THEORY AND PRACTICE OF DEBT FINANCING IN REITS By Huyue Zhang M.A. The University of Toledo B. Architecture Tsinghua University Submitted to the Department of Urban Studies and Planning In partial fulfillment of the requirements for the Degree of Master of Science in Real Estate Development ROW"M at the Massachusetts Institute of Technology February, 2000 FEB 25 ZOQ @ 2000 Huyue Zhang All rights reserved The author hereby grants to MIT the permission to reproduce and to distribute publicly paper and electronic copies of this thesis document in whole or in part Signature of Author Huyue Zhang Department of Urban Studies and Planning January 7, 2000 Certified by Blake Eagle Chairman of The Center for Real Estate Thesis Supervisor Accepted by _ V - 14=1' - William C. Wheaton Chairman, Interdepartmental Degree Program in Real Estate Development Theory and Practice of Debt Financing In REITs By Huyue Zhang Submitted to the Department of Urban Studies and Planning On January 7, 2000 in partial fulfillment of the requirements for the Degree of Master of Science in Real Estate Development ABSTRACT Miller and Modigliani's classic finance theory proposes that debt does not add to a firm's value in the absence of corporate tax. Real Estate Investment Trusts (REITs) have no corporate level income tax and meet M & M's perfect market assumption. In reality, however, REIT operators use a significant amount of debt on their balance sheet. There seems to be a contradiction between practice and theory. This thesis developed a statistical model, which demonstrated the relationship between leverage and the cost of equity capital in a sample of 60 equity REITs including four property types. The model indicated a positive relationship between leverage ratio and cost of equity. When a firm adds additional debt, the cost of equity is increased in the form of a higher FFO yield, which is often associated with the decline of stock price. On one hand, the increased debt level increases the required return on equity, and therefore increases the weighted average cost of capital (WACC). On the other hand, the debt is cheaper than the overall return on asset, and the addition of debt lowers the WACC value. The positive and negative effects of a high debt level on WACC are then neutralized. Finally, the model indicated that the WACC value is invariant to the changes of leverage ratios and directionally supported the M & M theory. The model also verified that the size of a firm has an inverse relationship with the cost of equity. The larger firms usually have a lower cost of equity. Thesis Supervisor: Blake Eagle Title: Chairman of The Center for Real Estate ACKNOWLEDGMENT A thesis is never a piece of work for one person. Many contributors assisted me in this work. I would like to say thank you to Mr. Blake Eagle, my thesis advisor at MIT/CRE, Mr. Randall Newsome at Heitman Financial, and Ms. Virginia Dawson at Merrill Lynch for their instruction, information and encouragement. Special thanks also go to Mr. Blake Eagle for not only the direction he gave in my thesis work, but also for the generous help in my search for a job. I would also like to thank Dr. William Wheaton and Dr. Timothy Riddiough for their academic instruction in my education and their support in pursuit of my career. Last, but not least, I am grateful to my family for supporting me in completing my education at MIT/CRE, in which I received very professional training. TABLE OF CONTENTS ABSTRACT 2 ACKNOWLEDGMENTS 3 TABLE OF CONTENTS 4-5 CHAPTER 1 INTRODUCTION 6-8 CHAPTER 2 HISTORY OF REIT DEVELOPMENT History of Development 9-13 Classification of REITs 13-15 Requirements for REITs 16-17 Recent REITs Performance 17-22 CHAPTER 3 LITERATURE REVIEW OF M & M THEORY AND REIT CAPITAL STRUCTUR M & M Theory 23-27 REIT Related Capital Structure Theory 27-33 CHAPTER 4 TEST 1: LEVERAGE ANF REQUIRED RETURN TO EQUITY Introduction 34-35 Data Selection 35-36 The Regression Model 36-39 Results of the regression model 40-41 Findings and Implications 41-42 CHAPTER 5 TEST 2: LEVERAGE AND COST OF CAPITAL Introduction 43-44 Methodology 45-47 Findings 47-49 Implications 49-50 CHAPTER 6 CONCLUSIONS 51-55 BIBLIOGRAPHY 56-57 GLOSSARY OF TERMS 58-62 APPENDIX Exhibit I - Comparative Valuation of REITs from Merrill Lynch 63-67 Exhibit 2 - Assembled Data Set 68-69 Exhibit 3 - Regression for Test 1 70-71 CHAPTER 1. INTRODUCTION Corporate finance theory suggests that in a perfect capital market, the value of a firm remains unchanged when the capital structure changes. Modigliani and Miller theorized in their landmark paper of 1958 that a firm's value is determined by the value of its assets, not by the securities it issues (Modigliani and Miller, 1958). Thus, the M & M Proposition I proposes that the market value of the firm is independent of its capital structure. Modigliani and Miller further suggest (Proposition II) that while borrowing will improve the expected return, it will also increase the required return on equity because of an increased risk. Those changes in the discount rate will leave the value of the firm unchanged. Under these conditions, there is no reason to assume debt. This theory was based on the assumptions of the perfect capital market characterized by no taxes, costless trading, and borrowing and lending at a risk free rate. In reality, most of the firms are taxed at the corporation level, but the interest payment is considered as the production cost and is tax deductible. This provides a rationale for borrowing. Under the above conditions, the value of the firm can be described as the present value of its future cash flow plus the present value of its tax shield. In an imperfect financial world (with the corporate tax), the use of a greater amount of debt by the firm can enhance the value. However, operating at a high debt level will incur direct or indirect costs (such as bankruptcy cost), which are known as cost of financial distress. The cost of financial distress will offset the advantages of the tax deductibility of the interest payment. This trade off between tax deduction and the costs of financial distress suggests the idea of optimization of level of debt. However, during the early part of this century when there was no income tax imposed on corporations, corporate balance sheets had plenty of debt. This shows that the financial officers were considering factors other than the tax shield/financial distress trade off. In the world of real estate finance, there is an interesting case involving this question. Real Estate Investment Trusts (REITs) are a growing financing source for commercial real estate. A REIT eliminates the taxation of income at the entity level and only pays tax at the shareholder level. In exchange for the benefit of the corporate tax exemption, REITs have to meet many other conditions and requirements. As long as the REITs adhere to the conditions imposed by the law, they pay no tax on their income at the entity level. REITs can be described as conditionally tax exempt. Under the M & M theory discussed above, REITs should not seek the addition of debt because this strategy will have no impact on their value. Yet REITS do borrow money, often by considerable amount. The phenomena of REITs to assume debt suggests that some other factors influence REIT capital structure and leverage decision. This thesis is an attempt to find whether theory in an academic world and practical application in the real world of corporate finance are consistent. The focus of the research will be equity REITs as opposed to mortgage REITs. Equity REITs invest directly in property and comprise of more than 90 per cent of the market capitalization of the REITs (NAREIT, 1999). The approach of this study will be to explore some of the factors that determine REIT capital structure decisions by analyzing REIT data and developing a model to quantify the cost of leverage to a REIT. The model will examine the relationship between the market required return (presented as the FFO yield) and a series of other variables, such as the REIT's size, the debt to market capitalization ratio, the property type it specializes in, and the organization structure (UPREITs or regular REITs) etc. The research should yield results helpful to REIT financial managers in operating the firms. It should be noted that the situational factors surrounding the 1992 - 1996 period of REIT growth would not be those of the future. An environment characterized by low interest rates, low inflation, a broadening macro-economy recovery, and improving commercial real estate market is unprecedented in the REIT industry. These conditions will change, and the REIT structure will be tested in new ways. The signs of these changes first became visible in 1997. In 1998, as the commercial real estate market moved further into a recovery period, competition for acquisition was heating up dramatically. Early in the cycle, profits could be achieved simply by buying properties at recession prices which produced capitalization rates of 10 to 12 per cent, packaging them as REITs, and reselling them to the public at REIT earnings (FFO yields), which were 200-400 basis points lower. This practice became known as " positive spread investing". With competition for properties driving up prices, these large yield spreads have been narrowing. CHAPTER 2. HISTORY OF REITS Developmental History The concept of REITs dates back to the late 19th century when trusts were not subject to taxation if trust income was distributed to the beneficiaries. However, during the 1930s, a Supreme Court decision ended this treatment and required that all the passive investment vehicles that were organized like corporations be taxed as corporations. After World War II, the need for equity and mortgage funds to support a national housing program promoted the extensive use of real estate investment trusts. In 1960, Congress passed legislation creating the REITs. Under the law, a REIT can be treated as a conduit with its income distributed to its beneficiaries or shareholders. The FirstREIT Boom REITs were established by the Real Estate Investment Trust Act of 1960. REITs experienced their first significant growth during the late 1960s and early 1970s. This growth was stimulated by a strong demand for funding for construction and development, which was not met by traditional sources. Much of this demand was met by REITs providing long-term capital, which they in turn took from short-term paper and bank financing. Employing this strategy, many REITs had profitable spreads until interest rates began to rise in 1973 and 1974. In the high interest environment of 1973 and 1974, many of these REITs had negative spreads. Also, the overbuilding in the real estate markets contributed to the problem and REIT performance declined dramatically in the mid and late seventies. During 1974 and 1975, the REIT share price index dropped by 50% (Han and Lian, 1995). Significant structural changes also occurred during the late 1970s and early 1980s. Leverage was reduced significantly. By 1984, leverage ratios in equity REITs had declined to 55 % down from 64 % in 1972. REITS Capitalization 160000 140000 120000 100000 80000 60000 40000 20000 na, -I =mli - AN EM M AN I -I SEquity REIT [3 Mortgage RElT [: Hybid REI1T Data Source: NAREIT (1999) M IN I M M M- -M 1 The Second REIT Boom It was not until the real estate markets improved in the early 1980s that REITs recovered. The second REIT boom was fueled by The Economic Recovery Tax Act of 1981, which included shorter depreciation schedules for real properties and the ability to pass tax losses to investors, who then were able to reduce their personal tax liabilities. REITs and partnerships, together with banks, S&Ls, insurance firms, pension funds and foreign investors put a flood of capital into real estate market. The excessive influx of capital to the real estate market led to the biggest construction boom in American history. The results, however, were devastating. Office vacancy levels reached all-time highs. The number of empty apartment buildings soared. The Tax Reform Act of 1986(TRA, 1986) also stimulated the growth of REITs. The new law eliminated the tax advantages of many real estate limited partnerships by increasing depreciation schedules and replacing accelerated depreciation with straight line depreciation. In addition, the new rules decreased the deductibility of real estate tax loss against ordinary income. These changes in the TRA 1986 changed the nature of real estate investment. Because REITs were not a tax-advantage investment, the change in tax law did not have the impact on REITs. On the contrary, it actually improved the attractiveness of REITs. The Third REIT Boom In the real estate recession of the late 1980s and early 1990s, banks, savings and loan institutions, and life insurance companies all exited the real estate capital markets due to the massive overbuilding of the previous decade. As the macro economy of the United States began to emerge from the recession in 1991, most commercial real estate was still behind the recovery curve. By 1993, part of the industry had begun to recover and demand for capital increased. REITs were a potential capital provider and their growth was tremendous. By the end of 1996, the total market capitalization of publicly traded equity REITs had grown to $78.3 billion from $4.39 billion just ten years earlier. The total number of publicly traded equity REITs had grown to 166 from 45 during the ten year period (NAREIT, 1996). The amount of capital to real estate from equity REITs jumped dramatically between 1993 and 1996. During this period, over $44 billion in initial and secondary offerings occurred compared with $6.4 billion during the previous four years. In 1997, the market capitalization of equity REITs increased tremendously to $ 127 billion, almost double that of 1996. The total capital raised in 1997 was $ 45.3 billion. From 1997 to present, the capitalization has been stabilized at the $125 to $130 billion level (NAREIT, 1999). Many of the REITs established during the 1990s have very different characteristics than those of previous years. Ken Rosen at the University of California at Berkeley created the term "Modern Era REIT" to emphasize that the REITs that had became public since late 1992 had very distinct investment characteristics from earlier REITs. Their portfolios contain institutional quality real estate. They can acquire, develop and manage their properties. Typically, they were also larger with market capitalizations above $400 million (Rosen, 1995). The three most common reasons for the dramatic increase of REITs' public offerings since 1993 were access to capital, debt reduction and estate planning (Baird, 1998). Before the early 1990s, most capital sources had abandoned private real estate companies due to the slump in the market. Insurance companies and banks were not lending, or they were requiring low loan-to-value ratios. Private real estate companies desperately needed access to equity capital to roll over their debt and to take advantage of market opportunities. The second reason for going public was debt reduction. Many loans made to real estate firms in the mid-to-late 1980s had five- to seven-year maturities. Most private real estate owners who had borrowed 90 %to 110 % of the cost of their assets did not have the equity to refinance the loans. This need for debt reduction led to the "go broke or go public" status for many real estate firms by the early 1990s. The third reason was estate planning. A generation of developers that came of age in the 1950s and early 1960s were reaching the age considering their estate problems. Many of them concluded that the tax bill that would go into effect once they died would require a partial or total liquidation of their assets to meet this tax liability. Owning shares in a public REIT allows for more liquidity without having to sell real estate assets. This proved compelling for two reasons. First, it was tax efficient, and second, it allowed these entities to enter a form in which a company could outlive its founder (Baird, 1998). Classification of REITs REITS can be classified by the nature of the assets they are holding (e.g. equity REITs, mortgage REITs), by nature of the properties they are managing (e.g. shopping center REITs, apartment REITs), and by the organizational structure of the REITs themselves (e.g. UPREITS, DOWNREITs). Equity REITs, Mortgage REITs and HybridREITs In the REIT family, there are two types: equity REITs and mortgage REITs. Equity REITs acquire ownership interest in properties and derive most of the income from rents. Mortgage REITs purchase mortgages and become creditors. There are also-a small number of hybrid REITs combining elements of both. Equity REITs comprised about 91% of all REIT market capitalization in 1999. Mortgage REITs account for 5% of REIT market capitalization and hybrid REITs account for 4% of REIT market capitalization (NAREIT, 1999). Equity REITs include many forms. Blind pool trusts are those in which specific properties have not been identified at the time of the purchase of the shares. The fully specified trusts are those in which identified properties are described in the prospectus. Some are close-ended, with a specified maximum amount to be raised from investors. This investment offers protection from dilution. Some are open-ended, selling new shares in secondary offerings. Classification of REITs Equity REITs 94% E ITs 4% Hybrid RE[Ts 2% Data Source: NAREIT, 1999 UPREIT& DO WNREIT In 1992, in order to address potential tax issues related to the formation of a REIT, a new form of REIT emerged. It was called the "umbrella partnership REIT" ("UPREIT"). It proved popular in attracting capital, and since its creation, more than 75 percent of new REITs have taken that form. In the typical UPREIT, the partners of the Existing Partnerships and a newly-formed REIT become partners in a new partnership termed the Operating Partnership. After a period of time (often one year), the partners may convert the Units into either cash or REIT shares (at the option of the REIT or Operating Partnership). This conversion may result in the partners incurring the tax deferred at the UPREIT's formation. Existing UPREITs frequently issue additional Operating Partnership Units to partners in existing partnerships that hold and operate commercial real estate. The new Unit holders achieve precisely the same benefits of the tax deferral and liquidity as the original contributors to the Operating Partnership. The REIT benefits by being able to acquire additional assets without having to immediately tap into the capital markets. A "DownREIT" is the same as an UPREIT, except that the REIT in a DownREIT owes a substantial amount of property directly, whereas virtually all of an UPREIT's holdings are in the Operating Partnership. Requirements for REITS Many requirements must be met for a REIT to qualify for its tax exemption status. The conditions can be categorized as organizational requirements, asset requirements, income requirements, and distribution requirements. OrganizationalRequirements: A REIT must have at least 100 persons that own its stock or interests. Each entity, such as corporation, partnership, or pension plan, is considered as one person. No more than 50% of the shares may be held by a group of five individuals or fewer. Asset Requirements At least 75% of the value of its assets must be real estate assets, cash and government securities. Real estate assets include real properties ,debt secured by mortgages on real properties and stocks of other qualified REITs. Not more than 25% of the assets may consist of securities. It may not have more than 5% of its assets invested in the securities of one issuer and it may not own more than 10% of the outstanding voting stock of such issuer. Income Requirements: At least 75% of its gross income must come from rents from real property or interest from real property secured mortgages, gains from the sale of real property, dividends from qualified REITs, gains from the sale of qualified REIT stock, refund of taxes on real property, or gains from the sale of foreclosed property. At least 95% of the entity's gross income must be derived from dividends, interest, rents or gains from the sale of certain assets (primarily real estate). Not more than 30% of the income can be derived from sale or disposition of stock or securities held less than six months or real property held less than four years other than property involuntarily converted or foreclosed upon. DistributionRequirements: REITs must distribute 95% of taxable income(excluding net capital gains) each taxable year. Compliance Requirements: Shareholders must be polled annually to determine ownership of the outstanding shares and ascertain whether the REIT has fulfilled the requirements of the "five or fewer" ownership requirement. Recent REITs Performance REITs have been effective investment vehicles in the current real estate recovery cycle. All REITs (equity, mortgage, and hybrid) have produced total returns (dividends and share price appreciation) of 18% in 1995, 36% in 1996, 19% in 1997, negative 19% in 1998, and 4.94% in 1999. The Equity REITs performed similarly, achieving a total return of 15% in 1995, 35% in 1996, 20% in 1997, negative 18% in 1998 and 4.78% in 1999. Total Return of REITs 80.00 60.00 40.00 20.00 0.00 1988 19 199 1992 1991 1993 1994 1995 1996 -20.00 -40.00 SComposite --*Equity Data Source: NAREIT, 1999 6 Mortgage _). Hybrid 199 1998 1999 NAREIT Indexes 350.00 300.00 250.00 > 200.00 150.00 100.00 50.00 0.00 - All -. Equity _x Mortgage w Hybrid -. S&P500 Source: NAREIT (1999) This performance before 1998 had made REIT shares particularly attractive, especially during a period of weakness in another high-dividend equity: utility shares. Early in 1998, it was becoming clear, however, that the conditions that sustained the returns achieved during the previous several years would not continue forever. In the late spring of 1998, REIT share indexes showed negative total returns. Clearly, the recovering real estate cycle has been kind to REIT shares, but the cycle is maturing now, raising questions about the ability of REITs to continue growing and to be awarded the share price multiples they have received since 1995. REIT earnings are adjusted for depreciation and other non-recurring events such as the sales of properties, and they are reported as Funds From Operation (FFO). The growth in FFO per share of equity REITs had been robust during the 1995-1997 period, typically averaging 15% per year (NAREIT, 1997). Similar to other industrial firms, pershare growth rates of FFO are a primary determinant of market prices. REITs achieve growth in FFO in three ways. First, a REIT attempts to manage its real estate portfolio so as to increase the net operating income each year through a combination of revenue increases and expense reductions. Early in a real estate cycle, when most markets are in their recovery stage, revenue growth comes easily through lease renewals at higher rental rates and leasing of vacant space, and the growth can be dramatic. As the market moves into the equilibrium phase, growth comes down to a rate that is close to the inflation rate. This kind of growth strategy is referred to as "internal growth" (Marks, 1996). REITs have two external mechanisms for FFO growth. One is to purchase additional properties. The yields on the new properties should be greater than the REITs' cost of capital, and should add value to the shareholders' wealth. In assessing such deals, a REIT's weighted average cost of capital (WACC) is utilized as the discount rate to evaluate the expected cash flows from an investment. If the internal rate of return (IRR) of an investment is greater than the REIT's WACC, the transaction will add value to the REIT shareholders (Goldman Sachs, 1995). Early in the recovery cycle, very little competition existed for commercial properties and positive NPV (net present value) deals were easy to find in most markets. As the cycle has matured and as increasing amounts of capital have returned to the sector, the spreads between property acquisition yields and normal first year cost of capital has narrowed and even become negative. The acquisition may still be accretive if rents increase, vacant space is leased up, and the IRR exceeds the REIT's cost of capital later in the holding period. The third mechanism employed by REITs to increase FFO is the development of new properties. After a significant downturn, such as that between 1989 to 1993, there was little demand, substantial vacant space, and a lack of new construction. During the early recovery period, the vacant space was filled, rents improved, and capital was attracted back to the sector. When property values improve, it becomes increasingly difficult to purchase property below replacement cost. Under these conditions, new development typically begins. Development of new properties is riskier than purchasing existing properties. The expected returns are greater too, typically 200 to 300 basis points higher. Again, the evaluation of a development project is to see whether there can realistically be a positive spread between the development IRR and the REIT's WACC. An interesting question raised by the events of this cycle is whether or not REITs will tend to add leverage to improve FFO growth as opportunities decline. The development phase of the cycle will produce the likelihood of overbuilding. When this occurs, markets will soften and the FFO growth in the recovery will end. Under these conditions, some REITs will be tempted to add debt to their balance sheet to take advantage of the positive leverage and improve the FFO growth. In the 1993 to 1998 recovery before the stock market crashed in the Fall 1998, the equity markets had been forgiving of excessive leverage, probably because the market recognized that acquisition and development opportunities were still rich. This thesis will explore the implied cost to REITs that add debt on their balance sheets. The paper will also test the M & M propositions by analyzing the data from some sample REITs. CHAPTER 3 LITERATURE REVIEW The M & M Theory Modigliani and Miller concluded that there was no value-enhancing reason to borrow money in the ideal, tax-free world that they described. The introduction of corporate income taxes changed their conclusion because of the tax-deductibility of interest payments. Under those conditions, the taxed firm should use 100% debt financing (Modigliani and Miller, 1963). In 1977, Metron Miller introduced personal taxes into the model and suggested that if the personal tax rate on equity was less than the personal rate on bonds (because of the capital gain tax), then leverage will affect the value of the untaxed firm negatively. He also argued that debt financing could create a negative impact on the value of the firm if bankruptcy costs are not trivial. These finance theorists concluded that the use of debt financing by non-taxed firms has no effect on the value of the firm, and that debt financing may have a negative impact on the value under the conditions of non-trivial bankruptcy costs and a lower-than-debt personal tax rate on equity. M & M's arguments are often presented in the form of two propositions. The first proposition suggests that if investors and firms can borrow or lend at the same terms, then the firm's value is not enhanced by changes in capital structure. The first proposition is based on the arbitrage pricing argument. Employing their argument in a real estate investment context, the owner of a levered property (identical to an un-levered comparison property) would be able to sell the levered property, pay off the loan, personally borrow money to purchase the un-levered property, and realize greater personal wealth at the same level of risk. The arbitrage pricing argument suggests that such opportunities would soon be recognized, the price would therefore adjust, and this advantage would eventually disappear. In the real estate context, the M & M argument suggests that as long as investors can borrow at the same rate offered by professional lenders on mortgage properties, the creation of leverage can not add value to the property (Clauretie and Sirmans, 1996). M & M's second proposition suggests that although the expected return to equity will increase with the increases in the debt-to-equity ratio, the expected return is exactly offset by an increase in risk (Brealey and Meyers, 1991). A number of scholars have worked on this problem and proposed several theories to support the idea of optimal capital structure. The theories include: bankruptcy costs, the signaling hypothesis, and agency costs. Bankruptcy Costs The value of a firm in bankruptcy is reduced because payments must be made to third parties other than bondholders or shareholders. Legal and trustee fees are examples of costs, which reduce the asset value of a firm. This suggests the existence of an optimal capital structure where leverage is perceived as a trade-off with the future costs of bankruptcy (Baxter, 1967). Costs of bankruptcy include direct costs and indirect costs. According to some studies, direct costs are in fact trivial, but also vary inversely with the size of a firm. Indirect costs are more significant, problematic and hard to estimate because they are essentially opportunity costs. Altman studied 19 retail and industrial establishments that declared bankruptcy between 1970 and 1978. He concluded that indirect bankruptcy costs were 8.1% of firm value three years prior to bankruptcy and grew to 10.5% in the year of bankruptcy (Altman, 1984). Direct and indirect costs associated with bankruptcy are large enough to provide credibility to the theory of an optimal capital structure based on the trade off between tax gains from leverage and future expected bankruptcy cost. CapitalStructure Changes as Signals If managers have better information than investors and if markets are not fully efficient, then the use of capital structure changes as a signaling mechanism is plausible. Ross(l 977) was the first to explore this concept, suggesting that the market places a value on the perceived stream of future returns for a firm. Changes in this perception, stimulated by changes in capital structure or in dividend policy, will alter the market's assessment of the value of the firm. Insiders who have access to information might choose to use changes in capital structure as a device to convey signals about the future prospectus. Myers and Majluf (1984) also demonstrate that, under the assumption that management acts in the best interests of passive, current shareholders, the possession of superior information will cause the managers to prefer debt to equity when external financing is needed. Agency Cost Theory Agency cost theory is very relevant to this study because it does not rely on income taxes to support the idea of an optimal capital structure. Firms carried leverage long before the imposition of the income tax, and there must be some other explanations for the reason why firms use debt. Jensen and Meckling(1976) proposed that ownership structure was a determinant of operation decision because owners' and managers' interests are often inconsistent. For example, a levered and on-the-edge-of-bankruptcy firm has two investment choices, one with high expected return and high risk, the other with lower return and low risk. The firm may be tempted to take the riskier of the two because the upside potential will insure the equity holders' benefit while the bond holders absorb the risk of downside. The result is a transfer of wealth from bondholders to shareholders. The cost of preventing this transfer by protective covenants and other monitoring mechanisms may be large and vary directly with the amount of leverage assumed. There are also agency costs associated with equity. Jensen and Meckling suggest that as a single owner-operator sells equity in his firm these costs increase because the manager can maximize personal wealth at the expense of shareholders through the use of perquisites (luxury automobiles, vacations, and personal airplane). The shareholder will incur monitoring costs, which will vary with the amount of equity employed in the capital structure. According to Jenson and Meckling's concept, as more leverage is assumed, the agency cost associated with equity decline, while the agency costs of debt increase. The result is an optimum amount of leverage. Sheridan Titman (1984) suggested that the nature of a firm's products has implications for capital structure. If a firm's bankruptcy has high maintenance costs for its customers, the firm will be likely to employ lower leverage. For example, the bankruptcy of an automobile manufacturing company will leave the customer no place to get maintenance service or parts. If such costs are low, the firm would carry more debt. REITs seem to belong to the second category and likely to assume higher leverage. REIT Related Capital Structure Theory REITs are conditionally tax-exempted, and therefor partially meet the "perfect market" assumption of the M & M Theory. There has been some research conducted to examine the M & M Theory in the context of REITs. Shulman (1975) David G. Shulman conducted research testing the M & M's theory of leverage (Shulman, 1975). He concluded that he could not disprove M & M's two propositions. Shulman's work tested three hypotheses: 1.that risk-adjusted returns for equity REITs do not significantly differ from overall stock market returns; 2. that risk-adjusted returns from high-leverage REITs are not significantly different from low-leverage REITs; 3. that risk-adjusted returns from relatively high dividend REITs are not significantly different from those with low dividends. The second hypothesis is directly related to the topic of this thesis. Shulman tested returns from a sample of nine REITs for the period between December 31, 1963 and December 31, 1974, and he also tested an additional seven REITs for the period December 31, 1970 to December 31, 1974. Shulman's approach was to use the Capital Asset Pricing Model (CAPM) to develop risk-adjusted returns for this sample of REITs. The risk adjustment is very necessary because without the risk adjustment, the absolute difference in performance between his REIT sample and the stock market would ignore the risk in each. He compared the absolute returns, the alpha coefficients(the intercept of regression), and the beta coefficients (the indicator of risk) of sample equity REITs to those in the S&P 500. The results of the initial comparison lead to the rejection of the first hypothesis because the REIT performance was significantly poorer than the Index's. Shulman then tested the M & M theory concerning leverage and dividends. He utilized the risk-adjusted returns as dependent variables in a regression equation and held the leverage policy and dividend policy as the independent variables. The model was designed to measure the relationship between the returns and leverage and dividend policy. His regression model demonstrated no strong relationship between leverage and risk-adjusted returns. Shulman thus conducted the test of M & M's theory in a tax-exempt context. He was not able to disapprove the M & M's theory. However, his sample size was small (16) and raised the question as to whether or not it could yield a dependable conclusion. Maris and Elayan(1990) In exploring the factors contributing to the leverage use in REITs, Maris and Elayan examined the agency theory and the leverage clientele effect. They concluded in the study that the evidence supported the leverage clientele effect. The theory of leverage clientele effect suggests that there may be a group of specific investors who prefer to hold shares in un-levered firms. Kim, Lewellen, and McConnell (1979) argue that investors in a high personal income tax bracket seek investments in unlevered firms and low-bracket investors prefer levered firms. If these preferences exist, firms will adopt certain capital structures to attract different investor clientele, and the distribution of capital structures should be bi-modal. Maris and Elayan argue that both agency costs and the leverage clientele effect are reasonable explanations for the use of leverage by REITs, and that they have a different impact on the pattern of debt financing in the REIT industry. If the leverage clientele effect dominates in explaining the use of leverage, then the pattern of debt financing should be bi-modal, namely, there should be a higher frequency at both the lower end and the higher end. Maris and Elayan did not find the uniform capital structure, but found the bi-modal distribution. The study supported the ideal of the leverage clientele effect as the more important rationale for leverage. However, in research conducted in 1991, Mais and Elayan tested for tax-induced investor clientele in REITs and did not find an inverse relationship between the personal tax rate and the leverage of trusts which was suggested by Kim, Lewellen and McConnell (1979). After examining their sample consisting of 94 REITs from 1982 to 1988, the authors concluded that they could not support the hypothesis of a negative relationship between investor tax rate and financial leverage. Maris and Elayan took the study further by dividing the sample into REITs established before the 1986 Tax Reform Act and those formed after 1986. For mortgage REITs, there was no relationship between leverage and tax rates, either before or after the TRA 1986. For equity REITs, the relationship is positive for both time periods, which is the reverse of the expectations. Maris and Elayan also explored other factors, which could explain the use of leverage in REITs. They proposed that REIT leverage was a function of firm size (total assets), growth rate of earnings, the standard deviation of that growth rate, and the nature (debt or equity investment) of assets employed in the REIT portfolio. Their study sample included 60 qualified REITs. The model regressed the leverage against the four determinants and concluded the following: for equity REITs, the leverage ratio is positively related to the size and volatility of cash flow and negatively related to the growth rate. Sohan Lee(1995) Sohan Lee addressed the REIT capital structure issue in his doctoral dissertation. In his research, Sohan chronicled and analyzed the REIT industry, developed a model for REIT property valuation, and tested various finance theories using the valuation model. His dissertation makes two significant contributions: he develops a model to determine the net asset value of a portfolio of REITs and he employs this value to test some capital structure theories. Sohan's approach involved employing data from two sources to arrive at a weighted average capitalization rate for each REIT in his sample. His sample consisted of 58 REITs. To derive the property value of each REIT, he combined REIT financial data from annual reports with market and product data(such as the capitalization rates and prices) obtained from The National Real Estate Index(NREI). Using the capitalization rates data from NREI and the proportion of each REIT's various asset types, he calculated a weighted average capitalization rate for each REIT. He then obtained the property value of each REIT by capitalizing the REIT's net operating income with the weighted average cap rate. Subtracting the long term and short term debt and dividing by the number of shares outstanding yields the net asset value per share of the REIT. Sohan conducted a number of tests with his data, which explored the relationship between value and leverage ratio in REITs. He divided the sample into four quartiles of leverage ratio and found that a firm's value is significantly negatively related to leverage in the first lowest quartile of leverage. He also finds that the market awards the highest premium to those REITs in the first quartile and awarded the negative premium to those in the second, third, and fourth quartiles. Goldman Sachs (1995) The Goldman Sachs (1995) research group addressed the central question raised by M & M Theory. By using the 111 equity REITs they monitor in the security markets, and assigning a 12% cost of equity to each REIT, they suggested that their WACC analysis indicates a positive relationship between higher leverage and lower cost of capital. Goldman, however, did not estimate the cost of equity for each REIT in their sample. The research group rather defined it as the total return required by an equity investor (dividend yield plus the long term growth rate of funds-from-operations). They then employed both a CAPM (Sharpe, 1964) approach and the Dividend Discount Model (Williams, 1938) to derive a blended cost of equity of 12%. Thus Goldman suggested that value is positively variant to leverage. But by fixing the cost of equity at 12%, the addition of cheaper debt will bring down the Weighted Average Cost of Capital (WACC). Later in 1995, the Goldman research group prepared another study in which they regressed the FFO multiple on the debt-to-market-capitalization ratio in a sample of 115 REITs. They did not find a significant relationship. However, when they divided the sample by property type, they did find a significant relationship between these two variables. In the group of shopping center REITs, they discovered a negative relationship between the FFO multiple and the leverage. In the multi-family section, the relationship was also negative. The two cases imply that increasing the amount of leverage is associated with the higher FFO yield and the higher required returns to equity. These findings seem to support the M & M theory: the required return to equity increases as additional leverage is added (Goldman Sachs, 1995). This thesis will revisit the subject of the Goldman Sachs and David Shulman studies and test for the relationship between increased debt and the return to equity. A model will be developed which will evaluate the change of return to equity associated with the addition of debt. The model will also examine whether size (the dollar value of assets under management in a REIT) will counteract the effect of additional leverage on required return to equity. In the modem (post -1 992)REIT era, it is believed that growth in asset is the most significant strategy for survival and prosperity. Peter Linneman (1996) at the Wharton School wrote an article suggesting that the cheaper capital and economy of scale associated with size will stimulate further securitization and consolidation in the real estate industry. Linneman argues that the commercial real estate industry has started a transfer of ownership from the private to public sectors. This shift is similar to that experienced by the other capital-intensive industries, such as automobile, petroleum, aerospace, steel and railroads. The model developed here will address the relationship between size (dollar value) and FFO yield to determine whether increases in size can reduce the required return to equity. If REITs are penalized by increasing amount of leverage, but are rewarded for the larger size, there may be an optimum combination of the two. CHAPTER 4 TEST 1: LEVERAGE AND REQUIRED RETURN TO EQUITY Introduction Funds-from-operation yield (FFO Yield) will be the measure of return required by equity investors. FFO is the measure of operating performance commonly used in the REIT industry. NAREIT defines FFO as net income excluding gains or losses from the sales of property or debt restructuring, and adding back depreciation of real estate. We have described a theoretical background in which REIT management should be indifferent to debt. In theory, if a REIT maintains its status, it will pay no income tax and have no rationale for carrying leverage on the balance sheet. Yet almost all REITs do carry a significant amount of leverage. In the sample of 60 REITs employed in this research, the average ratio of debt to asset is 46.9%, where debt is the book value of debt, and assets are measured as the book value of debt plus the market value of equity. This is the preferred method of describing leverage among REITs analysts (Goldman Sachs, 1995). In theory and practice, equity investors should charge a premium for high levels of debt. This premium can be measured as the sensitivity of FFO Yield to changes in leverage. The model developed for this study will test the strength and direction of the relationship between FFO yield and leverage. The test in this chapter will explore the relationship between a REIT's FFO yield and its leverage, size in assets, its initial formation as an UPREIT and property type. First, it is expected that there will be a positive relationship between a REIT's FFO yield and the amount of leverage it carries on the balance sheet. Second, it is expected that REITs with more real estate under management will be characterized by a lower required FFO yield. The bigger REITs with their large shareholder base and enhanced liquidity will have access to cheaper capital and have better growth opportunity. Third, it is theorized that REITs specializing in certain property types might support higher levels of debt because of the nature of the leases found in their portfolios. For example, it might be expected that the trust, which focuses on retail properties, will have a higher capacity for leverage because of the longterm leases. Finally, the test will examine whether the formation as an UPREIT will incur a higher debt level and consequent higher cost of equity. If a trust was formed as an UPREIT, it might carry more leverage than those not established under this structure and the additional leverage would require a higher return to equity. It is theorized that each of these variables will have some impact on the FFO yield of the sample REITs. Data Selection The primary sample in this research is from the NAREIT's publicly traded equity REITs. NAREIT (National Association of Real Estate Investment Trusts) is the Washington D.C. - based nonprofit association for the REIT industry. In 1998, NAREIT identified 9 REIT investment specialties. These included mortgage-backed securities, retail properties, residential properties, self-storage properties, health-care properties, diversified properties, lodging and resort properties, specialty properties, and office and industrial properties. This research will only focus on those REITs specializing in apartment, neighborhood shopping center, regional mall and office/industrial property. The NAREIT data includes information about each REIT's specialty, management, headquarters address, age, and current analytical coverage by investment banking firms. Complete financial information was obtained from the Report of Comparative Valuation of REITs (September, 1999) prepared by Merrill Lynch. The integration of the Merrill Lynch data and the NAREIT data resulted in a sample of 60 REITs. The sample includes 16 apartment REITs, 11 neighborhood shopping center REITs, 12 regional mall REITs, and 21 office/industrial REITs. Refer to Exhibit 1. The Regression Model In this test, linear regression is utilized to model the sensitivity of FFO yield to changes in the amount of leverage, size in assets, formation as an UPREIT, and property specialty. The independent variable is the FFO yield (FFOYLD). The FFO yield is calculated by dividing its forward FFO per share by the stock price as provided in the Merrill Lynch report. The FFO yield is the expected return on each dollar invested in the stock. This concept is similar to the capitalization rate on a real estate investment, which is the forward net operating income (NOI) divided by the price. The FFO yield can be considered as the first-year cost of the equity for a REIT. It is the current return implied by the relationship between the common stock price and expected first year earnings. Our objective in setting the FFO yield as the dependent variable was to measure the changes in cost associated with changes in the leverage and the other determining factors. Mean FFO yields vary across property type within the sample. The apartment property group has the lowest FFO yield at 11.03%. The highest mean FFO yields are found in the regional mall group at 12.7%. Office/Industrial properties average 11.34% and neighborhood shopping centers average at 12.1%. All REITS Apartment REIT Shopping Center Regional Mall Office/Industrial FFOYIELD LEVERAGE ASSETSIZE Mean 11.67% 0.469 $3499.8 Million Standard Deviation 0.0027 0.014 399.8 Mean 11.03% 0.439 3093.6 Standard Deviation 0.0045 0.0253 700 Mean 12.1% 0.435 1746.8 Standard Deviation 0.0067 0.0331 337.5 Mean 12.7% 0.579 3909.9 Standard Deviation 0.0072 0.0136 1229 Mean 11.34% 0.448 4493.3 Standard Deviation 0.00398 0.0222 648.8 The independent variables in the model include leverage, size in assets, whether or not the REIT was formed as an UPREIT and the property specialty. The leverage is the measure of how much debt the REIT reflects on its balance sheet. Leverage is defined as the ratio of the debt book value to the sum of the debt book value and the equity market value. This is the definition commonly used by analysts at the investment banks. All data in this model are obtained from the Merrill Lynch REIT report (September, 1999). The mean leverage ratio of the sample is 46.9%. The standard deviation is 1.4%. The four property type groups have significantly different leverage ratios. The regional mall group averaged the highest leverage with 57.9%. It had a range of 14.9% (49.6% to 64.6%) and a standard deviation of 4.7%. The apartment building REITs had the lowest average leverage of 43.9%, a standard deviation of 2.5%, and a range of 36.9%. Office/Industrial REITs averaged 44.8% and the neighborhood shopping center averaged 43.5%. The size in assets (represented by SIZEASSET) is an indicator of the size of the sample REITs in September, 1999. The mean value is $3499.8 million, and the standard deviation is $399.8 million. The range of asset size is $15861million from $436.4 million to $16297.4 million. As mentioned earlier, the UPREIT format, in which former limited partnership portfolios were rolled up and exchanged for Operating Partnership Units (OPUs), suggests a higher propensity for leverage than found in the traditional REIT. The increased leverage derives from tax exposure to former limited partners. It is theorized that this potential recognition of a taxable gain resulting from debt retirement will induce UPREITs to carry higher levels of debt on their balance sheets than non-UPREITs. To test this idea, a dumb variable about whether formed as an UPREIT is created. The score 1 represents that it is a UPREIT, and score zero signals the non-UPREIT type. However, the analysis of the data does not support the hypothesis of different leverage levels between UPREITs and non-UPREITs. The mean leverage ratio for UPREITs is 47.65%, and the standard deviation is 1.5%. The mean leverage ratio for non-UPREIT is 46.96% and the standard deviation is 3.22%. The regression model on the following will test whether the differences will translate into variations in the FFO yield. There are four property-type independent dumb variables. They represent each of the four types of commercial real estate in which the REITs in the sample specialize. The Merrill Lynch Report has classified the sample REITs into several categories. We examined four types of REITs provided by the report: Apartment REITs, Neighborhood Shopping Center REITs, Regional Mall REITs, and Office/Industrial REITs. The four variables are labeled as APART (Apartment), SHOPCENTER (Neighborhood shopping center), REGIONALMALL (Regional mall) and OFF/IND (Office/Industrial). The dumb variable of each REIT will be assigned a value 1or 0. For example, for apartment REIT Amli Residential, the variable APART is assigned 1,while the variables SHOPCENTER, REGIONALMALL and OFF/IND are assigned 0. Refer to Exhibit 3. The above classification scheme, however, can be improved. Each REIT specializes in one type of commercial real estate, but it does operate various properties. For example, Mack-Cali, Inc. is classified as an OFF/IND by the Merrill Lynch report, but it does include retail and apartment buildings in the portfolio. Therefore, the percentage of each property type in the portfolio can be a better indicator of each REIT's specialty. The percentage can be based on the number of assets of each type, square feet of each type of property, or the NOI from each type. However, due to the limits of data accessibility, we will use the dumb variables instead of the percentage indicator. Thus, the final regression model contains the dependent variable FFO yield (FFOYIELD) and 7 independent variables: asset size (ASSETSIZE), the ration of debt to total market capitalization (LEVERAGE), the categorical variable UPREIT, and property-type dumb variables: APART, SHOPCENTER, REGIONALMALL and OFF/IND. Results of the Regression Model The correlation coefficient between the dependent variable and two of the 7 independent variables (ASSETSIZE and LEVERAGE) are strong. As expected, FFOYIELD and ASSETSIZE are inversely related, implying that larger REITs benefit from a lower cost of equity capital. FFOYIELD and LEVERAGE have the expected positive relationship. Required FFO yield is clearly responding positively to the increase in debt. Correlation Coefficient Table FFOYIELD LEVERAGE ASSETSIZE UPREIT APART SHOP REGIONAL CENTER MALL FFOYIELD 1 LEVERAGE .678 1 ASSETSIZE -0.340 0.075 1 UPREIT -0.025 0.111 0.160 1 APART -0.188 -0.173 -0.080 0.023 1 SHOPCENTER 0.098 -0.151 -0.271 -0.591 -0.286 1 REGIONALMALL 0.250 0.513 0.067 0.207 -0.302 -0.237 1 OFF/IND -0.114 -0.148 0.237 0.284 -0.442 -0.348 -0.367 OFF/IND 1 Our model establishes the positive and significant association between LEVERAGE and FFOYIELD. We have seen that there is a significant difference between the leverage ratios of each property type. Therefore, we might expect to find that those more-highly-levered REIT types would be characterized by relatively higher required returns to equity. Our results, however, do not support this. They show no significant difference in FFO yields between the four property types. We also may not reject the null hypothesis of no significant relationship between the formation of a REIT as an UPREIT and FFO yield. The theoretical basis of this idea was that former limited partners who became holders of Operating Partnership Units would exert pressure on the REIT management to not pay off former partnership debts because of the taxable gain recognition problem. The theory is not substantiated in our data. There seems to be no significant relationship between the initial formation as an UPREIT and the possibility to carry more debt. Findings and Implications The empirical tests reflected several interesting findings with implications for REIT managers. First, the findings demonstrate a clear relationship between additional debt and an increase of equity capital cost. The implications for REIT managers are clear. The market will apply M & M's increased cost of equity to adjust for the increasing risk to equity holders incurred by additional debt. The leverage-stimulated enhancement to FFO growth is a strategy, which will cause a negative equity market reaction. Our test also demonstrates an interesting relationship between the size of a REIT asset base and its FFO yield. The model suggests an inverse relationship between these two variables. The larger REITs enjoy significantly lower costs of equity than their smaller counterparts. This finding supports Peter Linneman's strategy for REITs to grow their asset size. As mentioned in Chapter 3, the idea that size can offset the impact of additional leverage is proactive. The model did not reflect any significant association between the form of REITs (UPREITs vs conventional REITs) and required FFO yield. CHAPTER 5 TEST 2: LEVERAGE AND COST OF CAPITAL Introduction David Shulman performed a test of M & M's two propositions in his research. Shulman's test, however, involved very early REITs, the population of which was only a fraction of its current size. This chapter, utilizing the data collected in the first test, will perform a test of M & M's theories in a more modem context. This chapter will seek to confirm the suggested invariance of weighted-average-cost-of-capital (WACC) under different leverages. If M & M's propositions hold, a review of capital structure of the sample REITs should yield relatively low variations in the WACC in the sample. M & M's proposition I suggests firm value, the present value of future cash flows, will not change with the changes of leverage. This argument will be sustained because the required return to equity will increase with the increases of leverage ratios, as suggested by Proposition II. The idea can be stated algebraically in the following equation: Re= Ra +-*(Ra -Rd) E Re: the required return to equity capital Ra: the return on asset D/E: the debt to equity ratio Rd: the cost of debt capital As more debt is added into the capital structure, the additional risk to the equity holder is reflected in the increased required return, which offsets the impact on the WACC implied by more less expensive debt. The net result is that the WACC remains constant and the present value of the future cash flow of this firm will not change. To test M & M's theory, it was necessary to obtain data of the cost of long-term debt and to estimate the cost of long-term equity. A model constructed with the above data can conduct a test of M & M's theory, which would supplement and update David Shulman's work on a small number of early REITs. The test involves obtaining liability detail on the balance sheet, estimating a longterm cost of equity capital, employing the actual REIT leverage ratios and calculating the WACC for each REIT. These WACCs will then be compared. In Test I, we conclude that some additional debt increases the required return on equity. However, this does not necessarily imply that additional debt also increases the cost of capital, although equity is part of capital. When the required return on equity is increased due to the additional debt, the proportion of equity in capital is decreased correspondingly. As shown in the equation on page 47, the weighted cost of capital (WACC) could still remain unchanged. If M & M's theory is to be supported, we would not expect to find significant variation in the WACC among a sample of REITs with various leverage ratios. Statistically speaking, support for M & M will be indicated if the variance for the FFO yield is found to be greater than those of the WACCs. Methodology To test the M & M propositions, a sub-sample from the REIT database is required, one which has complete capital structure information. An accurate estimation of the actual weight average cost of the long term debt is necessary. The Form 10-Q from each REIT provides this data. The detailed debt information about 47 REITs were obtained from Form 10-Q, the quarterly report submitted to the Security Exchange Commission (SEC) by each REIT. The Form 10-Q is available on the website (http//www.edgar-online.com). The aforementioned 47 REITs were utilized as a new sample to test M & M's theories. Based on the information from Form 1O-Q, the weighted average cost of long-term debt was calculated for each REIT. In this process, we made an assumption that the cost of debt was approximately equal to the coupon rate, since most of the debt was issued recently, and interest rates have been relatively stable. The second half of the WACC calculation involved estimation of the long-term cost of equity for each REIT. This process starts from the regression model developed in Test I. The model in Test I provided an equation for estimating FFO yield as a function of 7 variables: asset size, leverage, initial formation as an UPREIT, apartment REITs, neighborhood shopping center REITs, regional mall REITs and office/industrial REITs. In testing M & M' propositions, it was necessary to standardize the FFO yield in the model. The standardized FFO yield was solved by subtracting the sum of the products of each coefficient (except for LEVERAGE) and its value from the given FFO yield. Standardization helped to isolate the leverage and measure its impact on the FFO yield. The FFO yield may be considered as the first year cost of equity capital for a REIT. An estimate of the long term cost of equity capital is needed to provide a complete test of M & M's theory. The long term cost of equity capital implies both dividend income and price appreciation during a specified holding period. To add this additional component of growth, the expected long-term inflation rate was employed, adding it to the estimated standardized FFO yield. The rationale for this procedure was that the REIT pay-out ratios tend to be relatively high compared to traditional industrial firms because REITs are required by law to pay out almost all (95 per cent) of their net income in exchange for their tax exempt status. Even after considering the effects of the FFO adjustment (adding back depreciation and gains or losses from sales), REIT payout ratios are higher than those of most dividend-paying industrial firms (Marks & Hartung, 1996). The high payout ratios imply that, over a longer period of time, REITs will tend to grow roughly at the long-term inflation rate, at which the real estate values tend to grow. Following this logic, each standardized FFO yield was increased by the expected inflation rate. To estimate this rate, reference was made to the return difference between the tenyear US Government bond and the inflation-indexed US Government bond with compatible maturity. This premium was 2.96% on April 27 1998 (Barron, 1998). This extra premium in the ten-year, risk free investments approximates the anticipated inflation rate over that holding period. For each of the sample REITs, a standardized FFO yield is calculated to control for the effects of variables except LEVERAGE, and the inflation adjustment of 2.96% was added to the standardized FFO yield to yield an estimated cost of equity capital. In the final step, each REIT's weighted cost of capital (WACC) was estimated by using the actual leverage ratio and its weighted average cost of long term debt. Values of debt cost, equity cost, and leverage ratio were plugged into the WACC formula: WACC= D D+E *CD E D+E C WACC: Weighted average cost of capital D: total long term debt E: total equity D + E: total capitalization CD: cost of debt CE: cost of equity After the WACC value is obtained for each REIT of the sample, it is loaded into an Excel program, and descriptive statistics are calculated. Then the correlation between the leverage ratio and the WACC is examined. See Exhibit 3. Findings The results of this analysis support M & M's theory. The REIT sample has leverage variations ranging from 25.94% to 67.5%, averaging 47.3% with a standard deviation of 1.5%. However, the derived WACC values range from 9.5% to 12.75%, averaging 10.9% with a standard deviation of 0.12%. The correlation between the leverage ratios and the WACC values is as low as 0.0379, which indicated that WACC value is invariant to the leverage changes. Refer to the table and the plot for detailed information. _LEVERAGE WACC Mean 47.3% 10.9% Standard Deviation Range 1.56% 0.12% 41.56% 3.2% Min. 25.9% 9.51% Max. 67.5% 12.75% LEVERAGE & WACC 0.18 0.16 0.14 0.12 *WACC C.) 01 Linear (WACC) ........ 0.1 0.08 0.06 0.04 0 0.1 0.2 0.3 0.4 0.5 0.6 0.7 0.8 Leverage Ratio Implications The results provide evidence indicating that a change of leverage ratio does not change the weighted cost of capital if all the other conditions remain the same. However, this test is not trying to demonstrate absolute support of M & M theory. To provide such a test, a set of benchmark data for a larger sample of REITs is required. This research provided directional support of M & M theory. The distribution of the WACC values is well clustered around the mean in this test, implying that the WACC is relatively constant despite significant variations in the leverage ratios and the FFO yields. These findings suggest that REIT managers, who are concerned about stock prices, are keeping the debt level moderate. The result of the first research question implied a penalty for the FFO yield for additions to the leverage. The result of the second research question supporting M & M propositions that debt policy is irrelevant in determining firm value if there is no corporate income tax. CHAPTER 6 CONCLUSIONS This thesis has described empirical research exploring the subject of leverage in Real Estate Investment Trusts. Interest in this topic was initially stimulated by the apparent contradiction between M & M theory and the REIT operation. M & M suggests that, in the absence of corporate income tax, firms have no value-improving reason to assume debt on the balance sheet. However, REITs clearly carry some leverage. This research is an exploration of the relationships between REIT debt levels and other factors. The research also provided an opportunity to test the M & M propositions, using modern REIT data. J. P. Morgan securities analyst Lee Schalop expressed his belief that during the last five years, growth of REIT funds-from-operation (FFO) has been the product of a combination of both secular and cyclical trends. The secular change is the shift from private to public ownership of real estate. The profit potential from this shift is enormous and includes the potential for scale economy and lower costs of capital. The cyclical changes refer to the supply/demand imbalance in commercial real estate markets in the last several years. This imbalance, the product of a deep real estate recession occurring between 1989 and 1993 and a macro-economy recovery, has lent the real estate operators the opportunity to raise rents and occupancy. Schalop concludes that the profit opportunities continue to exist only as the product of this secular change; but the cyclical recovery is over. If Schalop is correct, the findings presented in this thesis have some significance for REIT operators. This research began with the collection of data from a sample of equity REITs. The data collected was utilized as the basis for the creation of an empirical model designed to test the association between a REIT's financial leverage and its cost of equity capital, or its FFO yield. The relationship found here supported the M & M theory that an increased required return to equity is associated with increasing the amount of debt. The second research question explored in this thesis involved a test of M & M theory. In this test, a sample of REITs was utilized to test the idea of value-invariant to debt changes. The research result clearly indicated the directional support; the distribution of weighted average cost of capital (WACCs) was clustered around the mean of the sample REITs. This narrow distribution of WACCs was in a contrast with the broad distribution of leverage ratios of the same sample REITs. The findings of this research seem to suggest to the REIT operators that a strategy of increasing leverage as a mechanism to generate higher property return and better FFO growth will not be viable. This thesis has attempted to find the consistency between theory and practice. The theory will provide useful guidance to the REIT operators with respect to an important question. The theory suggests that the strategy of increasing leverage to stimulate FFO growth would encounter resistance on Wall Street, indicated by a further decline in multiples. If the REIT operators are not convinced by the theoretical arguments for low leverage, additional rationale is available. Mike Kirby at Green Street advisors, a California-based, buy-side research firm, suggests that most real estate operators would think that "M & M refers to the popular candy." Kirby presents and defends the M & M propositions in a discussion about REITs. He points out that there are times when the equity market is receptive to REITs and times when it is closed. Kirby suggests that low leverage may be a mechanism by which to maintain the ability to raise capital. With mandatory high payout ratios, a high-leverage REIT has relatively few alternatives to raise capital when the equity market is not available. Under these conditions, it is advised to maintain low leverage so as to keep the flexibility to take advantage of opportunities for which significant amounts of capital are required. This strategy is known as "keeping dry powder" and reflects the desire for financial flexibility. Thus, relatively low leverage may reflect a desire for financial flexibility. Suggestions for Future Research The research in this thesis is generally supportive of the work done by M & M on value invariance to leverage change. David Shulman attempted to test M & M theory in his work in 1975. A formal update of Shulman's work would be valuable because his work involved a small population of early REITs, and that new research would use a greater number of modern-era REITs. Another area of research that might prove noteworthy is that of an exploration of the question of the relationship between leverage and the degree of institutional ownership of the issued shares of a REIT. Then, it might be seen that regressing FFO yield on this independent variable was circular because of the confusion in identifying causality. High institutional ownership associated with low leverage could be derived from either an institutional bias towards low-levered REITs in their portfolios, or from REIT management's keeping leverage low to meet the institutions' bias toward low leverage. An interesting research question might involve an assessment of those factors that seem to attract institutional investors to own the shares of particular REITs. Level of debt could be one factor, as might property-type specialty, geographic diversity and asset size. The power of institutional ownership to move share prices suggests that this might be an important area for further study. Reference was made in this research as to the inverse relationship between firm size and leverage. The idea that an optimum combination of these two variables might exist would also merit further study. Theoretically, a large REIT might have a lower WACC than its smaller counterpart, while both have the same leverage. M & M theory of value invariance to leverage does not mention the effects of size. The idea of an optimum combination of the two variables is implicit in the data and further research would be helpful in determining whether another variation on the optimal capital structure might be present. Another question that might deserve additional research would be the effect of UPREIT form on the REIT operation. During the period between 1993 and 1998, most markets, particularly those in which institutional investors had exhibited interests, had been in a recovery stage. They have now gained equilibrium and will begin the transition into over-capacity and decline. During the equilibrium and saturation phases, a REIT's portfolio management practices will become critical in FFO growth. These practices include selective disposition of assets in the portfolio. These sales will, in many cases, trigger the tax payment for the holders of Operating Partnership Units. The interesting question will involve how REIT management groups reconcile the OP unit holders' reluctance to sell with appropriate portfolio management strategy. REIT regulation rules allow active participation of outside board members. But there are maybe sometimes when the conflict is intense due to the size of triggered tax. Another study, focused on the UPREITs, which examines the property disposition over the years, would reveal how the REIT operators deal with this challenge during downside cycle of real estate market. Finally, additional research work exploring the relationship between FFO yield and property-type specialty would be fruitful. The result in Test I did not reveal any property-type effects on FFO yield. A different approach might give more satisfying results. As mentioned in the expectation before Test I, property type should matter because lenders are concerned about the leases associated with the properties to secure their loans. When leases are significantly longer, like those of regional malls with long term anchor tenants, the premium required for the equity return should be less. More research in this area would be useful for operators and lenders. As mentioned above, this thesis attempted to reconcile theory with practice. The apparent paradox between M & M theory and the practices in REIT capital structure led to this research. After analyzing the results of the two tests, we can see that theory and practice do merge. Public REITs, without corporate-level income tax, do carry some debt. But they only carry a fraction of what their private real estate counterparts do. Their disinclination to high leverage reflects the discipline of the watchful equity market. BIBLIOGRAPHY Altman, E, A further empirical investigation of the bankruptcy cost question. Journal of Finance, 1067-1089, 1984 Baird, W. Blake, Going Public, The Formation of a REIT, Real Estate Investment Trusts Capital Structure, Analysis, and Strategy, McGraw-Hill, New York, 1998, Richard T. Garrigan, John F. C. Parsons, Editors. Barron's, The Dow Jones Business and Financial Weekly. Market Week. Chicopee, Mass., April, 1998. Baxter, N., Leverage, risk of ruin and the cost of capital., Journal of Finance, 396-403, September 1967 Black, F., & Scholes, M., The pricing of options and corporate liabilities. Journal of Political Economy, 637-654, May 1973 Brealey, A & Myers, S, Principles of Corporate Finance (4 th Edition), New York: McGraw Hill. 1991 Clauretie, T. & Sirmans, G., Real Estate Finance: Theory and practice (2nd Edition). Upper Saddle River, New Jersey: Prentice Hall Frequently Asked Questions about REITS (1998), Washington D.C. A publication of the National Association of Real Estate Trust Han, J. & Liang, Y. (1995), The Historical Performance of Real Estate Investment Trusts. The Journal of Real Estate Research, 10 (3), 235-262 Jensen, M., & Meckling, W. (1996). Theory of the Firm: Managerial Behavior, Agency Costs, and Ownership Structure., Journal of Financial Economics, 305-360. Kim, E. H., Lewellen, W. G., & McConnell, J., (1979). Financial Leverage Clienteles: Theory and Evidence. Journal of Financial Economics, 7 (1), 83-109 Kirby, Mike (1998), Why don't REITs Borrow More Aggressively? Property 98, A Publication of Dow Jones Financial Publishing Corp. Shrrewsbury, N.J. 72 Lee, Sohan., (1995), Wall Street vs. Main Street: Valuing Securitized Assets, University of Michigan Linneman, Peter, (1996), The Forces Changing the Real Estate Industry Forever. Wharton Real Estate Center. University of Pennsylvania Maris, B. A., & Elayan, F. A., (1996), Capital Structure and the Cost of Capital for untaxed Firms: the Case of REITs. AREUEA Journal, 18 (1), 22-3 9 Comparative Evaluation of REITs (1999), Merrill Lynch Report Miller, J. D., (1997), Capital Flows. Emerging Trends in Real Estate: 1998. A Publication of Equitable Real Estate Investment Management, Inc. and Real Estate Research Corp. 14-23 Miller, M. H., & Rock, K., (1985), Dividend Policy Under Asymmetric Information. Journal of Finance, 40, 1031-1051 Modigliani, F., & Miller, (1958), The Cost of Capital, Corporation Finance, and the Theory of Investment. American Economic Review, 48 (3), 261-297 Myers, S. & Majluf, N, (1984), Corporate Financing and Investment Decisions When Firms Have Information That Investors Do Not Have. Journal of Financial Economics, 13, 187-221 REIT Handbook, (1996), Washington D.C. A Publication of the National Association of Real Estate Investment Trusts. Rosen, K. T., (1995), REITs: Stocks, Bonds, or Real Estate? Fisher Center for Real Estate and Urban Economics. Berkeley, California Ross, S., (1977), The Determination of Financial Structure: The Incentive Signaling Approach. Bell Journal of Economics, 8, 23-40 Schalop, L., (1998), Industry Update: NAREIT Conference Notes: Denial is not a River in Egypt. J. P. Morgan Securities, Inc. Sharp, W.F., (1964), Capital Asset Prices: A Theory of Market Equilibrium under Conditions of Risk. Journal of Finance, 19, 425-442. Shulman, David. (1975), Leverage, Dividends and Rates of Return on Equity Real Estate Investment Trusts. University of California at Los Angeles Titman, S. (1984) The Effect of Capital Structure on a Firm's Liquidation Decision Journal of Financial Economics. 13 Williams, J.B. (1938), The Theory of Investment value. Harvard University Press http://nareit.com http://finance.yahoo.com http://www.edogar-online.com GLOSSARY OF TERMS Adjusted Funds From Operations (AFFO) This term refers to a computation made by analysts and investors to measure a real estate company's cash that is available for distribution to shareholders. AFFO is usually calculated by subtracting from Funds from Operations (FFO) both (1) normalized recurring expenditures that are capitalized by the REIT and then amortized, but which are necessary to maintain a REIT's properties and its revenue stream (e.g., new carpeting and drapes in apartment units, leasing expenses and tenant improvement allowances) and (2) "straight-lining" of rents. This calculation also is called Cash Available for Distribution (CAD) or Funds Available for Distribution (FAD) Capitalization Rate The capitalization rate (or "cap" rate) for a property is determined by dividing the property's net operating income by its purchase price. Generally, high cap rates indicate higher returns and greater perceived risk. Cash (or Funds) Available for Distribution Cash (or Funds) available for distribution (CAD or FAD) is another measure of a REIT's ability to generate cash and to distribute dividends to its shareholders. In addition to subtracting from FFO normalized recurring real estate-related expenditures and other items to obtain AFFO, CAD (or FAD) is usually derived by also subtracting nonrecurring expenditures. Cash Flow With reference to a property (or group of properties), the owner's rental revenues from the property less all property operating expenses. The term ignores depreciation and amortization expenses, as well as interest on loans incurred to finance the property. Sometimes referred to as "EBITDA" (Earnings before interest, taxes, depreciation and amortization). Cost of Capital The cost to a company, such as a REIT, of raising capital in the form of equity (common or preferred stock) or debt. The cost of equity capital generally is considered to include both the dividend rate as well as the expected equity growth either by higher dividends or growth in stock prices. The cost of debt capital is merely the interest expense on the debt incurred. DownREIT A DownREIT is structured much like an UPREIT, but the REIT owns and operates properties other than its interest in a controlled partnership that owns and operates separate properties. EBITDA Earnings before interest, taxes, depreciation and amortization. Equitization The process by which the economic benefits of ownership of a tangible asset, such as real estate, are divided among numerous investors and represented in the form of publicly-traded securities. Equity Market Cap The market value of all outstanding common stock of a company. Equity REIT A REIT which owns, or has an "equity interest" in, rental real estate (rather than making loans secured by real estate collateral). Funds From Operations (FFO) The most commonly accepted and reported measure of REIT operating performance. Equal to a REIT's net income, excluding gains or losses from sales of property or debt restructuring, and adding back real estate depreciation. Hybrid REIT A REIT that combines the investment strategies of both equity REITs and mortgage REITs. Implied Equity Market Cap The market value of all outstanding common stock of a company plus the value of all UPREIT partnership units as if they were converted into the REIT's stock. It excludes convertible preferred stock, convertible debentures and warrants even though these securities have similar conversion features. Leverage Debt. Mortgage REIT A REIT that makes or owns loans and other obligations that are secured by real estate collateral. Net Asset Value (NAV) The net "market value" of all a company's assets, including but not limited to its properties, after subtracting all its liabilities and obligations. Positive Spread Investing (PSI) The ability to raise funds (both equity and debt) at a cost significantly less than the initial returns that can be obtained on real estate transactions. Real Estate Investment Trust Act of 1960 The federal law that authorized REITs. Its purpose was to allow small investors to pool their investments in real estate in order to get the same benefits as might be obtained by direct ownership, while also diversifying their risks and obtaining professional management. Real Estate Investment Trust (REIT) A REIT is essentially a corporation or business trust that combines the capital of many investors to acquire or provide financing for all forms of real estate. A REIT generally is not required to pay corporate income tax if it distributes at least 95% of its taxable income to shareholders each year. Securitization Securitization is the process of financing a pool of similar but unrelated financial assets (usually loans or other debt instruments) by issuing to investors security interests representing claims against the cash flow and other economic benefits generated by the pool of assets. Straightlining Real estate companies such as REITs "straight line" rents because generally accepted accounting principles require it. Straight lining averages the tenant's rent payments over the life of the lease. Tax Reform Act of 1986 Federal law that substantially altered the real estate investment landscape by permitting REITs not only to own, but also to operate and manage, most types of income-producing commercial properties. It also stopped real estate "tax shelters" that had attracted capital from investors based on the amount of losses that could be created. Total Market Cap The total market value of a REIT's (or other company's) outstanding common stock and indebtedness. Total Return A stock's dividend income plus capital appreciation, before taxes and commissions. UPREIT In the typical UPREIT, the partners of the Existing Partnerships and a newly-formed REIT become partners in a new partnership termed the Operating Partnership. For their respective interests in the Operating Partnership ("Units"), the partners contribute the properties from the Existing Partnership and the REIT contributes the cash proceeds from its public offering. The REIT typically is the general partner and the majority owner of the Operating Partnership Units. After a period of time (often one year), the partners may enjoy the same liquidity of the REIT shareholders by tendering their Units for either cash or REIT shares (at the option of the REIT or Operating Partnership). This conversion may result in the partners incurring the tax deferred at the UPREIT's formation. The Unitholders may tender their Units over a period of time, thereby spreading out such tax. In addition, when a partner holds the Units until death, the estate tax rules operate in a such a way as to provide that the beneficiaries may tender the Units for cash or REIT shares without paying income taxes. Exhibit 1 Comparative Valuation of REITs from Merrill Lynch Table 4: Dividend Yield, FFO Yields, Payout Ratios, and Return of Capital Table 5: Capital Structure Statistics Merrill Lyrnch Comparative Valuation Of REITs - 9 September 1999 Table 4: Dividend Yield, FFO Yields, Payout Ratios, and Return of Capital (1) Apartment REITs Amli Residential Properties Pnce 9/3/99 52 Week High Low $20.81 $23.31 $18.44 Current Dividend Payout 1998 (2) Ratio (3) Adjusted Adjusted Payout 1999E FF0 1999E FFO Ratio (4) Yield (5) Yield (6) Yield 8.6% 1999-2003 N/A 7% 70% 81% 12.3% 10.7% $30.00 $17.88 $9.00 $30.50 $21.50 $29.00 $23.88 $35.75 $28.13 $48.38 $3469 $35.50 $25.69 $27.00 $21.69 $27.25 $20.88 $42.13 $35.00 $20.63 $16.00 $12.38 $9.06 $23.94 $16.00 $2.50 $1.48 $1.86 $2.04 $1.56 $2.08 $2.14 $2.84 $2.20 $2.04 $2.30 $2.80 $1.67 $1.06 $1.93 6.2% 7.0% 20.1% 5.7% 6.2% 7.5% 6.2% 6.4% 6.3% 8.5% 10.2% 6.9% 8.4% 9.4% 10.3% 8.4% 10.0% 7.0% N/A 9.0% 8.4% 5.1% N/A 8.1% 8.7% N/A 4.8% 9.0% 6.3% 3.5% 4.5% 7.0% 59% 10% 48% 19% 11% 0% 20% 0% 0% 32% 25% 13% 25% 12% 50% 61% 74% 132% 63% 67% 65% 66% 64% 68% 71% 80% 76% 76% 75% 78% 74% 68% 77% 141% 66% 71% 72% 73% 72% 73% 81% 101% 81% 85% 91% 97% 83% 10.1% 9.5% 15.2% 9.1% 9.3% 11.6% 9.3% 10.1% 9.3% 11.9% 12.7% 9.1% 11.1% 12.5% 13.3% 11.0% 9.1% 9.1% 14.3% 8.7% 8.8% 10.5% 8.4% 8.9% 8.7% 10.5% 10.1% 8.5% 9.9% 10.4% 10.6% 9.8% $9.16 $13.63 $20.00 $8.63 $18.63 $33.75 $11.25 $17.81 $18.75 $38.25 $9.94 $1.44 $1.40 $1.76 $0.94 $1.58 $2.40 $1.92 $1.63 $1.84 $2.84 $1.12 12.9% 9.4% 7.4% 9.7% 8.0% 6.5% 15.7% 8.7% 8.8% 7.1% 10.2% 9.5% N/A 7.6% 3.7% N/A 9.7% 8.2% 4.4% 6.4% N/A 8.3% 0.0% 6.0% 0% 96% 100% 0% 8% 75% 78% 85% 67% 73% 102% 12.9% 12.8% 8.6% 11.6% 10.0% 9.0% 15.3% 11.0% 74% 77% 79% 84% 13.5% 14.0% 9.9% 12.4% 10.4% 9.8% 17.1% 11.9% 11.8% 9.8% 12.5% 12.1% 7.7% 11.6% 6.0% 12.6% 9.7% 7.9% 10.5% 5.1% 7.9% 7.4% 7.3% 9.6% 8.6% N/A N/A 9.3% N/A 4.8% 4.1% 5.5% 6.5% 4.0% 3.8% 4.9% 4.8% 5.3% 18% 100% 65% 65% 51% 73% 74% 72% 83% 40% 66% 75% 68% 84% 68.0% 77% 79% 61% 85% 82% 80% 95% 45% 77% 93% 77% 99% 79.1% 11.9% 18.0% 11.7% 17.3% 13.1% 10.9% 12.7% 12.8% 12.1% 9.9% 10.6% 11.5% 12.7% 10.0% 14.7% 9.8% 15.0% 11.7% 9.9% 11.0% 11.4% 10.3% 8.0% 9.4% 9.8% 10.9% 8.6% 15.7% 9.9% 11.4% 8.6% N/A 3.7% 6.2% 0% 0% 0% 70% 78% 69% 72% 75% 79% 74% 76% 12.3% 20.3% 14.3% 15.6% 11.5% 19.8% 13.4% 14.9% 18.7% 10.9% 20.7% 11.6% 15.5% 2.3% 5.3% Rvw 4.2% 3.9% 0% 0% Rvw 0% 84% 87% Rvw 83% 85% 90% 88% Rwi 83% 87% 22.1% 12.6% Rvw 13.9% 16.2% 20.8% 12.4% Rv 13.9% 15.7% $44.06 $23.50 $18.94 $37.00 $26.38 Neighborhood Shopping Center REITs Center Trust Deelopers Diversified' Federal Realty * IRT Property Co. JON Realty Corporation* Kinco Realty * Kranzco Realty Trust' New Plan Excel Realty' Regency Realty Corp Weingarten* Western Investment Neighborhood Shopping Center Average $11.13 $14.88 $23.94 $9.69 $19.69 $36.69 $12.25 $18.75 $21.00 $4.00 $11.00 $13.50 $19.63 $24.88 $10.81 $23.38 $40.75 $17.13 $23.75 $24.00 $46.88 $13.44 Regional Mall REITs C8L & Associates Properties Crown American Realty Trust General Growth Properties, Inc.* Glimcher Reatty Trust JP Realty Macench' Mills Corporation Rouse Company' Simon Property Group' Taubman Centers, Inc.' Urban Shopping Centers' Westfield America. Inc.* Regional Mall Average $25.31 $7.06 $32.88 $15.19 $19.25 $24.50 $19.13 $23.44 $25.44 $12.94 $30.88 $15.06 $21.88 $6.13 $31.13 $13.31 $17.44 $21.25 $16.13 $21.13 $23.88 $11.50 $27.56 $14.38 $1.95 $0.82 $1.96 $1.92 $1.86 $1.94 Factory Outlet REITs Chelsea GCA Realty* Prime Retail Tanger Factory Outlet * Factory Outlet Average $33.44 $39.38 $27.88 $7.50 $11.19 $7.38 $24.44 $26.75 $18.69 $2.88 Health Care REITs ElderTrust' Health Care Property Investors * Meditrust' Nationwide Health Properties' Health Care Average $7.81 $14.75 $7.50 $25.63 $35.88 $24.06 $8.88 $20.25 $8.69 $15.56 $23.25 $14.94 $1.46 $2.80 $1.84 $1.80 Note: Footnotes can be found at the end of the report. Return of Capital Dividend $1.80 $40.25 $21.13 $9.25 $35.56 $25.06 $27.63 $34.69 $44.19 $34.69 $23.94 $22.56 $40.63 $19.81 $11.25 $18.69 Apartment Investment & Management Co. Archstone' Associated Estates Realty Avalon Bay Communities* BRE Properties inc* Camden Property Trust Charles E. Smith Residential Equity Residential Properties Trust* Essex Property Trust * Gables Residential Trust* Mid-America Apartment Comm.' Post Properties, Inc. * Summit Properties Inc.* United Dominion Realty Trust' Walden Residential* Apartment Average Dividend Growth Rate $27.00 $9.50 $38.63 $18.63 $22.63 $28.63 $25.00 $28.88 $31.00 $14.19 $33.44 $18.25 $2.01 $1.20 $0.96 $2.24 $1.45 $1.18 $2.42 0% 40% 27% 2% 0% 17% 40% 0% 0% 10% 84% 11.4% 9.0% 10.8% 11.1% Merrill Lynch Comparative Valuation Of REITs - 9 September 1999 Table 4: Dividend Yield, FFO Yields, Payout Ratios, and Return of Capital (1)(condnued) Officellndustrial REITs AMB Property Corporation* Arden Realty Boston Properties' Brandywine Realty Trust* Brookfield Properties Corporation* CarrAmenca Reelty" Centerpont Properties Cornerstone Properties* Crescent Real Estate' Duke Realty investments* Equity Office* First Industrial Realty Trust* Highwoods Properties* Kilroy Realty Corp.* Liberty Property Trust Mack-Cali Realty Corporation' Prentiss Properties ProLogis* Reckson Associates Realty' Spieker Properties* TrizecHahn* Office/industrial Average Self-Storage REJTs Shurgard Storage Centers* Sovran* Public Storage, Inc.' Storage USA* Self-Storage Average Manufactured Home REITs Chateau Communities' Manufactured Home' Sun Communities, Inc.* Manufactured Home Average Hotel REITs Feicor Lodging Trust* Hospitality Property Trust* Host Mariot*r Meristar Hospitality Corporation* Starwood Hotels & Resorts * Hotel REIT Average Mixed Use and Miscellaneous REITs Colonial Properties Trust* Cousins Properties* Forest City Enterpnses' Franchise Finance Corp. of America' HRPT Properties Trust* National Golf Properties* Pennsylvania REIT* Realty Income' US Restaurant Properties' Vomado * Washington REIT* Mixed Use and Miscell. REITs Average Price 9/3/99 $21.13 $23.25 $33.13 $17.75 $12.44 $22.63 $33.25 $15.50 S20.19 $21.88 $25.31 $25.25 $24.25 $23.00 $24.00 S28.06 $22.38 $19.50 S20.50 $37.94 $19.94 Didend 52 Week Current Dividend Growth Rate High Low Dividend Yield 1999-2003 $26.00 $20.31 $1.40 6.6% 5.9% $27.19 $19.75 $1.78 7.7% N/A $37.50 $23.44 $1.70 5.1% 8.8% $20.44 $15.75 $1.56 8.8% 5.6% $14.63 $11.50 $0.25 2.0% 16.3% $26.75 $19.00 $1.85 8.2% 9.2% $38.56 $30.56 $1.90 5.7% N/A $17.00 $13.25 $1.20 7.7% 7.0% $28.56 $19.50 $2.20 10.9% 5.6% $24.38 $19.94 $1.56 9.0% 7.1% $29.38 S20.19 $1.48 5.8% 9.7% 6.7% $2.40 $28.25 $21.63 9.5% $29.13 $22.13 S2.22 8.0% 9.2% 7.0% S26.50 $18.50 $1.68 7.3% N/A $25.94 S20.13 $1.80 7.5% S2.20 8.0% 7.8% $33.63 $26.13 $1.76 N/A S24.38 $18.13 7.9% $24.38 $18.63 $1.30 6.7% 8.5% $26.75 $12.06 $1.49 7.3% 8.9% $41.56 $31.00 6.4% 9.3% $2.44 8.5% SO.35 1.8% $22.81 $16.13 7.0% 8.4% $25.31 S27.88 $22.94 $27.06 S26.13 $29.38 S29.56 $35.38 Return of Capital Payout 1998(2) Ratio (3) 0% 67% 0% 68% 0% 59% N/A 64% 0% 15% 8% 65% 10% 65% 25% 76% N/A 76% 4% 73% 4% 59% 35% 73% 12% 64% 0% 67% 0% 63% 0% 66% 19% 62% 0% 65% 0% 66% 5% 72% 0% 17% 62% $23.75 $21.25 S22.88 S27.75 $2.00 S2.24 SO.88 $2.68 7.9% 9.8% 3.4% 9.1% 7.5% 9.4% 5.4% 9.0% 8.5% 8.1% 7% 0% 0% 0% $29.25 $31.00 $25.88 S24.44 $27.00 $21.81 $35.44 $37.13 $29.88 $1.94 $1.55 $2.04 6.6% 6.3% 5.8% 6.2% 5.0% 5.0% 5.0% 5.0% $18.63 S26.13 $16.69 $25.50 $31.50 $23.81 $9.63 $15.44 $9.25 $16.75 S24.31 $12.25 $24.13 $37.75 $18.75 $2.20 11.8% 10.8% 8.7% 12.1% 2.5% 9.2% $26.94 $2.32 8.6% 4.0% 0.8% 8.9% 11.5% 7.9% 9.5% 9.0% 11.4% 5.2% 7.3% 7.6% $35.88 S25.31 $22.13 $13.19 $22.31 $19.81 $23.38 $16.00 $33.75 $16.00 Note: Footnotes can be found at the end of the report. $29.00 $38.25 $28.75 $27.81 $17.50 S30.00 S21.69 S25.94 $25.81 S40.00 $18.75 S24.44 $24.19 $17.75 $20.13 $12.88 $21.19 $18.56 $20.31 $15.69 $26.00 $15.06 $2.76 $0.84 $2.02 $0.60 $1.44 SO.20 $1.96 $1.52 $1.76 $1.88 S2.10 $1.82 $1.76 $1.17 73% 76% Adjusted Adjusted Payout 1999E FFO 1999E FFO Ratio (4) Yield (5) Yield (6) 76% 9.9% 8.7% 76% 11.3% 10.1% 68% 8.7% 7.6% 81% 13.7% 10.9% 21% 13.7% 9.4% 78% 12.6% 10.5% 69% 8.8% 8.3% 86% 10.2% 9.0% 88% 14.4% 12.4% 81% 9.7% 8.8% 10.0% 68% 8.6% 83% 11.4% 13.1% 76% 14.4% 12.0% 75% 9.7% 10.8% 67% 11.8% 11.2% 78% 10.0% 11.8% 70% 11.3% 12.8% 75% 10.3% 8.9% 75% 11.1% 9.7% 82% 8.9% 7.9% 23% 7.8% 10.3% 71% 9.7% 11.3% 33% 81% 66% 78% 82% 35% 85% 70% 10.8% 12.9% 10.1% 11.2% 11.3% 10.1% 11.9% 9.7% 10.7% 8.5% 35% 21% 25% 79% 70% 68% 72% 86% 81% 74% 80% 8.4% 9.0% 8.5% 8.6% 7.7% 7.8% 7.8% 7.8% 0.0% 3.7% N/A N/A 14.0% 5.9% N/A 25% N/A N/A 0% 58% 72% 47% 52% 16% 49% 81% 90% 81% 79% 27% 72% 20.5% 15.0% 18.5% 23.2% 15.7% 18.6% 14.5% 12.1% 10.8% 15.2% 9.2% 12.4% 7.0% 12.4% 14.7% 5.2% 2.5% 8.9% 3.8% 4.1% 7.0% 8.0% 4.0% 7.1% 26% 0% N/A 8% 6% 0% 0% 6% 36% 17% 2% 72% 59% 5% 76% 84% 63% 72% 85% 76% 57% 78% 66% 79% 61% 6% 77% 89% 65% 89% 86% 79% 73% 90% 72% 12.0% 6.8% 16.9% 11.7% 13.8% 12.5% 13.2% 10.6% 15.0% 9.2% 9.4% 11.9% 10.9% 6.5% 14.1% 11.4% 12.9% 12.1% 10.6% 10.5% 14.4% 7.1% 8.1% 10.8% Merrill Lynch Comparative Valuation Of REITs - 9 September 1999 Table 5: Capital Structure Statistics ($millions) Apartment REITs Amli Residential Properties Apartment Investment & Management Co.' Archstone* Associated Estates Reatty 'Awton Bay Communities* ,iRE Properties Inc* Camden Property Trust Charles E. Smith Residential Equity Residential Properties Trust Essex Property Trust * Gables Residential Trust * Mid-America Apartment Comm.* Post Properties, Inc. * Summit Properties Inc. United Dominion Reatty Trust Walden Residential * Apartment Average Neighborhood Shopping Center REITs Center Trust Developers Diversified* Federal Realty * IRT Property Co. JDN Realty Corporation Kimco Reatty * Kranzco Realty Trust New Plan Excel Realty Regency Reatty Corp Weingarten * Western Investment Neighborhood Shopping Center Average Regional Mail REtTs CBL & Associates Properties Crown American Reatty Trust General Growth Properties, Inc.* Glicher Realty Trust JP Reaty Macerich Mills Corporation* Rouse Company* Simon Property Group Taubman Centers, Inc. * Urban Shopping Centers Westfield Arnerica, Inc.* Regional Mail Average Factory Outlet REITs Chelsea GCA Realty Prime Retail Tanger Factory Outlet Factory Outlet Average Health Care REITs EklerTrustHeafth Care Property investors Meditrust' Nationwide Heatth Properties* Health Care Average (2) (3) (4) (5) (6) (7) (8) (9) UPREIT Structure Yes Yes No No Yes No Yes Yes Yes Yes Yes Yes Yes Yes No Yes Shares OP units 24.4 75.5 148.4 22.6 65.2 47.8 47.2 36.0 147.3 20.5 32.5 21.9 43.7 32.5 124.8 31.6 Floating Floating Dt/ Total Total Non-conv. Debt Pref. Stock Mkt Cap () Rate Debt Dt+Pref. Stk 42.2% $947.8 $185.3 $0.0 $439.2 1.5% $31.7 $518.5 $5,124.5 $3,037.3 $1,568.7 .0% $5,621.5 ' $155.D $3,135.2 $2,331.3 40.2% $816.3 $244.3 $209.0 $551.1 -- $56.3 $57.3 2.8% $458.1 $4.379.5 $2,319.1 $1,602.3 34.6% $50.0 $1,968.9 $267.1 $1,197.5 $721.4 $39.0 3.2% $1,305.1 S1,127.5 $100.0 $2,532.5 $1,249.5 $863.5 $50.0 $2,163.0 $0.0 0.0% 8.4% $459.0 $775.5 $11,991.7 $6,508.2 $4,708.0 12.6% $384.8 $105.0 $1,199.4 $61.6 $709.6 $169.7 17.6% $1,744.4 $778.5 $796.4 $169.5 $154.3 16.9% $1,408.9 $741.5 $173.5 $493.9 $350.5 34.4% 11,774.9 58P9.9 $150.0 $2,794.8 $94.0 12.7%. $1,380.4 $6573 $85.0 $643.0 $3,833.3 $388.9 16.0% $255.0 $1,403.8 $2,174.5 18.2% $1,590.6 $181.9 $150.0 $591.0 $849.6 16.3% -~' tt3,093.6 Equity Mkt Cap $508.7 Floating Det/ Cash On Equity Mk Cap Hand $4.5 36.4% $105.9 1.0% 0.0% $29.5 116.9% $20.2 2.5% $18.6 $14.7 22.3% $9.7 3.0% 0.0% $5.0 7.1% $95.5 8.7% $17.5 21.8% $22.9 31.2% $14.2 19.7% $31.0 14.6% $25.4 27.7% $21.9 $7.1 30.8% 21.5% Yes No Yes No No No No No No No No 39.8 66.0 45.3 36.1 33.2 60.6 12.3 101.1 63.3 27.1 19.6 $472.9 $443.1 $981.1 $1,457.0 $749.2 $1,084.3 $349.9 $259.1 $503.4 $654.5 $2,223.1 $1,449.7 $355.6 $150.3 $801.5 $1,895.6 $987.6 $1,328.5 $1,083.1 $489.3 $220.5 $215.9 $946.3 $0.0 $303.8 $0.0 $0.0 $50.0 $225.0 $45.0 $75.0 $80.0 $280.0 $0.0 $916.0 $2,741.9 $1,833.5 $609.1 $1,207.9 $3.897.8 $550.9 $2,772.1 $2,396.1 $1,852.4 $436.4 $1,746.8 $181.3 $210.0 $291.9 $8.0 $0.0 $92.6 $49.1 $0.0 $216.2 $43.6 $85.7 38.3% 11.9% 39.0% 3.1% 0.0% 5.5% 12.3% 0.0% 20.2% 5.7% 38.9% 15.9% 40.9% 21.4% 26.9% 2.3% 0.0% 4.2% 32.7% 0.0% 16.3% 4.0% 39.7% 17.1% $6.8 $2.8 $12.5 $1.2 $0.0 $40.8 $2.9 $34.6 $32.4 $3.9 $1.5 (21) (22) Yes Yes Yes Yes Yes Yes Yes No Yes Yes Yes Yes 36.5 36.2 59.9 24.5 21.3 55.7 40.0 82.8 252.5 84.4 31.7 99.1 $922.9 $255.4 $1,970.4 $372.2 $410.4 $1,364.4 $764.7 $2,166.3 $6,422.4 $1,092.5 $978.2 $1,492.2 $1,517.7 $1,204.9 $658.7 $3,486.7 $623.1 $469.3 $1,981.9 $1,022.4 $3,461.3 $9,525.0 $1,274.9 $1,054.9 $2,722.5 $71.9 $125.0 $337.5 $0.0 $0.0 $0.0 $0.0 $137.0 $350.0 $200.0 $0.0 $0.0 $2,199.7 $1,039.1 $5,794.6 $995.3 $879.7 $3,346.3 $1,787.1 $5,764.6 $16,297.4 $2,567.4 $2,033.1 $4,214.7 $3,909.9 $495.5 $60.1 $1,292.7 $155.8 $88.1 $289.0 $117.7 $0.0 $1,927.6 $232.1 $50.2 38.8% 7.7% 33.8% 25.0% 18.8% 14.6% 11.5% 0.0% 19.5% 15.7% 4.8% 9.9% 16.7% 53.7% 23.5% 65.6% 41.9% 21.5% 21.2% 15.4% 0.0% 30.0% 21.2% 5.1% 18.1% 26.4% $6.8 $27.7 $14.5 $7.6 $9.0 $23.9 $4.1 $29.5 $145.0 $12.5 $2.2 $27.6 (23) (24) Yes Yes Yes 20.4 67.8 11.8 $379.6 $681.1 $508.3 $1,211.6 $287.2 $305.2 $492.2 $50.0 $57.5 $0.0 $1,110.7 $1,777.4 $592.4 $1,160.2 $70.0 $0.0 $79.4 16.3% 0.0% 26.0% 141% 10.3% 0.0% 27.6% 12.6% $17.9 $5.8 $0.2 (25) (26) (27) No No No No 7.7 34.4 Rvw 46.2 $60.4 $881.6 Rvw $719.2 $553.7 $267.8 $679.9 Rvw $735.1 $0.0 $187.8 Rvw $100.0 $328.1 $1,749.3 Row $1,554.3 $1,210.6 $95.8 $100.5 Rwv $61.5 35.8% 11.6% Rvw 7.4% 18.2% 158.7% 11.4% Rvw 8.6% 59.6% $9.4 $4.3 Rv' $14.4 (10) (11) (12) (13) (14) (15) (16) (17) (18) (19) (20) Note: Footnotes can be found at the end of the report. $269.5 Merrill Lynch Comparative Valuation Of REITs - 9 September 1999 Table 5: Capital Structure Statistics (continued) ($millions) OceflndustrialREITs AMB Property Caprabkn* Arden Realty Bcston Properties' Brandyine Realty Trust' Brookield Properties Corpcration CarrAmencaRes* Centerpcint Properties Comerstone Prcperties* Crescent Res Estate' Duke Realty Investments' EqutyOffice First Industrial Reslty Trust HigtwAods Properties Kilroy Reatty Corp.* Uberty Property Trust MackCali Reetty Corporatim' Prentiss Properties ProLogis' Reckso Associates Reetty Spiew Properties* TrizecHahn* OfKenndustrial Average (28) (29) (30) (31) (32) (33) (34) (35) (36) (37) (38) (39) (40) (41) (42) (43) Self-Storage REITs Shurgard Storage Centers* Pubi: Stoage, Inc.* StorageUSA* Self-Storage Aerage Manufactured Home REITs Ctateau Cornmunities* Manufactured Horne' Sun Canrriunities, Inc.* Manufactured Horne Averge Hotel RBTs Felcor Lodging Trust* Hospitalty Property Trust* Host Marnctt* Meristar Hospitality Corporation* Starwood Hotels & Resorts Hotel REIT Avrage (44) (45) Mixed Use and Miscellaneous REITs Colonial Properties Trust* Cousins Properties* Forest City Enterprises* Franchise Firnace Corp. d Amenca' HRPT Properties Trust* Nationa Got Properties Pennsylvania REIT* Reatty Incorne* US Restaurant Properties* Vornado Washington REIT* Mixed Use and Misceit. REITs Avrage Note: Footnotes can be found a the end df (46) (47) (48) the report UPREIT Struture Yes Yes Yes Yes Yes Yes No Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes No Shares OP units 90.5 65.6 104.7 44.1 155.7 74.0 20.2 152.7 137.5 102.2 297.0 45.3 70.6 32.3 76.1 73.8 45.5 176.2 67.5 75.0 153.0 Equity M14Cap $1,911.2 $1,524.2 $3,468.6 $666.9 $1,936.4 $1,673.3 $670.9 $2,366.6 $2,776.4 $2,236.5 $7,518.2 $1,142.6 $1,712.4 $742.9 $1,826.7 S2,071.9 S1.018.1 S3.61Q2 $1,434.3 $2,844.4 $3,050.4 $2,200.2 Total Non-corw. Total Floating Rcating/ FoctVng Debt/ Cash Cn Debt Pref. Stock Mld Cap (1) Rate Debt Dt+Prer. Stk Equity Mk Cap Hand $1,486.4 $275.0 $3,672.6 $316.0 17.9% 16.5% $29.2 $840.5 $0.0 $2,364.7 $296.5 35.3% 19.4% S4.6 $2,960.3 $0.0 $6,448.9 $142.0 4.8% 4.1% $32.2 $1,036.8 $0.0 $1,703.7 $531.3 51.2% 79.7% $57.5 $5,607.6 $246.8 $7,790.8 $823.2 14.1% 42.5% $132.8 $1,676.9 5400.0 $3,750.2 $417.5 20.1% 25.0% $111.1 $2 13 S75.0 $1,007.2 $80.7 24.0% 12.0% $0.6 $2,004.0 $0.0 S4,370.6 $661.4 33.0% 27.9% $32.8 $2,890.0 $0.0 $5,666.4 $1,376.4 47.6% 49.6% $105.4 $1,113.6 $325.0 $3,675.1 $00 0.0% 0.0% $35.0 $6,183.7 $315.0 $14,017.0 $650.5 10.0% 8.7% $35.9 $1,235.5 S391.3 $2,769.3 $158.1 9.7% 13.8% $46.0 $1,779,9 $397.5 $3,889.8 $293.3 13.5% 17.1% $104.0 $459.8 $108.2 $1,311.0 $56.0 9.9% 7.5% $2.5 $1,416.2 $125.0 $3,367.8 $144.4 9.4% 7.9% $14.7 $1,495.0 $0.0 $3,566.9 $228.8 15.3% 11.0% $11.5 $970.0 $95.0 $2,031 $169.4 15.9% 16.6% $11.8 $3,374.7 $535.0 $7,519.9 $684.6 17.5% 19.0% $60.4 $1,197.2 $0.0 $2,631.5 $255.1 21.3% 17.8% $13.7 $1,975.3 S431.3 $5,250.9 $28.0 1.2% 1.0% $20.5 S4,451.4 $0.0 $7,501.8 $1,325.3 29.8% 43.4% $244.2 $4,493.3 19.1% 21.0% No No No Yes 29.0 13.3 129.3 31.7 $735.0 $305.1 S3,378.2 $936.8 $1,338.8 $531.2 $196.3 $172.6 $809.4 $100.0 $30.0 $1,098.9 $65.0 $1,366.2 $531.3 $4,649.6 $1,811.1 $2,089.6 $114.0 $116.0 $0.0 $67.2 18.1% 51.3% 0.0% 7.7% 19.3% 15.5% 38.0% 0.0% 7.2% 15.2% Yes Yes Yes 31.5 32.0 19.9 $922.1 $412.0 $733.7 $350.8 $75.0 $0.0 $0.0 $1,409.1 $1,516.6 $1,092.0 $1,339.3 $45.0 $136.0 $0.0 9.2% 18.5% 0.0% 9.3% 4.9% 17.4% 0.0% 7.4% $0.3 $6.6 $2.0 Yes No Yes Yes Yes 75.9 56.4 343.4 56.5 213.6 $1,414,0 $1,767.0 $1,439.3 $414.8 $3,305.2 $5,136.0 $946.9 $1,429.9 $5,153.7 $7,431.0 $2,451.8 $143.5 $75.0 $0.0 $0.0 $0.0 S3,324.5 $1,929.0 $8,441.2 $2,376.8 $12,584.7 $5,731.3 $643.7 $0.0 $1,428.0 $1,212.8 $2,057.0 33.7% 0.0% 27.8% 84.8% 27.7% 34.8% 45.5% 0.0% 43.2% 128.1% 39.9% 51.3% $27.0 $94.0 $436.0 Yes 35.7 32.1 30.0 55.8 143.3 21.4 14.6 26.8 19.8 109.0 35.8 $961.2 $889.5 $1,152.7 $403.2 $758.9 $2,433.0 $804.6 $1,234.0 $1,739.5 $1,231.5 $469.3 $476.9 $288.9 $420.6 $627.0 $323.3 $317.6 S404.1 S3,678.4 $3,035.0 $572.7 $292.8 $1,073.4 $125.0 $0.0 $0.0 $0.0 $0.0 $75.0 $0.0 $103.5 $0.0 $200.0 $0.0 $1,975.7 $207.7 $20.8 $633.0 $304.0 $500.0 $270.3 $139.4 $93.3 $195.0 $1,439.7 $54.0 20.5% 5.2% 26.0% 37.8% 40.6% 49.7% 33.2% 21.9% 48.3% 44.5% 18.4% 31.4% 21.6% 1.8% 83.4% 24.6% 28.7% 56.7% 48.3% 14.9% 61.4% 39.1% 9.4% 35.5% No No No No Yes Yes No Yes Yes No $782.9 $741.2 $815.4 $1,555.9 $3,191.9 $2,038.6 $2,971.0 $1,021.3 $709.5 $1,053.8 $721.6 $6,913.4 $865.5 S2,092.6 $10.3 $3.1 $68.0 $117.4 $4.2 $17.9 $3.7 $5.4 $79.0 $3.7 $27.0 $1.3 $12.4 $16.8 $0.2 $80.1 $23.8 Exhibit 2 Assembled Data Set 60 Observations ANOVA SS df Regression Residual Total 7 52 59 Coefficients Intercept LEVERAGE ASSETSIZE UPREIT APART SHOPCENTER REGIONALMALL OFF/IND 0.778161821 0.147892156 -1.85407E-06 0.000875137 -0.72769707 -0.718436125 -0.730329411 -0.723366674 0.014938517 0.010957666 0.025896183 Standard Error 355718.6378 0.020382038 6.457E-07 0.005354274 355718.6378 355718.6378 355718.6378 355718.6378 MS F 0.002134074 10.12732423 0.000210724 t Stat 2.18758E-06 7.256004175 -2.871403575 0.163446499 -2.04571 E-06 -2.01968E-06 -2.05311 E-06 -2.03354E-06 P-value 0.999998264 1.93335E-09 0.005899389 0.870800489 0.999998375 0.999998397 0.99999837 0.999998386 Significance F 6.41398E-08 Lower 95% Upper 95% ower 95.0 pper 95.0 -713800.4063 713801.9626 -713800 713802 0.106992631 0.18879168 0.106993 0.188792 -3.14976E-06 -5.58375E-07 -3.1E-06 -5.6E-07 -0.009868992 0.011619266 -0.00987 0.011619 -713801.9121 713800.4567 -713802 713800.5 713800.466 -713802 713800.5 -713801.9029 -713801.9148 713800.4541 -713802 713800.5 -713801.9078 713800.4611 -713802 713800.5 Exhibit 3 Regression For Test 1 0 0i0 00~~~~~~ - 0 - 0 !D > z * - 0 - - 0 - 0 .HJ0*C*I ~ 0 . $-P. -4) 0 0 - e ~ W Wme -- 00000000000000-- 0 0. "-" 0 O0 ss 0 - - 0 0000C 0 0 0 h 00OO Ms $ w' au !-a et -4-4&',1W -4 -4 -4 -9 -.- N a T Ws T. PPOO 0 A,) a(a -o -".- Q0C0000 s &W000 - 0Q0QQ0Q00Q0 e 2- C--4 R -a .o. - 00 2 W i 00 WsQDCO W CA. 0 W~ K) -4 0 o 0 LA W 0 a 000C 5 C 3QQQ Q ( i4-40 a, > 4P 9 0 - 9 - App W 7 00 e 0 0 ~ . eO -M -.- 00 0 - sP 0 F W-" 0 12 -4 OP)p5ApC a 000 0 a -. 4- 't, -.-. 00 .4) AG@(.4 -4 CD - W Wo 0 000 C -- COO0.000 ~ a- C.) 2 -4 oV C0 ~0 0000000000000000 3 000 -0 A. bU-.- 0 1 0000000000000000000000 - 00 a 0A. W- 0C S-2 3 03aMM 2cI ,- 0 m J3 00 00 AaCeC" WJ 0 999 a-00 go - 0.sAas""- -. 0 0 0 :r z c:a 00 O0 00 .- "e CD o We 0 0 a W - 0W000- -000000000 000 0 QQQQ00000 Q00 0 00 q CDa0 (Asi:ss1s, -N -40 ~ -- ta #. iM( 90 00 0A. . no sammmmasasamssaa - 000 -4 00 a- e 1C " 0J ~i 0 a 0 V b 4; Ok. I a A-.4 00000 -- as - o e 4C 86, 0. n 8 S 0 - -4 -w C C3 s: 0 W a CL 4 pPi# 6W(