Wednesday, September 1, 2010

A Tax Tsunami

As commercial real estate struggles to break through the economic quagmire, it must contend with a flurry of changes on the horizon. Specifically, changing capital gains tax rates, estate taxes, and FASB standards could heavily alter the landscape. Of course, they also may not. There is much uncertainty in the future and all we can really do is theorize.

Capital Gains Taxes

If the Bush tax cuts are allowed to expire (which all signs are pointing to) then the capital gains tax rate will increase from 15% this year to 20% in 2011. There are few things this rate change could induce. Investors may be more likely to cash out this year or consider continuing their investment via 1031 tax exchange.

Estate Tax

In one of the oddest strokes of lawmaking to come from Washington, the estate tax expired in 2010 but is scheduled to make a deafening resurgence in 2011. In 2009 the max rate was 45% over $3.5 million; in 2011 it will be 55% over $1 million. This will certainly cause an increase in asset planning, especially with regard to trusts. Whole swaths of people who never needed to worry about the estate tax will be searching for financial planners in order lessen this tax hit.


This is a tricky one. Mostly because no one really knows what the final lease accounting changes in FASB 13 will be. But there will be changes. That has been enough to worry many industry insiders, who could see these changes having serious affects. More likely than not, the concept of operating leases will go away, and no more lease classification will exist. Investors could face a shortage of financing, and tenants may demand shorter leases. However, it is too early in the game to know for sure and debate is still heavy on whether there will be any impact at all.

How these changes will affect commercial real estate (and net leases) may in the end, be an art for scryers. What will their individual impacts be? How will they affect the industry in unison? Investors undoubtedly will continue to "swap until they drop" and receive a step-up in basis for capital gains purposes, and with proper estate planning will side-step the draconian estate tax. More likely than not more money and attention will be spent on tax planning in 2011 than ever before. Lease accounting, estate tax considerations, and capital gains tax rates rising will cause most developers and investors to put their tax attorney on speed dial in front of their lender contacts.

Friday, July 16, 2010

Should We Fuss About FASB?

Recently, there has been some gnashing of teeth about the possible impact on sale-leasebacks by a proposed change in the manner in which leases are accounted for under GAAP. FASB has put forward some changes which, if enacted, will effectively eliminate the distinction between operating and capital leases. For companies such as Walgreens and CVS, who heavily utilize sale-leasebacks, and typically structure the resulting leases as operating leases, this would means billions of dollars of lease liabilities would move from the footnotes to the balance sheet.

While it's true that this change will be a headache for the accounting departments of both lessors and lesses (not the least of which due to its retroactive nature) it's impact onoverall sale-leaseback activity should be zero.

Here's why:

Sale-Leaseback Economics Don't Change Because of How You Account for Them.

The underlying economics of a sale leaseback need to work independent of how the transaction is accounted for. If the cost of doing the sale lease back isn't exceeded by the return obtained on the proceeds of the transaction than it makes no sense. How we record the debits and credits of such a thing is largely irrelevant.

It’s also not like operating leases are a secret on Wall Street. Analysts and those who follow these companies closely have already baked the operating leases into the debt loads of the companies. It’s common practice to take as much as 2/3 of the operating leases listed in the footnotes into consideration when conducting ratio analysis and comparing companies.

That being said, moving the obligations from the footnotes to the balance sheet is essentially a smoke and mirrors exercise although one would have to admit it does enhance transparency. Particularly so for companies who use the practice as a matter of course. It’s amazing how often you hear that Walgreens has no debt. Apparently, those who think so don’t read the footnotes.

While rationally, this change should be a non-issue to the investors in and conductors of sale-leasebacks, no one ever said people were required to act rationally....

Thursday, June 24, 2010

Zero Hour for Net Leases

It is not a secret that many commercial real estate loans stand on shaky foundations. In-fact it has been recently estimated that a “sizable amount of the additional $700 billion in commercial real estate loans coming due during that time frame are loans that could not get refinanced at existing levels in the current lending environment”. This of course will lead to many foreclosures and create an investment opportunity for CRE buyers. However, for the unfortunate holder of the original asset there may be a potentially huge tax consequence. There may also be a glimmer of hope in the form of a Zero-transaction.

Simply speaking a zero transaction is the acquisition of a property using a highly leveraged loan (loan to value usually 88% plus) with all rental income dedicated towards debt service, thus producing “zero income” for the property owner. One of the vehicle’s applications is to defer tax liabilities incurred in a commercial foreclosure.

The Problem

Though it is not widely known, the foreclosure of a commercial property is often a taxable event. How the IRS computes the tax depends on whether the property was financed with a recourse or non-recourse loan. In the case of a recourse loan, tax liability is calculated by taking the difference between a property’s fair market value and its adjusted basis. The tax liability of a non-recourse loan (which the remainder of this piece will be dealing with) is calculated by taking the difference between a property’s outstanding mortgage balance and the property’s adjusted tax basis.

The “outstanding mortgage balance” is the key element which catches investors off guard.

For example:

Let’s say you bought a property for $5M (your cost basis) which subsequently has been depreciated to an adjusted tax basis of $3M. Let’s also say you refinanced this property during an upsurge in the market and pulled out $8M of equity. If this transaction was foreclosed upon (without any action to defer tax liabilities), you would face a taxable gain of $5M, i.e. the $8M in outstanding mortgage amount minus the $3M in adjusted tax basis.

Thus, investors who think returning the keys to the bank absolves them of all monetary concern involved in a commercial foreclosure are gravely mistaken. The IRS views any money previously pulled from a property via loan refinancing to be taxable gain, even though the property is foreclosed upon.

The Solution

With proper scheduling and use of the 1031 exchange, the situation above can be avoided through the purchase of a “zero income” property. The reason a zero income property can be so beneficial is due to its highly leveraged nature and its ability to defer a taxable gain through a 1031 transaction. A portion of the money an investor would have otherwise paid to the IRS can be used instead to acquire the zero income property through the 1031 exchange.

Here is how our previous example would be impacted by a zero transaction:

Assuming a tax rate of 25% (Federal capital gains rates, Federal recapture rates and state taxes), the $5M in gain would cost $1.25M in taxes. If instead, a zero transaction was pursued, the investor would need to replace the balance of the debt, $8M. By exchanging into a zero income property for approximately 10% of the $8M debt amount replaced ($800,000), there would be a $450,000 savings ($1.25M-$800,000) and the investor would own NNN property with a very high credit tenant.

In order for the transaction to flow smoothly, it will have to be properly organized and scheduled on an individual basis. It should be noted that a zero transaction is not possible without outside assistance of at least a Qualified Intermediary and qualified professional tax and accounting advice. If done properly, this strategy can be an invaluable tool for investors caught in a foreclosure situation.

Monday, June 14, 2010

Drug Store Wars

Recent developments concerning Walgreens and CVS point to changes in their stores and company interactions. These range from alterations in store layout and product offerings to new rules concerning prescriptions. Both of these tenants are huge players in the net lease market and these shifts could change the way investors view them.

CVS to Expand Grocery Aisles

CVS plans to expand grocery aisles in 3,000 of their stores during 2010. They will be doubled in size, giving the company more exposure to the trillion dollar U.S. food market. Many see this as continuation of “channel blurring”, a trend which has been embraced by many retailers. As reported by the Patriot Ledger “Just as supermarkets have expanded pharmacy and health and beauty sections in the past decade, drugstores are retaliating by putting food products in the forefront.” Cleary CVS is jumping in head first by modifying 43% of their 7,000 nationwide stores.

Walgreens to Sell Beer and Wine Again

Walgreens is breaking a nearly 15 year self-imposed ban on the sale of alcohol in their stores by reintroducing beer and wine. So far 3,100 (41.3%) of their stores have already been stocked, with plans to increase that number to 5,000 by years end. Previously the sale of alcohol and other spirits made up 10% of Walgreens total sales, indicating a likely increase in sales this year. Other drugstores such as CVS and Rite Aid have continually sold alcohol. It is available in 4,300 (61.4%) of CVS stores and 28 of the 31 states Rite Aid operates.

CVS to Exclude Walgreens from Retail Pharmacy Network

CVS Caremark has stated it will end their retail pharmacy partnership with Walgreens in roughly 30 days. This occurred in response to Walgreens announcement that it will no longer participate in new CVS managed prescription drug plans. Thus, the pharmacy networks of the two will become mutually exclusive forcing customers to one or the other. This certainly heightens the competition for customers between the two and could increase marketing to that effect.

Looking at the situation from an investor’s standpoint, the first two changes are certainly positive. CVS expanding their food section is in line with a nascent trend of frugality and “back to basics” purchase behavior. Walgreens on the other hand is opening itself up to the conclusively popular trade in alcohol which should only benefit their store revenues. The only trend which could be perceived as worrisome is the segregation of prescription customers. Forcing an exclusive choice could lead to higher costs to maintain and attract new customers. However, such fears maybe overblown. A little competition never hurt anyone.

Friday, May 21, 2010

Are Cap Rates Going Down?

A recent article by M.P. McQueen in the Wall Street Journal stated that cap rates for investment grade triple net lease properties were falling. Specifically it said “in recent months, cap rates have been falling because property prices nationally are rebounding. More investors are going after fewer high-quality properties, driving prices up.” In order to gain a wider perspective on this topic, we asked two industry experts, who have capital available and are active in the market, their opinions on cap rate trends today and by years end.

Here are their responses:

Jon Adamo, National Retail Properties.

I would agree that over the last few months we’ve seen a decrease in cap rates of higher quality net lease investments in the range of 25 to 50bps from pricing we experienced in 2009. There’s definitely a supply and demand issue at the root of the adjustment along with an improvement in the ability of buyers to get the better tenants/deals financed. The scarcity of new deals hitting the market will continue to keep cap rates low for the remainder of the year and may cause them to go even a little lower but not significantly.
The cost of financing is still very much a factor for many deals and although banks are doing very safe deals at very safe rates and terms they have certainly not opened their doors all the way.

If you look out past the next 6 months and into the next year I think caps will be moving up with rising interest rates. I also see more product reaching the market as developers begin to reemerge and M&A activity picks up thus producing some sale-leaseback opportunities for buyers that might look to dispose of some assets. For now it seems there’s a glut of capital for good Walgreens and McDonald’s-type NNN investments and not enough to go around putting stress on cap rates but higher rates and lower ltv’s of the new financing “norm” will cause the cap rates to rise eventually.

George Rerat, Senior Vice President of Acquisitions, AEI Fund Management, Inc.

We’ve seen cap rates for high quality NNN properties decrease from around 9.5% to 9.0% today. This drop is a reflection of the dwindling supply of high quality NNN properties on the market. Construction has been at a relative standstill and as such the pool of these assets has been shrinking, forcing cap rates down. By years end we could possibly see cap rates drop by another 50 basis points. Furthermore, it may take a while for construction to pick up again, prolonging the supply imbalance for the next 1-2 years.

So the question becomes whether or not the window is still open, as supply continues to constrict and the laws of economics take hold.

Wednesday, May 12, 2010

Springtime for Retail, Sale Leasebacks, and Urban Investments

As spring unfolds, key areas of the net lease market such as retail, sale leasebacks and urban investments seem set to grow. Numbers and analysis from the first quarter of 2010 point to better days and more opportunities ahead.


As of March 2010 consumer spending has increased over the past five months and retail sales have risen the past four. Retail sales in the first quarter 2010 are up 1.9% over the previous quarter and up 5% compared to the same period last year. Retail transaction volume totaled $3.1 billion for the 1Q 2010, which is a steady improvement from $2.2 billion in the same period last year. Furthermore, according to a major commercial real estate magazine “investors are showing strong interest in well-stabilized retail properties that generate consistent cash flows”. This description fits perfectly with net lease investments, which are defined by their stability.

Sale Leasebacks

It has been estimated that there is at least $1 billion in corporate owned essential real estate and according to RW Baird “strong corporate demand for sale-leaseback transactions”. If only a fraction of this $1 trillion were to enter the market, it would be a huge boon for net leases. Sale-leasebacks, which are almost always structured as net leases, offer corporations a chance to pull vital equity out of their real estate and enhance current operations. The real estate is sold and a long term lease is signed which leases back the property. Sale leasebacks have already provided the basis for many net lease transactions in the last two years and that trend looks to continue to pick up steam.

Urban Investments

There has been a lot of talk about the upward trend in urban investments. Walgreens purchased Duane Reade and their 258 New York metro area locations for $1 billion and those leases have been recently valued at $74 million. The German group, GLL Real Estate Partners also entered the urban market by purchasing 14,000 sq. ft. of New York retail condominiums from Hines. The urban market is one the most attractive today because it ensures a properties close proximity to large populations. As a result, net lease urban properties have increasingly been in demand.

Friday, April 23, 2010

Walgreens Goes Urban With Duane Reade

Walgreens recently closed the purchase of Duane Reade, a deal which included “all 258 Duane Reade stores in the New York City metropolitan area, as well as Duane Reade’s corporate office at 440 Ninth Ave. and two distribution centers”. The transaction was all-cash and involved the absorption of $457 million in debt. This bolsters Walgreens already impressive presence in the drugstore/pharmacy market, adding a prominent urban chain and presenting new opportunities for net lease investors.

Duane Reed, which had struggled under debt and in July 2009 was downgraded to CCC+ by S&P, will certainly become more appealing now that it’s helmed by A+ rated Walgreens. In addition Walgreens has “agreed to repay or redeem Duane Reade’s outstanding debt related to the local chain’s July 2003 credit agreement, its 9.75% senior subordinated notes due 2011, its 11.75% senior secured notes due 2015, and its senior convertible notes due 2022.” The looming question is whether Walgreens will back Duane Reade leases or if they will be allowed to stand alone. If Walgreens does agree to back the leases, a high investment grade product would be added to the net lease market, if not, the asset will at lease become more attractive under the Walgreens flag.

This transaction also represents a great expansion into one the largest urban areas in the country by Walgreens. Duane Reade is centered in the New York metropolitan area and this purchase shows Walgreen’s desire to enter the urban market with force. This situation deserves close monitoring by those who are considering a net lease asset or have interest in investing in the surging urban market.

Friday, April 16, 2010

US Apartment Uptick = Net Lease Impact

It has been recently reported that the US apartment market may have reached bottom and be poised for a rebound. Apartment vacancy rates have stopped rising and rents even showed a modest increase in the first quarter. As life is pumped back into this market, 1031 exchanges could subsequently rise. Apartment investors heavily utilized 1031 exchanges to move from active to passive assets (such as net leases) in the past. Will this trend repeat?

To gain insight, we have solicited the help of James Brennan Esq., LL.M., Managing Director and Corporate Counsel of Exchange Solutions Group, one of the foremost experts of 1031 exchanges.

1. With the possible return to health of the U.S. apartment market, do you expect to see increased 1031 tax exchange action?

The Baby Boom generation flocked to real estate as an investment class, particularly multifamily. With Baby Boom private investors aging and looking to make life decisions regarding retirement, relocation, and estate planning, and all of those activities are distinguishable from the active process of “adding value” to apartment complexes through sweat equity and property management. Many of those B and C investors are looking to get out of active management. After living through this cycle, they want out more now than ever.

2. What makes apartment owners keen to move from an active to passive asset?

Passive triple net leases are net insurance, net utilities, and net taxes to the tenant. Apartment owners that have built a net worth over $5 million are looking to create annuity-like income for their heirs who often are not in the real estate business. These family patriarchs and matriarchs are not looking to burden their heirs who often are busy professionals in metropolitan areas with decisions regarding leasing up property or fixing the roof. Triple net leases provide credit-rated tenants with predictable cashflow.

3. How popular are net leases for those exchanging out of apartments?

Net leases are not only used by multifamily baby-boomers but also multifamily “financial engineers”. While multifamily financing is often favorable from agencies like Fannie and Freddie many borrowers are in troubled financial shape with distressed assets. These assets often don’t pass muster to be financed or refinanced with agency debt. These investors can 1031 exchange either with low equity or after conducting a deed-in-lieu 1031 into a net lease. Once in the net lease asset, the equity can be unlocked fairly easily through either credit-tenant-lease paydown readvance or through a standard refinance. These strategies allow multifamily borrowers to get an asset banks trust more with a credit rating.

4. What is the psychographic profile of a typical investor who executes this strategy?

Apartment developers are often drivers or family stewards. These decision-makers have built wealth from the ground up often not in a traditional white-collar methodology. These hard-driving decision-makers have provided for their family, and also probably have setup life insurance trusts to allow for estate planning liquidity. Triple net leases go well with this concept of transitioning wealth to the next generation without many opportunities for losing value by the heirs. The family stewards have built wealth and are now simply trying to preserve it.

5. Are there any aspects of this strategy conducive to estate planning techniques?

In an effort to defer capital gains while family stewards are still living the patriarch or matriarch often engages in a like-kind exchange to transition between apartment assets and net lease assets. In a like-kind exchange you can trade into multiple replacement properties. Therefore, if you have three children and you sold your apartment complex for $15 million, you can buy three $5 million dollar net lease assets that produce income that can be divided up amongst the heirs. This avoids management by the one heir that may be more real estate savvy.

Equally as important, the credit-rated aspect of net leases allows trust officers and advisors to sleep at night knowing that they made defendable decisions on behalf of the trust. Therefore, if a real estate trust officer is transitioning from apartment assets, net lease income streams are fiduciary friendly.

Wednesday, April 7, 2010

Urban Growth

A new trend is emerging across our nation’s urban areas. Driven by a desire to spend less time in traffic, live in a smaller footprint and work/play within an urban atmosphere, aging boomers and Gen XYZers alike are leaving the edge and making their way back to the city. Developers and retailers are benefiting as properties located in these urban areas are taking advantage of the changing demographic landscape.

This trend is highlighted in a recent Retailing Today story, concerning J.C. Penny’s move into Manhattan. For most of its history, J.C. Penny shied away from Manhattan because of the number of competitors and their store space needs. However, recent times have seriously cut down the level of competition, while also providing new vacant space to occupy. The result was a two-level, 153,000 square foot store, which opened on July 31st. In its first month, the new store surpassed sales expectations by “double digits”. The location, which sits above a subway station and a commuter rail line terminal, relaying 250,000 people past the store’s gates each day.

From a NNN investment perspective, NNN urban properties, like a typical strip center, benefit from a strong anchor or even shadow-anchored presence. A unique aspect of urban properties is that the anchor can be a dense concentration of office space or even a Metro station because the flow of subways, buses, cars, taxis and pedestrians is the engine that drives the street scene. As a result, NNN urban properties are experiencing increased demand, as they have remained successful in spite of the recession.

This coincides with the changing tastes of many investors from high risk/reward properties to ones with more stability and alternative uses. In today’s market, suitable NNN investment property is hard to find. Quality NNN investment property is harder still. Perhaps the hardest of all, are the $1 million to $5 million size transactions where the average investor and 1031 Exchange buyers focus their attention. Urban investments fit this niche and NNN investors have demonstrated a willingness to acquire these assets, often at premium prices.

Rick Fernandez is the Managing Director of Calkain Urban Investment Advisors (CUIA), a division of Calkain Companies, specializing in premier investment properties in high density, urban districts throughout the United States. CUIA builds on Calkain’s record of success in brokering some of the most notable transactions within the urban net lease market and focuses strictly on assets located within metropolitan regions. Calkain’s newest and proven division understands the ever-growing NNN urban investment market and the requirements of investors and developers working within the space. Our advisors guide clients through the many aspects which affect their prospective properties.

Thursday, April 1, 2010

Net Lease Cap Rates vs. T Bills

Cap rates are an important economic indicator for the net lease market as they effectively reveal supply and demand of NNN investment property and the return investors expect for their NNN investments. Furthermore, when compared with Treasury Bills, NNN investment property and the Net leases behind them offer an interesting picture of the ebb and flow of credit and risk and a window into the behavior of lenders and investors alike.

If we think of Net Leases as a bond like asset backed by real estate and the credit strength of the tenant, we see that cap rates and T-bills move in opposite directions in response to the rise and fall of interest rates. The returns offered by T-Bills rise when interest rates fall. For NNN properties, a fall in interest rates has an opposite effect driving cap rates lower as the drop in the cost of debt makes a lower return tolerable to NNN investors. Said another way, T-bill rates typically rise during periods of business expansion and fall during recessions. The economic engine that drives up the return for T-bills typically drives down the return offered by Net lease investments. This effect is compounded as the competition amongst investors pursuing Net lease properties drives cap rates down even further.

So where are we today? It is still too early to tell but preliminary data for 2010 suggests that the steady rise in cap rates that began in 2008/2009 may be leveling off. Lack of quality product, low interest rates and a very modest thaw of the frozen debt market may be responsible. Warren Buffet and others have pointed out that it is a fool’s game to try and time the market but the day of bargains in Net lease investments may be coming to an end.

Friday, March 26, 2010

Is Walgreens Leading Us Down the Yellow Brick Road?

Walgreens has been considered the bellwether for net lease properties, its high credit ratings (A2 for Moody’s and A+ for S&P) ensuring stability relative to the market. For the past year its cap rates have been climbing and many forecasted they would continue to rise till years end, however, recent developments may indicate that are cap rates leveling off. If Walgreens can be considered a bellwether for the market, this could point to wider implications.

Starting in late 2008 fears began to mount about the inflationary effects of governmental spending. The 25 year flat lease, customary on most Walgreens net lease properties, became increasing unattractive as a long term hold asset. Furthermore, the glut of properties on the market, 200-250 in 2008-09 compared to around 100 in 2007, placed upward pressure on cap rates. As a result Walgreens witnessed cap rates go from an average of 6.3% in Q4 2008 to 7.9% in Q3 2009. Some predicted average cap rates would exceed 8% by the end of 2009. However, as the year ended and we entered 2010, it became clear the upward motion of cap rates had ceased.

There is now a sense of stabilization in regards to Walgreens cap rates. It has been reported they averaged out at 7.5% for 2009, a far cry from the 8% some predicted. This could be because fears over future inflation have subsided and/or supply has decreased. Certainly there is a perception that the economy has taken a few steps back from the precipice of disaster encountered in 2008. Such developments could downplay the risk of inflation in people’s minds. It is also known that the supply of Walgreens has dropped substantially; there are now much less than the 200 or so properties previously on the market. This could mean that the market has already achieved stabilization through our current cap rate increases and now stands at a rough equilibrium.

Though it seems Walgreens has reached some cap rate stability, it is still unclear whether or not this applies to the rest of the market. There are still reports of large bid-ask spreads between buyers and sellers, so the net lease market has certainly not leveled out just yet. However, judging from Walgreens history as an indicator, it may not be far behind.

Friday, March 19, 2010

Want to 1031 into a Property You Already Own?

There are times when an investor may want to sell one of his properties and invest its proceeds in another he owns. In the past the IRS forbade 1031 exchanges in such cases, however, today there are means around it. It is known as an “advanced built to suit” transaction and though it has never been explicitly supported by the IRS, it has been upheld by private letter rulings.

The difference between the advanced build to suit transaction and a typical tax deferred exchange (or one with a build to suit component) is the type of property designated as replacement property. In a build to suit tax exchange, the replacement property is owned by a third party, with Exchange Accommodation Titleholder (EAT) obtaining the replacement property’s title, which it holds while the property undergoes its improvements. In the advanced build to suit transaction, the taxpayer is attempting to transfer funds into property already owned by him. However, Rev. Proc. 2004-51 places restrictions on using replacement property owned by the taxpayer within 6 months of the exchange. Thus, the taxpayer is unable to accept either “assignment of the LLC or direct deeding of the Replacement Property after the improvements have been made directly.”

In order to complete this arrangement, the taxpayer must enter into a 1031 like-kind exchange agreement with a QI, after which he enters into QEAA and Construction Management Agreement with the EAT. He would then send cash or agree to a loan with the EAT, allowing the EAT to purchase replacement property and carryout the improvements. The EAT then acquires title to the replacement property and sets it up in a LLC. The EAT also has authority to appoint a Taxpayer General Contractor under the Construction Management Agreement, who acts as Fund Control, making disbursements as construction commences. After 180 days, the QI will direct the EAT to transfer the replacement property directly to the taxpayer, this is accomplished by handing over control of the LLC to the taxpayer.

If completed correctly, with the right guidance and supervision, this transaction allows investors to greatly improve their own properties and consolidate their holdings. This flexibility can be extremely beneficial during recessions or other economic downtimes, when ancillary properties become less valuable and the need to improve core ones increases. Thus, the advanced built to suit exchange gives investors another tool to use in the marketplace.

Wednesday, March 17, 2010

What We Can Take From Warren Buffet

Recently, Warren Buffet sent a letter to his stock holders in which he outlined six key points to his success. They are rather simple and based upon sound common sense; the trick is not in knowing them, but in applying them. As they are quite general in nature, they can also be applied to the net lease market, which after all, is just another form of investment.

Stay Liquid. Warren Buffet wrote:

"We will always arrange our affairs so that any requirements for cash we may conceivably have will be dwarfed by our own liquidity. Moreover, that liquidity will be constantly refreshed by a gusher of earnings from our many and diverse businesses."

There are two simple lessons to be gleaned from this advice, 1.) Have cash, and, 2.) Ensure investments produce cash. While seemingly easy to follow, it is clear from the recent real estate and financial crisis that these principles are quickly lost. Overleveraging and risky investments can too easily entice people from the shores of sanity. When investing in net leases, ensure you are not overleveraged and that your investment is a sound, income producing property.

Buy When Everyone Else Is Selling.

"We've put a lot of money to work during the chaos of the last two years. It's been an ideal period for investors: A climate of fear is their best friend. . . . Big opportunities come infrequently. When it's raining gold, reach for a bucket, not a thimble."

This is pretty easy to understand but hard to follow. First of all its takes a considerable amount of bravery and foresight to run in the opposite direction as everyone else, secondly, it takes well planned fundamentals to ensure one has the cash to take advantage of the situation. However, for investors who do have the resources, allowing fear to inhibit investment opportunities defeats the entire purpose of investing.

Today’s commercial real estate market is obviously at a low point but those who insist on “waiting for the bottom” are in reality waiting for someone else to start investing first. In order to capitalize one must first mobilize and do so before the mob.

Don't Buy When Everyone Else Is Buying.

"Those who invest only when commentators are upbeat end up paying a heavy price for meaningless reassurance,"

Nothing is free. That includes “reassurance”, with which one buys off the cognitive dissonance of a decision. The most utilized source of this are the opinions of other people; we all care deeply about “what others think”. The price for this can be easily assessed in terms of cash, as demand increases price. Thus, the more people it takes to lend support to your investment, the more money you will pay for it.

Value, Value, Value.

"In the end, what counts in investing is what you pay for a business -- through the purchase of a small piece of it in the stock market-- and what that business earns in the succeeding decade or two."

When investing in commercial real estate it is very important to obtain an asset which produces value. There are many ways of assessing this, but stability overtime is usually the most reliable. A few years ago, many would have rather owned an artificial island off the coast of Dubai instead of a less luxurious grocery store in a high traffic area; it is easy now to see which one time has judged the better.

Understand What You Own.

"Investors who buy and sell based upon media or analyst commentary are not for us,"

It is important to study the fundamentals of what you wish to acquire, with net leases this is especially important. Location, credit tenant rating, past returns, and lease agreements can all impact an investment tremendously. Before making an investment it is vital to understand its attributes.

Defense Beats Offense.

"Though we have lagged the S&P in some years that were positive for the market, we have consistently done better than the S&P in the 11 years during which it delivered negative results. In other words, our defense has been better than our offense, and that's likely to continue."

Aggressiveness can be a value but it must be paired with a secure end. There is no gain in being aggressive in a market which bottoms out. As Napoleon said “Take time to deliberate, but when the time for action has arrived, stop thinking and go in.” It is important to create a strategy which will provide in both high and low tides. Take the necessary time to pick the proper asset and then proceed forth with vigor.

Wednesday, March 10, 2010

How Will Retail Fare in 2010?

As 2010 gets underway it is inevitable the same questions which many had in ’08 and ’09 will be asked again. Concerns about the health of our economy, specifically retail, have not been resolved. Outright recovery is not forecasted and many are now predicting an extended economic quagmire. Since it appears likely the climate will be similar to last years, the companies that do well in 2010 will likely be the same that succeeded in the previous two years.

As reported by Shopping Center Business, the top three expanding U.S. Retailers in 2009 were: McDonald’s with 1000 stores, Walgreens with 554 and Dollar General with 500. These three companies perfectly illustrate that “value” is the biggest seller in today’s market. This trend has continued into 2010. In February Walgreens agreed to buy Duane Reade (257 drug stores) and the operator of T.J. Maxx and Marshalls announcedplans to nearly double its overall store count from just above 2,700 units to 4,200 locations”, with 130 new stores planned for this year.Dollar General not only plans to open 600 new stores this year, but will feature investor friendly lease terms as it moves away from its traditional modified double-net lease to a more favorable triple net lease. This will definitely be a crowd pleaser for net lease investors, who seek no landlord responsibilities and wish only to receive a monthly check.

While the 0.3% and 0.5% increases in retail sales respectively for December and January encourage the possibility that sales will significantly increase this year, it seems likely they will generally remain flat. With an average unemployment rate of 9.8% forecasted for 2010, many families will continue to place a preference on savings and value. This plays to the advantage of companies such as McDonald’s, Dollar General and Walgreens, ensuring their expansions will continue. Furthermore, a recovery may not necessitate a return to 2005 spending practices. Many consumers were badly burned through the over-leveraging which allowed for the high level of purchases seen in the “boom years”; this could encourage a long term preference for value.

In the past two years the most successful net lease tenants have been value tenants such as McDonalds, Dollar General and Walgreens. Their focus on affordable products has not only ensured survival, but allowed for great amounts of store expansion. With no indicator to say otherwise, it is likely this trend will hold for the duration of 2010.

Thursday, March 4, 2010

Alert: HB 417 Facilitators Act Established in Virginia

In response to the recent wave of 1031 exchange fraud, highlighted by the Landamerica case, Virginia has enacted a law which it hopes will better protect the integrity of 1031 transactions. Key to the new bill is the establishment of the three requirements, all of which are already standard practices at ES Group:

  • “Exchange facilitators are required to notify exchange clients of change in control of the exchange facilitator”
  • “Maintain exchange funds in separately identified accounts or in a qualified escrow or qualified trust”
  • “Maintain errors and omissions insurance or deposit cash or letters of credit; and to account for moneys and property”

Language is also inserted prohibiting exchange facilitators from participating in various forms of fraud as well as the establishment of a max civil penalty of $2,500 for any infraction.

Click here for the full bill.

Tuesday, February 23, 2010

Sweetgreen Springs for Success with New Location in Logan Circle (Washington DC)

Calkain attended the opening of the Logan Circle location of Sweetgreen this past weekend. Located on the ground floor of the luxury Metropole residential condominium, across the street from the 15th and P Street Whole Foods, it is in prime position to succeed in this market. Sweetgreen is headquarted in Washington DC and opened its first store in August 2007. Currently it has four retail locations but its immediate success has encouraged plans for further store expansion.

The idea behind Sweetgreen is simple: a sustainable salad and yogurt bar with a chic atmosphere and unique dining experience. In the Washington DC area, this approach has established Sweetgreen as a leader in fast-casual dining by combining the convenience of fast food with healthy, high-quality menu options. Due to its favorable position, the owners think the new Logan location will be their best store yet. Calkain is enthusiastic to be representing the partnership that owns the Sweetgreen Logan real estate.

The last twelve months have seen a surge in popularity of retail condominiums located in dense urban markets. Properties located in these areas, especially in the Washington DC urban core, are experiencing increased demand as they have prospered even in the face of the recession. As highlighted by RE Business, many individual investors are drawn to urban retail because the size and price points often allows them entry to prime urban markets previously beyond their reach.

They are also a popular choice among many 1031 investors who are seeking suitable replacement property. The retail condo units are typically NNN meaning the tenant is responsible for all expenses associated with the property. The properties are actually easier for both the landlord and tenant to manage because the services required to maintain the property are already contracted by the condominium at large. The tenant simply pays the retail unit’s portion of the condo, management and maintenance fees.

Another potential benefit to investors lies in the assessed value of the property and the weight given to improvements and land. Since the improvements are a greater part of the overall value in a condominium it is possible to depreciate a significant portion of those improvements on a 15 year schedule through a detailed cost segregation study. That means a stronger return and more cash in your pocket at the end of the year.

Please contact Calkain for more details.

Friday, February 19, 2010

Franchisee or Franchisor?

Currently there are around 1 million franchise outlets in the United States and over 40,000 international ones operated by U.S. based franchisors. Ownership and operation of these outlets can differ greatly depending upon their parent corporation. For instance Burger King franchises around 90% of their restaurants, McDonalds 80%, Wendy’s 79%, and Arby’s 69%. Conversely, large investor groups, such as Bain Capital, can also decide whether to license out the business model and make money off royalties or operate the franchises themselves, earning revenue directly. This decision is highly dependent upon the market in question and impacts future management of the property.

Typically, franchisors have three main sources of income, (1) retail sales at Company-operated restaurants; (2) franchise revenues, consisting of royalties; and (3) property income from restaurants that the parent company leases or subleases to franchisees. If a company were to engage in the first, it would necessarily negate the latter two and vice versa. In order for the first option to make sense, the specific franchise would need to operate with larger margins. For example, Bain Capital, which owns a 93% controlling economic interest in Dominos Pizza, chooses to sell the franchise rights of most of their stores (including U.S. based ones) but operates outlets based in Japan. This is because pizza delivery is considered a luxury item there, with people willing to pay up to $43.00 dollars for a single delivered pizza. Thus in Japan, it is more economical to operate rather than sell the franchise rights. Conversely, in the U.S., where pizza delivery is assuredly not a luxury item, it makes more sense to sell the franchises as margins are lower.

Should a parent company choose to own and operate a store, it can receive benefits related to its applicable real estate. A location operated by a parent company with investment grade credit, will instantly increase in value. This is because the locations returns are no longer guaranteed by an individual franchisee who has no credit rating but by a company which does. Furthermore, that company can still pull money out of the property through a sale-leaseback. This allows the company to take advantage of the properties increase in value and pull capital out for other uses. These factors are highly evident in net lease properties, where credit ratings are of high importance and sale leasebacks have always been very popular. A property which is corporate owned and guaranteed will typically fetch a much higher price than an individual franchisee due to the flight to quality in the current market.

The decision between owning/operating and franchising a property greatly impacts how it is valued. It also impacts the level of commitment and funds a franchisor dedicates to it. The applicable margins of the specific locale and the opportunity for greater profitability will then be the decisive factor.

Wednesday, February 3, 2010

An Urban Trend or Legend?

A new trend could be emerging across our nation’s urban areas. With commercial real estate prices down and many locations vacant, the opportunity has arrived for well positioned investors to grab prime space in urban markets. Though many postulate commercial real estate has not yet bottomed out (Moody’s recently forecast another year of declining prices), there may simply be offers that can’t be refused in today’s cities.

This possible trend is highlighted in a recent story by Retailing Today, concerning J.C. Penny’s move into Manhattan. For most of its history, J.C. Penny purposely avoided Manhattan because of the number of competitors and their store space needs. However, recent times have seriously cut down the level of competition, while also providing new vacant space to occupy. The result was a two-level, 153,000 square foot store, which opened on July 31st. In its first month, the new store surpassed sales expectations by “double digits”. The location, which sits above a subway station and commuter rail line terminus, relays 250,000 people past the stores gates each day.

Another development has been the rising popularity of retail condominiums. As highlighted by RE Business Online, many individual investors favor this real estate type because it often allows them to own space in prime locations they couldn’t previously afford. They are also a popular choice among many 1031 investors who are seeking suitable replacement property. Furthermore, the economic downturn has caused a glut of vacant properties to fill the market; meaning retailers who are looking to buy or lease great negotiating leverage have a wider array of property to choose from. Retail condominiums are not only located in prime space but can often be bought by investors seeking to acquire real estate for their own use. These advantages make retail condominiums very popular today.

Net Lease properties are experiencing similar effects concerning urban locations. Properties located in these areas are experiencing increased demand as they have remained successful despite the recession. This coincides with the changing tastes of many investors from high risk/reward properties to ones with more stability. Taking into account the slump in property values, not only investors but retailers alike are jumping for the chance to own real estate in high density urban areas they previously would not have thought possible.

Friday, January 29, 2010

D.C. Has Global Appeal

According to a new study from the Association of Foreign Investors in Real Estate, Washington D.C. is the top U.S. city for investment. A major reason cited is the “government activism we have now”, which is spurring job growth and attracting residents. The survey also revealed other positive indicators, such as two-thirds of respondents planning on boosting their investment in U.S. real estate this year as compared to last and half expecting U.S. commercial real estate to recover by or before the fourth quarter 2010.

For the D.C. net lease sector, this survey can be seen as a portent of good things ahead. Should the some of predictions of the survey pan out and both investment in the D.C. area rise and commercial real estate see a recovery by the end of the year, it would certainly be a better turnout than many would have predicted. While it has been widely reported that D.C. is doing better than nearly all other U.S. metropolitan areas, it is refreshing to see this fact backed up by those with foreign perspectives.

Net lease properties have already been on many peoples watch lists due to their bond like structure and relative security & stability. When the economy picks up and money starts to flow again, there is a reasonable school of thought saying it will first flow into secure investments rather than the riskier types seen in years past. Net leases fit this bill perfectly.

What the Association of Foreign Investors in Real Estate Survey is essentially saying is that commercial real estate recovery has a reasonable chance to be around the corner and one of the main centers of growth will be Washington D.C. Though this is by no means certain (note the survey itself is split 50-50 on recovery in 2010), if it does prove to be true, it will be quite the year for our nations capitol. However, whether widespread commercial real estate recovery does or does not arrive in 2010, net leases in the D.C. area should see a positive year regardless of the encircling climate, due to their inherent demand and the city’s growth.

Friday, January 22, 2010

Calkain Featured in Shopping Center Business

Jonathan Hipp, President and CEO of Calkain Companies, was recently interviewed by Shopping Center Business for their January issue. Among the topics discussed were the 1031 exchange and single tenet net lease markets. You can read the document in more detail here, but a summary of these topics is listed below.

1031 exchanges have suffered from the drop in market activity and though there may be signs that this trend is abetting, volume has not shown sustained positive increases. Furthermore, the bulk of properties traded are between $1-20 million, with larger deals somewhat scarce. New regulations are also being considered to strengthen 1031 standards, as the collapse of LandAmerica convinced many that more rules are needed in the market.

The demand for single tenant net lease properties remains high compared to most areas of real estate, though sales volume has certainly fallen from its previous highs. Today the market is somewhat segmented by geography, with Washington DC, seeing more net lease transactions than most other areas. Like 1031’s, most deals concern properties under $20 million, with many in the $5 million range. There is still disconnect between buyers and sellers, many are not willing to alter their expectations. Financing is also a large issue and is in-part behind the reduction of large scale deals because it is very hard to obtain large amounts of financing.

Overall, the market continues to experience corrective pains as it adjusts itself to new realities. However, there is a feeling that the worst is over, though recovery may not be right around the corner. In the end people are still buying and selling properties, they are just much more selective about when and where they do it.

Wednesday, January 13, 2010

Retailers Better Prepared for 2010

With 2009 safely behind us, many retailers are showing greater strength and preparedness for 2010. Last years lessons have been learned well, lower overhead, better planning and a focus on value are the keys to success in this environment. Thus, whether 2010 marks the beginning of retails resurgence or simply an improvement in strategy, it looks to be a better year than 2009.

As highlighted by ICSC, discount retailers such as Target, Costco, Kohl’s and Wal-Mart all have plans to expand with new locations. The quick service restaurant industry is also set to expand with companies such as Burger King, Sonic and Panera Bread planning new store openings. Clearly the environment is conducive to the growth of value based stores. It is also forcing higher-end stores to rethink their positions; Neman Marcus and Nordstrom are now considering adding value focused offerings.

Retailers who are planning expansion are also looking at redevelopment rather than construction. With retail space experiencing heightened vacancies and lower rents, it is more economical to take advantage of existing space rather than starting new construction projects. There are exceptions to this trend, such as certain quick service restaurants like Buffalo Wild Wings, who continue to expand through construction rather than redevelopment.

Though retailers have cut their teeth on the hard times of 2009 and surely step into 2010 better prepared, in the end their fate is inexorably tied to that of the consumer. Unemployment continues to hover at 10% and many do not see significant change in the future. 2010 will most likely witness a greater quantity of deals than 2009 but will not see a return to the levels of earlier years. However, in today’s brave new world, a positive trend should be taken positively.