Case Study Flashcards

1
Q

Was Shake Shack ever trading at a loss?

A

No, but income was completely diminished and they still had outgoings to pay like rent, service charge etc

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2
Q

How was the lease regear mutually beneficial?

A

Tenant: 9-month rent free, good location and free from historic debt

Landlord: T to remain in occupation to 2030 at increased rent, and another rent review in 2025 and could even renew lease at contractual lease end (outside act so simple negotiation)

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3
Q

Did postponing rent review from 2020 to 2021 help client with investment value?

A

Not in the short term, but in the long term it is likely to

Open Market RR mid pandemic would have been unlikely to produce £175k pa rent

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4
Q

What was the construction of the office and retail property?

A
  • built in 1930s
  • 9 storey building (2 basements and 6 above ground)
  • steel frame construction with ornate stone façade and double glazed windows
  • office has reception area and is Grade A with raised floors (150mm void), suspended ceilings (350mm void), shower and locker facilities, and DDA compliant lifts (lower buttons & braille)
  • retail unit was visible from high st and rectangle shape with depth about 3x the width
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5
Q

What defects are common in units like Shake Shack?

A
  • dry rot
  • wet rot
  • damp penetration
  • structural movement around windows
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6
Q

How did you inspect Shake Shack in accordance with RICS Surveying Safely?

A
  • section 6 covers inspection
  • I confirmed I had the competence, knowledge and skill to complete the inspection
  • I assessed the risks prior to attending the site and noted there were very few, the main one being slip/trip hazards
  • I ensured I would personally be safe on site because I went with my manager, took a charged mobile phone and made my other colleagues aware of my location and when I was due back
  • I was aware of the ‘safe person’ concept whilst on site which meant I was responsible for my own, my colleagues and others health and safety
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7
Q

How did you measure Shake Shack in accordance with the Code of Measuring Practice?

A
  • I determined I would need to use NIA for valuing a retail unit
  • I reviewed the examples in the Code of Measuring Practice as well as the NIA definition
  • I measured the useable area and measured to the internal face of the perimeter walls but excluded toilets, cleaners cupboards and areas under 1.5m in height
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8
Q

Why did you use overall NIA basis for measuring Shake Shack rather than zoning?

A
  • zoning is valuation technique used for comparing retail units with different frontage to depth ratios
  • all my comparable evidence was on NIA basis, rather than ITZA
  • likely due to small size of retail units
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9
Q

If the unit had been larger, how would you have used zoning?

A
  • I would have halved back in zones of 6.10m/20ft to express the floor area in terms of Zone A
  • I would have then multiplied by the market rent per sq ft at the Zone A rate
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10
Q

If Shake Shack had had a return frontage, how would you have dealt with it?

A
  • I could have added an uplift for the depth of the return, depending on the pedestrian flow EG 5% uplift
  • if the pedestrian flow had been equal, then the whole unit would have become Zone A
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11
Q

How would you have measured the lower floor storage area if you had used zoning?

A

I would have taken a fraction of Zone A for the basement area

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12
Q

If there had not been a PMA in place, how would you have agreed terms of engagement and fees?

A
  • for terms of engagement would have identified clients, assets, currency, purpose of valuation, basis, investigations and limitations, assumptions and special assumptions
  • for fee, this could have been calculated on an hourly rate, or been a fixed fee, or been a percentage of the reported valuation figure
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13
Q

How did you ensure anti money laundering (AML) checks were up to date?

A
  • Workman Compliance Officer emails client every 3 months to check whether there has been any change in ownership (rare)
  • had name, company number and registered office address for LL, and had confirmation they were registered with HMRC
  • this was all confirmed when we were first instructed
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14
Q

What did the client accountant look for in the internal credit check?

A
  • internal Workman client accountant carried out external credit check using CreditSafe which gives rating between 100 (low risk) and 1 (high risk) - predicts how likely a company is to fail in next 12 months
  • assessed Shake Shacks creditworthiness based on their Company Registration Number
  • assessment is based on balance sheet, outstanding debt, payment history etc
  • score was low, at 30 whereas in 2015 when the T took on the lease the score was nearer 90
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15
Q

How did you determine Shake Shack covenant strength?

A
  • looked at profit and loss account
  • shows income and expenditure over a year
  • income = sales
  • expenditure = cost of goods, salaries, cost of running business (insurance, electricity, rent etc)

Compared to previous year profits and saw they used to be higher

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16
Q

What’s included in void costs?

A

Insurance, service charge and business rates

17
Q

What type of Rent Review was it for Shake Shack?

A

Open Market Rent Review

18
Q

Examples of other types of rent review?

A
  • open market rent review
  • stepped rent review
  • index linked rent review
  • turnover rent review
19
Q

Can you talk me through the rent review for Shake Shack?

A
  • agreed terms of engagement, checked competent and checked conflict of interest
  • checked lease which stated open market rent review with usual assumptions and disregards
  • inspected and measured
  • found comparables
  • did calculation and made recommendation
20
Q

What was the purpose of the update to the Use Classes Order in September 2020?

A
  • provide more flexibility
  • provide greater freedom
  • buildings can change use without planning
  • Class E = shops, restaurants, cafes, gyms, nurseries, health centres, professional / financial services
21
Q

If an assignee had been found, how would you have organised the assignment?

A
  • already checked lease
  • request undertaking for costs from Shake Shack
  • check assignee covenant strength
  • check it AGA / rent deposit / guarantor required
  • check if reasonable grounds for withholding consent
  • check impact on investment value
  • recommend and obtain consent from client
  • draw up licence to alter
22
Q

Rather than a payment plan, were monthly rather than quarterly payments discussed?

A

no, as the tenant was paying quarterly and it was just a matter of clearing historic debt now but they were only just recovering so did not want to commit to any additional payments or a payment plan

23
Q

What is RICS Covid Rent Arrears Arbitration process, brought in by Commercial Rent Act 2022?

A
  • came in 25 March 2022
  • if LL and T cannot agree, this scheme is available to businesses that were mandated to close due to Covid-19
  • applies to arrears from 21 March 2020 to 18 July 2021 (rent, SC, insurance, VAT and also rent deposits that should have been topped up)
  • either party can apply by end of September 2022 (don’t need to agree)
  • both parties submit proposals for arrears (write off or payment plan etc)
  • arbitrator selects one that maintains T business and doesn’t affect LL solvency
  • decision is final and binding, and lease gets altered so T is not in breach of lease (EG for not paying figure that has been written off by arbitrator)
24
Q

How would you have surrendered the lease?

A
  • T would have had to request surrender
  • LL would not have had to agree (T would have had to wait and exercised break instead in September 2025)
  • if LL did agree, may have requested premium from T for early surrender

Note: LL could ask T to surrender in exchange for reverse premium

25
Q

With the 12 month rent free period that become norm mid-pandemic, how much was incentive?

A
  • 9 months incentive
  • 3 months rent free usual for retail tenant so they can complete their fit out
26
Q

Purpose of Statutory Demand?

A

Preliminary step to winding up petition

27
Q

How would statutory demand have been detrimental?

A
  • could have liquidated tenant
  • would be all Shake Shacks not just 80 New Oxford St
  • client may have had Shake Shack as tenant elsewhere
  • Workman manage lots of Shake Shack units!
28
Q

Were any arrears written off under lease regear?

A

yes, £130,000 by way of 9 month rent free period (stated in Side Letter)

29
Q

What could have been suggested before statutory demand, when Shake Shack had not paid/signed

A
  • CRAR
  • legal letter before action
  • forfeiture

Note: Statutory Demand would have been error at this point as don’t want to liquidate tenant after coming to agreement!

30
Q

Did you complete another check to confirm Shake Shack financial position in September 2022?

A

Yes, I reviewed their management accounts and saw that their position was improving

31
Q

If this situation happened today, rather than during the pandemic, what would you have done?

A
  • payment plan
  • rent deposit
  • CRAR
32
Q

Did you consider adding a guarantor when you completed the lease regear?

A

No, already had the rent deposit top up agreed and the client was happy with this option
- better to have cash assurance as no guarantee the guarantor won’t go bust!

33
Q

Was there any rates relief in place?

A
  • 1 April 2020 - 30 June 2021 100% relief for retail, leisure and hospitality (unless vacant pre covid)
  • 1 July 2021 - 31 March 2022 relief reduced to 66%

Note: did not have to apply, the relief was automatically added by council