安达信AICPA的房地产尽职调查报告.ppt

AICPA National Real Estate Conference Due Diligence,Stephen A. Stoner November 17, 2000,2,What is Due Diligence,Risk management tool Varies by client Varies by practitioner Consistency beginning to develop in secondary mortgage markets Industry standards accepted by rating agencies, investors, and intermediaries Dependent on good data,3,History of Due Diligence,Prior to 1980s Minimal Late 80s, early 1990s Required and critical Mid 1990s - current Changing real estate markets Much done internally Larger buyers Different risk mitigation procedures Future to be determined,4,Reason for Due Diligence,File stuffer Decision tool Sales tool Asset management Deal structuring,5,The Due Diligence Process,Sales Contract Executed,Financial Operational Review,Tenant Review,Market Analysis,Physical Asset and Environmental Review,Pro Forma Analysis,Recommendation to Buyer,6,The Due Diligence Process,Sales Contract Executed,Tenant Review,Market Analysis,Pro Forma Analysis,Recommendation to Buyer,Financial Operational Review,Physical Asset and Environmental Review,7,Financial Operational Review,Revenue Streams Current Rent Signed and current leases (including amendments) Legal clauses Right of first refusal Go dark provisions Right to cancel Noncompete clauses Other Tenant tour Accounts receivable aging Other forms of cash flow Storage Internet and telecommunication access Phone revenue (hotels and motels) Other,8,Financial Operational Review,Operating Costs: high level Costs per square feet BOMA and other benchmarks (building size, location and age) Analytic review Review of tax returns Adjustments for unusual items Results used to focus detailed review,9,Financial Operational Review,Operating Costs: detailed Service contracts Economic review Review executed contracts Compare financial terms to operating statements Legal review Duration Ability to cancel or rebid Implications of sale Repairs and maintenance Review of vouchers Capitalization versus expenses Property taxes Review recent tax bills Other Review of vouchers,10,Financial Operational Review,Capital items Deferred maintenance Walkthrough Engineering report Capital improvements Engineering report Strategic plan for property(ies) Identifiable versus annual Lease commissions Linked to revenue stream Market commissions - adjusted for business plan Tenant improvements Linked to revenue stream Primarily driven by physical condition of building and market requirements Engineering report,11,Financial Operational Review,Conclusions Normalized NOI Identification and quantification of trends Unusual items,12,The Due Diligence Process,Sales Contract Executed,Tenant Review,Market Analysis,Pro Forma Analysis,Recommendation to Buyer,Financial Operational Review,Physical Asset and Environmental Review,13,Evaluation of Tenant Credit,Financial stability (credit rating) Industry concentrations Other concentrations,14,The Due Diligence Process,Sales Contract Executed,Tenant Review,Market Analysis,Pro Forma Analysis,Recommendation to Buyer,Financial Operational Review,Physical Asset and Environmental Review,15,Market Analysis,Three primary components Site analysis Supply Demand,16,Market Analysis,Site Analysis Visibility Access Ingress/Egress Amenities Sources of demand Competition Quality Surrounding land uses, current and projected,17,Market Analysis,Supply Historical inventory Existing and future competitive Disaggregated by size, quality, and age Projected future development Planning departments Media research Local market interviews,18,Market Analysis,Demand Historical absorption Market research of key indicators New business startups Population growth Other economic trends Other demographic trends Projected growth in demand,19,Market Analysis,Reconciliation of supply and demand Rental rates Percentage rents Occupancy levels Commissions Buildout Growth rates Rental Expense Capitalization rates Renewal assumption,20,Market Analysis,Space may be vacant prior to re-leasing New rent is set New tenant improvements, commissions Base years, sales, other levels are set,Renewal assumptions - What happens at the end of a lease?,21,The Due Diligence Process,Sales Contact Executed,Tenant Review,Market Analysis,Pro Forma Analysis,Recommendation to Buyer,Financial Operational Review,Physical Asset and Environmental Review,22,Physical Asset and Environmental Review,Engineering report Deferred maintenance Required capital improvements Architects or space planners Efficiency of existing space: opportunities or constraints for value enhancement Environmental Phase 1, 2 and 3 Title search,23,The Due Diligence Process,Sales Contract Executed,Financial Operational Review,Tenant Review,Market Analysis,Recommendation to Buyer,Physical Asset and Environmental Review,Pro Forma Analysis,Converting analysis to cash flow,24,PROFORMA ANALYSIS,Analysis of projection assumptions based upon historical performance and market research Compilation of projected revenues, expenses and net operating income Analysis of capitalization and discount rates, debt service and post-financing cash flow, if required,25,Things to look for: If a portion of the property was non-operating during the year, the effect on future operating results needs to be considered The sellers or buyers budget, if used in the analysis, may contain optimistic assumptions The fees and corporate overhead expenses charged by the seller will be modified after acquisition All appropriate taxing j