Second Mortgages: Why They Are Less Prevalent In Commercial Real Estate Than In Residential Real Estate

Early in my whole loan trading career, an investor once offered to fund a partnership that would purchase second position liens, also known as second mortgages, secured by commercial real estate. The investor promised to pledge a substantial amount of capital, if I was able to assemble a portfolio of target assets. Understanding the risk/reward profile of such an investment and desiring to deliver for what seemed to be a potential source of new business, I quickly began to work on finding commercial seconds to underwrite and select. After a few days on the phone with a number of commercial lenders, real estate debt funds and large financial institutions, I began to realize that commercial real estate second mortgages were not easy to find. Finally, after a few weeks of searching, I informed the investor that I was unable to find any asset worth purchasing that met his mandate.

Nearly ten years later, I now understand why the second mortgage, an established method of financing in the world of residential finance, is so infrequently used in commercial real estate. To state it plainly, the property-income focus of commercial real estate, makes commercial seconds more of a liability than an asset. It is this income focus that leads most commercial lenders to emphasize property performance over the qualifications of the borrower. As a result, most commercial financing is offered with no recourse to the buyer upon default, giving the lender as much control over a distressed asset as possible and incentivizing the owner of a distressed property to “walk away” when there are no more options. In order to maintain as much control over the property as possible, most commercial real estate lenders will insist that they be on the only creditor of the property and that the property be structured in such a way that it is remote from the bankruptcy of the borrower. These goals are typically accomplished by establishing a holding entity for the property to be financed, placing the borrower in the equity position of the entity and making the lender a creditor of the entity, secured by its largest asset.

Who Should Value the Property: BPO's Versus Appraisals

Appraisers and brokers are frequently considered integral components of a real estate transaction. Their roles are clearly defined in residential real estate, however, in commercial real estate, both professions frequently cross into a number disciplines. It isn’t uncommon for a commercial real estate broker to manage a property, arrange financing, market mortgage notes and even raise funds. Commercial appraisers are often asked to inspect buildings, estimate repair costs, estimate the value of construction materials and determine replacement costs. Brokers not only procure parties and assist in the negotiations of transactions, they are also frequently called on to value properties from a number of perspectives.

In light of the various demands on both the real estate broker and appraiser, there may be some questions as to the differences in the valuation reports that each professional issues. It has been my experience that a broker price opinion (BPO) and a property appraisal each serve different, but useful purposes. A broker price opinion typically reflects the value for which a property will generate either a successful lease or sale. The opinion can also suggest a value at which the property will generate substantial interest on the market. An appraisal, however, is typically useful as a justification of a given price, as may arise under a purchase contract, after an assessment or upon any other instance of valuation. Better stated, a broker price opinion can be seen as a forward looking valuation and the appraisal can be seen as a justification or backward looking valuation.

Return on Equity

Let’s keep this post short and sweet, by discussing Return on Equity (ROE). ROE is a measure of the rate at which a property’s after tax cash flow has performed in relation to either the equity in a property or initial investment. As a result, ROE has two definitions that yield different values:

1)   ROE = Cash Flow After Taxes/Initial Investment

2)   ROE = Cash Flow After Taxes/(Market Value – Mortgage Balance)

The first definition tends to be more useful to understand the first year of property ownership, where there is a negligible amount of mortgage reduction and market value has not changed much. The second definition is more useful to track the growth of ROE over time.

It is interesting to note, however, that as both cash flow and mortgage principal reduction increases over time, ROE decreases. There is a school of thought that advocates monetizing equity for reinvestment as ROE decreases. I tend to disagree, since I view debt reduction and equity build-up as benefits that must be considered. Additionally, ROE should not influence the decisions that one makes about other benefits of owning investment property--depreciation, tax shelter, appreciation, and improved utility.

What do you think?

IRR: Its Meaning, Its Uses, Its Benefits, Its Limitations and Capital Accumulation

It is time for this blog to take another step toward legitimacy in the ever growing world of real estate blogs. I am now going to address the frequently used and highly touted real estate metric of Internal Rate of Return. I remember being mesmerized by IRR when I was first learning about commercial real estate metrics. It was introduced to me as the magic number that could explain the true return of a property. I have since learned to respect it as one of the many tools that can be used to understand the return value of an investment property or ABS, while understanding its limitations.

In the interest of brevity, I am going to explain IRR as it pertains to investment property. I will not get into its uses in RMBS and CMBS bonds, as I will save that for a later post. I also will not go into detail on the iterative, successive-approximations technique by which the IRR value is derived. I am on the fence as to whether or not such a discussion would be helpful to this blog. Now that I have told you what I will not do, please allow me to begin my discussion of IRR.

Net Present Value, Discouted Cash Flow, and Profitability Index: Their Uses, Benefits and Drawbacks

It’s good to finally post again. I have recently finished reading What Every Real Estate Investor Needs to Know About Cash Flow…and 36 Other Key Financial Measures, by Frank Gallinelli. Gallinelli’s book is a well-known, highly respected “must read” for those who are looking to understand the basics of commercial real estate property valuation. Having read a number of books on real estate, I have come to two realizations—1) Books on investment property metrics and valuations, by and large, are very similar, 2) I secretly enjoy reading books about real estate. At first, I thought I was reading for informational purposes, but having read about NOI for at least the 20^th time, I have finally admitted to myself that I enjoy doing so. Now let’s get to the meat and potatoes.

Discounted Cash Flow (DCF), Net Present Value (NPV) and Profitability Index are all measures of the value of investment property cash flow. The DCF is derived from the sum of a property’s cash flows, present or projected, discounted to the present. Discounting the value of a cash flow is necessary, due to the time value of money, which accounts for the fact that money today is more valuable than money in the future. An in depth discussion of the time value of money is beyond the scope of this post, but I am more than happy to write a post on it, if I receive a few request for one in the comments below.

It's Good To Be Back

Hello Blog Audience,

It's been a while, but I believe it is time to renew this blog and begin posting again. Having finished law school and gained a greater appreciation for the legal aspects of real estate and real estate securities, I have much to write about the wonderful world of real estate and real estate finance. I continue to augment my quantitative knowledge of both real estate and securities, but have found it necessary to also be intimately familiar with the law that makes all of this analysis possible.

I recently looked back at my previous posts and saw how the discipline of blogging about a topic forced me to confront the limits of my knowledge and seek answers. In that sense, this blog was, and continues to be, as much about my quest to better understand real estate finance as it is an expression of my knowledge of the asset class. Having stated that personal realization, I look forward to the more robust nature of the content of this blog. Post will be more frequent and necessarily more succinct in nature. I cannot promise daily posts, but I can promise to "get back on the bicycle yet again." Now for the legal disclaimers.

This blog is for the purposes of information only. I make no representations as to the correctness of the information posted on this blog and any posted information must be verified independently. Nothing on this blog is intended to give legal advice, suggest legal advice or be construed as engaging in the practice of law in any way. All discussions of legal matters should be verified by competent council, licensed to practice in the jurisdiction in question. Any of the opinions posted by anyone on this blog are those of the poster alone and are not necessarily shared by me. Such opinions include, but are not limited to, those from readers, fellow bloggers, guest bloggers and/or any miscellaneous commentary posted, with or without my knowledge.

That was a mouthful. Happy reading and feel free to leave a comment.

Lender’s Fees: How Should One Account For Them?

Lender’s fees are a fact of life in real estate acquisitions. I was recently reading a chapter in a real estate handbook that outlined the justifications of a number fees commonly associated with mortgage origination and it offered a number of options for reducing their amounts. The relative negotiability of each lender fee, however, depends greatly on the lender, the credit worthiness of the borrower, the size of the asset, the size of the down-payment and market conditions. Generally, the stronger the buyer, the larger the asset and the larger the down-payment, the more negotiable lender’s fees are. Below is a discussion of some of the most common lender fees and how to account for them.