Bruce Berkowitz Comments on Sears Holdings Corp

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Feb 10, 2015

Market participants have often failed to ascribe appropriate intrinsic value to conglomerates, and Sears Holdings Corporation (SHLD) (“SHC”, 7.1%) is no exception. For years, SHC has remained a misunderstood sum-of-parts story. Few have the inclination to examine all of the company’s pieces, which equate to a net asset value that we estimate to be multiples of current market prices.

SHC’s substantial portfolio of real estate is its most valuable component. The company’s 977 Kmart and 714 Sears properties total 195 million square feet of commercial retail space – more than Simon Property Group, the largest mall REIT with an enterprise value of $100 billion. The possibilities for SHC’s owned and leased properties are endless. Redevelopment is one feasible option that the company is actively pursuing, including: the transformation of its 162,000 square foot store at Janss Marketplace (Thousand Oaks, CA) into a mini-mall; the reorganization of a 14-acre site in St. Paul, Minnesota, with 111,000 square feet in adjacent structures including 130 units of housing; and the redevelopment of a 12.3-acre property at top-performing Aventura Mall in Florida into 251,250 square feet of high- end open-air retail and restaurant space, 43,802 square feet of office space, 128,737 square feet for a luxury hotel with 120 rooms, and 476,297 square feet of parking. At this proposed “Esplanade at Aventura,” Sears would retain a 20,000 square foot presence, effectively reducing its footprint by 90%. Subleasing to single and multiple tenants is another option: millions of square feet have already been subleased to tenants such as Ansar Gallery International, Dick’s Sporting Goods, Kroger, Nordstrom Rack, Primark, and Whole Foods. Finally, some stores will remain as-is: for example, “cash cow” locations throughout the Northeast corridor, Puerto Rico, and the U.S. Virgin Islands do not require any reconfiguration.

We believe that the company’s non-real estate assets have significant value as well. SHC’s $5.6 billion in cash, receivables, and net inventory (or $44 per diluted SHC common share), leading brands (e.g., Kenmore, Craftsman, and DieHard), and Shop Your Way loyalty program (which has helped the company generate $4 billion in online sales) are important components. SHC also operates 750+ pharmacies with $1.75 billion in annual sales. Sears Home Services is the largest national delivery and home repair service with over $2.5 billion in sales. Annual service repair calls exceed nine million, in addition to 4 million deliveries and 1 million installations. Sears Commerce Services provides e-commerce and logistics solutions for third-party businesses, akin to Amazon Services. Sears Logistics has 49 distribution and fulfillment facilities across the U.S. (46.5 million square feet) providing end-to-end supply chain solutions for SHC and competitors. Sears Protection Company has over 15 million products under protection agreement contracts. Sears Reinsurance Company provides management of all insurance risks. And there is more.

We believe that SHC’s liabilities are easily offset by its non-real estate assets. Proceeds from recent and anticipated corporate actions as well as further inventory reductions would re-pay the: (i) $400 million in short-term debt due February 2015; (ii) $1.6 billion from the domestic credit facility expiring April 2016; (iii) $1.0 billion term loan due June 2018; and (iv) remaining pension plan obligations forecasted to be $1.1 billion through 2019 at prevailing low rates.

SHC’s management acknowledges that operating performance must improve, and we remain confident that the company has the ability to effectively address its cash burn by reducing: (i) investments in integrated retail and Shop Your Way; (ii) the dual marketing program spend; (iii) rent and associated costs; (iv) corporate overhead; and (v) the pension deficit. The company indicated that it is “currently carrying costs of two promotional programs: [Shop Your Way] Points and Promotional Markdowns (‘PMDs’)” and intends to expedite the transition from PMDs to Points for a “more efficient promotional model.” SHC is also accelerating unprofitable store closings, and can terminate approximately 80% of existing leases without penalty over the next four years by not exercising its extension options. Retail analysts predictably focus on “revenue per square foot” and “same store sales.” We prefer to ignore the crowd by assessing all the parts. Consider this: at one point last year, the market cap of newly independent Lands’ End almost rivaled the market cap of its former parent, SHC.

Form Bruce Berkowitz (Trades, Portfolio)'s Fairholme Fund 2014 Annual Report and Investor Letter.