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Exhibit 10.9
December 8, 2000
Integrated Resources High Equity Partners L.P., Series 85,
A California Limited Partnership
100 Jericho Quadrangle, Suite 214
Jericho, NY 11753-2727
Attn: Mr. Peter Braverman
RE: Valuation Analysis for Integrated Resources High Equity Partners, Series 85,
A California Limited Partnership ("the Partnership")
Gentlemen:
By letter dated June 14, 2000, the Partnership retained Insignia/ESG, Inc.
("Insignia") to undertake four separate valuation analyses with respect to the
Partnership on behalf of the Partnership. The engagement letter states that the
Partnership proposes to be converted (the "Transaction") into a real estate
investment trust (the "REIT") as described by the Partnership's management in
Amendment No.4 to the Registration Statement on Form S-4 of the REIT. We have
assumed that in the Transaction, each Partnership Unit would be exchanged for
three REIT shares. In each of the analyses, the value arrived at is expressed as
an amount per proposed REIT share. The following summarizes the specific
analyses that the Partnership asked us to perform.
1. An examination of the secondary market trading history ("Secondary Market
Trading History Analysis") of the existing units of limited partnership interest
in the Partnership (the "Partnership Units") on the limited secondary markets;
2. An analysis of the value of the net assets of the Partnership, and the amount
of cash available for distribution to partners, were the Partnership to
liquidate all of its real estate (the "Properties") and other assets
("Liquidation Analysis");
3. An analysis of the value of the Partnership Units, on a going concern basis,
based upon the future cash flow to be received by partners ("Going Concern
Analysis");
4. On the assumption that the Partnership was converted to the REIT, an analysis
of the expected range in which the REIT shares would trade based upon an
examination of
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comparable publicly traded real estate investment trusts ("Conversion and
Comparable Company Analysis").
In performing these analyses, we reviewed the documents provided to us by the
Partnership which are identified on Schedule A to this letter and we have relied
upon and assumed, without independent verification or investigation, the
accuracy and completeness of all financial and other information provided to or
discussed with us by the Partnership, its general partners and their respective
employees, representatives and affiliates. With respect to forecasts of the
future financial condition and operating results of the Partnership and the
proposed REIT provided to or discussed with us, we assumed, at the direction of
the management of the Partnership, without independent verification or
investigation, that such forecasts were reasonably prepared on bases reflecting
the best currently available information, estimates and good faith judgments of
the management of the Partnership. We have also relied upon assurances of the
management of the Partnership that they are unaware of any facts that would make
the historical information or forecasts incomplete or misleading. Except for the
appraisals provided to us by the Partnership referred to below, we have neither
made nor obtained any independent evaluations or appraisals of the assets or the
liabilities (contingent or otherwise) of the Partnership. The analyses do not
address the tax consequences of any aspect of the proposed Transaction (other
than transfer taxes assumed with the disposition of real estate upon
liquidation). We are not expressing any opinion as to the underlying evaluation,
future performance or long-term viability of the Partnership or the proposed
REIT, or the price at which Partnership Units or proposed REIT shares will
trade, whether or not the Transaction occurs. Our analyses are necessarily based
on the information available to us and general economic, financial and
securities market conditions and circumstances as they exist and can be
evaluated by us on the date hereof. It should be understood that, although
subsequent developments may affect our analyses, we do not have any obligation
to update, revise or reaffirm the analyses.
OVERVIEW OF CUSHMAN AND WAKEFIELD APPRAISAL METHODS
Insignia was provided with Cushman & Wakefield's ("Cushman") appraised values as
of June 30, 2000 for the Properties ("Appraised Values"). The valuation approach
selected by Cushman for the Properties varies based on each Property's
particular demise, encumbrances and the market conditions affecting it. Cushman
employed a discounted cash flow approach with, in most cases, support from the
sales comparison approach.
Under the discounted cash flow approaches, the cash flows for the Properties for
the next 10 years were projected. At the end of the 10th year a terminal value
("Terminal Value") was added to the cash flow by capitalizing the projected 11th
year net operating income at a rate ("Appraised Cap Rate") selected by Cushman
and then deducting the anticipated costs associated with selling the Properties
("Selling Costs"). The cash flows were then discounted to present utilizing a
discount rate ("Appraised Discount Rate") selected by Cushman.
For the properties held through joint venture interests, Cushman provided a
second set of values ("Discounted J.V. Values") which contemplate a 25% to 30%
discount ("Joint Venture Discounts") to the Appraised Values in consideration of
the illiquidity associated
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with the ownership structure. The Discounted J.V. Values together with the
Appraised Values for the non-joint venture Properties together constitute the
Adjusted Appraisals ("Adjusted Appraisals").
1. SECONDARY MARKET TRADING HISTORY ANALYSIS
The Secondary Market Trading History Analysis is intended to value the
Partnerships based on the recent trading prices of Partnership Units. These
secondary markets cannot be characterized as either efficient or liquid markets,
and Partnership Units are expected to trade at a discount to liquidation value
or value based upon a going-concern analysis of the Partnership. The information
provided to us by the Partnership included the high sale price and low sale
price per Partnership Unit during each two months of trading from April 1, 1996
to September 30, 2000, together with a weighted average price per Partnership
Unit for the same period. The ranges of values indicated by this analysis are
based upon that secondary market trading data, with particular consideration
given to the weighted average trading prices in August and September, 2000, the
most recent period for which data was provided. Also considered are the trends
in prices over the period for which data was provided. The resulting range of
values per REIT share from the Secondary Market Trading History Analysis is
indicated to be $27.10 to $30.56 per share.
2. LIQUIDATION ANALYSIS
The Liquidation Analysis is intended to value the Partnership's net assets
assuming a complete liquidation of the Partnership on a current basis. For
purposes of this analysis, we assumed that the non-joint venture Properties
would sell at their Appraised Values and that interests in joint ventures would
sell at the values indicated in the Adjusted Appraisals.
The Liquidation Analysis assumes an adjustment for the anticipated property
disposition costs consisting of estimated transfer taxes, brokerage commissions
and closing costs ("Disposition Costs"). To the extent Properties were appraised
based on a discounted cash flow methodology, Disposition Costs were assumed to
be equal to Selling Costs utilized by Cushman in determining Terminal Value.
Consideration was also given for the non-real estate assets of the Partnership.
The net assets considered were the Assets and Liabilities reported on the
Balance Sheet at September 30, 2000 included in the Form 10-Q of the Partnership
for the period ended September 30, 2000 and were included at the value set forth
on the Balance Sheet with the exception of the assets classified as Other Assets
on the Balance Sheets. The only Other Assets included were those that were
deemed to have value upon liquidation, i.e. furniture, fixtures & equipment and
receivables.
The fee giveback obligation was also considered to be realized by the limited
partners of the Partnership at full value as of September 30, 2000.
Finally, consideration was given for the partnership dissolution costs that were
estimated at $500,000 for the Partnership.
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No general partner liquidation fees or priority distributions were considered,
as the partnership liquidation values would not provide for same under the terms
of the Partnership Agreement.
The resulting range of values per proposed REIT share based on the Liquidation
Analysis is indicated to be $53.17 to $59.96 per share.
3. GOING-CONCERN ANALYSIS
Insignia was provided with the distribution history of the Partnership. In
addition, pro forma financial statements showing forecasts of Partnership cash
flows, expenses and potential distributions were also provided to us by the
Partnership for the period ending December 31, 2001.
The Going-Concern Analysis is intended to value the Partnership as a
going-concern assuming its current asset base. The most significant component of
the value of the Partnership as a going-concern is the distributions to the
partners, which are assumed to be equal to the cash flow from the Partnership's
real estate assets. For purposes of this analysis, the Properties' cash flows
were attributed values based on the Appraised Values.
An adjustment was made to give effect for the joint venture illiquidity that
would impact the Terminal Values of the joint venture Properties. This
adjustment was made for the joint venture Properties that were valued by Cushman
pursuant to the discounted cash flow methodology, by applying to the Terminal
Value the same Joint Venture Discount utilized by Cushman in determining the
appraised liquidation value and discounting it to the present utilizing the
Appraised Discount Rate.
Consideration was also given for the non-real estate assets of the Partnership.
The net assets considered were the Assets and Liabilities cited on the Balance
Sheet as of September 30, 2000 included in the Form 10-Q of the Partnership for
the period ended September 30, 2000, and were included at the value set forth in
the Balance Sheet with the exception of the assets classified as Other Assets on
the Balance Sheet of the Partnership at September 30, 2000. The only Other
Assets included were those that were deemed to have value upon liquidation, i.e.
furniture fixtures & equipment and receivables.
An adjustment was also made to reflect the going-concern reserve requirements. A
general reserve of $1,000,000 was to be maintained by the Partnership and then
liquidated upon termination of the Partnership. An adjustment was thus made
equal to the cost of maintaining this reserve.
Finally, an adjustment was made for the cost of asset management fees and
administrative costs. The values of these costs were derived by discounting the
anticipated annual cost of these expenses for the life of the Partnership. The
capitalization rates employed were equal to the weighted average Appraised
Discount Rate/Appraised Cap Rate for the Properties.
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The resulting range of values per proposed REIT share based on the Going-Concern
Analysis is indicated to be $47.42 to $53.47 per share.
4. CONVERSION AND COMPARABLE COMPANY ANALYSIS
The Conversion and Comparable Company Analysis endeavors to determine the range
of value for the proposed REIT's shares.
The methodology employed in determining the REIT's value consisted of applying
to the Projected Funds from Operations ("Projected FFO") of the REIT a range of
multiples (the "FFO Multiples") which are consistent with the FFO Multiples at
which comparable real estate investment trusts are currently trading in the
marketplace. Funds from Operations were calculated in accordance with the
guidelines set out by the National Association of Real Estate Investment Trusts
("NAREIT"). While no directly comparable companies were identified, by adjusting
and applying the median Projected FFO multiple for small-capitalization real
estate investment trusts, those with an implied market capitalization less than
$250 million, a range of reasonable FFO Multiples was established. The range of
FFO Multiples was determined to be 5.1 to 6.3.
The Projected FFO of the REIT is comprised of two components: (1) Pro-forma FFO
("Pro-Forma FFO") for the assets currently owned ("Current Assets") by the
Partnership and (2) Anticipated FFO ("Anticipated FFO") for assets projected to
be acquired by the REIT in the future ("New Assets").
The Pro-Forma FFO is based on the actual operating results of the Current Assets
for the 12 month period ending September 30, 2000, as adjusted for the
anticipated increase in Asset Management Fees resulting from the higher Adjusted
Appraisals as compared to the 1998 appraised values.
Anticipated FFO is based on the projected operating results of the New Assets,
as decreased by the rise in the asset management fees resulting from the
acquisition of the New Assets. The New Assets are assumed to be acquired in two
ways: (1) by utilizing all available cash less a reserve equal to 3% of the
Adjusted Appraisals to buy New Assets and (2) by leveraging the Current Assets
and the New Assets to a level of 75% with debt which carries an interest rate of
8%. The New Assets are assumed to generate net operating income equal to 10.5%
of their gross purchase price. The resulting range of values per proposed REIT
share based on the Conversion and Comparable Company Analysis are indicated to
be $38.42 to $47.47 per share.
The above analysis reflects the REIT's intention to leverage and grow its asset
base. By letter dated December 1, 2000 the Partnership asked us to prepare a
supplemental analysis estimating the low end of the value per REIT share if the
market values the REIT based solely on the Partnership's existing asset base.
For this analysis we applied a 5.358 multiple to Projected FFO of the REIT. The
Projected FFO of the REIT under this assumption is comprised of two components:
(1) Pro-forma FFO for the assets currently owned by the Partnership calculated
using the same method described above and (2) an anticipated excess cash
distribution which equals cash on hand at September 30, 2000
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less projected capital improvements and reserves. The 5.358 multiple represents
the low end of a range of multiples determined by applying a 6% margin of error
to the median Projected FFO Multiple for the set of real estate investment
trusts described above. The resulting value per proposed REIT share is indicated
to be $30.58 per share.
Estimates of value of the proposed REIT shares are not intended and should not
be construed as a prediction of estimates as to the trading price of the
proposed REIT shares upon or after consummation of the Transaction.
The information set forth in this letter does not constitute and should not be
construed as a recommendation to any holder of Partnership Units with respect to
the proposed Transaction. The analyses do not address the merits of the proposed
Transaction or consider any alternatives to the proposed Transaction. This
letter has been prepared for the Partnership, and should not be reproduced,
summarized, described or referred to without the prior written consent of
Insignia; provided, however, that this letter may be summarized and reproduced
in full in the Registration Statement on Form S-4 to be filed by the
Partnership.
Insignia/ESG, Inc.
By: /s/ Kevin F. Haggerty
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Title: Executive Managing Director
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Name: Kevin F. Haggerty
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SCHEDULE A
LIST OF PARTNERSHIP-PROVIDED INFORMATION AND MATERIALS
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<CAPTION>
ITEM DESCRIPTION
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Appraisals Narrative appraisals of each of the Partnership's
properties prepared by Cushman & Wakefield as of
June 30, 2000
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Forms 10-K Form 10-K for the Partnership for the year ended
December 31, 1999
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Forms 10-Q Form 10-Q for the Partnership for the quarter ended
September 30, 2000
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Capital Plans Descriptions of the anticipated capital improvements
requirements at of the Partnership's properties for
the next 5 years
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Asset Management Fees The Partnership's and the proposed REIT's anticipated
asset management fees based on the Appraised Values
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Administrative Expenses The Partnership's and the proposed REIT's anticipated
Administrative Costs based on historical costs and
management's estimation of future costs assuming a
3% inflationary factor
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Pro-Forma FFO A projection of the Partnership's and the REIT's funds
from operations based on the assets currently owned
by the Partnership.
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Anticipated FFO A projection of the increase in the REIT's funds
from operations based on the acquisition of New
Assets assuming 75% leverage of the Partnership's
Current Assets and New Assets, and use of
approximately 80% of the Partnership's current cash
reserves for the acquisition of New Assets. Leverage
was assumed to be 75% and bear interest at an average
rate of 8%, and New Assets were assumed to generate
net operating income of 10.5% of their gross cost.
Asset Management Fees were assumed to be based upon
1.25% of the prospective value of the New Assets.
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<S> <C>
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Excess Cash Distribution Excess cash distribution equals cash on hand at
September 30, 2000 less projected capital improve-
ments and reserves.
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Projected FFO The total FFO assumed to be generated by the
proposed REIT in the future. Calculated by adding
the Pro-Forma FFO and Anticipated FFO.
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Going-Concern Reserve Requirements An estimate of the cost of the maintenance and use
of the cash reserves projected for the Partnership
assuming the proposed REIT conversion does not occur.
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Form S-4 Amendment No. 4 to the Registration Statement on
Form S-4 filed by the REIT in September 2000
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Pro-Forma Partnership Income Statements Pro-forma stabilized income statements for the
Partnership assuming the proposed REIT conversion
does not occur. These statements reflect operations
for the twelve month period ended September 30, 2000
as adjusted for major known changes in property
operations, changes in the Asset Management Fees
based on the increased Appraised Going- Concern Values,
and increased administrative costs assuming an
inflationary factor of 3%.
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Secondary Market Trading History Chart of number and prices of Partnership Units sold
from April 1, 1996 through September 30, 2000 as
reported by Partnership Spectrum.
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Fee Giveback Obligations The General Partner's current fee giveback obligations
stipulated in the Class Action Settlements, as defined
in the Form S-4.
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Going Concern Distributions Estimates of the distributions by the Partnership if
the Partnership were to be a going concern.
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Partnership Dissolution Costs Estimates of the Partnership-level costs associated
with the dissolution and winding up of the affairs of
the Partnership.
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