Shopping Center - George Cushing
Transcription
Shopping Center - George Cushing
C ONFIDENTIAL O FFERING M EMORANDUM SOUTHWAY Shop p ing Center H OUSTON , T EXAS George Cushing Executive Vice President 713-599-5165 [email protected] Wendy Vandeventer Vice President 713-599-5194 [email protected] Grubb & Ellis Company 1330 Post Oak Blvd. Suite 1400 Houston, Texas 77056 www.grubb-ellis.com SOUTHWAY OF CONTENTS TABLE 1 Content Shopping Center Page 1. Executive Summary..........................................................2 Fact Summary Investment and Location Highlights Annualized Operating Statement Summary of Terms 2. Property Description.........................................................12 GLA Distribution and Site Description Tenant Profiles 3. Financial Analysis ..............................................................19 Site Plan Rent Roll and Notes to Rent Roll Contractual and Option Rent Steps Lease Expiration Schedule As Is and Pro Forma Operating Statements Argus Projections and Assumptions Historical Operating Expenses Existing Debt Summary 4. Market Area Overview .....................................................38 5. Appendix ..............................................................................42 Disclosures This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 1 EXECUTIVE SUMMARY SOUTHWAY Shopping Center Fact Summary Property Name: Southway Shopping Center Property Address: 8006 S. Gessner Drive Houston, Texas 77036 Location: Northwest corner of US 59 and S. Gessner Houston, Harris County, Texas Key Map 530N 13 miles southwest of downtown Houston Land Area: +15.66 acres Total GLA: +182,037 square feet Years Built: 1976 Renovated 2002-2003 Major Tenants: Marshalls ...........................................34,327 SF Ross Dress for Less ..........................31,815 SF Best Buy..............................................30,000 SF National Tenants: 95% Leased: 100% Pricing: Best offer Actual NOI......................................$2,180,716 Pro Forma NOI ..............................$2,117,347 Assumable Financing: 6.2%; $13,865,000 loan balance July 2014 maturity date See complete Debt Summary page 37 This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 2 EXECUTIVE SUMMARY SOUTHWAY Shopping Center This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 3 EXECUTIVE SUMMARY SOUTHWAY Shopping Center This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 4 SOUTHWAY EXECUTIVE SUMMARY Shopping Center Grubb & Ellis Company, as exclusive representative, is marketing the 100% fee simple interest in Southway Shopping Center, a community shopping center located on the northwest corner of US 59 and S. Gessner Road in the Near Southwest sector of Houston, Harris County, Texas. The center is approximately 13 miles southwest of downtown Houston. Southway Shopping Center is a single-level community center containing 182,037 square feet of lease space. The center was developed in 1976 and received substantial improvements to the physical structure between 2002 and 2005, coinciding with the major leasing activity that facilitated the arrival of Factory 2-U, Melrose Family Fashions and Shoe Carnival. Since the opening of the highly-successful Marshalls in the center in 2006, Anna’s Linens and Ashley Stewart were added to the tenant lineup as well as Best Buy relocating from across the street in 2007. Recently a ground lease with McDonald’s was executed with construction to begin late 2010. Southway Shopping Center is 100% leased. Investment Highlights PRIME LOCATION Southway Shopping Center is located at the northwest corner of the signalized intersection of the Southwest Freeway (US 59) and South Gessner in the Near Southwest Houston Submarket. The Southwest Freeway is one of the principal radiating freeways extending from the CBD to the suburban areas of Southwest Houston. STRONG NATIONAL TENANTS The center is 100% leased with a very strong lineup of national tenants, many top performers for the sales region. Anchored by Marshalls, Ross Dress for Less and Best Buy, the center is leased to over 95% national tenants. Other major tenants over 10,000 square feet include Factory 2-U, Melrose Family Fashions and Shoe Carnival. STRONG DAYTIME TRAFFIC with proximity to major thoroughfares and employment centers, Southway Shopping Center captures a large share of daytime restaurant and retail trade with excellent street and highway visibility driving customers to the center. Traffic counts on US 59 exceed 268,000 cars per day. DENSELY POPULATED TRADE AREA Southway Shopping Center’s residential market, already well established surrounding the center, is predicted to grow by over 8% in the one-mile radius over the next five years. The growth over the previous decade exceeded 14% in the three-mile radius with a population of over 253,000 people. Within a threemile radius of Southway Shopping Center are more than a dozen major residential developments including Bellaire, Meyerland, Sharpstown, Braeburn Village and Sharpstown Country Club Terrace. Also in close proximity to Southway Shopping Center are HBU (Houston Baptist University), with a 100-acre campus located at US 59 and Fondren, and Memorial Hermann Southwest Hospital, the only Houston area hospital placing in the top 1% of hospitals in the nation as one of America’s 50 Best Award. Memorial Hermann Southwest located at US 59 and Beechnut opened in 1977. This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 5 SOUTHWAY EXECUTIVE SUMMARY Southway Shopping Center has a prominent lineup of national retailers with over 95% of the center’s total GLA leased to national tenants. The center’s 22 lease spaces (including a to-be-built pad building leased to McDonald’s), are highly visible from the center’s frontage roads; South Gessner and US 59, as well as Beechnut Drive. The prominent intersection location, appearance and maintenance of the center, along with favorable site configuration, make the center a dominant presence in the immediate trade area. Location and Access Southway Shopping Center located on the busy Southwest Freeway corridor in the City of Houston’s near southwest sector, is two miles north of Houston’s outer loop, Beltway 8, and four miles south of the intersection of Southwest Freeway (US 59) and the 610 Loop (inner loop). The center occupies the block of South Gessner from the Southwest Freeway to Beechnut. South Gessner and Beechnut are primary residential and commercial thoroughfares west of the Southwest Freeway and the South Gessner/Beechnut corner provides a second signalized intersection benefiting the center. The Southwest Freeway is one of the principal radiating freeways extending from the CBD to the suburban areas of southwest Houston. The Southwest Freeway, traditionally a regional retail corridor, affords retailers exposure to a large regional shopping audience. Principal intersecting retail roads are Bissonnet, South Gessner, Beechnut Drive, Fondren Road, Bellaire Boulevard and Hillcroft Avenue. The surrounding neighborhoods are delineated by the significant retail and commercial development clustered along the access roads of the Southwest Freeway. Shopping Center Southway Shopping Center National Tenant Lineup Marshalls Ross Dress for Less Best Buy Factory 2-U Melrose Family Fashions Shoe Carnival Anna’s Linens Ashley Stewart CiCi’s Pizza Rent-A-Center Chase Bank McDonald’s Sally Beauty Supply Nationwide H&R Block Advance America Baskin-Robbins Total National Tenants – 95% Total Other Tenants Total Leased – 100% Total Vacant Total Center GLA SF @ Southway SC 34,327 31,815 30,000 18,000 12,680 11,970 8,933 4,776 4,000 3,690 3,396 3,250 1,689 1,540 1,500 1,300 1,275 174,141 7,896 182,037 0 182,037 Total # of Locations 800 1,400 953 200 90 305 264 200 650 3,000 5,100 32,000 2,700 $15B equity 11,500 2,600 6,000 Sharpstown Southway is located within the greater Sharpstown area, a densely populated close-in residential and commercial district. Sharpstown, once the largest subdivision in the United States, is located 10 miles from downtown Houston and 6 miles from Houston’s second largest concentration of office buildings, the Galleria District, offering a unique combination of mobility, and convenience. With dense, mature residential areas comprised of over 8,000 homes, and a large volume of retail centers and office buildings, the Sharpstown district appeals to a broad spectrum of businesses, organizations and individuals seeking a cost effective alternative to suburban and downtown sites. A key advantage of the Sharpstown location is excellent access to the Southwest Freeway, the Sam Houston Tollway (Beltway 8) and the Westpark Tollway. Sharpstown offers easy access to major employment and entertainment centers including the Galleria, Greenway Plaza, the Texas Medical Center, and Downtown Houston. This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 6 SOUTHWAY EXECUTIVE SUMMARY Shopping Center Area Demographics Traffic Counts Location Cars per Day US 59 west of Gessner 267,000 US 59 east of Gessner 268,000 Gessner north of US 59* 31,150 Gessner south of US 59* 31,110 Source: TX DOT 2008 Average Daily Traffic Counts *2006 24-Hour Traffic Counts Southway Shopping Center Demographics 2015 Projected Population 2010 Estimated Population Projected Growth 2010-2015 Growth 2000-2010 2010 Est. Avg. Family HH Income 2010 Est. Median Housing Value 1-Mile Radius 3-Mile Radius 5-Mile Radius 27,735 25,584 8.41% 15.20% $52,096 $118,958 274,096 253,317 8.20% 14.47% $47,031 $115,874 652,134 601,405 8.44% 15.20% $62,431 $135,448 Source: © 2010 Claritas Inc. Directions to Southway Shopping Center From Houston Hobby Airport: Take I-45 North to Highway 288 South. Merge onto US 59 South toward Victoria. Take the Beechnut St/S. Gessner exit to the right. The property is on the left. From Bush Intercontinental Airport: Take John F. Kennedy Blvd. to exit the airport. Take the Beltway West for approximately 25 miles until you reach the Beechnut Street exit. Make a left and the property is on the right. This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 7 EXECUTIVE SUMMARY SOUTHWAY Shopping Center This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 8 SOUTHWAY EXECUTIVE SUMMARY Shopping Center Annualized Operating Statement Investment Opportunity Southway Shopping Center as of October 1, 2010 As Is Income Pro Forma Income Revenue Minimum Rent Reimbursements Add: Percentage Rent Add: Sign Rent Less: General Vacancy Effective Revenue $2,279,495 648,945 2,369 600 -0 $2,931,409 $2,279,495 648,929 2,369 600 -65,313 $2,866,080 $247,000 316,445 72,000 87,942 $723,387 $247,000 316,445 72,000 85,982 $721,427 (5% excluding Majors)* Reimbursable Operating Expenses CAM Property Tax Insurance Management Fee 3% Total Reimbursable Operating Expenses Non-Reimbursable Operating Expenses Capital Reserve $0.15/sf Total Non-Reimbursable Operating Expenses Total Expenses Net Operating Income Debt Service Net Cash Flow $27,306 $27,306 $27,306 $27,306 $750,693 $748,733 $2,180,716 $2,117,347 -1,087,745 -1,087,745 $1,092,971 $1,029,603 Southway is positioned at a landmark location at the US 59/S. Gessner intersection along the Southwest Freeway regional retail corridor in Near Southwest Houston, minutes from the Galleria, Greenway Plaza and Downtown Houston Frontage on three high-traffic thoroughfares with direct access to US 59 feeder road Extremely dense residential concentrations with over 253,000 people within a 3-mile radius, 601,000 people within a 5-mile radius Southway has undergone extensive long-term capital improvements that will provide an extended useful life of the center’s physical plant to the buyer Excellent physical design paralleling South Gessner, great tenant visibility and attractive appearance of center Exceptional tenant mix comprised of 95% national credit tenants that as a group are some of the strongest operators within their categories. Several of the center’s retailers are at or near the top company performers in the Houston market Assumable Financing: 6.2%; $13,865,000 loan balance; July 2014 maturity date *Majors include Marshalls, Ross, Best Buy, Chase Bank and McDonald’s This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 9 EXECUTIVE SUMMARY SOUTHWAY Shopping Center Location Map This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 10 SOUTHWAY EXECUTIVE SUMMARY Shopping Center Summary of Terms Interest Offered 100% fee simple interest in Southway Shopping Center, a 182,037-square foot shopping center totaling 15.66 acres. Offering Price Best offer Offer Submission Offers should be submitted in the form of a non-binding Letter of Intent, detailing the significant terms and conditions of the Purchaser’s offer including but not limited to: Pricing Due diligence and closing time frames Earnest Money Deposit A description of the debt/equity structure of the transaction Purchaser’s Resume Please direct all inquiries to George Cushing Executive Vice President Investment Group Grubb & Ellis Company 1330 Post Oak Blvd., Suite 1400 Houston, Texas 77056 713.599.5165 phone 713.626.2288 fax [email protected] www.georgecushing.com Wendy Vandeventer Vice President Investment Group Grubb & Ellis Company 1330 Post Oak Blvd., Suite 1400 Houston, Texas 77056 713.599.5194 phone 713.626.2288 fax [email protected] This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 11 SOUTHWAY PROPERTY DESCRIPTION Shopping Center GLA Distribution Tenant Rental Rate SF Majors Marshalls* Ross Dress for Less* Best Buy* Inline Factory 2-U* Melrose Family Fashions* Shoe Carnival* Anna’s Linens* Ashley Stewart CiCi’s Pizza* Rent-A-Center* Sally Beauty Supply* Nationwide H&R Block* Advance America* Baskin-Robbins* FJ Florist Ronnie’s Trophy Bowling LA Nails Pads Chase Bank* McDonald’s (to be built)* Ruchi’s Taqueria* Loan Star Title Loans* Total Leased (100%) Total Vacancy (0%) Total GLA Site Description Expiration 34,327 31,815 30,000 $9.25 $10.20 $16.00 04/30/16 01/13/14 01/31/18 18,000 12,680 11,970 8,933 4,776 4,000 3,690 1,689 1,540 1,500 1,300 1,275 1,215 1,215 1,340 $8.50 $8.00 $10.03 $12.00 $18.50 $17.00 $14.20 $18.17 $11.69 $20.00 $16.50 $18.00 $14.20 $14.50 $12.65 02/29/16 12/31/16 11/30/13 09/30/14 05/31/17 02/28/20 02/28/12 09/30/13 12/31/15 04/30/13 06/30/13 02/28/11 05/31/11 06/30/11 09/30/12 3,396 3,250 2,990 1,136 $24.59 $20.00 $23.50 $46.80 01/31/12 12/31/31 10/31/13 04/11/15 182,037 0 182,037 Site Southway Shopping Center is situated on 15.66 acres. Access Southway Shopping Center has 10 access drives distributed across the center’s three roadways: South Gessner, the US 59 feeder road and Beechnut, many aligned with esplanade cuts. Access to the center is enhanced by signalized intersections at both the Gessner and the US 59 feeder road and the Gessner and Beechnut intersections. Parking 1,050 Parking spaces; 5.75 spaces per 1,000 SF of GLA Tax ID 106-807-000-0001 Taxes Taxing Jurisdictions Houston ISD Harris County Harris County Flood Dist Port of Houston Authority Harris County Hosp District Harris County Dept. of Education Houston Community College City of Houston Sharpstown PID Greater Sharpstown Mgt. Dist. Southwest Houston Area Tirz 1.156700 0.392240 0.029220 0.016360 0.192160 0.006050 0.092220 0.638750 0.000000 0.060000 0.000000 Total 2.583700 Source: * Has renewal options 2009 Rate Harris County Appraisal District Houston ISD Tax Office This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 12 PROPERTY DESCRIPTION SOUTHWAY Shopping Center This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 13 PROPERTY DESCRIPTION SOUTHWAY Shopping Center This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 14 PROPERTY DESCRIPTION SOUTHWAY Shopping Center Tenant Profiles The TJX Companies, Inc. (NYSE: TJX) operates eight retail chains, including two of the largest off-price retail clothing retailers in the US, T.J. Maxx and Marshalls. Marshalls sells brand-name family apparel, accessories, shoes, domestics, giftware and jewelry at discount prices at some 800+ stores nationwide. With over $20 billion in revenues in 2009, more than 2,700 stores in six countries and approximately 154,000 associates, the company sees themselves as a global, off-price value retailer. www.marshallsonline.com With operations in the United States, Canada, Europe, China and Mexico, Best Buy (NYSE: BBY) is a multinational retailer of technology and entertainment products and services with a commitment to growth and innovation. The company operates more than 1,400 stores throughout the US and Canada, and another 2,600 stores in Europe, China and Turkey. The stores sell a wide variety of electronic gadgets, movies, music, computers and appliances. In addition to selling products, Best Buy offers installation and maintenance services, technical support and subscriptions for cell phone and Internet services. The Best Buy family of brands and partnerships collectively generates more than $45 billion in annual revenue. www.bestbuy.com Ross Stores, Inc,. an S&P 500, Fortune 500 and Nasdaq 100 (ROST) company headquartered in Pleasanton, California, is the nation’s second largest off-price retailer with fiscal 2009 revenues of $7.2 billion. As of January 2010, the company operated 953 Ross Dress for Less stores in 27 states and Guam. Ross offers first-quality, in-season, name brand and designer apparel, accessories, footwear and home fashions for the entire family at everyday savings of 20% to 60% off department and specialty store prices. www.rossstores.com Factory 2-U, Fallas Discount Stores, Fallas Paredes, and Fallas Kids are store divisions of National Stores, Inc. They are a family-owned, family-oriented company that was established in 1962 and grew from a single store in downtown Los Angeles to more than 200 locations in California, Texas, Arizona, New Mexico and Nevada. The stores offer a big selection of quality brand name and private label clothing for men, ladies, boys, girls, juniors, infants and toddlers along with shoes and home décor. www.factory2-u.com United Fashions of Texas, L.L.C. doing business as Melrose Stores, operates a chain of fashion stores in the US. Melrose began in 1976 with one store in McAllen, Texas. Now, over thirty years later, they have 90+ stores throughout Texas, New Mexico, Arizona and California. Additional store openings are planned. The successful growth stems from a simple concept of offering customers quality fashion merchandise at a great price. Melrose has recently added men’s, girl’s and boy’s fashion to select locations. Current estimates show this company has annual revenue of $5-10 million. www.melrosestore.net This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 15 PROPERTY DESCRIPTION SOUTHWAY Shopping Center Tenant Profiles continued Shoe Carnival, Inc. (NASDAQ: SCVL) operates about 305 family footwear stores in some 30 US states, featuring bright lights and neon signs. Contests, game and up=tempo music produce an energized shopping atmosphere The combination of a unique shopping environment in a large store format, value pricing, low cost structure and advanced information systems distinguishes Shoe Carnival from its competitors. Shoe Carnival sells brand-name and privatelabel men’s, women’s, children’s, and athletic footwear. 2009 sales increased 5.4% to $682.4 million. www.shoecarnival.com Anna’s Linens, headquartered in Costa Mesa, California, was founded in 1988 by its current president and CEO. The company was named after his mother. Anna’s is the value leader in fashions for the home, selling discounted home furnishings, including bed linens, kitchen textiles, area rugs, window coverings, bath accessories, and housewares. Anna’s currently operates over 264 stores in 18 states. www.annaslinens.com Since the early 1990’s, Ashley Stewart has been styling customers and setting fashion trends for the plus-size fashion industry. With over 200 stores located in urban areas from New York to Los Angeles, Ashley Stewart is looking to expand the number of stores within the United States. The Ashley Stewart brand is an eclectic mix. It is fashionforward and provides the customer with head-to-toe outfits from trendy sportswear to outerwear. Fashion conscious plus-size urban women shop at Ashley Stewart to find the latest fashions that reflect their inner confidence. www.ashleystewart.com CiCi’s Pizza is an American buffet restaurant chain that was founded in 1985 in Plano, Texas. CiCi’s serves an all-youcan-eat, affordably priced buffet featuring pizza, pasta, salad and dessert in an approximately 4,000 square foot restaurant. CiCi’s restaurants are currently operating in 35 states with about 650 locations. The company continues to find record-breaking success as it expands to new franchise markets. In July 2010, they signed deals for 8 new restaurant openings and will open 7 more by the end of September. Sales have remained well above per-unit average. www.cicispizza.com Rent-A-Center (NASDAQ: RCII) became the #1 rent-to-own chain nationwide through a slew of acquisitions. It owns and operates about 3,000 stores throughout North America and Puerto Rico under the Rent-A-Center, Get It Now, and Home Choice names, and franchises some 204 through subsidiary ColorTyme. The stores rent brand name home electronics, furniture, accessories, appliances, and computers. While customers have the option to eventually own their rented items, only about 25% ever do. RAC also offers financial services, including loans, check cashing and money transfer services, and tax preparation to its customers in some 350 stores. 2009 sales were reported at $2.7 billon. www.rentacenter.com This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 16 PROPERTY DESCRIPTION SOUTHWAY Shopping Center Tenant Profiles continued JPMorgan Chase (NYSE: JPM) is one of the largest financial services firms in the US, with more than 5,100 bank branches in some two dozen states (and counting). The company is also among the nation’s top mortgage lenders and credit card issuers. Delivering extensive industry knowledge, local expertise and dedicated service, commercial banking partners with the firm’s other businesses to provide comprehensive solutions including lending, treasury services, investment banking and asset management. Chase Bank increased revenue by 20% in 2009 to a record $5.7 billion. The bank serves nearly 25,000 clients in 26 states across the country. www.jpmorganchase.com McDonald’s Corporation (NYSE: MCD) is one of the world’s largest chain of hamburger fast food restaurants, serving nearly 60 million customers daily. A McDonald’s restaurant is operated by either a franchisee, an affiliate, or the corporation itself. McDonald’s primarily sells hamburgers, chicken products, French fries, breakfast items, soft drinks, shakes and desserts. McDonald’s restaurants are found in 117 countries around the world with more than 32,000 locations. 2009 revenue is reported at $22.7 billion. www.mcdonalds.com Sally Beauty Holdings, Inc. (NYSE: SBH) is the world’s largest retailer of professional beauty supplies. More than 2,700 Sally Beauty Supply stores sell more than 6,000 hair, skin and nail products to retail customers and salon professionals. Sally also sells its products on line. Sally Beauty Supply was founded in New Orleans in 1964. Revenues are reported at more than $2.5 billion annually. www.sallybeauty.com Nationwide Financial Services, Inc. is a private, wholly-owned subsidiary of Nationwide Mutual Insurance Company. Nationwide provides a variety of financial services that help consumers invest and protect their long-term assets, and offers retirement plans and services through both public- and private-sector employers. In the last 80 years, Nationwide has gone from a small auto insurer to one of the largest insurance and financial services companies in the world with over $161 billion in statutory assets. Nationwide ended 2009 with $15.1 billion in policyholders’ equity, significantly above the 2008 level. Nationwide’s capital remained substantially in excess of levels required to be maintained by regulators and continues to support strong ratings from independent rating agencies. www.nationwide.com H&R Block (NYSE: HRB) is the world’s largest tax return preparers. It has approximately 11,500 retail locations in the US (many of which are franchised). It has another 1,600 locations in Canada and Australia and serves approximately 23 million tax customers in all. In addition to retail stores, they offer their own consumer tax software called H&R Block at Home, as well as online tax preparation and electronic filing from their website. Brothers Henry W. Bloch and Richard A. Bloch founded the company in 1955 and grew the business to become a brand and franchising icon. 2009 revenue was reported at $4.1 billion. www.hrblock.com This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 17 PROPERTY DESCRIPTION SOUTHWAY Shopping Center Tenant Profiles continued Advance America, Cash Advance Centers, Inc. (NYSE: AEA) is the largest provider of payday case advance services in the United States, as measured by the number of payday cash advance centers operated. They operate approximately 2,600 payday cash advance centers and 71 limited licensees in 32 states, the United Kingdom and Canada. Payday cash advances are small-denomination, unsecured advances that are typically due on the customer’s next payday. 2009 sales were reported at $64 million. www.advanceamerica.net Dunkin Brands is a leading multi-concept quick service franchisor that operates both the Dunkin’ Donuts and BaskinRobbins chains. Baskin-Robbins, known for its “31 flavors” slogan, is the world’s largest chain of ice cream specialty shops, It was founded by Burt Baskin and Irvine Robbins in 1953 in Glendale, California, whose passion led to the creation of more than 1,000 ice cream flavors and a wide variety of delicious treats. The company has more than 6,000 locations in 35 countries, 2,800 of which are located in the US. Baskin-Robbins creates and markets innovative, premium ice cream, specialty frozen desserts and beverages, providing quality and value to consumers. Total global system-wide sales are reported at $6.9 billion for year-end 2008. www.baskinrobbins.com This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 18 FINANCIAL ANALYSIS SOUTHWAY Shopping Center This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 19 SOUTHWAY FINANCIAL ANALYSIS Shopping Center Rent Roll TENANT NAME LEASE SQ. FT START LEASE EXPIRE RENEWAL OPTIONS MAJORS Marshalls 34,327 04/01/06 04/30/16 1 - 5 Yrs @ $10.00 MINIMUM RENT TOTAL $/SF CAM ADD-ON1 CAM2 $/SF TAX2 $/SF INS2 $/SF PYLON % % RENT BRKPT RENT STEPS DATE $/SF $317,525 $9.25 P+Cap $45,644 1.33 $60,757 1.77 $13,824 0.40 2.00% $9,072,135 05/01/11 $324,513 $10.20 P $46,570 1.46 $56,311 1.77 $12,812 0.40 2.00% $480,000 $16.00 P+5%+Cap $39,570 1.32 $53,099 1.77 $12,081 0.40 $9.50 1 - 5 Yrs @ $10.50 1 - 5 Yrs @ $11.00 1 - 5 Yrs @ $11.50 Ross Dress for Less 31,815 11/01/92 01/31/14 1 - 5 Yrs @ $10.69 Natural 1 - 5 Yrs @ $11.18 1 - 5 Yrs @ $11.67 1 - 5 Yrs @ $12.16 Best Buy 30,000 10/01/07 01/31/18 1 - 5 Yrs @ $17.00 01/01/13 $16.50 4.00% Natural 01/01/11 $8.25 1 - 5 Yrs @ $18.00 1 - 5 Yrs @ $19.00 1 - 5 Yrs @ $20.00 TOTAL MAJORS 96,142 INLINE Factory 2-U 18,000 12/01/01 02/28/11 1 - 5 Yrs @ $9.86 1 - 5 Yrs @ Mkt $153,000 $8.50 P+10%+Cap $24,917 1.38 $31,860 1.77 $7,248 0.40 Melrose Family Fashions 12,680 10/01/01 12/31/16 1 - 5 Yrs @ $9.00 1 - 5 Yrs @ $10.00 1 - 5 Yrs @ $11.00 1 - 5 Yrs @ $12.00 $101,440 $8.00 P+15%+Cap $21,489 1.69 $22,443 1.77 $5,106 0.40 8,933 09/24/09 09/30/14 1 - 5 Yrs @ $13.00 $107,196 $12.00 P+10%+Cap $12,961 1.45 $15,811 1.77 $3,597 0.40 $120,000 $10.03 P+15% $17,849 1.49 $21,186 1.77 $4,820 0.40 3.00% Natural 4.00% $862,500 Anna's Linens $1,122,038 $131,784 $170,167 $38,717 $0 1 - 5 Yrs @ $14.00 1 - 5 Yrs @ $15.00 Shoe Carnival 11,970 11/01/03 11/30/13 1 - 5 Yrs @ $11.00 1 - 5 Yrs @ $12.00 Sally Beauty Supply H&R Block Ashley Stewart Baskin Robbins LA Nails Nationwide Insurance FJ Florist Ronnie's Trophy Bowling Advance America 1,689 1,500 4,776 1,275 1,340 1,540 1,215 1,215 1,300 10/01/91 12/01/08 06/01/07 02/01/07 05/01/90 07/01/00 10/01/93 07/01/03 07/01/03 09/30/13 1 - 5 Yrs @ $20.90 1 - 5 Yrs @ Mkt 04/30/13 05/31/17 1 - 5 Yrs @ Mkt 02/28/11 09/30/12 12/31/15 05/31/11 1 - 5 Yrs @ $15.20 06/30/11 1 - 3 Yrs @ 06/30/13 $30,689 $30,000 $88,356 $22,950 $16,951 $18,003 $17,253 $17,618 $21,450 $18.17 P+15% $20.00 P+10%+Cap $18.50 P+M+15%+Cap $18.00 P+15% $12.65 P+15% $11.69 P+15% $14.20 P+15% $14.50 P+M+15% $16.50 P+M+15% $2,519 $2,280 $7,160 $2,281 $2,469 $2,962 $2,238 $3,055 $2,533 1.49 1.52 1.50 1.79 1.84 1.92 1.84 2.51 1.95 $2,989 $2,655 $8,453 $2,256 $2,372 $2,726 $2,151 $2,150 $2,301 1.77 1.77 1.77 1.77 1.77 1.77 1.77 1.77 1.77 $680 $604 $1,923 $514 $540 $620 $479 $489 $524 0.40 0.40 0.40 0.40 0.40 0.40 0.39 0.40 0.40 $52,416 $68,000 $14.20 $17.00 $6,278 $5,285 1.70 1.32 $6,531 $7,080 1.77 1.77 $1,486 $1,611 0.40 0.40 $600 Yr 1 $18.00 Yr 2 $18.50 Yr 3 $19.00 Rent A Center CiCi's Pizza 3,690 09/01/92 02/28/12 1 - 5 Yrs @ $15.00 4,000 03/01/10 02/28/20 1 - 5 Yrs @ $20.57 P+15% P+5%+Cap 4.00% 6.00% 05/01/11 Natural 06/01/13 Natural 6.00% 6.00% Natural Natural $21.00 $19.50 07/01/11 07/01/12 $17.00 $17.50 03/01/15 $18.70 1 - 5 Yrs @ $22.62 1 - 5 Yrs @ $24.88 1 - 5 Yrs @ $27.68 TOTAL INLINE 75,123 $865,322 $116,276 $132,964 $30,241 $600 This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 20 SOUTHWAY FINANCIAL ANALYSIS Shopping Center Rent Roll continued TENANT NAME PADS Chase Bank Ground Lease LEASE SQ. FT START LEASE EXPIRE RENEWAL OPTIONS 3,396 02/01/97 01/31/12 1 - 5 Yrs @ $26.69 MINIMUM RENT TOTAL $/SF CAM ADD-ON1 $83,500 $24.59 P+10% $65,000 $20.00 DNP $70,265 $23.50 $70,200 $61.80 CAM2 $/SF TAX2 $/SF INS2 $/SF PYLON $5,956 1.75 $6,011 1.77 $1,368 0.40 DNP 0.00 DNP 0.00 DNP 0.00 P+M+15% $4,853 1.62 $5,292 1.77 $1,204 0.40 P+15% $1,644 1.45 $2,011 1.77 $457 0.40 % % RENT BRKPT RENT STEPS DATE $/SF 1 - 5 Yrs @ $29.01 1 - 5 Yrs @ $31.51 McDonalds Ground Lease 3,250 01/01/11 12/31/31 1 - 5 Yrs @ $25.25 01/01/16 01/01/21 01/01/26 1 - 5 Yrs @ $26.77 1 - 5 Yrs @ $28.37 1 - 5 Yrs @ $30.07 1 - 5 Yrs @ $31.88 1 - 5 Yrs @ $33.79 Ruchi's Taqueria Loan Star Title Loans TOTAL PADS TOTAL EXISTING 1 - 5 Yrs @ $24.50 (mos 61-90) $25.50 (mos 91120) 1,136 04/12/10 04/11/15 1 - 5 Yrs @ $52.80 1 - 5 Yrs @ $58.80 2,990 08/01/99 10/01/13 10,772 $288,965 $12,453 $13,314 $3,029 $0 182,037 $2,276,325 $260,513 $316,445 $71,987 $600 $2,276,325 $260,513 $316,445 $71,987 $600 $21.20 $22.47 $23.82 VACANCY TOTAL VACANCY 0 TOTAL GLA 182,037 Leased 100.00% Vacancy 1 0.00% CAM Add-On: P = Prorata Share; +M = Management Fee Included in CAM; +15 or +30 = % of Administrative Fee added to CAM; DNP = Tenant does not pay CAM - see notes to rent roll 2 Reimbursements estimated for Fiscal Year 1. The actual monthly escalation amounts the tenants pay with their rent represent management’s estimate and may or may not be accurate. This rent roll presents what recoveries should be using the recovery methods contractually established in the leases and projected operating expenses. Actual reimbursements will vary with operating expenses This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 21 FINANCIAL ANALYSIS SOUTHWAY Shopping Center Notes to Rent Roll Marshalls CAM Taxes & Insurance Percentage Rent - Rent Steps Renewal Option Continuous Operation Co-Tenancy - Subletting and Assignment - Restrictions Exclusive Use - Parking & Common Area - CAM includes $1,500 admin fee, increasing by $500 every five years. Annual increases capped at 5% excluding utilities. Tenant may contest taxes. 2% of gross sales in excess of breakpoints $9,072,135 (years 1-5), $9,317,328 (years 6-10), $9,807,714 (Option 1), $10,298,100 (Option 2), $10,788,485 (Option 3), $11,278,871(Option 4), reported and paid annually. Years 1 – 5 $9.25; Years 6 – 10 $9.50 Four five-year renewal options with 6 months notice at $10.00, $10.50, $11.00 and $11.50. Tenant may cease operations at any time. If Tenant remains closed for 180 days, Landlord may recapture with 30 days notice. If any two of Ross, Factory 2 U, Shoe Carnival and Dollar Tree are closed for 6 months, Tenant pays 2% of gross sales. If co-tenancy condition continues for 18 months, Tenant may terminate. Tenant may assign or sublease without Landlord consent. If proposed assignment or sublease is not to a related entity, Landlord may terminate the lease and pay Tenant unamortized improvement costs. See Schedule B, Paragraph 4A for complete list of prohibited uses. Excluding Ross, Factory 2-U, Boot Town and Shoe Carnival and their replacements, no other premises in the Shopping Center shall at any time contain more than (i) 20,000 SF for the sale or display of apparel and related accessories, and/or (ii) 10,000 SF for the sale or display of shoes, footwear and related accessories and/or (iii) 15,000 SF for the sale or display of furnishings for the home including linens and domestics, window treatments, floor coverings, bathroom items, bedding, wall décor, housewares, table top goods, glassware, flatware, cookware, kitchen utensils, giftware and/or closet, shelving and storage items and home accessories. A.J. Wright, T.J. Maxx, T.J. Maxx ‘N More, Marshall’s and Mega Marshall’s shall not be deemed competition. Minimum 4 parking spaces per 1,000 SF GLA, minimum 1,066 parking spaces in aggregate. Construction restrictions apply. Ross Dress for Less CAM Taxes & Insurance Percentage Rent Renewal Option Continuous Operation Co-Tenancy Subletting and Assignment - Restrictions Exclusive Use - Parking & Common Area Guarantor - CAM excludes structural repairs, management and supervision costs. Tenant may contest taxes. 2% of gross sales in excess of natural breakpoints, paid and reported annually. Four five-year renewal options with 180 days notice at $10.69, $11.18, $11.67 and $12.16. Tenant may cease operations at any time. Landlord has right to recapture. If 45,000 SF or more is vacant for 9 months, Tenant may terminate with 60 days notice. Assigned to Ross Stores Texas, L.P. Tenant may sublease up to 20% of Demised Premises to third party operated departments and concessionaires without Landlord consent. See Lease paragraph 21.1 and Exhibit C for complete list of prohibited uses. Landlord will not directly or indirectly lease, rent, occupy or permit to be occupied or used, by any person other than Tenant, any part of the Shopping Center as an off-price department store (other than tenants under leases in existence on the date of this Lease and except for one other off-price department store, nor will it permit any person or tenant occupying 2,000 SF or more within 75 feet of Demised Premises to display or sell men’s, women’s or children’s clothing carried by Tenant without Tenant’s prior written consent. Minimum 5 parking spaces per 1,000 SF GLA. Construction restrictions apply. Ross Stores, Inc. This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 22 SOUTHWAY FINANCIAL ANALYSIS Shopping Center Notes to Rent Roll continued Best Buy CAM - Taxes & Insurance Percentage Rent Rent Steps Renewal Option Subletting and Assignment Restrictions - Exclusive Use - Parking & Common Area HVAC Other Rights - CAM excludes structural repairs and management fee, includes 5% administrative fee on all CAM excluding utilities. Annual increases capped at 5% excluding utilities. Tenant may contest taxes. Tenant does not pay percentage rent and is not required to report sales. Years 1 – 5 $16.00; Years 6 – 10 $16.50 Four 5 year renewal options with 120 days notice at $17.00, $18.00, $19.00 and $20.00. Tenant may sublease or assign without Landlord consent. Restaurants, entertainment facilities, health clubs and/or grocery stores prohibited except in the locations, if any, expressly designated for the same on Exhibit B. See Exhibit H for complete list of prohibited uses. Exclusive for electronic equipment or appliances; major household appliances; personal computers and peripherals, computer software; digital, downloadable and streamable entertainment; car radios, stereos, tape decks or phones; entertainment software, including compact discs, music videos, dvds and prerecorded tapes; accessories and connectors for products sold by Tenant; telephones, telecopy, facsimile and photocopy machines; photographic cameras or equipment; office equipment, supplies or furniture; sporting goods; books and magazines. Building restrictions apply. Landlord shall make all necessary repairs and replacements of obsolete or unrepairable HVAC, plumbing, electrical, gas and similar systems. Right of first refusal on adjoining space. - CAM excludes structural repairs, includes 10% administrative fee. Annual increases capped at 7%, excluding utilities. Tenant does not pay percentage rent and is not required to report sales. Two five-year renewal options with 150 days notice at $9.86 and market. Tenant may cease operations at any time. If Tenant is closed for 90 days, Landlord may recapture with 60 days notice. See Exhibit D for complete list of prohibited uses. CAM Percentage Rent - Rent Steps Renewal Option - CAM excludes roof repairs, includes wages and salaries of onsite personnel and 15% administrative fee. Annual increases capped at 5%, excluding utilities. 4% of gross sales in excess of natural breakpoints, reported and paid monthly. If Tenant has any interest in another similar store within a 1 mile radius, the sales of that store are included in gross sales. Years 1 – 5 $8.00; Years 6 – 10 $8.25 Four five-year renewal options with 6 months notice at $9.00, $10.00, $11.00 and $12.00. Factory 2 U CAM Percentage Rent Renewal Option Continuous Operation Restrictions Melrose Family Fashions Anna’s Linens CAM Taxes & Insurance Percentage Rent Renewal Option Continuous Operation Early Termination - Co-Tenancy - Exclusive Use - CAM excludes structural repairs, includes 10% administrative fee on all CAM except utilities. Annual increases capped at 4% excluding utilities. Insurance annual increases capped at 50%. Tenant does not reimburse tax increases caused by more than one sale in any 3 year period. Tenant does not pay percentage rent but is required to report sales annually. Three 5-year renewal options with 6 months notice at $13.00, $14.00 and $15.00. Tenant may cease operations at any time after the 24th month. One-time right to terminate after the 37th month if Gross Sales during the immediately preceding 12 months did not exceed $160/SF. Tenant must give written notice within 90 days after the end of the 37th month and pay $35,000. If either Ross or Marshall’s closes for 180 days, Tenant pays lesser of 6% of Gross Sales or Base Rent. If anchor tenant is not open in 18 months after the start of reduced rent, Tenant may terminate with 90 days notice. Exclusive for blankets, bedspreads, sheets, towels, pillows, window coverings, table top and kitchen accessories and all related incidental products. This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 23 SOUTHWAY FINANCIAL ANALYSIS Shopping Center Notes to Rent Roll continued Shoe Carnival CAM Percentage Rent Renewal Option Continuous Operation Co-Tenancy - Restrictions Exclusive Use Parking & Common Area - CAM excludes structural repairs, includes 15% administrative charge. 3% of gross sales in excess of natural breakpoints, reported monthly and paid annually. Two five-year renewal options with 6 months notice at $11.00 and $12.00. Tenant may cease operations at any time. If Tenant remains closed for 90 days Landlord may recapture with 30 days notice. If Ross ceases operations, Tenant pays 3% of gross sales instead of minimum rent. If Ross remains closed for 12 months, Tenant may either terminate or resume paying minimum rent. See paragraph 15.11 for complete list of prohibited uses. Exclusive for men’s women’s and children’s branded shoes. Building restrictions apply. Sally Beauty Supply CAM Percentage Rent - Renewal Option - CAM includes 15% administrative fee. 4% of Gross Sales in excess of $862,500 breakpoint during the current term and $991,875 breakpoint during the remaining option term, reported monthly and paid annually. One 5-year renewal option remaining with 180 days notice at $20.90. - CAM includes 10% administrative fee. Annual increases capped at 5% excluding utilities. Tenant does not pay percentage rent and is not required to report sales. 12/01/08 – 04/30/11 $20.00; 05/01/11 – 04/30/13 $21.00 One 5-year renewal option with 120 days notice at market rate. Tenant may cease operations at any time. Exclusive for tax preparation, electronic filing and refund anticipation loans. Minimum 4 spaces per 1,000 SF. Tenant’s annual HVAC repair cost limited to $1,000.00 during the first 5 years of the lease. CAM Percentage Rent Rent Steps Early Termination Co-Tenancy - Exclusive Use Guarantor - CAM includes management fee and 10% administrative fee. Annual increases capped at 5%, cumulative and compounded, excluding utilities. 4% of Gross Sales in excess of natural breakpoints reported and paid annually. Months 1 – 36 $6,965.00/mo; Months 37 – 84 $7,363.00/mo; Months 85 – 120 $7,761.00/mo One-time right to terminate as of the end of the 60th month with 6 months notice and payment of unamortized leasing costs. If Ross or Marshall’s closes Tenant pays lesser of 5% of Gross Sales or Basic Monthly Rent. If co-tenancy condition continues for 12 months Tenant must eithertterminate the lease with 60 days notice or resume paying full rent. Exclusive for large size women’s apparel. Urban Brands, Inc. - CAM includes 15% administrative fee. 6% of gross sales in excess of natural breakpoints, paid and reported monthly. One 5-year renewal option with 180 days notice at market rate, provided Tenant is paying percentage rent (requirement may be waived by Landlord). Assigned to I-Ho Wang. Mohammad Balsara. H & R Block CAM Percentage Rent Rent Steps Renewal Option Continuous Operation Exclusive Use Parking & Common Area HVAC Ashley Stewart Baskin Robbins CAM Percentage Rent Renewal Option Subletting and Assignment Guarantor This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 24 SOUTHWAY FINANCIAL ANALYSIS Shopping Center Notes to Rent Roll continued LA Nails CAM Percentage Rent Guarantor - CAM excludes structural repairs, includes 15% administrative fee. Tenant does not pay percentage rent but is required to report sales monthly. Hoan G. Pham. - CAM includes 15% administrative fee. Tenant does not pay percentage rent and is not required to report sales. Assigned to Joseph Chen. Nationwide Mutual Insurance Company has been released from all liability. - CAM includes 15% administrative fee. 6% of Gross Sales in excess of natural breakpoints reported and paid monthly. One 5-year renewal option with 6 months notice at $15.20. - CAM includes reasonable management fee and 15% administrative fee. 6% of Gross Sales in excess of natural breakpoints reported and paid monthly. Tenant must pay an additional 25% of minimum rent for the month or months in which Tenant fails to be open for business. Tenant may not operate a competing business within a 3 mile radius. Wuu Shyong Yang. CAM Percentage Rent Rent Steps Renewal Option Continuous Operation Early Termination - Guarantor Signage - CAM includes reasonable management fee and 15% administrative fee. Tenant does not pay percentage rent and is not required to report sales. 07/01/10 – 06/30/11 $16.50; 07/01/11 – 06/30/12 $17.00; 07/01/12 – 06/30/13 $17.50 One 3-year renewal option with not less than 6 months nor more than 9 months notice at $18.00, $18.50 and $19.00. Tenant may cease operations at any time. Landlord may recapture the space if Tenant ceases operations. If a change in law or regulation substantially impairs Tenant’s ability to conduct its business, Tenant may terminate the lease with 30 days notice and payment of 6 months rent, NNN charges and sign charges plus any unamortized leasing costs. Advance America Cash Advance Centers, Inc. Pylon sign charge is $50 per month. CAM Percentage Rent Renewal Option Continuous Operation Subletting and Assignment Guarantor Other Rights - CAM excludes structural repairs, includes 15% administrative fee. Tenant does not pay percentage rent but is required to report sales monthly. One 5-year renewal option with 180 days notice at market rate not to exceed 115% of then-current rent. Tenant not required to operate continuously. Landlord may terminate if Tenant vacates or abandons the premises. Assigned to RAC USA, Inc. Rent-A-Center, Inc. Right of first offer to lease an additional space not less than 3,500 SF and not larger than $6,000 SF. Nationwide Insurance CAM Percentage Rent Subletting and Assignment FJ Florist CAM Percentage Rent Renewal Option Ronnie’s Trophy Bowling CAM Percentage Rent Continuous Operation Exclusive Use Guarantor Advance America Rent A Center This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 25 FINANCIAL ANALYSIS SOUTHWAY Shopping Center Notes to Rent Roll continued CiCi’s Pizza CAM - Percentage Rent Rent Steps Renewal Option Continuous Operation Co-Tenancy - Subletting and Assignment Restrictions Exclusive Use Parking & Common Area Guarantor - CAM excludes structural repairs and management fee, includes 5% administrative fee. Total operating expenses limited to $4.60/SF for Year 1. Annual CAM increases capped at 5% excluding utilities. Tenant does not pay percentage rent but is required to report sales no more than once per year. Years 1 – 5 $17.00; Years 6 – 10 $18.70 Four 5-year renewal options with 180 days notice at $20.57, $22.62, $24.88 and $27.88. Tenant may cease operations at any time. If Best Buy closes during the first 8 years of the initial lease term, Tenant pays lesser of 6% of Gross Sales or Base Rent. If a new lease for the Best Buy space is not signed within 12 months or the tenant does not re-open within 18 months, Tenant may terminate the lease with 90 days notice. Tenant may sublease or assign to Franchisor or another franchisee with net worth of at least $500,000 without Landlord consent. See 12th grammatical paragraph in Article 3 for complete list of prohibited uses. Exclusive for pizza for on or off site consumption. Tenant may not operate a competing business within a 2 mile radius. Up to four reserved parking spaces in the vicinity of the Premises for take-out customers. Building restrictions apply. Zahir Rasheed and Amer Rehman. Chase Bank Ground Lease Ground Lease - CAM Percentage Rent Renewal Option Continuous Operation - This is a ground lease for 10,180 SF of land and the buildings currently on the land or to be constructed on the land. Landlord has no obligation to maintain or repair any portion of the Leased Premises. CAM includes 10% administrative fee. Tenant does not pay percentage rent and is not required to report sales. Three five-year renewal options with 120 days notice at $90,650.00, $98,515.00 and $107,000.00. Tenant may cease operations at any time. If Tenant is closed for 60 days, Landlord may recapture. McDonald’s Ground Lease Ground Lease - CAM Taxes & Insurance Percentage Rent Rent Steps Renewal Option - Subletting and Assignment Restrictions Exclusive Use Other Rights - Ground lease for not less than 27,624 SF of land and the buildings and improvements to be constructed on the land. Tenant is responsible for all maintenance and repairs. Tenant does not reimburse CAM. Tenant pays tax directly if Premises are assessed separately. Tenant to provide all insurance. Tenant does not pay percentage rent and is not required to report sales. Years 1 – 5 $5,417.00/mo; Years 6 – 10 $5,742.00/mo; Years 11 – 15 $6,086.00/mo; Years 11 – 15 $6,451.00/mo Six 5 year renewal options, automatically exercised unless Tenant gives 180 days notice to the contrary, at $6,838.00/mo, $7,249.00/mo, $7,684.00/mo, $8,145.00/mo, $8,633.00/mo and $9,151.00/mo. Tenant may assign or sublease without Landlord consent. See Exhibit E for complete list of prohibited uses. Exclusive for hamburgers or any other type of ground beef product in sandwich form. Right of first refusal to purchase, right of first refusal to lease after expiration of the term. - CAM includes management fee and 15% administrative fee. Tenant does not pay percentage rent but is required to report sales monthly. One 5 year renewal option with not less than 270 days nor more than 330 days notice at $24.50 (months 61-90) and $25.50 (months 91-120). Ruchi’s Taqueria CAM Percentage Rent Renewal Option This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 26 SOUTHWAY FINANCIAL ANALYSIS Shopping Center Notes to Rent Roll continued Wellshire Financial (Loan Star Title Loans) Tenant Maintenance CAM Taxes & Insurance Percentage Rent Renewal Option Early Termination Exclusive Use Guarantor - Tenant to perform all maintenance and repairs. Landlord has no obligation. CAM excludes structural repairs to the inline building, includes reasonable reserves and 15% administrative fee. Pro rata share is 0.635% Pro rata share is 0.635% Tenant does not pay percentage rent and is not required to report sales. Two 5-year renewal options with not more than 270 days nor less than 180 days notice at $6,600.00/mo and $7,350/mo. If a change in law makes Tenant’s business illegal or unprofitable, Tenant may terminate with 60 days notice and payment of 6 months rent. Exclusive for non purchase money loans secured by motor vehicles. Select Management Resources, LLC, et al. These notes to rent roll are an abstract of the leases at Southway Shopping Center and are provided herein for information purposes only. Grubb & Ellis and Seller do not represent that these notes to rent roll are all-inclusive or correctly reflect the leases abstracted. This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 27 SOUTHWAY FINANCIAL ANALYSIS Shopping Center Contractual Rent Steps TENANT NAME LEASE SQ. FT START MAJORS Marshalls Ross Dress for Less Best Buy TOTAL MAJORS 34,327 04/01/06 04/30/16 31,815 11/01/92 01/31/14 30,000 10/01/07 01/31/18 96,142 INLINE Factory 2-U Melrose Family Fashions Anna's Linens Shoe Carnival Sally Beauty Supply H&R Block Ashley Stewart Baskin Robbins LA Nails Nationwide Insurance FJ Florist Ronnie's Trophy Bowling Advance America Rent A Center CiCi's Pizza TOTAL INLINE 18,000 12,680 8,933 11,970 1,689 1,500 4,776 1,275 1,340 1,540 1,215 1,215 1,300 3,690 4,000 75,123 12/01/01 10/01/01 09/24/09 11/01/03 10/01/91 12/01/08 06/01/07 02/01/07 05/01/90 07/01/00 10/01/93 07/01/03 07/01/03 09/01/92 03/01/10 PADS Chase Bank Ground Lease McDonalds Ground Lease Ruchi's Taqueria Loan Star Title Loans TOTAL PADS 3,396 3,250 2,990 1,136 10,772 02/01/97 01/01/11 08/01/99 04/12/10 TOTAL INCREASES CUMULATIVE INCREASES 182,037 LEASE EXPIRE 02/28/11 12/31/16 09/30/14 11/30/13 09/30/13 04/30/13 05/31/17 02/28/11 09/30/12 12/31/15 05/31/11 06/30/11 06/30/13 02/28/12 02/28/20 01/31/12 12/31/31 10/01/13 04/11/15 2010 ANNUAL RENT TOTAL $/SF 2010 $/SF 2011 $8,581 $/SF 2012 $/SF 2013 $/SF 2014 RENT STEPS $/SF 2015 $/SF 2016 $/SF 2017 $/SF 2018 $/SF 2019 $/SF 2020 $/SF $317,525 $324,513 $480,000 $1,122,038 $9.25 $10.20 $16.00 $11.67 $153,000 $101,440 $107,196 $120,000 $30,689 $30,000 $88,356 $22,950 $16,951 $18,003 $17,253 $17,618 $21,450 $52,416 $68,000 $865,322 $8.50 $8.00 $12.00 $10.03 $18.17 $20.00 $18.50 $18.00 $12.65 $11.69 $14.20 $14.50 $16.50 $14.20 $17.00 $11.52 $83,500 $65,000 $70,265 $70,200 $288,965 $24.59 $20.00 $23.50 $61.80 $26.83 $0 $0.00 $0 $0.00 $0 $0.00 $0 $0.00 $0 $0.00 $0 $0.00 $3,900 $0.36 $0 $0.00 $0 $0.00 $0 $0.00 $0 $0.00 $2,276,325 $12.50 $0 $0.00 $13,901 $0.08 $650 $0.00 $19,776 $0.11 $0 $0.00 $6,800 $0.04 $3,900 $0.02 $0 $0.00 $0 $0.00 $0 $0.00 $0 $0.00 $0 $0.00 $13,901 $0.08 $14,551 $0.08 $34,327 $0.19 $34,327 $0.19 $41,127 $0.23 $45,027 $0.25 $45,027 $0.25 $45,027 $0.25 $45,027 $0.25 $45,027 $0.25 $0 $0.00 $8,581 $0.25 $0.09 $3,170 $0.25 $1,500 $1.00 $0 $0.00 $15,000 $0.50 $15,000 $0.16 $4,776 $650 $0 $0.00 $5,320 $0.50 $0.07 $650 $0 $0.00 $0 $0.00 $0 $0.00 $0 $0.00 $0 $0.00 0 $0.00 0 $0.00 $0 $0.00 $0 $0.00 $0 $0.00 $0 $0.00 $0 $0.00 $1.00 $0.50 $650 $0.01 $4,776 $0.06 $0 $0.00 $6,800 $1.70 $6,800 $0.09 $3,900 $1.20 This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 28 SOUTHWAY FINANCIAL ANALYSIS Shopping Center Option Rent Steps TENANT NAME LEASE SQ. FT START MAJORS Marshalls Ross Dress for Less Best Buy TOTAL MAJORS 34,327 04/01/06 04/30/16 31,815 11/01/92 01/31/14 30,000 10/01/07 01/31/18 96,142 INLINE Factory 2-U Melrose Family Fashions Anna's Linens Shoe Carnival Sally Beauty Supply H&R Block Ashley Stewart Baskin Robbins LA Nails Nationwide Insurance FJ Florist Ronnie's Trophy Bowling Advance America Rent A Center CiCi's Pizza TOTAL INLINE 18,000 12,680 8,933 11,970 1,689 1,500 4,776 1,275 1,340 1,540 1,215 1,215 1,300 3,690 4,000 75,123 12/01/01 10/01/01 09/24/09 11/01/03 10/01/91 12/01/08 06/01/07 02/01/07 05/01/90 07/01/00 10/01/93 07/01/03 07/01/03 09/01/92 03/01/10 PADS Chase Bank Ground Lease McDonalds Ground Lease Ruchi's Taqueria Loan Star Title Loans TOTAL PADS 3,396 3,250 2,990 1,136 10,772 02/01/97 01/01/11 08/01/99 04/12/10 TOTAL INCREASES CUMULATIVE INCREASES 182,037 LEASE EXPIRE 02/28/11 12/31/16 09/30/14 11/30/13 09/30/13 04/30/13 05/31/17 02/28/11 09/30/12 12/31/15 05/31/11 06/30/11 06/30/13 02/28/12 02/28/20 01/31/12 12/31/31 10/01/13 04/11/15 2010 ANNUAL RENT TOTAL $/SF 2010 $/SF 2011 $/SF 2012 $/SF 2013 $/SF 2014 RENT STEPS $/SF 2015 $/SF 2016 $17,164 $/SF 2017 $/SF 2018 $/SF 2019 $/SF 2020 $/SF $317,525 $324,513 $480,000 $1,122,038 $9.25 $10.20 $16.00 $11.67 $153,000 $101,440 $107,196 $120,000 $30,689 $30,000 $88,356 $22,950 $16,951 $18,003 $17,253 $17,618 $21,450 $52,416 $68,000 $865,322 $8.50 $8.00 $12.00 $10.03 $18.17 $20.00 $18.50 $18.00 $12.65 $11.69 $14.20 $14.50 $16.50 $14.20 $17.00 $11.52 $83,500 $65,000 $70,265 $70,200 $288,965 $24.59 $20.00 $23.50 $61.80 $26.83 $0 $0.00 $0 $0.00 $7,150 $0.66 $2,990 $0.28 $0 $0.00 $2,276,325 $12.50 $0 $0.00 $25,695 $0.14 $10,102 $0.06 $19,862 $0.11 $25,172 $0.14 $12,640 $0.07 $0 $0.00 $25,695 $0.14 $35,797 $0.20 $55,659 $0.31 $80,831 $0.44 $93,471 $0.51 $117,655 $0.65 $138,200 $0.76 $165,170 $0.91 $189,692 $1.04 $206,172 $1.13 $15,589 $0 $0.00 $0 $24,480 $0.00 $0 $0.00 $0 $0.00 $0.50 $0.49 $15,589 $0.16 $15,589 $0 $0.00 $1.36 $17,164 $0.18 $7,020 $0 $0.00 $1,215 $0.00 $25,695 $0.97 $2.73 $650 $0.50 0 $0.00 $1.00 $1.00 $8,933 $11,970 $1.00 $1.00 $1.00 $2,952 $0 $11,611 $4,611 $0.49 15,589 $0.16 $0.39 $12,680 $8,933 $15,000 $0.50 $15,000 $0.16 $0.34 $2,952 $0.04 $7,150 $650 $0.50 $650 $0.50 $0.80 $16,872 $0.22 $9,583 $0.13 $650 $0.01 $7,020 $0.09 $2.11 $12,680 $0.17 $7,865 $2,990 $1.00 $2,990 $1.00 $9,000 $7.92 $11,990 $1.11 $11,970 $0.16 $8,933 $0.12 $7,480 $1.87 $7,480 $0.10 $9,000 $7.92 $9,000 $0.84 $2.32 $0 $0.00 $7,865 $0.73 $0 $0.00 $0 $0.00 $24,184 $0.13 $20,545 $0.11 $26,970 $0.15 $24,522 $0.13 This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. $16,480 $0.09 29 SOUTHWAY FINANCIAL ANALYSIS Shopping Center Lease Expiration Schedule Expiration Square 1 Date Feet Year Tenant 2011 Baskin-Robbins 1 FJ Florist Ronnie's Trophy Bowling 1 06/30/11 06/30/11 12/31/11 % of 2 Total 1,275 1,215 1,215 3,705 0.70% 0.67% 0.67% 2.04% 3,705 2.04% Total for 2012 3,396 3,690 1,340 8,426 1.87% 2.03% 0.74% 4.63% Cumulative 12,131 6.66% 1,500 1,300 1,689 2,990 11,970 19,449 0.82% 0.71% 0.93% 1.64% 6.58% 10.68% 31,580 17.35% Total for 2014 31,815 8,933 40,748 17.48% 4.91% 22.38% Cumulative 72,328 39.73% 1,136 1,540 2,676 0.62% 0.85% 1.47% 75,004 41.20% Total for 2016 18,000 34,327 12,680 65,007 9.89% 18.86% 6.97% 35.71% Cumulative 140,011 76.91% Total for 2011 Cumulative 2012 2013 Chase Bank Ground Lease 1 Rent A Center LA Nails 1 H&R Block 1 Advance America 1 Sally Beauty Supply 1 Ruchi's Taqueria 1 Shoe Carnival 1 01/31/12 05/31/12 10/31/12 03/31/13 04/30/13 08/31/13 08/31/13 11/30/13 Total for 2013 Cumulative 2014 2015 Ross Dress for Less 1 Anna's Linens 1 Loan Star Title Loans Nationwide 03/31/14 12/31/14 1 04/30/15 08/31/15 Total for 2015 Cumulative 2016 1 Factory 2 U 1 Marshalls 1 Melrose Family Fashions 02/29/16 05/31/17 05/31/17 Base Rent Annualized PSF/Yr Rent $18.00 $14.20 $14.50 $22,950 $17,253 $17,618 $57,821 $24.59 $14.20 $12.65 $83,500 $52,416 $16,951 $152,867 $21.00 $17.50 $18.17 $23.50 $10.03 $31,500 $22,750 $30,689 $70,265 $120,000 $275,204 $10.20 $12.00 $324,513 $107,196 $324,513 $61.80 $11.69 $70,200 $18,003 $88,203 $9.86 $9.50 $8.25 $177,480 $326,106 $104,610 $177,480 This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 30 SOUTHWAY FINANCIAL ANALYSIS Shopping Center Lease Expiration Schedule continued Year 2017 Total for 2017 Expiration Square 1 Feet Date Tenant Ashley Stewart 08/31/18 Cumulative 2018 Total for 2018 1 Best Buy 11/30/19 Cumulative 2020 Total for 2020 CiCi's Pizza 1 04/30/21 Cumulative 2031 Total for 2031 McDonald's Ground Lease Cumulative 1 12/31/29 % of 2 Total 4,776 4,776 2.62% 2.62% 144,787 79.54% 30,000 30,000 16.48% 16.48% 174,787 96.02% 4,000 4,000 2.20% 2.20% 178,787 98.21% 3,250 3,250 1.79% 1.79% Base Rent Annualized PSF/Yr Rent $19.50 $93,132 $93,132 $16.50 $495,000 $495,000 $18.70 $74,800 $74,800 $21.20 $68,900 $68,900 182,037 100.00% 1 Has Renewal Option(s) 2 182,037 square feet = Total GLA This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 31 SOUTHWAY FINANCIAL ANALYSIS Shopping Center As Is Operating Statement Tenant Suite Total Rent 8100 8066 8210 8006 8090 8020 8032 8230 8220 8080 8076 900 800 700 600 500 200 100 8120 Pad 8054 8070 $437,750 440,206 584,750 217,025 153,648 139,565 163,855 37,777 35,539 105,892 29,470 22,332 24,311 22,121 23,312 26,808 66,711 81,976 96,835 65,000 81,614 74,312 $317,525 324,513 480,000 153,000 104,610 107,196 120,000 30,689 30,000 88,356 22,950 16,951 18,003 17,253 17,618 21,450 52,416 68,000 83,500 65,000 70,265 70,200 $2,930,809 $2,279,495 Pct Rent Reimbursements SF $120,225 115,693 104,750 64,025 49,038 32,369 43,855 6,188 5,539 17,536 5,051 5,381 6,308 4,868 5,694 5,358 14,295 13,976 13,335 0 11,349 4,112 34,327 31,815 30,000 18,000 12,680 8,933 11,970 1,689 1,500 4,776 1,275 1,340 1,540 1,215 1,215 1,300 3,690 4,000 3,396 3,250 2,990 1,136 $648,945 182,037 Revenues Marshalls Ross Dress for Less Best Buy Factory 2-U Melrose Family Fashions Anna's Linens Shoe Carnival Sally Beauty Supply H&R Block Ashley Stewart Baskin Robbins LA Nails Nationwide FJ Florist Ronnie's Trophy Bowling Advance America Rent A Center CiCi's Pizza Chase Bank McDonalds Ruchi's Taqueria Loan Star Title Loans 900 1,469 Vacant 0 Total Property Add: Sign Rent Less: General Vacancy 0.0% Effective Revenue $600 $0 $2,931,409 Reimbursable Operating Expenses CAM Property Tax Insurance Management Fee 3.00% Total Reimbursable Operating Expenses Non-Reimbursable Expenses Capital Reserve Total Non-Reimbursable Expenses Total Expenses $247,000 316,445 72,000 87,942 723,387 $0.15 27,306 $27,306 $750,693 Net Operating Income $2,180,716 Debt Service -$1,087,745 Net Cash Flow $2,369 $1,092,971 This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 32 SOUTHWAY FINANCIAL ANALYSIS Shopping Center Pro Forma Operating Statement Tenant Suite Total Rent 8100 8066 8210 8006 8090 8020 8032 8230 8220 8080 8076 900 800 700 600 500 200 100 8120 Pad 8054 8070 $437,750 440,206 584,750 217,025 153,648 139,565 163,855 37,777 35,539 105,892 29,470 22,332 24,311 22,121 23,296 26,808 66,711 81,976 96,835 65,000 81,614 74,312 $317,525 324,513 480,000 153,000 104,610 107,196 120,000 30,689 30,000 88,356 22,950 16,951 18,003 17,253 17,618 21,450 52,416 68,000 83,500 65,000 70,265 70,200 Pct Rent Reimbursements SF $120,225 115,693 104,750 64,025 49,038 32,369 43,855 6,188 5,539 17,536 5,051 5,381 6,308 4,868 5,678 5,358 14,295 13,976 13,335 0 11,349 4,112 34,327 31,815 30,000 18,000 12,680 8,933 11,970 1,689 1,500 4,776 1,275 1,340 1,540 1,215 1,215 1,300 3,690 4,000 3,396 3,250 2,990 1,136 Revenues * * * * * Marshalls Ross Dress for Less Best Buy Factory 2-U Melrose Family Fashions Anna's Linens Shoe Carnival Sally Beauty Supply H&R Block Ashley Stewart Baskin Robbins LA Nails Nationwide FJ Florist Ronnie's Trophy Bowling Advance America Rent A Center CiCi's Pizza Chase Bank McDonalds Ruchi's Taqueria Loan Star Title Loans 900 1,469 Lease Up 0 0 0 0 0 Total Property $2,930,793 $2,279,495 $2,369 $648,929 182,037 Add: Sign Rent Less: General Vacancy 5.0% Effective Revenue $2,866,080 Reimbursable Operating Expenses CAM Property Tax Insurance Management Fee 3.00% Total Reimbursable Operating Expenses Non-Reimbursable Expenses Capital Reserve Total Non-Reimbursable Expenses Total Expenses $600 -$65,313 * Excluding Majors $247,000 316,445 72,000 85,982 721,427 $0.15 27,306 $27,306 $748,733 Net Operating Income $2,117,347 Debt Service -$1,087,745 Net Cash Flow $1,029,603 This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 33 SOUTHWAY FINANCIAL ANALYSIS Shopping Center Argus Projections Year 2 Sep-2012 Year 3 Sep-2013 Year 4 Sep-2014 Year 5 Sep-2015 Year 6 Sep-2016 Year 7 Sep-2017 Year 8 Sep-2018 Year 9 Sep-2019 Year 10 Sep-2020 Year 11 Sep-2021 $2,277,908 $2,315,200 (3,754) $2,343,791 (13,177) $2,401,810 (44,766) $2,435,045 (53,138) $2,516,766 (62,554) $2,653,287 (62,783) $2,710,443 (15,117) $2,748,205 (24,040) $2,768,571 (15,657) $2,792,227 (16,248) 2,277,908 2,369 648,929 600 2,311,446 4,165 659,547 600 2,330,614 6,013 675,373 600 2,357,044 8,285 686,538 600 2,381,907 11,157 711,188 600 2,454,212 10,760 724,725 600 2,590,504 11,601 746,890 600 2,695,326 13,744 780,850 600 2,724,165 10,487 801,845 600 2,752,914 12,934 827,255 600 2,775,979 13,180 852,511 600 Total Potential Gross Revenue General Vacancy 2,929,806 (66,046) 2,975,758 (63,478) 3,012,600 (55,181) 3,052,467 (25,910) 3,104,852 (19,752) 3,190,297 (13,816) 3,349,595 (19,890) 3,490,520 (70,991) 3,537,097 (63,507) 3,593,703 (73,387) 3,642,270 (74,056) Effective Gross Revenue 2,863,760 2,912,280 2,957,419 3,026,557 3,085,100 3,176,481 3,329,705 3,419,529 3,473,590 3,520,316 3,568,214 180,000 18,000 4,000 42,000 3,000 72,000 316,445 85,913 185,400 18,540 4,120 43,260 3,090 74,160 325,938 87,368 190,962 19,096 4,244 44,558 3,183 76,385 335,717 88,723 196,691 19,669 4,371 45,895 3,278 78,676 345,788 90,797 202,592 20,259 4,502 47,271 3,377 81,037 356,162 92,553 208,669 20,867 4,637 48,690 3,478 83,468 366,846 95,294 214,929 21,493 4,776 50,150 3,582 85,972 377,852 99,891 221,377 22,138 4,919 51,655 3,690 88,551 389,187 102,586 228,019 22,802 5,067 53,204 3,800 91,207 400,863 104,208 234,859 23,486 5,219 54,800 3,914 93,944 412,889 105,609 241,905 24,190 5,376 56,444 4,032 96,762 425,276 107,046 For the Years Ending Potential Gross Revenue Base Rental Revenue Absorption & Turnover Vacancy Scheduled Base Rental Revenue Retail Sales Percent Revenue Expense Reimbursement Revenue Sign Rent Operating Expenses Common Area Maint Roof Other Structural Electricity Water - Irrigation Insurance Property Tax Management Fee Total Operating Expenses Net Operating Income Leasing & Capital Costs Tenant Improvements Leasing Commissions CapEx Reserve Total Leasing & Capital Costs Cash Flow Before Debt Service Debt Service Interest Payments Principal Payments Total Debt Service Cash Flow After Debt Service But Before Taxes Year 1 Sep-2011 721,358 741,876 762,868 785,165 807,753 831,949 858,645 884,103 909,170 934,720 961,031 2,142,402 2,170,404 2,194,551 2,241,392 2,277,347 2,344,532 2,471,060 2,535,426 2,564,420 2,585,596 2,607,183 27,306 9,073 5,068 28,125 31,843 17,789 28,968 44,434 96,142 29,838 12,568 54,293 30,733 70,490 180,591 31,655 92,215 122,700 32,604 36,157 20,198 33,582 44,495 36,243 34,590 37,838 21,137 35,628 27,428 15,322 36,696 27,306 42,266 78,600 170,414 97,594 282,736 247,519 89,937 115,328 94,603 79,446 2,115,096 2,128,138 2,115,951 2,070,978 2,179,753 2,061,796 2,223,541 2,445,489 2,449,092 2,490,993 2,527,737 846,778 240,967 831,406 256,339 815,053 272,692 797,658 290,087 779,152 308,593 759,466 328,279 738,525 349,220 716,247 371,498 692,548 395,197 667,337 420,407 640,519 447,226 1,087,745 1,087,745 1,087,745 1,087,745 1,087,745 1,087,745 1,087,745 1,087,745 1,087,745 1,087,744 1,087,745 $1,027,351 $1,040,393 $1,028,206 $983,233 $1,092,008 $974,051 $1,135,796 $1,357,744 $1,361,347 $1,403,249 $1,439,992 This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 34 SOUTHWAY FINANCIAL ANALYSIS Shopping Center Assumptions Analysis begins October 1, 2010 Annual inflation Management Fee Capital Reserve 3.00% 3.00% $0.15 Lease Rates: Anchor Inline Pad Inline Low Year 1 $12.00 $18.00 $24.00 $15.50 Year 2 $12.36 $18.54 $24.72 $15.97 Tenant Improvements: Inline Space Anchor Space New $8.00 $5.00 Renew $3.00 $0.00 Leasing Commissions: All Space New 6.0% Renew 4.0% Lease-up: Anchor Inline Total General Vacancy Turnover Anchor Inline Pad Year 3 $12.73 $19.10 $25.46 $16.44 SF Rate Rent 0 $12.00 $0 0 $18.00 $0 0 $0 5.00% * Excluding Majors Months Vacant 6 6 6 Percent Renew 75% 75% 75% increase 3% per year after Year 3 increase 3% per year after Year 3 increase 3% per year after Year 3 increase 3% per year after Year 3 TI $0 $0 $0 Comm $0 $0 $0 Term in Years 10 5 5 This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 35 SOUTHWAY FINANCIAL ANALYSIS Shopping Center Historical Operating Expenses Projected Model YTD Ann. 2010 Actual 2009 Actual 2008 Common Area Maintenance Taxes Insurance Management Fees $247,000 $316,445 $72,000 $85,982 $223,191 $372,000 $49,992 $82,599 $250,455 $435,742 $71,920 $86,953 $266,185 $246,000 $72,000 $79,258 Total $721,427 $727,782 $845,070 $663,443 Tax per HCAD 2010 assessed values at 2009 rates This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 36 SOUTHWAY FINANCIAL ANALYSIS Shopping Center Existing Debt Summary Terms Original Lender Lehman Brothers Bank FSB Current Lender Wells Fargo Original Loan Amount $14,800,000.00 Date June 30, 2004 Balance as of 8/23/10 $13,865,186 Interest Rate 6.2% Maturity Date July 11, 2014 Monthly P&I $90,645.41 Assumption Fee 0.5% first transfer; 1% second, third and fourth transfers First transferee can add mezzanine debt up to 90% of current value. Paragraph 8.3 (D). This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 37 MARKET AREA OVERVIEW SOUTHWAY Shopping Center Houston Metro Overview Houston, the fourth most populous city in the United States, is the largest city in the south and southwest regions. According to the U.S. Bureau of Census, the Greater Houston CMSA contains a population of 5.54 million people. Houston is located in the northern portion of the Gulf Coastal plains, a 40 to 50 mile swath along the Texas Gulf Coast. The city is virtually on an entire coastal plain with the northern and eastern parts of the city extending into the pine forests of East Texas. The population of Houston’s seven-county CMSA is projected to increase by an additional 1.48 million people through the year 2010, according to a task force working for the Houston-Galveston Area Council (HGAC). Employment in the area encompassing Harris, Fort Bend, Brazoria, Galveston, Liberty, Montgomery and Waller Counties is projected to increase from 1.5 million employed in 1980 to 2.4 million in 2010, an increase of more than 60 percent. Houston Metro Economy According to the latest estimates from the Texas Workforce Commission, the 10-county Houston-Sugar Land-Baytown Metropolitan Statistical Area lost 76,700 jobs from September 2008 to September 2009, representing a 3 percent decline on a year-over-year basis. The forecast for the remainder of 2009 will be more of the same as businesses remain cautious in their operational decisions. According to Dr. Barton Smith, the Houston market will see job losses throughout 2009 before bouncing back slightly in 2010. Over the longer term, Houston’s formidable economic and demographic fundamentals bode well for the market as strong population growth and steady economic performance will position Houston to benefit from the pending recovery. Despite the ongoing recession, some of Metro Houston’s core industries continue to perform well. Houston’s medical sector continues to expand across the region, adding new facilities and jobs. The August estimates show continued strength in some well-paid industries, with year-over-year growth of 4.2 percent in oil and gas extraction, 2 percent in computer systems design and related services, 2.7 percent in educational services, and 1.4 percent in Health Care and Social Assistance. This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 38 SOUTHWAY MARKET AREA OVERVIEW Shopping Center Houston Employment Diversity Substantial structural alteration in Houston’s economy over the past 25 years has reduced Houston’s vulnerability to downturns in upstream energy, which nonetheless continues to influence Houston far more than it does the nation as a whole. The Energy Industry Houston is still considered the Energy Capital of the World. This energy base is fully diversified among energy industries, including upstream energy (oil and gas exploration and production, oilfield equipment manufacturing), downstream energy (refining and petrochemicals), distribution (wholesaling, pipeline transportation), and energy trading. According to the Greater Houston Partnership, 48 percent of the region’s economic base employment, or sectors of the local economy that export goods and services outside the region, is related to energy. More than 3,000 energy-related establishments are located within the Houston Metropolitan Statistical Area, including more than 500 exploration and production firms, more than 150 pipeline transportation establishments and hundreds of manufacturers and wholesalers of energy sector products. Ten of the 25 largest publicly traded oil and gas exploration and production firms are headquartered in Houston. The logistics for moving much of the nation’s petroleum and natural gas across the country are controlled from Houston. Fifteen of the nation’s top 20 natural gas transmission companies have corporate or divisional headquarters or ownership interests in Houston, controlling 79.5 percent of U.S. capacity. Some of the larger energy employers include: ExxonMobil Chevron/Texaco BP Duke Energy Dynegy Williams Schlumberger Shell Conoco Anadarko El Paso Reliant Halliburton Global Santa Fe Texas Medical Center (TMC) The Texas Medical Center collectively makes up the city’s largest employer with nearly 73,000 total employees (includes 8,800 staff in part-time and contract positions; not included are approximately 10,000 professionals and support personnel who work in adjacent professional buildings). Situated due south of the Central Business District along Main Street, the Medical Center is an immense complex of more than 100 facilities sitting on more than 1,000 acres between U.S. Highway 59 and State Highway 288, just south of Hermann Park. The world famous Texas Medical center is largest of its kind in the world, and is home to 46 nonprofit and government institutions, including 13 teaching hospitals, two medical schools, four colleges of nursing, a dental college, a college of pharmacy and a college of optometry. Altogether 5.5 million patients visit them each year with MD Anderson Cancer Center, Methodist Hospital and The Texas Heart Institute comprising the core of the Texas Medical Center. This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 39 MARKET AREA OVERVIEW SOUTHWAY Shopping Center NASA Johnson Space Center Located 25 miles from downtown Houston, the $1.5 billion Johnson Space Center complex, established in 1961, occupies 1,620 acres. One of NASA’s largest research and development facilities, Johnson Space Center manages the design, development and assembly of the International Space Station, manages the Space Shuttle program, serves as NASA’s lead center for life sciences research and application, selects and trains astronauts, controls manned space craft and oversees many medical, scientific and engineering experiments conducted aboard the space shuttle. Houston’s Johnson Space Center employs approximately 13,000 engineers, scientists and administrative personnel. Mobility Houston’s infrastructure is supported by three airports which combine to form the fourth largest airport system in the United States and the sixth largest airport system in the world. A network of interstate highways and rail connections link Houston with inland markets while two major railroads and approximately 150 trucking lines connect the Port of Houston to the continental United States, Mexico and Canada. Houston Airport System Houston has one of the busiest, yet least congested airport systems in the United States. According to the Greater Houston Partnership, in terms of passenger volume, the Houston Airport System ranks as the fourth largest multiairport system nationally and sixth largest worldwide. The system comprises George Bush International Airport (IAH), William P. Hobby Airport (HOU) and Ellington Field (EFD). The Houston Airport System served 50.5 million passengers during the 12-months trailing December 2008 and is forecasted to reach 80 million passengers by 2020. Port of Houston In terms of tonnage, the Port of Houston in 2007 ranked as the world’s 16th largest port. In 2008, it ranked first in the United States in volume of foreign tonnage; in 2007, second in total tonnage, according to the Greater Houston Partnership. Among Gulf of Mexico ports, the Port of Houston is the leader in containerized cargo. In 2008, it handled more than 1.79 million TEUs (20-foot equivalent units), and is ranked as the seventh largest container port in the U.S. The port is a 25-mile complex of diversified public and private facilities just a few hours sailing time from the Gulf of Mexico, linked to the continental United States, Mexico and Canada by two major railroads and 150 trucking lines. This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 40 MARKET AREA OVERVIEW SOUTHWAY Shopping Center Rail Houston is one of the nation’s busiest rail centers, with more than 700,000 rail cars arriving in or departing from the port city each year. Shippers have access to all major U.S. cities in the West via direct lines and in the East via connections in St. Louis, Kansas City, Memphis, New Orleans or Chicago. Service is available to all Port of Houston Authority facilities as well as more than 150 industries along the Houston Ship Channel. The rail system is further integrated with the local trucking industry via six intermodal terminals, the local highway system, Houston’s three major airports, and the barge system on the Gulf Intracoastal Waterway. Houston Life and Entertainment Houston has more than 650 city and county parks with all sorts of amenities including walking trails, playgrounds, pools, dog parks and community centers coupled with three new, high-tech sports arenas, home to the Astros (baseball), the Rockets (basketball), and the Texans (football). Houston’s weather is a fantastic mix of sunshine and more sunshine. The region averages 59% of possible sunshine annually, ranging from 45% in January to 70% in July. The average annual temperature 69.9 degrees, with highs in the summer averaging 84 degrees and winter lows averaging about 50 degrees. Arts and Entertainment Houston has one of the country’s largest concentrations of seats within its theater districts. Hailed by the New York Times as “one of the nation’s best ballet companies,” the Houston ballet is the fifth-largest company in the United States. The Houston Museum District, located 15 minutes from Downtown is the fourth-largest in the United States and is home to such venues as the Museum of Fine Arts, Houston; the Buffalo Soldiers Museum; and the Houston Children’s Museum. There’s also the Houston Museum of Natural Science, the Holocaust Museum Houston, the Contemporary Arts Museum and the Menil Collection. Sports and Recreational Activities Sports are a year-round pastime in the Bayou City. Spring has Houstonians catching Astros fever, which lasts all through the summer. Fall brings the Texans’ first kickoff and the Aeros’ first face off. Winter has the Comets and Rockets hitting the court. The region’s more than 650 parks provide ample space for your hiking and biking needs. The Houston Parks and Recreation Department maintains more 380 miles of hike-and-bike trails, on-street bike lanes and street bike routes. Home to the Shell Houston Open, Houston’s golf scene is nationally known for being one of the best. Across the region are a variety of municipal and private courses that aim to challenge your game, no matter your playing level. The region has more than 130 golf courses, about half of which are public. Head south of the Houston city limits to enjoy the sand and surf. Galveston is the region’s beach playground and when you’re finished with riding the waves and soaking up rays, the city has shops, restaurants and recreation opportunities galore. This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 41 SOUTHWAY APPENDIX Shopping Center SALE/LEASE AMERICANS WITH DISABILITIES ACT, HAZARDOUS MATERIALS AND TAX DISCLOSURE Re: Southway Shopping Center Houston, Texas Transaction Service Professional: Grubb & Ellis Company / George Cushing Representing Seller The Americans With Disabilities Act is intended to make many business establishments equally accessible to persons with a variety of disabilities; modifications to real property may be required. State and local laws also may mandate changes. The real estate brokers in this transaction are not qualified to advise you as to what, if any, changes may be required now, or in the future. Owners and tenants should consult the attorneys and qualified design professionals of their choice for information regarding these matters. Real estate brokers cannot determine which attorneys or design professionals have the appropriate expertise in this area. Various construction materials may contain items that have been or may be in the future be determined to be hazardous (toxic) or undesirable and may need to be specifically treated/handled or removed. For example, some transformers and other electrical components contain PCB's, and asbestos has been used in components such as fire-proofing, heating and cooling systems, air duct insulation, spray-on and tile acoustical materials, linoleum, floor tiles, roofing, dry wall and plaster. Due to prior or current uses of the Property or in the area, the Property may have hazardous or undesirable metals (including lead-based paint), minerals, chemicals, hydrocarbons, or biological or radioactive items (including electric and magnetic fields) in soils, water, building components, above or below-ground containers or elsewhere in areas that mayor may not be accessible or noticeable. Such items may leak or otherwise be released. Real estate brokers have no expertise in the detection or correction of hazardous or undesirable items. Expert inspections are necessary. Current or future laws may require clean up by past, present and/or future owners and/or operators. It is the responsibility of the Seller/Lessor and Buyer/Tenant to retain qualified experts to detect and correct such matters and to consult with legal counsel of their choice to determine what provisions, if any, they may wish to include in transaction documents regarding the Property. Sale, lease and other transactions can have local, state and federal tax consequences for the seller/lessor and/or buyer/tenant. In the event of a sale, Internal Revenue Code Section 1445 requires that all buyers of an interest in any real property located in the United States must withhold and pay over to the Internal Revenue Service (IRS) an amount equal to ten percent (10%) of the gross sales price within ten (10) days of the date of the sale unless the buyer can adequately establish that the seller was not a foreigner, generally by having the seller sign a Non-Foreign Seller Certificate. Note that depending upon the structure of the transaction, the tax withholding liability could exceed the net cash proceeds to be paid to the seller at closing. Consult your tax and legal advisor. Real estate brokers are not qualified to give legal or tax advice or to determine whether any other person is properly qualified to provide legal or tax advice. SELLER/LESSOR BUYER/LESSEE Entity Name: Entity Name: By: By: Title: Title: Date: Date: This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 42 SOUTHWAY APPENDIX Shopping Center Information on Agency Relationships What to Know Before Working with a Real Estate Broker Re: Southway Shopping Center Houston, Texas Transaction Service Professional: Before working with a real estate broker, you should know that the duties of a broker depend on whom the broker represents. If you are a prospective seller or landlord (owner) or a prospective buyer or tenant (buyer), you should know that the broker who lists the property for sale or lease is the owner’s agent. A broker who acts as a subagent represents the owner in cooperation with the listing broker. A broker who acts as a buyer’s agent represents the buyer. A broker may act as an intermediary between the parties if the parties consent in writing. A broker can assist you in locating a property, preparing a contract or lease, or obtaining financing without representing you. A broker is obligated by law to treat you honestly. IF THE BROKER REPRESENTS THE OWNER: The broker becomes the owner’s agent by entering into an agreement with the owner, usually through a written listing agreement or by agreeing to act as a subagent by accepting an offer of subagency from the listing broker. A subagent may work in a different real estate office. A listing broker or subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. The buyer should not tell the owner’s agent anything the buyer would not want the owner to know because an owner’s agent must disclose to the owner any material information known to the agent. IF THE BROKER REPRESENTS THE BUYER: The broker becomes the buyer’s agent by entering into an agreement to represent the buyer, usually through a written buyer representation agreement. A buyer’s agent can assist the owner but does not represent the owner and must place the interests of the buyer first. The owner should not tell a buyer’s agent anything the owner would not want the buyer to know because a buyer’s agent must disclose to the buyer any material information known to the agent. IF THE BROKER ACTS AS AN INTERMEDIARY: A broker may act as an intermediary between the parties if the broker complies with The Texas Real Estate License Act. The broker must obtain the written consent of each party to the transaction to act as an intermediary. The written consent must state who Grubb & Ellis Company / George Cushing Representing Owner will pay the broker and, in conspicuous bold or underlined print, set forth the broker’s obligations as an intermediary. The broker is required to treat each party honestly and fairly and to comply with The Texas Real Estate License Act. A broker who acts as an intermediary in a transaction: (1) shall treat all parties honestly; (2) may not disclose that the owner will accept a price less than the asking price unless authorized in writing to do so by the owner; (3) may not disclose that the buyer will pay a price greater than the price submitted in a written offer unless authorized in writing to do so by the buyer; and (4) may not disclose any confidential information or any information that a party specifically instructs the broker in writing not to disclose unless authorized in writing to disclose the information or required to do so by The Texas Real Estate License Act or a court order or if the information materially relates to the condition of the property. With the parties’ consent, a broker acting as an intermediary between the parties may appoint a person who is licensed under The Texas Real Estate License Act and associated with the broker to communicate with and carry out instruction of one party and another person who is licensed under the Act and associated with the broker to communicate with and carry out instruction of the other party. If You Choose to Have a Broker Represent You, you should enter into a written agreement with the broker that clearly establishes the broker’s obligations and your obligations. The agreement should state how and by whom the broker will be paid. You have the right to choose the type of representation, if any, you wish to receive. Your payment of a fee to a broker does not necessarily establish that the broker represents you. If you have any questions regarding the duties and responsibilities of the broker, you should resolve those questions before proceeding. Broker asks that you acknowledge receipt of this information on agency relationships for broker’s records. Seller/Landlord/Lessor Date Purchaser/Tenant/Lessee Date This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 43 SOUTHWAY APPENDIX Shopping Center Confidential Memorandum and Disclaimer Grubb & Ellis Company (“Agent”) has been engaged as the exclusive agent for the sale of Southway Shopping Center located in Houston, Texas, (the “Property”). The Property is being offered for sale in an “as-is, where-is” condition and Seller and Agent make no representations or warranties as to the accuracy of the information contained in this Offering Memorandum. The enclosed materials include highly confidential information and are being furnished solely for the purpose of review by prospective purchasers of the interest described herein. Neither the enclosed materials nor any information contained herein is to be used for any other purpose or made available to any other person without the express written consent of the Seller. Each recipient, as a prerequisite to receiving the enclosed, should be registered with Grubb & Ellis Company as a “Registered Potential Investor” or as “Buyer’s Agent” for an identified “Registered Potential Investor”. The use of this Offering Memorandum and the information provided herein is subject to the terms, provisions and limitations of the confidentiality agreement furnished by Agent prior to delivery of this Offering Memorandum. The enclosed materials are being provided solely to facilitate the prospective investor’s own due diligence for which it shall be fully and solely responsible. The material contained herein is based on information and sources deemed to be reliable, but no representation or warranty, express or implied, is being made by Agent or Seller or any of their respective representatives, affiliates, officers, employees, shareholders, partners and directors, as to the accuracy or completeness of the information contained herein. Summaries contained herein of any legal or other documents are not intended to be comprehensive statements of the terms of such documents, but rather only outlines of some of the principal provisions contained therein. Neither the Agent or the Seller shall have any liability whatsoever for the accuracy or completeness of the information contained herein or any other written or oral communication or information transmitted or make available or any action taken or decision made by the recipient with respect to the Property. Interested parties are to make their own investigations, projections and conclusions without reliance upon the material contained herein. Seller reserves the right, at its sole and absolute discretion, to withdraw the Property from being marketed for sale at any time and for any reason. Seller and Agent each expressly reserves the right, at their sole and absolute discretion, to reject any and all expressions of interest or offers regarding the Property and/or to terminate discussions with any entity at any time, with or without notice. This offering is made subject to omissions, correction of errors, change of price or other terms, prior sale or withdrawal from the market without notice. Agent is not authorized to make any representations or agreements on behalf of Seller. Seller shall have no legal commitment or obligation to any interested party reviewing the enclosed materials, performing additional investigation and/or making an offer to purchase the Property unless and until a binding written agreement for the purchase of the Property has been fully executed, delivered, and approved by owner and any conditions to owner’s obligations therein have been satisfied or waived. By taking possession of and reviewing the information contained herein, the recipient agrees that (a) the enclosed materials and their contents are of a highly confidential nature and will be held and treated in the strictest confidence and shall be returned to Agent or Seller promptly upon request; and (b) the recipient shall not contact employees or tenants of the Property directly or indirectly regarding any aspect of the enclosed materials or the Property without the prior written approval of the Seller or Agent; and (c) no portion of the enclosed materials may be copied or otherwise reproduced without the prior written authorization of Seller or Agent or as otherwise provided in the Confidentiality and/or Registration Agreement executed and delivered by the recipient(s) to Grubb & Ellis Company. This information has been secured from sources we believe to be reliable but we make no representations, warranties, expressed or implied, as to the accuracy of the information. Buyer must verify the information and bears all risk for inaccuracies. 44 Grubb & Ellis Company 1330 Post Oak Blvd. Suite 1400 Houston, Texas 77056 www.grubb-ellis.com SOUTHWAY Shop p ing Center