<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY Report Pursuant To Section 13 Or 15(d) Of The Securities
Exchange Act Of 1934
For the quarterly period ended June 30, 2000
OR
[ ] Transition Report Pursuant To Section 13 Or 15(d) Of The Securities
EXCHANGE ACT OF 1934
Commission file number 0-22725
CRESCENT OPERATING, INC.
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 75-2701931
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
306 West 7th Street, Suite 1000
Fort Worth, Texas 76102
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(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code (817) 339-2200
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
Number of shares of Common Stock, $.01 par value, outstanding as of August 14,
2000: 11,442,791
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CRESCENT OPERATING, INC.
FORM 10-Q
TABLE OF CONTENTS
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Page
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets......................................................................3
Consolidated Statements of Operations............................................................4
Consolidated Statement of Changes in Shareholders' Equity (Deficit)..............................6
Consolidated Statements of Cash Flows............................................................7
Notes to Consolidated Financial Statements (Unaudited)...........................................8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...........14
Item 3. Quantitative and Qualitative Disclosures About Market Risk......................................28
PART II - OTHER INFORMATION
Item 1. Legal Proceedings...............................................................................28
Item 2. Change in Securities and Use of Proceeds........................................................29
Item 3. Defaults Upon Senior Securities.................................................................29
Item 4. Submission of Matters to a Vote of Security Holders.............................................29
Item 5. Other Information...............................................................................29
Item 6. Exhibits and Reports on Form 8-K................................................................29
</TABLE>
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CRESCENT OPERATING, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
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<CAPTION>
June 30, 2000 December 31, 1999
------------------ ------------------
(unaudited) (audited)
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 45,520 $ 39,017
Accounts receivable, net 56,029 51,638
Inventories 51,527 47,442
Real estate 123,713 121,412
Prepaid expenses and other current assets 19,674 14,714
------------------ ------------------
Total current assets 296,463 274,223
------------------ ------------------
PROPERTY AND EQUIPMENT, NET 210,192 215,764
------------------ ------------------
INVESTMENTS 83,627 80,470
------------------ ------------------
OTHER ASSETS
Real estate 94,711 83,147
Intangible assets, net 88,009 92,077
Other assets 56,291 49,972
------------------ ------------------
Total other assets 239,011 225,196
------------------ ------------------
TOTAL ASSETS $ 829,293 $ 795,653
================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 68,827 $ 80,396
Accounts payable - CEI 19,813 9,250
Current portion of long-term debt - CEI 16,842 8,000
Current portion of long-term debt 40,591 69,459
Deferred revenue 91,338 62,864
------------------ ------------------
Total current liabilities 237,411 229,969
LONG-TERM DEBT - CEI, NET OF CURRENT PORTION 206,278 208,744
LONG-TERM DEBT, NET OF CURRENT PORTION 166,673 135,671
OTHER LIABILITIES 70,004 59,837
------------------ ------------------
Total liabilities 680,366 634,221
------------------ ------------------
MINORITY INTERESTS 177,055 181,954
------------------ ------------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.01 par value, 10,000 shares authorized,
no shares issued or outstanding -- --
Common stock, $.01 par value, 22,500 shares authorized,
11,415 shares issued 114 114
Additional paid-in capital 17,714 17,714
Deferred compensation on restricted shares (198) (198)
Accumulated comprehensive income (loss) (12,339) (10,127)
Retained deficit (29,113) (23,719)
Treasury stock at cost, 1,103 shares (4,306) (4,306)
------------------ ------------------
Total shareholders' equity (deficit) (28,128) (20,522)
------------------ ------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) $ 829,293 $ 795,653
================== ==================
</TABLE>
See accompanying notes to the consolidated financial statements.
3
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CRESCENT OPERATING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data, unaudited)
<TABLE>
<CAPTION>
For the three For the six
months ended months ended
-------------------------------- --------------------------------
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
REVENUES
Equipment sales & leasing $ 38,427 $ 39,536 $ 74,674 $ 66,695
Hospitality 66,429 55,478 138,639 118,510
Land development 71,541 78,379 130,635 124,936
-------------- -------------- -------------- --------------
Total revenues 176,397 173,393 343,948 310,141
-------------- -------------- -------------- --------------
OPERATING EXPENSES
Equipment sales & leasing 36,556 36,948 72,327 63,598
Hospitality 51,386 42,726 105,167 89,722
Hospitality properties rent - CEI 16,118 13,267 32,382 26,793
Land development 65,763 71,131 118,553 115,992
Corporate general and administrative 992 570 1,964 990
-------------- -------------- -------------- --------------
Total operating expenses 170,815 164,642 330,393 297,095
-------------- -------------- -------------- --------------
INCOME FROM OPERATIONS 5,582 8,751 13,555 13,046
-------------- -------------- -------------- --------------
INVESTMENT INCOME 1,253 3,834 6,758 13,841
-------------- -------------- -------------- --------------
OTHER (INCOME) EXPENSE
Interest expense 8,616 7,029 16,630 13,214
Interest income (1,021) (956) (1,885) (1,764)
Other (76) 219 15 143
-------------- -------------- -------------- --------------
Total other (income) expense 7,519 6,292 14,760 11,593
-------------- -------------- -------------- --------------
INCOME BEFORE INCOME TAXES
AND MINORITY INTERESTS (684) 6,293 5,553 15,294
INCOME TAX PROVISION (BENEFIT) (226) 972 1,262 1,344
-------------- -------------- -------------- --------------
INCOME BEFORE MINORITY INTERESTS (458) 5,321 4,291 13,950
MINORITY INTERESTS (2,954) (5,167) (9,685) (10,382)
-------------- -------------- -------------- --------------
NET INCOME (LOSS) $ (3,412) $ 154 $ (5,394) $ 3,568
============== ============== ============== ==============
EARNINGS (LOSS) PER SHARE
Basic $ (0.33) $ 0.01 $ (0.52) $ 0.34
============== ============== ============== ==============
Diluted $ (0.33) $ 0.01 $ (0.52) $ 0.32
============== ============== ============== ==============
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic 10,312 10,309 10,312 10,415
============== ============== ============== ==============
Diluted 10,312 10,926 10,312 11,015
============== ============== ============== ==============
</TABLE>
See accompanying notes to the consolidated financial statements.
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CRESCENT OPERATING, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
(AMOUNTS IN THOUSANDS, UNAUDITED)
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Common stock Treasury stock
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Shares Amount Shares Amount
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
BALANCE at December 31, 1999 11,415 $ 114 (1,103) $ (4,306)
Comprehensive income (loss):
Net loss -- -- -- --
Unrealized loss on Magellan warrants -- -- -- --
Comprehensive income (loss)
---------------- ---------------- ---------------- ----------------
BALANCE at June 30, 2000 11,415 $ 114 (1,103) $ (4,306)
================ ================ ================ ================
<CAPTION>
Deferred
compensation Accumulated
Additional on restricted comprehensive Retained
paid-in capital shares income (loss) deficit
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
BALANCE at December 31, 1999 $ 17,714 $ (198) $ (10,127) $ (23,719)
Comprehensive income (loss):
Net loss -- -- -- (5,394)
Unrealized loss on Magellan warrants -- -- (2,212) --
Comprehensive income (loss)
---------------- ---------------- ---------------- ----------------
BALANCE at June 30, 2000 $ 17,714 $ (198) $ (12,339) $ (29,113)
================ ================ ================ ================
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Total
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<S> <C>
BALANCE at December 31, 1999 $ (20,522)
Comprehensive income (loss):
Net loss (5,394)
Unrealized loss on Magellan warrants (2,212)
----------------
Comprehensive income (loss) (7,606)
----------------
BALANCE at June 30, 2000 $ (28,128)
================
</TABLE>
See accompanying notes to the consolidated financial statements.
5
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CRESCENT OPERATING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands, unaudited)
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<CAPTION>
For the For the
Six Months Ended Six Months Ended
June 30, 2000 June 30, 1999
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (5,394) $ 3,568
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation 11,334 9,605
Amortization 6,896 7,043
Provision for deferred income taxes (3,844) (8,017)
Equity in income of unconsolidated subsidiaries (5,196) (12,032)
Minority interests 9,685 10,382
Gain on sale of property and equipment (2,244) (2,857)
Gain on sale of investments (1,563) (1,809)
Changes in assets and liabilities, net of effects from acquistions:
Accounts receivable (4,569) (11,181)
Inventories (181) (3,398)
Prepaid expenses and current assets (7,710) (2,240)
Real estate (20,190) (44,382)
Other assets 355 1,074
Accounts payable and accrued expenses (16,865) (5,544)
Accounts payable - CEI 11,363 4,558
Deferred revenue, current and noncurrent 44,455 16,874
Other liabilities 200 881
---------------- ----------------
Net cash (used in) provided by operating activities 16,532 (37,475)
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of business interests, net of cash acquired (579) (15,489)
Acquisition of business interests by
Controlled Subsidiaries, net of cash acquired (1,047) (9,282)
Purchases of property and equipment (31,699) (32,949)
Proceeds from sale of investments 2,443 21,273
Proceeds from sale of property and equipment 16,023 17,016
Net proceeds from sale and collection of notes receivable 6,511 1,330
Net distributions from investments 2,058 885
Distributions from investments of Controlled Subsidiaries 2,212 8,860
Contributions to investments of Controlled Subsidiaries (2,550) (1,080)
Other -- (120)
---------------- ----------------
Net cash used in investing activities (6,628) (9,556)
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of long-term debt 119,138 148,434
Payments on long-term debt (56,731) (97,196)
Proceeds of long-term debt - CEI 3,361 35,342
Payments on long-term debt - CEI (54,549) (49,730)
Capital contributions by minority interests 18,768 18,585
Distributions to minority interests (29,375) (6,754)
Purchase of treasury stock -- (1,445)
Other (4,013) (1,220)
---------------- ----------------
Net cash (used in) provided by financing activities (3,401) 46,016
---------------- ----------------
NET DECREASE IN CASH AND
CASH EQUIVALENTS 6,503 (1,015)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 39,017 42,810
---------------- ----------------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 45,520 $ 41,795
================ ================
</TABLE>
See accompanying notes to the consolidated financial statements.
6
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CRESCENT OPERATING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND BASIS OF PRESENTATION:
Crescent Operating, Inc. was formed on April 1, 1997 by Crescent Real Estate
Equities Company ("CEI" or "Crescent Equities") and its subsidiary Crescent Real
Estate Equities Limited Partnership ("Crescent Partnership"). Effective June 12,
1997, CEI distributed shares of Crescent Operating, Inc. common stock to
shareholders of CEI and unit holders of Crescent Partnership of record on May
30, 1997.
Crescent Operating, Inc. ("Crescent Operating" or "COPI") is a diversified
management company that, through various subsidiaries and affiliates
(collectively with Crescent Operating, the "Company"), currently operates
primarily in four business segments: Equipment Sales and Leasing, Hospitality,
Temperature Controlled Logistics (formerly Refrigerated Warehousing) and Land
Development. Through these segments, Crescent Operating does business throughout
the United States.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. These financial statements should be read in conjunction
with the audited financial statements and related footnotes of the Company for
the fiscal year ended December 31, 1999 included in the Company's Form 10-K. In
management's opinion, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation of the consolidated
unaudited interim financial statements have been included and all significant
intercompany balances and transactions have been eliminated. Certain prior
period information has been reclassified to conform to current period
presentation. Due to acquisitions and seasonal fluctuations, operating results
for interim periods reflected are not necessarily indicative of the results that
may be expected for a full fiscal year.
The financial results of the Company primarily include the following:
o Subsidiaries which are wholly owned and consolidated:
o Crescent Machinery Company ("Crescent Machinery");
o Rosestar Management LLC ("Rosestar"); and
o COI Hotel Group, Inc. ("COI Hotel").
o Subsidiaries which are not wholly owned but the Company controls and
therefore consolidates ("Controlled Subsidiaries"):
o A 5% economic interest in:
- The Woodlands Land Company, Inc. ("LandCo") which has a
42.5% general partner interest in The Woodlands Land
Development Company, L.P. ("Landevco");
- Desert Mountain Development Corporation ("Desert Mountain
Development") which consolidates its 93% general partner
interest in Desert Mountain Properties Limited Partnership
("DMPLP"); and
- CRL Investments, Inc. ("CRL"), which beneficially owns 60%
of CR Las Vegas, LLC ("CR Las Vegas") and 20% of CR License,
LLC ("CR License").
o A 60% general partner interest in COPI Colorado, L.P. ("COPI
Colorado") which owns 10% of Crescent Development Management
Corp. ("CDMC"). The 10% interest in CDMC represents 100% of the
voting stock, and therefore, CDMC is consolidated into COPI
Colorado.
7
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o Subsidiaries which the Company reports on the equity method of
accounting:
o A 52.5% interest (42.5% in 1999) in the Woodlands Operating
Company, L.P. ("TWOC");
o A 40% interest in Vornado Crescent Logistics Operating
Partnership ("AmeriCold Logistics");
o A direct 25% common membership interest in Charter Behavioral
Health Systems, LLC ("CBHS");
o An indirect 65% common membership interest in CBHS held through a
limited partner interest in COPI CBHS Holdings, L.P.; and
o A 1% interest in each of Crescent CS Holdings Corporation ("CS
I") and Crescent CS Holdings II Corporation ("CS II"),
(collectively, "Temperature Controlled Logistics Partnerships").
o A 15.8% common and 21.1% preferred interest in Transportal Network,
Inc. ("Transportal Holding"), which has a 76% interest in Transportal
Network LLC ("Transportal"), all of which the Company reports on the
cost method of accounting.
2. RECENT DEVELOPMENTS:
HOSPITALITY
On July 27, 2000, CRL exercised its option to purchase an additional 10%
economic interest in CR License by paying $3.0 million, bringing CRL's total
economic interest in CR License to 30%. CR License is the entity which owns the
rights to the future use of the "Canyon Ranch" name.
INVESTMENT IN TEMPERATURE CONTROLLED LOGISTICS INTERNET OPPORTUNITY
The Company has restructured its business venture with Vornado Operating, Inc.
and Crescent Equities to pursue a business-to-business internet opportunity
relating to the Temperature Controlled Logistics business. Transportal plans to
provide routing and load management services and facilitate related purchases
over the internet to independent truckers, shippers and receivers to enable them
to increase efficiency. As a result of this transaction, the Company was
relieved of its previously reported obligation to fund initial startup costs
previously reported, which resulted in net investment income of $1.2 million
during the second quarter of 2000. The Company has retained an effective 12%
common interest and a 16% preferred interest in Transportal, has no basis in the
investment and has no obligation for future cash funding. Transportal is
actively seeking additional equity investments from third parties, including
venture capital firms. The Company anticipates that its ownership interest in
Transportal may be diluted if Transportal obtains equity funding to satisfy its
future cash needs. Early stage internet companies, such as Transportal, with new
and unproven business models, frequently encounter financial and other
significant business risks and there can be no assurance that Transportal will
be a successful business venture.
OTHER
On February 16, 2000, CBHS petitioned for relief under Chapter 11 of the United
States Bankruptcy Code. Under the protection of the bankruptcy court, CBHS is
engaged in efforts to sell and liquidate, in a controlled fashion, all of its
ongoing business. On April 16, 2000, the asset purchase agreement to which a
newly formed, wholly-owned subsidiary of Crescent Operating had agreed to
acquire, for $24.5 million, CBHS's core business assets used in the operation of
37 behavioral healthcare facilities, subject to certain conditions, terminated
by its own terms because not all of the conditions precedent to closing had been
met by that date. Sales of 18 properties closed during the six months ended June
30, 2000. Subsequent to June 30, 2000, five additional properties were sold and
contracts or letters of intent have been entered into to sell 35 additional
properties.
Effective April 27, 2000, the Company's shares began trading on the OTC Bulletin
Board. The shares, which previously had been traded on The Nasdaq National
Market and had been moved to The Nasdaq SmallCap Market
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effective April 6, 2000 but did not meet the standards for continued listing in
these markets, retained the same trading symbol, COPI.
3. INVESTMENTS:
Investments consisted of the following (amounts in thousands):
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<CAPTION>
June 30, 2000 December 31, 1999
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Investment in Landevco .......................................... $ 50,472 $ 41,186
Investment in CDMC projects ..................................... 16,637 11,254
Investment in AmeriCold Logistics ............................... 6,698 11,791
Investment in CR Las Vegas ...................................... 5,461 8,356
Investment in CR License ........................................ 2,797 2,797
Investment in Temperature Controlled Logistics Partnerships ..... 2,583 3,068
Investment in Magellan warrants ................................. 161 2,374
Investment in Houston Center Athletic Club ("HCAC") ............. -- 864
Investment in TWOC .............................................. (1,182) (1,220)
------------------ ------------------
$ 83,627 $ 80,470
================== ==================
</TABLE>
Investment income consisted of the following (amounts in thousands):
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, 2000 June 30, 2000
------------------ ------------------
<S> <C> <C>
Equity in income of Landevco ................ $ 3,535 $ 8,910
Equity in income of Transportal Network ..... 1,185 395
Gain on sale of HCAC ........................ 44 1,562
Equity in income of CDMC Projects ........... 397 1,339
Equity in income of TWOC .................... 651 1,571
Equity in income of Temperature Controlled
Logistics Partnerships .................. 16 40
Equity in income of HCAC .................... -- 8
Equity in loss of CRL ....................... (1,974) (1,974)
Equity in loss of AmeriCold Logistics ....... (2,601) (5,093)
------------------ ------------------
$ 1,253 $ 6,758
================== ==================
</TABLE>
A summary of financial information for the Company's investment in AmeriCold
Logistics, which is a significant unconsolidated investment, is presented below
(amounts in thousands).
<TABLE>
<CAPTION>
AmeriCold Logistics
----------------------------------------
Three months ended Six months ended
June 30, 2000 June 30, 2000
------------------ ------------------
<S> <C> <C>
Revenues ............................... $ 159,423 $ 323,699
Gross profit ........................... $ 4,774 $ 9,257
Net income (loss) ...................... $ (6,503) $ (12,733)
Crescent Operating's equity
in income (loss) of subsidiary ..... $ (2,601) $ (5,093)
</TABLE>
At December 31, 1999, AmeriCold Logistics exercised its right, pursuant to the
terms of its leases with the Temperature Controlled Logistics Partnerships (the
"Landlord"), to defer $5.4 million of rent. During the quarter ended June 30,
2000, AmeriCold Logistics deferred an additional $6.7 million of rent. AmeriCold
Logistics is experiencing cash flow deficits which management of AmeriCold
Logistics is currently addressing by the following: (i)
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discussions with the Landlord to restructure the leases to reduce the rent
and/or transfer to the Landlord all or a portion of certain capital expenditure
requirements; (ii) sales of non-core assets; and (iii) capital infusion.
4. INTANGIBLE ASSETS:
Intangible assets consisted of the following (amounts in thousands):
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<CAPTION>
June 30, 2000 December 31, 1999
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Goodwill, net - Crescent Machinery ..... $ 14,263 $ 13,925
Goodwill, net - RoseStar ............... 1,309 1,417
Goodwill, net - COPI Colorado .......... 41,951 41,798
Membership intangible, net - DMPLP ..... 30,486 34,937
------------------ ------------------
$ 88,009 $ 92,077
================== ==================
</TABLE>
5. LONG-TERM DEBT:
The Company's long-term debt facilities are composed of (i) corporate and
wholly-owned debt, and (ii) non wholly-owned debt. Corporate and wholly-owned
debt relates to debt facilities at the Crescent Operating level or owed by
entities which are owned 100% by Crescent Operating. Non wholly-owned debt
represents non-recourse debt owed by entities which are consolidated in the
Company's financial statements but are not 100% owned by the Company; the
Company's economic investment in these entities is 6% or less. The non wholly-
owned debt is secured by the operations of each individual subsidiary and is not
guaranteed by Crescent Operating. Following is a summary of the Company's debt
financing (amounts in thousands):
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
------------------ ------------------
<S> <C> <C>
LONG-TERM DEBT - CORPORATE AND WHOLLY-OWNED SUBSIDIARIES
Equipment notes payable to various finance companies, weighted
average interest of 9.4% and 8.9% at June 30, 2000 and December
31, 1999, respectively, due 2000 through 2007 (Crescent
Machinery) ........................................................... $ 111,901 $ 102,539
Floor plan debt payable, three to twelve month terms at 0%
interest (Crescent Machinery) ........................................ 14,691 21,556
Note payable to Crescent Partnership, interest at 9%, due May
2002 (COPI) .......................................................... 20,397 19,500
Line of credit payable to Crescent Partnership, interest at 12%,
due May 2002 or five years after the last draw (COPI) ................ 18,259 17,200
Line of credit in the amount of $15.0 million payable to Bank of
America, interest at LIBOR plus 1%, due August 31, 2001 (COPI) ....... 15,000 15,000
Note payable to Crescent Partnership, interest at 12%, due
through May 2002 (COPI) .............................................. 14,674 13,824
Note payable to Crescent Partnership, interest at 12%, due May
2002 (COPI) .......................................................... 9,554 9,000
Notes payable to the sellers of equipment companies, weighted
average interest of 7.6% and 7.7% at June 30, 2000 and
December 31, 1999, respectively, due 2000 through 2003 (COPI) ........ 5,430 7,255
</TABLE>
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<TABLE>
<S> <C> <C>
Notes payable to Crescent Partnership, weighted average interest
of 10.0% and 9.7% at June 30, 2000 and December 31, 1999,
respectively, due 2002 through 2006 (RoseStar / COI Hotel) ........... 1,861 2,571
------------------ ------------------
Total debt - corporate and wholly-owned subsidiaries ...... 211,767 208,445
------------------ ------------------
LONG-TERM DEBT - NON WHOLLY-OWNED SUBSIDIARIES
Junior note payable to Crescent Partnership, interest at 14%,
due December 2010 (DMPLP) ............................................ 59,000 60,000
Construction loans for various East West Resort Development
projects, interest at 7.8% to 13.9%, due through 2005 (CDMC) ........ 57,094 45,024
Line of credit in the amount of $56.2 million payable to
Crescent Partnership, interest at 11.5%, due August 2004 (CDMC) ...... 38,184 49,357
Line of credit in the amount of $40.0 million payable to
Crescent Partnership, interest at 11.5%, due December 2006 ........... 29,897 14,459
(CDMC)
Line of credit in the amount of $22.9 million payable to
Crescent Partnership, interest at 12%, due January 2003 (CDMC) ....... 17,379 16,418
Line of credit in the amount of $45.0 million payable to
National Bank of Arizona, interest at prime to prime plus 1%,
due June 2001 (DMPLP) ................................................ 3,149 13,756
Line of credit in the amount of $7.0 million payable to Crescent
Partnership, interest at 12%, due August 2003 (CRL) .................. 5,666 5,666
Term loan in the amount of $5.6 million payable to Crescent
Partnership, interest ranging from 12% to 15%, due March 2001
(CDMC) ............................................................... 5,600 --
Note payable to Crescent Partnership, interest at 12%, due June
2005 (CDMC) .......................................................... 2,648 2,649
Senior note payable to Crescent Partnership, interest at 10%,
due December 2005 (DMPLP) ............................................ -- 6,100
------------------ ------------------
Total debt - non wholly-owned subsidiaries ................. 218,617 213,429
------------------ ------------------
Total long-term debt ....................................... $ 430,384 $ 421,874
================== ==================
Current portion of long-term debt - CEI .............................. $ 16,842 $ 8,000
Current portion of long-term debt .................................... 40,591 69,459
Long-term debt - CEI, net of current portion ......................... 206,278 208,744
Long-term debt, net of current portion ............................... 166,673 135,671
------------------ ------------------
Total long-term debt ....................................... $ 430,384 $ 421,874
================== ==================
</TABLE>
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In February 2000, the Company modified certain debt agreements with Crescent
Equities extending the timing of principal and interest payments until February
2001.
6. OTHER LIABILITIES:
Other liabilities consisted of the following (in thousands):
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
------------------ ------------------
<S> <C> <C>
Deferred revenue ............. $ 63,995 $ 50,964
Deferred hospitality rent .... 4,897 4,698
Other ........................ 1,112 4,175
------------------ ------------------
$ 70,004 $ 59,837
================== ==================
</TABLE>
7. EARNINGS PER SHARE:
Earnings per share ("EPS") is calculated as follows (in thousands, except per
share data):
<TABLE>
<CAPTION>
Three months ended June 30, 2000 Six months ended June 30, 2000
----------------------------------------- -----------------------------------------
Net Wtd Avg. Per Share Net Wtd. Avg. Per Share
Income (Loss) Shares Amount Income (Loss) Shares Amount
-------------- ---------- ---------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
BASIC EPS ......................... $ (3,412) 10,312 $ (.33) $ (5,394) 10,312 $ (.52)
EFFECT OF DILUTIVE SECURITIES:
Stock Options ..................... -- -- -- --
-------------- ---------- -------------- ----------
DILUTED EPS ....................... $ (3,412) 10,312 $ (.33) $ (5,394) 10,312 $ (.52)
============== ========== ========== ============== ========== ==========
</TABLE>
The Company had 1,321,434 options for its common stock outstanding for each of
the three and six months ended June 30, 2000 which were not included in the
calculation of diluted EPS as they were anti-dilutive.
8. INCOME TAXES:
The table below shows the reconciliation of the federal statutory income tax
rate to the effective tax rate.
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, 2000 June 30, 2000
------------------ ------------------
<S> <C> <C>
Federal statutory income tax rate ................ 35.0% 35.0%
State income taxes, net of federal tax benefit ... 5.0 5.0
Minority interests ............................... (10.0) (16.1)
Other, net ....................................... 3.0 (1.2)
------------------ ------------------
Effective tax rate .... 33.0% 22.7%
================== ==================
</TABLE>
The Company generally provides for taxes using a 40% effective rate on the
Company's share of income or loss. Based upon the Company's ability to execute
its business plans, tax planning strategies and the potential future transaction
with Crescent Equities, management believes that the deferred tax asset will be
realized. Management continues to evaluate the realizability of the deferred
tax asset quarterly by assessing the need for a valuation allowance.
9. BUSINESS SEGMENT INFORMATION:
Crescent Operating's assets and operations are located entirely within the
United States and are comprised primarily of four business segments: (i)
Equipment Sales and Leasing, (ii) Hospitality, (iii) Temperature Controlled
Logistics and (iv) Land Development. In addition to these four business
segments, the Company has grouped its investment in Magellan warrants,
investment in CBHS, interest expense on corporate debt and general corporate
overhead costs such as legal and accounting costs, insurance costs and corporate
salaries as "Other" for segment reporting purposes. The Company has written off
its entire investment and has no obligation or commitment to fund CBHS's
operations (see Note 2 for information on CBHS's efforts to liquidate in
bankruptcy) and no longer reports its operations
12
<PAGE> 13
related to CBHS as a separate segment. The Company does incur costs of
ownership related to the CBHS investment, such as legal and accounting
costs, and also incurred costs related to due diligence on the assets
its subsidiary had offered to purchase from CBHS out of bankruptcy.
The Company uses net income as the measure of segment profit or loss.
Business segment information is summarized as follows (in thousands):
<TABLE>
<CAPTION>
Three months ended Six months ended
-------------------------------- --------------------------------
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Revenues:
Equipment Sales and Leasing ......... $ 38,427 $ 39,536 $ 74,674 $ 66,695
Hospitality ......................... 66,429 55,478 138,639 118,510
Temperature Controlled Logistics .... -- -- -- --
Land Development .................... 71,541 78,379 130,635 124,936
Other ............................... -- -- -- --
-------------- -------------- -------------- --------------
Total revenues ...................... $ 176,397 $ 173,393 $ 343,948 $ 310,141
============== ============== ============== ==============
Net income (loss):
Equipment Sales and Leasing ......... $ (588) $ 694 $ (1,772) $ 247
Hospitality ......................... (690) (296) 1,501 1,240
Temperature Controlled Logistics .... (843) (456) (2,809) 438
Land Development .................... 553 228 1,281 361
Other ............................... (1,844) (16) (3,595) 1,282
-------------- -------------- -------------- --------------
Total net income (loss) ............. $ (3,412) $ 154 $ (5,394) $ 3,568
============== ============== ============== ==============
</TABLE>
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
------------------ ------------------
<S> <C> <C>
Identifiable assets:
Equipment Sales and Leasing ......... $ 184,300 $ 184,964
Hospitality ......................... 46,726 44,805
Temperature Controlled Logistics .... 12,783 16,337
Land Development .................... 568,825 535,911
Other ............................... 16,659 13,636
------------------ ------------------
Total identifiable assets ........... $ 829,293 $ 795,653
================== ==================
</TABLE>
10. LITIGATION:
The Company is a party to legal actions related to certain of its investments.
Losses related to such cases have not been deemed probable by management after
consultation with outside counsel, and no financial statement accruals have been
made. Based on the status of the cases, the Company is unable to determine a
range of possible losses, if any, that might be incurred in connection with this
litigation. The Company believes it is not probable that the ultimate resolution
of this litigation will have a material adverse effect on its financial position
and results of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information in this Item 2 should be read in conjunction with the interim
consolidated financial statements and the accompanying notes presented in Item 1
to this Form 10-Q. The financial statements include all adjustments which
management believes are necessary to reflect a fair statement of the financial
results for the interim periods presented. All such adjustments are of a normal
and recurring nature. The information contained in this Item 2 should also be
read in conjunction with the more detailed information included in the Company's
Form 10-K for the year ended December 31, 1999. Capitalized terms used but not
otherwise defined in this Item 2 have the meanings given to them in the notes to
the financial statements included in Item 1.
13
<PAGE> 14
This Form 10-Q contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Although the Company believes that the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, the Company's actual results could differ materially
from those the Company expects to achieve. Some of the factors that might cause
such a difference include:
o the underperformance or non-performance of the Company's
existing business investments,
o the relatively high levels of debt that the Company
maintains and the Company's ability to generate revenue
sufficient to meet debt service payments and other operating
expenses,
o the Company's ability to refinance its outstanding debt
(some of which requires "balloon" payments of principal) as
necessary, and the possibility that any refinancing will
result in higher interest rates or other terms less
favorable to the Company,
o the extreme sensitivity to changes in operations or business
activities of certain of the Company's investments due to
their high levels of debt and rental payments,
o the availability of any equity and additional debt financing
that may be necessary or advantageous to expand or maintain
the Company's operations and investments,
o the potential adverse effect on the Company's cash flows and
the value of the Company's investments or events in the
industries in which the Company's businesses and investments
operate and the economic, demographic and other competitive
conditions affecting these industries,
o the effect of the REIT Modernization Act upon future
opportunities under the Intercompany Agreement with Crescent
Partnership (the "Intercompany Agreement"), pursuant to
which the Company and Crescent Partnership have agreed to
provide the other with rights to participate in certain
transactions, and
o any resolution of issues that relate to the bankruptcy
petition of CBHS that is unfavorable to the Company,
including, but not limited to, judgments against the Company
in respect of lawsuits instituted in connection with the
activities of CBHS prior to its bankruptcy filing.
Given these uncertainties, readers are cautioned not to place undue reliance on
such statements. The Company is not obligated to update these forward-looking
statements to reflect any future events or circumstances.
OVERVIEW
Crescent Operating is a diversified management company that, through various
subsidiaries and affiliates, currently operates primarily in four business
segments: (i) Equipment Sales and Leasing, (ii) Hospitality, (iii) Temperature
Controlled Logistics (formerly Refrigerated Warehousing) and (iv) Land
Development. Within these segments the Company owned the following as of June
30, 2000:
o THE EQUIPMENT SALES AND LEASING SEGMENT consisted of a
wholly-owned interest in Crescent Machinery Company ("Crescent
Machinery"), a construction equipment sales, leasing and service
company with 18 locations in seven states.
o THE HOSPITALITY SEGMENT consisted of (i) the Company's lessee
interests in Business Class Hotels which include the Denver
Marriott City Center, the Hyatt Regency Albuquerque, the Four
Seasons Hotel in Houston, Texas and the Renaissance Hotel in
Houston, Texas; lessee interests in Luxury Spa Resorts which
include the Hyatt Regency Beaver Creek, the Ventana Inn and Spa
and the Sonoma Mission Inn and Spa (including the Sonoma Mission
Inn Golf and Country Club); and lessee interests in Destination
Fitness Resorts and Spas which include Canyon Ranch-Tucson and
Canyon Ranch-Lenox (collectively, the "Hospitality Properties"),
and (ii) a 5% economic interest in CRL Investments, Inc. ("CRL"),
which has an investment in the Canyon Ranch
14
<PAGE> 15
Day Spa in the Venetian Hotel in Las Vegas, Nevada and
participates in the future use of the "Canyon Ranch" name.
o THE TEMPERATURE CONTROLLED LOGISTICS SEGMENT consisted primarily
of a 40% interest in (i) the operations of Vornado Crescent
Logistics Operating Partnership ("AmeriCold Logistics"), which
currently operates 104 refrigerated storage properties with an
aggregate storage capacity of approximately 533 million cubic
feet, (ii) an effective 12% common interest and a 16% preferred
interest in Transportal Network LLC ("Transportal"), a venture
which plans to provide routing and load management services and
facilitate related purchases over the internet to independent
truckers, shippers and receivers to enable them to increase
efficiency (see Temperature Controlled Logistics Segment - Recent
Developments), and (iii) a 1% interest in Crescent CS Holdings
Corporation ("CS I") and Crescent CS Holdings II Corporation ("CS
II", and together with CS I, the "Temperature Controlled
Logistics Partnerships").
o THE LAND DEVELOPMENT SEGMENT consisted of (i) a 4.65% economic
interest in Desert Mountain, a master planned, luxury residential
and recreational community in northern Scottsdale, Arizona, (ii)
a 52.5% general partner interest in The Woodlands Operating
Company, L.P. ("Woodlands Operating"), (iii) a 2.125% economic
interest in The Woodlands Land Development Company L.P.
("Landevco") and (iv) a 60% economic interest in COPI Colorado,
LP ("COPI Colorado"), a company that has a 10% economic interest
in Crescent Development Management Corp. ("CDMC").
The Company has previously written off its entire investment and has no
obligation or commitment to fund CBHS' operations and no longer reports its
operations related to CBHS as a separate segment. CBHS is engaged in efforts to
sell and liquidate, in a controlled fashion through the pending bankruptcy
proceedings, all of its ongoing business. The Company does incur costs of
ownership related to the CBHS investment, such as legal and accounting costs,
and the Company incurred costs related to due diligence on the assets its
subsidiary had offered to purchase out of bankruptcy. See Other - Recent
Developments.
On December 17, 1999, President Clinton signed into law the REIT Modernization
Act which will become effective after December 31, 2000, and contains a
provision that would permit real estate investments trusts ("REITS"), such as
Crescent Equities, to own and operate certain types of investments that are
currently owned and operated by Crescent Operating. The REIT Modernization Act
is expected to reduce the number of business opportunities that Crescent
Equities would otherwise offer to the Company pursuant to the Intercompany
Agreement. Crescent Equities has expressed an interest in certain of the
investments currently owned or operated by the Company that the REIT
Modernization Act would allow Crescent Equities to own or operate. Crescent
Operating is exploring alternatives with Crescent Equities regarding a potential
future transaction with respect to certain of the Company's investments.
15
<PAGE> 16
EQUIPMENT SALES AND LEASING SEGMENT
FINANCIAL ACTIVITY
<TABLE>
<CAPTION>
(in thousands) Three months ended June 30, Six months ended June 30,
--------------------------- ---------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenue:
New and used equipment .............. $ 21,731 $ 27,423 $ 43,601 $ 43,600
Rental equipment .................... 9,611 6,254 16,926 11,423
Parts, service and supplies ......... 7,085 5,859 14,147 11,672
------------ ------------ ------------ ------------
Total revenue .......................... 38,427 39,536 74,674 66,695
Expenses:
Cost of sales:
New and used equipment ......... 18,961 22,985 37,908 36,779
Rental equipment ............... 5,219 3,950 9,990 7,348
Parts, service and supplies .... 4,537 3,867 8,803 7,180
------------ ------------ ------------ ------------
Total cost of sales ................. 28,717 30,802 56,701 51,307
Gross profit ........................ 9,710 8,734 17,973 15,388
Operating expenses .................. 7,839 6,146 15,626 12,291
------------ ------------ ------------ ------------
Income from operations ................. $ 1,871 $ 2,588 $ 2,347 $ 3,097
============ ============ ============ ============
EBITDA ................................. $ 5,792 $ 6,199 $ 9,952 $ 9,966
============ ============ ============ ============
</TABLE>
Equipment sales and leasing revenue increased $8.0 million, or 12.0%, to $74.7
million for the six months ended June 30, 2000, compared with $66.7 million for
the six months ended June 30, 1999. Net loss for the six months ended June 30,
2000 was $1.8 million as compared with net income of $0.2 million for the six
months ended June 30, 1999. Profitability of the equipment, sales and leasing
segment during the first half of 2000 was negatively impacted by an increase in
the amount of interest-bearing debt as well as an increase in overall interest
rates as compared to last year. Crescent Machinery continues to incorporate the
operations of its acquisitions into its overall business plan of growth in
rental revenue while maintaining its distribution-based operations. The Company
believes that the loss for the six months ended June 30, 2000 is not necessarily
indicative of the operating results expected for the full year, due to the
seasonality of the business.
Earnings before interest expense, income taxes, depreciation and amortization
("EBITDA") for the Equipment Sales and Leasing segment for each of the six
months ended June 30, 1999 and 2000 was $10.0 million. Management believes that
EBITDA can be a meaningful measure of operating performance, cash generation and
the ability to service debt. However, EBITDA should not be considered as an
alternative to: (i) net income (determined in accordance with GAAP); (ii)
operating cash flow (determined in accordance with GAAP); or (iii) liquidity.
There can be no assurance that the Company's EBITDA is comparable to similarly
titled items reported by other companies.
16
<PAGE> 17
HOSPITALITY SEGMENT
RECENT DEVELOPMENTS
On July 27, 2000, CRL exercised its option to purchase an additional 10%
economic interest in CR License by paying $3.0 million, bringing CRL's total
economic interest in CR License to 30%. CR License is the entity which owns the
rights to the future use of the "Canyon Ranch" name.
FINANCIAL ACTIVITY
The following table sets forth certain information about the Hospitality
Properties for the six months ended June 30, 2000 and 1999. The information for
the Hospitality Properties is based on available rooms, except for Canyon
Ranch-Tucson and Canyon Ranch Ranch-Lenox, which are destination health and
fitness resorts that measure performance based on available guest nights.
<TABLE>
<CAPTION>
For the six months ended June 30,
--------------------------------------------------------------------
Average Average Revenue Per
Occupancy Rate Daily Rate Available Room
-------------------- ------------------- -------------------
Rooms 2000 1999 2000 1999 2000 1999
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Business Class Hotels:
Denver Marriott City Center ........... 613 84% 77% $ 119 $ 123 $ 100 $ 95
Hyatt Regency Albuquerque ............. 395 70 71 105 106 74 75
Four Seasons Hotel Houston ............ 399 72 66 207 196 149 128
Renaissance Houston ................... 389 68 65 98 97 67 63
-------- -------- -------- -------- -------- -------- --------
Total/Weighted Average ............ 1,796 75% 70% $ 132 $ 130 $ 98 $ 92
======== ======== ======== ======== ======== ======== ========
Luxury Spa Resorts:
Hyatt Regency Beaver Creek ............ 276 68% 70% $ 318 $ 296 $ 217 $ 207
Sonoma Mission Inn & Spa .............. 228(1) 73 79 287 196(1) 211 155(1)
Ventana Inn & Spa ..................... 62 74 77 428 329 314 254
-------- -------- -------- -------- -------- -------- --------
Total/Weighted Average ............ 566 71% 74% $ 319 $ 263 $ 226 $ 195
======== ======== ======== ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Guest
Destination Fitness Resorts and Spas: Nights
--------
<S> <C> <C> <C> <C> <C> <C> <C>
Canyon Ranch-Tucson ............... 250(2)
Canyon Ranch-Lenox ................ 212(2)
-------- -------- -------- -------- -------- -------- --------
Total/Weighted Average ........ 462 88%(3) 90%(3) $ 587(4) $ 536(4) $ 503(5) $ 464(5)
======== ======== ======== ======== ======== ======== ========
Grand Total/Weighted Average ...... 76% 74% $ 255 $ 237 $ 190 $ 172
======== ======== ======== ======== ======== ========
</TABLE>
(1) In January 2000, 20 rooms, which previously were taken out of commission
for construction of a 30,000 square foot, full-service spa in connection
with an approximately $21.0 million expansion of the hotel, were returned
to service. The expansion was completed in the second quarter of 2000. The
overall expansion included 30 additional guest rooms. Rates were discounted
during the construction period, which resulted in a lower average daily
rate and revenue per available room in the first six months of 1999.
(2) Represents available guest nights, which is the maximum number of guests
that the resort can accommodate per night.
(3) Represents the number of paying and complimentary guests for the period,
divided by the maximum number of available guest nights for the period.
(4) Represents the average daily "all-inclusive" guest package charges for the
period, divided by the average daily number of paying guests for the
period.
(5) Represents the total "all-inclusive" guest package charges for the period,
divided by the maximum number of available guest nights for the period.
TEMPERATURE CONTROLLED LOGISTICS SEGMENT
RECENT DEVELOPMENTS
The Company has restructured its business venture with Vornado Operating, Inc.
and Crescent Equities to pursue a business-to-business internet opportunity
relating to the Temperature Controlled Logistics business. Transportal plans to
provide routing and load management services and facilitate related purchases
over the internet to independent truckers, shippers and receivers to enable them
to increase efficiency. As a result of this transaction, the Company was
relieved of its previously reported
17
<PAGE> 18
obligation to fund initial startup costs previously reported, which resulted in
net investment income of $1.2 million during the second quarter of 2000. The
Company has retained an effective 12% common interest and a 16% preferred
interest in Transportal, has no basis in the investment and has no obligation
for future cash funding. Transportal is actively seeking additional equity
investments from third parties, including venture capital firms. The Company
anticipates that its ownership interest in Transportal may be diluted if
Transportal obtains equity funding to satisfy its future cash needs. Early stage
internet companies, such as Transportal, with new and unproven business models,
frequently encounter financial and other significant business risks and there
can be no assurance that Transportal will be a successful business venture.
FINANCIAL ACTIVITY
The Company has a 40% economic interest in AmeriCold Logistics and a 0.4%
interest in the Temperature Controlled Logistics Partnerships. Prior to the
restructuring on March 12, 1999, the Company's economic share of the operations
of the Temperature Controlled Logistics Partnerships for the six months ended
June 30, 1999 included a 2% economic interest for the period from January 1,
1999 through March 11, 1999 and a 0.4% economic interest for the period from
March 12, 1999 through June 30, 1999. The Company's economic share of the
operations of AmeriCold Logistics for the six months ended June 30, 1999
includes a 40% economic interest for the period from March 12, 1999 through June
30, 1999.
The Company's share of pretax loss from AmeriCold Logistics for the three and
six months ended June 30, 2000 was $2.6 and $5.1 million, respectively. The
Company's share of net income from the Temperature Controlled Logistics
Partnerships for each of the three and six months ended June 30, 2000 was less
than $0.1 million.
At December 31, 1999, AmeriCold Logistics exercised its right, pursuant to the
terms of its leases with the Temperature Controlled Logistics Partnerships (the
"Landlord"), to defer $5.4 million of rent. During the quarter ended June 30,
2000, AmeriCold Logistics deferred an additional $6.7 million of rent. AmeriCold
Logistics is experiencing cash flow deficits which management of AmeriCold
Logistics is currently addressing by the following: (i) discussions with the
Landlord to restructure the leases to reduce the rent and/or transfer to the
Landlord all or a portion of certain capital expenditure requirements; (ii)
sales of non-core assets; and (iii) capital infusion.
LAND DEVELOPMENT SEGMENT
FINANCIAL ACTIVITY
Net income for the Land Development Segment was $0.5 and $1.3 million for the
three and six months ended June 30, 2000, respectively. The Company's share of
Desert Mountain Development's net income for the three and six months ended June
30, 2000 was $0.2 and $0.1 million, respectively. The Company's share of net
income from both The Woodlands Land Company and WOCOI Investment Company for the
three and six months ended June 30, 2000 was $0.5 and $1.2 million,
respectively. The Company's share of COPI Colorado's net loss for each of the
three and six months ended June 30, 2000 was less than $0.1 million.
The following table sets forth certain information as of June 30, 2000 relating
to the active projects of the residential development properties in which the
Company owns an interest.
<TABLE>
<CAPTION>
Total
Lots/Units Total Average
Total Developed Lots/Units Closed Sale
Lots/Units Since Closed Price Per Range of Proposed
Land Development Planned Inception Since Inception Lot/Unit(1) Sale Prices Per Lot(2)
---------------- ---------- ---------- --------------- ------------ ----------------------
<S> <C> <C> <C> <C> <C>
Desert Mountain 2,665 2,256 2,078 $ 463,000(3) $400,000 - $3,000,000(3)
The Woodlands 36,385 22,856 21,773 $ 48,000 $13,600 - $500,000
CDMC 2,761 299 231 N/A $25,000 - $4,545,000
--------- --------- -----------
Total Land Development 41,811 25,411 24,082
========= ========= ===========
</TABLE>
(1) Based on lots/units closed during the Company's ownership period.
(2) Based on existing inventory of developed lots and lots to be developed.
(3) Includes golf membership, which at June 30, 2000 was $175,000.
18
<PAGE> 19
OTHER
RECENT DEVELOPMENTS
On February 16, 2000, CBHS petitioned for relief under Chapter 11 of the United
States Bankruptcy Code. Under the protection of the bankruptcy court, CBHS is
engaged in efforts to sell and liquidate, in a controlled fashion, all of its
ongoing business. On April 16, 2000, the asset purchase agreement to which a
newly formed, wholly-owned subsidiary of Crescent Operating had agreed to
acquire, for $24.5 million, CBHS's core business assets used in the operation of
37 behavioral healthcare facilities, subject to certain conditions, terminated
by its own terms because not all of the conditions precedent to closing had been
met by that date. Sales of 18 properties closed during the six months ended June
30, 2000. Subsequent to June 30, 2000, five additional properties were sold and
contracts or letters of intent have been entered into to sell 35 additional
properties.
Effective April 27, 2000, the Company's shares began trading on the OTC Bulletin
Board. The shares, which previously had been traded on The Nasdaq National
Market and had moved to The Nasdaq SmallCap Market effective April 6, 2000 but
did not meet the standards for continued listing in these markets, retained the
same trading symbol, COPI.
19
<PAGE> 20
SEGMENT FINANCIAL INFORMATION
(Amounts in thousands, except share data)
The following is a summary of Crescent Operating's financial information
reported by segment for the three months ended June 30, 2000:
<TABLE>
<CAPTION>
EQUIPMENT TEMPERATURE
SALES CONTROLLED LAND
AND LEASING HOSPITALITY LOGISTICS DEVELOPMENT OTHER TOTAL
----------- ----------- ----------- ----------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Revenues ......................................... $ 38,427 $ 66,429 $ -- $ 71,541 $ -- $176,397
Operating expenses ............................... 36,556 67,504 5 65,763 987 170,815
----------- ----------- ----------- ----------- ------- --------
Income (loss) from operations .................... 1,871 (1,075) (5) 5,778 (987) 5,582
----------- ----------- ----------- ----------- ------- --------
Investment income (loss) ......................... -- (1,930) (1,400) 4,583 -- 1,253
----------- ----------- ----------- ----------- ------- --------
Other (income) expense
Interest expense ............................ 2,755 216 -- 3,474 2,171 8,616
Interest income ............................. (7) (49) -- (879) (86) (1,021)
Other ....................................... 135 -- -- (211) -- (76)
----------- ----------- ----------- ----------- ------- --------
Total other (income) expense ..................... 2,883 167 -- 2,384 2,085 7,519
----------- ----------- ----------- ----------- ------- --------
Income (loss) before income
taxes and minority interests ................ (1,012) (3,172) (1,405) 7,977 (3,072) (684)
Income tax provision (benefit) ................... (424) (1,270) (562) 3,258 (1,228) (226)
----------- ----------- ----------- ----------- ------- --------
Income (loss) before minority interests .......... (588) (1,902) (843) 4,719 (1,844) (458)
Minority interests ............................... -- 1,212 -- (4,166) -- (2,954)
----------- ----------- ----------- ----------- ------- --------
Net income (loss) ................................ $ (588) $ (690) $ (843) $ 553 $(1,844) $ (3,412)
=========== =========== =========== =========== ======= ========
Net income (loss) per share, basic and diluted ... $ (0.06) $ (0.06) $ (0.08) $ 0.05 $ (0.18) $ (0.33)
=========== =========== =========== =========== ======= ========
EBITDA Calculation: (1)
Net income (loss) ........................... $ (588) $ (690) $ (843) $ 553 $(1,844) $ (3,412)
Interest expense, net ....................... 2,748 25 460 138 2,085 5,456
Income tax provision (benefit) .............. (424) (461) (560) 410 (1,228) (2,263)
Depreciation and amortization ............... 4,056 294 805 470 (18) 5,607
----------- ----------- ----------- ----------- ------- --------
EBITDA ........................................... $ 5,792 $ (832) $ (138) $ 1,571 $(1,005) $ 5,388
=========== =========== =========== =========== ======= ========
</TABLE>
(1) EBITDA represents earnings before interest, income taxes, depreciation and
amortization. Amounts are calculated based on the Company's ownership
percentage of the EBITDA components. Management believes that EBITDA can be
a meaningful measure of the Company's operating performance, cash
generation and ability to service debt. However, EBITDA should not be
considered as an alternative to either: (i) net earnings (determined in
accordance with GAAP); (ii) operating cash flow (determined in accordance
with GAAP); or (iii) liquidity. There can be no assurance that the
Company's calculation of EBITDA is comparable to similarly titled items
reported by other companies.
20
<PAGE> 21
SEGMENT FINANCIAL INFORMATION
(Amounts in thousands, except share data)
The following is a summary of Crescent Operating's financial information
reported by segment for the six months ended June 30, 2000:
<TABLE>
<CAPTION>
EQUIPMENT TEMPERATURE
SALES CONTROLLED LAND
AND LEASING HOSPITALITY LOGISTICS DEVELOPMENT OTHER TOTAL
----------- ----------- ----------- ----------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Revenues ......................................... $ 74,674 $ 138,639 $ -- $ 130,635 $ -- $343,948
Operating expenses ............................... 72,327 137,549 23 118,553 1,941 330,393
----------- ----------- ----------- ----------- ------- --------
Income (loss) from operations .................... 2,347 1,090 (23) 12,082 (1,941) 13,555
----------- ----------- ----------- ----------- ------- --------
Investment income (loss) ......................... -- (404) (4,658) 11,820 -- 6,758
----------- ----------- ----------- ----------- ------- --------
Other (income) expense
Interest expense ............................ 5,133 444 -- 6,829 4,224 16,630
Interest income ............................. (20) (73) -- (1,616) (176) (1,885)
Other ....................................... 288 (4) -- (272) 3 15
----------- ----------- ----------- ----------- ------- --------
Total other (income) expense ..................... 5,401 367 -- 4,941 4,051 14,760
----------- ----------- ----------- ----------- ------- --------
Income (loss) before income
taxes and minority interests ................ (3,054) 319 (4,681) 18,961 (5,992) 5,553
Income tax provision (benefit) ................... (1,282) 127 (1,872) 6,686 (2,397) 1,262
----------- ----------- ----------- ----------- ------- --------
Income (loss) before minority interests .......... (1,772) 192 (2,809) 12,275 (3,595) 4,291
Minority interests ............................... -- 1,309 -- (10,994) -- (9,685)
----------- ----------- ----------- ----------- ------- --------
Net income (loss) ................................ $ (1,772) $ 1,501 $ (2,809) $ 1,281 $(3,595) $ (5,394)
=========== =========== =========== =========== ======= ========
Net income (loss) per share, basic and diluted ... $ (0.17) $ 0.15 $ (0.27) $ 0.12 $ (0.35) $ (0.52)
=========== =========== =========== =========== ======= ========
EBITDA Calculation: (1)
Net income (loss) ........................... $ (1,772) $ 1,501 $ (2,809) $ 1,281 $(3,595) $ (5,394)
Interest expense, net ....................... 5,113 68 570 273 4,048 10,072
Income tax provision (benefit) .............. (1,282) 1,001 (1,866) 928 (2,397) (3,616)
Depreciation and amortization ............... 7,893 579 1,656 828 (36) 10,920
----------- ----------- ----------- ----------- ------- --------
EBITDA ........................................... $ 9,952 $ 3,149 $ (2,449) $ 3,310 $(1,980) $ 11,982
=========== =========== =========== =========== ======= ========
</TABLE>
(1) EBITDA represents earnings before interest, income taxes, depreciation and
amortization. Amounts are calculated based on the Company's ownership
percentage of the EBITDA components. Management believes that EBITDA can be
a meaningful measure of the Company's operating performance, cash
generation and ability to service debt. However, EBITDA should not be
considered as an alternative to either: (i) net earnings (determined in
accordance with GAAP); (ii) operating cash flow (determined in accordance
with GAAP); or (iii) liquidity. There can be no assurance that the
Company's calculation of EBITDA is comparable to similarly titled items
reported by other companies.
21
<PAGE> 22
RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000, COMPARED
TO THE THREE AND SIX MONTHS ENDED JUNE 30, 1999
REVENUES
Total revenue increased $3.0 million, or 1.7%, to $176.4 million for the three
months ended June 30, 2000, compared with $173.4 million for the three months
ended June 30, 1999. Total revenue increased $33.8 million, or 10.9%, to $343.9
million for the six months ended June 30, 2000, compared with $310.1 million for
the six months ended June 30, 1999. The increase in total revenue is
attributable to the factors discussed in the following paragraphs.
Equipment Sales and Leasing Segment
Equipment sales and leasing revenue decreased $1.1 million, or 2.8%, to $38.4
million for the three months ended June 30, 2000, compared with $39.5 million
for the three months ended June 30, 1999. Equipment sales and leasing revenue
increased $8.0 million, or 12.0%, to $74.7 million for the six months ended June
30, 2000, compared with $66.7 million for the six months ended June 30, 1999.
Significant components of the three month decrease and six month increase were:
o a decrease in revenues for the three months ended June 30, 2000 due to an
equipment auction and unusually high used equipment sales during the same
period in the prior year which resulted in substantial, non-recurring
revenues; and
o an increase in revenues for the six months ended June 30, 2000 due to the
Company's acquisitions of E. L. Lester and Company ("Lester") in Houston,
Texas and Solveson Crane Rental ("Solveson") in Tracy, California during
the second quarter of 1999 and the opening of the new location in Fort
Worth, Texas on August 1, 1999 resulting in incremental revenue during the
three and six months ended June 30, 2000.
Hospitality Segment
Hospitality revenue increased $10.9 million, or 19.6%, to $66.4 million for the
three months ended June 30, 2000, compared with $55.5 million for the three
months ended June 30, 1999. Revenues increased $20.1 million, or 17.0%, to
$138.6 million for the six months ended June 30, 2000, compared with $118.5
million for the six months ended June 30, 1999. Significant components of the
overall increase were:
o revenue derived from the operations of the Renaissance Hotel in the amount
of $2.9 and $6.6 million for the three and six months, respectively, which
was not leased by the Company until June 19, 1999;
o increased revenues at Sonoma Mission Inn and Spa in the amount of $3.1 and
$4.4 million for the three and six months, respectively, which can be
attributed to the 30 additional guest rooms completed in April 2000 as well
as increased rates in the current year as compared to discounted rates used
in the prior year during the construction period; and
o increased average daily rates at certain of the other Hospitality
Properties resulted in higher revenues during 2000 as compared to the
corresponding period in 1999.
Land Development Segment
Land development revenue, which represents revenue from Desert Mountain
Development and COPI Colorado prior to the elimination of the minority
interests, decreased $6.9 million, or 8.8%, to $71.5 million for the three
months ended June 30, 2000, compared with $78.4 million for the three months
ended June 30, 1999. Revenues increased $5.7 million, or 4.6%, to $130.6 million
for the six months ended June 30, 2000, compared with $124.9 million for the six
months ended June 30, 1999. Significant components of the three month decrease
and six month increase were:
22
<PAGE> 23
o a $7.5 and $2.6 million decrease in revenue from Desert Mountain
Development for the three and six months, respectively, due primarily to
fewer homes being sold during the three and six months ended June 30, 2000
as compared to the same periods in 1999; partially offset by
o a $0.7 and $8.3 million increase in revenue from COPI Colorado during the
three and six months ended June 30, 2000, respectively, as compared to the
same periods in 1999, primarily due to CDMC's consolidation of certain
investments which previously had been accounted for using the equity
method.
OPERATING EXPENSES
Total operating expenses increased $6.2 million, or 3.8%, to $170.8 million for
the three months ended June 30, 2000, compared with $164.6 million for the three
months ended June 30, 1999. Total operating expenses increased $33.3 million, or
11.2%, to $330.4 million for the six months ended June 30, 2000, compared with
$297.1 million for the six months ended June 30, 1999. The increase in total
operating expenses is attributable to the factors discussed in the following
paragraphs.
Equipment Sales and Leasing Segment
Equipment sales and leasing expenses decreased $0.3 million, or 0.8%, to $36.6
million for the three months ended June 30, 2000, compared with $36.9 million
for the three months ended June 30, 1999. Equipment sales and leasing expense
increased $8.7 million or 13.7% to $72.3 million for the six months ended June
30, 2000, compared with $63.6 million for the six months ended June 30, 1999.
Significant components of the three month decrease and six months increase were:
o an increase in expenses for the six months ended June 30, 2000 due to the
Company's acquisitions of Lester and Solveson during the second quarter of
1999 and the opening of the new location in Fort Worth, Texas on August 1,
1999 resulting in incremental operating expenses during the three and six
months ended June 30, 2000; and
o a decrease in expenses during the three months ended June 30, 2000,
consistent with the decrease in equipment sales and leasing revenue that
are not attributable to acquisitions.
Hospitality Segment
Hospitality expenses increased $11.5 million, or 20.5%, to $67.5 million for the
three months ended June 30, 2000, compared with $56.0 million for the three
months ended June 30, 1999. Expenses increased $21.0 million or 18.0% to $137.5
million for the six months ended June 30, 2000, compared with $116.5 million for
the six months ended June 30, 1999. Significant components of the overall
increase were:
o rent and expenses associated with the Renaissance Hotel in the amount of
$3.5 million and $7.3 million for the three and six months, respectively,
which was not leased by the Company until June 19, 1999;
o additional rent in the amount of $1.2 million and $2.3 million for the
three and six months ended June 30, 2000, resulting from increased revenue
generated by the Hospitality Properties as well as additional rent in the
amount of $0.8 million and $1.6 million for the three and six months ended
June 30, 2000 due to increased base rent as a result of capital
expenditures made at certain of the hotels.
Land Development Segment
Land development expenses, which primarily represent operating costs incurred by
Desert Mountain Development and COPI Colorado prior to the elimination of the
minority interests, decreased $5.3 million, or 7.5%, to $65.8 million for the
three months ended June 30, 2000, compared with $71.1 million for the three
months ended June 30, 1999. Expenses increased $2.6 million or 2.2% to $118.6
million for the six months ended June 30, 2000, compared with $116.0 million for
the six months ended June 30, 1999. Significant components of the three month
decrease and six month increase were:
23
<PAGE> 24
o a $6.9 and $4.1 million decrease in expenses incurred by Desert Mountain
Development for the three and six months, respectively, is due primarily to
lower costs associated with decreased home sales during the three and six
months ended June 30, 2000 as compared to the same period in 1999;
partially offset by
o a $1.5 and $6.4 million increase in expenses incurred by COPI Colorado
during the three and six months ended June 30, 2000 as compared to the same
period in 1999, primarily due to CDMC's consolidation of certain
investments which previously had been accounted for using the equity
method.
Corporate General and Administrative Expenses
Corporate general and administrative expenses totaled $1.0 and $2.0 million for
the three and six months ended June 30, 2000, respectively, as compared to $0.6
and $1.0 million for the three and six months ended June 30, 1999, respectively.
These expenses consisted of general corporate overhead costs, such as legal and
accounting costs, insurance costs and corporate salaries. The increases compared
to the same periods in 1999 are primarily attributable to (i) costs of
approximately $0.2 million for each of the three and six months ended June 30,
2000 incurred in connection with proceedings in bankruptcy court and litigation
outside of bankruptcy court as a result of the Company's ownership interest in
CBHS, (ii) professional fees of approximately $0.1 million for each of the three
and six months ended June 30, 2000 resulting from analyses of the REIT
Modernization Act and the Company's exploration of alternatives with Crescent
Equities regarding a potential future transaction with respect to certain of the
Company's assets and (iii) transaction costs of approximately $0.2 and $0.5
million for the three and six months ended June 30, 2000 incurred by the Company
in conjunction with the negotiation, execution and termination of the asset
purchase agreement with CBHS. The Company expects to incur additional litigation
expenses in the future in defending against claims made as a result of the
Company's ownership interest in CBHS. Although management cannot quantify these
future expenses due to the unpredictable nature of litigation, management
believes at this time that such expenses are not likely, in the aggregate, to
become material to the Company as a whole. See Part II - Other Information -
Legal Proceedings.
INVESTMENT INCOME
Investment income decreased $2.5 million or 65.8%, to $1.3 million for the three
months ended June 30, 2000, compared with $3.8 million for the three months
ended June 30, 1999. Significant components of the overall decrease were:
o an increase of $1.6 million in equity in loss of AmeriCold Logistics,
which was acquired in March 1999;
o equity in loss of CRL in the amount of $2.0 million; partially offset by
o equity in income of Transportal in the amount of $1.2 million as a result
of the restructuring of its investment.
For the six months ended June 30, 2000, investment income decreased $7.0
million, or 50.7%, to $6.8 million, compared with $13.8 million for the six
months ended June 30, 1999. Significant components of the overall decrease were:
o a decrease in equity in income of CDMC Projects in the amount of $1.9
million due to CDMC's consolidation of certain of these investments which
previously had been accounted for using the equity method;
o an increase of $4.0 million in equity in loss of AmeriCold Logistics, which
was acquired in March 1999;
o equity in loss of CRL in the amount of $2.0 million; partially offset by
o equity in income of Transportal in the amount of $0.4 million as a result
of the restructuring of its investment.
OTHER (INCOME) EXPENSE
Other (income) expense increased $1.2 million, or 19.1%, to $7.5 million for the
three months ended June 30, 2000, compared with $6.3 million for the three
months ended June 30, 1999. For the six months ended June 30, 2000,
24
<PAGE> 25
other (income) expense increased $3.2 million, or 27.6%, to $14.8 million,
compared with $11.6 million for the six months ended June 30, 1999. The increase
is primarily attributable to an increase in interest expense in the amount of
$1.6 and $3.4 million for the three and six months ended June 30, 2000,
respectively, resulting from an increase in overall interest rates and in
outstanding indebtedness in connection with acquisitions and growth, partially
offset by a decrease in indebtedness at Desert Mountain Development.
MINORITY INTERESTS
Minority interests decreased $2.2 million, or 42.3%, to $3.0 million for the
three months ended June 30, 2000, compared to $5.2 million for the three months
ended June 30, 1999. Minority interests decreased $0.7 million, or 6.7%, to $9.7
million for the six months ended June 30, 2000, compared to $10.4 million for
the six months ended June 30, 1999. Minority interests consist of the non-voting
interests in the Land Development segment and in CRL Investments.
INCOME TAX PROVISION (BENEFIT)
Income tax benefit of $0.2 million for the three months ended June 30, 2000
represents a change of $1.2 million from the three months ended June 30, 1999.
Income tax benefit consisted of a $1.3 million tax benefit for the Hospitality
segment, a $1.2 million tax benefit at the corporate level, a $0.6 million tax
benefit for the Temperature Controlled Logistics segment and a $0.4 tax benefit
for the Equipment Sales and Leasing segment, partially offset by a $3.3 million
tax provision for the Land Development segment.
Income tax provision of $1.3 million for the six months ended June 30, 2000 is
consistent with the provision for the same period in the prior year. Income tax
provision consisted primarily of a $6.7 million tax provision for the Land
Development segment, partially offset by a $2.4 million tax benefit at the
corporate level, a $1.9 million tax benefit for the Temperature Controlled
Logistics segment and a $1.3 million tax benefit for the Equipment Sales and
Leasing segment.
The Company generally provides for taxes using a 40% effective rate on the
Company's share of income or loss. Management continues to evaluate the
realizability of the deferred tax assets quarterly by assessing the need for a
valuation allowance. Inability of the Company to execute business plans for
certain of the company's segments could affect the ultimate realization of the
deferred tax assets.
LIQUIDITY AND CAPITAL RESOURCES
Recognizing that cash flow from its assets would not be likely to provide the
Company with adequate capital to meet its requirements during 2000, the Company
extended certain payment obligations during the first quarter of 2000 by
reaching agreements with Crescent Equities to defer, until 2001, payments on
certain of Crescent Operating's obligations to Crescent Equities otherwise
scheduled to be made in 2000. With these agreements, the Company believes that
it will be able to meet its capital requirements during 2000 from the recurring
cash flow of its assets. The Company believes that alternatives for funding its
long-term capital requirements include one or more restructuring transactions,
including, but not limited to, the sale of certain assets and public or private
issuances of equity. There can be no assurances, however, that any such
transaction will occur, or, if it does, that the proceeds from the transaction
would be sufficient to meet the Company's long-term capital requirements.
For a listing of the Company's primary debt financing arrangements, see Note 5
to the Financial Statements included in Part I.
CASH FLOWS
Cash and cash equivalents include amounts from all consolidated subsidiaries,
including subsidiaries not wholly-owned. Changes, therefore, do not necessarily
represent increases or decreases in cash directly available to the Company.
25
<PAGE> 26
Cash and cash equivalents were $45.5 million and $39.0 million at June 30, 2000
and December 31, 1999, respectively. The 16.7% increase is attributable to $16.5
million of cash provided by operating activities, offset by $6.6 and $3.4
million of cash used in investing and financing activities, respectively.
OPERATING ACTIVITIES
The Company's inflow of cash provided by operating activities of $16.5 million
was primarily attributable to inflows from:
o increase in deferred revenue of $44.5 million;
o non-cash depreciation and amortization of $18.2 million;
o increase in accounts payable to CEI of $11.4 million; and
o minority interests of $9.7 million.
The inflow of cash provided by operating activities was partially offset by
outflows from:
o net loss of $5.4 million;
o an increase in real estate of $20.2 million;
o decreases in accounts payable and accrued expenses of $16.9 million; and
o increase in prepaid expenses and current assets of $7.7 million.
INVESTING ACTIVITIES
The Company's outflow of cash used in investing activities of $6.6 million was
primarily attributable to outflows from:
o purchases of property and equipment of $31.7 million.
The outflow of cash used in investing activities was partially offset by inflows
from:
o proceeds from the sale of property and equipment of $16.0 million; and
o net proceeds from sale and collection of notes receivable of $6.5 million.
FINANCING ACTIVITIES
The Company's outflow of cash used in financing activities of $3.4 million was
primarily attributable to outflows from:
o payments of long-term debt of $111.3 million; and
o distributions to minority interests of $29.4 million.
The outflow of cash used in financing activities was partially offset by inflows
from:
o proceeds of long-term debt of $122.5 million; and
o capital contributions attributable to minority interests of $18.8 million.
26
<PAGE> 27
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Since December 31, 1999, there have been no material changes to the information
regarding market risk that was provided in the Company's Form 10-K for the year
ended December 31, 1999.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
CBHS became the subject of Chapter 11 bankruptcy proceedings by filing a
voluntary petition on February 16, 2000, in United States Bankruptcy Court for
the District of Delaware. Although CBHS is not a subsidiary of Crescent
Operating, Crescent Operating does own a majority (90%) economic interest in
CBHS. Crescent Operating's claims against the estate of CBHS include (i) its
interests as a direct and indirect equity holder of CBHS and (ii) its claim for
indemnification or contribution against third party lawsuits and claims where
Crescent Operating is a named defendant with CBHS, such as lawsuits based upon
alleged Worker Adjustment and Retraining Notification ("WARN") Act violations
purported to have been committed by CBHS and/or its subsidiaries in closing
behavioral health care facilities in 1999 and 2000. Prior to the May 1, 2000 bar
date (which is expected to be reset to November 1, 2000, due in part, to
objections made by terminated CBHS employees that the May 1 bar date did not
allow adequate time for them to file claims, including claims based on alleged
violations of the WARN Act), Crescent Operating filed proofs of claim against
CBHS with regard to these claims.
Another claimant in the CBHS bankruptcy is expected to be Crescent Partnership
(either individually, or together with its parent, Crescent Equities), which is
the owner of certain facilities leased to and operated by CBHS and its
subsidiaries and is also the secured lender of $10 million to CBHS. CBHS had an
arrearage on its lease payments owed to Crescent Partnership accrued prior to
the commencement of bankruptcy and accrued rent for facilities after the
commencement of bankruptcy. While the claims of Crescent Partnership against
CBHS are not necessarily adverse to the interests of Crescent Operating, the
interests of Crescent Partnership are separate, distinguishable and at least
nominally in conflict with the competing interests and claims of all other
interested parties in the bankruptcy, including Crescent Operating. To the
Company's knowledge, none of the directors, officers or security holders of
Crescent Operating has, in his or its individual capacity, an interest adverse
to Crescent Operating in connection with the CBHS bankruptcy; however, in their
capacities as directors, officers and/or security holders of Crescent
Partnership or Crescent Equities, certain persons may be deemed to hold
interests adverse to the Company's interest in connection with the CBHS
bankruptcy.
Through the second quarter, four lawsuits, all seeking class action
certification, had been filed against CBHS and its subsidiaries outside of the
bankruptcy proceeding alleging violations of the WARN Act in the closing of
certain healthcare facilities; three of those lawsuits also named Crescent
Operating as a defendant. Under the automatic stay provisions of federal
bankruptcy law, lawsuits against CBHS or its subsidiaries would be stayed unless
otherwise directed by the bankruptcy court, but the lawsuits against other
defendants, including Crescent Operating, would not be stayed automatically;
however, the Company anticipated that those suits might be stayed because CBHS
and its subsidiaries would be indispensable parties. On June 22, 2000, the
plaintiffs in one of those suits voluntarily dismissed without prejudice
Crescent Operating from that suit; based on discussions with the attorneys for
the plaintiffs in the other two suits, the Company expects to be likewise
dismissed without prejudice from those suits in the near future. A similar WARN
adversary proceeding, also seeking class certification, was filed in June in the
CBHS bankruptcy proceeding but in late July the plaintiffs filed a stipulation
for dismissal of their complaint against Crescent Operating. (In a separate
action in bankruptcy court, a motion has been filed on behalf of a putative
class of CBHS terminated employees in Texas, requesting permission for WARN
claims to be made before the bankruptcy court.) In connection with the
dismissals and anticipated dismissals in the three non-bankruptcy court lawsuits
and the one bankruptcy court adversary proceeding discussed above, on July 24,
2000, the principal plaintiffs in those four actions filed suit against the
Company, Crescent Partnership and Crescent Equities in the U.S. District Court
for the District of Delaware. The plaintiffs did not include CBHS or its
subsidiaries as defendants in that suit. The Company has not yet filed an answer
or otherwise contested this lawsuit, although it intends to contest this matter
vigorously. According to allegations made by plaintiffs in connection with the
various lawsuits, the size of the potential plaintiff class may exceed 5,000
former employees. Other similar lawsuits may be filed due to the closing of
other facilities, although the Company believes it more likely than not that all
suits eventually will be consolidated before a single court. The lawsuits seek,
among other relief, back pay and employee benefits for the 60-day maximum period
allowed by the WARN Act. With respect to the pending suits and possible future
claims against Crescent Operating based on the closure by CBHS or its
subsidiaries of facilities in 1999 and 2000, the Company believes that such
actions are without basis under the WARN Act and should be dismissed; however,
no assurance can be given that Crescent Operating will prevail.
27
<PAGE> 28
ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of shareholders was held on June 12, 2000.
(b) Proxies for the meeting were solicited pursuant to Section 14(a) of the
Securities and Exchange Act of 1934, as amended, and the regulations
promulgated thereunder. There was no solicitation in opposition to
management's solicitation. All of management's nominees for director
were elected.
(c) Two proposals were submitted to a vote of shareholders as follows:
(1) The shareholders approved the election of the following
persons as directors of the Company:
<TABLE>
<CAPTION>
Name For Withheld Authority
--------------------------- ------------------------- --------------------------
<S> <C> <C>
Richard E. Rainwater 9,665,997 157,378
Jeffrey L. Stevens 9,593,008 230,367
Anthony M. Frank 9,619,271 204,104
</TABLE>
(2) The shareholders approved, with 9,736,453 affirmative votes,
77,536 negative votes and 9,386 abstentions, the proposal to
approve the appointment of Ernst & Young LLP as the
independent auditors for the Company for the year ending
December 31, 2000.
ITEM 5. OTHER INFORMATION
Effective April 27, 2000, the Company's shares began trading on the OTC Bulletin
Board. The shares, which previously had been traded on The Nasdaq National
Market and had been moved to The Nasdaq SmallCap Market effective April 6, 2000
but did not meet the standards for continued listing in these markets, retained
the same trading symbol, COPI.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Description
3.1 First Amended and Restated Certificate of Incorporation
(filed as Exhibit 3.3 to the Company's registration
statement on Form S-1 dated July 12, 1997 ("Form S-1")
and incorporated by reference herein)
3.2 First Amended and Restated Bylaws (filed as Exhibit 3.4
to Form S-1 and incorporated by reference herein)
3.3 Amendment of Article V of First Amended and Restated
Bylaws (filed as Exhibit 3.3 to the Company's June 30,
1998 Form 10-Q ("June 30, 1998 Form 10-Q") and
incorporated by reference herein)
3.4 Repeal of Amendment of Article V of First Amended and
Restated Bylaws (filed as Exhibit 3.4 to the Company's
September 30, 1998 Form 10-Q ("September 30, 1998 Form
10-Q") and incorporated by reference herein)
4.1 Specimen stock certificate (filed as Exhibit 4.1 to Form
S-1 and incorporated by reference herein)
4.2 Preferred Share Purchase Rights Plan (filed as Exhibit
4.2 to Form S-1 and incorporated by reference herein)
4.3 First Amendment to Preferred Share Purchase Rights
Agreement dated as of September 25, 1998, between
Crescent Operating, Inc. and Bank Boston, N.A., as
Rights Agent (filed as Exhibit 4.3 to September 30, 1998
Form 10-Q and incorporated by reference herein)
4.4 Second Amendment to Preferred Share Purchase Rights
Agreement dated as of March 4, 1999, between Crescent
Operating, Inc. and Bank Boston, N.A., as Rights Agent
(filed as Exhibit 4.4 to March 31, 1999 Form 10-Q
("March 31, 1999 Form 10-Q") and incorporated by
reference herein)
10.1 Amended Stock Incentive Plan (filed as Exhibit 10.1 to
Form S-1 and incorporated by reference herein)
28
<PAGE> 29
10.2 Intercompany Agreement between Crescent Operating, Inc.
and Crescent Real Estate Equities Limited Partnership
(filed as Exhibit 10.2 to the Company's Quarterly Report
on Form 10-Q for the Quarter Ended June 30, 1997 ("June
30, 1997 Form 10-Q") and incorporated by reference
herein)
10.3 Amended and Restated Operating Agreement of Charter
Behavioral Health Systems, LLC (filed as Exhibit 10.3 to
June 30, 1997 Form 10-Q and incorporated by reference
herein)
10.5 Amended and Restated Credit and Security Agreement,
dated as of May 30, 1997, between Crescent Real Estate
Equities Limited Partnership and Crescent Operating,
Inc., together with related Note (filed as Exhibit 10.5
to the Company's September 30, 1997 Form 10-Q
("September 30, 1997 Form 10-Q") and incorporated by
reference herein)
10.6 Line of Credit and Security Agreement, dated as of May
21, 1997, between Crescent Real Estate Equities Limited
Partnership and Crescent Operating, Inc., together with
related Line of Credit Note (filed as Exhibit 10.6 to
September 30, 1997 Form 10-Q and incorporated by
reference herein)
10.7 Acquisition Agreement, dated as of February 10, 1997,
between Crescent Real Estate Equities Limited
Partnership and Carter-Crowley Properties, Inc. (filed
as Exhibit 10.7 to Form S-1 and incorporated by
reference herein)
10.10 Security Agreement dated September 22, 1997 between COI
Hotel Group, Inc., as debtor, and Crescent Real Estate
Equities Limited Partnership, as lender, together with
related $1 million promissory note (filed as Exhibit
10.10 to September 30, 1997 Form 10-Q and incorporated
by reference herein)
10.11 Security Agreement dated September 22, 1997 between COI
Hotel Group, Inc., as debtor, and Crescent Real Estate
Equities Limited Partnership, as lender, together with
related $800,000 promissory note (filed as Exhibit 10.11
to September 30, 1997 Form 10-Q and incorporated by
reference herein)
10.12 Amended and Restated Asset Management dated August 31,
1997, to be effective July 31, 1997, between Wine
Country Hotel, LLC and The Varma Group, Inc. (filed as
Exhibit 10.12 to September 30, 1997 Form 10-Q and
incorporated by reference herein)
10.13 Amended and Restated Asset Management Agreement dated
August 31, 1997, to be effective July 31, 1997, between
RoseStar Southwest, LLC and The Varma Group, Inc. (filed
as Exhibit 10.13 to September 30, 1997 Form 10-Q and
incorporated by reference herein)
10.14 Amended and Restated Asset Management Agreement dated
August 31, 1997, to be effective July 31, 1997, between
RoseStar Management LLC and The Varma Group, Inc. (filed
as Exhibit 10.14 to September 30, 1997 Form 10-Q and
incorporated by reference herein)
10.15 Agreement for Financial Services dated July 1, 1997,
between Crescent Real Estate Equities Company and
Petroleum Financial, Inc. (filed as Exhibit 10.15 to
September 30, 1997 Form 10-Q and incorporated by
reference herein)
10.16 Credit Agreement dated August 27, 1997, between Crescent
Operating, Inc. and NationsBank of Texas, N.A. together
with related $15.0 million promissory note (filed as
Exhibit 10.16 to September 30, 1997 Form 10-Q and
incorporated by reference herein)
29
<PAGE> 30
10.17 Support Agreement dated August 27, 1997, between Richard
E. Rainwater, John Goff and Gerald Haddock in favor of
Crescent Real Estate Equities Company and NationsBank of
Texas, N.A. (filed as Exhibit 10.17 to September 30,
1997 Form 10-Q and incorporated by reference herein)
10.18 1997 Crescent Operating, Inc. Management Stock Incentive
Plan (filed as Exhibit 10.18 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997
("December 31, 1997 Form 10-K") and incorporated by
reference herein)
10.19 Memorandum of Agreement executed November 16, 1997,
among Charter Behavioral Health Systems, LLC, Charter
Behavioral Health Systems, Inc. and Crescent Operating,
Inc. (filed as Exhibit 10.19 to December 31, 1997 Form
10-K and incorporated by reference herein)
10.20 Purchase Agreement dated August 31, 1997, by and among
Crescent Operating, Inc., RoseStar Management LLC,
Gerald W. Haddock, John C. Goff and Sanjay Varma (filed
as Exhibit 10.20 to December 31, 1997 Form 10-K and
incorporated by reference herein)
10.21 Stock Purchase Agreement dated August 31, 1997, by and
among Crescent Operating, Inc., Gerald W. Haddock, John
C. Goff and Sanjay Varma (filed as Exhibit 10.21 to
December 31, 1997 Form 10-K and incorporated by
reference herein)
10.22 Amended and Restated Lease Agreement, dated June 30,
1995 between Crescent Real Estate Equities Limited
Partnership and RoseStar Management LLC, relating to the
Denver Marriott City Center (filed as Exhibit 10.17 to
the Annual Report on Form 10-K of Crescent Real Estate
Equities Company for the Fiscal Year Ended December 31,
1995 (the "1995 CEI 10-K") and incorporated by reference
herein)
10.23 Lease Agreement, dated December 19, 1995 between
Crescent Real Estate Equities Limited Partnership and
RoseStar Management LLC, relating to the Hyatt Regency
Albuquerque (filed as Exhibit 10.16 to the 1995 CEI 10-K
and incorporated by reference herein)
10.24 Form of Amended and Restated Lease Agreement, dated
January 1, 1996, among Crescent Real Estate Equities
Limited Partnership, Mogul Management, LLC and RoseStar
Management LLC, relating to the Hyatt Regency Beaver
Creek (filed as Exhibit 10.12 to the 1995 CEI 10-K and
incorporated by reference herein)
10.25 Lease Agreement, dated July 26, 1996, between Canyon
Ranch, Inc. and Canyon Ranch Leasing, L.L.C., assigned
by Canyon Ranch, Inc. to Crescent Real Estate Equities
Limited Partnership pursuant to the Assignment and
Assumption Agreement of Master Lease, dated July 26,
1996 (filed as Exhibit 10.24 to the Quarterly Report on
Form 10-Q/A of Crescent Real Estate Equities Company for
the Quarter Ended June 30, 1997 (the "1997 CEI 10-Q")
and incorporated by reference herein)
10.26 Lease Agreement, dated November 18, 1996 between
Crescent Real Estate Equities Limited Partnership and
Wine Country Hotel, LLC (filed as Exhibit 10.25 to the
Annual Report on Form 10-K of Crescent Real Estate
Equities Company for the Fiscal Year Ended December 31,
1996 and incorporated by reference herein)
10.27 Lease Agreement, dated December 11, 1996, between Canyon
Ranch-Bellefontaine Associates, L.P. and Vintage
Resorts, L.L.C., as assigned by Canyon
Ranch-Bellefontaine Associates, L.P. to Crescent Real
Estate Funding VI, L.P. pursuant to the Assignment and
Assumption Agreement of Master Lease, dated December 11,
1996 (filed as Exhibit 10.26 to the 1997 CEI 10-Q and
incorporated by reference herein)
30
<PAGE> 31
10.28 Master Lease Agreement, dated June 16, 1997, between
Crescent Real Estate Funding VII, L.P. and Charter
Behavioral Health Systems, LLC and its subsidiaries,
relating to the Facilities (filed as Exhibit 10.27 to
the 1997 CEI 10-Q and incorporated by reference herein)
10.29 Form of Indemnification Agreement (filed as Exhibit
10.29 to December 31, 1997 Form 10-K and incorporated by
reference herein)
10.30 Purchase Agreement, dated as of September 29, 1997,
between Crescent Operating, Inc. and Crescent Real
Estate Equities Limited Partnership, relating to the
purchase of Desert Mountain Development Corporation
(filed as Exhibit 10.30 to December 31, 1997 Form 10-K
and incorporated by reference herein)
10.31 Lease Agreement dated December 19, 1997, between
Crescent Real Estate Equities Limited Partnership, as
Lessor, and Wine Country Hotel, as Lessee, for lease of
Ventana Inn (filed as Exhibit 10.31 to the Company's
March 31, 1998 Form 10-Q ("March 31, 1998 Form 10-Q")
and incorporated by reference herein)
10.32 Lease Agreement dated September 22, 1997, between
Crescent Real Estate Equities Limited Partnership, as
Lessor, and COI Hotel Group, Inc., as lessee, for lease
of Four Seasons Hotel, Houston (filed as Exhibit 10.32
to March 31, 1998 Form 10-Q and incorporated by
reference herein)
10.33 Asset Purchase Agreement dated December 19, 1997, among
Crescent Operating, Inc., Preco Machinery Sales, Inc.,
and certain individual Preco shareholders (filed as
Exhibit 10.33 to March 31, 1998 Form 10-Q and
incorporated by reference herein)
10.34 Asset Purchase Agreement dated April 30, 1998, among
Crescent Operating, Inc., Central Texas Equipment
Company, and certain individual Central Texas
shareholders (filed as Exhibit 10.34 to March 31, 1998
Form 10-Q and incorporated by reference herein)
10.35 Credit Agreement dated August 29, 1997 between Crescent
Real Estate Equities Limited Partnership, as lender, and
Desert Mountain Properties Limited Partnership, as
borrower, together with related Senior Note, Junior Note
and deed of trust (filed as Exhibit 10.35 to March 31,
1998 Form 10-Q and incorporated by reference herein)
10.36 Buy-Out Agreement dated April 24, 1998, between Crescent
Operating, Inc. and Crescent Real Estate Equities
Limited Partnership (filed as Exhibit 10.36 to March 31,
1998 Form 10-Q and incorporated by reference herein)
10.37 Stock Acquisition Agreement and Plan of Merger dated
June 4, 1998, among Machinery, Inc., Oklahoma Machinery,
Inc., Crescent Machinery Company, Crescent Operating,
Inc. and certain individual Machinery shareholders
(filed as Exhibit 10.37 to June 30, 1998 Form 10-Q and
incorporated by reference herein)
10.38 Master Revolving Line of Credit Loan Agreement
(Borrowing Base and Warehouse) dated May 14, 1998,
between Desert Mountain Properties Limited Partnership
and National Bank of Arizona (filed as Exhibit 10.38 to
June 30, 1998 Form 10-Q and incorporated by reference
herein)
10.39 1997 Management Stock Incentive Plan (filed as Exhibit
10.39 to June 30, 1998 Form 10-Q and incorporated by
reference herein)
10.40 Credit and Security Agreement, dated as of September 21,
1998, between Crescent Real Estate Equities Limited
Partnership and Crescent Operating, Inc., together with
related Note (filed as Exhibit 10.40 to September 30,
1998 Form 10-Q and incorporated by reference herein)
31
<PAGE> 32
10.41 First Amendment to Amended and Restated Pledge
Agreement, dated as of September 21, 1998, between
Crescent Real Estate Equities Limited Partnership and
Crescent Operating, Inc. (filed as Exhibit 10.41 to
September 30, 1998 Form 10-Q and incorporated by
reference herein)
10.42 First Amendment to Line of Credit and Security
Agreement, dated as of August 11, 1998, between Crescent
Real Estate Equities Limited Partnership and Crescent
Operating, Inc., together with related Note (filed as
Exhibit 10.42 to September 30, 1998 Form 10-Q and
incorporated by reference herein)
10.43 First Amendment to Amended and Restated Credit and
Security Agreement, dated as of August 11, 1998, between
Crescent Real Estate Equities Limited Partnership and
Crescent Operating, Inc. (filed as Exhibit 10.43 to
September 30, 1998 Form 10-Q and incorporated by
reference herein)
10.44 Second Amendment to Amended and Restated Credit and
Security Agreement, dated as of September 21, 1998,
between Crescent Real Estate Equities Limited
Partnership and Crescent Operating, Inc. (filed as
Exhibit 10.44 to September 30, 1998 Form 10-Q and
incorporated by reference herein)
10.45 Second Amendment to Line of Credit and Security
Agreement, dated as of September 21, 1998, between
Crescent Real Estate Equities Limited Partnership and
Crescent Operating, Inc. (filed as Exhibit 10.45 to
September 30, 1998 Form 10-Q and incorporated by
reference herein)
10.46 Agreement of Limited Partnership of COPI Colorado, L.P.
(filed as Exhibit 10.1 to that Schedule 13D Statement
dated September 28, 1998, filed by COPI Colorado, L.P.,
Crescent Operating, Inc., Gerald W. Haddock, John C.
Goff and Harry H. Frampton, III, and incorporated by
reference herein)
10.47 Contribution Agreement effective as of September 11,
1998, by and among Crescent Operating, Inc., Gerald W.
Haddock, John C. Goff and Harry H. Frampton, III (filed
as Exhibit 10.2 to that Schedule 13D Statement dated
September 28, 1998, filed by COPI Colorado, L.P.,
Crescent Operating, Inc., Gerald W. Haddock, John C.
Goff and Harry H. Frampton, III, and incorporated by
reference herein)
10.48 Agreement Regarding Schedules and Other Matters made as
of September 11, 1998, by and among Crescent Operating,
Inc., Gerald W. Haddock, John C. Goff and Harry H.
Frampton, III (filed as Exhibit 10.3 to that Schedule
13D Statement dated September 28, 1998, filed by COPI
Colorado, L.P., Crescent Operating Inc., Gerald W.
Haddock, John C. Goff and Harry H. Frampton, III, and
incorporated by reference herein)
10.49 Stock Purchase Agreement dated as of August 7, 1998 by
and among Western Traction Company, The Carlston Family
Trust, Ronald D. Carlston and Crescent Operating, Inc.
(filed as Exhibit 10.49 to September 30, 1998 Form 10-Q
and incorporated by reference herein)
10.50 Stock Purchase Agreement dated as of July 31, 1998 by
and among Harvey Equipment Center, Inc., L and H Leasing
Company, William J. Harvey, Roy E. Harvey, Jr., Betty J.
Harvey and Crescent Operating, Inc. (filed as Exhibit
10.50 to September 30, 1998 Form 10-Q and incorporated
by reference herein)
10.51 Credit Agreement dated as of July 28, 1998, between
Crescent Real Estate Equities Limited Partnership and
CRL Investments, Inc., together with the related Note
(filed as Exhibit 10.51 to September 30, 1998 Form 10-Q
and incorporated by reference herein)
10.52 Security Agreement dated as of July 28, 1998, between
Crescent Real Estate Equities Limited Partnership and
CRL Investments, Inc. (filed as Exhibit 10.52 to
September 30, 1998 Form 10-Q and incorporated by
reference herein)
32
<PAGE> 33
10.53 First Amendment to Credit Agreement effective as of
August 27, 1998, among Crescent Operating, Inc.,
NationsBank, N. A., and the Support Parties identified
therein (filed as Exhibit 10.53 to September 30, 1998
Form 10-Q and incorporated by reference herein)
10.54 Lease Agreement dated as of October 13, 1998, between
Crescent Real Estate Equities Limited Partnership and
Wine Country Golf Club, Inc., relating to Sonoma Golf
Club (filed as Exhibit 10.54 to September 30, 1998 Form
10-Q and incorporated by reference herein)
10.55 First Amendment to Lease Agreement effective December
31, 1998, between Canyon Ranch Leasing, L.L.C., and
Crescent Real Estate Equities Limited Partnership,
relating to Canyon Ranch - Tucson (filed as Exhibit
10.55 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998 ("December 31, 1998
Form 10-K") and incorporated by reference herein)
10.56 First Amendment to Lease Agreement effective April 1,
1996; Second Amendment to Lease Agreement effective
November 22, 1996; Third Amendment to Lease Agreement
effective August 12, 1998; and Fourth Amendment to Lease
Agreement effective December 31, 1998 between RoseStar
Southwest, LLC, and Crescent Real Estate Funding II
L.P., relating to Hyatt Regency Albuquerque (filed as
Exhibit 10.56 to December 31, 1998 Form 10-K and
incorporated by reference herein)
10.57 First Amendment to Lease Agreement effective December
31, 1998, between Wine Country Hotel, LLC, and Crescent
Real Estate Equities Limited Partnership, relating to
Sonoma Mission Inn & Spa (filed as Exhibit 10.57 to
December 31, 1998 Form 10-K and incorporated by
reference herein)
10.58 First Amendment to Amended and Restated Lease Agreement
effective December 31, 1998, between RoseStar
Management, LLC, and Crescent Real Estate Equities
Limited Partnership, relating to Marriott City Center,
Denver (filed as Exhibit 10.58 to December 31, 1998 Form
10-K and incorporated by reference herein)
10.59 First Amendment to Lease Agreement effective December
31, 1998, between Wine Country Hotel, LLC, and Crescent
Real Estate Equities Limited Partnership, relating to
Ventana Inn (filed as Exhibit 10.59 to December 31, 1998
Form 10-K and incorporated by reference herein)
10.60 First Amendment to Amended and Restated Lease Agreement
effective April 1, 1996 and Second Amendment to Amended
and Restated Lease Agreement effective December 31,
1998, between RoseStar Southwest, LLC, and Crescent Real
Estate Funding II, L.P., relating to Hyatt Regency
Beaver Creek (filed as Exhibit 10.60 to December 31,
1998 Form 10-K and incorporated by reference herein)
10.61 First Amendment to Lease Agreement effective December
31, 1998, between COI Hotel Group, Inc. and Crescent
Real Estate Equities Limited Partnership, relating to
Four Seasons - Houston (filed as Exhibit 10.61 to
December 31, 1998 Form 10-K and incorporated by
reference herein)
10.62 First Amendment to Lease Agreement effective December
31, 1998, between Wine Country Hotel, LLC and Crescent
Real Estate Funding VI, L.P., relating to Canyon Ranch -
Lenox (filed as Exhibit 10.62 to March 31, 1999 Form
10-Q and incorporated by reference herein)
10.63 Master Guaranty effective December 31, 1998, by Crescent
Operating, Inc. for the benefit of Crescent Real Estate
Equities Limited Partnership, Crescent Real Estate
Funding II, L.P., and Crescent Real Estate Funding VI,
L.P., relating to leases for Hyatt Regency Albuquerque,
Hyatt Regency Beaver Creek, Canyon Ranch-Lenox, Sonoma
Mission Inn & Spa, Canyon Ranch - Tucson, and Marriott
City Center Denver (filed as Exhibit 10.63 to December
31, 1998 Form 10-K and incorporated by reference herein)
33
<PAGE> 34
10.64 Guaranty of Lease effective December 19, 1997, by
Crescent Operating, Inc. for the benefit of Crescent
Real Estate Equities Limited Partnership, relating to
Ventana Inn (filed as Exhibit 10.64 to December 31, 1998
Form 10-K and incorporated by reference herein)
10.65 Amended and Restated Guaranty of Lease effective
December 31, 1998, by Crescent Operating, Inc. for the
benefit of Crescent Real Estate Equities Limited
Partnership, relating to Four Seasons Hotel - Houston
(filed as Exhibit 10.65 to December 31, 1998 Form 10-K
and incorporated by reference herein)
10.66 Amended and Restated Guaranty of Lease effective
December 31, 1998, by Crescent Operating, Inc. for the
benefit of Crescent Real Estate Equities Limited
Partnership, relating to Sonoma Golf Club (filed as
Exhibit 10.66 to December 31, 1998 Form 10-K and
incorporated by reference herein)
10.67 Credit Agreement dated August 11, 1995, between Crescent
Development Management Corp., as borrower, and Crescent
Real Estate Equities Limited Partnership, as lender;
First Amendment to Credit Agreement dated as of April
15, 1997; Second Amendment to Credit Agreement dated as
of May 8, 1998; and related Note and Security Agreement
(filed as Exhibit 10.67 to December 31, 1998 Form 10-K
and incorporated by reference herein)
10.68 Credit Agreement dated January 1, 1998, between Crescent
Development Management Corp., as borrower, and Crescent
Real Estate Equities Limited Partnership, as lender, and
related Note and Security Agreement (filed as Exhibit
10.68 to December 31, 1998 Form 10-K and incorporated by
reference herein)
10.69 $3,100,000 Note dated February 29, 1996, made by
Crescent Development Management Corp. payable to
Crescent Real Estate Equities Limited Partnership (filed
as Exhibit 10.69 to December 31, 1998 Form 10-K and
incorporated by reference herein)
10.70 Credit Agreement dated January 1, 1999, between Crescent
Development Management Corp., as borrower, and Crescent
Real Estate Equities Limited Partnership, as lender, and
related Line of Credit Note and Security Agreement
(filed as Exhibit 10.70 to March 31, 1999 Form 10-Q and
incorporated by reference herein)
10.71 Amended and Restated Credit Agreement dated January 1,
1999, between Crescent Development Management Corp., as
borrower, and Crescent Real Estate Equities Limited
Partnership, as lender, and related Line of Credit Note
and Amended and Restated Security Agreement (filed as
Exhibit 10.71 to March 31, 1999 Form 10-Q and
incorporated by reference herein)
10.72 Purchase Agreement dated March 12, 1999, between
Crescent Operating, Inc. and Crescent Real Estate
Equities Limited Partnership, relating to sale of
interests in Crescent CS Holdings Corp., and Crescent CS
Holdings II Corp., and related Put Agreement of same
date (filed as Exhibit 10.72 to March 31, 1999 Form 10-Q
and incorporated by reference herein)
10.73 Second Amendment to Lease Agreement effective April 1,
1999, between Wine Country Hotel, LLC, and Crescent Real
Estate Funding VI, L.P., relating to Canyon Ranch-Lenox
(filed as Exhibit 10.73 to March 31, 1999 Form 10-Q and
incorporated by reference herein)
10.74 Master Revolving Line of Credit Loan Agreement
(Borrowing Base and Warehouse) dated May 14, 1998,
between Desert Mountain Properties Limited Partnership,
as borrower, and National Bank of Arizona, as lender;
Modification Agreement dated December 30, 1998; second
Modification Agreement dated March 31, 1999; and related
Promissory Note (Borrowing Base), Promissory Note
(Warehouse), Pledge Agreement, Deed of Trust, and
Amendment to Deed of Trust (filed as Exhibit 10.74 to
March 31, 1999 Form 10-Q and incorporated by reference
herein)
34
<PAGE> 35
10.75 Lease Agreement dated as of June 15, 1999, between
Crescent Real Estate Funding III, L.P. and COI Hotel
Group, Inc., relating to the Renaissance Houston Hotel
(filed as Exhibit 10.75 to June 30, 1999 Form 10-Q and
incorporated by reference herein)
10.76 Guaranty of Lease dated June 15, 1999, by Crescent
Operating, Inc. for the benefit of Crescent Real Estate
Funding III, L.P., relating to Renaissance Houston Hotel
(filed as Exhibit 10.76 to June 30, 1999 Form 10-Q and
incorporated by reference herein)
10.77 Asset Management Agreement dated as of January 1, 1999,
between Crescent Real Estate Equities Limited
Partnership and COI Hotel Group, Inc., relating to the
Omni Austin Hotel (filed as Exhibit 10.77 to June 30,
1999 Form 10-Q and incorporated by reference herein)
10.78 Agreement dated June 11, 1999, by and between Gerald W.
Haddock and Crescent Operating, Inc. and its
subsidiaries and affiliates (filed as Exhibit 10.78 to
June 30, 1999 Form 10-Q and incorporated by reference
herein)
10.79 Stock Purchase Agreement dated as of July 15, 1999, by
and among E. L. Lester & Company, Incorporated, E. L.
Lester, Jr., Howard T. Tellepsen II, Karen Tellepsen,
Tom Tellepsen II, Linda Lester Griffen, Crescent
Operating, Inc. and Crescent Machinery Company (filed as
Exhibit 10.79 to the Company's September 30, 1999 Form
10-Q ("September 30, 1999 Form 10-Q") and incorporated
by reference herein)
10.80 Stock Purchase Agreement dated as of July 8, 1999, by
and among Solveson Crane Rental, Inc., Solveson Family
Revocable Trust, and Crescent Machinery Company (filed
as Exhibit 10.80 to September 30, 1999 Form 10-Q and
incorporated by reference herein)
10.81 Second Amendment to Credit Agreement effective as of
August 27, 1999, among Crescent Operating, Inc., Bank of
America, N. A. (formerly NationsBank, N. A.), and the
Support Parties identified therein (filed as Exhibit
10.81 to September 30, 1999 Form 10-Q and incorporated
by reference herein)
10.82 First Amendment to 1997 Crescent Operating, Inc.
Management Stock Incentive Plan (filed as Exhibit 10.82
to the Company's Annual Report on Form 10-K for the year
ended December 31, 1999 ("December 31, 1999 Form 10-K")
and incorporated by reference herein)
10.83 Form of Sales and Service Agreement between BLAW KNOX
Construction Equipment Corporation and certain of
Crescent Machinery Company and its subsidiaries (filed
as Exhibit 10.83 to December 31, 1999 Form 10-K and
incorporated by reference herein)
10.84 Form of Heavy Equipment Distributor Agreement between
Compaction America, Inc. and certain of Crescent
Machinery Company and its subsidiaries (filed as Exhibit
10.84 to December 31, 1999 Form 10-K and incorporated by
reference herein)
10.85 Form of Gradall Equipment Distributor Agreement between
The Gradall Company and certain of Crescent Machinery
Company and its subsidiaries (filed as Exhibit 10.85 to
December 31, 1999 Form 10-K and incorporated by
reference herein)
10.86 Form of Distributor Selling Agreement between
Ingersoll-Rand Company and certain of Crescent Machinery
Company and its subsidiaries (filed as Exhibit 10.86 to
December 31, 1999 Form 10-K and incorporated by
reference herein)
10.87 Form of JCB Dealership Agreement between JCB Inc. and
certain of Crescent Machinery Company and its
subsidiaries (filed as Exhibit 10.87 to December 31,
1999 Form 10-K and incorporated by reference herein)
10.88 Form of Distributor Agreement between LBX Company, LLC,
and certain of Crescent Machinery Company and its
subsidiaries (filed as Exhibit 10.88 to December 31,
1999 Form 10-K and incorporated by reference herein)
35
<PAGE> 36
10.89 Form of Distributor Agreement between Liebherr
Construction Equipment Co. and certain of Crescent
Machinery Company and its subsidiaries (filed as Exhibit
10.89 to December 31, 1999 Form 10-K and incorporated by
reference herein)
10.90 Form of Distributor Agreement between Link-Belt
Construction Equipment Company and certain of Crescent
Machinery Company and its subsidiaries (filed as Exhibit
10.90 to December 31, 1999 Form 10-K and incorporated by
reference herein)
10.91 Form of Dealer Floor Plan Financing and Security
Agreement between General Electric Capital Corporation
and certain of Crescent Machinery Company and its
subsidiaries (filed as Exhibit 10.91 to December 31,
1999 Form 10-K and incorporated by reference herein)
10.92 Taxable REIT Subsidiary Election Agreement dated
December 17, 1999, among Crescent Real Estate Equities
Company, Crescent Real Estate Equities Limited
Partnership, Crescent Operating, Inc. and Crescent
Development Management Corp. (filed as Exhibit
10.92 to December 31, 1999 Form 10-K and incorporated by
reference herein)
10.93 Taxable REIT Subsidiary Election Agreement dated
December 17, 1999, among Crescent Real Estate Equities
Company, Crescent Real Estate Equities Limited
Partnership, Crescent Operating, Inc. and Crescent CS
Holdings II Corp. (filed as Exhibit 10.93 to December
31, 1999 Form 10-K and incorporated by reference herein)
10.94 Taxable REIT Subsidiary Election Agreement dated
December 17, 1999, among Crescent Real Estate Equities
Company, Crescent Real Estate Equities Limited
Partnership, Crescent Operating, Inc. and Crescent CS
Holdings Corp. (filed as Exhibit 10.94 to December 31,
1999 Form 10-K and incorporated by reference herein)
10.95 Taxable REIT Subsidiary Election Agreement dated
December 17, 1999, among Crescent Real Estate Equities
Company, Crescent Real Estate Equities Limited
Partnership, Crescent Operating, Inc. and Desert
Mountain Development Corp. (filed as Exhibit 10.95 to
December 31, 1999 Form 10-K and incorporated by
reference herein)
10.96 Taxable REIT Subsidiary Election Agreement dated
December 17, 1999, among Crescent Real Estate Equities
Company, Crescent Real Estate Equities Limited
Partnership, Crescent Operating, Inc. and The Woodlands
Land Company, Inc. (filed as Exhibit 10.96 to December
31, 1999 Form 10-K and incorporated by reference herein)
10.97 $19.5 Million Credit and Security Agreement effective as
of March 11, 1999, between Crescent Real Estate Equities
Limited Partnership and Crescent Operating, Inc. with
related Promissory Note (filed as Exhibit 10.97 to
December 31, 1999 Form 10-K and incorporated by
reference herein)
10.98 First Amendment to Credit and Security Agreement
effective as of March 11, 1999, between Crescent Real
Estate Equities Limited Partnership and Crescent
Operating, Inc. (filed as Exhibit 10.98 to December 31,
1999 Form 10-K and incorporated by reference herein)
10.99 Third Amendment to Amended and Restated Credit and
Security Agreement effective as of March 11, 1999,
between Crescent Real Estate Equities Limited
Partnership and Crescent Operating, Inc. (filed as
Exhibit 10.99 to December 31, 1999 Form 10-K and
incorporated by reference herein)
10.100 Third Amendment to Line of Credit Credit and Security
Agreement effective as of March 11, 1999, between
Crescent Real Estate Equities Limited Partnership and
Crescent Operating, Inc. (filed as Exhibit 10.100 to
December 31, 1999 Form 10-K and incorporated by
reference herein)
10.101 Agreements for Wholesale Financing (with Addendum)
between Deutsche Financial Services Corporation and,
respectively, Western Traction Company, Machinery Inc.,
Solveson Crane Rentals Inc., Harvey Equipment Center
Inc., and Crescent Machinery Company, with Guarantees
(filed as Exhibit 10.101 to December 31, 1999 Form 10-K
and incorporated by reference herein)
10.102 Master Security Agreements between Associates Commercial
Corporation and, respectively, Crescent Machinery
Company and Western Traction Company; Security Agreement
between Associates Commercial Corporation and Western
Traction Company; Addendum; and Continuing Guaranty by
Crescent Machinery Company (filed as Exhibit 10.102 to
December 31, 1999 Form 10-K and incorporated by
reference herein)
36
<PAGE> 37
10.103 First Amendment to Amended and Restated Credit Agreement
dated as of December 20, 1999, between Crescent Real
Estate Equities Limited Partnership and Crescent
Development Management Corp. with related Line of Credit
Note and letter amendment to related security agreement
(filed as Exhibit 10.103 to December 31, 1999 Form 10-K
and incorporated by reference herein)
10.104 $5,600,000 Promissory Note dated February 28, 2000, made
by East West Resorts, LLC payable to Crescent Real
Estate Equities Limited Partnership (filed as Exhibit
10.104 to the Company's March 31, 2000 Form 10-Q
("March 31, 2000 Form 10-Q") and incorporated by
reference herein)
10.105 Mutual Termination of Asset Management Agreement for
Omni Austin Hotel, Austin, Texas, effective January 31,
2000, between Crescent Real Estate Equities Limited
Partnership and COI Hotel Group, Inc. (filed as Exhibit
10.105 to March 31, 2000 From 10-Q and incorporated by
reference herein)
10.106 Master Asset Management and Administrative Services
Agreement dated February 1, 2000, by and among Sonoma
Management Corp. I, Crescent Operating, Inc. and each of
its subsidiaries identified therein (filed as Exhibit
10.106 to March 31, 2000 From 10-Q and incorporated by
reference herein)
10.107 Management Agreement effective February 1, 2000, between
Sonoma Management Corp. I, as Manager, and Crescent Real
Estate Funding VIII, L.P., as Owner and assignor to the
Company, relating to Ventana Inn & Spa (filed as Exhibit
10.107 to March 31, 2000 From 10-Q and incorporated by
reference herein)
10.108 Management Agreement effective February 1, 2000, between
Sonoma Management Corp. I, as Manager, and Crescent Real
Estate Funding VIII, L.P., as Owner and assignor to the
Company, relating to Sonoma Mission Inn Golf and Country
Club (filed as Exhibit 10.108 to March 31, 2000 From
10-Q and incorporated by reference herein)
10.109 Management Agreement effective February 1, 2000, between
Sonoma Management Corp. I, as Manager, and Crescent Real
Estate Funding VIII, L.P., as Owner and assignor to the
Company, relating to Sonoma Mission Inn and Spa (filed
as Exhibit 10.109 to March 31, 2000 From 10-Q and
incorporated by reference herein)
27 Financial Data Schedule
(b) Reports on Form 8-K
Not Applicable
37
<PAGE> 38
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, on the 14th day of August, 2000.
CRESCENT OPERATING, INC.
(Registrant)
By /s/ John C. Goff
---------------------------------------
John C. Goff, President, Chief
Executive Officer and Vice-Chairman
(Principal Executive Officer)
By /s/ Richard P. Knight
---------------------------------------
Richard P. Knight, Vice President
and Chief Financial Officer
(Principal Financial and Accounting Officer)
38
<PAGE> 39
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
3.1 First Amended and Restated Certificate of Incorporation
(filed as Exhibit 3.3 to the Company's registration
statement on Form S-1 dated July 12, 1997 ("Form S-1")
and incorporated by reference herein)
3.2 First Amended and Restated Bylaws (filed as Exhibit 3.4
to Form S-1 and incorporated by reference herein)
3.3 Amendment of Article V of First Amended and Restated
Bylaws (filed as Exhibit 3.3 to the Company's June 30,
1998 Form 10-Q ("June 30, 1998 Form 10-Q") and
incorporated by reference herein)
3.4 Repeal of Amendment of Article V of First Amended and
Restated Bylaws (filed as Exhibit 3.4 to the Company's
September 30, 1998 Form 10-Q ("September 30, 1998 Form
10-Q") and incorporated by reference herein)
4.1 Specimen stock certificate (filed as Exhibit 4.1 to Form
S-1 and incorporated by reference herein)
4.2 Preferred Share Purchase Rights Plan (filed as Exhibit
4.2 to Form S-1 and incorporated by reference herein)
4.3 First Amendment to Preferred Share Purchase Rights
Agreement dated as of September 25, 1998, between
Crescent Operating, Inc. and Bank Boston, N.A., as
Rights Agent (filed as Exhibit 4.3 to September 30, 1998
Form 10-Q and incorporated by reference herein)
4.4 Second Amendment to Preferred Share Purchase Rights
Agreement dated as of March 4, 1999, between Crescent
Operating, Inc. and Bank Boston, N.A., as Rights Agent
(filed as Exhibit 4.4 to March 31, 1999 Form 10-Q
("March 31, 1999 Form 10-Q") and incorporated by
reference herein)
10.1 Amended Stock Incentive Plan (filed as Exhibit 10.1 to
Form S-1 and incorporated by reference herein)
</TABLE>
<PAGE> 40
<TABLE>
<S> <C>
10.2 Intercompany Agreement between Crescent Operating, Inc.
and Crescent Real Estate Equities Limited Partnership
(filed as Exhibit 10.2 to the Company's Quarterly Report
on Form 10-Q for the Quarter Ended June 30, 1997 ("June
30, 1997 Form 10-Q") and incorporated by reference
herein)
10.3 Amended and Restated Operating Agreement of Charter
Behavioral Health Systems, LLC (filed as Exhibit 10.3 to
June 30, 1997 Form 10-Q and incorporated by reference
herein)
10.5 Amended and Restated Credit and Security Agreement,
dated as of May 30, 1997, between Crescent Real Estate
Equities Limited Partnership and Crescent Operating,
Inc., together with related Note (filed as Exhibit 10.5
to the Company's September 30, 1997 Form 10-Q
("September 30, 1997 Form 10-Q") and incorporated by
reference herein)
10.6 Line of Credit and Security Agreement, dated as of May
21, 1997, between Crescent Real Estate Equities Limited
Partnership and Crescent Operating, Inc., together with
related Line of Credit Note (filed as Exhibit 10.6 to
September 30, 1997 Form 10-Q and incorporated by
reference herein)
10.7 Acquisition Agreement, dated as of February 10, 1997,
between Crescent Real Estate Equities Limited
Partnership and Carter-Crowley Properties, Inc. (filed
as Exhibit 10.7 to Form S-1 and incorporated by
reference herein)
10.10 Security Agreement dated September 22, 1997 between COI
Hotel Group, Inc., as debtor, and Crescent Real Estate
Equities Limited Partnership, as lender, together with
related $1 million promissory note (filed as Exhibit
10.10 to September 30, 1997 Form 10-Q and incorporated
by reference herein)
10.11 Security Agreement dated September 22, 1997 between COI
Hotel Group, Inc., as debtor, and Crescent Real Estate
Equities Limited Partnership, as lender, together with
related $800,000 promissory note (filed as Exhibit 10.11
to September 30, 1997 Form 10-Q and incorporated by
reference herein)
10.12 Amended and Restated Asset Management dated August 31,
1997, to be effective July 31, 1997, between Wine
Country Hotel, LLC and The Varma Group, Inc. (filed as
Exhibit 10.12 to September 30, 1997 Form 10-Q and
incorporated by reference herein)
10.13 Amended and Restated Asset Management Agreement dated
August 31, 1997, to be effective July 31, 1997, between
RoseStar Southwest, LLC and The Varma Group, Inc. (filed
as Exhibit 10.13 to September 30, 1997 Form 10-Q and
incorporated by reference herein)
10.14 Amended and Restated Asset Management Agreement dated
August 31, 1997, to be effective July 31, 1997, between
RoseStar Management LLC and The Varma Group, Inc. (filed
as Exhibit 10.14 to September 30, 1997 Form 10-Q and
incorporated by reference herein)
10.15 Agreement for Financial Services dated July 1, 1997,
between Crescent Real Estate Equities Company and
Petroleum Financial, Inc. (filed as Exhibit 10.15 to
September 30, 1997 Form 10-Q and incorporated by
reference herein)
10.16 Credit Agreement dated August 27, 1997, between Crescent
Operating, Inc. and NationsBank of Texas, N.A. together
with related $15.0 million promissory note (filed as
Exhibit 10.16 to September 30, 1997 Form 10-Q and
incorporated by reference herein)
</TABLE>
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10.17 Support Agreement dated August 27, 1997, between Richard
E. Rainwater, John Goff and Gerald Haddock in favor of
Crescent Real Estate Equities Company and NationsBank of
Texas, N.A. (filed as Exhibit 10.17 to September 30,
1997 Form 10-Q and incorporated by reference herein)
10.18 1997 Crescent Operating, Inc. Management Stock Incentive
Plan (filed as Exhibit 10.18 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997
("December 31, 1997 Form 10-K") and incorporated by
reference herein)
10.19 Memorandum of Agreement executed November 16, 1997,
among Charter Behavioral Health Systems, LLC, Charter
Behavioral Health Systems, Inc. and Crescent Operating,
Inc. (filed as Exhibit 10.19 to December 31, 1997 Form
10-K and incorporated by reference herein)
10.20 Purchase Agreement dated August 31, 1997, by and among
Crescent Operating, Inc., RoseStar Management LLC,
Gerald W. Haddock, John C. Goff and Sanjay Varma (filed
as Exhibit 10.20 to December 31, 1997 Form 10-K and
incorporated by reference herein)
10.21 Stock Purchase Agreement dated August 31, 1997, by and
among Crescent Operating, Inc., Gerald W. Haddock, John
C. Goff and Sanjay Varma (filed as Exhibit 10.21 to
December 31, 1997 Form 10-K and incorporated by
reference herein)
10.22 Amended and Restated Lease Agreement, dated June 30,
1995 between Crescent Real Estate Equities Limited
Partnership and RoseStar Management LLC, relating to the
Denver Marriott City Center (filed as Exhibit 10.17 to
the Annual Report on Form 10-K of Crescent Real Estate
Equities Company for the Fiscal Year Ended December 31,
1995 (the "1995 CEI 10-K") and incorporated by reference
herein)
10.23 Lease Agreement, dated December 19, 1995 between
Crescent Real Estate Equities Limited Partnership and
RoseStar Management LLC, relating to the Hyatt Regency
Albuquerque (filed as Exhibit 10.16 to the 1995 CEI 10-K
and incorporated by reference herein)
10.24 Form of Amended and Restated Lease Agreement, dated
January 1, 1996, among Crescent Real Estate Equities
Limited Partnership, Mogul Management, LLC and RoseStar
Management LLC, relating to the Hyatt Regency Beaver
Creek (filed as Exhibit 10.12 to the 1995 CEI 10-K and
incorporated by reference herein)
10.25 Lease Agreement, dated July 26, 1996, between Canyon
Ranch, Inc. and Canyon Ranch Leasing, L.L.C., assigned
by Canyon Ranch, Inc. to Crescent Real Estate Equities
Limited Partnership pursuant to the Assignment and
Assumption Agreement of Master Lease, dated July 26,
1996 (filed as Exhibit 10.24 to the Quarterly Report on
Form 10-Q/A of Crescent Real Estate Equities Company for
the Quarter Ended June 30, 1997 (the "1997 CEI 10-Q")
and incorporated by reference herein)
10.26 Lease Agreement, dated November 18, 1996 between
Crescent Real Estate Equities Limited Partnership and
Wine Country Hotel, LLC (filed as Exhibit 10.25 to the
Annual Report on Form 10-K of Crescent Real Estate
Equities Company for the Fiscal Year Ended December 31,
1996 and incorporated by reference herein)
10.27 Lease Agreement, dated December 11, 1996, between Canyon
Ranch-Bellefontaine Associates, L.P. and Vintage
Resorts, L.L.C., as assigned by Canyon
Ranch-Bellefontaine Associates, L.P. to Crescent Real
Estate Funding VI, L.P. pursuant to the Assignment and
Assumption Agreement of Master Lease, dated December 11,
1996 (filed as Exhibit 10.26 to the 1997 CEI 10-Q and
incorporated by reference herein)
</TABLE>
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10.28 Master Lease Agreement, dated June 16, 1997, between
Crescent Real Estate Funding VII, L.P. and Charter
Behavioral Health Systems, LLC and its subsidiaries,
relating to the Facilities (filed as Exhibit 10.27 to
the 1997 CEI 10-Q and incorporated by reference herein)
10.29 Form of Indemnification Agreement (filed as Exhibit
10.29 to December 31, 1997 Form 10-K and incorporated by
reference herein)
10.30 Purchase Agreement, dated as of September 29, 1997,
between Crescent Operating, Inc. and Crescent Real
Estate Equities Limited Partnership, relating to the
purchase of Desert Mountain Development Corporation
(filed as Exhibit 10.30 to December 31, 1997 Form 10-K
and incorporated by reference herein)
10.31 Lease Agreement dated December 19, 1997, between
Crescent Real Estate Equities Limited Partnership, as
Lessor, and Wine Country Hotel, as Lessee, for lease of
Ventana Inn (filed as Exhibit 10.31 to the Company's
March 31, 1998 Form 10-Q ("March 31, 1998 Form 10-Q")
and incorporated by reference herein)
10.32 Lease Agreement dated September 22, 1997, between
Crescent Real Estate Equities Limited Partnership, as
Lessor, and COI Hotel Group, Inc., as lessee, for lease
of Four Seasons Hotel, Houston (filed as Exhibit 10.32
to March 31, 1998 Form 10-Q and incorporated by
reference herein)
10.33 Asset Purchase Agreement dated December 19, 1997, among
Crescent Operating, Inc., Preco Machinery Sales, Inc.,
and certain individual Preco shareholders (filed as
Exhibit 10.33 to March 31, 1998 Form 10-Q and
incorporated by reference herein)
10.34 Asset Purchase Agreement dated April 30, 1998, among
Crescent Operating, Inc., Central Texas Equipment
Company, and certain individual Central Texas
shareholders (filed as Exhibit 10.34 to March 31, 1998
Form 10-Q and incorporated by reference herein)
10.35 Credit Agreement dated August 29, 1997 between Crescent
Real Estate Equities Limited Partnership, as lender, and
Desert Mountain Properties Limited Partnership, as
borrower, together with related Senior Note, Junior Note
and deed of trust (filed as Exhibit 10.35 to March 31,
1998 Form 10-Q and incorporated by reference herein)
10.36 Buy-Out Agreement dated April 24, 1998, between Crescent
Operating, Inc. and Crescent Real Estate Equities
Limited Partnership (filed as Exhibit 10.36 to March 31,
1998 Form 10-Q and incorporated by reference herein)
10.37 Stock Acquisition Agreement and Plan of Merger dated
June 4, 1998, among Machinery, Inc., Oklahoma Machinery,
Inc., Crescent Machinery Company, Crescent Operating,
Inc. and certain individual Machinery shareholders
(filed as Exhibit 10.37 to June 30, 1998 Form 10-Q and
incorporated by reference herein)
10.38 Master Revolving Line of Credit Loan Agreement
(Borrowing Base and Warehouse) dated May 14, 1998,
between Desert Mountain Properties Limited Partnership
and National Bank of Arizona (filed as Exhibit 10.38 to
June 30, 1998 Form 10-Q and incorporated by reference
herein)
10.39 1997 Management Stock Incentive Plan (filed as Exhibit
10.39 to June 30, 1998 Form 10-Q and incorporated by
reference herein)
10.40 Credit and Security Agreement, dated as of September 21,
1998, between Crescent Real Estate Equities Limited
Partnership and Crescent Operating, Inc., together with
related Note (filed as Exhibit 10.40 to September 30,
1998 Form 10-Q and incorporated by reference herein)
</TABLE>
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10.41 First Amendment to Amended and Restated Pledge
Agreement, dated as of September 21, 1998, between
Crescent Real Estate Equities Limited Partnership and
Crescent Operating, Inc. (filed as Exhibit 10.41 to
September 30, 1998 Form 10-Q and incorporated by
reference herein)
10.42 First Amendment to Line of Credit and Security
Agreement, dated as of August 11, 1998, between Crescent
Real Estate Equities Limited Partnership and Crescent
Operating, Inc., together with related Note (filed as
Exhibit 10.42 to September 30, 1998 Form 10-Q and
incorporated by reference herein)
10.43 First Amendment to Amended and Restated Credit and
Security Agreement, dated as of August 11, 1998, between
Crescent Real Estate Equities Limited Partnership and
Crescent Operating, Inc. (filed as Exhibit 10.43 to
September 30, 1998 Form 10-Q and incorporated by
reference herein)
10.44 Second Amendment to Amended and Restated Credit and
Security Agreement, dated as of September 21, 1998,
between Crescent Real Estate Equities Limited
Partnership and Crescent Operating, Inc. (filed as
Exhibit 10.44 to September 30, 1998 Form 10-Q and
incorporated by reference herein)
10.45 Second Amendment to Line of Credit and Security
Agreement, dated as of September 21, 1998, between
Crescent Real Estate Equities Limited Partnership and
Crescent Operating, Inc. (filed as Exhibit 10.45 to
September 30, 1998 Form 10-Q and incorporated by
reference herein)
10.46 Agreement of Limited Partnership of COPI Colorado, L.P.
(filed as Exhibit 10.1 to that Schedule 13D Statement
dated September 28, 1998, filed by COPI Colorado, L.P.,
Crescent Operating, Inc., Gerald W. Haddock, John C.
Goff and Harry H. Frampton, III, and incorporated by
reference herein)
10.47 Contribution Agreement effective as of September 11,
1998, by and among Crescent Operating, Inc., Gerald W.
Haddock, John C. Goff and Harry H. Frampton, III (filed
as Exhibit 10.2 to that Schedule 13D Statement dated
September 28, 1998, filed by COPI Colorado, L.P.,
Crescent Operating, Inc., Gerald W. Haddock, John C.
Goff and Harry H. Frampton, III, and incorporated by
reference herein)
10.48 Agreement Regarding Schedules and Other Matters made as
of September 11, 1998, by and among Crescent Operating,
Inc., Gerald W. Haddock, John C. Goff and Harry H.
Frampton, III (filed as Exhibit 10.3 to that Schedule
13D Statement dated September 28, 1998, filed by COPI
Colorado, L.P., Crescent Operating Inc., Gerald W.
Haddock, John C. Goff and Harry H. Frampton, III, and
incorporated by reference herein)
10.49 Stock Purchase Agreement dated as of August 7, 1998 by
and among Western Traction Company, The Carlston Family
Trust, Ronald D. Carlston and Crescent Operating, Inc.
(filed as Exhibit 10.49 to September 30, 1998 Form 10-Q
and incorporated by reference herein)
10.50 Stock Purchase Agreement dated as of July 31, 1998 by
and among Harvey Equipment Center, Inc., L and H Leasing
Company, William J. Harvey, Roy E. Harvey, Jr., Betty J.
Harvey and Crescent Operating, Inc. (filed as Exhibit
10.50 to September 30, 1998 Form 10-Q and incorporated
by reference herein)
10.51 Credit Agreement dated as of July 28, 1998, between
Crescent Real Estate Equities Limited Partnership and
CRL Investments, Inc., together with the related Note
(filed as Exhibit 10.51 to September 30, 1998 Form 10-Q
and incorporated by reference herein)
10.52 Security Agreement dated as of July 28, 1998, between
Crescent Real Estate Equities Limited Partnership and
CRL Investments, Inc. (filed as Exhibit 10.52 to
September 30, 1998 Form 10-Q and incorporated by
reference herein)
</TABLE>
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10.53 First Amendment to Credit Agreement effective as of
August 27, 1998, among Crescent Operating, Inc.,
NationsBank, N. A., and the Support Parties identified
therein (filed as Exhibit 10.53 to September 30, 1998
Form 10-Q and incorporated by reference herein)
10.54 Lease Agreement dated as of October 13, 1998, between
Crescent Real Estate Equities Limited Partnership and
Wine Country Golf Club, Inc., relating to Sonoma Golf
Club (filed as Exhibit 10.54 to September 30, 1998 Form
10-Q and incorporated by reference herein)
10.55 First Amendment to Lease Agreement effective December
31, 1998, between Canyon Ranch Leasing, L.L.C., and
Crescent Real Estate Equities Limited Partnership,
relating to Canyon Ranch - Tucson (filed as Exhibit
10.55 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998 ("December 31, 1998
Form 10-K") and incorporated by reference herein)
10.56 First Amendment to Lease Agreement effective April 1,
1996; Second Amendment to Lease Agreement effective
November 22, 1996; Third Amendment to Lease Agreement
effective August 12, 1998; and Fourth Amendment to Lease
Agreement effective December 31, 1998 between RoseStar
Southwest, LLC, and Crescent Real Estate Funding II
L.P., relating to Hyatt Regency Albuquerque (filed as
Exhibit 10.56 to December 31, 1998 Form 10-K and
incorporated by reference herein)
10.57 First Amendment to Lease Agreement effective December
31, 1998, between Wine Country Hotel, LLC, and Crescent
Real Estate Equities Limited Partnership, relating to
Sonoma Mission Inn & Spa (filed as Exhibit 10.57 to
December 31, 1998 Form 10-K and incorporated by
reference herein)
10.58 First Amendment to Amended and Restated Lease Agreement
effective December 31, 1998, between RoseStar
Management, LLC, and Crescent Real Estate Equities
Limited Partnership, relating to Marriott City Center,
Denver (filed as Exhibit 10.58 to December 31, 1998 Form
10-K and incorporated by reference herein)
10.59 First Amendment to Lease Agreement effective December
31, 1998, between Wine Country Hotel, LLC, and Crescent
Real Estate Equities Limited Partnership, relating to
Ventana Inn (filed as Exhibit 10.59 to December 31, 1998
Form 10-K and incorporated by reference herein)
10.60 First Amendment to Amended and Restated Lease Agreement
effective April 1, 1996 and Second Amendment to Amended
and Restated Lease Agreement effective December 31,
1998, between RoseStar Southwest, LLC, and Crescent Real
Estate Funding II, L.P., relating to Hyatt Regency
Beaver Creek (filed as Exhibit 10.60 to December 31,
1998 Form 10-K and incorporated by reference herein)
10.61 First Amendment to Lease Agreement effective December
31, 1998, between COI Hotel Group, Inc. and Crescent
Real Estate Equities Limited Partnership, relating to
Four Seasons - Houston (filed as Exhibit 10.61 to
December 31, 1998 Form 10-K and incorporated by
reference herein)
10.62 First Amendment to Lease Agreement effective December
31, 1998, between Wine Country Hotel, LLC and Crescent
Real Estate Funding VI, L.P., relating to Canyon Ranch -
Lenox (filed as Exhibit 10.62 to March 31, 1999 Form
10-Q and incorporated by reference herein)
10.63 Master Guaranty effective December 31, 1998, by Crescent
Operating, Inc. for the benefit of Crescent Real Estate
Equities Limited Partnership, Crescent Real Estate
Funding II, L.P., and Crescent Real Estate Funding VI,
L.P., relating to leases for Hyatt Regency Albuquerque,
Hyatt Regency Beaver Creek, Canyon Ranch-Lenox, Sonoma
Mission Inn & Spa, Canyon Ranch - Tucson, and Marriott
City Center Denver (filed as Exhibit 10.63 to December
31, 1998 Form 10-K and incorporated by reference herein)
</TABLE>
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10.64 Guaranty of Lease effective December 19, 1997, by
Crescent Operating, Inc. for the benefit of Crescent
Real Estate Equities Limited Partnership, relating to
Ventana Inn (filed as Exhibit 10.64 to December 31, 1998
Form 10-K and incorporated by reference herein)
10.65 Amended and Restated Guaranty of Lease effective
December 31, 1998, by Crescent Operating, Inc. for the
benefit of Crescent Real Estate Equities Limited
Partnership, relating to Four Seasons Hotel - Houston
(filed as Exhibit 10.65 to December 31, 1998 Form 10-K
and incorporated by reference herein)
10.66 Amended and Restated Guaranty of Lease effective
December 31, 1998, by Crescent Operating, Inc. for the
benefit of Crescent Real Estate Equities Limited
Partnership, relating to Sonoma Golf Club (filed as
Exhibit 10.66 to December 31, 1998 Form 10-K and
incorporated by reference herein)
10.67 Credit Agreement dated August 11, 1995, between Crescent
Development Management Corp., as borrower, and Crescent
Real Estate Equities Limited Partnership, as lender;
First Amendment to Credit Agreement dated as of April
15, 1997; Second Amendment to Credit Agreement dated as
of May 8, 1998; and related Note and Security Agreement
(filed as Exhibit 10.67 to December 31, 1998 Form 10-K
and incorporated by reference herein)
10.68 Credit Agreement dated January 1, 1998, between Crescent
Development Management Corp., as borrower, and Crescent
Real Estate Equities Limited Partnership, as lender, and
related Note and Security Agreement (filed as Exhibit
10.68 to December 31, 1998 Form 10-K and incorporated by
reference herein)
10.69 $3,100,000 Note dated February 29, 1996, made by
Crescent Development Management Corp. payable to
Crescent Real Estate Equities Limited Partnership (filed
as Exhibit 10.69 to December 31, 1998 Form 10-K and
incorporated by reference herein)
10.70 Credit Agreement dated January 1, 1999, between Crescent
Development Management Corp., as borrower, and Crescent
Real Estate Equities Limited Partnership, as lender, and
related Line of Credit Note and Security Agreement
(filed as Exhibit 10.70 to March 31, 1999 Form 10-Q and
incorporated by reference herein)
10.71 Amended and Restated Credit Agreement dated January 1,
1999, between Crescent Development Management Corp., as
borrower, and Crescent Real Estate Equities Limited
Partnership, as lender, and related Line of Credit Note
and Amended and Restated Security Agreement (filed as
Exhibit 10.71 to March 31, 1999 Form 10-Q and
incorporated by reference herein)
10.72 Purchase Agreement dated March 12, 1999, between
Crescent Operating, Inc. and Crescent Real Estate
Equities Limited Partnership, relating to sale of
interests in Crescent CS Holdings Corp., and Crescent CS
Holdings II Corp., and related Put Agreement of same
date (filed as Exhibit 10.72 to March 31, 1999 Form 10-Q
and incorporated by reference herein)
10.73 Second Amendment to Lease Agreement effective April 1,
1999, between Wine Country Hotel, LLC, and Crescent Real
Estate Funding VI, L.P., relating to Canyon Ranch-Lenox
(filed as Exhibit 10.73 to March 31, 1999 Form 10-Q and
incorporated by reference herein)
10.74 Master Revolving Line of Credit Loan Agreement
(Borrowing Base and Warehouse) dated May 14, 1998,
between Desert Mountain Properties Limited Partnership,
as borrower, and National Bank of Arizona, as lender;
Modification Agreement dated December 30, 1998; second
Modification Agreement dated March 31, 1999; and related
Promissory Note (Borrowing Base), Promissory Note
(Warehouse), Pledge Agreement, Deed of Trust, and
Amendment to Deed of Trust (filed as Exhibit 10.74 to
March 31, 1999 Form 10-Q and incorporated by reference
herein)
</TABLE>
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10.75 Lease Agreement dated as of June 15, 1999, between
Crescent Real Estate Funding III, L.P. and COI Hotel
Group, Inc., relating to the Renaissance Houston Hotel
(filed as Exhibit 10.75 to June 30, 1999 Form 10-Q and
incorporated by reference herein)
10.76 Guaranty of Lease dated June 15, 1999, by Crescent
Operating, Inc. for the benefit of Crescent Real Estate
Funding III, L.P., relating to Renaissance Houston Hotel
(filed as Exhibit 10.76 to June 30, 1999 Form 10-Q and
incorporated by reference herein)
10.77 Asset Management Agreement dated as of January 1, 1999,
between Crescent Real Estate Equities Limited
Partnership and COI Hotel Group, Inc., relating to the
Omni Austin Hotel (filed as Exhibit 10.77 to June 30,
1999 Form 10-Q and incorporated by reference herein)
10.78 Agreement dated June 11, 1999, by and between Gerald W.
Haddock and Crescent Operating, Inc. and its
subsidiaries and affiliates (filed as Exhibit 10.78 to
June 30, 1999 Form 10-Q and incorporated by reference
herein)
10.79 Stock Purchase Agreement dated as of July 15, 1999, by
and among E. L. Lester & Company, Incorporated, E. L.
Lester, Jr., Howard T. Tellepsen II, Karen Tellepsen,
Tom Tellepsen II, Linda Lester Griffen, Crescent
Operating, Inc. and Crescent Machinery Company (filed as
Exhibit 10.79 to the Company's September 30, 1999 Form
10-Q ("September 30, 1999 Form 10-Q") and incorporated
by reference herein)
10.80 Stock Purchase Agreement dated as of July 8, 1999, by
and among Solveson Crane Rental, Inc., Solveson Family
Revocable Trust, and Crescent Machinery Company (filed
as Exhibit 10.80 to September 30, 1999 Form 10-Q and
incorporated by reference herein)
10.81 Second Amendment to Credit Agreement effective as of
August 27, 1999, among Crescent Operating, Inc., Bank of
America, N. A. (formerly NationsBank, N. A.), and the
Support Parties identified therein (filed as Exhibit
10.81 to September 30, 1999 Form 10-Q and incorporated
by reference herein)
10.82 First Amendment to 1997 Crescent Operating, Inc.
Management Stock Incentive Plan (filed as Exhibit 10.82
to the Company's Annual Report on Form 10-K for the year
ended December 31, 1999 ("December 31, 1999 Form 10-K")
and incorporated by reference herein)
10.83 Form of Sales and Service Agreement between BLAW KNOX
Construction Equipment Corporation and certain of
Crescent Machinery Company and its subsidiaries (filed
as Exhibit 10.83 to December 31, 1999 Form 10-K and
incorporated by reference herein)
10.84 Form of Heavy Equipment Distributor Agreement between
Compaction America, Inc. and certain of Crescent
Machinery Company and its subsidiaries (filed as Exhibit
10.84 to December 31, 1999 Form 10-K and incorporated by
reference herein)
10.85 Form of Gradall Equipment Distributor Agreement between
The Gradall Company and certain of Crescent Machinery
Company and its subsidiaries (filed as Exhibit 10.85 to
December 31, 1999 Form 10-K and incorporated by
reference herein)
10.86 Form of Distributor Selling Agreement between
Ingersoll-Rand Company and certain of Crescent Machinery
Company and its subsidiaries (filed as Exhibit 10.86 to
December 31, 1999 Form 10-K and incorporated by
reference herein)
10.87 Form of JCB Dealership Agreement between JCB Inc. and
certain of Crescent Machinery Company and its
subsidiaries (filed as Exhibit 10.87 to December 31,
1999 Form 10-K and incorporated by reference herein)
10.88 Form of Distributor Agreement between LBX Company, LLC,
and certain of Crescent Machinery Company and its
subsidiaries (filed as Exhibit 10.88 to December 31,
1999 Form 10-K and incorporated by reference herein)
</TABLE>
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10.89 Form of Distributor Agreement between Liebherr
Construction Equipment Co. and certain of Crescent
Machinery Company and its subsidiaries (filed as Exhibit
10.89 to December 31, 1999 Form 10-K and incorporated by
reference herein)
10.90 Form of Distributor Agreement between Link-Belt
Construction Equipment Company and certain of Crescent
Machinery Company and its subsidiaries (filed as Exhibit
10.90 to December 31, 1999 Form 10-K and incorporated by
reference herein)
10.91 Form of Dealer Floor Plan Financing and Security
Agreement between General Electric Capital Corporation
and certain of Crescent Machinery Company and its
subsidiaries (filed as Exhibit 10.91 to December 31,
1999 Form 10-K and incorporated by reference herein)
10.92 Taxable REIT Subsidiary Election Agreement dated
December 17, 1999, among Crescent Real Estate Equities
Company, Crescent Real Estate Equities Limited
Partnership, Crescent Operating, Inc. and Crescent
Development Management Corp. (filed as Exhibit
10.92 to December 31, 1999 Form 10-K and incorporated by
reference herein)
10.93 Taxable REIT Subsidiary Election Agreement dated
December 17, 1999, among Crescent Real Estate Equities
Company, Crescent Real Estate Equities Limited
Partnership, Crescent Operating, Inc. and Crescent CS
Holdings II Corp. (filed as Exhibit 10.93 to December
31, 1999 Form 10-K and incorporated by reference herein)
10.94 Taxable REIT Subsidiary Election Agreement dated
December 17, 1999, among Crescent Real Estate Equities
Company, Crescent Real Estate Equities Limited
Partnership, Crescent Operating, Inc. and Crescent CS
Holdings Corp. (filed as Exhibit 10.94 to December 31,
1999 Form 10-K and incorporated by reference herein)
10.95 Taxable REIT Subsidiary Election Agreement dated
December 17, 1999, among Crescent Real Estate Equities
Company, Crescent Real Estate Equities Limited
Partnership, Crescent Operating, Inc. and Desert
Mountain Development Corp. (filed as Exhibit 10.95 to
December 31, 1999 Form 10-K and incorporated by
reference herein)
10.96 Taxable REIT Subsidiary Election Agreement dated
December 17, 1999, among Crescent Real Estate Equities
Company, Crescent Real Estate Equities Limited
Partnership, Crescent Operating, Inc. and The Woodlands
Land Company, Inc. (filed as Exhibit 10.96 to December
31, 1999 Form 10-K and incorporated by reference herein)
10.97 $19.5 Million Credit and Security Agreement effective as
of March 11, 1999, between Crescent Real Estate Equities
Limited Partnership and Crescent Operating, Inc. with
related Promissory Note (filed as Exhibit 10.97 to
December 31, 1999 Form 10-K and incorporated by
reference herein)
10.98 First Amendment to Credit and Security Agreement
effective as of March 11, 1999, between Crescent Real
Estate Equities Limited Partnership and Crescent
Operating, Inc. (filed as Exhibit 10.98 to December 31,
1999 Form 10-K and incorporated by reference herein)
10.99 Third Amendment to Amended and Restated Credit and
Security Agreement effective as of March 11, 1999,
between Crescent Real Estate Equities Limited
Partnership and Crescent Operating, Inc. (filed as
Exhibit 10.99 to December 31, 1999 Form 10-K and
incorporated by reference herein)
10.100 Third Amendment to Line of Credit Credit and Security
Agreement effective as of March 11, 1999, between
Crescent Real Estate Equities Limited Partnership and
Crescent Operating, Inc. (filed as Exhibit 10.100 to
December 31, 1999 Form 10-K and incorporated by
reference herein)
10.101 Agreements for Wholesale Financing (with Addendum)
between Deutsche Financial Services Corporation and,
respectively, Western Traction Company, Machinery Inc.,
Solveson Crane Rentals Inc., Harvey Equipment Center
Inc., and Crescent Machinery Company, with Guarantees
(filed as Exhibit 10.101 to December 31, 1999 Form 10-K
and incorporated by reference herein)
10.102 Master Security Agreements between Associates Commercial
Corporation and, respectively, Crescent Machinery
Company and Western Traction Company; Security Agreement
between Associates Commercial Corporation and Western
Traction Company; Addendum; and Continuing Guaranty by
Crescent Machinery Company (filed as Exhibit 10.102 to
December 31, 1999 Form 10-K and incorporated by
reference herein)
</TABLE>
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10.103 First Amendment to Amended and Restated Credit Agreement
dated as of December 20, 1999, between Crescent Real
Estate Equities Limited Partnership and Crescent
Development Management Corp. with related Line of Credit
Note and letter amendment to related security agreement
(filed as Exhibit 10.103 to December 31, 1999 Form 10-K
and incorporated by reference herein)
10.104 $5,600,000 Promissory Note dated February 28, 2000, made
by East West Resorts, LLC payable to Crescent Real
Estate Equities Limited Partnership (filed as Exhibit
10.104 to the Company's March 31, 2000 Form 10-Q
("March 31, 2000 Form 10-Q") and incorporated by
reference herein)
10.105 Mutual Termination of Asset Management Agreement for
Omni Austin Hotel, Austin, Texas, effective January 31,
2000, between Crescent Real Estate Equities Limited
Partnership and COI Hotel Group, Inc. (filed as Exhibit
10.105 to March 31, 2000 From 10-Q and incorporated by
reference herein)
10.106 Master Asset Management and Administrative Services
Agreement dated February 1, 2000, by and among Sonoma
Management Corp. I, Crescent Operating, Inc. and each of
its subsidiaries identified therein (filed as Exhibit
10.106 to March 31, 2000 From 10-Q and incorporated by
reference herein)
10.107 Management Agreement effective February 1, 2000, between
Sonoma Management Corp. I, as Manager, and Crescent Real
Estate Funding VIII, L.P., as Owner and assignor to the
Company, relating to Ventana Inn & Spa (filed as Exhibit
10.107 to March 31, 2000 From 10-Q and incorporated by
reference herein)
10.108 Management Agreement effective February 1, 2000, between
Sonoma Management Corp. I, as Manager, and Crescent Real
Estate Funding VIII, L.P., as Owner and assignor to the
Company, relating to Sonoma Mission Inn Golf and Country
Club (filed as Exhibit 10.108 to March 31, 2000 From
10-Q and incorporated by reference herein)
10.109 Management Agreement effective February 1, 2000, between
Sonoma Management Corp. I, as Manager, and Crescent Real
Estate Funding VIII, L.P., as Owner and assignor to the
Company, relating to Sonoma Mission Inn and Spa (filed
as Exhibit 10.109 to March 31, 2000 From 10-Q and
incorporated by reference herein)
27 Financial Data Schedule
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