“I never get a chance at the really promising properties”, an investor told
me recently. “They’re only available to people who can put in $20,000 or
$25,000 apiece. So if an investment is really good, it’s snapped up by the big
boys long before someone like me can buy a half-unit or two.”
I said, “You probably have friends whose bankrolls are
about the same size as yours. Did you ever think of suggesting to three of them
that each of you chip in $5,000, so you can offer twenty grand for a piece of
one of those big attractive investments?”
No, he hadn’t thought of it. But now he’s doing it, and
gurgling happily all the way to the bank. By pooling their spare cash, he and
his friends sometimes earn three to six times the amount they put in, not
counting the tax benefits.
The strategy of
cash-pooling – sharing ownership through partnerships or other forms of
syndication – is the wave of the future in real estate. During the 1980s it
will be the smartest shortcut to big profits.
A buyer’s market
in real estate is emerging. Property prices have climbed too far too fast.
Asking prices on homes were out of line. We have seen home appreciation come to
a halt in the last few months, and in some areas slide backward … there is
over double the number of properties in the distressed category now as compared
to a year ago, and w have a full-blown buyer’s market.
This trend is likely to last for years to come. Deep-seated
economic forces will continue to cause unemployment and business failures, which
in turn will cause many property owners to sell for whatever they can get.
Today smart investors are putting together syndicates that
can buy big properties. Wouldn’t you rather own 5 percent of a milling-dollar
property than all of a $50,000 house? Big investments tend to be better
investments. Even a $100,000 apartment building is likely to be in bad shape,
while a $10 million apartment complex is prime property – it has usually
better tenants and faster cash flow. Its value rises more steadily. And the
actual risk to its owners is less than in small properties, even though more
dollars are at stake.
Think in millions.
Maybe the biggest buy you’ve made so far is a $10,000 car with $1,000 down and
three ears to pay, but don’t let a string of seven or eight digits scare you.
You can negotiate a million-dollar transaction more easily than a small one,
because the negotiators and lenders will treat you as a Very Important Person.
There are more big properties for sale than there are
qualified bidders. A bank’s high interest rates needn’t deter these bidders.
As I often point out, it’s not how much you pay for the rental of money
that’s important, it’s how much you’ll make from the use of it.
For these and other reasons, I advise you to give thought
to shared-ownership ventures – eventually organizing them yourself when
you’re experienced enough, but probably starting by going into ventures
organized by others when you find good ones.
What is a syndicate?
Don’t be afraid of the word. It has various dictionary meanings, most of which
don’t apply to real estate.
One of my dictionaries, published in 1948, says a syndicate
is “a combination of bankers or capitalists formed for the purpose of carrying
out some project requiring large resources of capital.” A more recent
dictionary loosens up the definition a bit: “An association of individuals
united to negotiate some business or to carry on some enterprise requiring large
capital.” That’s approximately what the word still means in real estate,
although the term “real estate syndicate” has no special legal significance.
It includes any grouping investors for the purpose of buying and owing property
together.
Of course “syndicate” has other meanings too. Newspaper
columnists and comic strips are distributed to many newspapers by agencies
called syndicates, such as the King Features Syndicate or the Times-Mirror
Syndicate. And in recent years some dictionaries have included a more sinister
meaning: “a loose association of racketeers in control of organized crime.”
Put all those connotations out of your mind. There’s
nothing evil about a real estate syndicate. It’s entirely legal, peaceable,
and – if well run – deliciously profitable. To repeat, I think you should
get into one or several syndicates.
In this article, the word “syndicate” means group
ownership of income-producing real estate. It is a tool that investors can use
to make a lot of money, even though they may not have much money as individuals
at the start.
Most syndicates are
limited partnerships, but several other forms of group ownership can also be
called syndicates. Let’s get the less common ones out of the way first.
Suppose five acquaintances sit around shooting the breeze
about possible real estate transaction. Each has $50,000 to invest, we’ll say.
One remarks, “I just heard about a good apartment complex for sale. Fifty
unites, in a fast-growing part of town.”
Somebody asks the price. The owner reportedly wants $1.2
million with $200,000 down. The balance can be carried back on a wraparound
mortgage at 10 percent.
“Too rich for my blood,” one of the five says, “But
wait a minute, why don’t all five of us chip in, and buy it together?”
So the group starts considering possibilities. There are
several ways they might organize themselves.
Forming a
corporation is the first way they think about. An attorney can set up the
Friendly Five Corporation as a legal entity. This corporation could buy and
operate the apartment complex. What would be the advantages and disadvantages?
Here’s one big advantage. Each founder of the
corporation, and any other investors they bring in, would have only “limited
liability.”
That is, they might lose whatever they paid for stock in
the corporation, but no more, regardless of the corporation’s debts. They
can’t be sued individually for anything Friendly Five does or doesn’t do.
In forming the corporation, the five founders might each
put in $50,000 for one-fifth of all Friendly Five stock, so that their
corporation would be “capitalized” at $250,000.
A corporation is a person in the eyes of the law – able
to buy property just as an individual can. But, unlike a real person, it is
immortal; its life doesn’t end unless its stockholders dissolve it, or unless
it is put out of business by the state that chartered it. This gives the
corporate form another advantage: if a stockholder dies, or sells his shares,
the financial structure isn’t affected. Investors can buy or sell shares in a
corporation more easily than in a partnership.
So if our imaginary quintet goes corporate, it signs a
purchase contract with the owner of the complex, and opens an escrow in the name
of Friendly Five Corporation. It makes the $200,000 down payment, keeping
$50,000 in its bank account. When the escrow closes, title is in the name of the
corporation.
The corporation operates the property. The five investors
(or more, if they decide to sell some of their shares) are the stockholders and
probably will become the board of directors, with final decision making powers.
If they choose, they can hire someone else for day-to-day operation of the
corporation.
As a person, Friendly Five Corporation will file its own
tax returns and pay its own taxes. But here we come to some big disadvantages.
If a corporation suffers an operating loss, that loss may
be carried forward for tax purposes, but it can’t be passed through to its
stockholders for use in their own tax returns. The only ways the red ink might
help them financially would be if they sell their stock for less than their
purchase price, and report this transaction as a capital loss – or if they
collect dividends that are ruled non-taxable because of the corporation’s
losses. Even when the corporation nets a profit, the stockholders won’t be
enriched as much as they would through other forms of ownership. You see, the
profit is going to be taxed twice. Not only must the owners pay taxes on
Friendly Five income distributed to them as dividends, but the corporation
itself must pay taxes on its income before it can be distributed. Furthermore,
dividends are taxed as ordinary income, not as capital gains.
Another disadvantage of incorporating is that expenses will
generally be higher than in partnerships. It costs money to go through the legal
formalities of incorporating. And it costs money to do the incessant, voluminous
paperwork required by various government bureaus. You can’t imagine how
tightly corporations are hemmed in by FEPC, OSHA, SEC, FTC, and countless other
federal and sate watchdogs.
There are other small pluses and minuses attached to
incorporating, but let’s just say that for most real estate syndicates, a
corporation isn’t the optimum form.
“So we won’t incorporate,” out five investors agree. “Let’s find a
better way to pool our capital.
A
general partnership is the next possibility. an attorney can draft a general
partnership agreement giving each of them a one-fifth interest in the
partnership, so that there'll be a five-way split of the apartment building's
income and expense. everyone will have an equal say - so in managing the
partnership's affairs - theoretically, at least.