安达信_AICPA的房地产尽职调查报告
- 1. AICPA National Real Estate Conference Due DiligenceStephen 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 2
- 3. History of Due Diligence Prior to 1980’s Minimal Late 80’s, early 1990’s Required and critical Mid 1990’s - current Changing real estate markets Much done internally Larger buyers Different risk mitigation procedures Future to be determined3
- 4. Reason for Due DiligenceFile stuffer Decision tool Sales tool Asset management Deal structuring 4
- 5. The Due Diligence ProcessSales Contract ExecutedFinancial Operational ReviewTenant ReviewMarket AnalysisPhysical Asset and Environmental ReviewPro Forma AnalysisRecommendation to Buyer5
- 6. The Due Diligence ProcessSales Contract ExecutedTenant ReviewMarket AnalysisPro Forma AnalysisRecommendation to BuyerFinancial Operational ReviewPhysical Asset and Environmental Review6
- 7. Financial Operational ReviewRevenue 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 7
- 8. Financial Operational ReviewOperating 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 8
- 9. Financial Operational ReviewOperating 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 9
- 10. Financial Operational ReviewCapital 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 10
- 11. Financial Operational ReviewConclusions Normalized NOI Identification and quantification of trends Unusual items11
- 12. The Due Diligence ProcessSales Contract ExecutedTenant ReviewMarket AnalysisPro Forma AnalysisRecommendation to BuyerFinancial Operational ReviewPhysical Asset and Environmental Review12
- 13. Evaluation of Tenant CreditFinancial stability (credit rating) Industry concentrations Other concentrations13
- 14. The Due Diligence ProcessSales Contract ExecutedTenant ReviewMarket AnalysisPro Forma AnalysisRecommendation to BuyerFinancial Operational ReviewPhysical Asset and Environmental Review14
- 15. Market AnalysisThree primary components Site analysis Supply DemandSupplyDemandSquare FeetTime15
- 16. Market AnalysisSite Analysis Visibility Access Ingress/Egress Amenities Sources of demand Competition Quality Surrounding land uses, current and projected 16
- 17. Market AnalysisSupply Historical inventory Existing and future competitive Disaggregated by size, quality, and age Projected future development Planning departments Media research Local market interviews 17
- 18. Market AnalysisDemand Historical absorption Market research of key indicators New business startups Population growth Other economic trends Other demographic trends Projected growth in demand Demand (sq ft)Time18
- 19. Market AnalysisReconciliation of supply and demand Rental rates Percentage rents Occupancy levels Commissions Buildout Growth rates Rental Expense Capitalization rates Renewal assumption19
- 20. Market AnalysisSpace may be vacant prior to re-leasing New rent is set New tenant improvements, commissions Base years, sales, other levels are setRenewal assumptions - What happens at the end of a lease? 20
- 21. The Due Diligence ProcessSales Contact ExecutedTenant ReviewMarket AnalysisPro Forma AnalysisRecommendation to BuyerFinancial Operational ReviewPhysical Asset and Environmental Review21
- 22. Physical Asset and Environmental ReviewEngineering 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 22
- 23. The Due Diligence ProcessSales Contract ExecutedFinancial Operational ReviewTenant ReviewMarket AnalysisRecommendation to BuyerPhysical Asset and Environmental ReviewPro Forma AnalysisConverting analysis to cash flow23
- 24. PROFORMA ANALYSISAnalysis 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 required24
- 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 seller’s or buyer’s 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 jurisdictions and respective taxes are adequately reflected Effects of non-recurring items projected to occur PROFORMA ANALYSIS25
- 26. Tenant by Tenant Appropriately Timed Industry Accepted Ready for “What if” Analyses Easy to Review and ProofPROFORMA ANALYSISAdvantages to Prefab Systems 26
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