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Real Estate Investment Trusts (REITs). What is it?. Securitized real estate investment Ownership form created by IRS code. Requirements. Assets 75% of assets must be real estate, cash, and govt. securities other REIT shares are considered real estate assets

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what is it
What is it?
  • Securitized real estate investment
  • Ownership form created by IRS code
requirements
Requirements
  • Assets
    • 75% of assets must be real estate, cash, and govt. securities
      • other REIT shares are considered real estate assets
    • not more than 5% of assets can be from 1 issuer if not covered under above test
    • may not have more than 10% of voting securities of 1 issuer if not covered under 1st test
requirements4
Requirements
  • Income
    • 95% of gross income must be from dividends, interest, rents, or gains from sale of certain assets (real estate, cash, or govt securities).
    • 75% of gross income must be derived from rents, interest on mortgages, gains from sale of certain assets, or income from other REITs
requirements5
Requirements
  • Income
    • No more than 30% of gross income can be derived from
      • sale or disposition of securities held less than 6 months
      • sale or disposition of real estate held for less than 4 years, except those involving foreclosures.
      • properties held for sale in the normal course of business (anti-dealer provision)
requirements6
Requirements
  • REIT Modernization Act of 1999 (effective 2001)
    • REITs allowed to own 100% of a Taxable REIT Subsidiary (TRS). TRS can provide services to REIT tenants and others (previously, this was not allowed). Debt and rental payments from TRS to REIT are limited to ensure that the TRS actually pays income taxes.
requirements7
Requirements
  • Distribution
    • must distribute 90% of all taxable income to investors
      • mandates fairly low retained earnings policy
      • has important implications for firm size
requirements8
Requirements
  • Management
    • REIT managers must be passive
      • REIT trustees, directors or employees may not actively engage in managing or operating REIT properties (includes providing service and collecting rents from tenants).
      • Managers may set policy: rental terms, choose tenants, sign leases, make decisions about properties.
requirements9
Requirements
  • Anti-concentration rule
    • 5 or fewer entities may not own 50% or more of the outstanding shares
    • Exceptions:
      • ‘look-through’ provision for US pension funds
      • UPREIT structure (umbrella partnership)
tax treatment
Tax Treatment
  • Accelerated depreciation is allowed for determining taxable income
  • 40 year asset life required for calculating income available for distribution to investors
reit types
REIT Types
  • Equity
  • Mortgage
  • Hybrid
equity reits
Equity REITs
  • Blank Check
    • does not disclose investments to shareholders prior to acquisition.
  • Specified Trusts
    • purchase a specific property (Rockerfeller Center Properties)
  • Mixed Trusts
    • invests in both blank check and specific properties
equity reits13
Equity REITs
  • Leveraged v. Unleveraged
  • Finite-life v. Nonfinite-life
    • finite-life is self-liquidating
equity reits14
Equity REITs
  • Closed-End v. Open-End
    • closed-end protect shareholders from future dilution
  • Exchange Trusts
    • tax-free exchange of property for shares in the REIT
equity reits15
Equity REITs
  • Developmental-Joint Venture
    • funds construction costs
    • lower cost of capital for developer
mortgage reits
Mortgage REITs
  • Invests in mortgages
    • earn the spread between costs of funds and mortgage loan rates
upreit
UPREIT
  • REIT formed by consolidating limited-partnerships
  • partnerships allocated REIT shares based on appraised value of partnership property
reit benefits
REIT Benefits
  • invest in a diversified RE portfolio managed by professionals
  • higher liquidity
reit disadvantages
REIT Disadvantages
  • possible conflicts of interests between sponsor and REIT shareholders
structural changes influencing the reit market
Structural Changes Influencing the REIT Market
  • 1986 Tax Reform Act
    • Reduced incentives to hold real estate in private/partnership form (leveled playing field)
    • Still, no move to public market financing until late 1992
      • TRA was necessary, but not sufficient condition for the rise of equity REITs
structural changes
Structural Changes
  • End of High LTV Nonrecourse Financing
    • By early 1990s, commercial banks and insurance companies had reduced exposure to real estate
      • Regulatory pressure on banks
      • Regulatory pressure and changing business conditions on insurance companies
structural changes24
Structural Changes
  • With high LTV nonrecourse loans, real estate owners had no need to raise equity
      • made them abnormal compared to other capital intensive businesses in the US
structural changes25
Structural Changes
  • Debt Rollover Timing
    • Industry refinanced with 5-7 year miniperms following bond market rally of 1986
structural changes26
Structural Changes
  • End of high LTV financing and debt rollovers created a capital squeeze in 1992 that forced many real estate owners to consider raising equity in the public markets for the first time
  • UPREITs created
    • allowed original owners to maintain effective control of assets
size of equity reit market
Size of Equity REIT Market
  • In the third quarter of 1995, 119 firms included in the Wilshire Real Estate Securities Index
    • $42 billion in equity market capitalization
    • With roughly 40% average leverage level, the value of real estate owned by equity REITs is about $100 billion
      • compares to the $120-$150 billion owned by tax-exempt institutions acting as fiduciaries for beneficiaries
reit liquidity
REIT Liquidity
  • Research finds that equity REITs have the same liquidity as firms in other industries, holding constant firm size and exchange listing
    • liquidity measured as the bid-ask spread
reit liquidity29
REIT Liquidity
  • Bid-Ask does not decrease during down real estate markets relative to that for all stocks
    • very different from liquidity conditions in private markets
    • must remember that bid-ask is for a marginal change in ownership, transactions in the private market typically involve whole properties or portfolios of properties (control issues arise)
reit growth
REIT Growth
  • REITs have limited ability to grow through retained earnings (little free cash flow)
  • Most expand through additional stock offerings (follow-on offerings)
eps v ffo
EPS v. FFO
  • earnings per share (EPS) is a fictional accounting number
    • REIT must distribute at least 95% of EPS
  • funds from operations (FFO) is REIT cash flow (no depreciation)
funds from operations ffo
Funds From Operations (FFO)
  • FFO means net income (computed in accordance with GAAP), excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization of assets uniquely significant to the real estate industry, and after adjustments for unconsolidated entities in which the REIT holds an interest. Adjustments for these entities are to be calculated to reflect FFO on the same basis. Moreover, NAREIT believes that items classified by GAAP as extraordinary or unusual are not meant to either increase or decrease reported FFO.
how to calculate ffo
How to Calculate FFO

Revenues minus:

  • Operating expenses
  • Depreciation & amortization
  • Interest expense
  • General & Administrative expense

= NET INCOME (GAAP)

reported ffo
Reported FFO?

Net Income minus:

  • Profit from real estate sales

plus:

  • Real Estate Depreciation

= FFO

analyst ffo
Analyst FFO?

FFO minus:

  • Recurring capital expenditures
  • Amortization of tenant improvements
  • Amortization of leasing commissions
  • Adjustment for rent straight-lining

= Adjusted FFO (AFFO)

key parts of ffo
Key Parts of FFO
  • Depreciation and Amortization
    • Old definition allowed add-back of D&A for non-real estate items
      • allowed firms to increase FFO in prospectuses via debt buydowns and deferred financing
key parts nonrecurring items
Key Parts (Nonrecurring Items)
  • Focus FFO as a measure of recurring operations
    • restrict ability to affect FFO due to special events
key parts nonrecurring items39
Key Parts (Nonrecurring Items)
  • Focus attention on recurring maintenance and capital expenditures that are necessary to maintain the relative economic position of the property
    • reflect true economic depreciation
    • probably should be subtracted, not added back to determine FFO
      • issue of whether capital expenditure is revenue-enhancing
impact on ffo
Impact on FFO
  • Tenant Improvements (TI)
    • landlord allowance to cover costs of reconfiguring space for tenant
    • TI are capitalized and depreciated - cash flow from TI not included in FFO
    • Implication:
      • Mgt can use TI’s to raise occupancy and rent revenue
impact on ffo41
Impact on FFO
  • Leasing Commissions
    • usually paid in cash when lease is signed
    • cost is capitalized over life of lease, may not show up in FFO
    • 2 issues:
      • leasing costs are an operating cost
      • commissions are occasionally paid over lease term
impact on ffo42
Impact on FFO
  • Straight-line Rents (REITS with long term leases)
    • count average rental rates over lease life in FFO
      • over states revenue in early years and under state in later years
impact on ffo43
Impact on FFO
  • Lease guarantees
    • REIT sponsor guarantees income on currently vacant space using master lease (WHY?)
      • may be for limited period - short term solution to long term problem
      • should have recourse to sponsor
      • sponsor may be charging the REIT guarantee fees
impact on ffo44
Impact on FFO
  • 3rd Party Income
    • income from managing other properties
    • highly variable
  • Leased space v. Occupied space
impact on ffo45
Impact on FFO
  • Ground Leases
    • encumber the land underneath buildings (long term)
    • REITs may own buildings subject to a ground lease or REITs may own the ground lease (spread investing)
impact on ffo46
Impact on FFO
  • Depending upon management’s strategy with respect to capitalizing or expensing items, calculated FFO and percentage of payout of net income can vary widely
      • Kimco Realty (KIM) expenses everything they can -- reduces measured NOI -- increases amount they can retain (65% payout ratio - lowest in industry)
      • Large group of about 10 has payout ratios over 95% -- capitalize aggressively -- raises FFO -- reduces what they can retain
reit debt usage
REIT Debt Usage
  • Modest leverage levels compared to those taken on by private real estate firms in mid-80s.
    • However, 20%-50% leverage levels are not low when compared to other capital intensive industries such as auto, chemical, etc..
ffo growth
FFO Growth

FFO Growth = Internal Growth + External Growth

ffo growth49
FFO Growth

Internal Growth

  • Rental Increases
  • % Rent, Rent Bumps, etc.
  • Tenant Upgrades
  • Property Refurbishments
  • Sale & Reinvestment
ffo growth50
FFO Growth

External Growth

  • Acquisitions
    • Accretive = yield on investment is below cost of capital
      • Example: REIT raise $100m from stock and bond at 10% WACC -- acquire property with a 12% yield == 2% increase in FFO
    • Deccretive = yield is below WACC
  • Development & Expansion
reit debt usage51
REIT Debt Usage
  • Use of secured debt
    • Mortgaging properties one-by-one has been the standard
    • New realization that levering up via slices of secured debt may not leave enough flexibility for firms to take advantage of targets of opportunities
reit debt usage52
REIT Debt Usage
  • Use of unsecured debt
    • real estate firms rapidly moving in this direction
    • other corporate entities raise such debt against aggregate firm cash flows, not specific assets
minimum efficient firm size
Minimum Efficient Firm Size
  • Typical REIT IPO from 1993
    • $100,000,000 firm with 50/50 debt-equity ratio, yielding 8% on equity
    • implies roughly $4,000,000 in income
    • even with relatively low payout ratio of 75% of earnings, can retain only $1,000,000
what will 1 000 000 buy
What will $1,000,000 buy?
  • for apartment REIT, good-sized garden apt. complex costs $20-$25 million, retaining the added $1,000,000 adds little flexibility with respect to acquiring properties for portfolio.
  • from broad capital market perspective, this firm probably should increase payout ratio (this is what happened in reality)
    • shareholders received high dividend yield, firm had to repeatedly go to the capital markets to fund acquisitions
now consider 10 billion firm
Now consider $10 billion firm
  • Some now exist:
    • same 50/50 debt-equity ratio and 8% yield on equity
    • implied income of about $400,000,000
10 billion reit
$10 billion REIT
  • if firm chooses not to aggressively expense, it will have a relatively high payout ratio
    • if that ratio is 95%, implies the firm can retain $20,000,000
    • that’s a good-sized garden apt complex, 1/5th of a large regional mall, or a couple of decent-sized warehouses or industrial sites.
10 billion reit57
$10 billion REIT
  • if firm chooses to aggressively expense items to reduce accounting earnings and lower its required payout under the REIT tax law, the situation is markedly different
    • assume its payout ratio falls to 75%:
      • ratio implies retention of $100,000,000
      • which will buy a portfolio of any property type except regional malls and downtown office buildings
slide58
If you can retain this amount, you do not have to go to Wall Street to fund every portfolio purchase
    • increases flexibility so that you can quickly take advantage of targets of opportunity and avoid investment banker fees
slide59
achieving such internal financing capabilities is goal of many firms
    • given REIT tax law, fairly large scale is required
    • average firm size is too small at the moment
  • suggests that consolidation in the public markets will continue in the next few years
slide60
how consolidation occurs still is unknown
    • REIT management's have implemented various types of anti-takeover provisions
      • 5 or fewer rule itself provides a natural defense mechanism
    • lack of truly independent boards a problem
slide61
mergers difficult because acquired firm inevitably has to be willing to hold the paper of acquiring firms
    • requires common vision to make it work in the absence of aggressive board intervention
  • most likely path is continued acquisition of private portfolios by public firms
    • still occurring at rapid pace
    • more that 80 firms with $1 billion equity market caps
    • 25 largest firms have mean equity market cap of about $5.5 billion (7/14/98)
what could stop consolidation in the public markets
What could stop consolidation in the public markets?
  • Discovery of fundamental diseconomies of scale
    • if real estate is inherently small scale business because of the need to master local market details, then really large firms are not feasible
      • they will have lower returns on average than local firms
reit research
REIT Research

Q: Are REITs real estate or stocks?

  • important implications for portfolio diversification
  • do REITs provide a real estate index

A: REIT returns lag real estate cap rates

REIT returns and unsecured real estate returns share a common component that reflects real estate fundamentals

REIT returns are noisy.

reit research64
REIT Research
  • Corporate Finance Issues
    • Dividend policy
    • Capital structure
reit research65
REIT Research
  • Risk and diversification
    • REIT returns highly correlated with stocks (corr = .65 - .8)
    • real estate returns have low correlation with stocks (corr=.1 - .3)
    • REIT betas < 1
  • Real estate portfolio allocation
    • optimal allocation 10% to 19% real estate
    • historic real estate allocation = 3%-5% (pension funds)
reit research66
REIT Research
  • REITs and Inflation Hedging
    • depend on the time period under study
      • 1970s - REITs are negatively correlated with inflation
      • 1980s - REITs are positively correlated with inflation