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The Current State Of Commercial Real Estate

The COVID-19 pandemic has had a negative impact on all classes of commercial real estate. Yet, it also created some new opportunities within the commercial real estate (CRE) market, such as affordable rental prices, improved digital communication and payment facilitation, as well as new opportunities for business owners and investors. And further recovery is well underway.  

CRE prices fell 11% between March and May of 2020. Since July, prices increased 7%, erasing over half of those pandemic declines. With investors sitting on wealth, more investment in stocks and bonds took place, which pushed prices up and interest rates down. With inflation being a growing concern, more investors may look to commercial properties with leases that have built-in rent increases to keep pace with inflation.

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EBITDA Adjustments for a Related Party Rent Expense

It is quite common in privately-held businesses for one or more of the owners of the client company to also own the real estate that the company occupies. That real estate may be in the name of the owner individually, or in name of another company (LLC, partnership, or corporation). In nearly every instance where the owner of the real estate is not an individual, such owner will be a pass-through entity (i.e., a subchapter S corporation, a partnership, or a trust). The company will lease the real property from the related party and recognize rent expense on the income statement. There may or may not be a formal, documented lease.  Generally, these leases are triple net, meaning the tenant company pays all the maintenance costs, the insurance, and the taxes for the property. 

There are several advantages for owners to hold their real estate outside of their operating business.

  •  It provides an avenue for additional income to flow to the owner without the necessity of paying payroll taxes.
  •  If the owners have other real estate holdings, they can use excessive rents to generate passive income to offset passive losses from other holdings.
  •  It allows the owners to separate the operating activities of their business from the real estate holdings in the event of a sale. 

For business valuation purposes, we need to consider the effect of these related party leases that were not negotiated at arm's length. The lease rate may be more or less than the market. If the business is struggling, the lease may be below market. If the business is performing well, the rent will be above the market. For calculating an adjusted EBITDA, we should calculate an adjustment based on the difference between market rates and the related party lease rate. If the lease rate is below market, we have a deduction from book EBITDA. Conversely, if the lease is above market, we have an addition to book EBITDA. 

 

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In calculating the adjustment, it is necessary to make a determination of what the market rent would be. In doing so, we must look at comparable properties in the area around the client’s property and find what the going lease rates are. LoopNet.com provides a relatively good comparison of properties that are on the market with asking prices. It is important to understand the characteristics of the building that the client is occupying and if there are any special use considerations. For example, a prospective client operates a precision CNC machine shop in Southern California in a 22,000 square foot building in an industrial area with a zoning of light industrial. They have about 16,900 square feet of outside space for parking and storage. Since they are operating CNC and heat-treating equipment, they need at least 1,000 amps of 3 phase power coming into the building. A comparable building, then, has these characteristics.  Comparing this property to Class A office space is not a good comparison.

Note: Some special purpose buildings can have characteristics that are hard to match in the market. In that case, we must estimate the additional costs associated with what makes the building unique. 

Pictured is a Loopnet.com example of a property search in Gardena, CA for industrial properties to lease in the 15,000 to 25,000 square foot range under $15 per foot. It indicates that there are several parcels that are comparable.

To continue the example, the prospective client company leases the real estate from a separate entity owned 100% by the sole shareholder for $60,650 per month. The asking price for comparable properties in the area is approximately $12.50 per foot. As such, the market rent for a 22,000 square foot facility would be $275,000 per year. In looking further at just land, the lease rate is about $7.20 per foot or another $123,708 per year. The total annual market rent for this site would be $398,708 compared to the actual lease rate of $602,461. In this case, we have a positive adjustment to book EBITDA of $203,753 per year.

Since the company in this example is paying the actual costs of the insurance and taxes, there is no need to make an adjustment for that. However, if the company is a tenant in a multi-tenant building owned by the same owner of the company, the comparison of the rent is the same, but there is a potential for the business to be paying all the taxes, insurance, and maintenance for the property, which would require additional adjustments.

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Benchmark International Facilitated the Transaction Between Regatta Real Estate Management Inc and Fyve, LLC

Benchmark International is pleased to announce the transaction between Regatta Real Estate Management Inc (“Regatta”) and Fyve, LLC (“Fyve”).

Founded in 1994, Regatta is a Florida-based business headquartered in Miami. The company is a full-service real estate property management provider specializing in association management, investment property management, and condo conversions. Throughout its operating history, the company has remained focused on the small business, customer service-oriented approach.

Fyve is a nationwide, full-service real estate management solutions company that is redefining the experience for owners, residents, and tenants. Prior to the acquisition, Fyve had 11 locations across six states. With this acquisition, they will be able to reach into the Miami market and expand their Florida operations.

Senior Deal Associate Nick Woodyard at Benchmark International added, “It is always great seeing two companies come together where both parties can substantially benefit. It was a pleasure working with Tim and the Fyve team throughout the transaction. On behalf of Benchmark International, we wish both parties continued success.”

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Benchmark International Successfully Facilitated a Transaction Between Pioneer Realty Capital, LLC and Luxon Realty Services

Benchmark International has successfully facilitated a transaction between Pioneer Realty Capital, LLC and Luxon Realty Services. Pioneer Realty Capital is an Arlington, Texas-based business that provides underwriting services along with debt and equity brokerage, primarily for the development of commercial real estate.

Luxon Realty Services is an Austin-based real estate brokerage, property management, and advisory firm founded in 2006. The firm actively manages real estate assets and provides consulting and advisory services nationwide. The principals of the firm have over 20 years experience as a real estate professional, and has key relationships with national capital providers with whom they work hand-in-hand with to identify and execute on capital market opportunities with demonstrable growth characteristics.

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J.P. Santos, Associate Director at Benchmark International shared, “Benchmark International’s Austin team enjoyed working with Charles Williams and the Pioneer Realty Capital team. We were able to work towards coming to terms that were ideal for Charles’ goals for his firm. This deal shows Benchmark’s dynamic market position and our understanding of the wants and needs of our clients and how to formulate a strategy that helps accomplish our clients' goals from the transaction. Charles was looking for a partner that could provide him a broader array of products and services to offer his existing clients as well as a means to obtain a new business. The team did a formidable job at negotiating a deal that would fit this objective and allow Charles several options regarding the long-term direction of Pioneer Realty Capital. Charles was a true professional to work with, and we are excited about what the future holds for Pioneer Realty Capital.”

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Benchmark International has Successfully Facilitated the Acquisition of Janus Valuation & Compliance by Class Valuation

Benchmark International has successfully facilitated the acquisition of Janus Valuation & Compliance (Janus) by Class Valuation (Class).  Benchmark International worked effectively with the sellers to ensure that their goals were met from a cultural and corporate vision perspective.

Janus is an appraisal management company that offers property valuation services to mortgage lenders, banks and credit unions through its network of appraisers.  The company offers a turnkey solution for lenders to complete home appraisals and remain in compliance with all laws and regulations.

Class Valuation is a top nationwide real estate collateral valuation and appraisal management company to the residential mortgage industry and is based out of Troy, Michigan.  The company has consistently been ranked highly in client service by several of the nation’s top ten mortgage lenders and has been recognized as a top place to work, along with receiving many other industry awards. 

Benchmark International was able to procure for Janus AMC a buyer that met their goals in regards to the strategic growth of the company as well as the corporate fit amongst the management teams.  Janus was engaged with Benchmark International for about a year and a half and was able to procure several interested buyers until Janus found the perfect fit for them.

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Benchmark International’s Senior Deal Associate, J.P. Santos commented “The Benchmark International team is excited for this next chapter in Janus’ growth and couldn’t be happier for John Passero and the management team at Janus.  This provides them with an opportunity to continue to develop their firm and achieve their goals by partnering with a firm that offers them the resources and infrastructure to achieve their corporate vision.”

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Webinar Video: Now That the Valuation is Set, Here's Where You Will Win or Lose the Deal

 

 

M&A Webinar: Now that the Valuation is Set, Here’s Where You will Win or Lose the Deal

Many sellers think they have reached the finish line once the buyer has been selected or perhaps when the letter of intent is executed. Even those who know they haven’t reached that line often believe all key elements of the transaction have been ironed out and all that remains is the “technical” part. To better understand many of the material issues that remain open after the letter of intent is executed, this webinar will walk participants through a wide array of those open issues. 

  1. Stock versus asset deals, which is really better?
  2. Tax elections = dirty words
  3. Monetizing the real estate portion
  4. Protecting yourself with employment and consulting agreements
  5. Seller notes and earn outs – never say never
  6. Escrows, who needs them?
  7. Winning the net working capital fight
  8. Your indemnification of the acquirer
  9. How the disclosure schedules protect you
  10. Can reps and warranties insurance assist you?
  11. The inevitable non-competes
  12. Meet the Grim Reaper of your sale process- Delays

You can also watch it here on Vimeo:
https://vimeo.com/282908864

Hosted By:
Clinton Johnston
Managing Director
Benchmark International

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Record 2016 for M&A against all odds

Despite major political disruption from events such as Britain leaving the EU and the election of a new president of the United States, 2016 is gearing up to be the biggest year for M&A deal announcements since 2007.

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Benchmark International Facilitated the Transaction of Conarc, Inc. to Swiftcurrent Holdings, Inc., an Affiliate of ESW Capital, LLC.

Benchmark International has successfully negotiated the sale of Conarc, Inc. (“Conarc”) to Swiftcurrent Holdings, Inc. (“Swiftcurrent”), an affiliate of ESW Capital, LLC ("ESW"). The transaction represents the conjoining of two best-of-breed solution providers.

Based in Alpharetta, Georgia, Conarc develops and sells client management software solutions used in a variety of industries including finance/accounting, real estate, healthcare and insurance. Conarc’s flagship content collaboration software product, iChannel, was built from the ground up by the Conarc development team, allowing the company the flexibility to offer a multifaceted solution with the ability to customize features to client specifications. Additional programs within the Conarc suite of products include a customer relationship management solution, workflow module, a file management system and multiple finance and accounting database products.

For nearly 20 years, Conarc has been committed to finding innovative ways to connect people, businesses, and ideas. With a current presence throughout the United States and Canada, Conarc remains dedicated to continuing improvement and growth.

 

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Based in Austin, Texas, Swiftcurrent is part of the ESW Capital group (www.eswcapital.com) and is specifically focused on acquiring and growing industry-focused business software companies. ESW buys, transforms, and runs mature software and technology companies. By taking advantage of its unique operating platform, ESW revitalizes its acquisitions for sustainable success while making customer satisfaction a top priority. ESW and its affiliated companies have been in the enterprise software space since 1988, and the group includes notable brands such as Trilogy, Aurea, Versata, and Ignite Technologies.

Benchmark International’s Tyrus O’Neill acted as the lead on this transaction and was successful in pinning down the needs of both parties involved, “This is one of those transactions where the parties were truly a good fit right from the start.” O’Neill stated, “On behalf of Benchmark International, we are thrilled to have been able to work alongside our client, Conarc, in this transaction. Chet Joglekarhas built a tremendous suite of software solutions and we believe it is a perfect fit for Swiftcurrent.” Senior Associate, Sunny Garten, added, “We have really enjoyed working with our client, Chet Joglekar, and would like to take this opportunity to wish both parties the best of luck moving forward.”

Conarc, Inc. CEO and Founder, Chet Joglekar, stated, “Benchmark International’s hands-on approach during all aspects of the transaction process was fundamental in our successful deal closing. Benchmark’s industry knowledge and relationships proved to be highly valuable as they assisted us in identifying a buyer that fits our innovative culture and provides Conarc with the resources necessary to continue the company’s trajectory of rapid growth.”

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