Friday, December 6, 2013

A Smarter Way To Build Enterprise Value - Venture Leasing

By Frank Miller


During my tenure as a dealer principle, I had a conversation with an office equipment leasing company executive. We were discussing the return of a large population of multi-function copy equipment from a mutual customer. For this customer, my dealership had stayed on top of all the lease requirements for notification of intent to return equipment at lease expiration. On my customer's behalf, I was making the arrangements for the return of the equipment. The leasing company executive was reluctant to provide return authorization information for the equipment.

Commercial leases can be described in four categories: gross, modified gross, triple net, and absolute net. A gross lease does not require the tenant to reimburse the landlord for any of the expenses that the landlord might incur in operation of the premises. Under a gross lease, the tenant pays base rent and the landlord absorbs all costs for common area maintenance ("CAM"), real property taxes, landlord's insurance, and other charges associated with the operation and maintenance of the property. A modified gross lease typically requires the tenant to reimburse landlord for "pass through" costs over a stated expense stop or base year. For example, the tenant may be required to reimburse landlord for all CAM over $4.00 per square foot, or alternatively, the tenant may be required to reimburse landlord for all CAM in excess of base year 2005. In most situations, the commercial tenant will be asked to sign a "triple net" lease, which requires the tenant to reimburse landlord for CAM, real estate taxes, and landlord's insurance. The "pass through" costs included in a "triple net" lease can vary, and can include additional items other than just CAM, taxes, and insurance. Thus, a prospective tenant will be well served to review a proposed lease with counsel to ensure that tenant understands the nature and type of pass through costs it will be expected to absorb under the lease. Also, in certain circumstances, a landlord may utilize a "net" or "absolute net" lease, which requires the tenant to absorb ALL costs of maintenance and operation of the property, including capital expenditures and major repairs. Typically, an absolute net lease is utilized where the tenant is the sole and 100% occupant of the building - for example, a restaurant or an office building occupied by one tenant.

Generally, a major round of equity capital raised from credible investors or venture capitalists makes venture leasing viable for the early stage company. Lessors structure most transactions as master lease lines, permitting the lessee to draw down on the lines as needed throughout the year. Lease lines usually range in size from as little as $ 200,000 to well over $ 5,000,000, depending on the lessee's need and credit strength. Terms are typically between twenty four to forty eight months, payable monthly in advance. The lessee's credit strength, the quality and useful life of the underlying equipment, and the lessor's anticipated ability to re-market the equipment during the lease often dictate the initial lease term. Although no lessor enters a leasing arrangement expecting to re-market the equipment prior to lease expiry, should the lessee's business fail, the lessor must pursue this avenue of recovery to salvage the transaction. Most venture leases give lessees flexible end-of-lease options. These options generally include the ability to buy the equipment, to renew the lease at fair market value or to return the equipment to the lessor. Many lessors limit the fair market value, which also benefits the lessee. Most leases require the lessee to shoulder the important equipment obligations such as maintenance, insurance and paying required equipment taxes.

Leasing companies do frequently (usually quarterly) send equipment vendors a list of their lease portfolios with that leasing company in hopes the vendor will upgrade the customer's equipment and extend the customer's leasing relationship with the leasing company. If the equipment vendor is paying attention to their customer base, they will notify you of the approaching lease expiration (and try to upgrade your equipment). If an equipment lease renews, this makes it very difficult (read expensive) for a competing equipment vendor to economically upgrade the equipment before the expiration of the renewal term. This strategy was constructed intentionally to give the incumbent equipment vendor (and leasing company) a financial advantage in upgrading the equipment before the expiration of the renewal lease term. A lease renewal limits your options, which is never good for you. Only the incumbent equipment vendor who agrees to use the same leasing company can upgrade equipment on a renewed lease without penalty. Any other combination of equipment vendor and/or leasing company will have to pay the remaining payments of the renewed lease term (usually 12 months).

After determining that the management team and venture capital investors are qualified, venture lessors evaluate the start-up's business model and the market potential. Since most venture lessors are not technology specialists - able to assess products, technology, patents, business processes and the like - they rely greatly on the thorough due diligence of experienced venture capitalists. But the experienced venture lessor does undertake an independent evaluation of the business plan and conducts careful due diligence to understand its content. Here, the lessor generally attempts to understand and concur with the business model. Questions to be answered include: Is the business model sensible? How large is the market for the prospect's services or products? Are the income projections realistic? Is pricing of the product or service sensible? How much cash is on hand and how long will it last according to the projections? When is the next equity round needed? Are the key people needed execute the business plan in place? These and similar questions help determine whether the business model is reasonable.

In addition to base rent, the tenant customarily will be asked to pay "additional rent", which constitutes pass-throughs (CAM, taxes, and insurance) and any other charges that landlord might deem to include in your lease. CAM, pass-throughs, and other charges reimbursable under the lease are the primary source of tension in the modern commercial landlord/tenant relationship. The tenant wants the certainty of knowing what his rent and charges are going to be on a monthly and yearly basis. The landlord wants protection from unexpected rises in taxes or the costs of providing services to the property. The key: read your lease and KNOW every charge you will be faced with once your tenancy begins. In the retail context, in addition to base and additional rent, the prospective tenant is often asked to pay landlord a percentage of tenant's gross sales on a monthly or quarterly basis. The landlord usually justifies these charges as a necessary component of compensating landlord for providing a vibrant mall or strip center for tenant to conduct business. In most commercially viable retail property, payment of percentage rent is unavoidable. However, the "breakpoint" and amount of percentage rent should be negotiated.




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