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Real Estate Syndications - A Good Idea ?!

Thomas Beyer

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Syndicating larger commercial real estate projects (i.e. pooling of your money with others) is a great idea - if executed well .



It is a proven path for wealth creation - if bought at the right price and managed well.



Not all real estate classes are created equal - and not all operators are equal either - and this recession is a case in point. There are eight typical mistakes in real estate syndication projects that you must avoid ! What are they ?





1. Overpriced Assets sold to innocent investors at a huge premium. Often an asset is purchased by the syndicator, and then sold to the "innocent" public for a lift up from a low of 20% to several 100% on some land deals. This used to be OK in a very strong market. Let's use an office or retail syndication as an example: An office tower or larger retail center is bought for $10M which was perhaps fair market value in 2006 or 2007 or 2008. It carries a 70% LTV mortgage, say $7M. $6M is now raised .. $1M in cost for commissions and for other soft costs like marketing and legal expenses, and $5M to syndicate the asset for $12M. OK if it cash-flows and maybe can be exited in 5 years for $15M ... however roll forward to 2009 and with rising office vacancies and higher CAP rate demands by banks this asset today is now worth $9M .. down only 10% .. in some cases perhaps down 20% to $8M. Deduct the $6.5M mortgage (now paid down a bit) and you see equity of $1.5M .. a 75% drop in equity from $6M raised !!



There are some private REITs out there or some office syndicators that pretend the world still looks like 2008 with low CAP rates and flat values. HELLO. Let's assume the asset was bought in 2006. Roll forward to 2011: the 5 year mortgage is now due. It is now maybe $6M. The asset is worth $8M. Most lenders today would not lend 70% on a retail or office tower. Maybe 60 to 65%. Thus, a $5M mortgage can be obtained .. $1M short in a relatively normal market. A recipe for bankruptcy .. and in any case huge investor losses despite a minor correction of value of only 10% to 20%.



Thus: check the true asset value if you intend to invest .. and do not accept their excuses for uplifting the building value because there isn't any ! Then hopefully you can co-invest with one of the many ethical syndicators out there !



2. Inexperienced Operator with NO OPERATING TRACK RECORD.




Many a syndicator has had some success raising funds, sometimes for flow-through tax deals or other parties. They make a commission only. Hey, let's open up a syndication firm they say. Buy an asset and manage it and take commission and an operating profit. Or buy in the US .. hey I bought a house successfully in Phoenix and flipped it making $50,000 .. let's raise several millions and buy hundreds of homes. Big mistake in many cases as it takes years to understand how to buy, even more years how to buy well and not overpay .. and even more years to manage an asset well .. especially in a more normal less heated economy !



Thus: check their track record and depth of knowledge in the asset space they operate. Distinguish between fancy brochures and an in-depth knowledge of the asset class. It takes weeks to produce a fancy brochure or a slick website .. easy .. but it takes many many years to successfully master one asset class .. let alone several that often are offered in parallel by one syndicator !!



3. Excessive Fees
- usually upfront - independent of project success !



Some syndicators charge in excess of 10% commission. 10% seems to be the norm but is still high as it has to be made up through asset performance which takes a few years.



On top of that some charge an acquisition fee of 3% of the gross asset value. That is ANOTHER 10% on thecash invested assuming a 30% down, 70% mortgage split.



So now you're in the hole 20%. Add a reserve, marketing, legal, accounting overhead and you're in the hole 30% on day one. to get from 70% cash available to 100% you need a 40% cash-on-cash ROI just to break even. To get from 65% to 100% you need a 50% cash-on-cash ROI.



Therefore, upfront fees are critical ! They have to be as low as possible. Don't believe "80% of profit go to you" .. as there ain't any for many years to come as the operator has already milked the profits from you !



Also an annual asset management should probably not exceed 0.5% on the asset value or 2% of the cash invested ... otherwise it is too rigged towards the syndicator and not the investor. It has to be win/win !



Thus: Lower is better !



4. Unrealistic ROIs using unrealistic assumptions



A common trick is to use unachievable future values of condos or land prices as a high ROI is easily achievable on a spreadsheet or in an ad. However this is now a lower demand world caused by more cautious and financially less wealthy baby boomers.



Although housing has shown feeble signs of recovery, this economy has been a wake-up call to investors who thought they could ride a never-ending real-estate bubble for condo projects, land sub-divisions or international real estate in hot markets like Costa Rica, Mexico or Belize. Then there's commercial and office real estate, where many institutional investors have recently taken enormous losses.



Thus: are these future values achievable in the timelines advertised ?





5. False sense of security
- syndications using terms such as "asset backed" or " up to 18%+ interest on our mortgages" or "secured by a mortgage" .. since in many cases these mortgages are in 2nd or 3rd position and exceed by far the value of the underlying real estate. In construction or land development projects the investors money is often in 2nd or sometimes in 3rd position behind an expensive first position .. hardly security but a sham ! Don't call it a mortgage if it is indeed equity or investment dollars.



Frequently on land or construction / development deals the advertisement is "only 40% loan-to-value" .. but in reality this "value" is based on future, often inflated, fully-built out values. The land your mortgage is secured against might be worth only 20% of the total built out value, thus your "40% LTV" mortgage is really 200% on the land value. OK if all goes well .. but total loss of capital is likely if lots or condos can't be sold fast enough or for enough money .. or worse: if your syndicated MIC or mortgage or bond is in 2nd position behind a 1st mortgage !



Ensure that risk (of total capital loss) and promised return is in line !



Thus: security not in 1st position or exceeding going in prices, based on future speculative possible prices is not security .. it is false advertising !



6. Executives that were charged
.. by the Alberta or BC Security Commissions or are embroiled in lawsuits with their current or previous investors.



Thus: check out the project and the people behind the project. What did they do before they did this venture ?



7. Big ads promising huge returns .. usually paid for with your own money as an expense to the business.



Thus: look for soft costs besides (huge) commissions too .. 4 % - 6 % of money raised is reasonable .. more is not !



8. Not taking ownership of the asset although promised by their marketing. Ensure that the investors actually own the asset ! Frequently the asset is not held by the investment group but by another company and the money is lent to them. It is now almost impossible to trace the money trail .. especially if this shadow company also co-owns many other assets with many mortgages. Thus, one collapsed and unrelated project can derail your project too !



In summary: it has to be win/win
Are the operator`s profits aligned with yours, the investors i.e. usually at the end on exit? Or are they lining their pockets upfront regardless of asset performance ?



There are quite a few scams out there .. and many were in the news lately .. but even more exist that just exploit the legal loopholes .. but there are many honest folks too. Use these eight guidelines to distinguish between the ethical and the unethical operators .. and you too can successfully and profitably co-own a larger piece of real estate or a pool of hard assets with others !





Share other mistakes here too please if you like !
 

UTCVenturesLtd

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Great posting!

4. Then there`s commercial and office real estate, where many institutional investors have recently taken enormous losses.

Here is what is happening in the office space arena. I know a lady who has around 85 small one room offices for rent. About a third of them were rented a year ago. Now everyone has downsized from their big overly spacious offices and hers are all rented out now. She is scrambling to find more of these small offices to rent out to keep up with the demand.
 

Thomas Beyer

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QUOTE (UTCVenturesLtd @ Oct 30 2009, 03:28 AM)
Great posting!



4. Then there's commercial and office real estate, where many institutional investors have recently taken enormous losses.



Here is what is happening in the office space arena. I know a lady who has around 85 small one room offices for rent. About a third of them were rented a year ago. Now everyone has downsized from their big overly spacious offices and hers are all rented out now. She is scrambling to find more of these small offices to rent out to keep up with the demand.


correct .. a fair example .. but by and large office, industrial and retail vacancies across the country are up, lease rates are way down and lending is down .. requiring much higher property yields i.e. lower prices !



Up to about 2003/2004 there used to be a gap of about 2% between apartment buildings and office/retail due to increased risk/vacancies .. this gap has returned ! From 2005-2008 all decent assets trade around a 6% CAP: office, retail, industrial or apartment buildings .. now that gap is up 2% between apartment buildings (still around 6% CAP for a quality asset in a nice location) while office, retail and industrial have moved up to 8% or so.



While 2% sounds like a small number it has a HUGE EFFECT of values and especially levered equity investments. Here is an example: an office tower or retail center in a major urban center that had a 6% yield with an net operating income (NOI) of $480,000 per year would trade for $8M (6% of $8M = 480,000). That same office tower (or retail mall) today, assuming similar income would trade for an 8% CAP or a $6M price, down $2M .. or well over 50% on the equity/cash invested !!! Assuming a 70% mortgage 2 years of 70% or $5.6M would yield a new mortgage of perhaps $4.0M .. a recipe for disaster on re-finance and for syndication firms specializing in that space from 2004 to 2008 !!! Add to that lower NOI due to higher vacancies and weaker leasing and the valuation drops on equity invested have been much higher in many instances !



While CAP rates (aka yields) have risen a bit as well for apartment buildings they are not nearly as dramatic .. with almost no impact on values !



Hence: Many office, retail and land syndicators valuations / equity is WAY DOWN or in foreclosure or bankruptcy ..
 

Vishal

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Great post Thomas! Thank you for this - I saw this yesterday on your blog and learned a lot!
 

Nir

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Thank you Thomas, very interesting and highly valuable information!

Small question:

"While CAP rates (aka yields) have risen a bit as well for apartment buildings they are not nearly as dramatic .. with almost no impact on values !"

Do you mean apt building CAP rates have risen much less OR that for some reason even a 2% increase in apartment building`s CAP rate would not have the same affect on price as 2% CAP rate increase on office tower. If it`s the last then can you explain why(?)

I thought by definition, an increase in CAP Rate reduces a rental property`s value by a similar % regardless of property type.
 

housingrental

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He means cap rates have risen less

Also minimal impact on pricing as in most cases rents rents (and net income following from that) have increased.

So even if cap rate increased slightly the net income has also increased so minimal price impact




QUOTE (investmart @ Nov 1 2009, 09:14 PM)
Thank you Thomas, very interesting and highly valuable information!



Small question:



"While CAP rates (aka yields) have risen a bit as well for apartment buildings they are not nearly as dramatic .. with almost no impact on values !"



Do you mean apt building CAP rates have risen much less OR that for some reason even a 2% increase in apartment building's CAP rate would not have the same affect on price as 2% CAP rate increase on office tower. If it's the last then can you explain why(?)



I thought by definition, an increase in CAP Rate reduces a rental property's value by a similar % regardless of property type.
 

Thomas Beyer

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QUOTE (housingrental @ Nov 2 2009, 10:50 AM)
He means cap rates have risen less

Also minimal impact on pricing as in most cases rents rents (and net income following from that) have increased.

So even if cap rate increased slightly the net income has also increased so minimal price impact


indeed .. also keep in mind INTEREST RATES .. as CAP rates [or property yields] have to be about 2% or so higher than the underlying mortgage rate !



So, today I can get a 3.75% to 4% CMHC insured mortgage .. thus CAP rates for multi-family have to be only about 6% or so for it take make sense .. slightly lower than even a year or 2 ago .. whereas in commercial interest rates have risen quite a bit. Today a shopping center or office tower in a primo location would command at least a 6% interest rate .. suggesting an 8% CAP rate is necessary .. which is UP about 2% from a year or 2 ago !



So even with flat office or retail rents prices are DOWN for these type of commercial properties .. thus for almost all commercial property syndicators values are DOWN compared to 2 years ago !!
 

housingrental

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Absolutely Thomas...

And then lastly the big questions is will the multi-family segment follow the office / retail space in the next few years and drop in value? Or will financing stay loose?




QUOTE (ThomasBeyer @ Nov 10 2009, 11:55 PM)
indeed .. also keep in mind INTEREST RATES .. as CAP rates [or property yields] have to be about 2% or so higher than the underlying mortgage rate !



So, today I can get a 3.75% to 4% CMHC insured mortgage .. thus CAP rates for multi-family have to be only about 6% or so for it take make sense .. slightly lower than even a year or 2 ago .. whereas in commercial interest rates have risen quite a bit. Today a shopping center or office tower in a primo location would command at least a 6% interest rate .. suggesting an 8% CAP rate is necessary .. which is UP about 2% from a year or 2 ago !



So even with flat office or retail rents prices are DOWN for these type of commercial properties .. thus for almost all commercial property syndicators values are DOWN compared to 2 years ago !!
 

Thomas Beyer

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QUOTE (housingrental @ Nov 11 2009, 11:45 AM)
Absolutely Thomas...

And then lastly the big questions is will the multi-family segment follow the office / retail space in the next few years and drop in value? Or will financing stay loose?


Several differences between multi-family and office/retail:



a) renters are more "sticky" i.e. people have to live somewhere, even in a recession. Flower shops can close quickly, shoe stores sell less, Christmas shopping is not as brisk and staff gets let go quicker in a recession, making occupancy levels more volatile in office/retail.



b) It costs more to get a new tenant in commercial. It is called TI: tenant improvements or also tenant inducements. Thus to induce an office to move into the 8th floor of my office tower for X$ in rent/month the office tower owner may have to spend up to 12 months rent in improvements for new walls, new carpets, new wiring, rent reductions for the first 24 months etc. .. very common in commercial !



c) rents can be adjusted, up or down, much more quickly in multi-family thus making it a far less risky asset class



d) mortgage money can be had that is insured by CMHC and as such money will always be cheaper, by roughly 2%. A typical CHMC mortgage today is around 4% .. and conventional mortgage around 6%. Thus a typical CAP rate is around 6% still for apartment buildings in good locations and in good condition, but has adjusted upwards to around 8% for office and retail (about 2% above the underlying mortgage rate to allow for risk spread .. more or less)



e) if the cost of a major ingredient, namely money, is cheaper, the CAP rates of an asset can be lower. Thus there should be a difference of about 2% between an office tower in Calgary that commands $1M in annual income and an apartment building that yields $1M, i.e. the apartment building should be more expensive than a retail or office complex with the same net income ! It wasn't in 2004 to 2007 .. today it is !! Why ? Because the risk is far lower .. and for the 5 reasons mentioned here in a) to e).



So, during the boom of 2004 to 2007 yields of office and retail have been around 5-6%, sometimes even 4% in major centers .. WAY TOO LOW for the risk. They are now correcting to where they should be, namely 2% above the mortgage rate of around 6% to 8%. An increase of a CAP rate from 6% to 8% is huge !!



Example: office tower yields $1M in net income. With a 6% CAP rate it would be valued at $16M. With an 8% CAP rate at $12.5 !



Huge drop in value.



It gets worse:



i) often the rent is lower due to a weaker economy. Retail tenants fail. They demand discounts or threaten to move. Retail and office rents in Calgary, like elsewhere, are way down due to weaker tenants and more vacancies/supply. Thus a further valuation drop due to lower income.



ii) Assume a mortgage of $10M on the retail or office tower. $6M in equity (plus perhaps another $2M for soft costs like marketing, sales commissions, depending on syndicator ..) in 2007 for a total of $8M raised. Now with the retail center or office tower valued at $12.5M the equity has shrunk from $8M to less than $2.5M.



This is one reason behind the Concrete Equities foreclosure. Similarly with other (office or mainly) retail center syndicators that advertise heavily at the moment. Huge valuation adjustments that may or may not have been reflected in their investor communication or property valuations that sometimes have to be disclosed or often do not have to be disclosed. Ensure you buy at 2009 (lower !!!) prices and not 2008 or 2007 peak prices !!



Demand details on current 2009 property values if you have invested with any syndicator or intend to invest.



I have seen a very recent investment syndicate advertising a Calgary based strip mall with a 4% CAP rate .. but it had a Starbucks location that you could co-own. Woohoo.



Don't confuse slick marketing with a good investment !
 

housingrental

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Hi Thomas

I agree with most of your above post.

However re:

"c) rents can be adjusted, up or down, much more quickly in multi-family thus"

I disagree. Why do you think this, or did you mis write? In what specific situation is there less flexibility to adjust rents for an office operator?

Re

"d) mortgage money can be had that is insured by CMHC and as such money will always be cheaper, by roughly 2%. A typical CHMC mortgage today is around 4% .. and conventional mortgage around 6%. Thus a typical CAP rate is around 6% still for apartment buildings in good locations and in good condition, but has adjusted upwards to around 8% for office and retail (about 2% above the underlying mortgage rate to allow for risk spread .. more or less)"


Yes... sorry if my last post was unclear... I`m saying will the same process play out in the multi-family space in the next few years... Ie further restriction in financing (think CMHC applying a higher cap rate = more money down... or getting out of backing certain properties... as they already do with student properties...) increases the costs to finance and if so higher cap rates / relatively lower valuations of multi-family....

Your thoughts on above?
 

Thomas Beyer

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QUOTE (housingrental @ Nov 14 2009, 01:20 PM)
Hi Thomas



I agree with most of your above post.



However re:



"c) rents can be adjusted, up or down, much more quickly in multi-family thus"



I disagree. Why do you think this, or did you mis write? In what specific situation is there less flexibility to adjust rents for an office operator?

...




Great questions.



Usually commercial leases are LONG TERM, often 5 years, frequently 10 years or even 20 years. Think of a restaurant (Keg, Moxie's, Joey's ..) .. they spend upwards of a million $s on lease hold improvements: kitchen, bar, tables, bathrooms, fancy lights, fridges .. they wish to see some certainty.



In fact one common reason even great restaurants go broke is the ability of the landlord, after 10 years to adjust the rent UPWARDS 200 to 500% in a great restaurant forcing them out of business .. or milk away most of their profits as it is so expensive to move / re-locate.



Thus, in a good economy it is hard to force rents up if you have signed a 10 year lease. Ditto, it is very hard for a downsizing commercial tenant, such as those in Calgary right now, to reduce space by 40%. They can't just cancel their lease and move. Huge repercussions to the company or their owners as often the lease is personally guaranteed.



Most residential tenants can do that. Or the landlord, at least in AB or SK can force rents up quickly in a booming economy.



in BC: rents are controlled, but can be raised annually 4% (adjusted annually by government)

in AB: rents can be raised once per year with 3 months notice by ANY AMOUNT.

in SK: rents can be raised twice per year with 6 months notice by ANY AMOUNT.

in ON: rents are controlled, but can be raised annually 1.2% (adjusted annually by government)



Thus, a residential tenants rents goes up or down with supply and demand more frequently.



In commercial, with a great tenant, say large oil firm or Canada Post or CIBC a long term lease is worth a lot, but with smaller retail or commercial tenants the risk of bankruptcy and long vacancies is real.



There was a great office tower in NEW YORK that traded for I believe $600,000,000 3 or 4 years ago with two great strong large well known flush tenants: one was Lehman brothers .. and one was AIG.



Both went out of business in 2008. Oops. I think the office tower changed hands for $250,000,000 or so a while later. That would never happen in residential properties in good locations. Maybe in small towns .. but not in cities !




QUOTE (housingrental @ Nov 14 2009, 01:20 PM)
Re "d) mortgage money can be had that is insured by CMHC and as such money will always be cheaper, by roughly 2%. A typical CHMC mortgage today is around 4% .. and conventional mortgage around 6%. Thus a typical CAP rate is around 6% still for apartment buildings in good locations and in good condition, but has adjusted upwards to around 8% for office and retail (about 2% above the underlying mortgage rate to allow for risk spread .. more or less)"




Yes... sorry if my last post was unclear... I'm saying will the same process play out in the multi-family space in the next few years... Ie further restriction in financing (think CMHC applying a higher cap rate = more money down... or getting out of backing certain properties... as they already do with student properties...) increases the costs to finance and if so higher cap rates / relatively lower valuations of multi-family....



Your thoughts on above?


Correct .. that could happen .. BUT: if interest rates went up, say from currently 4% with CMHC to 6%, that would mean commercial rates would be 8% and residential mortgages around 6.5% (up from low 4% today, i.e. up 50% !!) and it would mean FAR FAR LARGER carrying costs of homes and a FAR FAR LARGER supply of tenants as many people could not afford to buy houses/condos anymore.



Thus, landlords are somewhat hedged against higher interest rates in that the revenue side would go up too around the same time !!
 

Thomas Beyer

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QUOTE (housingrental @ Nov 16 2009, 01:42 PM) Thanks for your thoughts
always a pleasure .. always ..
 

Berubeland

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in ON: rents are controlled, but can be raised annually 1.2% (adjusted annually by government)

I always try to spread the word that any rental built after November 1991 is exempt from the rent control guideline so you can raise the rent as high as you please. You still have to use the approved form and give 90 day notice.

Also in between tenancies you can increase the rent as much as you like always assuming the market can bear the increase.

This year... Ontario is .007 guideline increase or less than 1%.
 

markl

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Thomas,

Thanks again for this post. It made putting together my first syndication helpful. We should be starting to raise funds in the new year. Thanks again for providing great information on Myreinspace
 

Thomas Beyer

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Slightly better rent increases in BC and ON in 2012: both much higher than the two previous years.
 

MaximeValmont

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Really personal question and you don't need to ansker it,



But is the demand higher from Vancouver or Toronto right now?
 
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