Making an offer when you don't have the numbers: How to proceed?

Making an offer when you don't have the numbers: How to proceed?

Buy-and-Hold Rental Investor · Santa Fe, NM · Member since 2015 · 438 posts · 352 votes

What would YOU do?

My partners have been sending out letters to owners of multifamily buildings we’d like to own. Response, as you can imagine, has been light, but we have heard from at least two owners who have interesting properties to sell. Note that both are over age 70 and looking to retire. They have self-managed and maintained their properties. Records seems sparse and non-computerized. We know the location, the unit mix, and the rent ranges ($800-$900, $1100-$1200, etc.), and he claims that, because of the location, “it always stays full.” But we have nothing else to go on as far as the property’s actual historical performance.

He wants an offer. I want to give him an LOI this week before he calls someone else or a broker. In the past, I've only purchased through brokers, who provided their own pro-forma APODs and applied a too-low cap rate to derive a too-high purchase price. I'd fiddle with the numbers a bit to make sure they were realistic for my plans, then make an offer based on those numbers and the cap rate I was willing to pay. Sometimes, I'd include my APOD to show how I arrived at the number.

But what about when you don’t have even an estimate of the expenses? Seems a little early in the process to be asking for bank statements and tax records, although those will be required in the due-diligence period. If he will even provide real financials to a stranger, it might take quite some time for him to collect them; we could risk losing out to a competing buyer/broker.

How would you proceed to a.) Value the property, and b.) Make him a reasonable offer?

  • Would you spend the time to call him, try to arrange a personal meeting, and try to get to know him? Perhaps trying to build up trust so he will provide the financials now?
  • Would you just get him an offer ASAP, based only on Gross Rent Multiplier?
  • Would you base your offer on the property’s square footage and the average value per square foot in the area? (If we can find that number for 25-year-old multifamily properties.)
  • Would you create your own pro-forma APOD using his claimed average rents and your knowledge of market-average expense rates, then apply a cap rate? In other words, do it all with TOTALLY made-up expenses?
  • Would you show him the pro-forma APOD you made up? If so, would you put in some language in the LOI explaining that we didn't have his numbers, so the purchase price is "subject to" his producing financials that closely support our estimated ones?
  • Would you even bring up cap rates with an 82-year-old owner, who has no broker to ask what it means?
  • Would you just “low ball” him an offer, knowing that might upset him and either have him so ticked off, he walks, or maybe he angrily counters with some astronomical number?
  • Or would you "high ball" him now with a low cap rate (high purchase price) just to get him excited about selling, stop him from calling the competition or a broker, and get an offer in his hand… knowing he will counter with an even higher price? Then, once we have a signed deal at some ridiculous price, and we get the actual financials (probably limited to leases, bank statements and LLC tax returns, in this case), come back and try to "retrade" the price (ask for lower)?
  • Would you just send him a simple LOI with your maximum purchase price and claim it is your "take it or leave it" offer?
  • Would you include multiple scenarios in the LOI: One for cash-only, one for total seller-finance with a reasonable down, and one for a partial seller-finance?

Would love to hear from some other BP’ers who have been in this situation of dealing directly with commercial property owners who’ve indicated a willingness to sell, but can’t/won’t provide enough detail for the buyer to make a truly informed decision. 

Thanks in advance to all respondents! Your input is what makes BP great. 

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Wholesaler · Saint Augustine, FL · Member since 2016 · 328 posts · 98 votes
10y

@Marc C. 

I agree with several other posters that it is important to find out why the owner is interested in selling and create a personal over-the-phone relationship with him. 

I think you are thinking too much into the many options (although I am super impressed that you have thought into it this much and have realized you HAVE this many options). An LOI is simply that: A Letter of Intent. You have shown that your intention is to purchase the property. This isn't tying you down to anything specific. Just get an LOI sent so he understands you are serious.

My take is that if he isn't being terribly helpful with offering financials, maybe he isn't so motivated? I could be wrong. That doesn't mean he won't sell eventually but you'll need to peak his interest by creating that all-important personal relationship where your focus is to help him solve his problem, whatever that may be. Make him feel safe working with you. He wants an offer? Give him an offer. 

I don't know what the deal is in New Mexico, but I know that in Texas the state requires a certain amount of flood insurance on every property due to the risk, making the properties expenses closer to 50%-55%. I am in Florida and flood insurance is not a state requirement, it is only a requirement if you are in certain areas. So if I am analyzing a property that doesn't require flood insurance, I typically guesstimate 45% expenses on multifamily if the seller hasn't provided super concrete financials. I've learned: Always be conservative. 

If I am missing documentation from the owner that could affect my offer price, I always put that in the body of the email that I attach my LOI to. I make sure to let them know that I had to make estimations here...and here.. and that my offer could change based on the availability of concrete information.

Call brokers local to that area and GET THE MARKET CAP RATES. Seriously. It makes a giant difference in the market value of the property when you're evaluating multifamily, which can make a giant difference in your offer.

I don't bring up the cap rates with older owners unless I know they are savvy investors. Just explain that you analyzed based on the income approach. 

I would do everything I could to get the most accurate offer possible rather than highball or lowball him and make sure that you state that in the body of your email. This goes back to what I said before. You tried to give him the most accurate offer you could based on the little info you had. With more info, your offer COULD go up.

Depending on his response, you can go to contract and then during due diligence (when you get your hands on the real numbers and the market value of the property is affected by this new knowledge for better or for worse) renegotiate the price down leveraged by that new knowledge (deferred maintenance, vacancies, actual expenses, etc).

I always include three options. Option one: 100% seller financing option at 5% interest with 5 year balloon. Option two: 85% seller financing at 5% interest with 15% down and 5 year balloon. Option three: All cash at closing with 25% down. (Make sure that the property's cash flow will support the payments on the seller financing options.)

Congrats on finding off market properties, direct to seller. I hope you are able to keep it that way and get these under contract! Assuming they're good deals, of course. Good luck!

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  • Buy-and-Hold Rental Investor · Santa Fe, NM · Member since 2015 · 438 posts · 352 votes
    10y

    Oh, and by the way: I have not seen inside a single unit and probably won't until the due diligence period. (100% occupied). I've driven by it and taken some photos. Seems like a C+/B- quality. My interest is in taking that to an A- and completely changing the tenant base. 

  • Investor · Cocoa Beach, FL · Member since 2015 · 132 posts · 59 votes
    10y
    Great topic and I'm curious to hear the responses. My first reaction would be to go with number one. As you've identified, and probably put first for a reason, he's old school and likely appreciates the connection and a personal approach. Do you general DD and know your range, but find out what he wants: heritage/legacy for his kids, someone to take a real, genuine interest in the property and continue his tradition if excellence (ego), or just move on. From there, you should know what he wants and be able to tie it up for at least 4-6 weeks to do your own DD. That is always my preference and you'd be surprised that you'll still have the inside track, even if he calls someone else.
  • Investor · Orlando, FL · Member since 2016 · 1k+ posts · 780 votes
    10y

    I agree totally with Luke. For the older owners getting to know them better will go a long way to getting the info you need. Typically they don't keep good records but ask to see their bank statement and you can create a financial statement from that. As to see what ever records he does have, especially lease agreements. 

  • Jeff RappaportPro Member
    Specialist · Salt Lake City, UT · Member since 2015 · 533 posts · 378 votes
    10y

    @Marc C., You may be over thinking this!  I can tell you what I do and take from it what you like.  My suggestions are:

    1.  Do a better job of prescreening the seller when you talk to them on the phone.  Ask if there are separate meters.  What utilities does the tenant pay?  Owner pay?  What are the current rents? What kind of condition is the property in?  What type of work does it need?  When was the roof, plumbing, electrical, ac last updated?  Are there washer/dryer hookups or access to one on the property?  What about off street parking?  I think you get the point.  

    2. Put together a LOI for the seller to contemplate. I like to create multiple offers to the seller. I may have 2-3 seller finance offers and a cash offer. When I am talking to the seller on the phone prior to writing this up I am listening for ideas of what might work for them.

    3. Present the LOI. See if there is any interest at this point. If I don't have a clear idea of what the expenses are I will estimate them. I never get the expenses until after we have a signed contract. Keep in mind there will be considerably more expenses involved in 24 unit building than a duplex. If you don't know what to estimate take 40-50% of the gross rents based on the building being entirely full and renting at market rate.

    4.  If the seller is interested in one of your offers either negotiate the details or go directly to a signed agreement.   Make sure you ask for the appropriate due diligence time to get the things done you need to so you feel comfortable buying this property.  Ask for 2 years worth of expenses, rent rolls and even tax returns if you need them.  Make sure to include the deposits will be credited to you during closing and the rents will all be prorated.  

    5.  Once everything is signed dive into your due diligence.  Request everything you need.  Do your inspection and title check.  If things come up that are different than what was discussed or were not disclosed go back to the seller and renegotiate the agreement.   Either the seller will accept your terms, counter or reject.  

    6.  If everything checks out or gets renegotiated proceed to closing.  

    Don't worry so much about the details going in.  Gather as much info as possible and make your offer(s) on what you know or believe.  Just make sure you give yourself some time and contingencies so you can verify everything.  

    Hope that helps!

  • Wholesaler · Saint Augustine, FL · Member since 2016 · 328 posts · 98 votes
    10y

    @Marc C. 

    I agree with several other posters that it is important to find out why the owner is interested in selling and create a personal over-the-phone relationship with him. 

    I think you are thinking too much into the many options (although I am super impressed that you have thought into it this much and have realized you HAVE this many options). An LOI is simply that: A Letter of Intent. You have shown that your intention is to purchase the property. This isn't tying you down to anything specific. Just get an LOI sent so he understands you are serious.

    My take is that if he isn't being terribly helpful with offering financials, maybe he isn't so motivated? I could be wrong. That doesn't mean he won't sell eventually but you'll need to peak his interest by creating that all-important personal relationship where your focus is to help him solve his problem, whatever that may be. Make him feel safe working with you. He wants an offer? Give him an offer. 

    I don't know what the deal is in New Mexico, but I know that in Texas the state requires a certain amount of flood insurance on every property due to the risk, making the properties expenses closer to 50%-55%. I am in Florida and flood insurance is not a state requirement, it is only a requirement if you are in certain areas. So if I am analyzing a property that doesn't require flood insurance, I typically guesstimate 45% expenses on multifamily if the seller hasn't provided super concrete financials. I've learned: Always be conservative. 

    If I am missing documentation from the owner that could affect my offer price, I always put that in the body of the email that I attach my LOI to. I make sure to let them know that I had to make estimations here...and here.. and that my offer could change based on the availability of concrete information.

    Call brokers local to that area and GET THE MARKET CAP RATES. Seriously. It makes a giant difference in the market value of the property when you're evaluating multifamily, which can make a giant difference in your offer.

    I don't bring up the cap rates with older owners unless I know they are savvy investors. Just explain that you analyzed based on the income approach. 

    I would do everything I could to get the most accurate offer possible rather than highball or lowball him and make sure that you state that in the body of your email. This goes back to what I said before. You tried to give him the most accurate offer you could based on the little info you had. With more info, your offer COULD go up.

    Depending on his response, you can go to contract and then during due diligence (when you get your hands on the real numbers and the market value of the property is affected by this new knowledge for better or for worse) renegotiate the price down leveraged by that new knowledge (deferred maintenance, vacancies, actual expenses, etc).

    I always include three options. Option one: 100% seller financing option at 5% interest with 5 year balloon. Option two: 85% seller financing at 5% interest with 15% down and 5 year balloon. Option three: All cash at closing with 25% down. (Make sure that the property's cash flow will support the payments on the seller financing options.)

    Congrats on finding off market properties, direct to seller. I hope you are able to keep it that way and get these under contract! Assuming they're good deals, of course. Good luck!

  • Real Estate Broker · Naples, FL · Member since 2013 · 9k+ posts · 6k+ votes
    10y

    Ask for their income tax return..the part that shows the P&L for the property. 

  • Investor · East Amherst, NY · Member since 2016 · 47 posts · 20 votes
    10y

    You guys must have some very giving sellers.  I have bought many and lost many due to these demands.  The way i look at it is you called them, the ball is in their court, not yours.

  • Buy-and-Hold Rental Investor · Santa Fe, NM · Member since 2015 · 438 posts · 352 votes
    10y

    Thanks to all who posted! BP rocks!

  • Lender · Nat'l Commercial Mtg Lender - Round Rock, TX · Member since 2014 · 916 posts · 235 votes
    10y

    @Marc C.  How do you give an offer when you do not know if the property will cash flow or debt service a mortgage until you see the P&L's aka operating statements?  If the seller does not have operating statements or rent rolls, than most likely this will be a hard money deal to purchase the property until you can show the property can debt service a conforming mortgage.  If you find that the deal is a value added deal, you might get the seller to do a seller carry.  If you have the seller carry, make sure you get a note servicing company to manage your payments to the seller.  The third party note servicing company will save you from getting hurt.

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