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Most banks have long memories and it’s those past experiences, which in all probability resulted in the writing off of a bad debt, that tend to have a strong influence on the executives responsible for writing the banks lending policy.
One such area of contention is the issuing of second mortgages and in most cases the approach by banks is consistent, driven by those past bad experiences.
So while there are sound arguments as to why it might actually be in the banks interest to allow a second mortgage, most credit/risk manager default to a position that will not impact on their security position and it takes some very careful negotiations to convince them to do otherwise. So lets look at the reasons why they have those concerns.
The bank does not think the developer has enough money – as the saying goes “If you want it they won’t give it to you and if you don’t want it they throw it at you”. It is true in most regards, that when considering a project a bank wants to be working with a sponsor who has the ability to invest the full equity requirement, also referred to as ‘skin in the game’, and a capacity write a cheque in the event of any unforseen cost overruns.
However, many smart sponsors choose to use Other People’s Money (OPM), usually so that they can get the best return on their funds by investing across multiple opportunities. So it is very important that the financial strength and experience of the sponsor can be demonstrated to the bank even if it is not all to be committed to the project in question.
Utilising second mortgage funding in order to expand the number of projects they can undertake is a smart way for a sponsor to leverage their return on equity provided they can show an ability to meet any unforseen financial pressures along the way. It is critical to give the bank a clear understanding of why the second mortgage funding is being used but also provide statements of position, group cash flows and approved standby arrangements to support the sponsor’s ability to meet their ongoing commitments to the project in question.
The Bank does not want any potential impediments to it realising on its security – In the event that things go wrong during a development, the bank will in most instances look to recover its exposure by disposing of the security via a quick sale rather than undertaking a lengthy workout. Even in the case of a development project, banks do not want to ‘take control’ of a project unless absolutely necessary and will usually appoint a receiver or administrator to undertake the exercise of completing the development and sale as soon as practicable with the minimum of additional expenditure.
Their concern is that where there is a second mortgage in place (and dependant on the terms of any priority agreement in place), the potential exists for that mortgagee to frustrate the actions of the bank by arguing that those actions prejudice their security position. Alternatively, while there may be no default or cause for action on the banks part, the second mortgagee may decide to take action under its securities which forces the banks hand to either take its own action in priority to the second mortgage or pay out the second mortgagee in order to gain full control. Both of these scenarios played out during the GFC and previous market corrections, continuing to make all banks hesitant about transactions involving second mortgages.
One way to address these issues is to have a reputable second mortgage provider who the banks are comfortable with and trust not to take any extreme actions during the life of the project. Additionally, the banks will require the second mortgagee to sign a priority agreement which in effect cedes all of its rights to the first mortgagee while its debt exists, effectively preventing the second mortgagee taking any action that the first mortgagee does not want to occur.
Developers skin in the game – As previously mentioned, all financiers, be they first or second mortgage providers want to see that the developer has an appropriate amount of their own “risk” money in the project – the view being that the developer will be more likely to act in the right way if they have an appropriate amount of their own cash at risk in the project. The current view is that the developer must be providing at least 10% of the required capital stack in a project.
In the eyes of the banks, this is a different risk to having a capacity to meet your obligations as detailed previously. This is about ensuring that the customer is motivated to act quickly to deal with a problem that requires either financial or physical action when it occurs and their concern is that if the equity at risk is sourced via a second mortgage provider then:
There is less motivation for the sponsor to take the required action and they have no power to require the second mortgagee to act or input further equity.
In fact it is often the case that the second mortgagee is a passive syndicate of investors with limited ability to raise additional funds or make quick decisive decisions which leaves the bank having to deal with the problems associated with the projects but also having to be conscious of not acting in a way which is prejudicial to the interest of those investors which is a complication they do not relish.
In summary, banks tend to view all second mortgages as complicating transactions rather than adding value as their interests are not always aligned with those of the borrower and it is therefore a negotiating exercise that requires a complete understanding of the interests of both sides. At HoldenCAPITAL we are often required to obtain a senior banks consent to a second mortgagee position in order to get the best outcome for our client. We do this by clearly demonstrating the positives that the structure brings to the transaction and how the risks will be dealt with.
 
This article was written by Dan Holden of HoldenCAPITAL, who are a bespoke construction finance firm, they arrange construction finance and invest in projects through their equity fund, Queen Street INVEST. To discuss your project finance requirement please call (07) 3171 4200 or visit HoldenCAPITAL <a href="https://www.holdencapital.com.au" target="_blank">here</a>.
 
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Why the bank won't let you have a second mortgage

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Currently we are seeing a constant barrage of articles from all sectors of the press and social media regarding the onset of an impending financial readjustment or even a collapse, with some arguing it will be worse than the last GFC.
There are many areas being pointed to as the likely root causes or triggers for this financial Armageddon and most are driven by international triggers well beyond our control, however the potential ramifications on our markets are being touted as devastating and even their potential occurrences are impacting our day to day business confidence.
One key area of influence that we have touched on previously is the impact of the post GFC capital requirements on our banks and how that impacts their appetite for construction lending. It is important to understand why this is happening but of more importance is what you need to do to ensure your business is not adversely impacted.
While the changes in bank policies towards construction lending will fluctuate within certain low risk parameters, these overriding regulatory requirements are not temporary responses to a specific event; they represent an ongoing constraint that will impact the pricing and structure of all future loan transactions and represent a new world order in construction finance.
Fundamentally this is because Australians have an expectation that their savings accounts will always be there when things get tough and they expect their politicians to ensure that this is so. No political leader wants to be explaining why they allowed unscrupulous lenders to lose the hard earned savings of their Mum and Dad depositors.
Accordingly, Governments of both persuasions continue to apply pressure on the major banks via the available regulatory levers to ensure that their contingent exposure to underwriting a portion of the banks deposit funds is appropriately controlled and that the banks risks are “well managed”.
History tells us that during booms, lenders can get over-excited and sometimes leads to being careless in the race to secure a share of the profits being generated as markets run hot, and then as it peaks and the signs are there that risks are increasing, the temptation to do “one more deal” often leads to losses.
The regulatory requirements being imposed on the banks are designed to minimise this risk and this is demonstrated by the recent changes seen their attitude towards construction lending that has been substantially pared back to ensure that they maintain appropriate capital reserve exposures.
Putting aside the question of the profitability of these types of loans to the major banks which we have also addressed in a previous paper, all bank loans of this type are now assessed on deal-by-deal basis with all the relevant factors input into a complex risk model in order to monitor the banks risk profile as prescribed by ASIC. As a consequence, there are far fewer “discretionary” decisions available to your bank manager when he deals with your application, which also reflects the lower risk appetite now prevailing amongst the major banks.
As a result of all this, developers can no longer expect their regular bank will provide the necessary funding just because “they have always done it in the past”. 
As many are learning, the fact that you may have had a 30+ year sound relationship with your bank is of no consequence and does not guarantee they will lend you money when you ask them for it, or on the terms they previously have.
With the banks limiting their exposure to the sector and pricing risk far more keenly than in the past, there is now a wide range of alternative providers of debt, equity and all the permutations between entering the market.
The challenge for tody’s developer is identifying which ones best fit both their business and specific project needs. This in turn requires a readjustment of expectations as to what constitutes an appropriate finance cost when assessing project viability.
While all this sounds like the industry has become a lot more complicated, and in some ways it has, it also means there are far more options available to Developers, enabling them to fulfil their project ambitions and maximise their available capital.
As a consequence, knowledge of all these competing options is a critical prerequisite to getting the best outcome. Even more importantly, engaging the right finance consultant who can navigate your transaction through to a successful conclusion, just as you would with any specialised requirement such as town planning or engineering solutions, is the key to securing funding and ensuring a profitable outcome for your next development.
As always, your success is directly related to how well you adapt and deal with change and as the saying goes, there is nothing surer than change. So make sure that you are setting your expectations at the appropriate levels and getting sound advice.
This article was written by Dan Holden of HoldenCAPITAL, who are a bespoke construction finance firm, they arrange construction finance and invest in projects through their equity fund, Queen Street INVEST. To discuss your project finance requirement please call (07) 3171 4200 or visit HoldenCAPITAL <a href="https://www.holdencapital.com.au/" target="_blank">here</a>.
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Development finance new world order: Resetting your expectations for success

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We often see small to medium sized property developers struggle for cash flow and, in our experience, it is the single biggest reason for developers going under and as they say, “cash is king”!
The very nature of property development is that a project will only incur costs throughout its lifecycle until the construction is complete, titles are available and the properties are sold and settled.  In most cases, this process takes some 12 to 18 months and that is a long time to be expending money, even if it is borrowed and not receive any income. 
By definition property development is a capital-intensive and cash flow poor industry and developers who don’t have an ancillary business that provides them with an alternative source of income need to work smarter at what they do.
Some property development cash flow strategies to consider
1.    Be smart and replace some of your equity during the project lifecycle
How and when you utilise your capital can greatly reduce the demand on your cash flow and it is important to remember that in most instances, project risk reduces as the project progresses. It therefor follows that the earlier in the project timeline that you borrow money, the more expensive that money will be. 
Obviously, the most capital-efficient way would be to use other people’s money (OPM) as much as possible, however that comes at a cost and delaying the point in time when you ustilise OPM will reduce this cost.
As an example, in the current market environment the cost of funds for any ‘non-mortgage secured’ money i.e. risk equity, will reduce over time as shown below:
2.    Schedule projects efficiently
If you only have enough equity to develop one project at a time the ability to maintain a consistent flow of projects and resultant profits is significantly reduced. By taking advantage of the above principals you may be able to make an “equity redraw” and introduce OPM to replace some of your existing equity once you have secured the development approval and some pre-sales.  This will then allow you to utilise the capital released to secure your next project without having to wait until the current project is completed.
This approach leverages your equity to make it work more efficiently as well as bringing forward the income streams for future projects and there for improving your cashflow by shortening the timing between project completions and the resultant profits.
3.    Keep your overheads low
A very effective strategy many small to medium size Developers use is to engage a multitude of project-specific consultants. By doing this, those consultants are a direct cost to a specific project and the developer avoids carrying ongoing salaries as part of his overheads. In some instances there is also the potential to delay some of the payment for the costs involved to coincide with project milestones further improving the project cashflow.
4.    Include a Development Management Fee
By including a development management fee into your project feasibility, you allow yourself to receive income during the project lifecycle. In many instances, the first mortgage construction finance provider will allow a periodic development management fee to be advanced from the loan as part of the professional fees but remember that it needs to be kept reasonable, reflecting your contribution to the project.
5.    Negotiate your settlement terms
During the early stages of a typical development project lifecycle, the most capital-intensive part will be the settlement of the development site. By negotiating favourable settlement terms, you can potentially delay paying for the property until you have substantially removed the Approval risks associated with it. This in turn will improve the funding costs and the project cash flow in general.
6.    Have a safety net
If possible, have another business that you can operate in parallel with the development operations. This applies more to smaller businesses that are largely undertaking one project as a time and do not have the capital to smooth out the resultant cash flow lumpiness. Having a small income generating business that requires minimal capital and operating overheads such as a real estate rent roll, small equipment hire business or similar means that when the market is in a serious downturn and you need to be able to just “sit on the beach” and wait it out, this alternative income can be a real godsend.
All of this is important but the real challenge is to actually put it into practice. Sitting down with your accountant and lawyer is a good start but they tend to be reactionary and can only provide some of the answers. 
A critical piece of the process is having a clear understanding of the finance and capital structures that are actually available to you and then building your strategy around the reality of those solutions rather than developing a concept and then having to compromise it to meet the market realities. This is where a professional construction finance broker can really add value to your business so the real question is, will you do something about it today or wait until it becomes a regret?
This article was written by Dan Holden of HoldenCAPITAL, who are a bespoke construction finance firm, they arrange construction finance and invest in projects through their equity fund, Queen Street INVEST. To discuss your project finance requirement please call (07) 3171 4200 or visit HoldenCAPITAL <a href="https://www.holdencapital.com.au/" target="_blank">here</a>.
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Cash flow the biggest killer of property developers

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From time to time we’ll see a first time developer who has worked up a project to the stage of it being good enough to be considered by a funder, however they are short on equity.  
Who better to approach than people who already know you and trust your ability? They have seen you cook a good steak on the BBQ, which you assembled without the instructions, so if you can build a flat pack BBQ without stuffing that up, how much harder can it be to build a 5 storey residential tower?  
Often a first time developer facing this kind of scenario will approach family and friends to raise the equity required to get the deal over the line. But given the relationship that the developer has with these ‘investors’, these form of equity loans are never documented properly, if at all. Time and again we hear the response, no need “He’s a mate and a good bloke” or “What could possibly go wrong?”  
Well here are some reasons not to lend money to, or borrow money from, friends and family: 
1. The Loan Has No End Date and sometimes no interest rate.  These are not really loans in the true sense, as they tend to have no fixed repayment date and often don’t include an interest rate on the loan. So the friend doesn’t know when their money will be returned and the borrower often doesn’t know when exactly the project will be finalized and when he can repay the loan.  
This leaves both parties in limbo and doesn’t set any firm expectations. But as time passes and the inevitable delays roll out, the uncertainty can lead to stress in the relationship as the borrower worries that the lender expects repayment and the lender worries about when or if they will be repaid.   
Alternatively, the borrower may not realise that there is a sense of urgency to repay the loan and without a deadline; it becomes their last priority. The developer won’t face any repercussions for not repaying such as late payment charges, a higher interest margin or a negative impact on their credit score. Without the threat of penalties, they have no motivation or urgency to repay.  
2. It’s Always Difficult to Ask for the Money Back  It can be difficult to request repayment of a loan from a friend or family member. More than likely, the lender cares about the borrower and doesn’t want the borrower to feel awkward. The lender may continue to worry about loan repayment and thus shut down some or all communications with the borrower in order to avoid talking about the loan.   
3. It Can Make Social Events Awkward  Family get-togethers or social events can suddenly become very uncomfortable situations. The borrower may feel a need to avoid the lender for fear of discussing the situation, especially if they can’t add any certainty to a time to resolve the matter. Other family members who know about the loan can also become drawn into the situation with disastrous results. 
4. The Borrower May Ask for More  Once you have lent money to a friend or family member, this person may return when he or she needs more money. In addition, other friends and family members may also ask you for a loan. It’s always easier when they know you’ve loaned money before.  
6. You Might Need the Money Yourself  You definitely want your money returned, but your circumstances can also change and you may need your money now! What if you lose your job and you spend your entire emergency funds while searching for a new job? What if repayment of the loan marks the difference between you keeping your house or losing it to the bank? Not receiving repayment of the loan in a timely manner might spell disaster for you and your family. 
7. You Could Lose Your Money and Your Relationship  
If you lend money to a friend or family member you need to be aware that you may not get your money back and your relationship may never go back to normal. This will cause tension between you and the borrower, and may also cause guilt, remorse, and anger amongst others who are related to you both. 
In summary, if you are considering lending money to a family member and want it to be treated as a loan rather than a monetary gift, there are a few things that should be done: 
<ul>
<li>Seek legal advice to ensure that your agreement is properly prepared and correctly reflects the intentions of the parties; </li>
<li>Ensure that all parties to the loan are named in the loan agreement; </li>
<li>Ensure that the loan agreement is correctly signed and is dated by all of the parties; </li>
<li>Be specific and include the amount of the loan, whether interest is payable and the dates for repayment; </li>
<li>Specify what is to happen if the interest is not paid or repayment is delayed. You also need to agree what your rights will be if these events happen. </li>
<li>Consider registering a mortgage or a caveat to secure the loan; and </li>
<li>Ensure that each party to the loan agreement keeps a copy of the loan agreement in a safe and easily accessible place. </li>
</ul>
These suggestions may seem like overkill when you are dealing with friends or family and may be difficult to discuss initially, but if handled in the right way, with the approach that “these things protect both of us, not just me”, they may prove invaluable in the long run.   
After all, nobody wants to be thought of as the third alternative in the categories of the three “F’s”.
This article was written by Dan Holden of HoldenCAPITAL, who are a bespoke construction finance firm, they arrange construction finance and invest in projects through their equity fund, Queen Street INVEST. To discuss your project finance requirement please call (07) 3171 4200 or visit HoldenCAPITAL <a href="https://www.holdencapital.com.au/" target="_blank">here</a>.
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The three F’s of dumb capital – family, friends and fools

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The lure of a pot of gold at the end of the rainbow certainly attracts many property developers.
The promise of large tranches of cheap off shore funding with minimal strings attached and for no particular reason they have chosen your project to invest it in. Who could resist? Often, when it all seems too good to be true, it usually is.
The finance industry also has its share of doubtful operators who specialise in taking large upfront fees while offering developers the promised pot of gold, and while these overnight finance ”experts” have a case to answer, I struggle to sympathise with the developer who heard what he wanted to hear and proceeded to run head first into a brick wall under his own steam.
The combination of the developer’s entrepreneurial spirit, optimism and confidence that they have the skills to deliver the project while overcoming all the potential obstacles, gives them the courage to borrow millions of dollars to turn a piece of land into something the market will buy.
And those qualities are all admirable and contribute to their successes, particularly when you consider that the majority of Australians will spend their whole lives in employment, reliant on a weekly pay cheque and that less than 1 on 4 take the leap to start their own business.
However, of all the business opportunities that you could take on, like buying a franchise, leaving the big firm and starting your own consultancy, or opening a café, only a select few take on the risks of property development.
Risking substantial capital and borrowing significant debt just to make a pre-tax profit of between 18-25% on the total funds utilised! Frankly, I take my hat off to those property developers because there are a lot of obstacles to overcome and a lot of variables that can go either way.
They say “the harder you work the luckier you get” but it is this innate sense of optimism peculiar to developers that seems to enable them to take on these levels of risk and more often than not win.
Unfortunately sometimes that optimism goes into over-drive or is born out of naivety and many developers live by the mantra “think big and multiply” only to hit an even bigger wall.
The problem with all this optimism/naivety is their reliance upon those factors at play outside of their control, and the amount of energy and time spent chasing those rainbows. Imagine if they put that energy and time into the core elements of their business creating a better product and the mechanisms to sell and deliver it?
Having seen quite a few developers chase those rainbows I thought about what in particular motivates an otherwise smart person to throw $20,000 - $50,000 in non-refundable application fees at a so called expert finance broker who has no fixed office address or one who has just appeared in town with a “cheap offshore funding” offer, neither of them with even one reference from a happy customer.
The only answer I could come up with is that ultimately they want “Dumb Money”, that in return for a modest dividend/profit share/interest rate doesn’t ask questions and leaves them to largely do as they please with the funds.
But the truth is that if their project was that good and the returns they were offering truly reflected the market risks, a local investor would be more likely to open their chequebook.
What we constantly observe is investors looking to max their return while taking as little risk as possible, which is only natural, while the developer chases large chunks of naïve money that they can manipulate to only provide low returns for what is actually a higher risk than they appreciate. While this reflects typical market forces at work, I question the level of the so-called sophistication on both sides of the equation.
Some people find satisfaction in making money through others losses, but a zero sum game where one party loses and other wins happens all too often in business, including development. As Henry Ford apparently said, “a business that makes only money is not a good business’.
I don’t believe that it is too idealistic to think that deals can be structured in such a way that both parties can win. While Mr Developer can argue that those investors would only otherwise be getting 2%pa in the bank, the fairness comes into it when you compare the risk of that return versus the risk their money is exposed to and the reward being paid.
I have made the case in a previous commentary that developers need to work harder on ensuring that they secure the services of skills consultants/advisors in those areas where they lack the necessary expertise in order to ensure they achieve their targets and this is another instance where too much energy is expended on saving a cost that is disproportionate to the projected outcome.
We are lucky that in Australia there is quite a deep market of passive investors willing to take equity positions on development projects. So it makes you wonder what developers could achieve if they used the right consultants and redirected their energy/time into enhancing their core skill sets, how much more successful their business would be in 5-10 years from now?
This is not to say that you should just accept the finance framework that is offered to you by your local bank manager. The HoldenCAPITAL business is based around pushing boundaries on finance to optimise project profits, we certainly don’t recommend that you don’t base your whole business model around that elusive pot of gold sitting at the end of the rainbow.
This article was written by Dan Holden of HoldenCAPITAL, who are a bespoke construction finance firm, they arrange construction finance and invest in projects through their equity fund, Queen Street INVEST. To discuss your project finance requirement please call (07) 3171 4200 or visit HoldenCAPITAL <a href="https://www.holdencapital.com.au/" target="_blank">here</a>.
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Dan Holden

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