fortunately, I wasn't entirely convinced that the turnaround initiatives put forth by Ron Johnson will work and remained on the sidelines. After the disasterous recent 4Q2012 and 1Q2013 results, which showed a Same Store Sales (SSS) growth of -25.2% and -16.6%, I am certainly glad I sat on my hands. Now the company is caught with the old CEO, who got the company in this mess in the first place, without a coherent turnaround strategy. Ironically, I am now considering a position on the short side, through put options on JCP to hedge some of my US market exposure.
Liquidation Value
There are some investors who believe that JCP is an attractive real estate play. International Strategy & Investment Group estimates that JCP stores should be valued at US$70/square foot, whereas the average cost of ownership is recorded at book at US$5/square foot. Spinning off the top 300 JCP stores into a REIT will yield an entity with an enterprise value of about $40/share. However, Cushman & Wakefield has a much lower estimate of JCP's real estate, with its stores, distribution centers and HQ at US$4bn.
Valuing a company based on a liquidation value can be potentially dangerous. Just because something trades at a discount to its liquidation value doesn't mean that it can be liquidated and will be liquidated. A good example is Sears, which many fund managers have been arguing that the real estate carried on its book at cost is massively undervalued. That hasn't done much for the stock price. When a discount to liquidation value is the cornerstone thesis of a position, one needs to have some certainty on (i) the timeframe for the liquidation and (ii) the cost of liquidation. If liquidation takes a long time frame to execute, your IRR will be stretched out. That can easily be the difference between a mediocre track record and a fantastic one. In the case of JCP, liquidation will probably be a messy affair, involving litigation costs, and the cost of laying off a huge labour force. That is not only politically difficult but also rather expensive. And in the meantime, the retail operations continue to bleed cash, gradually reducing your discount and the associated margin of safety. Here, we will mostly be focusing on analysing JCP from a ongoing concern basis.
Investment Analysis
At this stage, there are two crucial questions an investor should ask before forming an opinion on this company.
1) Does the company have a coherent, realistic turnaround strategy?
2) Does the company have sufficient liquidity to implement the strategy without running the risk of declaring chapter 11?
We do not yet have an answer on question 1 since the new (or rather old) CEO just took over and have yet to formulate a strategy. My belief is that, Myron Ullman is merely a filler for the position while the Board search for someone else more suitable. Given JCP's track record as a career wrecker (it certainly ruined Ron Johnson's career), I do not think finding someone who is willing to take the job will be an easy task.
As for question 2, we can hazard an educated guess. As of end 1Q2013, JCP has equity of US$2.86bn, cash and equivalents of US$821m, total debt of about US$3.7bn, and off balance-sheet operating leases of present value ~US$1.28bn. From a debt/equity ratio perspective, JCP's leverage is high but not overwhelming so. More importantly, let's take a look at JCP's debt capital structure.
None of the long term debt on JCP's balance sheet is maturing any time soon. The earliest maturing bond is due 2015 with a face value of US$200m.
Although JCP has short term loans of US$850m (which I believe is drawn from the JPM revolving credit facility), there is still US$821m of cash on the balance sheet, US$850m undrawn from their JPM revolving credit facility, and an entirely new US$2.25bn loan facility from Goldmans. Based on the cash and undrawn credit facilities, JCP can raise up to US$3.9bn for its turnaround attempt. Just to put things in perspective, in its most recent quarter 1Q2013, JCP had pre-tax operating losses of US$547m, negative CFO of US$752m and Capex of US$196m.
I did some quick modeling to see how much cash JCP could consume during the turnaround process. I assumed that operations will stabilise by end 2013 and revenue growth coming back in 2014 before accelerating in 2015. Margins will began to recover from beginning 2014 onwards. Based on my margin and growth assumptions, JCP has yet to be profitable by end 2015, but will almost be. Adding up total CFO and CIO till end 2015 results in a cash deficit of US$2.9bn. Without accounting for the cash inflow of US$631m in 4Q2015, the peak cash deficit will be US$3.5bn. This can be covered with JCP's existing cash and debt facilities, but there isn't a large margin of safety. Do I feel comfortable enough to short the stock? Probably no. With the current debt structure in place, JCP can keep operating for a long time, even if they continue to bleed. And in the meantime, any short squeeze and paying short interest/option premium will make this an unenjoyable ride.
Long Thesis?
Can we consider a long position instead? After all, George Soros has taken a position in the stock. To answer this question, let's look at the historical margins for JCP below. It was really from 2009 onwards that the company began to slip and struggle. What will be the right net profit margin for a turned-around JCP? Your guess is as good as mine here. Somewhere in the realm of 3-4% (which is what a typical discount retailer earns) should not be too far off the mark. Using my estimates above, 2015 will see a revenue of about US$14.5bn. Under the bullish scenario that JCP turns around completely in 2015, and based on a net profit margin of 3-4%, JCP will see between US$435m-US$580m of profits. Currently, JCP has a market cap of US$4.2bn. This translates into a PE of 7.2-9.6x. Peers listed on NYSE trades between 12-18x PE, with the average around 14x-ish. If we assume PE expands to 14x when the turnaround is successful, we will be looking at a gain of 45%-95%. The result can be very different depending on what you plug in as the net profit margin. On the higher end of the range, this results in an almost doubling of your position in 2.5yrs. At the low end of the range, this is an arithmetic return of ~18% a year. Both are very respectable results, contingent on the turnaround being successful.
Conclusion
Although I was initially looking at JCP from a short perspective, I believe that the risk/reward favors a long position better. I do not yet feel comfortable that the turnaround is happening, in the absence of a new strategy from JCP. However, they do have sufficient liquidity to last them for quite some time. If they find a good CEO to take over the company, with a new turnaround strategy, I may consider a position. Until then, I have no conviction on either the long or short side. So it's back to the sidelines again.
Short Thesis
JCP is one of the most heavily shorted large cap stocks on the NYSE. The stock has seen a nice rally in the last couple of months due to (i) an announcement of George Soro taking a position in the company and (ii) a short squeeze as the US stock market rally continue unabated. A lot of financial professionals have been trying to call the top of this market rally and have been proved wrong so far. While I do think a correction is overdue, I believe that the momentum will continue on a short term basis. Many months back I was considering a long position in JCP, based on a turnaround of the company. Fortunately, I wasn't entirely convinced that the turnaround initiatives put forth by Ron Johnson will work and remained on the sidelines. After the disasterous recent 4Q2012 and 1Q2013 results, which showed a Same Store Sales (SSS) growth of -25.2% and -16.6%, I am certainly glad I sat on my hands. Now the company is caught with the old CEO, who got the company in this mess in the first place, without a coherent turnaround strategy. Ironically, I am now considering a position on the short side, through put options on JCP to hedge some of my US market exposure.
Liquidation Value
There are some investors who believe that JCP is an attractive real estate play. International Strategy & Investment Group estimates that JCP stores should be valued at US$70/square foot, whereas the average cost of ownership is recorded at book at US$5/square foot. Spinning off the top 300 JCP stores into a REIT will yield an entity with an enterprise value of about $40/share. However, Cushman & Wakefield has a much lower estimate of JCP's real estate, with its stores, distribution centers and HQ at US$4bn.
Valuing a company based on a liquidation value can be potentially dangerous. Just because something trades at a discount to its liquidation value doesn't mean that it can be liquidated and will be liquidated. A good example is Sears, which many fund managers have been arguing that the real estate carried on its book at cost is massively undervalued. That hasn't done much for the stock price. When a discount to liquidation value is the cornerstone thesis of a position, one needs to have some certainty on (i) the timeframe for the liquidation and (ii) the cost of liquidation. If liquidation takes a long time frame to execute, your IRR will be stretched out. That can easily be the difference between a mediocre track record and a fantastic one. In the case of JCP, liquidation will probably be a messy affair, involving litigation costs, and the cost of laying off a huge labour force. That is not only politically difficult but also rather expensive. And in the meantime, the retail operations continue to bleed cash, gradually reducing your discount and the associated margin of safety. Here, we will mostly be focusing on analysing JCP from a ongoing concern basis.
Investment Analysis
At this stage, there are two crucial questions an investor should ask before forming an opinion on this company.
1) Does the company have a coherent, realistic turnaround strategy?
2) Does the company have sufficient liquidity to implement the strategy without running the risk of declaring chapter 11?
We do not yet have an answer on question 1 since the new (or rather old) CEO just took over and have yet to formulate a strategy. My belief is that, Myron Ullman is merely a filler for the position while the Board search for someone else more suitable. Given JCP's track record as a career wrecker (it certainly ruined Ron Johnson's career), I do not think finding someone who is willing to take the job will be an easy task.
As for question 2, we can hazard an educated guess. As of end 1Q2013, JCP has equity of US$2.86bn, cash and equivalents of US$821m, total debt of about US$3.7bn, and off balance-sheet operating leases of present value ~US$1.28bn. From a debt/equity ratio perspective, JCP's leverage is high but not overwhelming so. More importantly, let's take a look at JCP's debt capital structure.
Long Term Debt breakdown | US$m |
5.65% senior notes due 2020 | 400 |
5.75% senior notes due 2018 | 300 |
6.375% senior notes due 2036 | 400 |
6.875% med term notes due 2015 | 200 |
6.9% notes due 2026 | 2 |
7.125% debentures due 2023 | 255 |
7.4% debentures due 2037 | 326 |
7.625% Notes due 2097 | 500 |
7.65% Debentures due 2016 | 200 |
7.95% debentures due 2017 | 285 |
Total | 2868 |
None of the long term debt on JCP's balance sheet is maturing any time soon. The earliest maturing bond is due 2015 with a face value of US$200m.
Short Term Debt | US$m |
Short term borrowings | 850 |
|
Although JCP has short term loans of US$850m (which I believe is drawn from the JPM revolving credit facility), there is still US$821m of cash on the balance sheet, US$850m undrawn from their JPM revolving credit facility, and an entirely new US$2.25bn loan facility from Goldmans. Based on the cash and undrawn credit facilities, JCP can raise up to US$3.9bn for its turnaround attempt. Just to put things in perspective, in its most recent quarter 1Q2013, JCP had pre-tax operating losses of US$547m, negative CFO of US$752m and Capex of US$196m.
Income Statement (US$m) | E2Q13 | E3Q13 | E4Q13 | E1Q14 | E2Q14 | E3Q14 | E4Q14 | E1Q15 | E2Q15 | E3Q15 | E4Q15 |
Revenue | 2,720 | 2,781 | 3,690 | 2,635 | 2,856 | 3,059 | 4,059 | 3,030 | 3,284 | 3,518 | 4,668 |
COGs | (1,882) | (1,924) | (2,915) | (1,792) | (1,828) | (1,988) | (2,922) | (1,818) | (2,036) | (2,181) | (3,267) |
Gross profit | 838 | 857 | 775 | 843 | 1,028 | 1,071 | 1,136 | 1,212 | 1,248 | 1,337 | 1,400 |
SG&A | (979) | (1,001) | (1,218) | (949) | (971) | (1,040) | (1,263) | (1,091) | (985) | (1,126) | (1,214) |
Pension | (40) | (40) | (40) | (40) | (40) | (40) | (40) | (40) | (40) | (40) | (40) |
Depreciation and amortization | (142) | (142) | (142) | (142) | (142) | (142) | (142) | (142) | (142) | (142) | (142) |
Real estate and other, net | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Restructuring and management transition | (72) | (72) | (72) | (72) | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
EBIT | (395) | (399) | (697) | (360) | (125) | (152) | (309) | (61) | 80 | 29 | 4 |
Net interest expense | (71) | (69) | (83) | (86) | (102) | (105) | (113) | (107) | (117) | (120) | (125) |
Profit before tax | (466) | (467) | (780) | (446) | (227) | (257) | (422) | (168) | (37) | (91) | (120) |
Tax | (176) | (177) | (295) | (169) | (86) | (97) | (160) | (64) | (14) | (35) | (46) |
Net profit | (290) | (291) | (485) | (277) | (141) | (160) | (263) | (105) | (23) | (57) | (75) |
CFO + CIO | (724) | (603) | (186) | (826) | (169) | (404) | 313 | (532) | (147) | (252) | 631 |
Revenue (yoy) Growth | -10.0% | -5.0% | -5.0% | 0.0% | 5.0% | 10.0% | 10.0% | 15.0% | 15.0% | 15.0% | 15.0% |
Gross margin | 30.8% | 30.8% | 21.0% | 32.0% | 36.0% | 35.0% | 28.0% | 40.0% | 38.0% | 38.0% | 30.0% |
Pretax margin | -17.1% | -16.8% | -21.1% | -16.9% | -8.0% | -8.4% | -10.4% | -5.6% | -1.1% | -2.6% | -2.6% |
Net Margin | -10.7% | -10.4% | -13.1% | -10.5% | -5.0% | -5.2% | -6.5% | -3.5% | -0.7% | -1.6% | -1.6% |
I did some quick modeling to see how much cash JCP could consume during the turnaround process. I assumed that operations will stabilise by end 2013 and revenue growth coming back in 2014 before accelerating in 2015. Margins will began to recover from beginning 2014 onwards. Based on my margin and growth assumptions, JCP has yet to be profitable by end 2015, but will almost be. Adding up total CFO and CIO till end 2015 results in a cash deficit of US$2.9bn. Without accounting for the cash inflow of US$631m in 4Q2015, the peak cash deficit will be US$3.5bn. This can be covered with JCP's existing cash and debt facilities, but there isn't a large margin of safety. Do I feel comfortable enough to short the stock? Probably no. With the current debt structure in place, JCP can keep operating for a long time, even if they continue to bleed. And in the meantime, any short squeeze and paying short interest/option premium will make this an unenjoyable ride.
Long Thesis?
Can we consider a long position instead? After all, George Soros has taken a position in the stock. To answer this question, let's look at the historical margins for JCP below. It was really from 2009 onwards that the company began to slip and struggle. What will be the right net profit margin for a turned-around JCP? Your guess is as good as mine here. Somewhere in the realm of 3-4% (which is what a typical discount retailer earns) should not be too far off the mark. Using my estimates above, 2015 will see a revenue of about US$14.5bn. Under the bullish scenario that JCP turns around completely in 2015, and based on a net profit margin of 3-4%, JCP will see between US$435m-US$580m of profits. Currently, JCP has a market cap of US$4.2bn. This translates into a PE of 7.2-9.6x. Peers listed on NYSE trades between 12-18x PE, with the average around 14x-ish. If we assume PE expands to 14x when the turnaround is successful, we will be looking at a gain of 45%-95%. The result can be very different depending on what you plug in as the net profit margin. On the higher end of the range, this results in an almost doubling of your position in 2.5yrs. At the low end of the range, this is an arithmetic return of ~18% a year. Both are very respectable results, contingent on the turnaround being successful.
2007 | 2008 | 2009 | 2010 | 2011 | 2012 | |
Gross Margin | 38.6% | 37.4% | 39.4% | 39.2% | 36.0% | 31.3% |
EBIT Margin | 9.5% | 6.1% | 3.8% | 4.7% | 0.0% | -10.1% |
Pre-tax margins | 8.7% | 4.9% | 2.3% | 3.3% | -1.3% | -11.8% |
Net Margin | 5.6% | 3.1% | 1.4% | 2.1% | -0.9% | -7.6% |
Conclusion
Although I was initially looking at JCP from a short perspective, I believe that the risk/reward favors a long position better. I do not yet feel comfortable that the turnaround is happening, in the absence of a new strategy from JCP. However, they do have sufficient liquidity to last them for quite some time. If they find a good CEO to take over the company, with a new turnaround strategy, I may consider a position. Until then, I have no conviction on either the long or short side. So it's back to the sidelines again.