In the good old days when REITs were riding high, I wrote about them, especially in Number Never Lies and once in No Dilution, No Fun. At the peak of the REIT glory days, an unknown writer named donmihaihai, with virtually no readership, somehow managed to upset a REIT investor enough to have him breathing fire at me. But I liked it. I never liked being part of the REIT-blushing orgy that seems to be going on today.
Investing is about seeing what the crowd is not seeing.
Corporate Monitor is now joining the fun by writing about REITs. I scanned through Parts 1 to 3 written by Royston Yang. I remember him as someone who used to churn out investing articles like a machine gun. Now that he is with Corporate Monitor, I have to admit that the first three parts of his REIT series are actually not bad. They are decent. Much better than most.
Then again, after REITs have underperformed for the last five years or so, who doesn’t have some ideas about them? In fact, it is precisely because of that underperformance that I think REITs are more attractive today than when I wrote Number Never Lies.
It is good that Corporate Monitor understands that incentives determine behaviour. One of the steps in analysing a REIT is understanding the incentives of the REIT manager, sponsor, and directors. Isn’t that what one should do for any normal company—figure out the motivations of management, owner-operators, and directors? Even more so for a REIT.
When a REIT is externally managed, it is effectively hiring an external REIT manager instead of being managed like a normal company. In almost any other situation, a service provider that does not perform can be replaced. This is not the case with REIT managers. It is very difficult to replace them.
So let me ask: where is the incentive to perform?
And what exactly is the KPI of the REIT manager? Is it the metrics of the REIT or the metrics of the sponsor, considering that REIT managers are usually associated with the sponsor? Since REIT managers cannot be fired easily, I would not hold my breath that their primary KPI is to maximise unitholder returns. Growing AUM seems far more likely.
Let’s also be honest when sponsors claim that their ownership stake aligns their interests with unitholders. I don’t believe it.
Read their annual reports. What many sponsors want is an asset-light business model and growing AUM. Their real economic interest often lies in the REIT manager. And while replacing a REIT manager is difficult, it is not impossible. The sponsor’s stake in the REIT serves a purpose: maintaining sufficient voting power should it ever be needed. Determining how much of the REIT the sponsor should own is more art than science. If it were determined purely by economics, sponsors might need to own so many units that the fund management business would become much less attractive.
Now, let’s talk about independent directors.
Personally, I would ignore them. They are directors of the REIT manager, not directors of the REIT itself. Where exactly do their duties lie? One could argue that they operate within the framework established by MAS and SGX. My response would be: don’t all independent directors of SGX-listed companies operate under the same framework? And are they really independent?
Once you understand the incentives of the key players, what else is there to say? The entire game naturally favours those who have control, namely the sponsor. Smart sponsors understand that they need to strike a balance. They cannot simply milk the REIT indefinitely because the backlash could eventually become severe.
Let’s talk a little about paying REIT management fees with newly issued units, which Royston Yang devoted an entire article to.
Ask yourself a simple question. If someone provides a service to your business, would you pay for that service by giving away part of your company? My answer is no. Why would I give away ownership of my business just because someone is providing a service? It makes little sense unless I am desperate or have no alternative.
Forget about alignment of interest. I have already addressed that earlier.
Royston has an interesting way of looking at dilution, distinguishing between units issued below NAV and above NAV. My view is simpler: dilution is dilution, the mathematics remain the same. Math alone cannot determine whether dilution is worthwhile.
Valuation merely determines how many units need to be issued. Whether any dilution is justified depends on whether you are receiving more value than you are giving away. This applies in acquisitions, not in paying operating expenses.
One final point before I end.
Do you really think sponsors are unaware that REITs have underperformed? Do you think they haven’t heard all the criticism about management fees?
What do you think they will do?
I don’t know. But I would not be surprised if some sponsors start pulling back on certain practices because they know they cannot kill the golden goose. At the same time, they will probably try to present themselves in a better light.
Why not take a look at the fee structure of CICT, which is widely regarded as one of the best blue-chip REITs and often said to have among the lowest fees?
And while you’re at it, ask yourself this:
Should REIT management fees be the only thing receiving the spotlight?








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