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Glossary of Terms
Table of Contents

 

Glossary of Terms

If you are curious, or want to learn more of the housing industry, real estate development or finance "lingo", here are some of the terms you may hear from time to time (we will try to keep adding and updating):

  • Accredited Investor – Accredited investor shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:

    • Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

    • Any private business development company as defined in section 202(a)22 of the Investment Advisers Act of 1940;

    • Any organization described in section 501(c)3 of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

    • Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

    • Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000;

    • Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

    • Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii); and,

    • Any entity in which all of the equity owners are accredited investors.

  • Additional Services.  Usually applied to senior housing and long term care markets.  Refers to the schedule of services a resident may have provided on-site at an additional cost over and above the resident's Basic Services.

  • ADL.  Acronym for Activities of Daily living.  A grouping of key activities each of us does that is used to measure our ability to live non-institutionalized or unsupervised within the community.  These include: feeding, bathing, dressing/grooming, getting outside, transferring from bed to chair and back and self-managed continence.

  • ALCF.  Acronym for Assisted Living Care Facility.  Broad industry grouping term for long term care housing provided at the assisted living level.  Assisted Living Facilities may also be known by a variety of monikers from state to state.

  • Alternative Services Provider Compendium.  Usually applied to long term care housing market.  Refers to an analysis of third party services providers that provide services that serve to increase (or decrease) the demand for a certain type of housing services product within the proposed Project's given Primary Marketing Area.

  • ALZ/ALCF.  A care facility that offers Alzheimer's and/or dementia care for residents at the assisted living licensure level.  Typically these are special care units that may also be referred to as memory care units, memory-impaired care units, dementia units and the like that offer programming and support services that are specifically suited to the unique care and supervision requirements of the Alzheimer's resident.

  • Assisted Living Care Facility.  See "ALCF", above.

  • Amenities Compendium.  Usually applied to the multi-family housing market.  Refers to the on-site amenities and services available to an occupant at no additional charge and those services or features provided for additional charge.  This is used to determine the Schedule of Amenities for the proposed Project.

  • Basic Services.  Usually applied to the senior housing and long term care markets.  Refers to the schedule of services that a particular facility (or proposed facility) offers or proposes to offer as part of the prospective resident's basic monthly residency fee.

  • Black Box Financing.  Usually refers to a sale/lease-back financing arrangement between a merchant builder and an owner/operator wherein the owner/operator is seeking to avoid the liability of operating risks and investment in a new facility development program.

  • Capital Contributions.  Refers to the capital invested in a project or program that is totally speculative in nature and may not be recoverable if the business enterprise should fail.

  • Cap Rate.  Refers to "capitalization rate" - a conversion factor used to determine the underlying value of an income-producing property or business using the income approach to valuation.  Theoretically, the capitalization rate applicable to a property is equal to its EBITDA income divided by its market value.  Capitalization rates are used as a quick reference to determine the market value of a commercial real estate project and are determined by three (3) factors:

    • Market.  What investors are willing to pay for income-producing properties in an arm's-length sale transaction.  This means that properties are grouped (creating a "basket") according to location (region) and asset class (e.g.: apartments, senior housing, hotels, etc.) and transaction sale prices are used as the divisor on the property's EBITDA income stream to determine relative capitalization rates based upon the basket of properties.

    • Band of Investment Method.  This method (less often used) derives the capitalization rate based upon the sum of the costs of capital (i.e.: the percentage and cost of debt capital plus the percentage and cost of equity capital used to finance a transaction) used in the transaction with an assumed equity return rate being used for the equity side "band" and current market interest rates being used for the debt side "band".

    • Elwood Method.  This method (almost never used, but probably more accurate) uses a combination of factors and calculations to derive the capitalization rate takes the reversion factors and internal rate of return issues more closely into account.

  • CBSA.  See Core-Based Statistical Area

  • CDBG.  Refers to the "Community Development Block Grants" program administered by HUD.  This program provides communities and states with additional funding resources for the development of affordable housing, infrastructure, and economic development (business).

  • CMSA.  Consolidated Metropolitan Statistical Areas (replaced by CBSAs to some extent or another).  These are the largest municipalities recognized by the Census Bureau and include the following examples:

    • Houston/Galveston CMSA.

    • Los Angeles/Riverside CMSA.

    • San Francisco CMSA.

    • Chicago/Gary CMSA.

    • New York/New Jersey CMSA.

    • New England CMSA.

    • Baltimore/Washington CMSA.

    • Atlanta CMSA.

    • Tampa/Clearwater/St. Petersburg CMSA.

    • Miami/Ft. Lauderdale/West Palm Beach CMSA.

    • Dallas/Ft. Worth CMSA.

    • Jacksonville CMSA

    • Norfolk/Suffolk/Portsmouth CMSA.

    • Philadelphia/Camden CMSA.

  • Competitive Facilities Compendium.  A term that refers to the number and type of facilities and services that are operating within a given Primary Marketing Area that may impact the viability of a proposed new senior housing (or other facility) program proposal.

  • CON.  Certificate Of Need.  Refers to a finding by the state licensing skilled nursing care that sufficient demand exists to require the construction of additional skilled nursing beds that are eligible for Medicare and/or Medicaid reimbursement.

  • Continuing Care Retirement Community (CCRC).  A senior housing community that offers multiple levels of housing and care.  Typically, this means the community will offer ILF, ALCF and/or ALZ/ALCF and/or SNF care.  If a continuing care community offers a life care contract for services that requires an entry fee, then it is a Life Care Facility and not a CCRC.

  • Core-Based Statistical Area (CBSA).  Term assigned by the United States Bureau of the Census to metropolitan areas having populations greater than 50,000 persons (replaces MSA).

  • Cost Segregation Analysis.  The delineation of all real and personal property into their proper depreciation categories via a physical survey of a subject property in order to maximize distributable cash flow from the commercial real estate property and defer taxable income into a future reporting period.  Click here to view this service selection.

  • Cross-Collateralization.  A common practice in real estate development finance, wherein the lender for one given property requires the borrower to grant the lender a mortgage interest in all other properties of the lender.

  • Cross-Default.  A common practice in real estate development finance wherein the lender for one given property forces the borrower to covenant with the lender that a default on any provision of any other credit instrument of the borrower shall constitute a default on the mortgage or credit instrument provided by the lender.

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  • Demand Analysis.  The process by which the analyst determines the theoretical demand for a given type of housing program for a given period of time.

  • Demand.  Refers to the number of units or beds or new construction a marketing area will theoretically support over a given forecast period.  There are three (3) categories of demand: Net Buildable Demand; Net Demand; and, Gross Demand.

  • Demographics Analysis.  Refers to the process by which the demand for new construction is quantified using estimates of population, sales, etc., for a given area for a given period of time.

  • Distribution Plan.  Usually refers to a legal document that is part of the organizational documents of a royalty limited partnership.  The Distribution Plan of the limited partnership in a royalty limited partnership governs the distribution of partnership income between the General Partner (usually the sponsor or developer of a given program or project) and the Limited Partners (the entities providing the capital investment necessary to execute the Owner's Program).

  • Due Diligence.  The process by which an investment/loan underwriter verifies the claims of a project's sponsor relative to a given project or program.  This process involves an independent investigation that can take months to complete if the data requirements are not fully satisfied at the initial submittal of the proposed Project.  Items of particular note will include a detailed analysis of the proposed Project's anticipated market conditions, competitive environment, anticipated financial results of development and operations, and the Business Plan.

  • EBITDAR - refers to Earnings Before Interest, Taxes, Depreciation, Amortization and Rent.  This is the operating income of a given program or company.  Taxes refer to federal income tax obligations of the company, not real estate taxes or personal income taxes of employees.  Rent refers to ground rent upon which an income producing asset is located and not office rent.  When a transaction includes a leasing of usable facilities, Rent refers to the lease payment.

  • Facilities Compendium.  Refers to a comparison of facilities located within the Primary Marketing Area of the proposed project that are substantially competitive to the proposed Project in terms of services, amenities, unit sizes, pricing and project size.

  • Financial Feasibility Analysis.  The process of analyzing and determining the prospective cash flows for a given project or program based upon historical information relating to an entity, an industry, the market feasibility analysis for the project or program and the goals and requirements of the Owner's Program.  With respect to real estate development and senior housing, this usually includes the development of a stabilized operating analysis to determine the overall operating cash flow potential of a given project, that in turn, provides the framework for a capitalization analysis of the project's development needs, which together with the operating analysis, are then consolidated into a final integrated financial presentation.

  • Forecast Period.  The time period for which a demographics forecast or Demand Analysis is provided (usually 5 years).

  • GO Zone.  Refers to the "Gulf Opportunity Zone" - a defined area in the Gulf Coast area that is targeted for special financial assistance to help with the recovery efforts stemming from Hurricane Katrina, Hurricane Rita, and Hurricane Wilma pursuant to HR 4440 (the "Gulf Opportunity Zone Act of 2005").  Businesses located or developed in the GO Zone qualify for special financing assistance.  This assistance package includes special tax incentives, tax-exempt financing, and/or availability of CDBG financing assistance that cannot be accessed anywhere else in the United States.

  • Gross Demand.  Refers to the pool of cohorts who are income qualified and market qualified for a given housing program type, within a given marketing area for a given forecast period.

  • IADL (IADL's).  Refers to Instrumental Activities of Daily Living.  This is a functional measure of one's ability to support your existence in the community as opposed to having to live in a structured environment.  IADL's include light housework, heavy housework, shopping, meal preparation, telephone usage, personal financial management and walking one (1) mile.

  • ILF (ILF's).  Independent Living Facilities.  Refers to senior rental apartment communities.  Sometimes these facilities are offered in conjunction with other levels of care (such as assisted living or Alzheimer's care, etc.), making them a continuing care community.  ILF's typically provide room, some form of meal service (with options) and assistance with IADL's.

  • Income Qualified.  Refers to households that theoretically meet the minimum income requirements for inclusion in a housing demand pool based upon certain income and cost assumptions.

  • Internal Rate of Return (IRR).  The internal rate of return is the interest rate received for an investment consisting of payments (negative values) and income (positive values) that occur at regular periods.  This is the most common used function in weighing the potential financial rewards of an investment.

  • Life Care.  The provision of care for a flat monthly fee in exchange for an entry fee paid upon entry into the community that is guaranteed for the remaining life of the resident and the cost of residency remains fixed regardless of the level of care required by the resident in the future.  Life care communities typically require the resident to enter into the ILF program as a condition for occupancy.  There are life care communities that offer services at the rental level (no entry fee required) but these have service rates which are based upon market rates for assisted living and higher levels of care and are not fixed.

  • Lease-Up Forecast.  Refers to the forecast of demand that is theoretically achievable based upon estimated and forecasted changes in market conditions for a given type of housing program, for a given period (usually monthly or annually).

  • Market Feasibility Study.  The process by which the demand for a given type of Project proposal is quantified in terms of underlying support within its projected trade area.  This is usually performed by an independent party (a consultant) to the developer for presentation to lenders and investors for the Due Diligence analysis by same.

  • Market Qualified.  Refers to the factors that make-up the theoretical profile of a population grouping for a specific type of housing program.

  • Merchant Building.  A business wherein the core function is to develop and construct new facilities of some type (housing, office space, etc.), with the express intent of disposing of the asset upon completion of construction to a third party via a sale or lease.

  • Metropolitan Statistical Area.  Generally, these are cities with 75,000 persons or more within the United States, but less than 2,000,000 persons.

  • MSA's.  Metropolitan Statistical Areas.  See above.

  • Net Buildable Demand.  Refers to the Net Demand that is penetrable over a given time for a given program type within a given area after all other theoretical reductions have been accounted for in an analysis.

  • Net Demand.  Different people describe this term in different ways (really confusing I think).  However, this generally refers to the demand for a particular type of housing, within a given marketing area based upon income qualified, market qualified, cohorts statistically likely to be available for consideration for the housing program type, after the reduction of the cohort pool is made to reflect the anticipated gains made by competing facilities (current, planned and proposed).

  • Non-Recourse.  A term referring to credit instruments or mortgages that do not require the borrower to personally guarantee repayment and performance of all of the obligations of the borrower's company pursuant to the origination of the credit instrument or mortgage.

  • NRSF. Net Rentable Square Foot (or Feet or Footage).  the net amount of living space in a dwelling or space for the tenants use.

  • Outline Market Plan.  One of the end-products of a Market Feasibility Analysis.  The Outline Market Plan provides the project developer and/or owner/operator with critical marketing data as to the types of marketing mediums, basis of competition (marketing medium content), rate schedules and other related data that is used to determine the overall financial feasibility of a given Project proposal.

  • Owner's Program.  Refers to the conceptual document and/or concept that quantifies the goals and requirements of a given company or sponsorship entity with respect to the operations, marketing, financial, architectural, client/customer, regulatory, construction, development and related activities associated with a new program or project initiative or diversification of a given company.  The process of developing this document becomes the "blueprint" by which sophisticated companies create a corporate culture and communications program that allows the company to properly address all employees, consultants, service providers, vendors and interested third parties, while providing a basis for growth and profitability for the company.

  • Penetration Rate.  Refers to the theoretical number (or percentage) of cohorts that can be successfully attracted to the proposed program.  The higher the penetration rate required to fill a given program, the riskier the project becomes.

  • Primary Marketing Area.  Refers to the geographical area from which a given project or program is anticipated to capture the highest degree of penetration based upon a given set of assumptions (program type, market qualifications, etc.).  In practicality (i.e.: in terms of commercial real estate development based projects) the PMA works out to be the area from which 75% of the expected routine revenues from ongoing operations would be realistically captured.

  • PMA.  See above.

  • Rate Analysis Compendium.  Refers to the analysis of the occupancy and related services charges currently in place within a given marketing area being offered by competing facilities.

  • QIB.  Acronym for Qualified Institutional Buyer. (see below)

  • Qualified Institutional Buyer.  An institutional investor having at least $100 million in liquid capital investment funds available and holdings of at least $500 million.  (think Fortune 500 and you have it)

  • Royalty Financing Program.  Refers to a funding strategy (or scheme) wherein the investors own the assets of the company or project, but the distributable cash flows (the economic gains) are distributed with the sponsor in accordance with a distribution plan that allows the sponsorship entity to realize the vast majority of the long-term financial gains realized from the operation of the project or company, should all events work out successfully.

  • Royalty Limited Partnership.  Refers to a Limited Partnership, properly organized within the confines of state and federal law for the purpose of financing a project or program pursuant to a royalty revenue sharing agreement.  This is commonly used to avoid corporate taxation and eliminate market, business and capital risk elements a project or company would otherwise face in a stock-oriented transaction.

  • Sale/Lease-Back Financing.  A financing program typically provided by REIT's wherein the project developer builds the project using a loan from the REIT (interim loan) and sell the project to the REIT upon completion of construction.  Inter alia with the sale, the developer then enters into an operating lease with the REIT (REIT is Lessor/Landlord, developer is Lessee/Tenant).  This type of arrangement typically results in an increase of financial leverage for the developer.

  • Schedule of Amenities.  Usually applied to multi-family housing market.  Refers to the list of services to be provided to residents of the proposed Project and is predicated upon an analysis of the Amenities Compendium.

  • Sensitivity Analysis.  The process by which a proposed Project is analyzed to determine the Project's viability in the face of changing circumstances beyond the reasonable control of the Projects developer.

  • Services Compendium.  Usually applied to the senior housing market.  Refers to the schedule of Basic Services and Additional Services provided by a given facility or group of facilities within the Facilities Compendium and used to determine the optimal mix of Basic and Additional Services for the proposed project.

  • Skilled Nursing Facilities.  A Skilled Nursing Facility is a facility licensed to provide the highest level of nursing care available outside the hospital setting and is typically licensed for Medicare and/or Medicaid residents.  SNF's are subject to CON regulations in all states and make up a majority of the care plan options available to seniors.  They are typically referred to as nursing homes.

  • SNF.  See above.

  • Staffing Patterns Analysis.  An analysis of a faiclity in terms of how its physical characteristics (layout) lends itself to optimized resident services staffing, the analysis of staffing requirements in terms of patient acuity needs and the development of new staffing programs to effectively manage resident care requirements.

  • Structured Finance.  A term used to describe an organized commercial financing program that provides a set group of due diligence requirements, application steps, and preset acceptance standards.  The term is also used to describe the practice group within large investment banking firms that deals with larger-scale commercial funding transactions (usually $100 million and over).

  • Total Development Cost (TDC).  The sum of hard costs of construction, soft costs of construction, land acquisition, interest charges, points and uses of working capital required to develop, construct and operate a give project to the point where the project is stabilized and requires no further contributions to offset operating and non-operating expenses.

  • Traffic Count Analysis.  The process by which a proposed site is compared and ranked to existing competitive sites based upon roadway traffic flow comparisons to leasing gains made.  This process provides a Sensitivity Analysis that is useful in determining a project's Lease-Up Rate.

 

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