Crescent Real Estate Equities Company Bryan Connell – bryan.m.connell@ttu.edu Kevin Brownlee – k_brownlee1@yahoo.com Marshall Estes – marshestes@gmail.com Daniel Cisneros – daniel.j.cisneros@ttu.edu Valuation as of April 1, 2005 Crescent Real Estate Valuation Table of Contents Executive Summary ………………………………………3 Industry and Business Overview………………………...6 Industry Overview…………………………………6 Business Overview………………………………..7 5-Forces……………………………………………8 Key Success Factors……………………………..13 Accounting Analysis………………………………………16 Key Accounting Policies………………………….16 Accounting Flexibility……………………………..18 Accounting Strategy………………………………20 Quality of Disclosure………………………………..........22 Sales Manipulation Screening Ratios…………..23 Expense Manipulation Screening Ratios……….26 Potential “Red Flags”……………………………..28 Ratio Analysis & Forecasted Financial Statements……………………….30 Liquidity Ratio Analysis…………………………..31 Profitability Ratio Analysis……………………….35 Capital Structure Analysis……………………….41 Ratio Analysis Summary…………………………43 Forecasting………………………………………..43 Valuation Analysis………………………………………..46 Method of Comparables…………………………46 Discounted Dividend Model……………………..48 Discounted Free Cash Flow Model……………..50 Residual Income Valuation Model………………51 Abnormal Earnings Growth Model……………...52 Valuation Summary……………………………….53 Appendix…………………………………………………..54 2 Executive Summary PCS Research Corporation Crescent Real Estate Company (CEI) Investment Recommendation: Undervalued - Buy Stock Data April 1, 2004 Valuation Ratio Comparison Crescent Industry Current Price (NYSE) 52 week Price Range Revenue (2004) Market Capitalization Dividend Yield 9.13 $16.35 $14.62-$19.36 $978,761,000 1.64 Billion 6.23 Trailing P/E Forward P/E Forward PEG M/B Shares Outstanding Dividend Yield 3-month Avg. Daily Trading Volume Institutional Ownership % 99,820,000 9.19% 583,454 32.0% Valuation Estimates Book Value Per Share ROE ROA Est. 5 year EPS Growth Rate 13.03 10.85% 3.5% 5.2% 32.08 12.69 2.44 1.80 26.08 9.77 2.06 1.78 Actual Current Price (April 1, 2005) Ratio Based Valuations P/E Trailing P/E Forward PEG Forward Dividend Yield M/B Ford Epic Valuation $16.35 32.08 12.69 2.44 9.19% 1.80 $28.37 Discounted Dividends $28.46 Residual Income Abnormal Earnings Growth Long-run Residual Income Perpetuity $28.41 $28.41 $28.89 Intrinsic Valuations Cost of Capital Estimates Free Cash Flows $28.54 Estimated Beta R^2 Ke 5-year 3-year 2-year Published Kd WACC 0.388 0.723 1.379 0.369 0.073 0.304 0.323 4.34% 5.36% 7.33% 4.30% 7.03% 7.12% Altman Z-Score EPS Forecast EPS 15.43 1-year Share Closing an d Volume Chart 3 2004 $1.73 2005 $-0.36 2006 $0.46 2007 $1.03 Recommendation – Buy (Undervalued) Our research shows that Crescent is currently undervalued and we strongly recommend a “buy” for the company’s stock. After computing the five valuation models, it is apparent that Crescent is undervalued. Company Strategy Crescent’s property portfolio consists of first-class assets located in markets which show the potential for long-term rental growth. These “Class A” properties are selected so that Crescent will be able to attract and retain the highest quality tenants who are willing to pay premium rents. Crescent’s three segments all focus on the high end of the market. Crescent’s primary goal is to offer “Class A” properties to its customers; therefore, in order to compete in a market similar to Crescent’s, large amounts of capital are required. Crescent management believes that ownership of a significant percentage of office space in a particular market reduces property operating expenses. Crescent has approximately 30 million rentable square feet; certainly an amount that will be extremely hard for any new entrant to match. By carefully selecting premium properties in strong submarkets, they are able to make profitable investments. Company Risks By owning premium properties, Crescent faces the risk that their properties will not be as affordable to as many current or potential clients during times of economic recession. Exit barriers in the real estate industry are low because if you own the property you can simply sell 4 it. However, if the market goes into a deep recession like it has before then you will be stuck with an expensive property. You will have tenants who will break their leases because they can not pay their rent. Then you have to sell a premium property for a loss. Switching costs are very high; this can work for and against a company like Crescent. Companies face the task of moving expenses, time, and money loss from switching to new contracts and relocating to new office space. Therefore, companies currently contracted with Crescent will be more reluctant to end their lease term short. On the flip side, companies/individuals interested in property offered by Crescent face the same restrictions. Financial Position In 2004, Crescent’s revenues rose 12% and earned $141,138,000 in net income, a nice rebound from 2003 performance where the firm actually saw negative earnings. This is a sure sign of Crescent being able to overcome the previous real estate economic recession. Crescent’s ability to maintain its client base and remain involved in its current joint ventures in acquiring new development properties, has enabled the company to retain and build upon its current market share. 5 Industry Overview The Real Estate Investment and Equities market is highly saturated with many small players in the industry. Even the largest firm in the industry, owns less than one percent market share. Much of this market saturation can be explained by Real Estate Investment Trusts (REIT’s). REIT’s have made it possible for many investors to pool their resources allowing for large investments and capital expenditures while most of the investors could not make such investments allocating their resources individually. The government is also encouraging the formation of these REIT’s by allowing them to use the corporate benefits of the REIT to avoid double taxation. Competitors in the industry vary greatly including billion dollar investment firms such as Crescent down to individuals looking to make a higher return off their personal savings. Being a highly saturated market, competition is intense. Proper planning and strategy are essential. Those in the industry who compete solely on product differentiation or low cost are much more likely to be profitable than those who try to compete using both. Under the current trend, the industry is growing, but at a decreasing rate. This trend could quite possibly be explained by the recent recession in the economy. With interest rates extraordinarily low, returns on real estate investment are not what they could be, and looking to the future only extra revenue and growth will be realized as the market continues to recover and interest rates rise. 6 Business Overview Crescent Real Estate Equities Co. (CEI) is a real estate investment trust that owns/invests and manages properties primarily located in the southwest. Crescent has a market Capitalization of about $1.6 billion. Crescent invests in assets and operations in four disciplines or segments: Office, Resort/Hotel, Residential Development, and TemperatureControlled Logistics. The office division is the largest portion of business for Crescent, providing over 50 percent of their yearly revenue. Crescent has 77 total office properties located in Houston, Dallas, Denver, Austin, Miami, Phoenix, and Las Vegas. CEI owns 9 Resort/Hotel Properties. There are 4 Upscale Business Class Hotels, 3 Luxury Resorts and Spas, and 2 Destination Fitness Resorts and Spas. These are located in Denver, Albuquerque, Austin, Houston, Beaver Creek Colorado, Sonoma and Big Spur California, Tucson, and Lenox, MA. The Hotel/Resort segment accounts for about 25 percent of annual income. Crescent’s residential development division consists of four development corporations. These developments are located in Texas, Colorado, Arizona, and California. There are 23 residential developments which Crescent owns in whole or in part. This segment of business accounts for about 25 percent of annual revenue for crescent. As for the Temperature-Controlled Logistics Segment, Crescent has a 40 percent unconsolidated interest in 87 temperature controlled logistics properties. 7 Five Forces Model Rivalry among Existing Firms Rivalry in the real estate industry is market driven and depends heavily on which type of property you are involved in (office, resort/hotel, residential), as well as, which market you are located in and the quality of the property. As previously stated, Crescent owns and invests in office space, hotels and resorts, and residential property. The majority of the properties that Crescent holds are in the Southwest, along with a few on the Atlantic coast. Crescent’s property portfolio consists of first-class assets located in markets which show the potential for long-term rental growth. These “Class A” properties are selected so that Crescent will be able to attract and retain the highest quality tenants who are willing to pay premium rents. The real estate industry is growing at a decreasing rate. Key elements to the success of this industry are population growth, job creation, and economic growth. Crescent focuses heavily on these factors when considering potential submarkets. Industry growth is very cyclical and it varies by submarket. Concentration in the real estate industry is very low and highly fragmented. In fact, the leading 6 firms in the real estate operations industry only make up 4.2 percent of the market value. The top 5 companies hold less than one fifth of the market share in the commercial real estate and property management industry. The majority of the market is made up of small to medium sized businesses, but there is a slight movement toward consolidation in the industry. CEI differentiates itself based on luxury, customer relations, premier locations, quality services, property amenities, and preventive maintenance. Customers who lease Crescent office space or stay will pay premium rents because they know they are going to get a premium property and receive grade A service. There are high costs 8 associated with moving or relocating such as lost time, moving expenses, telecommunication expenses, and additional construction costs. Therefore, tenants who lease office space will prefer a long-term relationship and lease renewal as long as the opportunity cost of moving to another property is higher. CEI management believes that ownership of a significant percentage of office space in a particular market reduces property operating expenses. Crescent has a high fixed to variable cost ratio; variable costs are few. When dealing with real estate, there is always excess capacity, it depends on the submarket and the type of property. As for the luxury markets, there is excess capacity unless there is a recession. Exit barriers in the real estate industry are low because if you own the property you can simply sell it. However, if the market goes into a deep recession like it has before then you will be stuck with an expensive property. You will have tenants who will break their leases because they can not pay their rent. Then you have to sell a premium property for a loss. Crescent has found their niche in the real estate industry. By carefully selecting premium properties in strong submarkets, they are able to make profitable investments. Threat of New Entrants We do not foresee an immediate threat to Crescent by a new entrant any time soon. Crescent’s primary goal is to offer “Class A” properties to its customers; therefore, in order to compete in a market similar to Crescent’s, large amounts of capital are required. Today, Crescent has approximately 30 million rentable square feet; certainly an amount that will be extremely hard for any new entrant to match. Probably one of the most important aspects of competing in real estate is location. Thus, being able to acquire a premier property located in a downtown area of a metropolis is 9 an advantage. As you would suspect, Crescent’s customers/tenants sign multi-year contracts worth thousands to millions of dollars. Therefore, if Crescent is able to capture the trust and loyalty from its customers, strong relationships will be built. This will make it much harder for new competitors to break into Crescent’s market share, thus creating a barrier. Certain important relationships among contactors, brokers and even cities exist as well. All of which are important in the beginning stages of residential development. Finding reputable sub-contractors is very important, especially considering that Crescent’s primary success factor is being able to offer the highest quality properties without compromises. Hiring contractors with whom they have no previous relationship can be a huge gamble for Crescent. Complying with environmental protection agencies, various zoning restrictions, and city codes are the legal barriers that surround the real estate market. Failing to meet certain requirements can not only lead to substantial fines, but it can halt the entire building project as well. To gain approval for certain codes and building guidelines can take time and money; this is certainly an area that is of great importance for Crescent (but note that part of this obligation rests on the hands of their sub-contractors as well). Threat of Substitute Products The threat of substitute products is moderate. Though no two real estate properties are exactly alike, potential customers still have an eye out for certain offices, hotels, or residential developments that may suit their needs more so than those offered by Crescent. Developers are always constructing newer and more innovative buildings, especially in the larger cities like Dallas, Austin, and Las Vegas. So the threat of alternative office, hotel/resort, and residential 10 properties being offered is of great concern to Crescent. Individuals and corporations also have the option of building their own properties as well. Bargaining Power of Buyers Buyers do not hold much bargaining power. Crescent is in the business of offering high-dollar luxury properties, thus demanding a higher premium from its customers. Large law firms for example demand luxury office spaces located in the central area of the city. In a business where image is key (like in the situation of a law firm), negotiating a price is not going to be of much concern for the buyers; they will be willing to pay the higher price in exchange for the ideal property location. However, if someone is able to offer property just as nice but for a lower rate, Crescent’s business will dwindle. It is important to note that, no single tenant (either individual or corporation) holds more than 5% of the office segment, and the top five accounts for less than 11%. In a situation like this, Crescent is able to hold power over its tenants and not fear the possibility of losing large amounts of revenue should a single contract go sour. Switching costs are very high; this can work for and against a company like Crescent. Companies face the task of moving expenses, time, and money loss from switching to new contracts and relocating to new office space. Therefore, companies currently contracted with Crescent will be more reluctant to end their lease term short. On the flip side, companies/individuals interested in property offered by Crescent face the same restrictions. 11 Bargaining Power of Suppliers The bargaining power of suppliers is low. With most construction materials being generic (i.e. Non-specialized) and sub-contractors in great supply, suppliers are not able to demand anymore than the next guy. Luxury properties, however, may be scarce in certain areas and landowners will be in the position to control price negotiations and such. 12 Key Success Factors for Competitive Advantage Crescent Real Estate has a unique operating strategy that not only differentiates the company, but also allows them to compete on cost in their submarkets. The company has three main operations of business that include office holdings, resorts and hotels, and residential developments. These three segments all focus on the high end of the market. The overall operating strategy is to enhance the company’s performance through its asset quality, customer service and economies of scale to achieve a dominant market share. Properties are long-term investments, so they are less affected by the cyclical nature of the real estate market. All of there properties are differentiated as high end luxury products that focus on customer service and brand recognition. Only demand driven markets are considered for investment. Those markets include high in-migration by corporations, centrally located travel hubs, and have a moderate cost of living. In these sectors there is much room for industry growth due to the fact that the sectors have relatively high population and economic growth when compared to the rest of the U.S. Crescent follows a strict set of financing strategies to reduce their cost of capital. Funding of operating expenses is paid by cash flow from operations. The company refinances their debt if there is an opportunity to reduce the interest cost and maintain a conservative debt maturity schedule. CEI minimizes their interest risk through the use of fixed rate debt and interest rate swaps when appropriate. Overall Crescent has very strict capital management to reduce costs and increase the profitability of the company. 13 Office Segment As of December 31, 2003 Crescent owned or has an interest in 72 office properties mainly in the south west. These properties can be divided into 27 metropolitan submarkets in seven states. This portfolio of offices reflects the company’s strategy of obtaining first-class assets “Class A”. These premier locations are able to command premium rents and high quality tenants. A well defined leasing strategy is employed to maximize rental growth from occupancy gains. The Crescent properties are all highly recognized and respected making them desirable. The extremely large amount of capital required to enter into this high end luxury office segment significantly reduces the competition. Demographic and economic data is constantly analyzed to key in to markets expected to benefit from significant long-term employment and population growth. These investments have helped push Crescent up to one of the largest REIT's in the market. No single tenant makes up for more that five percent of the total office segment revenue. The company is not subject to any one tenant’s demands and therefore has more power over price. The office segments top 5 tenants, in terms of revenue, account for less than 11 percent. The loss of any one tenant would not have a significant long-term impact on the company. Resort/Hotel Segment Crescent owns or has interest in nine resort/hotel properties, mainly business and convention center hotels. Demand for this market overall is highly dependent upon the global economy and volume of business travel. These properties are in the “upper scale” segment of 14 the market. This quality differentiation allows this segment to not be as sensitive to the economy and charge a premium. The location of these properties helps to restrict competition, since there is limited land available in those areas. Many of the resort properties are located in mountain areas which further reduces the threat of competition. Residential Development Currently the company is engaged in 23 residential developments, through its 4 residential development companies. Crescent Development invests primarily in mountain resort residential real estate in Colorado and California, and residential real estate in Denver, CO. These properties limit competition because of the unique locations, limited land, upper scale, and restrictive development rights. The demand is subject to the economy, mortgage interest rates, and home sales. Desert Mountain represents the company’s most significant investment in residential development. Desert Mountain is a luxury residential and recreational private community is in Scottsdale, Arizona. Six 18 hole Jack Nicklaus signature golf courses are offered in the form of an amenity package. This development has few competitors due to its superior environmental attributes and the amenity package that is offered to its members. Future residential golf developments in Scottsdale are extremely limited due to the significant lack of water available for golf course use. 15 Accounting Analysis Key Accounting Policies The most important policy is their revenue recognition because multiple types of revenue recognition are employed. In the office properties segment Crescent is a property lessor and accounts for their leases as operating leases. Income is recognized on a strait line basis with the remaining revenue due placed into a deferred rent receivable and recognized when applicable. In Crescent’s resort/hotel segment the accrual method is used to acknowledge revenue. The residential development segment uses accrual or deferral methods for recognition. If the buyer of the property has obtained ownership, then the accrual method is used. Deferral is used as a “percentage of completion” when the company receives the money up front and revenue is deferred if the client has not made adequate minimum payments on the property; a sale on a real estate asset classified an investment property is reported as a gain in accordance with SFAS No. 66, “Accounting for Sales of Real Estate". Impairments are the second most important to Crescent because of its massive real estate holdings. Impairment losses are recognized when the expected undiscounted future cash flows from a property is less than the carrying value of the property. Impairments are only used for real estate holdings classified as long-lived assets held for sale or long-lived assets to be held and used. In the operating properties real estate and other long term assets are booked at historical cost, net of accumulated depreciation. Depreciation is not recognized on properties classified as held for disposition. This is the company’s estimated useful life of its assets. 16 Buildings and Improvements Tenant Improvements Furniture, Fixtures and Equipment 5 to 40 years Terms of leases 3 to 5 years Real estate also includes land and capitalized project costs associated with the acquisition and development of the land. Interest costs are capitalized as a part of the historical cost of acquiring the specific assets. Crescent has multiple investments in unconsolidated companies and joint ventures. These investments are accounted for under the equity method because Crescent does not have any controlling interest in any of the companies. Investments are initially recorded at cost and then adjusted for equity in earnings, cash contributions and cash distributions. An impairment loss is recognized when a non-temporary decline in the carrying value occurs. Derivative financial instruments are used extensively to control their interest rate risk. Cash flow hedges gains or losses are reported in other comprehensive income and are reclassified into earnings when the hedge impacts earnings. Derivative instruments not classified as hedges are recognized in earnings during the affected period. Crescent does employ the use of the stock-based compensation and as of Jan.31, 2003 the company adopted the fair value expense recognition provisions of SFAS No. 123. The intrinsic method was used in the prior years. Accounting Flexibility Crescent’s involvement in real estate gives managers the ability to make valuable estimates such as, allocating property purchase prices, aggregate values of intangible assets (and to some extent, tangible assets), asset impairments, revenue recognition, and “customer 17 relationship values”. Management’s decisions must follow GAAP (Generally Accepted Accounting Policies) and FASB accounting standards, however, Crescent is given the responsibility of making such estimates and several others based on good faith. Once the fair value of an asset falls below the company’s carrying/book value, impairment must be recognized immediately. Management, however, has the ability to delay or fail to recognize an impairment at all. The carrying values of the assets themselves are a direct result of management’s decisions concerning depreciation, amortization schedules, and expected undiscounted future cash flows from property. Therefore, we consider Crescent to have a high degree of accounting flexibility in determining asset carrying values and recognizing impairments. This in turn allows the company to alter important financial statement data (i.e. net income) to their specific liking. When acquiring operating property, Crescent is given the task of estimating the fair value purchase price based on tangible and intangible assets. Estimating tangible assets is relatively straight forward. Determining the fair values of tangible assets is usually based upon independent third party appraisals and recent market activity. Intangible asset valuation, by Crescent’s definition, is measured based on the difference between “(i) the purchase price and (ii) the value of the tangible assets acquired”-as noted in the previous sentence. Further, the value is “allocated among above-market and below-market in-place lease values, costs to execute similar leases, in-place lease values and customer relationship values”. For a company such as Crescent, we understand that there can be great intangible value associated with strong customer relationship values. However, overstating such values will distort their financial statements and become misleading. On the other hand, Crescent’s estimates of certain intangible values can be valuable to investors seeking “insider information”. 18 Crescent’s valuation of “cost of goods sold” is an area that must be highlighted as well. Upon the sale of a residential property, the total costs associated with that property are derived using a percentage of the total sales revenue and/or estimated development costs. We find that management is given great flexibility in determining residential cost of sales and hence, income manipulation can be easily achieved based on these company estimates. The allowance for doubtful accounts is another area that contains a great amount of accounting flexibility. There is nothing unique that pertains to Crescent in this regard, but the policy for estimating uncollectible accounts is important regardless and we would just like to address management’s flexibility in this area. It is vital that Crescent make truthful estimates of the allowance account. Underestimating estimates could call for future write-offs that would result in decreases of net income and vise versa. Asset depreciation schedules are implemented under the decisions of company management. Because Crescent is given great flexibility in this regard, a potential for income distortion exists. The adoption of the company’s depreciation schedules is of great importance and an area that is highly important for Crescent, especially considering that nearly all of the company’s assets are depreciable. We can conclude that Crescent is given a fair amount of accounting flexibility. Note that all of the areas mentioned in this section are governed to an extent by the FASB and GAAP policies, but as we highlighted, there are areas in which Crescent is able to select those most relevant to its company structure and in turn, is beneficial to shareholders and current or potential investors. 19 Accounting Strategy In the previous sections, we explained the key accounting policies and how they affect Crescent’s operations. We also discussed the amount of flexibility Crescent is allowed. Our analysis of Crescent indicates that they are reporting truthful information through their financial statements. Crescent’s accounting is similar to comparable REITs in the industry. Given the amount of accounting flexibility given to REITs, we would classify their accounting strategy as being more conservative. Crescent did adopt new accounting standards in 2003, as outlined by FASB guidlines. These new standards concern with issues like reporting gains and losses on the early extinguishment of debt, accounting for and reporting for derivative instruments, and classification and measurement of financial instruments which have both liability and equity characteristics. The FASB also issued interpretations of previous rules already established by FASB. It was reported in Crescent’s 10K that none of these “New Accounting Standards” impacted the company financially or materially. We don’t foresee a situation where management is attempting to manipulate earnings. In the previous section we stated that Crescent did have a large degree of accounting flexibility. Most of this flexibility comes in the form of estimating allocated property development costs, valuing intangible assets, revenue recognition, and customer relationship values. Crescent recognizes impairments to their real estate assets, and this allows for a better valuation of the company’s assets. There are numerous opportunities for managers to manipulate these estimates to influence net income. One major indication of this would be large fourth quarter adjustments. Managers will overstate revenues and/or withhold expenses during the first three quarters of a 20 given year. The company ends up making large adjustments during the auditing process at the end of the year. We found a potential Red Flag when reviewing the quarterly earnings report for 2003. Shown below in table 2.1 are the Quarterly earnings for Crescent. There is a sharp increase in Net Income in the fourth quarter. We investigated this substantial earnings increase and believe it is the result of the sale of real estate assets and gains in minority interest investments. Quarterly Income (in thousands) Q1 2003 Q2 2003 Q3 2003 Q4 2003 Net Sales $228,157 $435,856 $637,641 $949,244 Interest Expense $43,208 $86,254 $129,298 $172,116 Income Before Tax ($5,087) ($11,785) ($10,072) $72,025 Net Income ($12,755) ($12,233) ($8,963) $26,022 21 Evaluation of the Quality of Disclosure Crescent Real Estate has many potential areas for improvement in the quality of their disclosures. In the real estate industry it is important to be able to match operating assets to operating liabilities. Crescent’s balance sheet does not separate their liabilities from current and non-current, the footnotes that are given don’t give any additional information. This makes it very difficult to derive their numbers for ratio comparisons. We are unable to determine unearned revenues, accrued expenses, pension expenses, and other employment expenses. In the liability section Crescent aggregates accounts payable, accrued expenses, and other liabilities. This account totals to 374,195,000 or 12% of total liabilities which may be the reason the accounts are not split up. Corporate general and administrative expenses are also aggregated with a current total of $172,116,000. They do a fairly good job for revenue recognition and regularly impairments of their long-term land holdings from which they don’t believe future benefits equal the carrying cost of those assets. Crescent’s management discussion and analysis does give an informative overview of their current performance and reasons related to their performance. They break down the different business segments and how economic conditions have affected the different segments. The continued weak economic conditions have negatively impacted their office properties rental with there being a overall lower demand for office space. They expect the future to be stabilizing without growth. The resulting operations in resort/hotel segment have been stable and they believe slow growth as the economy and travel industry recover. The residential segment has been stable and they believe it will continue with minimal growth in the future. Crescent does a good job of showing where and why revenue totals have significant decreases and again it is broken down by the different segments and the net decreases 22 occurred. Their expenses are also broken down by segments. New accounting policies did have a positive affect of 9 million that appropriately stated the adoption of FASB 142 and the implications it had. Crescent’s liquidity and capital resources are stated and broken down into operating, financing, and investing activities. They give their liquidity requirements and their future expectations of being able to satisfy them. They currently believe they are in good standing and will be able to meet future requirements. Crescent discloses the commitment arrangements that they are involved in and give a good explanation of their guarantees. When bad news occurs they do give a fairly good explanation of their reasoning for why bad events occurred. The majority of bad news explanations are given because of economic conditions. While this seems to be an accurate reason they do not ever seem to fault their own practices or the strategies they seek to improve performance. As noted earlier, Crescent does do a good job of generally disclosing their different segments and its subsidiaries. The product segments are broken down into office, resort/hotel, and residential developments. They then go into further details of each area and the geographic location of each. The geographic locations are broken down to show the particular economic conditions in the locations and where their operating successes and failures are taking place. We would like to see the segments more broken down in order to see where their expenses are incurred. Overall Crescent seems to portray their financial information in a way that makes it hard to get a good understanding of their true standing. Too much information is aggregated making it difficult to grasp a good understanding of how they derive the numbers. This might be due to the large cost associated with preparing reports for each of the multiple categories. In examining other large REITs, this grouping of accounts is persistent throughout the industry 23 and the relatively low amounts make this practice not as important to the quality of the statements. Compared to the industry Crescent gives a relatively good picture of their financial status and does not seem to try and hide information from potential investors. Sales Manipulation Diagnostics Net Sales/Cash from Sales 1.3000 1.2500 1.2000 1.1500 1.1000 Crescent Carramerica Parkway 1.0500 HRPT 1.0000 0.9500 0.9000 1999 2000 2001 2002 2003 Net Sales/Net Accounts Recievable 35.0000 30.0000 25.0000 Crescent 20.0000 15.0000 Carramerica Parkway HRPT 10.0000 5.0000 0.0000 1999 2000 2001 2002 24 2003 Net sales/Inventory 5.0000 4.5000 4.0000 3.5000 3.0000 Crescent Carramerica 2.5000 Parkway 2.0000 HRPT 1.5000 1.0000 0.5000 0.0000 1999 2000 Crescent Sales Manipulation: 2001 2002 2003 2003 2002 2001 2000 1999 1.0445 1.0438 1.0429 1.0624 1.0525 23.4497 23.8424 24.2917 17.0238 20.0591 Net sales/Unearned revenues** NA NA NA NA NA Net sales/Warranty liabilities** NA NA NA NA NA 3.9119 4.4774 2.6207 2.3152 1.8715 Net sales/Cash from sales Net sales/Net accounts recievable Net sales/inventory* *Note: Land was used as our basis for inventory. **Sufficient data was not presented in the financial statements or in the supplemental reports to derive these equations. Judging from the data, Crescent seems to be doing a better job than their competitors at collecting cash relative to their sales. As a result, Crescent has less of their assets tied up in accounts receivable and places them at less risk for credit default. Net sales/Inventory for Crescent is substantially greater than any of its competitors. We attribute this in large part to a 44% increase in total sales. The reason for this unusually large increase in revenue was due to the consolidation of three residential development companies DMDC, TWLC and CRDI. 25 Expense Manipulation Diagnostics Asset Turnover 0.2500 0.2000 0.1500 Crescent Carramerica Parkway 0.1000 HRPT 0.0500 0.0000 1999 2000 2001 2002 2003 Changes in CFFO/OI 35.0000 30.0000 25.0000 20.0000 15.0000 Crescent Carramerica 10.0000 Parkway 5.0000 0.0000 1999 2000 2001 2002 2003 ( 5.0000) ( 10.0000) ( 15.0000) 26 HRPT Changes in CFFO/NOA 0.8000 0.6000 0.4000 Crescent 0.2000 0.0000 1999 2000 2001 2002 2003 Carramerica Parkway HRPT ( 0.2000) ( 0.4000) ( 0.6000) Total accruals/Changes in sales 30.0000 20.0000 10.0000 Crescent Carramerica 0.0000 1999 2000 2001 2002 Parkway 2003 ( 10.0000) ( 20.0000) ( 30.0000) 27 HRPT Crescent Expense Manipulation: 2003 2002 2001 2000 1999 Asset turnover 0.2198 0.2338 0.1501 0.1581 0.1507 Changes in CFFO/OI (2.1785) 0.7481 (2.3814) (0.1991) 4.4207 Changes in CFFO/NOA (0.0497) 0.0228 (0.0236) (0.0193) 0.0164 Total accruals/Changes in sales (1.8421) 0.6308 (9.6065) (0.9899) 6.7820 Pension expense/SG&A** NA NA NA NA NA Other employment expenses/SG&A** NA NA NA NA NA *Note: Land was used as our basis for inventory. **Sufficient data was not presented in the financial statements or in the supplemental reports to derive these equations. Crescent saw a rather large increase in its asset turnover (sales/assets) in year 2002 because, as mentioned earlier, revenue increased greatly due to the consolidation of three residential development companies. Though Crescent’s cash flow from operations was negative for three of the five years, their competitors showed similar performance numbers so we do not see this a major drawback for Crescent. Potential Red Flags As stated in the accounting strategy section there is a potential red flag when looking at net income on the quarterly reports for 2003. In the first three quarters Crescent showed a loss or negative net income; however in the last quarter they reported a substantial gain. Through investigation it can be found that Crescent liquidated a large portion of their assets in the last quarter, partially in selling interest in their Woodlands development. Crescent disclosed this information openly in their 10–K report, and this liquidation of assets is evident in their financial statements. Being a Real Estate Investment Trust, this liquidation of assets should not be a 28 cause of concern, but instead looked upon as larger revenues from operating expenses and the potential for higher growth and profitability in the future. 29 Ratio Analysis and Forecasted Financials In this section, we will attempt to extract in-dept data on Crescent Real Estate Co. by computing and analyzing liquidity, profitability, and capital structure ratios for the previous five years. These financial ratios will allow us to judge how well Crescent is doing in its particular industry by comparing them to its three main competitors. Based on the apparent trends of Crescent, the overall industry, and our own educated assumptions, we will be able to forecast the company’s financial statements 10 years into the future. This data is especially important to current or potential investors/shareholders for obvious reasons. Ratio Analysis Our ratio analysis will involve 12 key financial ratios that will be useful in determining Crescents 2000-2004 performance (5-year span). Please note that the current ratio, quick asset ratio, working capital turnover, and the debt service margin were excluded in our analysis due to the fact that Crescent failed to report their current and long-term liabilities separately. In order to set a benchmark upon which Crescent will be judged, we have also analyzed the ratios of the company’s three closest competitors (all of whom are also classified as REIT companies), HRPT Properties Trust (HRPT), Parkway Properties Inc. (PKY), and CarrAmerica Realty Corporation (CarrAmerica). 30 Liquidity When analyzing Crescent’s level of liquidity (i.e. the company’s ability to repay its debt, or more precisely, current liabilities) we will compute the following ratios: accounts receivable turnover, day’s supply of receivables ratio, inventory turnover and day’s supply of inventory turnover. Accounts Recievable Turnover - Sales Accounts Recievable Accounts Recievable Turnover 45.00 40.00 35.00 Industry Average 30.00 PKY 25.00 20.00 Crescent 15.00 CarrAmerica 10.00 HRPT 5.00 0.00 2000 2001 2002 2003 2004 Other than the dip in 2004, Crescent has shown very strong performance in regards to its accounts relievable turnover ratio and days supply of receivables turnover ratio (data supplied in appendix A-1 and A-2); indicating that Crescent’s credit/payment policies have been more efficient when compared to the industry average. However, CarrAmerica’s accounts receivable turnover numbers have steadily been improving and has been the top 31 performer for the last two years. Although, Crescent is above average in this regard, we would like to see their numbers approach the levels that they have shown in the past. Days Supply of Recievables - 365 Accounts receivable turnover Days Supply of Recievables 120.00 100.00 80.00 HRPT CarrAmerica 60.00 PKY 40.00 Industry Crescent 20.00 0.00 2000 2001 2002 2003 2004 Crescent’s days supply of receivables performance has been stellar from 2000-2003. They did experience a notable increase in days supply when they went from 15.57 days in 2003 to 22.05 days in 2004 (appendix A-2). However, these numbers are still much better than the industry average of 34.77 days supply of receivables. 32 Inventory Turnover - Cost of good sold Inventory Inventory T urnover 0.80 0.70 0.60 HRPT CarrAmerica PKY Industry Crescent 0.50 0.40 0.30 0.20 0.10 0.00 2000 2001 2002 2003 2004 We now take a look at the total cost of goods sold and how it relates to Crescent’s inventory. Crescent’s inventory turnover has been decreasing slightly since 2001, indicating that the company is improving their inventory management (i.e. real estate/land) by keeping costs of goods sold to a minimum. Crescent’s 2003 and 2004 performance is second to only HRPT, but still better than the industry average. (data information found in appendix A-3) 33 Days Supply of Inventory - 365 Inventory turnover Days Supply of Inventory 12000.00 10000.00 HRPT CarrAmerica 8000.00 6000.00 PKY Industry 4000.00 Crescent 2000.00 0.00 2000 2001 2002 2003 2004 Similar to their inventory turnover ratio, Crescent’s days supply of inventory is indicating that the company is doing a better job of managing its inventory and costs of goods sold. Crescent is showing a trend of year-to-year improvement and we suspect that this trend will continue into the near future. 34 Profitability Profitability ratios allow us to examine the company’s ability to earn profits and asses how efficient they are at doing so. We will take a look at the gross profit margin, operating expense ratio, net profit margin, asset turnover return on assets (ROA), and return on equity (ROE) ratios. Gross Profit Margin - Gross profit Sales Gross Profit Margin 0.90 0.80 0.70 0.60 HRPT CarrAmerica 0.50 0.40 PKY 0.30 Industry Crescent 0.20 0.10 0.00 2000 2001 2002 2003 20004 Since 2001, Crescent did a great job of generating gross profit relative to its sales. However, in 2004 their gross profit margin decreased by about half of what it was a year earlier; certainly not a good sign. On the other hand, Crescent’s 2004 performance still outperformed PKY and HRPT. CarrAmerica is the industry leader with an average of about 80% gross profit on all their sales (or .80 cents for every one dollar generated by sales, refer to appendix A-5). 35 Operating Expense Ratio - Operating expenses Sales Operating Expense Ratio 0.90 0.80 0.70 0.60 HRPT 0.50 CarrAmerica PKY Industry Crescent 0.40 0.30 0.20 0.10 0.00 2000 2001 2002 2003 2004 The company has managed to reduce the amount of expenses relative to their sales by a significant amount since 2001; indicating that Crescent’s management has found ways to reduce their annual operating expenses. Crescent has been the industry leader for the past two years (refer to appendix A-6 for additional information). 36 Net Profit Margin - Net income Sales Net Profit Margin 0.40 0.35 0.30 0.25 HRPT 0.20 CarrAmerica 0.15 0.10 PKY Industry 0.05 Crescent 0.00 -0.05 2000 2001 2002 2003 2004 Crescent’s net profit margin (NPM) performance has fluctuated greatly over the previous five years (appendix A-7). Though, they seemed to recover somewhat from 2003’s poor performance, their current NPM is still below the industry average. We would like to see Crescent increase their future NPM figures by at least 3-6% in the years to come. 37 Asset Turnover - Sales Total assets Asset Turnover 2.00 1.80 1.60 1.40 HRPT 1.20 CarrAmerica PKY Industry Crescent 1.00 0.80 0.60 0.40 0.20 0.00 2000 2001 2002 2003 2004 Crescent’s asset turnover improved greatly in 2002 and 2003 keeping an average greater than the industry (appendix A-8). Although they suffered greatly in 2004, falling below the industry average, sales were consistent. Crescent’s total assets increased more rapidly than sales decreasing their asset turnover. Their asset turnover will need to increase by 6-8% to keep up with the industry. 38 Return on Assets (ROA) - Net Income Sales Return on Assets 0.60 0.50 HRPT 0.40 CarrAmerica 0.30 PKY Industry 0.20 Crescent 0.10 0.00 2000 2001 2002 2003 2004 -0.10 Crescent’s ROA is really lagging behind the competition and the industry averages. They have been bouncing all around without any consistency. In 2004 they did show improvement with an ROA around 1%, but they will have to improve to 1-3% to keep up with the industry (additional information found in appendix A-9). 39 Return on Equity (ROE) - Net income Equity Return on Equity 0.60 0.50 HRPT 0.40 CarrAmerica 0.30 PKY Industry 0.20 Crescent 0.10 0.00 2000 2001 2002 2003 2004 -0.10 Crescent’s ROE is also lagging behind the competition. The industry has been averaging around 10% and Crescent has only had an ROE one time in the last five years that has outperformed the average (appendix A-10). Crescent will have to improve in this area as well to keep their financial structure competitive with the industry. 40 Capital Structure The capital structure analysis involves computing the debt to equity ratio, times interest earned ratio, and the debt service margin to determine Crescent’s credit risk, interest expense charges and the company’s overall ability to meet current and long-term debt. Debt to Equity Ratio - Total liabilities Owner’s Equity Debt to Equity 3.00 2.50 HRPT 2.00 1.50 CarrAmerica PKY 1.00 Industry Crescent 0.50 0.00 2000 2001 2002 2003 2004 Crescent’s total liabilities relative to its owner’s equity has been rising each year (appendix A-11). This especially sends “red flags” to current and future creditors and lenders, which may make borrowing money in the future a little difficult and costly on Crescent’s behalf. 41 Times Interest Earned - Operating income Interest expense Tim es Interest Earned 20.00 18.00 16.00 14.00 CarrAmerica 12.00 PKY 10.00 Industry 8.00 Crescent 6.00 4.00 2.00 0.00 2000 2001 2002 2003 20004 Here we take a look at the company’s ability to cover their interest charges generated from borrowing money and funds. From looking at the data (appendix A-12), we see that Crescent’s figures are significantly lower than those of PKY, whom is now doing a remarkable job of “covering” their interest charges. We feel that it is very important for Crescent to improve their current management of interest expenses. 42 Ratio Analysis Summary Crescent has done a great job at managing its inventory and keeping their cost of goods sold down, as evidenced by their inventory turnover and day’s supply of inventory ratios. The company’s accounts receivable turnover ratio is also better than the industry average, meaning that they are doing well at managing their credit and payment policies. Crescent is also excelling at controlling their operating expenses (relative to sales) where they are currently the leader amongst their three other competitors. Crescent has shown excellent gross profit margin performance, however, the company showed a notable decline in 2004. A similar trend can be seen in their net profit margin, asset turnover, ROE, and ROA ratios. Though these ratios have shown significant improvement in 2004, we would like to see the company achieve numbers similar to their 2002 figures. Finally, we have found that Crescent’s current capital structure is in need of some major changes. Both their debt to equity and times interest earned ratios highlight this fact. Forecasting In forecasting our revenue growth, we decided to use a cyclical growth pattern. The nature of real estate operations makes for a very uneven growth pattern, there is a lot of capital sunk into properties at the beginning and a large return is incurred in one year. We used one year of high growth followed by two years of low growth to establish the cycle. Once the total revenue was established, we segmented the revenue and matched each segment’s revenue with the segment’s operating expenses. For other income and other expenses we treated them as independent from revenue and grew them out separately. Amounts that were consistent we approximated as a percentage of the total other expenses. These included 43 corporate and administrative, depreciation, amortization, and impairments to real estate assets. In the equity section of the income statement a separate declining growth rate from 5 to 3 percent. We chose to grow this section because Crescent has indicated that they plan to employ joint ventures in the future. Minority interests averaged around 20 percent of income from continuing operations and the income tax provision was based on the amount of expected net income for each year. All of these factors were used in determining Crescent’s net income and the result is consistent with historical net profit margins. The sustainable growth rate for our company was computed and it is not relevant to Crescent. Using the standard formula we came up with a two percent SGR. This is not reasonable and so we tried to modify the formula by substituting cash flows from operating activities for net income. This result was also thrown out because we came up with six to eight percent. The historical average growth for Crescent is 23 percent. We feel that because of the way the business is organized as a REIT and the nature of the industry and competitors that the SGR does not apply to our company or its competitors. REITs must distribute at least 90 percent of their earnings and so money is reinvested internally. There is not any indication of the actual amount of capital being put back into the company, but due to the low net income numbers and high historical growth we believe that Crescent is plowing back funds and heavily financed to allow growth. 44 Balance Sheet In order to forecast the balance sheet we based our total assets off of our yearly revenue. We said that on average our revenue would be about 20 percent of our total assets. In order to grow our assets in we multiplied the sales growth rate times 20 percent and grew our assets at the resulting rate. Next, we computed each individual component of total assets as a percentage of total assets. In order to do this we used averages of the previous five years. Some of the percentages we estimated ourselves when we thought that the calculated average did not represent what percentage each component actually made up of total assets. Next, we calculated total liabilities, total minority interests, and total stockholders’ equity all as percentages of the total of the three categories to the right side of the balance sheet. Since the left and right sides of the balance sheet are equal, the growth of all of the components of the balance sheet is based on the growth of total sales. Valuation Analysis In this section we will be using five valuation methods to forecast the intrinsic value for Crescent Real Estate. The valuation methods include the Method of Comparables, Discounted Dividend Model, Discounted Free Cash Flows, Discounted Residual Income, and the Abnormal Earnings Growth. The purpose of performing these five valuations is to get our intrinsic value estimates, see how they compare with one another, and perform a sensitivity analysis for each valuation model (excluding the comparables) in order to judge how sensitive our cost of capital and growth estimates are in determining our intrinsic value. 45 Valuation Analysis Method of Comparables We begin Crescent’s valuation by using the method of comparables. The first step involves computing each of CEI’s competitors (CarrAmerica, Parkway, and HRPT) Price/Earnings (P/E), Price/Book (P/B), Dividend/Price (D/P), and Price/Sales (P/S) ratios. Price/Earnings (Trailing) HRPT(HRP) Parkway (PKY) CarrAmerica (CRE) Industry Average Crescent's Implied P/E $17.99 $27.34 $32.92 $26.08 $32.08 Price/Earnings (Forward) HRPT Parkway CarrAmerica Industry Average Crescent's Implied P/E $9.15 $9.68 $10.47 $9.77 $12.69 Price/Book HRPT Parkway CarrAmerica Industry Average Crescent's Implied P/B $1.18 $1.69 $2.44 $1.77 $16.01 Dividend/Price HRPT Parkway CarrAmerica Industry Average Crescent's Implied D/P $0.07 $0.06 $0.06 $0.06 $22.68 Price/Sales HRPT Parkway CarrAmerica Industry Average Crescent's Implied P/S $3.56 $3.98 $3.63 $3.72 $36.11 After performing our calculations, we find that the Price/Book valuation of $16.01 comes closest to Crescent’s current share value of $16.35. The rest of the comparables valuations showed major fluctuation between share prices. The highest share price was given by the Price/Sales ratio of $36.11 for Crescent, with the trailing Price/Earnings valuation 46 nearby with a projected share price of $32.08. The forward Price/Earnings valuation gives us the lowest share price of the five comparable methods, which assumes that our current share price should be $12.69. And finally, the Dividend/Price comparable gives us a share price of $22.68. A table showing our calculations can be seen in appendix B. You can see by the data above that the method of comparables gives us share prices that are not very consistent and thus, we feel that these numbers are not a good indicator of a company’s true value. From our experience, the method of comparables has shown us signs that display inaccurate and non-consistent data. Therefore, we have decided to take the values obtained by the method of comparables with a “grain of salt” and basically disregard further use of this information. 47 Discounted Dividend Model The discount dividend model is one of the five methods used to obtain an intrinsic value for Crescent. This valuation model uses the firm’s current dividends and their growth discounted to today’s prices. The Discounted Dividend model is as follows: Value = (Current Dividend * (1 + Dividend Growth)) / (Cost of Equity - Dividend Growth) In the base model we used a cost of equity of 7.33% with no growth rate. We forecasted our dividends at $1.50 per share, with no growth, for nine years with the present value of future dividends to be $9.64. The present value for the terminal value of future dividends was $18.33 with an estimated value per share of $20.83. The intrinsic value is about $12 higher than the actual share price of $16.35. Sensitivity Analysis Ke 0.0533 0.0633 0.0733 0.0833 0.0933 0 $28.51 $24.06 $20.83 $18.01 $16.44 g 0.01 $32.64 $26.66 $22.57 $19.59 $17.32 0.02 $39.24 $30.46 $24.96 $21.20 $18.45 0.03 51.51 36.54 28.46 $23.40 $19.93 In the above sensitivity analysis diagram, we display Crescent’s share price values by adjusting both the growth rate and cost of equity from 5.3% to 9.3% and the growth rate ranged from 0 to 3%. To capture the actual share price for CEI, the implied cost of equity would equal 9.38%. 48 The intrinsic values that we derived using the Discount Dividend model far exceeded our actual share price. Those in the financial industry do not believe the discount dividend model is the best tool to use when allocating a firm’s intrinsic value. Research has been done showing that the discount dividend model has a R^2 of 10%, some even suggest 5% of the actual share price is captured in the discount dividend model. 49 Discounted Free Cash Flows to the Firm Valuation In order to value Crescent by way of its discounted future cash flows we had to forecast Cash Flows from Operating activities and Cash Flows from Investing activities. This proved to be a difficult task, since each account consists of many components. We analyzed several forecasting methods before settling with a forecast that, we felt, reasonably depicted future cash flows for our firm. We calculated a WACC of 7.12. We valued the firm’s continuous cash flows in the terminal year with no growth and a calculated WACC of 7.12, resulting in an intrinsic value of $28.54, implying that our firm is undervalued. Sensitivity Analysis WACC 6.82 7.02 7.12 7.22 7.42 g 0.01 $35.13 $34.24 $33.81 $33.37 $32.52 0 $29.73 $28.94 $28.54 $28.15 $27.38 50 0.015 $38.54 $37.60 $37.14 $36.68 $35.77 0.02 $42.63 $41.62 $41.13 $40.63 $39.66 Residual Income Valuation Model With the residual income valuation model (RIM) we are able to compute Crescent’s current share value to a fairly accurate degree. Without going into much detail, the RIM model involves using Crescent’s book value of equity (BVE), dividends per share (DPS), earnings per share (EPS), our calculated cost of equity (Ke) and a perpetuity value. A residual income amount is then calculated for each of the forecasted years and the present value residual value is then added to our 2004 ending BVE. From here, we calculate the present value of our perpetuity and we are then able to arrive at CEI’s estimated share price. We have decided to use a cost of equity of 7.33%. With this Ke and assuming no growth, we see that Crescent’s share price should be $28.41 implying that the company is significantly overvalued (current share price is $16.35). Sensitivity Analysis Ke 0.0533 0.0633 0.0733 0.0833 0.0933 0 $40.57 $33.50 $28.41 $24.58 $21.60 g 0.01 $45.51 $36.40 $30.21 $25.74 $22.37 0.015 $48.95 $38.30 $31.34 $26.44 $22.82 0.02 $53.43 $40.63 $32.68 $27.26 $23.34 We feel that the residual income model is accurate and is able to give a good representation of our firm’s current value. Therefore, we are comfortable with our estimated Ke of 7.33% and feel that Crescent is slightly undervalued. 51 Abnormal Earnings Growth Model The abnormal earnings growth model is able to display the effects of earnings gained on dividends reinvested into the company (17% in this case). The model also includes our earnings per share, dividends per share, and then takes into effect the difference between Crescent’s “normal earnings” and cumulative dividend earnings. The present value of our forecasted figure are computed then tallied to arrive at our estimated price per share of $28.41 for Crescent. Please note that when doing this calculation, we assumed a perpetuity value of zero, but for the purposes of completing a sensitivity analysis (shown below) for Crescent, we factored in a $0.10 perpetuity. Sensitivity Analysis Ke 0.0533 0.0633 0.0733 0.0833 0.0933 0 $40.05 $33.50 $28.41 $24.58 $21.60 g 0.01 $68.65 $51.92 $40.87 $33.39 $28.05 0.015 $73.33 $53.83 $41.93 $34.03 $28.46 0.02 $78.24 $56.17 $43.20 $34.78 $28.93 You see by the numbers displayed in our sensitivity analysis diagram that a slight increase in growth results in a substantial rise in the company’s share prices. Though this calculation is not shown above, the abnormal earnings growth (AEG) model implies that our cost of equity should be 8.09%. This information, as well as the full AEG model layout can be seen in the appendix F. 52 We notice that the AEG model share price is very similar, in fact identical, to the one calculated by the residual income valuation model; thus, further assuring ourselves that Crescent is slightly undervalued. Valuation Summary After calculating our five valuation methods Crescent Real Estate is consistently undervalued. Although we feel that a couple of our valuation methods do not seem pertinent to our share price, such as the method of comparables valuation, we tend to put more emphasis on the abnormal growth and residual income models. The four valuation models and Ford Epic Research show a value of about $28. We feel this consistency indicates the true value of Crescent. Our results show that Crescent is undervalued and we strongly recommend a “buy” for Crescent Real Estate shares. 53 Appendix A: Financial Ratios A-1: Accounts Receivable Turnover Crescent HRPT CarrAmerica PKY Industry 2000 16.68 41.22 14.85 3.41 19.83 2001 21.69 N/A 7.78 4.41 6.09 2002 23.84 N/A 15.04 4.58 9.81 2003 23.45 N/A 23.89 5.93 14.91 2004 16.56 N/A 27.23 6.50 16.87 *Note: Data for HRPT not available after 2000. A-2: Days Supply of Receivables Crescent HRPT CarrAmerica PKY Industry 2000 21.88 8.86 24.57 106.97 46.80 2001 16.82 N/A 46.93 82.78 64.86 2002 15.31 N/A 24.26 79.76 52.01 2003 15.57 N/A 15.28 61.57 38.43 2004 22.05 N/A 13.40 56.15 34.77 *Note: Data for HRPT not available after 2000 A-3: Inventory Turnover Crescent HRPT CarrAmerica PKY Industry 2000 0.20 0.05 0.62 0.08 0.25 2001 0.09 0.05 0.69 0.08 0.27 2002 0.08 0.05 0.51 0.07 0.21 2003 0.07 0.04 0.50 0.08 0.21 2004 0.05 0.03 0.50 0.08 0.20 A-4: Days Supply of Inventory Crescent HRPT CarrAmerica PKY Industry 2000 1783.65 7996.92 593.34 4862.87 4484.38 2001 4091.68 7484.15 530.80 4461.34 4158.77 54 2002 4563.37 7444.43 722.66 5563.38 4576.82 2003 5092.94 8751.68 726.71 4838.72 4772.37 2004 6960.13 11069.20 729.02 4834.20 5544.14 A-5: Gross Profit Margin Crescent HRPT CarrAmerica PKY Industry 2000 36.63% 25.34% 82.74% 20.75% 42.94% 2001 60.11% 21.11% 81.78% 20.24% 41.04% 2002 63.95% 22.20% 83.85% 18.91% 41.65% 2003 64.33% 21.33% 79.67% 20.80% 40.60% 2004 32.33% 18.16% 78.48% 22.34% 39.66% 2000 63.37% 27.22% 80.41% 43.41% 50.35% 2001 39.89% 34.30% 80.59% 42.25% 52.38% 2002 36.05% 35.67% 63.15% 41.40% 46.74% 2003 35.67% 36.60% 68.91% 40.41% 48.64% 2004 34.92% 38.51% 71.20% 41.51% 50.40% 2000 8.75% 26.63% 27.76% 29.57% 27.99% 2001 -0.75% 35.13% 32.64% 18.91% 28.89% 2002 35.78% 21.01% 15.26% 19.13% 18.46% 2003 1.52% 25.60% 22.44% 28.48% 25.51% 2004 17.41% 22.86% 15.02% 23.03% 20.30% A-6: Operating Expense Ratio Crescent HRPT CarrAmerica PKY Industry A-7: Net Profit Margin Crescent HRPT CarrAmerica PKY Industry A-8: Asset Turnover Crescent HRPT CarrAmerica PKY Industry 2000 0.14 0.14 1.85 0.18 0.73 2001 0.14 0.14 0.18 0.20 0.17 55 2002 0.24 0.14 0.19 0.17 0.16 2003 0.22 0.13 0.17 0.19 0.16 2004 0.06 0.12 0.17 0.18 0.16 A-9: Return on Assets Crescent HRPT CarrAmerica PKY Industry 2000 2.05% 3.86% 51.46% 0.00% 18.44% 2001 -0.11% 4.91% 5.84% 3.87% 4.87% 2002 5.46% 2.95% 2.85% 3.16% 2.99% 2003 0.22% 3.31% 3.88% 5.33% 4.17% 2004 0.98% 2.85% 2.57% 4.05% 3.16% 2000 6.47% 7.48% 53.43% 10.58% 23.83% 2001 -0.33% 9.30% 10.90% 7.83% 9.34% 2002 14.33% 5.00% 6.71% 7.07% 6.26% 2003 0.53% 5.54% 10.95% 10.71% 9.07% 2004 3.18% 5.69% 8.04% 8.20% 7.31% A-10: Return of Equity Crescent HRPT CarrAmerica PKY Industry A-11: Debt to Equity Ratio Crescent HRPT CarrAmerica PKY Industry 2000 0.99 0.94 0.04 0.97 0.33 2001 1.37 0.90 0.87 0.00 0.59 2002 1.64 0.69 1.36 1.24 1.10 2003 1.90 0.67 1.82 1.01 1.17 2004 2.49 1.00 2.12 1.02 1.38 2001 1.03 N/A 3.39 3.39 2002 1.53 N/A 10.95 10.95 2003 1.42 N/A 5.92 5.92 2004 1.08 N/A 13.25 13.25 A-12: Times Interest Earned Crescent CarrAmerica PKY Industry 2000 0.98 1.13 18.06 9.60 *Note: Data for HRPT and CarrAmerica (after 2000) was not available 56 Appendix B: Method of Comparables Multiples Crescent (CEI) HRPT Parkway (PKY) CarrAmerica (CRE) Industry Average EPS Trailing EPS Forward BPS DPS 1.23 1.30 9.04 0.67 1.31 10.29 1.69 4.77 27.59 0.98 3.08 13.22 PPS 1.50 0.84 2.60 2.00 Sales 16.35 11.98 46.15 32.26 9.70 3.37 11.60 8.89 57 P/E Trailing P/E Forward P/B D/P P/S PEG 32.08 12.69 16.01 22.68 36.11 17.99 9.15 1.18 0.07 3.56 3.20 27.34 9.68 1.69 0.06 3.98 1.47 32.92 10.47 2.44 0.06 3.63 4.44 26.08 9.77 1.77 0.06 3.72 Appendix C: Discounted Dividend Model Years from valuation date 1 2005 2 2006 3 2007 4 2008 5 2009 6 2010 7 2011 8 2012 9 2013 Perpetuity Dividends per share $1.50 $1.50 $1.50 $1.50 $1.50 $1.50 $1.50 $1.50 $1.50 $1.50 Present Value Factor 0.932 0.868 0.809 0.754 0.702 0.654 0.609 0.568 0.529 Present Value of Future Dividends $1.40 $1.30 $1.21 $1.13 $1.05 $0.98 $0.91 $0.85 $0.79 Perpetuity Value $34.64 2004 Total Present Value of Forecast Future Dividends Continuing (Terminal) Value (assume no growth) Present Value of Continuing (Terminal) Value $9.64 $18.33 Estimated Value per Share Value as of April 1, 2005 $27.97 28.46 Actual Price per share Cost of Equity Growth rate $16.35 0.0733 0.03 Implied Cost of Equity with no growth 0.0938 Sensitivity Analysis Growth 0 0.01 Ke 0.0533 0.0633 0.0733 0.0833 0.0933 58 $28.51 $24.06 $20.83 $18.01 $16.44 $32.64 $26.66 $22.57 $19.59 $17.32 0.02 0.03 $39.24 $30.46 $24.96 $21.20 $18.45 51.51 36.54 28.46 $23.40 $19.93 Appendix D: Discounted Free Cash Flows Model Cash Flows Valuation 2004 Cash Flow from Operations Cash From by Investing Activities Free Cash Flow (to firm) discount rate (7.12% WACC) Present Value of Free Cash Flows Total PV of Annual Cash Flows Continuing (Terminal) Value PV of Continuing (Terminal) Value Value of the Firm (end of 2004) BV of Debt and Preferred Stock Value of Equity (end of 2004) Estimated Value per Share Value @ April 1, 2005 Actual Price per share 1 2 3 4 5 6 7 8 9 2005 2006 2007 2008 2009 2010 2011 2012 2013 $112,249,597 ($121,147,500) ($8,897,903) 0.9335 ($8,306,482) $150,119,175 $330,683,500 $480,802,675 0.8715 $419,011,312 $178,641,818 $347,217,675 $525,859,493 0.8136 $427,816,989 $196,506,000 $364,578,559 $561,084,559 0.7595 $426,133,877 $174,890,340 ($128,416,350) $46,473,990 0.7090 $32,950,131 $232,604,153 $382,807,487 $615,411,639 0.6619 $407,326,178 $276,798,941 $401,947,861 $678,746,803 0.6179 $419,385,923 $304,478,836 $422,045,254 $726,524,090 0.5768 $419,068,972 $270,986,164 ($136,121,331) $134,864,833 0.5385 $72,621,237 2,616,008,136 Perpetuity Value 3,160,317,843 5,776,325,979 2,975,692,000 2,800,633,979 $28.06 $28.54 $16.35 Sensitivity Analysis Growth Cost of Debt 7.00% Cost of Equity 7.50% WACD 5.38% WACE 1.74% WACC 7.12% Implied WACC 10.705 WACC 6.82 7.02 7.12 7.22 7.42 0 $29.73 $28.94 $28.54 $28.15 $27.38 59 0.01 $35.13 $34.24 $33.81 $33.37 $32.52 0.015 $38.54 $37.60 $37.14 $36.68 $35.77 0.02 $42.63 $41.62 $41.13 $40.63 $39.66 5869023374.962 Appendix E: Residual Income Model 1 2 3 4 5 6 7 8 9 Perpetuity Forecast Years 2005 2006 2007 2008 2009 2010 2011 2012 2013 13.03 (0.36) $1.50 11.17 11.17 0.46 $1.50 10.13 10.13 1.03 $1.50 9.66 9.66 1.34 $1.50 9.50 9.50 0.72 $1.50 8.72 8.72 1.96 $1.50 9.18 9.18 2.88 $1.50 10.56 10.56 3.39 $1.50 12.45 12.45 2.46 $1.50 13.42 0.95 0.82 0.74 0.71 0.70 0.64 0.67 0.77 0.91 Residual Income (RI) (1.31) (0.36) 0.29 0.64 0.03 1.32 2.20 2.62 1.55 Present Value of RI (1.22) (0.31) 0.23 0.48 0.02 0.87 1.34 1.49 0.82 Perpetuity Value 21.12 2004 Beginning BVE (per share) Earnings Per Share Dividends per share Ending BVE (per share) Ke "Normal" Income 13.03 0.0733 BV Equity (per share) 2004 Total PV of RI (end 2004) Continuation (Terminal) Value PV of Terminal Value (end 2004) Estimated Value (2004) 11.18 $ 27.91 April 1, 2005 Value $ Actual Price per share Growth 13.0259467 3.71 28.41 $16.35 0 Sensitivity Analysis Growth 0 0.01 0.015 Ke 0.0533 0.0633 0.0733 0.0833 0.0933 60 $40.57 $33.50 $28.41 $24.58 $21.60 $45.51 $36.40 $30.21 $25.74 $22.37 $48.95 $38.30 $31.34 $26.44 $22.82 0.02 $ $ $ 53.43 40.63 32.68 $27.26 $23.34 1.55 Appendix F: Abnormal Earnings Growth Model 2004 2005 1 2 2006 2007 3 4 5 Forecast Years 2008 2009 2010 6 7 8 2011 2012 2013 EPS ($0.36) $0.46 $1.03 $1.34 $0.72 $1.96 $2.88 $3.39 $2.46 DPS DPS invested at Ke Cum-Dividend Earnings Normal Earnings Abnormal Earning Growth (AEG) $1.50 $1.50 $0.11 $0.57 ($0.38) $0.95 $1.50 $0.11 $1.14 $0.49 $0.65 $1.50 $0.11 $1.45 $1.11 $0.35 $1.50 $0.11 $0.83 $1.44 ($0.61) $1.50 $0.11 $2.07 $0.77 $1.30 $1.50 $0.11 $2.99 $2.11 $0.88 $1.50 $0.11 $3.50 $3.09 $0.42 $1.50 $0.11 $2.57 $3.64 ($1.07) 0.932 0.868 0.809 0.754 0.702 0.654 0.609 0.568 $0.89 $0.56 $0.28 ($0.46) $0.91 $0.58 $0.25 ($0.61) PV Factor PV of AEG Core EPS Total PV of AEG Continuing (Terminal) Value PV of Terminal Value Total PV of AEG Average Perpetuity Capitalization Rate (perpetuity) ($0.36) $2.40 Value Per Share Cost of Equity Growth Actual Price per share $28.41 0.0733 0 $16.35 Implied Cost of Equity 11.895% Perpetuity Value $0.00 $0.00 Sensitivity Analysis Growth 0 0.01 0.015 $2.05 0.0733 Ke 0.0533 0.0633 0.0733 0.0833 0.0933 61 $40.05 $33.50 $28.41 $24.58 $21.60 $68.65 $51.92 $40.87 $33.39 $28.05 $73.33 $53.83 $41.93 $34.03 $28.46 0.02 $78.24 $56.17 $43.20 $34.78 $28.93 Perpetuity $0.00 Appendix G: Five-Year Historical Income Statement 62 Dec. 1999 Dec. 2000 Dec. 2001 Dec. 2002 Dec. 2003 Dec. 2004 $614,493,000 $65,237,000 $41,091,000 $720,821,000 $606,040,000 $72,114,000 $15,367,000 $693,521,000 $575,883,000 $45,748,000 $621,631,000 $538,781,000 $203,128,000 $260,569,000 $1,002,478,000 $495,468,000 $225,562,000 $228,214,000 $949,244,000 $484,049,000 $183,515,000 $311,197,000 $978,761,000 $84,401,000 $172,747,000 $257,148,000 $463,673,000 $83,939,000 $166,102,000 $250,041,000 $443,480,000 $79,186,000 $168,798,000 $247,984,000 $373,647,000 $72,710,000 $165,870,000 $157,987,000 $238,745,000 $635,312,000 $367,166,000 $65,220,000 $170,219,000 $182,648,000 $202,162,000 $620,249,000 $328,995,000 $60,390,000 $173,969,000 $155,812,000 $271,819,000 $661,990,000 $316,771,000 $25,458,000 $25,458,000 $128,932,000 $24,884,000 $153,816,000 $204,000 $7,577,000 $37,635,000 $45,416,000 $22,591,000 $18,166,000 $13,036,000 $53,793,000 $86,186,000 $13,038,000 $100,000 $5,737,000 $105,061,000 $18,879,000 $265,772,000 $18,005,000 $302,656,000 ($16,274,000) ($192,033,000) ($10,283,000) ($131,657,000) ($15,000,000) ($162,038,000) ($16,800,000) ($544,085,000) ($54,954,000) ($24,073,000) ($203,197,000) ($9,497,000) ($123,839,000) ($9,349,000) ($369,955,000) $227,341,000 ($3,356,000) ($23,116,000) ($182,194,000) ($9,327,000) ($10,802,000) ($117,988,000) ($25,332,000) ($92,782,000) ($464,897,000) ($45,834,000) ($803,000) ($26,435,000) ($179,059,000) ($10,178,000) ($138,604,000) ($13,216,000) ($11,389,000) ($379,684,000) $41,275,000 ($33,300,000) ($172,116,000) ($10,925,000) ($157,204,000) ($8,624,000) ($4,637,000) ($386,806,000) $47,250,000 ($38,889,000) ($176,771,000) ($13,056,000) ($42,608,000) ($163,630,000) ($4,094,000) ($725,000) ($439,773,000) $179,654,000 $5,265,000 $42,871,000 $15,039,000 $5,122,000 $68,297,000 $13,343,000 ($2,384,000) $10,959,000 $10,959,000 ($13,500,000) ($583,000) ($4,317,000) ($7,441,000) $3,164,000 $53,470,000 $7,432,000 $11,645,000 $75,711,000 $303,052,000 ($51,002,000) $252,050,000 ($3,928,000) $248,122,000 ($13,500,000) ($2,906,000) $231,716,000 $6,124,000 $41,014,000 $1,136,000 $2,957,000 $51,231,000 $5,397,000 ($19,398,000) ($14,001,000) $9,342,000 ($4,659,000) ($13,501,000) ($18,160,000) $23,431,000 ($115,000) $39,778,000 ($2,933,000) ($6,609,000) $53,552,000 $94,827,000 ($21,762,000) $4,424,000 $77,489,000 $12,978,000 ($3,984,000) $10,397,000 ($9,172,000) $87,708,000 ($16,702,000) ($5,047,000) $65,959,000 $10,469,000 $5,760,000 $10,427,000 $2,172,000 ($4,053,000) $24,775,000 $72,025,000 ($7,110,000) ($26,325,000) $38,590,000 $1,616,000 ($24,471,000) $10,287,000 $26,022,000 ($18,225,000) ($8,075,000) ($278,000) $6,262,000 ($245,000) ($2,266,000) $6,153,000 ($280,000) $9,624,000 $189,278,000 ($37,211,000) $12,937,000 $165,004,000 $10,221,000 ($2,978,000) $1,052,000 ($363,000) $172,936,000 ($23,723,000) ($8,075,000) $141,138,000 Revenues: Office Property Resort/Hotel Property Residential Development Property Behavioral healthcare properties Total Property Revenue Operating Expenses: Office Property real estate taxes Office Property operating expenses Resort/Hotel Property expense Residential Development Property expense Total Property expense Income from Property Operations Other Income: Income from sale of investment in unconsolidated company, net Income from investment land sales, net Gain on joint venture of properties, net Gain on property sales, net Interest and other income Total Other Income Other Expenses Loss on property sales, net Corporate general and administrative Interest expense Amortization of deferred financing costs Extinguishment of debt Depreciation and amortization Settlement of merger dispute Impairments related to real estate assets Impairments related to COPI Impairments related to the behavioral healthcare Carrying value in excess of market value of asset held for sale Other expenses Total Other Expenses Net Operating Income (loss) Equity in Net Income (loss) of Unconsolidated Companies: Office Properties Resort/Hotel Properties Residential Development Properties Temperature-Controlled Logistics Properties Other Total Equity in Net Income of Unconsolidated Companies INCOME from Continuing Ops. before Minority Interests & Inc. Taxes Minority interests Income tax (provision) benefit INCOME (loss) Before Disc. Ops. & Cum. Effect of a Change in Acct. Income from discontinued operations, net of minority interests Impairment charges from R/E assets from disc. ops, net of minority Gain on real estate from discontinued operations, net of minority in Extraordinary item - extinguishment of debt Cumulative effect of a change in accounting principle NET INCOME (loss) Series A Preferred Share distributions Series B Preferred Share distributions Share repurchase agreement return Forward share purchase agreement return NET INCOME (loss) Available to common shareholders 63 Appendix H: Forecasted Income Statement Dec. 2005 Dec. 2006 Dec. 2007 Dec. 2008 Dec. 2009 Dec. 2010 Dec. 2011 Dec. 2012 Dec. 2013 Revenues: Office Property Resort/Hotel Property Residential Development Property Total Property Revenue $435,548,645 $174,219,458 $261,329,187 $871,097,290 $579,279,698 $689,342,840 $758,277,124 $674,866,641 $897,572,632 $1,068,111,432 $1,174,922,576 $1,045,681,092 $266,468,661 $317,097,707 $348,807,477 $310,438,655 $412,883,411 $491,331,259 $540,464,385 $481,013,302 $312,811,037 $372,245,134 $409,469,647 $364,427,986 $484,689,221 $576,780,173 $634,458,191 $564,667,790 $1,158,559,396 $1,378,685,681 $1,516,554,249 $1,349,733,282 $1,795,145,265 $2,136,222,865 $2,349,845,151 $2,091,362,185 Operating Expenses: Office Property real estate taxes Office Property operating expenses Resort/Hotel Property expense Residential Development Property expense Total Property expense Income from Property Operations $58,799,067 $124,131,364 $135,891,177 $222,129,809 $540,951,417 $330,145,873 $78,202,759 $165,094,714 $207,845,556 $265,889,381 $717,032,410 $441,526,986 $93,061,283 $196,462,710 $247,336,211 $316,408,364 $853,268,568 $525,417,113 $102,367,412 $216,108,980 $272,069,832 $348,049,200 $938,595,425 $577,958,824 $91,106,997 $192,336,993 $242,142,151 $309,763,788 $835,349,928 $514,383,354 $121,172,305 $144,195,043 $158,614,548 $141,166,947 $255,808,200 $304,411,758 $334,852,934 $298,019,111 $322,049,060 $383,238,382 $421,562,220 $375,190,376 $411,985,838 $490,263,147 $539,289,462 $479,967,621 $1,111,015,404 $1,322,108,331 $1,454,319,164 $1,294,344,056 $684,129,860 $814,114,534 $895,525,987 $797,018,129 $94,892,790 $100,349,125 $105,868,327 $111,426,415 $116,997,735 $122,555,128 $128,070,108 $133,513,088 $138,853,612 Other Income: Total Other Income Other Expenses Corporate general and administrative Interest expense Amortization of deferred financing costs Depreciation and amortization Impairments related to real estate assets Other expenses Total Other Expenses Net Operating Income (loss) ($31,367,093) ($32,621,777) ($201,645,600) ($209,711,424) ($10,306,331) ($10,718,584) ($143,392,427) ($149,128,124) ($6,721,520) ($6,990,381) ($54,668,363) ($56,855,097) ($448,101,333) ($466,025,387) ($23,062,670) $75,850,724 ($33,926,648) ($218,099,881) ($11,147,327) ($155,093,249) ($7,269,996) ($59,129,301) ($484,666,402) $146,619,038 ($35,283,714) ($226,823,876) ($11,593,220) ($161,296,979) ($7,560,796) ($61,494,473) ($504,053,058) $185,332,181 ($36,695,063) ($235,896,831) ($12,056,949) ($167,748,858) ($7,863,228) ($63,954,252) ($524,215,181) $107,165,908 ($38,162,865) ($245,332,704) ($12,539,227) ($174,458,812) ($8,177,757) ($66,512,422) ($545,183,788) $261,501,200 ($39,689,380) ($255,146,013) ($13,040,796) ($181,437,165) ($8,504,867) ($69,172,919) ($566,991,139) $375,193,503 ($41,276,955) ($265,351,853) ($13,562,428) ($188,694,651) ($8,845,062) ($71,939,836) ($589,670,785) $439,368,290 ($42,928,033) ($275,965,927) ($14,104,925) ($196,242,437) ($9,198,864) ($74,817,429) ($613,257,616) $322,614,124 Equity in Net Income (loss) of Unconsolidated Companies: Office Properties Resort/Hotel Properties Residential Development Properties Temperature-Controlled Logistics Properties Other Total Equity in Net Income of Unconsolidated Companies INCOME from Continuing Ops. before Minority Interests & Inc. Taxes Minority interests Income tax (provision) benefit NET INCOME (loss) Series A Preferred Share distributions Series B Preferred Share distributions NET INCOME (loss) Available to common shareholders $6,636,857 $3,846,668 $6,311,787 $902,974 $361,190 $18,059,475 ($5,003,195) ($1,000,639) $2,018,750 ($3,985,085) ($23,723,000) ($8,075,000) ($35,783,085) $7,264,953 $4,210,707 $6,909,118 $988,429 $395,372 $19,768,579 $166,387,617 ($33,277,523) $2,038,988 $135,149,081 ($24,199,832) ($8,155,952) $102,793,297 $7,573,713 $4,389,662 $7,202,756 $1,030,437 $412,175 $20,608,743 $205,940,924 ($41,188,185) $2,049,183 $166,801,922 ($24,441,831) ($8,196,732) $134,163,360 $7,876,662 $4,565,249 $7,490,866 $1,071,655 $428,662 $21,433,093 $128,599,001 ($25,719,800) $2,059,429 $104,938,630 ($24,686,249) ($8,237,715) $72,014,666 $8,172,036 $4,736,446 $7,771,773 $1,111,842 $444,737 $22,236,834 $283,738,034 ($56,747,607) $2,069,726 $229,060,153 ($24,933,111) ($8,278,904) $195,848,138 $8,458,058 $4,902,221 $8,043,786 $1,150,756 $460,302 $23,015,123 $398,208,626 ($79,641,725) $2,080,075 $320,646,975 ($25,182,443) ($8,320,298) $287,144,234 $8,732,945 $5,061,543 $8,305,209 $1,188,156 $475,262 $23,763,115 $463,131,405 ($92,626,281) $2,090,475 $372,595,599 ($25,434,267) ($8,361,900) $338,799,432 $8,994,933 $5,213,390 $8,554,365 $1,223,800 $489,520 $24,476,008 $347,090,132 ($69,418,026) $2,100,927 $279,773,033 ($25,688,610) ($8,403,709) $245,680,714 $6,952,108 $4,029,385 $6,611,596 $945,865 $378,346 $18,917,300 $94,768,025 ($18,953,605) $2,028,844 $77,843,263 ($23,960,230) ($8,115,375) $45,767,658 64 Appendix I: Five-Year Historical Balance Sheet 65 Dec. 1999 Dec. 2000 Dec. 2001 Dec. 2002 Dec. 2003 Dec. 2004 398,754,000 278,975,000 249,266,000 223,897,000 242,656,000 209,392,000 - - - 54,804,000 105,236,000 69,086,000 3,529,344,000 3,163,129,000 2,938,669,000 2,205,143,000 2,253,405,000 1,835,662,000 71,716,000 60,420,000 72,247,000 50,878,000 51,168,000 43,465,000 95,760,000 116,480,000 92,951,000 447,778,000 450,279,000 501,379,000 81,741,000 ASSETS: Investments in Real Estate: Land Land improvements, net of accumulated depreciation Building and improvements, net of accumulated depreciation Furniture, fixtures and equipment, net of accumulated depreciatio Land held for investment or development Properties held for disposition, net Less - accumulated depreciation Net Investment in Real Estate Cash and cash equivalents Restricted cash and cash equivalents Defeasance investments Accounts receivable, net Deferred rent receivable Investments in unconsolidated companies Notes receivable, net Income tax asset - current and deferred Other assets, net Total Assets - 62,597,000 64,694,000 122,085,000 52,519,000 (507,520,000) (555,491,000) (637,904,000) - - - 3,588,054,000 3,126,110,000 2,779,923,000 3,104,585,000 3,155,263,000 2,740,725,000 72,926,000 38,966,000 36,285,000 78,444,000 78,052,000 92,291,000 87,939,000 94,568,000 115,531,000 105,786,000 217,329,000 93,739,000 - - - - 9,620,000 175,853,000 37,204,000 42,200,000 28,654,000 42,046,000 40,480,000 60,004,000 74,271,000 82,775,000 66,362,000 59,869,000 62,582,000 58,271,000 812,494,000 845,317,000 838,317,000 562,643,000 443,974,000 362,643,000 131,542,000 141,407,000 132,065,000 115,494,000 78,453,000 102,173,000 - - - 39,709,000 17,506,000 13,839,000 146,131,000 4,950,561,000 171,975,000 4,543,318,000 145,012,000 4,142,149,000 179,823,000 4,288,399,000 215,263,000 4,318,522,000 338,226,000 4,037,764,000 LIABILITIES: Borrowings under Credit Facility Notes payable Accounts payable, accrued expenses and other liabilities Current income tax payable Total Liabilities 510,000,000 553,452,000 283,000,000 164,000,000 239,000,000 142,500,000 2,088,929,000 1,718,443,000 1,931,094,000 2,218,910,000 2,319,699,000 2,009,755,000 170,984,000 202,591,000 220,068,000 375,902,000 374,195,000 422,348,000 2,769,913,000 2,474,486,000 2,434,162,000 2,758,812,000 7,995,000 2,940,889,000 2,574,603,000 99,226,000 100,586,000 69,910,000 130,802,000 108,706,000 113,572,000 - - - 43,972,000 47,123,000 49,339,000 24,648,000 123,874,000 236,919,000 337,505,000 232,137,000 302,047,000 174,774,000 155,829,000 162,911,000 200,000,000 200,000,000 200,000,000 MINORITY INTERESTS: Operating partnership Consolidated real estate partnerships Investment in joint ventures Total Minority Interests SHAREHOLDERS' EQUITY: Preferred shares, $0.01 par value, authorized 100 mill shares: Series A Convertible Cumulative Preferred Shares Series B Cumulative Preferred Shares Common shares, $0.01 par value, authorized 250 mill shares Additional paid-in capital Deferred compensation on restricted shares Accumulated deficit Accumulated other comprehensive income Less - shares held in treasury, at cost Total Shareholders' Equity Total Liabilities and Shareholders' Equity - - - 248,160,000 248,160,000 319,166,000 - - - 81,923,000 81,923,000 81,923,000 1,208,000 1,211,000 1,227,000 1,236,000 1,237,000 1,245,000 2,229,680,000 2,221,531,000 2,234,360,000 2,243,419,000 2,245,683,000 2,246,335,000 (41,000) - - (5,253,000) (4,102,000) (2,233,000) (386,532,000) (402,337,000) (638,435,000) (728,060,000) (877,120,000) (885,016,000) 12,459,000 (6,734,000) (31,484,000) (27,252,000) (13,829,000) (1,022,000) 2,056,774,000 2,013,671,000 1,765,668,000 1,814,173,000 1,681,952,000 1,760,398,000 - (282,344,000) (359,728,000) (459,360,000) (460,148,000) (460,148,000) 2,056,774,000 1,731,327,000 1,405,940,000 1,354,813,000 1,221,804,000 1,300,250,000 4,950,561,000 4,543,318,000 4,142,149,000 4,288,399,000 4,318,522,000 4,037,764,000 66 Appendix J: Forecasted Balance Sheet 67 Dec. 2005 Dec. 2006 Dec. 2007 Dec. 2008 Dec. 2009 Dec. 2010 Dec. 2011 Dec. 2012 Dec. 2013 232,987,058 256,783,330 275,280,149 289,699,585 292,043,923 320,611,921 342,441,411 359,129,401 360,851,254 59,233,998 63,143,442 65,542,893 66,853,750 65,382,968 69,698,244 72,346,777 73,793,713 72,170,251 1,892,723,679 2,017,643,442 2,094,313,893 2,136,200,170 2,089,203,767 2,227,091,215 2,311,720,681 2,357,955,095 2,306,080,083 ASSETS: Investments in Real Estate: Land Land improvements, net of accumulated depreciation Building and improvements, net of accumulated depreciation Furniture, fixtures and equipment, net of accumulated depreciation Land held for investment or development Properties held for disposition, net Net Investment in Real Estate Cash and cash equivalents Restricted cash and cash equivalents Defeasance investments Accounts receivable, net Deferred rent receivable Investments in unconsolidated companies Notes receivable, net Other assets, net Total Assets 51,336,131 54,724,316 56,803,840 57,939,917 56,665,239 60,405,145 62,700,540 63,954,551 62,547,551 434,382,651 463,051,906 480,647,879 490,260,836 479,475,098 511,120,454 530,543,031 541,153,892 529,248,506 59,233,998 63,143,442 65,542,893 66,853,750 65,382,968 69,698,244 72,346,777 73,793,713 72,170,251 2,729,897,516 2,918,489,877 3,038,131,545 3,107,808,009 3,048,153,962 3,258,625,223 3,392,099,218 3,469,780,364 3,403,067,896 78,978,664 84,191,256 87,390,523 89,138,334 87,177,290 92,930,992 96,462,369 98,391,617 96,227,001 102,672,263 109,448,632 113,607,680 115,879,834 113,330,478 120,810,289 125,401,080 127,909,102 125,095,102 157,957,328 155,753,823 148,563,890 138,164,417 122,048,207 116,163,740 106,108,606 93,472,036 76,981,601 65,947,184 63,143,442 65,542,893 66,853,750 65,382,968 46,465,496 48,231,185 49,195,808 48,113,501 59,233,998 63,143,442 65,542,893 66,853,750 65,382,968 69,698,244 72,346,777 73,793,713 72,170,251 355,403,987 387,279,776 410,735,460 427,864,002 427,168,723 464,654,958 491,958,084 511,636,407 510,003,106 102,672,263 109,448,632 113,607,680 115,879,834 113,330,478 120,810,289 125,401,080 127,909,102 125,095,102 296,169,989 318,663,903 326,403,605 328,474,760 316,889,451 356,390,353 365,110,068 367,492,689 354,596,499 3,948,933,192 4,209,562,783 4,369,526,168 4,456,916,692 4,358,864,525 4,646,549,583 4,823,118,467 4,919,580,837 4,811,350,058 LIABILITIES: Borrowings under Credit Facility Notes payable Accounts payable, accrued expenses and other liabilities Total Liabilities 193,326,935 206,086,513 213,917,800 218,196,156 213,395,841 227,479,966 236,124,205 240,846,689 235,548,062 1,966,945,655 2,096,764,069 2,176,441,103 2,219,969,925 2,171,130,587 2,314,425,206 2,402,373,363 2,450,420,831 2,396,511,572 334,268,507 356,330,229 369,870,777 377,268,193 368,968,293 393,320,200 408,266,367 416,431,695 407,270,197 2,494,541,097 2,659,180,810 2,760,229,681 2,815,434,274 2,753,494,720 2,935,225,372 3,046,763,936 3,107,699,215 3,039,329,832 128,488,414 136,968,649 142,173,458 145,016,927 141,826,554 151,187,107 156,932,217 160,070,861 156,549,303 56,835,021 60,586,132 62,888,405 64,146,173 62,734,958 66,875,465 69,416,733 70,805,067 69,247,356 2,250,892 2,399,451 2,490,630 2,540,443 2,484,553 2,648,533 2,749,178 2,804,161 2,742,470 187,574,327 199,954,232 207,552,493 211,703,543 207,046,065 220,711,105 229,098,127 233,680,090 228,539,128 311,003,762 331,530,010 344,128,151 351,010,714 343,288,478 365,945,518 379,851,447 387,448,476 378,924,610 80,442,928 85,752,162 89,010,744 90,790,959 88,793,557 94,653,932 98,250,782 100,215,797 98,011,050 1,266,818 1,350,428 1,401,744 1,429,779 1,398,324 1,490,613 1,547,256 1,578,202 1,543,481 2,158,404,113 2,300,858,785 2,388,291,418 2,436,057,247 2,382,463,987 2,539,706,610 2,636,215,462 2,688,939,771 2,629,783,096 MINORITY INTERESTS: Operating partnership Consolidated real estate partnerships Investment in joint ventures Total Minority Interests SHAREHOLDERS' EQUITY: Preferred shares, $0.01 par value, authorized 100 mill shares: Series A Convertible Cumulative Preferred Shares Series B Cumulative Preferred Shares Common shares, $0.01 par value, authorized 250 mill shares Additional paid-in capital Deferred compensation on restricted shares Accumulated deficit Accumulated other comprehensive income Less - shares held in treasury, at cost Total Shareholders' Equity Total Liabilities and Shareholders' Equity (3,800,453) (4,051,283) (4,205,232) (4,289,337) (4,194,971) (4,471,839) (4,641,769) (4,734,605) (4,630,443) (817,477,506) (871,431,021) (904,545,400) (922,636,308) (902,338,309) (961,892,637) (998,444,558) (958,413,449) (996,008,353) (11,401,360) (12,153,850) (12,615,696) (12,868,010) (12,584,914) (13,415,518) (13,925,308) (14,203,814) (13,891,330) 1,718,438,302 1,831,855,230 1,901,465,729 1,939,495,044 1,896,826,153 2,022,016,679 2,098,853,312 2,140,830,379 2,093,732,110 (451,620,534) (481,427,490) (499,721,734) (509,716,169) (498,502,413) (531,403,572) (551,596,908) (562,628,846) (550,251,012) 1,266,817,768 1,350,427,741 1,401,743,995 1,429,778,875 1,398,323,739 1,490,613,106 1,547,256,404 1,578,201,532 1,543,481,099 3,948,933,192 4,209,562,783 4,369,526,168 4,456,916,692 4,358,864,525 4,646,549,583 4,823,118,467 4,919,580,837 4,811,350,058 68 Appendix K: Five-Year Historical Cash Flows 69 Dec. 1999 Dec. 2000 Dec. 2001 Dec. 2002 Dec. 2003 Dec. 2004 $10,959,000 $248,122,000 ($4,659,000) $87,708,000 $26,022,000 $172,936,000 $141,940,000 $120,573,000 $2,384,000 ($7,808,000) - $133,336,000 $9,349,000 $51,002,000 ($6,878,000) ($3,763,000) $135,484,000 $25,332,000 ($20,458,000) $21,429,000 ($476,000) - $139,484,000 $160,057,000 ($91,046,000) $4,123,000 ($10,397,000) $20,927,000 $13,216,000 ($22,591,000) ($18,166,000) $19,654,000 $1,956,000 ($23,328,000) $408,000 $115,000 ($39,778,000) $6,609,000 $155,237,000 $107,163,000 ($130,692,000) $25,052,000 ($10,287,000) $19,178,000 $8,624,000 ($13,038,000) ($100,000) $6,439,000 $1,093,000 ($11,190,000) $1,246,000 ($5,760,000) ($10,427,000) $4,053,000 $176,686,000 $161,853,000 ($205,714,000) $2,978,000 ($1,052,000) $5,152,000 $4,094,000 ($18,879,000) ($265,772,000) $37,211,000 $1,737,000 ($6,262,000) $1,833,000 $245,000 $2,266,000 $280,000 $25,404,000 $30,857,000 $336,060,000 $1,589,000 $2,308,000 ($19,672,000) $275,715,000 $3,392,000 $10,392,000 ($22,301,000) $212,813,000 $25,510,000 $34,418,000 $4,975,000 ($17,925,000) $280,303,000 $10,313,000 $11,000,000 $3,500,000 ($430,000) $127,951,000 $4,833,000 $113,000 $1,822,000 ($21,657,000) $95,684,000 ($500,000) ($27,781,000) ($20,254,000) ($22,021,000) $627,775,000 ($41,938,000) ($26,559,000) $200,389,000 $129,651,000 $107,940,000 ($23,723,000) ($46,427,000) ($58,462,000) ($205,811,000) ($68,461,000) $428,306,000 ($51,810,000) $209,994,000 $38,226,000 $121,422,000 $164,067,000 ($120,206,000) ($2,477,000) ($17,241,000) ($16,745,000) ($49,175,000) $55,181,000 $11,574,000 $43,155,000 $178,667,000 ($44,732,000) ($6,613,000) ($18,023,000) ($13,574,000) ($77,279,000) ($36,484,000) $334,000 $174,881,000 $3,229,000 $1,028,913,000 ($381,672,000) ($4,142,000) ($14,297,000) ($27,739,000) ($92,876,000) $629,253,000 ($167,615,000) ($737,981,000) ($425,488,000) ($293,325,000) ($91,859,000) ($710,698,000) CASH FLOWS FROM OPERATING ACTIVITIES: Net Income Adj. to Reconcile Net Inc. to Net Cash From Op Activities: Depreciation and amortization Residential Development cost of sales Residential Development capital expenditures Impairment charges related to real estate Gain on real estate from discontinued operations Discontinued operations Impairment charges related to real estate assets Income from investment land sales, net Gain on joint venture of properties, net Minority interests Non-cash compensation Office Properties Ownership portion of Office Properties Fee Resort/Hotel Properties Residential Development Properties Other Distributions received from unconsolidated companies: Office Properties Residential Development Properties Temperature-Controlled Logistics Properties Income tax -current and deferred, net Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Net cash impact of consolidation Proceeds from property sales Proceeds from sale of investment Proceeds from joint venture partner Acquisition of investment properties Development of investment properties Property improvements - Office Properties Property improvements - Resort/Hotel Properties Tenant improvement and leasing costs - Office Properties Net cash provided by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Net cash used in financing activities INCREASE (DEC.) IN CASH AND CASH EQUIVALENTS ($37,366,000) ($33,960,000) ($2,681,000) $42,159,000 ($392,000) $14,239,000 CASH AND CASH EQUIVALENTS, Beginning of period $110,292,000 $72,926,000 $38,966,000 $36,285,000 $78,444,000 $78,052,000 $38,966,000 $36,285,000 $78,444,000 $78,052,000 $92,291,000 End of period $72,926,000 70 Appendix L: Forecasted Cash Flows Dec. 2005 Dec. 2006 Dec. 2007 Dec. 2008 Dec. 2009 Dec. 2010 Dec. 2011 Dec. 2012 Dec. 2013 (1,983,806) 64,564,256 98,950,508 115,459,438 59,243,819 149,995,461 198,465,640 222,322,821 146,030,261 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income Adj. to Reconcile Net Inc. to Net Cash From Op Activities: Depreciation and amortization Residential Development cost of sales Residential Development capital expenditures Impairment charges related to real estate Gain on real estate from discontinued operations Discontinued operations Impairment charges related to real estate assets Income from investment land sales, net Gain on joint venture of properties, net Minority interests Non-cash compensation Office Properties Ownership portion of Office Properties Fee Resort/Hotel Properties Residential Development Properties Other Distributions received from unconsolidated companies: Office Properties Residential Development Properties Temperature-Controlled Logistics Properties Income tax -current and deferred, net Net cash provided by operating activities 133,577,020 127,964,540 (148,169,468) 6,734,976 (4,826,733) 10,214,713 5,836,979 (13,357,702) (17,959,935) 15,041,446 1,234,746 (6,734,976) 1,122,496 (2,244,992) (7,857,472) 1,122,496 151,699,377 163,257,425 174,685,444 148,809,865 155,094,554 165,951,172 (202,265,836) (228,560,395) (279,496,711) 7,223,780 8,162,871 8,734,272 (14,447,560) (7,020,069) (7,511,474) 8,668,536 14,856,426 15,896,375 7,512,731 8,489,386 9,083,643 (17,192,596) (19,427,634) (20,787,568) (23,116,096) (26,121,188) (27,949,671) 19,359,730 21,876,495 23,407,850 1,795,832 1,921,540 (10,113,292) (9,795,445) (10,481,127) 1,444,756 1,632,574 1,746,854 (6,501,402) (3,265,148) (3,493,709) (11,558,048) (11,428,020) (12,227,981) 1,444,756 (17,958,317) 1,746,854 155,470,046 147,696,543 (205,220,460) 7,773,502 (6,685,212) 14,147,774 8,084,442 (18,500,935) (24,875,207) 20,832,986 1,710,171 (9,328,203) 1,554,700 (3,109,401) (10,882,903) 1,554,700 179,101,493 184,394,937 192,490,324 149,251,244 157,410,312 168,429,034 (278,602,322) (314,820,624) (336,858,067) 9,950,083 11,243,594 12,030,645 (8,557,071) (9,669,491) (10,346,355) 18,109,151 20,463,341 21,895,774 10,348,086 11,693,337 12,511,871 (23,681,197) (26,759,753) (28,632,936) (31,840,265) (35,979,500) (45,716,452) 26,666,222 30,132,831 32,242,129 2,189,018 2,473,591 2,646,742 (11,940,100) (13,492,312) (14,436,774) 1,990,017 2,248,719 2,406,129 (3,980,033) (4,497,437) (4,812,258) (13,930,116) (15,741,031) (16,842,903) 1,990,017 2,248,719 2,406,129 171,316,388 154,184,750 (256,974,583) 10,707,274 (9,208,256) 19,487,239 11,135,565 (25,483,313) (34,263,278) 28,695,495 2,355,600 (12,848,729) 2,141,455 (4,282,910) (14,990,184) 2,141,455 8,306,470 8,418,720 3,142,989 (7,071,725) 112,249,597 10,691,194 10,835,670 4,045,317 (9,101,963) 144,475,597 11,504,783 11,660,253 4,353,161 (9,794,613) 155,470,046 14,726,123 14,925,124 5,572,046 (12,537,104) 199,001,658 15,846,766 16,060,911 5,996,074 (13,491,166) 214,145,486 12,081,049 12,244,307 4,571,208 (16,325,742) 163,257,425 12,926,723 13,101,408 4,891,192 (11,005,183) 174,685,444 16,640,519 16,865,391 6,296,412 (14,166,928) 224,871,874 17,805,355 18,045,968 6,737,161 (15,158,613) 240,612,905 CASH FLOWS FROM INVESTING ACTIVITIES: Net cash impact of consolidation Proceeds from property sales Proceeds from sale of investment Proceeds from joint venture partner Acquisition of investment properties Development of investment properties Property improvements - Office Properties Property improvements - Resort/Hotel Properties Tenant improvement and leasing costs - Office Properties Net cash provided by (used in) investing activities 10,889,342 60,989,148 64,476,665 69,645,953 15,625,336 68,113,439 70,505,450 72,654,131 16,152,850 43,557,367 243,956,592 257,906,660 278,583,810 62,501,344 272,453,758 282,021,800 290,616,524 64,611,399 21,778,683 121,978,296 128,953,330 139,291,905 31,250,672 136,226,879 141,010,900 145,308,262 32,305,699 32,668,025 182,967,444 193,429,995 208,937,858 46,876,008 204,340,318 211,516,350 217,962,393 48,458,549 (109,667,500) (164,069,375) (175,035,219) (207,611,023) (164,095,779) (177,702,849) (181,111,218) (182,630,217) (176,385,016) (9,238,750) (5,617,688) (6,402,859) (6,350,324) (6,902,405) (6,318,319) (6,493,477) (6,516,131) (6,557,583) (23,997,000) (18,389,500) (18,676,625) (18,840,031) (19,975,789) (18,970,486) (107,658,000) (19,225,510) (19,321,880) (19,352,667) (19,352,667) (20,004,583) (21,612,229) (20,080,536) (20,262,504) (20,489,963) (20,611,308) (20,361,078) (67,785,000) (71,778,750) (77,429,688) (77,467,359) (73,615,199) (75,072,749) (75,896,249) (75,512,889) (75,024,272) ($121,147,500) $330,683,500 $347,217,675 $364,578,559 ($128,416,350) $382,807,487 $313,405,594 $422,045,254 ($136,121,331) CASH FLOWS FROM FINANCING ACTIVITIES: Net cash used in financing activities (75,574,000) (451,870,200) (460,907,604) (470,125,756) (149,528,271) (537,118,837) (498,901,213) (608,879,238) (219,056,822) INCREASE (DEC.) IN CASH AND CASH EQUIVALENTS (84,471,903) 23,288,897 49,567,496 69,138,247 (122,474,575) 44,690,308 39,376,255 53,778,922 (141,032,668) CASH AND CASH EQUIVALENTS, Beginning of period 92,291,000 7,819,097 31,107,994 80,675,490 149,813,737 27,339,161 72,029,470 111,405,724 165,184,646 7,819,097 31,107,994 80,675,490 149,813,737 27,339,161 72,029,470 111,405,724 165,184,646 24,151,978 End of period 71 Appendix M: Historical Pro Forma Income Statement -2- 1999 2000 2001 2002 2003 2004 85.2% 9.1% 5.7% 100.0% 87.4% 10.4% 2.2% 100.0% 92.6% 7.4% 100.0% 53.7% 20.3% 26.0% 100.0% 52.2% 23.8% 24.0% 100.0% 49.5% 18.7% 31.8% 100.0% 13.7% 28.1% 35.7% 64.3% 13.9% 27.4% 36.1% 63.9% 13.8% 29.3% 39.9% 60.1% 13.5% 30.8% 77.8% 91.6% 63.4% 36.6% 13.2% 34.4% 81.0% 88.6% 65.3% 34.7% 12.5% 35.9% 84.9% 87.3% 67.6% 32.4% 100.0% 100.0% 83.8% 16.2% 100.0% 0.4% 16.7% 82.9% 100.0% 42.0% 33.8% 24.2% 100.0% 82.0% 12.4% 0.1% 5.5% 100.0% 6.2% 87.8% 5.9% 100.0% 3.0% 35.3% 1.9% 24.2% 2.8% 29.8% 3.1% 75.5% -7.6% 6.5% 54.9% 2.6% 33.5% 2.5% 53.3% 32.8% 0.7% 5.0% 39.2% 2.0% 2.3% 25.4% 5.4% 20.0% 74.8% -7.4% 0.2% 7.0% 47.2% 2.7% 36.5% 3.5% 3.0% 37.9% 4.1% 8.6% 44.5% 2.8% 40.6% 2.2% 1.2% 40.7% 5.0% 8.8% 40.2% 3.0% 9.7% 37.2% 0.9% 0.2% 44.9% 18.4% 7.7% 62.8% 22.0% 7.5% 100.0% 2.9% -0.3% 1.5% 1.5% -1.9% -0.1% -0.6% -1.0% 4.2% 70.6% 9.8% 15.4% 100.0% 68.3% -7.4% 36.3% -0.6% 35.8% -1.9% -0.4% 0.0% 33.4% 12.0% 80.1% 2.2% 5.8% 100.0% 1.4% -3.1% -2.3% 1.5% -0.7% -1.9% -2.9% 43.8% -0.2% 74.3% -5.5% -12.3% 100.0% 25.8% -2.2% 0.4% 7.7% 1.3% -0.4% 1.0% -0.9% 8.7% -2.3% -0.7% 6.6% 42.3% 23.2% 42.1% 8.8% -16.4% 100.0% 21.9% -0.7% -2.8% 4.1% 0.2% -2.6% 1.1% 2.7% -2.5% -1.1% -0.03% 65.1% -2.5% -23.5% 63.9% -2.9% 100.0% 19.3% -3.8% 1.3% 16.9% 1.0% -0.3% 0.1% 17.7% -3.3% -1.1% 14.4% Revenues: Office Property Resort/Hotel Property Residential Development Property Behavioral healthcare properties Total Property Revenue Operating Expenses: Office Property real estate taxes Office Property operating expenses Resort/Hotel Property expense Residential Development Property expense Total Property expense Income from Property Operations Other Income: Income from sale of investment in unconsolidated company, net Income from investment land sales, net Gain on joint venture of properties, net Gain on property sales, net Interest and other income Total Other Income Other Expenses Loss on property sales, net Corporate general and administrative Interest expense Amortization of deferred financing costs Extinguishment of debt Depreciation and amortization Settlement of merger dispute Impairments related to real estate assets Impairments related to COPI Impairments related to the behavioral healthcare Carrying value in excess of market value of asset held for sale Other expenses Total Other Expenses Net Operating Income (loss) Equity in Net Income (loss) of Unconsolidated Companies: Office Properties Resort/Hotel Properties Residential Development Properties Temperature-Controlled Logistics Properties Other Total Equity in Net Income of Unconsolidated Companies INCOME from Continuing Ops. before Minority Interests & Inc. Taxes Minority interests Income tax (provision) benefit INCOME (loss) Before Disc. Ops. & Cum. Effect of a Change in Acct. Income from discontinued operations, net of minority interests Impairment charges from R/E assets from disc. ops, net of minority interests Gain on real estate from discontinued operations, net of minority interests Extraordinary item - extinguishment of debt Cumulative effect of a change in accounting principle NET INCOME (loss) Series A Preferred Share distributions Series B Preferred Share distributions Share repurchase agreement return Forward share purchase agreement return NET INCOME (loss) Available to common shareholders -3- Appendix N: Forecasted Pro Forma Income Statement 4 2005 2006 2007 2008 2009 2010 2011 2012 2013 Revenues: Office Property Resort/Hotel Property Residential Development Property Total Property Revenue % of Total Prop Revenue 50.0% 20.0% 30.0% Revenue Growth -11.0% 50.0% 23.0% 27.0% 33.0% 50.0% 23.0% 27.0% 19.0% 50.0% 23.0% 27.0% 10.0% 50.0% 23.0% 27.0% -11.0% 50.0% 23.0% 27.0% 33.0% 50.0% 23.0% 27.0% 19.0% 50.0% 23.0% 27.0% 10.0% 50.0% 23.0% 27.0% -11.0% 13.5% 13.5% 13.5% 13.5% 13.5% 13.5% 28.5% 28.5% 28.5% 28.5% 28.5% 28.5% 78.0% 78.0% 78.0% 78.0% 78.0% 78.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% Sum of Segment's Expense Property Revenue less Property Expenses 13.5% 28.5% 78.0% 85.0% Operating Expenses: Office Property real estate taxes Office Property operating expenses Resort/Hotel Property expense Residential Development Property expense Total Property expense Income from Property Operations Other Income: Total Other Income % of each Segments Revenues Income Growth on Past Years Avr. 13.5% 28.5% 78.0% 85.0% 13.5% 28.5% 78.0% 85.0% 6.0% 5.8% 5.5% 5.3% 5.0% 4.8% 4.5% 4.3% 4.0% Other Expenses Corporate general and administrative Interest expense Amortization of deferred financing costs Depreciation and amortization Impairments related to real estate assets Other expenses Total Other Expenses Net Operating Income (loss) % of Total Other Expenses Expense Growth Equity in Net Income (loss) of Unconsolidated Companies: Office Properties % of Total Resort/Hotel Properties Net Income of Residential Development Properties Unconsolidated Temperature-Controlled Logistics Properties Companies Other Total Equity in Net Income of Unconsolidated Companies Growth Rate INCOME from Continuing Ops. before Minority Interests & Inc. Taxes Minority interests % of Inc from Ops NET INCOME (loss) Series A Preferred Share distributions Preffered Series B Preferred Share distributions Growth NET INCOME (loss) Available to common shareholders 5 7.0% 7.0% 7.0% 7.0% 7.0% 7.0% 7.0% 7.0% 7.0% 45.0% 45.0% 45.0% 45.0% 45.0% 45.0% 45.0% 45.0% 45.0% 2.3% 2.3% 2.3% 2.3% 2.3% 2.3% 2.3% 2.3% 2.3% 32.0% 32.0% 32.0% 32.0% 32.0% 32.0% 32.0% 32.0% 32.0% 1.5% 1.5% 1.5% 1.5% 1.5% 1.5% 1.5% 1.5% 1.5% 12.2% 12.2% 12.2% 12.2% 12.2% 12.2% 12.2% 12.2% 12.2% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% Income from Prop Operation plus Other Income less Other Expenses 36.8% 36.8% 36.8% 36.8% 36.8% 36.8% 36.8% 36.8% 36.8% 21.3% 21.3% 21.3% 21.3% 21.3% 21.3% 21.3% 21.3% 21.3% 35.0% 35.0% 35.0% 35.0% 35.0% 35.0% 35.0% 35.0% 35.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 5.0% 4.8% 4.5% 4.3% 4.0% 3.8% 3.5% 3.3% 3.0% Net Op Income plus Equity in Net Income of Unconsolidated Co. 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% Sum of Income from Continuing Ops, Minority Int, & Tax 1.0% 1.0% 1.0% 1.0% 1.0% 1.0% 1.0% 1.0% 1.0% 0.5% 0.5% 0.5% 0.5% 0.5% 0.5% 0.5% 0.5% 0.5% Net Income less Preferred Distributions Appendix O: Pro Forma Balance Sheet 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 8.1% 71.3% 1.4% 1.9% 72.5% 1.5% 1.8% 0.8% 1.5% 16.4% 2.7% 3.0% 100.0% 6.1% 69.6% 1.3% 2.6% 1.4% 68.8% 0.9% 2.1% 0.9% 1.8% 18.6% 3.1% 3.8% 100.0% 6.0% 70.9% 1.7% 2.2% 1.6% 67.1% 0.9% 2.8% 0.7% 1.6% 20.2% 3.2% 3.5% 100.0% 5.2% 1.3% 51.4% 1.2% 10.4% 2.8% 72.4% 1.8% 2.5% 1.0% 1.4% 13.1% 2.7% 4.2% 100.0% 5.6% 2.4% 52.2% 1.2% 10.4% 1.2% 73.1% 1.8% 5.0% 0.2% 0.9% 1.4% 10.3% 1.8% 5.0% 100.0% 5.2% 1.7% 45.5% 1.1% 12.4% 2.0% 67.9% 2.3% 2.3% 4.4% 1.5% 1.4% 9.0% 2.5% 8.4% 100.0% 5.9% 1.5% 47.9% 1.3% 11.0% 1.5% 69.1% 2.0% 2.6% 4.0% 1.7% 1.5% 9.0% 2.6% 7.5% -2.2% 6.1% 1.5% 47.9% 1.3% 11.0% 1.5% 69.3% 2.0% 2.6% 3.7% 1.5% 1.5% 9.2% 2.6% 7.6% 6.6% 6.3% 1.5% 47.9% 1.3% 11.0% 1.5% 69.5% 2.0% 2.6% 3.4% 1.5% 1.5% 9.4% 2.6% 7.5% 3.8% 6.5% 6.7% 6.9% 1.5% 1.5% 1.5% 47.9% 47.9% 47.9% 1.3% 1.3% 1.3% 11.0% 11.0% 11.0% 1.5% 1.5% 1.5% 69.7% 69.9% 70.1% 2.0% 2.0% 2.0% 2.6% 2.6% 2.6% 3.1% 2.8% 2.5% 1.5% 1.5% 1.0% 1.5% 1.5% 1.5% 9.6% 9.8% 10.0% 2.6% 2.6% 2.6% 7.4% 7.3% 7.7% 2.0% -2.2% 6.6% Total Asset Growth Rate 7.1% 1.5% 47.9% 1.3% 11.0% 1.5% 70.3% 2.0% 2.6% 2.2% 1.0% 1.5% 10.2% 2.6% 7.6% 3.8% 7.3% 1.5% 47.9% 1.3% 11.0% 1.5% 70.5% 2.0% 2.6% 1.9% 1.0% 1.5% 10.4% 2.6% 7.5% 2.0% 7.5% 1.5% 47.9% 1.3% 11.0% 1.5% 70.7% 2.0% 2.6% 1.6% 1.0% 1.5% 10.6% 2.6% 7.4% -2.2% 18.4% 75.4% 6.2% 56.0% 22.4% 69.4% 8.2% 54.5% 11.6% 79.3% 9.0% 58.8% 5.9% 80.4% 13.6% 64.3% 8.1% 78.9% 12.7% 68.1% 5.5% 78.1% 16.4% 63.8% 7.8% 78.9% 13.4% 63.2% 7.8% 78.9% 13.4% 63.2% 7.8% 78.9% 13.4% 63.2% 7.8% 78.9% 13.4% 63.2% 7.8% 78.9% 13.4% 63.2% 7.8% 78.9% 13.4% 63.2% 7.8% 78.9% 13.4% 63.2% 7.8% 78.9% 13.4% 63.2% 7.8% 78.9% 13.4% 63.2% 80.1% 19.9% 2.5% 29.8% 70.2% 7.4% 23.1% 76.9% 7.3% 74.8% 25.2% 4.1% 69.8% 30.2% 3.6% 69.7% 30.3% 4.0% 68.5% 30.3% 1.2% 4.8% 68.5% 30.3% 1.2% 4.8% 68.5% 30.3% 1.2% 4.8% 68.5% 30.3% 1.2% 4.8% 68.5% 30.3% 1.2% 4.8% 68.5% 30.3% 1.2% 4.8% 68.5% 30.3% 1.2% 4.8% 68.5% 30.3% 1.2% 4.8% 68.5% 30.3% 1.2% 4.8% 0.1% 108.4% -18.8% 0.6% 100.0% 41.5% 0.1% 128.3% -23.2% -0.4% 116.3% -16.3% 38.1% 0.1% 158.9% -45.4% -2.2% 125.6% -25.6% 33.9% 18.3% 6.0% 0.1% 165.6% -0.4% -53.7% -2.0% 133.9% -33.9% 31.6% 20.3% 6.7% 0.1% 183.8% -0.3% -71.8% -1.1% 137.7% -37.7% 28.3% 24.5% 6.3% 0.1% 172.8% -0.2% -68.1% -0.1% 135.4% -35.4% 32.2% 24.6% 6.4% 0.1% 170.4% -0.3% -64.5% -0.9% 135.7% -35.7% 32.1% 24.6% 6.4% 0.1% 170.4% -0.3% -64.5% -0.9% 135.7% -35.7% 32.1% 24.6% 6.4% 0.1% 170.4% -0.3% -64.5% -0.9% 135.7% -35.7% 32.1% 24.6% 6.4% 0.1% 170.4% -0.3% -64.5% -0.9% 135.7% -35.7% 32.1% 24.6% 6.4% 0.1% 170.4% -0.3% -64.5% -0.9% 135.7% -35.7% 32.1% 24.6% 6.4% 0.1% 170.4% -0.3% -64.5% -0.9% 135.7% -35.7% 32.1% 24.6% 6.4% 0.1% 170.4% -0.3% -64.5% -0.9% 135.7% -35.7% 32.1% 24.6% 6.4% 0.1% 170.4% -0.3% -64.5% -0.9% 135.7% -35.7% 32.1% 24.6% 6.4% 0.1% 170.4% -0.3% -64.5% -0.9% 135.7% -35.7% 32.1% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% ASSETS: Investments in Real Estate: Land Land improvements, net of accumulated depreciation Building and improvements, net of accumulated depreciation Furniture, fixtures and equipment, net of accumulated depreciation Land held for investment or development Properties held for disposition, net Net Investment in Real Estate Cash and cash equivalents Restricted cash and cash equivalents Defeasance investments Accounts receivable, net Deferred rent receivable Investments in unconsolidated companies Notes receivable, net Other assets, net Total Assets LIABILITIES: Borrowings under Credit Facility Notes payable Accounts payable, accrued expenses and other liabilities Total Liabilities MINORITY INTERESTS: Operating partnership Consolidated real estate partnerships Investment in joint ventures Total Minority Interests SHAREHOLDERS' EQUITY: Preferred shares, $0.01 par value, authorized 100,000,000 shares: Series A Convertible Cumulative Preferred Shares Series B Cumulative Preferred Shares Common shares, $0.01 par value, authorized 250,000,000 shares Additional paid-in capital Deferred compensation on restricted shares Accumulated deficit Accumulated other comprehensive income Less - shares held in treasury, at cost Total Shareholders' Equity Total Liabilities and Shareholders' Equity 6 Sources: • Ford Epic Research Software • www.crescent.com • www.edgarscan.pwcglobal.com • http://finance.yahoo.com • www.wsj.com • www.morningstar.com • www.nareit.org ¾ National Association of Real Estate Investment Trusts 7 8