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Inside Mortgage Investment Corporations (MICs) – Part II

MICsIt’s a pleasure to present part two of CMT’s series on Mortgage Investment Companies (MICs).

Wayne Strandlund, founder and CEO of $250 million Fisgard Capital Corporation, is once again our guide through this unique investment class.

In our second chat with Wayne, he shares his thoughts on how MICs work, their investment potential and management fees, and how to improve the MIC structure going forward.

Here is the conclusion of that interview…


Wayne-Strandlund-FisgardCMT: Wayne, let’s start off with the MIC’s origin. Why the MIC was created?

Wayne: The purpose of the MIC, and the Residential Mortgage Financing Act, is explained by the Honourable Ron Basford, Minister of State for Foreign Affairs, in this 1973 excerpt:

By amendments to the Loan Companies Act and the Income Tax Act, the bill also provides for a new form of Canadian Financial Institution, the Mortgage Investment Company, which is intended to make investment in residential mortgages and real estate more accessible to the small investor. It is extremely difficult at the present time for smaller investors to make this kind of investment. Unlike investment in securities through mutual funds, mortgages and real estate investments are legally and administratively cumbersome to split in such a way that investors can become owners of separate, divided interests.

 Backed by expert management service and the security of a diversified portfolio, mortgage investment companies will be able to provide opportunities for the smaller investor to participate in mortgage and real estate investments on much the same lines as mutual funds, and in this way attract new savings into residential mortgages and real estate investments.

CMT: So essentially, can we summarize by saying MICs let the average investor participate in mortgage lending?

Wayne: Yes, and enhance their earnings by leveraging their investment in residential mortgages and enjoying the spread between the interest paid on borrowed funds and the interest charged on mortgages. Since 100% of an MIC’s income can flow through to registered plans (RRSPs, RRIFs, TFSAs, RESPs, RDSPs, etc.) without intermediary tax, and be reinvested, the investor can grow the entire return on a tax-exempt basis until the funds are withdrawn. Essentially, the MIC allows the little guy to share in the benefits of the lucrative and relatively secure mortgage business.

CMT: Is it a requirement that all MICs distribute 100% of net income annually to investors?

Wayne: Yes. The Section 130.1 Mortgage Investment Corporation (MIC) is a flow-through investment and 100% of its net income must be distributed to investors. The MIC may deduct ordinary expenses as well as reasonable reserves for doubtful accounts. In addition to operation expenses and reserves, MIC dividends are deemed to be expenses for tax purposes and deducted as such. After these deductions, all remaining net profit must be distributed to the MIC’s shareholders at least once a year.

CMT: If an investor asks for the current market value of the investment, do MICs typically quote a NAV on a per share basis, like a mutual fund?

Wayne: I can’t speak for my MIC colleagues, but I’ve never been asked for the MIC’s Net Asset Value. I suspect that NAV is stock-speak. MIC Investors ask about mortgage portfolio mix, mortgage priority (1st or 2nd positions) loan-to-value ratios, types of mortgages (residential or commercial), geographical concentration and so forth, but they don’t ask about NAV as they might when referring to a stock or mutual fund or some other exotic financial construct. Unless a capital loss has occurred or is imminent, an MIC’s share value should equal its original subscription price. Its shares should be worth the market value of the mortgage portfolio divided by the number of shares issued and outstanding.

CMT: Is there any way around the requirement that MICs invest 50% of their capital in residential mortgages or CDIC-insured deposits? I ask this because some MICs purport to invest only in commercial real estate. Are those commercial MICs just letting half their money earn money market returns?

Wayne: No. An MIC must comply with Section 130.1 of the Income Tax Act to preserve its tax-exempt status, so it must hold at least 50% of the cost of its assets in residential mortgages, or CDIC-insured bank deposits, or credit union deposits, or a combination of the above.

I suspect that when MIC reps say they only invest in commercial mortgages, they may be using the term commercial referring to mortgage investments in larger multi-family residential complexes such as condominium, town-home, multi-lot residential subdivisions and so forth, as opposed to the typical residential home. In lender jargon, these larger projects are often referred to as commercial, but they are classified as residential for MIC regulation purposes. The definition of residential is found in Canada’s National Housing Act (NHA). The definition is broad and includes, for example, mobile home parks, nursing homes and school dormitories.

CMT: What percentage of capital should a well-run MIC hold in reserve to cover defaults and draws from borrowers? Does this money just sit earning money market rates?

Wayne: There is no legislated reserve requirement for MICs as there is for banks and credit unions, for instance. However, a responsible MIC manager should at least have a reserve regime in place that provides for mortgage-specific reserves to cover losses anticipated in specific mortgages, as well as a general reserve to cover losses that apply to the entire mortgage portfolio. Although there is no legislated formula for the amount of such reserves, a prudent manager is wise to set aside amounts sufficient to cover anticipated losses. Reserve provision is not a perfect science, but professional managers have a good idea of what loan loss provisions should be, and they provide for such amounts.

A well-run MIC exhibits excellent cash management. From day to day, an MIC deals with money flowing in and out of the fund, new mortgages being funded, progressive development and construction draws being funded, dividends distributed, shares redeemed, new share capital coming in, mortgage payments being received, and mortgages being paid out. Cash management is critical, and adequate cash-on-hand balances and reserves vary depending on the type of mortgages in the MIC’s portfolio. An MIC that finances development and construction, for instance, must account for unfunded draw commitments, whereas an MIC that carries only fully-funded mortgages does not.

It sounds odd, but ideally an MIC is flat broke all the time, with 100% of its capital working in the market. In my MIC world, we strive to be in a situation where we have to raise capital all the time to fund mortgage investments. We want mortgage investments chasing money, not the other way around. Sustaining this balance is a tough job for any MIC, always feast or famine so it seems. Famine is good; too much money in the MIC is a curse – a poverty of riches. “Lina”, a respondent to Part I of our MIC interview on February 10/11, commented most astutely when she suggested it was possible there could be an oversupply of MIC capital resulting in some MICs taking greater risk than they would if they were scrambling for capital. Absolutely. Fortunately, prudent MIC managers know when to turn off the tap. It’s not something they like to do, obviously, but they have to do it; idle money is too expensive. Take a $40 million MIC earning 8% for instance; $5 million of idle money represents a cost of 1%. That’s a lot when you’re trying to deliver a dividend of even 5%.

Given cash flow dynamics and variation in mortgage mix, there is no tidy formula for establishing prudent capital reserves. Basically a well-run MIC must have enough capital on hand—or readily available through a line of credit (LOC)—to meet its funding obligations. The LOC should also be sufficient to allow the MIC to forward-commit to mortgages it wishes to fund in the future but for which it does not have funds immediately on hand. A reliable LOC is important for the efficient operation of an MIC.

CMT: Should an MIC be concerned about using leverage if a bank can call in its LOC at any time?

Wayne: Yes. Leverage is a powerful tool—and a dangerous tool. The concept of leverage was a major consideration in the legislation that gave rise to Section 130.1 of the Income Tax Act in the first place. Ottawa viewed leverage as a good opportunity for the average person to take advantage of the lucrative investment opportunities in the real estate and mortgage market. Ottawa expected MICs to optimize leverage as a revenue generator, and facilitated the process by allowing the MIC to borrow five times the cost of its assets (provided at least two-thirds of the MIC’s assets amounted to the aggregate of residential mortgages, and CDIC-insured deposits, and credit union deposits) or three times the cost of its assets (if the aggregate of its residential mortgages, and CDIC-insured deposits, and credit union deposits was less than two-thirds of the cost of its assets). Leverage was a big deal in drafting Section 130.1.

It’s exciting to dream of borrowing five times your assets at 5% and investing that money at 10%. However, banks, credit unions and other institutions that offer lines of credit take a more pragmatic view. An MIC that can negotiate an LOC of 25% of its assets, let alone 500% of its assets, is lucky.

Some MICs use leverage as a key revenue generator, but I think most MICs simply use an LOC as a short-term, forward-commitment facility. Leverage is good business and, used prudently and effectively, it can really beef up an MIC’s bottom line, but it takes good knowledge, experience, great vision, and uncanny timing to make it work well. Leverage can make or break an MIC; it is a double-edged sword.

CMT: Do MICs ever pay finders’ fees or commissions to people who refer investors?

Wayne: In the past, some MICs have paid finders’ fees to raise capital, but that has changed as a result of recent securities legislation. Regulation NI 31-103 prohibits paying finders’ fees to non-qualified people or companies. Finders must now register under NI 31-103, and since the qualifications for registration now include onerous audit, bonding, education and working capital requirements, the industry may expect fewer finders’ fees to be paid, except to qualified agents.

CMT: How do you feel about MICs that lend at 90% LTV? In other words, do the high rates and fees offset the risk?

Wayne: MICs are not legislated as to LTV ratios. They can lend at whatever LTV they want, and they vary substantially in terms of risk – high risk to one manager may be low risk to another; it’s a matter of opinion. An LTV of 90% is pretty high risk, at least in my opinion, as we know from experience that real estate values can, and have, swung dramatically (in excess of 20%) in uncomfortably short periods of time.

In my opinion, charging high rates and fees to compensate for excessive risk is not worth the trouble. But that’s a business decision and judgment call for MIC managers. 

CMT: What is the “average” management fee in an MIC? For every $100 the MIC earns, how much can investors typically expect back, after management is paid its fee, and after the cost of running the fund?

There are as many management fee arrangements as there are MICs, so it is impossible to answer the question with any degree of accuracy. I don’t think there is such a thing as an average management fee. From my reading of several MIC offerings, I see that some MIC managers charge a fee based on the amount of capital under management. Others charge a fee based on a percentage of profit. Some charge a percentage of profit over and above a base dividend rate. A number of managers who are licensed mortgage brokers also take all or part of the lender fee and/or brokerage fee paid by the borrower. The manager may also take various fees associated with the mortgages in the portfolio, such as discharge fees, progressive draw fees, extension fees, inspection fees, even mortgage prepayment penalties and so forth. And, of course, some management fees are an amalgam of some or all of the above. And then there’s the usual assortment of additional costs an MIC must take into account, such as audit fees, legal fees, security filing fees, mortgage licensing fees, securities (NI 31-103) registration fees, advertising, banking, postage, communication and so forth.

With hesitation, and much deference to my MIC colleagues, I would hazard a guess that a prudent MIC investor might consider taking into account 3% as an average cost, including management. Simply put, this means that an MIC that purports to pay 8% net to its investors must be earning 11% by way of mortgage interest and other fees associated with the mortgage portfolio. With some MICs it might be lower (say 2%) and with some it may be considerably higher, I don’t know for sure. After forty-three years of lending and investing experience I can assure you that sustaining a secure mortgage portfolio income of 11% is really hard to do. I reiterate, a secure mortgage portfolio. More than a few mortgage investment professionals agree with me that in a fund of significant size it is simply not possible. In only exceptional circumstances can the borrowing market sustain that level of carrying cost.

CMT: What is your opinion on whether MIC managers’ compensation should be linked to profit and/or default rates?

Wayne: No matter how you slice it, management compensation will always be tied to dividend production, which is related to the quality of the mortgage portfolio, which in turn is related to the quality of management. In the offering documents I’ve read, typically the Offering Memorandum and the Prospectus, I see a variety of compensation arrangements, each with its own merits, and it’s hard to say which compensation arrangement is best. I am not prepared to judge which is better.

My personal opinion is that the manager should be paid a percentage of MIC capital. This simple compensation formula recognizes that capital will walk if it is not satisfied with the manager’s performance in terms of security and dividends. For every dollar that walks from the fund the manager loses income. To retain capital, the manager must convince investors to stick with the investment rather than redeem it at maturity. Therefore it benefits the manager to maintain a quality mortgage portfolio that produces reasonable dividends without undue risk. It’s a compensation formula that investors easily understand. Simplicity is the key to its success.

CMT: MICs have to deal with a lot of regulation it seems. If an MIC has fewer than 50 investors, can it avoid much of this regulation?

Wayne: I will give you my layman’s understanding, not legal advice. The 50-person requirement is not significant. If the MIC has fewer than 50 shareholders, and issues shares only to family, friends and business associates, it doesn’t have to file private placement reports with the provincial securities commissions. The MIC will probably still be required to register as a mortgage broker and be subject to regulatory scrutiny from the mortgage authority of the particular province. From a “securities” point of view, in most provinces except B.C. at present, in order to sell MIC shares to the public you must be registered as an Exempt Market Dealer under securities legislation.

I was pleased to read Solicitor Jeremy Farr’s recent article (Mortgage Investment Companies & Individual Investors) dealing with regulations regarding investment in MICs in various provincial and territorial jurisdictions in Canada, including the Accredited Investor Exemption. Excellent article, and beyond any advice I could offer on the subject. Securities legislation is very complex.

CMT: What, if any, are the difficulties and shortfalls of the MIC; and are there any ways the MIC can be improved?

Wayne: The MIC’s greatest attribute is its simplicity. The MIC has a clear business purpose and is easy to incorporate and manage if one takes the time to learn the rules and follow them. It has fair tax rationale, and has clearly weathered the test of time as evidenced by the fact that so few changes have been made to the regulation over the years. This is because the MIC was well thought out in the first place.

Not surprisingly, as years of practice have revealed, modest revenue-neutral enhancements should now be considered for MIC regulations. Here are three modifications that might be worth considering:

1) The MIC, in addition to mortgage lending, is permitted to hold up to 25% of its assets in Canadian real estate property. The MIC’s property investments can be acquired either on the open market or can be acquired as the result of taking title to property through foreclosure.

The designers of the MIC in 1973 conceived the structure as a combination of mortgage lender and real estate investor, with 25% of the MIC’s assets being the limit of its real property holdings – almost a REIT-like position. The real estate provision was innovative, but has been used sparingly; underutilized in my opinion. The reason may be that, at the same time as the MIC is permitted to hold 25% of its assets in real estate (typically income-producing property), it is specifically precluded from managing or developing property. This places the MIC in a dilemma; it can own real estate, but it is not permitted to manage it. The MIC can take title to a construction project through foreclosure, for example, but it is not permitted to complete the project to protect its investment, nor to manage it until it is sold. This is an unreasonably awkward situation.

MIC regulations should be modified to allow the MIC to do what it must do to protect a foreclosed property, managing it until it is sold, and finishing the construction or development if necessary. The many complications associated with foreclosures don’t appear to have been anticipated in the drafting of MIC regulations. The change I propose would simply permit the MIC to develop and manage, but only under special limited circumstances, i.e. foreclosure circumstances. The MIC would not become a manager or developer per se.

I also suggest that the MIC’s manager be permitted to manage the fund’s qualified real estate holdings like any outside property manager without the MIC being deemed to be a manager or developer.

2) Since a MIC is permitted to hold 25% of its assets in real estate, it is predictable that the MIC, on selling the property, will experience a capital gain or a capital loss, and this profit or loss cannot be treated as interest income. Understandably, a fair amount of the text of Section 130.1 is devoted to the treatment of capital gains and capital losses, particularly how these gains and losses flow through to MIC investors.

As written, the section dealing with the treatment of capital gains and losses is difficult to understand. I am not suggesting that the treatment of capital gains and capital losses be changed, but simply that it be rewritten in plain English, making it more accessible to the average reader.

3) A person who has invested in an MIC through a registered plan (RRSP, RRIF, TFSA, etc) may not borrow from the MIC without jeopardizing the tax-deferred status of his or her plan. CRA sanctions include penalties as well as setting aside tax-deferred interest. The MIC creators were mindful of potential abuses and recognized that investors ought not to use their registered funds for personal purposes. The prohibition makes sense, keeping borrowers at arm’s length from their registered savings and registered pension funds.

I wish to advance an idea that would modify this regulation somewhat while maintaining the integrity of the registered plan of the MIC shareholder who is at one and the same time a borrower of MIC funds for mortgage purposes. A reasonable modification would be to restrict a person with registered funds invested in the MIC from borrowing mortgage money from the same MIC except under special limited circumstances, the objective being to ensure an arm’s length relationship between the borrower (the borrower’s registered plan) and the MIC.

I offer a possible modification. Throughout the period the mortgage is outstanding:

  • The borrower must not be a director or officer of the MIC nor have any control of the MIC;
  • The borrower must not hold more than 5% of the MIC’s issued shares;
  • The fully-advanced mortgage must not exceed 5% of the MIC’s capital; and
  • The borrower’s MIC shares must be escrowed – including voting rights – to the directors of the MIC.

Perhaps the above requirements would also have to be met by all parties that are not at arm’s length to the borrower (spouse, partner, children, parents, siblings, borrower-controlled corporations, etc).

I advance these ideas as food for thought. Perhaps modest modification would allow MIC investors to borrow from the MIC while remaining at arm’s length to the MIC. The spirit and intent of the MIC would be maintained.

CMT: Those seem like reasonable suggestions. Let’s move now to the firm you started, Fisgard. What is the most common type of borrower that comes to Fisgard looking for financing?

Wayne: Fisgard is a full-spectrum non-bank lender; we consider ourselves primarily special situation lenders. We are not strictly equity lenders. In addition to the value of the property in relation to the loan amount, we consider the borrower’s credit worthiness and ability to repay. We are more traditional and mainstream than most people think. We perform as much diligence as a bank does in terms of qualifying our mortgage loans. To enhance portfolio balance we also carry some low-interest insured loans in our portfolio. We have a title insurance contract and we are a qualified insured lender. We provide large and small residential and commercial 1st and 2nd mortgage financing for the full range of mortgage situations. Fisgard has been referred to as a “B” lender, an “alternative lender”, a “private lender”. All of these shoes fit.

Although we can finance conventional and insured mortgages, this is not our main strength. Most borrowers come to Fisgard for special situation financing: new construction, renovation, development, mezzanine, inventory and equity takeout financing. We don’t receive many applications for ordinary long-term mortgages, but we do underwrite them as well. From time to time we have bought portfolios of mortgages from other lenders and we have co-ventured mortgage loans with other conventional as well as private lenders. Our typical borrower is a short-term special situation borrower. This is Fisgard’s well-established market niche.

If it weren’t for the Fisgards of the world – MICs that specialize in mezzanine and start-up financing – development and construction in Canada would have been much less vibrant than it has been over the past ten years. Canada’s many excellent well-managed MICs have been instrumental in financing numerous projects that would not have gotten off the ground had they relied on conventional mortgaging. The start-up money pumped into the economy by MICs has been huge – and fortunately continues to be so – and MICs are significantly responsible for the robust economic activity related to construction and development.

At present 86% of Fisgard’s mortgages, representing 71% of mortgage dollar volume, have been originated by mortgage brokers. We value our excellent relationship with brokers; it is a Fisgard hallmark and an integral part of our business plan. I’m pleased to say that day by day we are developing more partnerships with mortgage brokers. Ideally one day mortgage brokers will be the source of all our mortgage business. With our hands-on experience in mortgage lending, real estate sales and valuation, property management, construction, development, trust management and project management we feel we can offer brokers a leg up. We’re a family company that has been in business forty-three years. We have lots of experience; there are very few mortgage situations we haven’t dealt with.

CMT: How big is Fisgard compared to other Canadian MICs?

Wayne: At about $250 million spread over 350 mortgages, I think that Fisgard is probably medium-to-large compared to other MICs in Canada. I don’t know for sure.

CMT: May we ask, what is Fisgard’s average LTV?

Wayne: Between 70% and 75% across the portfolio. Our 4,000 investors are comfortable with that risk profile. Like most MICs we do not work in a box, so the LTV differs from mortgage to mortgage, but we try to keep our overall LTV under 75% to be on the safe side.

CMT: Does Fisgard have any expansion plans nationwide?

Wayne: Fisgard is an established investment fund and lender in Western Canada, where our roots are. We grow at a sustainable manageable pace. Expansion is part of our business blueprint; but we are in no hurry. Expansion comes at a cost, and must be managed carefully. We are good partners, and we are carefully expanding by building partnerships with established Canadian lenders in areas where we do not have a physical presence but our partners do – areas that are economically stable and clearly demonstrate short as well as long-term growth prospects. Quality partnerships are necessary to Fisgard’s expansion. They help us safely test the water so to speak. We are satisfied with our progress.

CMT: Wayne this is fantastic information for those interested in MICs. Thank you for the time you’ve taken to share it with our readers.

Sidebar: Folks interested in learning more about MICs can start with this excellent investing checklist from Fisgard:  Pic-a-MIC

Please note: The information above is for general education purposes only and is not an investment recommendation of any kind. Consult a licensed financial advisor before acting on any information herein.

Rob McLister, CMT