Sale-Leaseback as Alternative Financing?

With the crunch on capital placing constraints on business expansion, some businesses may turn to an old tool, sale-leasebacks, to help their businesses grow.

In a sale-leaseback, businesses sell their real estate assets to investors and lease them back under long term arrangements, typically between 10-20 years, with extension options. The leases are typcially under some form of net lease arrangement and can generate cap rates in excess of 300 basis points over the 10 year Treasury yields for investors.

Sellers are able to move the real estate asset off of their balance sheets, receive predictable long term lease rates and usually obain obtain tax advantages, writing off the entire lease amount, as opposed to only the interest portion of their mortgage payments under the ownership scenario. The mst obvious advantage, however, is the cash the business will receive from the sale that can be plowed back into the business to supply necessary funds for growth or to pay down debt.

Stay tuned, because we will take a closer look at this strategy in the coming days.

Closed Starbucks Properties

This is an interesting site geared to the owners of shuttered Starbucks stores. It is being built out as we speak, but should add some value to those owners and developers lost in the woods right now with the their stores closing.

http://www.starbucksproperties.com/

Property Taxes - Florida versus California

I was reading the Wall Street Journal (Personal Finance, D8) this morning and came across some residential properties for sale in California. The sale price, description of the property and notable items were all listed in the recap. Also listed were the property taxes, the values of which grabbed my attention.

They were as follows:

Kenwood, CA. Sale Price - $2.45m, Taxes - $28,500

Healdsburg, CA Sale Price - $3.495 million, Taxes - $23,797

Napa, CA Sale Price - $8.5 million, Taxes - $85,000

The reason I found them to be so interesting was because, although I have always been told that California possesses some of the heaviest property taxes in the country, they seemed a bargain to me, living in Florida. For kicks and giggles, I compared them to similar valued properties in the county that I live, Hillsborough County, Florida. I ran the tax estimates using our county's tax estimating calculator (quite a nice feature, I might add) and the calculated values were as follows, respectively (MOL) : $50,000, $72,000 and $170,000. WOW! Roughly twice what our California brothers and sisters pay.

Now, in fairness, these California taxes will in all likelihood increase at the time of sale, so the comparison is not 100% fair, but all things considered it was still a fairly shocking exercise for me. While the commercial market is still holding up fairly well in Florida, the residential market is really in the dumps. Call me crazy, but could this be one of the reasons Florida's residential market is doing so poorly? The State has always marketed itself as an inexpensive alternative to its more glamorous competitor, California and at first glance is the State really "inexpensive?" Florida tax coiffures and property values have swelled in the last 10 years, along with local and state expenditures to match. In fact, growth in local government expenditures over the past 10 years has FAR outpaced population growth. Let's watch the people of the State of Florida now futilely try to take those revenues away from their government. The absurdity of relying so heavily on variable property taxes to support a relatively fixed budget could not be more apparent. In the end, the State's officials, as always, will do nothing until there is some sort of accompanying crisis. What is sad is the the State may already be in a crisis, an economic one as businesses and migrating retirees appear to be spurning the State in large numbers (across the State, population and economic growth numbers have been dramatically reduced downward for the near and medium terms).

I know this diatribe has nothing to do with Triple Net Investments, but I found it to be an interesting fact (indictment?) of Florida's stuck-in-the-mud economy.

Starbucks: Do Not Forsake Me, Oh My Darling!

Fallout from Starbucks’ announcement of closure of 600+ stores

So a Starbucks is closing near you? Local baristas and competitors Dunkin’ Donuts and MacDonald’s (both of which just launched discount espresso products) are busy dancing in the streets. For many, though, namely employees, landlords and Starbucks regulars, the mood is considerably more somber, manifesting in some instances to outright protest.

How Starbucks decides to go from here will be watched carefully in the real estate world. Long the darling of investors and developers alike, the closing of some 600 stores has sent shock waves through the industry.

For developers, Starbucks meant a steady flow of work with a highly rated credit. In many cases, Starbucks serves as the mini-anchor for hoards of small strip centers. The stores create enormous amounts of traffic, allowing developers to demand top dollar from the surrounding tenants. Typically, these mini-centers were built and developed by small, independent builders and developers, giving them access to the extraordinarily, highly competitive national tenant market.

For investors, particularly Section 1031 exchangers, Starbucks proved to be a safe harbor, as 45 day identification periods loomed. Their net leased contracts were consistent, agents were familiar with the transactions and the investment offered owners a well known and respected national tenant.

In retrospect, it is not so surprising that all this has occurred. Starbucks barreled in to tertiary markets, guns blazing, much in the same way they conquered core markets, paying top dollar for key locations, potential cannibalization be damned. At $40-$50 per square foot leased rate, they were frequently paying 20-40% over market rates. Rising gas prices, market cannibalization and increased, lower priced competition, all took their toll.

While Starbucks remains a highly profitable company, it was not profitable enough for Wall Street and that means change….fast change… When the “Street” determines that your job as an executive is based on quarterly results, you do not wait for the other shoe to fall. Something had to give in their strategy.

How will they proceed? Time will tell. Most of these leases were just signed and have years remaining on them. Almost certainly, Starbucks will offer buyouts to owners of shuttered stores, but there is much anxiety over how “fair” their offers will be. It is unlikely that the replacement tenants will be willing to pay the amount of rent called for in the Starbucks leases. So, successfully replacing the tenants without financial loss will depend largely on the buyouts that Starbucks is willing to provide. Owners of Starbucks housed in mini-strip centers will probably be facing the most stress replacing lost income. Not only did they lose their primary tenant, but they lost bargaining power with the remaining tenants, now that the primary engine of traffic has been removed.

One thing for certain, it is in the best interests of the chain to negotiate in good faith with those investors and developers alike. Any other course of action could have long lasting and reaching implications on how easily and affordably they are able to expand down the road. The real estate industry tends to have amazingly long memories for stories that don't end so well.

Triple-Net (NNN) Leased Real Estate: Ideal for Section 1031 Exchanges?

Section 1031 exchanges allow real estate investors to sell their investment properties and exchange them for similar or like-kind investments and defer the tax on the accumulated capital gains. Real estate is by far and away the most exchanged asset class allowed by the code. Triple-Net (NNN) Leased Real Estate could be a suitable replacement property when conducting an exchange. A Net lease refers to a tenant paying all or some of the properties’ operating expenses plus the rent. Before getting into the specifics of the NNN lease, one must know that there are several types of leases:

• Bond lease – The tenant is fully responsible for operating expenses, maintenance, repairs and replacement cost.
• Triple Net (NNN) lease – There are usually limitations on capital expenses. Lessee is responsible for property expenses including tax, insurance and maintenance.
• Net Net (NN) lease – Similar to NNN lease, except that landlord may be responsible for structural damage such as roof or bearing walls.
• Modified Net lease – The tenant pays utilities, maintenance, repairs and insurance. Landlord is responsible for property taxes and everything else.
  

Investors seeking suitable replacement property for their 1031 exchange look to NNN properties for following reasons: the structure may provide relief of management obligations, such as multi-family apartment complex owners that are looking for relief but still need the income, want to defer their tax responsibilities, and no longer want intensive landlord responsibilities. Investors may also consider NNN properties for assured income, pride of individual ownership and preservation of capital. NNN leases may also interest investors that want to provide a relatively easy estate asset for their heirs.

While NNN properties appear to be easy to own and operate, they can be a challenging type of real estate investment if the investor does not fully understand lease structure, such as lease term, which can be as long as 50 years. Even more so than typical commercial real estate, there is significant value in the lease; the lease can be more important than the building and/or the land to determining value of the real estate.

Due Diligence

It is important that investors understand the variations in different NNN properties before investing. One should review the investment, lease document, tenant, the real estate itself, and the type of seller. After finding potential property, one needs to obtain a copy of the lease and review thoroughly before getting into other due diligence aspects, which also include inflation, local tax risk, credit worthiness and type of use.

An investor must take inflation into consideration when deciding upon an NNN lease to invest in. Frequently, rent increases are not included in the lease. This is particularly prevalent with large publicly traded retail drugstore leases. . Leases that call for rent decreases are actually prevalent in older NNN lease. The theory was that the loan would be paid off so the landlord’s spendable income would be reduced. These leases are not common today, but careful consideration should be given to the affects of inflation on these two structures.

Secondly, there are tax risks to be considered with NNN real-estate. Local laws may affect the lease values. Taxes may increase during reassessment after sale, creating additional tax burdens that may not be covered in the lease, shifting responsibility to new landlord.

Furthermore, consider the credit worthiness of the investment. Again, there is considerable value in the lease so tenant quality is a critical factor of pricing NNN leased assets. Property price should reflect the tenant’s ability to meet the terms of the lease. Capitalization rate (annual rent divided by purchase price) should adequately indicate this variable risk factor. If there is a higher risk that the tenant should become insolvent over the long term, the capitalization rate should accurately reflect the increase in risk absorbed.

It is easy to find information on publicly traded companies but it is considerably trickier for privately held entities. Many were caught off-guard by Vicorp Restaurant, Inc.’s Chapter 11 filing, which is a private corporation. However, there are investigation options for potential purchases also through fee-based tenant underwriting services and they should be considered. In an ideal situation, your broker will provide some of this research for you and at least give you an opportunity to weed out poor credit risks prior to investing significant time and energy in the due diligence process.

Even with a substantial credit rating, one needs to consider how the type of business may affect investment value. General purpose properties that are easily converted to multiple tenant needs are more desirable than a single purpose property. Manufacturing facilities are prime examples where investment or building is designed specifically for that tenant, frequently without consideration for the market as a whole.

It is not unusual with Triple Net leased properties for the purchase price to exceed replacement costs and comparable sales on a per square foot basis. Be wary of over-market rent that can’t be achieved with another tenant in the future, particularly if the tenant’s credit quality is weak.

Types of NNN Sellers

NNN sellers fall into 3 categories – Investor Owner, Owner User and Build to Suit Developer.

With an Investment Owner, the primary lease has a limited amount of time remaining. Pay careful consideration to base rent, payment/expense history, and sales volume history to determine the likelihood of the tenant remaining in the property.

Secondly, the Owner User type of seller indicates that the NNN lease is well-suited for sale/lease back. Why would the owner want to become a tenant? Simply, the seller frees up capital and makes it easier to grow his/her business. Generally, real estate returns are lower than the returns the business is generating, so selling the underlying real estate and leasing back the property enables the owner to free up cash held in the real estate to invest in the more profitable business that occupies the property. Also, sale/leaseback leases are highly flexible, but investors should be particularly aware of any stipulated methods of rent increases and the possibility that the seller over improved the property to meet the company’s needs.

Finally, the build to suit developer is probably the most straight forward form of seller. They are professionals who have set up a system for the building and disposition of assets and readily have standard information available in packages for potential purchasers. Typically, their leases are more standardized, reducing contractual surprises. However, the downside to purchasing from a developer is the lack of or limited amount of performance history for the site. It is valuable to look at developer’s past projects to see how they fared.

Summary

In conclusion, when carefully structured and underwritten, NNN investments are a terrific, viable option for Section 1031 replacement property. They can help investors reduce their management responsibilities and hold a long term lease with a strong credited tenant. Due to long term nature of this type of real estate investment, however due diligence may be even more important than with other types of real estate investment.
Some critical factors to be observed when considering a NNN lease are:

• Is the lease actually NNN?
• Will the tenant succeed in the location?
• Are there any additional local tax issues?
• Is there adequate inflation protection in the lease?

In September of 2007, the Inspector General of the US Treasury issued a report criticising the IRS for their oversight of Section 1031's. Well, the IRS has just responded. Can we expect increased scrutiny of Section 1031 exchanges now? Time will tell, but the IRS issued a Fact Sheet in response to the Inspector General's criticism.

IRS' Fact Sheet:
http://www.irs.gov/newsroom/article/0,,id=179801,00.html

Original report from inspector general:
http://www.ustreas.gov/tigta/auditreports/2007reports/200730172_oa_highlights.pdf

Section 1031 Exchanges - Shots Fired Across the Bow

If you are a practitioner in real estate or have clients that hold real estate, the state of California recently made some noise that should make you stand up and take notice. Section 1031 Exchanges, long considered one of the most powerful tax advantages in real estate investing, allow real estate investors to sell their investment properties and "exchange" them for a "like-kind" investment and defer the tax on the accumulated capital gains. This can be repeated over time until the final property is eventually sold and taxes paid. States generally permit similar tax treatment to the federal code for investments made within their boundaries. The Code, however, seems to be coming under increasing scrutiny at federal and state levels, with California being the latest to attempt to nibble at the edges of the Code to reduce its effectiveness as a tool.

In an effort to raise an additional $2.7 billion dollars in tax revenue, California Legislative Analyst's Office (CLAO) has recommended, among a list of other potential initiatives, to eliminate exchanges for "out-of-state" properties. While real estate is just one of the asset classes that are allowed to be exchanged under the code, it represents the lion's share of eligible assets.

It is understandable that California would consider this change. First and foremost, California investors, significant beneficiaries of appreciated real estate over the past decade, have long been some of the biggest players in Section 1031 exchanges. While California has been a great state to invest in real estate, it has never been considered the friendliest tax state in the country. California is a state that has an instituted income tax and investors need to include in their analysis the effects California's taxes have on their returns. Undoubtedly, savvy California investors that are looking to mitigate their tax liabilities are at least considering exchanging their investments in to lower or no-tax states, such as Florida or Texas, two states that have also benefited from higher than average appreciation. If the investor chooses to move the asset and exchange out of California, the tax obligation to the state is not necessarily erased. According to CLAO, deferred capital gains taxes, however, are rarely, if ever, reported to the state, once the investment leaves the state's borders. So, in a nutshell, it is easy to see that California stands to gain substantial tax revenue potential by clamping down on Section 1031 exchanges. CLAO estimates that the state could produce an additional $25 million in 2008-09 and $50 million in 2009-10 by restricting the current rule.

Why does this matter to anyone but California real estate investors? Most states across the country have implemented state income taxes. It is expected that many of the remaining states' legislatures will follow California's lead to chip away at the benefits of Section 1031 and this action would give investors pause to think about leaving their states' boundaries before paying the tax man, ultimately causing a trickle effect throughout the nation. The niche cottage industry that serves Section 1031 investors, namely real estate brokers, attorneys and qualified intermediaries, strongly oppose restrictions being placed on one of their largest pools of clients. Section 1031 exchange proponents are already feverishly at work trying to keep CLAO's suggestion from becoming a rule change. Stay tuned, because this could get interesting, not just for California, but for real estate investors nationwide.