All the information you need to help you buy or sell a rent roll from due diligence to methods of appraising, contract clauses to the all important post transition.
2. TOPICS COVERED
• Why you should build a rent roll
• Buying vs Natural growth
• Due Diligence
• Method of appraising rent rolls
• Understanding multipliers
• Finance
• Contracts (clauses to protect purchase)
• Post purchase transition
• Selling a rent roll
• Rent roll analysis and calculator
3. WHY?
• To Bullet proof your business when times are tough.
• It forms the main part of your asset when you sell.
• Sales brings cash flow
• Property management brings Asset growth
• (Understand the difference between cash flow and asset growth)
• It is the best strategy for increasing profit.
4.
5. It is worth doing a comparison of the two methods
of growth as both methods have positives and
negatives
BUYING VS NATURAL GROWTH
6. NATURAL RENT ROLL GROWTH
POSITIVE NEGATIVES
• You can control quality, location
and fees of properties
• You can avoid bad landlords
• No inheritance of problems
• The cost
• Slower growth
• Rent roll loses money for a
period of time until numbers
grow
• Capital Gains Tax issues on
sale of rent roll
7. BUYING A RENT ROLL
POSITIVES NEGATIVES
• Your Increased size gives the
business momentum
• Increases cash flow
• Irons out fluctuations of the sales
department
• Eliminates a competitor from your
local area
• Increases networks and database
(The multiplication effect)
• More opportunities for the sales
department
• Landlord rejection
• Buying existing issues
• More often than not poorly run
• Integration issues
• Huge pressure on existing
team
8. DUE DILIGENCE
What are the average rents and management/letting fees?
How recently were any of the above increased?
QUESTIONS NEEDING TO BE ANSWERED
9. DUE DILIGENCE
• What Ancillary Fees does the seller charge?
– Postage, Bank transaction fees, Re-Letting Fees,
Periodical Inspection Fees, Exit Fees
• Is there room to add or increase any of these fees?
QUESTIONS NEEDING TO BE ANSWERED
10. DUE DILIGENCE
• Are all agency authorities/files up to scratch?
• If not, what potential risk does this pose?
QUESTIONS NEEDING TO BE ANSWERED
11. DUE DILIGENCE
What is the location and type of properties being managed?
How does the Geographical spread, furnished/unfurnished, houses/units,
old v new affect the return on the rent roll?
QUESTIONS NEEDING TO BE ANSWERED
12. DUE DILIGENCE
• How many properties are owned by the vendor or
affiliated with the vendor?
• How could this potentially impact you?
QUESTIONS NEEDING TO BE ANSWERED
13. DUE DILIGENCE
• What is the ratio of Landlords to properties?
• Are there a lot of multiple property clients?
• What impact does this have on the value of the rent roll?
QUESTIONS NEEDING TO BE ANSWERED
14. DUE DILIGENCE
• What is the current staffing structure?
• How many?
• Are they any good?
• Will they stay on?
• What do they cost?
QUESTIONS NEEDING TO BE ANSWERED
15. DUE DILIGENCE
Will the Vendor/key staff remain for a period of time after settlement?
If they don’t, what problems could this cause?
QUESTIONS NEEDING TO BE ANSWERED
16. DUE DILIGENCE
• What property management software is being used?
• How easy will it be to integrate?
QUESTIONS NEEDING TO BE ANSWERED
17. DUE DILIGENCE
• Are Landlords currently being provided with services that
you can’t or won’t provide?
• What is your strategy for handling this?
QUESTIONS NEEDING TO BE ANSWERED
18. DUE DILIGENCEQUESTIONS NEEDING TO BE ANSWERED
Are landlords fees currently less/more than what you charge?
What is your strategy for increasing fees whilst not losing properties?
19. DUE DILIGENCE
• What Rent Payment methods are used?
• Do you use a different method which will cause issues to introduce?
QUESTIONS NEEDING TO BE ANSWERED
20. DUE DILIGENCE
• What percentage of properties are in rent arrears and how long
have they been in arrears?
• How does this affect the value?
QUESTIONS NEEDING TO BE ANSWERED
21. DUE DILIGENCE
• What are the number and length of vacancies?
• What problems are you taking on?
QUESTIONS NEEDING TO BE ANSWERED
22. • Has there been a change in the market?
• Can you achieve rents that have been previously achieved?
• What sort of impact could this have on the relationship with your new
landlords if you can’t?
DUE DILIGENCE QUESTIONS NEEDING TO BE ANSWERED
23. DUE DILIGENCE
• How long has the vendor been managing the rent roll?
• What impact can this have to you?
QUESTIONS NEEDING TO BE ANSWERED
24. DUE DILIGENCE
• Has the vendor purchased any rent rolls previously?
• Does this pose any threat to you as Landlords do not
traditionally like change?
QUESTIONS NEEDING TO BE ANSWERED
25. DUE DILIGENCE
• What has been the net growth/loss in the rent roll over the last few years?
• What does this mean to you?
QUESTIONS NEEDING TO BE ANSWERED
26. DUE DILIGENCE
• Has the trust account always been balanced?
• How do you protect yourself against a trust account that hasn’t always
balanced?
QUESTIONS NEEDING TO BE ANSWERED
27. DUE DILIGENCEQUESTIONS NEEDING TO BE ANSWERED
Are rental bonds held for each property?
What problem does this pose if not?
28. DUE DILIGENCE
• Have regular inspections been carried out on each property?
• Was there an ingoing inspection carried out for the current tenant?
• If not, what problems can this cause down the track?
QUESTIONS NEEDING TO BE ANSWERED
29. DUE DILIGENCE
• How many outstanding maintenance issues are there?
• Are you taking on major maintenance problems?
QUESTIONS NEEDING TO BE ANSWERED
30. DUE DILIGENCE
• How many properties in the rent roll are currently for sale?
• How are they going to be handled in relation to purchase price?
QUESTIONS NEEDING TO BE ANSWERED
31. DUE DILIGENCEQUESTIONS NEEDING TO BE ANSWERED
Are there tribunal hearing or insurance claims pending?
How time consuming & costly will these be?
32. DUE DILIGENCE
It is important to get answers to the previous questions so that;
• You know what you are getting into and
• To ascertain a fair market value for the rent roll
33. A COPY OF PREVIOUS P/L’S
• Not always possible as the property management figures maybe
rolled in with the sales figures.
• Beneficial to see a couple of years figures to see if there are any
trends developing.
• Can help in the negotiation process on sales price.
• Sales prices are based on multipliers but you are not going to pay a
big multiplier if the department is losing money.
34. It is strongly advised that you or a senior
property manager inspect the premises of the
person selling the rent roll to validate all of the
answers to the questions that you have been
seeking.
DUE DILIGENCE
35. • The value of a rent roll is usually based on a formula which is a
multiplier of the yearly management fee that each property brings
into the business annually.
• Generally letting fees and ancillary fees don’t come into the value of
the rent roll as they are unpredictable.
• Occasionally a smaller multiple may be used for letting fees
METHOD OF APPRAISING RENT ROLLS
36. • A multiplier is simply the multiplication of the property management
income not including letting and ancillary fees that a property brings
in each year.
• Properties can be sold at different multipliers within the same rent roll
but it is unusual.
WHAT IS A MULTIPLIER?
37. e.g. Property rents for $300 per week with a 9% management fee
$300 per week x 52 weeks in a year =$15,600 (income to owner per year)
$15,600 x 9% = $1404 (yearly income to Real estate office from the property)
$1404 (yearly income) x multiple of 2 = $2808 (value of property as an asset to business)
$1404 (yearly income) x multiple of 3 = $4212
HOW THE MULTIPLIER CAN AFFECT THE VALUE OF A PROPERTY
38. • The multiple generally varies from 2 to 3 but in some cities it can be
as high as 3.5 to 4
• There are many things that can affect the multiplier as previously
discussed under due diligence
• Supply and demand also has a considerable bearing on the multiple
RENT ROLL MULTIPLIER
39. Location Multiplier Location Multiplier
Sydney 3.2 - 4 Brisbane 2- 3
West Sydney 2.8 - 3.3 Gold Coast 2.5
Regional NSW 2.4 – 2.85 South Australia 2.8 – 3.1
Newcastle 3 plus Perth 2.35 – 2.95
Central Coast 2.5 – 2.85 Melbourne 2.8 – 3.5
RENT ROLL MULTIPLIERS (ACCORDING TO MACQUARIE BANK RESEARCH 2013)
40. MULTIPLIER
A. x 3 Great management, long fixed term leases, no arrears, inspections reports
thorough and detailed, maintenance excellent
B. x 2.5 Standard management, generally in good condition but some maintenance
and arrears issues
C. x 2 Properties in poor locations, low rent values, vacancy, arrears and
maintenance issues
CHOOSING A MULTIPLIER
41. • Banks will generally lend up to approximately 50/60% of the value of
the rent roll without separate equity as security
• Banks will take into consideration the quality and location
of the rent roll
• Your ability to service the loan is also taken into account.
FINANCE
42. CONTRACTS NEED TO COVER THE FOLLOWING ISSUES
• A post sale restraint period.
• A retention of payment to the seller to cover loss of properties from
the rent roll.
• A clause covering non payment to the seller for clients who refuse to
be transferred over to you
• Detail of all the documentation to be handed over on settlement
CONTRACT TO PURCHASE A RENT ROLL
43. • Indemnity for future claims on the rental department.
• Warranties from the vendor
• How are rental properties which the seller owns privately, which are being
sold with the rent roll to be dealt with?
• This is of particular concern if the seller wants to dispose of them
somewhere in the near future.
• What happens when any property is sold in the rent roll?, Those on the
market on settlement date, those that come on the market in the retention
period and those that come on the market after the retention period finishes.
CONTRACT TO PURCHASE A RENT ROLL
44. • Vacancies and arrears on settlement day
• Agreement over access to information prior to settlement
• A notification process to landlords and tenants
• Continuation of business in efficient and diligent manner
• If possible, permission to start transitioning management
authorities before settlement
CONTRACT TO PURCHASE A RENT ROLL
45. • A clause covering holiday pay and long service for staff transitioning.
Are there any benefits in taking on these entitlements or should you have
them paid out?
• Incorrect information?
• GST should not be applicable as the rent roll should be sold as an on going
concern
• What actually gets handed over, e.g. keys, security devices, landlord
details, file history notes, maintenance reports, signed authorities, condition
reports, pool safety and smoke alarm certificates, all Landlord and tenant
correspondence, tenancy payment ledger and all original leases
CONTRACT TO PURCHASE A RENT ROLL
46. • What is wrong with this clause?
• “On 31 January 2015 if any of the properties that were on the
Property Management Rent Roll at the date of completion and
thereby included in the calculation of the purchase price are no
longer under the management of the purchaser, due to cancellation
in writing of the management agreements by the landlord, then the
purchase price will be reduced pursuant to value allocated to those
properties in clause…”
• “due to Notification of cancellation in writing ….”
• Furthermore any notice periods in the sellers landlord agreements
must be taken into account.
THE RETENTION CLAUSE
47. • Extremely critical stage
• Contact with landlord, both personal and written must happen
immediately
• Understand that Landlords don’t like change
• They didn’t choose you initially
• First impression critical to build trust and loyalty
• Sell the benefits of what your firm can offer
• Have the previous owner involved in transition whenever possible
• A joint communication plan for Landlords and tenants
TRANSITION POST PURCHASE
48. • Mail and follow up with a phone call to all tenants about change in rental
payments
• Essential to get Landlords signed up on your authorities ASAP (preferably
prior to settlement)
• Essential to have new tenants on new payment methods asap so as not to
disrupt landlord payments
• Try to populate as much of new authorities as possible to make it easy for
landlords
• Issues over a difference in fees between you and previous agent
• Some Landlords use this as an opportunity to exit from management as
they weren’t happy and were looking for an excuse to leave
• A personal introductory letter from the landlords new portfolio manager.
TRANSITION POST PURCHASE
49. • Set out how you normally communicate as it might be different from
previous agent
• Find out Landlord expectations
• Discuss changes with staff as soon as contract unconditional
• Consider hiring some of the seller’s staff to make sure management
agreements stick.
• Understand how different management styles from the selling
company to your company impacts any staff that cross over to your
firm.
• Give reassurance to everyone
TRANSITION POST PURCHASE
50. • 1) Rent on time (no disruptions)
• 2) Clear statements on time
• 3) Good communication
• 4) The name of their new property portfolio manager and contact
from them asap
• 5) Nothing affecting the stability or happiness of tenant
• 6) Don’t tell them that nothing will change. Show them that little will
change but the reality is that some things will change.
WHAT IS IMPORTANT TO THE LANDLORD IN THE
TRANSITION
51. PREPARATION FOR SELLING
• Authorities and all paperwork in order
• Review Management Fees
• Review rents
• Get Arrears under control
• Minimise Vacancies
• Make sure you have keys for all properties
• Have Introductory templates ready
• Have a draft of a contract ready
• Work out a rough transition plan
52. CHOOSING YOUR BUYER
• Don’t just sell to the person who offers the most money
• You should only sell to someone who is at least capable of looking
after your clients to the end of the contract retention period
• Or you will lose more than you gained by taking a higher offer initially
• Avoid selling to someone with a bad reputation or who is known to
offer poor service
53. ASSESSING RENT ROLLS
For a copy of a rent roll calculator contact Tony Morrison
at tony.morrison@harcourts.com.au or on 0418 130 563
Scenario – ave rent $300 per week x 52 weeks= $15600 rent per year x ave com 8.5% brings a return of $1326 in first year, $6630 in five years, but gives you an asset of (2.8) multiplier of $3712.
$6630 cash flow plus $3712 asset = return of $10,342 in five years
What if landlord buys another property or two?
Comparison of building a rent roll over two years of 100 properties and selling a 100 properties over 2 years, - talk about cash flow and asset growth
UNCOVER
Doing your due diligence when considering the purchase of a rent roll is critical. There are a number of factors to consider and questions we should be asking the owner of the rent roll to establish the value of the rent roll and whether the rent roll is worth buying.
DISCOVER
What are the average rents and how recently were they increased?
The purchase of a rent roll is based on a percentage of the properties weekly income. Trainer use whiteboard to demonstrate
If a property is achieving $400 per week and your fee is 10% the income is $40 per week for that property however at $200 per week with a fee of 10% is $20.
If the rent roll is made up of properties with a higher average rent your income will be greater for half the amount of work. It is better to have 2 properties at $400 per week than 4 properties at $200 per week. On the other side though with less properties your income can be affected more if vacancy is high.
It is also important to know if the rents have recently been increased, why because if the rents haven’t been increased for 12 months or more this could give you an opportunity to grow the value of your asset and increase cash flow immediately, if however they were increased recently your ability to grow the asset is limited for a period of time.
What are the average management /letting fees and how recently were they increased?
Things to consider:
Purchase price: If the management fee is high and the whole purchase of the rent roll is based on the management fee then you are going to pay more for the purchase.
Current management fees: If the management fee is low say 8% and you charge 10% it will give room for growth with out increasing the number of properties under management. Knowing whether the fees have been increased recently will help you determine whether there is room for immediate or future growth.
Challenges you could face: If the previous owner only charged 7% and your fee is 9% an increase of fees may be met with some resistance from the landlord.
No authorities, nothing to sell
Include assignment clause in management authorities to avoid having to get owners to sign new authorities
Ingoing and outgoing inspections reports
Indemnify new owner for poor paper work in contract
Geographical spread
Houses v units
Old v new
Maintenance issues
Furnished v Unfurnished – return v work, cleaning, record keeping
Talk about claw back clauses or retained money clauses
Talk about the risk if you don’t have these in contract
How many are close personal friends of the owner or even worse family
Recap
What are the indicators that the staff are good? - Low vacancies and arrears, paperwork up to date
Long term staff usually indicates a happy working environment
What if rent roll has been managed by one property manager for 5/6 years and then the new owners go to a task based team where they have three people looking after a Landlord? What are the risks?
Will they feel they have lost the personal touch with their property manager?
Will they feel that they are now a number, and no longer special?
If the property manager goes will they take business with them?
Talk about how to minimise fall out
Talk about how some owners may use the selling of the rent roll as an excuse to get out of an unhappy situation
They want the choice on who they go to and not be told
Will the data have to be manually entered?
Can it just be downloaded?
All property management services are different
e.g
Reporting processes
Payments monthly or twice monthly
Options for payment for tenants
Regularity of periodic inspections
Did the previous company allow cash payments or direct deposit and you don’t?
Chasing rent arrears cuts back on time dedicated to growth
You don’t collect rent, you don’t get paid
Possibilities that high arrears allow – ability to negotiate price
You could put clause in contract about arrears being below a certain figure on settlement day.
Is the rent too high?
Are the properties in bad areas?
Are the landlords stubborn?
Are there maintenance issues?
recap
People don’t like change
What happens if the current business owner has had a large turnover of staff over the preceding 2/3 years?
Will they give you a chance to show your value?
Very small growth may indicate that although the property manager has looked after the portfolio well, they have no desire or skill to grow the rent roll.
Do you up skill or off load this staff member?
If the rent roll has grown rapidly over the last few years what issues could this bring?
Poor service?
Indemnify purchaser
What happens if the same tenant has been in the property for ten years and paid a bond but there is no record of it.
Being liable for repairs when tenant moves out
How long do the maintenance issues go back?
Is the landlord the problem? Can he not afford to fix it?
Is the landlord willing to fix the problem but the tenant won’t let them in?
Tribunal hearings are time consuming and require a lot of paper work
Generally tribunal hearings favour the tenant. If that is the case the owner will be coming after the new business owner
What if you haven’t renewed the insurance
Time consuming doing paper work
recap
Vacancies and arrears on settlement day.
Vacancies and arrears cant be any more than 3% on settlement and if they are what happens does it effect the seller financially.
Arrears on the day of settlement have to be down to a certain amount and if not what happens.
Agreement over access to information prior to settlement. This is important so you have the opportunity to have everything set up so on the day it transfers its like a press of the button. Landlords will barely notice any difference in receiving their income and tenants in paying their rent.
A notification process to landlords and tenants.
The person selling is going to be involved and will help you in the sending out of letters and notifying all the landlords.
Note: It is in the sellers best interest to be involved in this process to ensure there isn’t a fallout rate that could have financial consequences for them on the sale of the rent roll.
Continuation of business in efficient and diligent manner from the date you sign the contract to the date it settles so that once they sign the contract they don’t just go on holiday
If possible, permission to start transitioning management authorities before settlement, on somas you can spread the workload over a few weeks instead of transitioning all the properties on the day of settlement. Often solicitors will discourage the addition of this clause.
The problem is that notification may have been given but because they haven’t actually left and may not leave until just after the retention period finishes then you may still end up having to pay for the property.
Set out how you normally communicate as it might be different from previous agent for example the previous agent may have always used telephone contact and your preferred communication is via email and are they happy for the mode of communication to change.
Find out Landlord expectations in that first phone call
Discuss changes with staff as soon as contract unconditional so all team members are aware of the changes ahead.
Consider hiring some of the seller’s staff to make sure management agreements stick
Give reassurance to everyone