How to Handle the Recovery of Corporate Costs in Triple Net Leases

The generally accepted rule of thumb concerning the concept of Triple Net Operating Costs is that the landlord can and should recover all costs associated with operating the common facilities of the property. These costs would include all those costs to manage, operate, secure, repair and maintain the facilities, with the exception of structural costs in most instances.

Conversely, costs associated with the landlord generating income and profit should be borne out of the basic, or minimum, rent. For example, costs associated with the process of leasing space should not be recovered from the tenants.

While it may appear that this is a simple concept, it rarely is straightforward. As an example, some people feel that any costs borne by the landlord, at a level above costs incurred at the property itself, should not be included in Operating Cost Recoveries. But what if it is more efficient to have centralized services such as accounts payable, IT and HR or regionally based maintenance services? Should these be included as recoverable Operating Costs and borne by the tenants? If so, to what extent should they be included and does the market use any standardized guiding principles?

These were the questions I recently discussed with an experienced commercial real estate lawyer and an accountant who specializes in CRE at an international accountancy.

We had combined CRE experience of over 100 years between the three of us and we agreed there was no accepted single standard in answering this question, except one person’s apt response that it is whatever the landlord can do, and the market will bear. We all agreed that seems to be the sentiment. But let’s look at these questions in more detail.

First, should regional and corporate costs incurred for the benefit of the common facilities be included as recoverable Operating Costs?

The feeling is yes, they should; if those costs are aligned to the benefit of the common facilities and not for the landlord generating profit. For example, it may be impractical from a cost and governance perspective to have all the accounts payable performed at each property in a portfolio.

Likewise, it may be more practical and cost beneficial to have roaming maintenance staff rather than staff dedicated to each property, particularly when dealing with skilled trades. Those costs – with certain caveats concerning competitive pricing – should rightly be recovered from each property served.

The second question of what extent should they be recovered can’t be answered until we tackle the issue of common guiding practices, as the two are intertwined.

Let’s look at accounts payable as an example. The invoice is received, reviewed, approved, entered into the accounting system, and a cheque is issued, in a typical accounts payable process. The cheque is then mailed and the bank reconciled once the vendor has cashed the cheque, and it is cancelled and returned.

Several people may ‘touch’ the process, from the person opening and sorting the mail to the person handling the bank reconciliation. Additionally, there are costs associated with the hardware & software used, IT support, space to house the staff, desks, communications equipment, stationary, mailing costs, etc.

Estimates to completely process one invoice range up to $21.00; while the average is $7.00 and as low as $3.41 if using a state of the art AP system, and depending on the number of invoices processed.

The question then becomes: “What method is acceptable to allocate the costs?”

In this case, is it on a per invoice basis? A proportionate share of the total costs? Some other method?

Again, we found there is no singular answer. So perhaps the pundit was correct when he said, “it is whatever the landlord can do, and the market will bear.”

We did agree that certain regional and corporate expenses should be considered for full or partial recovery. These include costs associated with:

-staffing relative to the management, operation, security and R&M of the property;

– technology costs including hardware, software and IT support staff;

– tools and equipment used for the maintenance and repair of the property;

– occupational health and safety expenses, including training;

– certain marketing costs, as permitted under the leases;

– insurance and risk management costs;

– daily banking costs pertaining to Operating Cost AP;

– services that support the above, such as HR, accounts payable, etc.; and

– costs to house and equip centralized and regional services noted above.

We also agreed that the extent of the recovery would be limited by what the market would bear. And that is a far more difficult question to answer because it is also subjective. The landlord may not optimize the recovery, or open themselves up to arguments from tenants (and their lease auditors) concerning the allocations depending on the formula used to calculate and allocate the costs.

For example, consider the issue of two same-sized buildings in different parts of the same market where the competitive operating costs recoveries in those submarkets are different. Think about the implications of attempting to come to a universal cost allocation across different asset classes. Industrial properties have lower operating costs than office buildings, and can’t bear the same per square foot allocation (if done that way), for example.

The combinations and permutations become mindboggling.

We also tackled the inevitable retort from tenant representatives and corporate real estate executives who would argue that the management fee is intended to cover the centralized costs.

Our feeling was that the management or administration fee is in addition to all the costs associated with operating the common facilities. As a result, it is not to replace any of those costs; which is the effective argument of the tenant representative.

Stated differently, the landlord is assuming the management of the common areas so the tenants don’t have to manage all those functions themselves, collectively; and the administration fee is akin to compensating the landlord for overhead costs not directly associated with the property operation.

Did we come to a definitive conclusion? Not really, but the discussion prompted further research, contemplation and discussion, I’m sure.

What are your thoughts?

© 2017 Peter D. Morris

www.GreensteadCG.com

New Report Predicts Vancouver House Prices Will Fall Over 20%

Dane Eitel of Eitel Insights published a new market analysis report for Realtors, lenders and developers today that predicts the average price of single family detached houses in Greater Vancouver will fall more than 20% from the previous high, according to the Greenstead Consulting Group, Eitel’s marketing partner.

“Until now real estate professionals only had the ability see what happened with real estate prices in the past”, said Peter Morris of the Greenstead Consulting Group. The new report, called S.M.A.R.T. InsightTM, uses interpreted technical analysis and advanced charting to give insights into what the Greater Vancouver market is most likely going to do in the coming months and years. S.M.A.R.T. is an acronym for Specific Market Analysis of Residential Trends.

Eitel said; “This is not a new version of the same old data, but a completely different and useful analysis using methods that have been proven reliable for the past 112 years.” The charts included in the report visually demonstrate the real estate market tops and bottoms in sales pricing along with the trend lines for home prices throughout Greater Vancouver.

GVA Fall Trend line graphicAccording to Eitel the technical charting analyzes data from 1977 to today. “Every single time the prices or sales numbers break the trend there is a predictable response from the market,” Eitel noted. He stated that his trend report indicates a price decrease because of that response, the extent of the average price decrease, when prices will most likely bottom out and then start climbing again. His research indicates that once the market has regained its losses it inevitably reaches a new high and starts the cycle again. “Unfortunately, it will be several years before prices bottom out and regain their anticipated losses, and more years yet before a new high is reached,” he stated.

Eitel cites the 2008- 2009 housing recession as an example of how those involved in real estate can use these reports, noting that the peak and bottom prices and the subsequent rebound were predictable. The top line of the trend was broken a few times, with the sale prices six and eight months earlier acting as cues that the market was overripe and a correction was forthcoming. He states that the proprietary S.M.A.R.T. Insight gave an 83% chance of correction in the first quarter of 2008.

“Our system’s historic pricing models indicated that the technical bottom would coalesce in a cluster on the way up. The initial bottom was in place on November 2008 and confirmed in March 2009. It wasn’t until June of 2009 – three months later – that the overall general market picked up the signs of the recession coming to an end for housing prices in Greater Vancouver,” Eitel said.

He said the benefit of his modeling was advance notice of several months prior to the price decline as well as an early indication of the rebound.

Greenstead is marketing the S.M.A.R.T. Insight report via the website of its subsidiary at http://www.vantageknowledge.com

Although, the first report is about Vancouver’s house prices Eitel states that his analysis can be completed for any major metropolitan area where sufficient data exists, as well as for different types of housing such as condos and townhomes. The group plans to publish reports about Toronto and Calgary early in the new year.