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FINRA Rule 2340 governs how non-traded REITs are allowed to report their estimated
per share values. It requires that the per share value be calculated using data no more
than 18 months old. Rule 2340 requires non-traded REITs to use current estimated
share values (as opposed to par values or initial offering prices) in their customers
account statements 18 months after the initial share offering.
REITs that have large debt burdens may find it difficult to maintain high dividend
payments; investors need to be aware that the debt loads incurred by REITs to support
their dividend and commission levels is a significant drag on future earnings.
One measure of the degree to which dividends are paid from operating cash flows is the
dividend coverage ratio. For REITs, dividend coverage is measured by dividing funds
from operations (FFO) by total dividends paid. This ratio reflects the percent of dividend
payments that came from sources related to the REITs real estate earnings, as
opposed to debt.
A REIT that has a dividend coverage ratio of less than 100% is paying higher dividends
than it is generating in earnings and must support those dividends through debt,
liquidation of assets, or additional investor contributions. Many dividend payments for
non-traded REITs take the form of dividend reinvestment programs (DRIPs); the cash
dividends paid by some REITs exceed operating income. Of the 42 non-traded REITs
tracked by the Direct Investment Spectrum in 2012 only fifteen reported complete
dividend coverage in the second quarter.
Return on equity (ROE) is a ratio of net income to shareholders equity, and represents
the income generated from a particular amount of equity investment. Net profit margin is
net income as a percentage of total revenue, which reflects the profitability of the firm
from sales.
Total asset turnover reflects a REITs efficiency how much revenue it generates from
each $1 of assets. The product of these two ratios is the return on assets, or how much
income is generated by each $1 of investment. The last component in ROE is the
leverage ratio. Since total assets are the sum of a companys total debt and equity, if, for
example, this ratio is 1.5, it follows that 50% of shareholders equity reflects leveraged
borrowing.
The posted share price of a non-traded REIT is commonly kept at its initial offering price
regardless of changes in the underlying real estate portfolio, creating problems.
With up to 15% in commissions and other transaction fees and commissions to be
earned, the sponsor needs discipline in face of a significant incentive to sell as many
In an attempt to ensure compliance with these tests, most REITs include percentage
ownership limitations in their organizational documents. Most REITs do not permit any
one shareholder to own more than at most 9.9% of a REIT's stock without a waiver by
the REIT's board of directors.
The REIT must satisfy two annual income tests and a number of quarterly asset tests
that are designed to ensure that the majority of the REIT's income and assets are
derived from real estate sources.
Annually, at least 75% of the REIT's gross income must be from real estate-related
income such as rents from real property and interest on obligations secured by
mortgages on real property.
Additionally, 95% of the REIT's gross income can also include other passive forms of
income such as dividends and interest from non-real estate sources (like bank deposit
interest). No more than 5% of a REIT's income can be from non-qualifying sources such
as from service fees or a non-real estate business.
A REIT can own up to 100% of the stock of a "taxable REIT subsidiary" ("TRS"), a
corporation with which a REIT makes a joint election that can earn such income.
Quarterly, at least 75% of a REIT's assets must consist of real estate assets such as
real property or loans secured by real property.
Although a REIT can own up to 100% of a TRS, a REIT cannot own, directly or
indirectly, more than 10% of the voting securities of any corporation other than another
REIT, TRS, or qualified REIT subsidiary ("QRS"), a wholly-owned subsidiary of the REIT
whose assets and income are considered owned by the REIT for tax purposes.
A REIT cannot own stock in a corporation other than another REIT, or a TRS or a QRS,
the value of whose stock can comprise not more than 5% of a REIT's assets. Finally,
the value of the stock of all of a REIT's TRSs cannot comprise more than 25% of the
value of the REIT's assets.
In order to qualify as a REIT, the REIT must distribute at least 90% of the sum of its
taxable income. To the extent that the REIT retains income, it must pay tax on such
income just like any other corporation.
In order to qualify as a REIT, a company must make a REIT election. The REIT election
is made by filing an income tax return on Form 1120-REIT. Because this form is not due
until, at the earliest, March 15th following the end of the REIT's last tax year, the REIT
does not make its election until after the end of its first year (or part-year) as a REIT. If it
desires to qualify as a REIT for that year, it must meet the various REIT tests during that
year, with the exception of the 100 Shareholder Test and the 5/50 Test, both of which
must be met beginning with the REIT's second taxable year.
Finally, the REIT annually must mail letters to its shareholders of record requesting
details of beneficial ownership of shares. Significant monetary penalties will apply to a
REIT that fails to mail these letters on a timely basis.
Private Placement Advisors LLC is a group of JOBS Act experts who draft and
file disclosure and offering documents for review by regulators and investors.
We write and produce pitch decks and assist clients in investor
presentations. Managing partner Douglas Slain, a Stanford Law graduate
with big firm experience, authored the 10-volume Private Placement
Handbook Series.