Unique situation - advice please

Unique situation - advice please

Dallas, TX · Member since 2011 · 308 posts · 59 votes

Hey guys, I have a question about an apartment complex my parents are thinking about selling. This apartment complex was gifted by my grandfather to his 5 children, who are now equal shareholders. He built the apartment himself. One shareholder wants to get out, either by having the others buy him out or by selling the whole apartment altogether. Here are some numbers. If you need anything else, just ask and I’ll ask my parents.

Year built: 1960~ (will double check)
Units: 24 or so (will double check)
Monthly gross rents: $24,000

A realtor said he was confident that if they sold now, they could get about $4 million (yes that’s right, this is in Hawaii where housing prices are retarded). However, my parents are thinking about doing a CPR, or basically subdividing and selling each unit separately as a condo. They have already done this before with one property and realized a much larger profit as a result. The risk is that it’s more costly and risky because it takes a long time (a few years) and the market could change during that time. But they do have some experience and seem confident they can do it again.

I mentioned earlier that one shareholder wants to get out. Well this guy is a real pain and really difficult to work with. He wants to be bought out at full market price ($800,000). My parents currently manage the property for about 13% of rents, and he constantly complains that this is too high, maybe rightly so, but they have a vested interest in the property so they do a good job. Right now the apartment is 100% occupied and the tenants are mostly all good/long term. My dad also does a lot of the handy work himself.

For the other shareholders, none are investors and so none think like real estate investors. They are very risk averse and generally want to take the easiest pain-free route (sell for $4mm). They are very worried about doing the CPR and coming away with less than the $4mm they would get if they sold now.

So here are my parent’s options as I see it:

1. Sell the property for $4 million.
2. Buy out the shareholder that wants to leave in full, so my parents would own 2/5 of the apartment, then possibly CPR (subdivide) or just hold.
3. Parents step down as managers and hire a management company for 8-10% of rents.
4. Get bought out themselves, either for full price (unlikely) or at a discount.
5. Buy out everyone else (or maybe 1 or 2 more shareholders) and CPR, thereby realizing a bigger profit if everything goes according to plan.

Sorry for the long post. I am a real estate newbie myself, so I guarantee I’m missing a ton of things, so I really could use your help. Thank you!

0Reply
13 views

Most Popular Reply

Investor · Rancho Cucamonga, CA · Member since 2008 · 1k+ posts · 684 votes
15y

What do you think your parents could get for the units if they are sold as condos?

$400,000 / 24 units = ~167,000/unit

It appears these units rent for $1,000 which seems kinda low for Hawaii but I have no idea.

I think the biggest problem is, let's say they can sell them for 250,000/unit and it costs 200,000 (guessing!?!) to do the work.

250,000 * 24 = 6,000,000 * -8% for commission and closing costs = 5,520,000 - 200,000 conversion fees = 5,320,000

$4,000,000 * -6% for commission and closing costs (you won't be paying as many junk fees to an investor and you will probably get a reduced commission) = 3,760,000

5,320,000 - 3,760,000 = 1,560 / 5 partners = 312,000 extra for your parents

If it takes 2 years as you said... your parents would lose the ability to re-invest that 752,000 for 2 years. Assuming they invest it in other real estate they should be able to make 10% a year that is 75k a year over 2 years.

So they'd really only gain about 150,000 for all their work and two years of time, if my assumptions are correct (I made a lot of big assumptions).

That really doesn't seem worth it to me, especially considering the family anxiety and pressure. They are basically doing all the work for no pay. If the units would sell for closer to 300k or 350k it is a different conversation.

If it was me I would sell it very quickly... by my math they are lucky to be making a 4% cap rate on this as-is. (40% expense ratio). You parents are getting a management fee, but they work for it.

See this reply in the discussion

8 Replies

Jump to latestLatest
  • Investor · Statewide, MO · Member since 2011 · 819 posts · 427 votes
    15y

    Here's my .02...
    If he demands full price, your parents should be able to buy him out for 94% of full price... as in 800k-realtors commission, which would save them 48k. If it was listed and sold, the expense would be incurred regardless. I hope he's not that big of a jerk or fool...

  • Investor · Rancho Cucamonga, CA · Member since 2008 · 1k+ posts · 684 votes
    15y

    What do you think your parents could get for the units if they are sold as condos?

    $400,000 / 24 units = ~167,000/unit

    It appears these units rent for $1,000 which seems kinda low for Hawaii but I have no idea.

    I think the biggest problem is, let's say they can sell them for 250,000/unit and it costs 200,000 (guessing!?!) to do the work.

    250,000 * 24 = 6,000,000 * -8% for commission and closing costs = 5,520,000 - 200,000 conversion fees = 5,320,000

    $4,000,000 * -6% for commission and closing costs (you won't be paying as many junk fees to an investor and you will probably get a reduced commission) = 3,760,000

    5,320,000 - 3,760,000 = 1,560 / 5 partners = 312,000 extra for your parents

    If it takes 2 years as you said... your parents would lose the ability to re-invest that 752,000 for 2 years. Assuming they invest it in other real estate they should be able to make 10% a year that is 75k a year over 2 years.

    So they'd really only gain about 150,000 for all their work and two years of time, if my assumptions are correct (I made a lot of big assumptions).

    That really doesn't seem worth it to me, especially considering the family anxiety and pressure. They are basically doing all the work for no pay. If the units would sell for closer to 300k or 350k it is a different conversation.

    If it was me I would sell it very quickly... by my math they are lucky to be making a 4% cap rate on this as-is. (40% expense ratio). You parents are getting a management fee, but they work for it.

  • Lender · Tyngsboro, MA · Member since 2009 · 3k+ posts · 2k+ votes
    15y

    I think the answer hinges on what they could get for the condos if converted, so it's pretty difficult to advise without having some idea of that potential value.

    But I would definitely buy out the family member who wants out. Get an appraisal, and pay him 1/5 of the appraised value less the real estate commission.

    Also, if market management fees are 8-10%, then it would reduce friction between the partners if they reduced their fee to market rate. Certainly it would be seen as unfairly siphoning off funds.

    If they are that confident of their ability to convert to condos and resell, then once they have bought out the one partner, they will have 2/5 of the project and in a great position to capitalize on their experience.

  • Dallas, TX · Member since 2011 · 308 posts · 59 votes
    15y
    Originally posted by Ed Otoole:
    Here's my .02...
    If he demands full price, your parents should be able to buy him out for 94% of full price... as in 800k-realtors commission, which would save them 48k. If it was listed and sold, the expense would be incurred regardless. I hope he's not that big of a jerk or fool...

    Yeah, this guy is a real prick. He has a grudge against a few of the family members and especially against my parents. Hence he likes to make things really difficult if for no other reason than to feed his ego. He is a real headache to work with.

  • Dallas, TX · Member since 2011 · 308 posts · 59 votes
    15y
    Originally posted by Steve L.:
    What do you think your parents could get for the units if they are sold as condos?

    $400,000 / 24 units = ~167,000/unit

    It appears these units rent for $1,000 which seems kinda low for Hawaii but I have no idea.

    I think the biggest problem is, let's say they can sell them for 250,000/unit and it costs 200,000 (guessing!?!) to do the work.

    250,000 * 24 = 6,000,000 * -8% for commission and closing costs = 5,520,000 - 200,000 conversion fees = 5,320,000

    $4,000,000 * -6% for commission and closing costs (you won't be paying as many junk fees to an investor and you will probably get a reduced commission) = 3,760,000

    5,320,000 - 3,760,000 = 1,560 / 5 partners = 312,000 extra for your parents

    If it takes 2 years as you said... your parents would lose the ability to re-invest that 752,000 for 2 years. Assuming they invest it in other real estate they should be able to make 10% a year that is 75k a year over 2 years.

    So they'd really only gain about 150,000 for all their work and two years of time, if my assumptions are correct (I made a lot of big assumptions).

    That really doesn't seem worth it to me, especially considering the family anxiety and pressure. They are basically doing all the work for no pay. If the units would sell for closer to 300k or 350k it is a different conversation.

    If it was me I would sell it very quickly... by my math they are lucky to be making a 4% cap rate on this as-is. (40% expense ratio). You parents are getting a management fee, but they work for it.

    Thank you for your replies. I just got done talking to my parents. It seems they are now leaning away from doing a CPR (subdividing) because they would likely be taxed as developers due to the fact that they already did a similar project before, about 6 years ago. But here are the revised numbers that they told me. They estimate they can get about 25% more for subdividing, so about $5 million total. They estimate costs would be about $300,000, and the process would only take about a year to complete. So the numbers look roughly like this:

    $5,000,000 – closing costs 8% ($400,000) – cost of subdividing ($300,000)

    = $4,300,000

    Compared to the $3,760,000 if they sold now, it’s a difference of $540,000. Split 5 ways it comes out to $108,000.

    If they invest the $752,000 they’d receive now for selling, at 10% interest it comes out to $75,200, a difference of only $32,800. Obviously they’d receive compensation for doing the conversion, but it’s hard to imagine it’d be enough to make it worth doing.

    However, like I said earlier, they probably won’t go this route, so the question comes down to what to do about this shareholder that wants out. Like I said in my earlier post, this guy is a real piece of work. He would conceivably go out of his way to make things harder for everyone, hence wanting to get bought out at full price.

    The solution that seems to make the most sense is to just keep things status quo. The building is owned free and clear by the family members, and the market is kind of in a slump right now, so they can afford to just wait it out and sell when the market improves. However, for some reason, this guy wants out now. The other shareholders seem to think nothing of buying him out at full price. The only resistant ones are my parents. The more I think about it, the more I think perhaps they should just buy him out to just get him out of the picture, since it is almost certain he will make waves in the future. He definitely would take this to court and cause headaches for everyone.

  • Dallas, TX · Member since 2011 · 308 posts · 59 votes
    15y
    Originally posted by Ann Bellamy:

    Also, if market management fees are 8-10%, then it would reduce friction between the partners if they reduced their fee to market rate. Certainly it would be seen as unfairly siphoning off funds.

    The 13% number was set by my grandmother, who has since passed away. She really wanted to keep the management within the family and hence offered an above-market rate. None of the other shareholders wanted to do it, so my parents (reluctantly) took the job.

    I am not 100% sure on the way property management companies work, but I assume that if a toilet gets clogged, they make a phone call to the handyman, and send a check to the property owner. And this is outside the set 8-10% I am assuming. Please correct me if I’m wrong here.

    My father acts as the handyman for most of the repairs, and his time is not billed. It is more or less included in the 13%. Add to the fact that they have a vested interest in doing good quality work and I think that’s at least some justification for the higher rate.
    I hope I don’t come across as defensive about this even though it may sound that way, just pointing out what the situation is.

    Maybe a solution might be to reduce the rate to the market price of 8-10% and have my dad bill his time? But I can almost guarantee that the one headache shareholder would make an issue of this, either claiming that the hourly is too high or my dad is writing down more hours than actually working, etc.

  • Member since 2009 · 155 posts · 41 votes
    15y

    You have an additional wrinkle present in this situation regarding your corporate bylaws. In most closely held family corporate situations there are specific procedures and methods liquidating shareholders.

    You may be over paying a non-majority shareholder wishing to liquidate his shares. He has no leverage regarding corporate operations. There also may be a right of first refusal in place for the benefit of existing shareholders. It would greatly behoove your parents to sit down with a business organizations lawyer to discuss how the "chips" would fall if your parents pushed any of the above options.

    It is also a possibility that it would be an ultra vires transaction by the corporation if you converted the units to condos and the corporation could be sued by the dissenting shareholders. It is very important that your parents and other shareholders do their due diligence before doing something like this.

  • Joel OwensBusiness Member
    Moderator
    Real Estate Broker · Canton, GA · Member since 2010 · 15k+ posts · 11k+ votes
    15y

    How many acres does this building have??

    If it was built in the 60's it might be sitting on a nice piece.

    Back then land wasn't at as much of premium so lower density was used more spread out.You might find the highest and best use for the land to be building a whole new structure with a much higher density.

    The building pattern for the area might have changed and retail might now be the best use for the land.

    You can always hold and have your parents buy out this guy and control a larger piece when the market recovers.

Join the conversationCreate a free account to reply, vote on answers and follow this thread.