Loan Restructure Proposal
Transcription
Loan Restructure Proposal
LOAN RESTRUCTURE PROPOSAL Community Shopping Center Metropolis, Maryland Retail Leasing I Management I Development TABLE OF CONTENTS Loan Restructure Proposal Example 1. Loan Restructure Proposal 2. Property Valuation Analysis 3. Loan Exit Analysis & Strategy Sample Exhibits A. Property Valuation B. Five-Year Proforma & Cash Requirements C. Management & Development Summary D. Market & Leasing Summary E. Sponsor Section One LOAN RESTRUCTURE SUMMARY Loan Restructure Proposal Based on our current operations and feedback from the brokerage community, the projected current “As Is” valuation of the project is approximately $11.7MM based on a $1.1MM NOI and a 10% capitalization rate. The ownership Joint Venture (“JV”) is proposing a structure that will facilitate a greater repayment of the existing debt and also provide the opportunity to recover the additional equity required to stabilize the asset and a portion of the original equity. The framework for the equity infusion involves a restructure of the debt based on the current valuation and supportable debt load. The following are the key components of the proposal: 1. Reset debt principal to $16,000,000 (“Senior Debt”). Notwithstanding that the value is 11.7MM; the JV is prepared to accept the higher principal indebtedness. The balance of the current debt of $9,540,000 (“B Note”) will be paid in accordance with the modification waterfall. 2. Loan extension of 36 months from existing maturity in 2011. 3. JV to provide Special Servicer with $1.2MM. Funds will be held in reserve with the lender and will be used to cover tenant improvements and leasing commissions projected to stabilize the project during the hold period (“New Equity”). 4. Lender will hold the interest rate at 6.75% and the loan will remain interest only for extended term. 5. Forgiveness of default interest. 6. Any cash flow after operations and debt service to be held by Lender and will be used to cover loan restructure costs including appraisal and reasonable legal fees. Remaining cash reserves will be paid out in accordance with the modification waterfall. 7. Sales proceeds split 70% to JV and 30% to Lender after repayment of Senior Debt and New Equity. 8. No Pre-payment fee. Based on these new loan terms, the JV will provide the Lender with $1,200,000 of new capital and a much larger recovery of principal. The goal of the JV is to lease up the project to 95% occupancy by year 4 and then place the asset for sale. The excess cash flow accumulated during the hold period will be split 80% to a reserve account and 20% to cover excess tenant improvement, leasing commissions, and necessary capital improvements that are in excess of the Lender held reserves (including the $1.2MM New Equity infusion). The 80% portion of the operating cash flow will be applied upon sale first to the repayment of the $1.2MM New Equity infused by the JV and then second to the Lender’s B Note only in the event that the Senior Debt amount of $16MM is paid in full through the sale proceeds. The remaining excess cash flow will then be split 70% to the JV and $30% to the Lender. With the restructure of the debt and the cash reserves to cover necessary capital costs to secure tenancy, the JV will have the opportunity that many other shopping center owners do not have in this climate. This proposal is advantageous to all parties and will maximize the recovery for all involved. The $1.2MM in new capital will support the releasing costs required to re-stabilize the asset and, based on our projections for leasing and operations, will place the asset in a position to sell in 2014. The following pages detail the loan restructure and the exit strategy which is outlined above. In addition, the attached highlights the impact of cap rates on the recovery percentage for the Lender. Section Two PROPERTY VALUATION ANALYSIS Shopping Center Loan Restructure Loan Analysis In Place NOI (Per Attached Analysis) Interest Rate Debt Service Coverage Ratio Supportable Debt Service @ 1.10 DSCR (Rounded) $1,177,831 6.75% 1.10 Current Debt Unsupportable Debt (B Note) New Annual Debt Service - Senior Debt New Debt Yield - Senior Debt (NOI / Supportable Debt) New Loan To Value (Based on a NOI at 10% Cap Rate) P:\Departments\Marketing\ICSC\2010 Speaches\Distressed Asset Conference\Financial Files\Loan Restructure - Example $16,000,000 $25,540,000 $9,540,000 $1,095,000 7.36% 135.84% 3/17/2010 4:33 PM Shopping Center Property Valuation Analysis Net Operating Income 12/31/09 Adjusted "As Is" REVENUE Base Rental Revenge Percentage Rent Common Area Maintenance & Insurance Real Estate Taxes Water Advertising & Promotion - Tenant Contributions Other Income TOTAL POTENTIAL GROSS REVENUE 1,474,089 88,815 263,714 168,880 28,782 15,553 8,980 2,048,813 OPERATING EXPENSES Common Area Maintenance Real Estate Taxes Insurance General and Administration TOTAL OPERATING EXPENSES (1) (1) (1) (1) 315,944 (2) 307,796 22,985 224,258 870,982 2009 NET OPERATING INCOME 1,177,831 VALUATION Low 1,177,831 10.25% 11,491,034 Net Operating Income Capitalization Rates Valuation NOTES (1) Income Adjustments Tenant A Tenant B Tenant C Tenant D Tenant E Tenant F Tenant G Total Income Adjustments Min Rnt Cam (10,245) (11,369) (10,881) (7,748) (8,740) (100,576) 97,500 (52,059) (2,087) (4,183) (1,928) (1,385) (1,105) (27,261) 28,114 (9,833) Medium 1,177,831 10.00% 11,778,310 Taxes (963) (1,859) (821) (745) (501) (14,717) 34,559 14,952 High 1,177,831 9.75% 12,080,318 Water/Other (1,691) (825) (541) (1,524) (465) (2,939) 0 (7,983) Total (14,986) (18,236) (14,170) (11,401) (10,811) (145,492) 160,173 (54,923) (2) Common Area Maintenance Expense CAM Expense Per Operating Statement - Cash Basis Accounts Payable Non Operating Accounts Payable Total Adjusted CAM 201,416 186,867 (72,339) 315,944 P:\Departments\Marketing\ICSC\2010 Speaches\Distressed Asset Conference\Financial Files\Shopping Center Valuation - Example 3/17/2010 4:37 PM Section Three Loan Exit Analysis Exit Analysis and Strategy The JV is proposing to use the additional time and proceeds to manage and lease the project to a stabilized level and then to sell the asset at a time when the capital markets and macro economy have returned to a more rational level. The plan is to lease up the material vacancies by targeting complementary tenants that will drive traffic and then seek to replace/upgrade vulnerable tenants to ensure the property operations can support the full repayment of the restructured debt and return a portion of the B Note while returning the JV’s new equity and a portion of the original equity. In anticipation of tenant collection issues and failures at the property brought on by the recession, The Rappaport Companies (“TRC”) was proactive in its efforts to bring in replacement tenants to fill some of this vacancy. TRC also pursued additional value add strategies including reviewing all expansion/addition opportunities and potential new ingress/egress opportunities. TRC viewed the vacancy as an opportunity to reenergize the center by attracting national credit tenants and encouraging some of the stronger tenants at the center to expand. The new/expanded tenancy provides an opportunity to attract complimentary users that will not only drive traffic to the center but will also redefine /distinguish the center in the submarket. The following is a brief summary of the material leases that were addressed by TRC: Discount Fashion Store: With HouseWears store vacating 30,000 square feet through bankruptcy, there was an opportunity to upgrade the tenant mix and strengthen the revenue stream. HouseWears was paying an extremely low Gross rental rate and TRC was able to get Discount Fashion Store to take 50% of the space at a rate that covered 100% of the rents of the prior tenant with minimal landlord work. The Discount Fashion Store lease was executed in the summer of 2009 and they opened shortly thereafter. The balance of the Discount Fashion Store space presents an excellent opportunity to attract a national credit tenant as a complementary user. We are currently negotiating with two complementary businesses for the balance of the space. National American Restaurant: This space was previously occupied by a nightclub that attracted a problem crowd. Ultimately, they went out of business. TRC negotiated with a National American Restaurant Franchisee for a period of 24 months and finally got them to commit to the center. TRC used its experience and relationship to get the tenant to execute a lease that will involve the tenant committing over a million dollars of its own capital to renovate and enhance the building. The material capital investment by the tenant helps the JV save valuable capital reserves for use with other key vacancies. In addition, a tenant such as National American Restaurant will be a tremendous draw for the shopping center. Wireless Retailer: We signed a lease in 2009 for 1,500 square feet at $25.00 per square foot NNN. Although Wireless Retailer is a fairly new player in the wireless business, they will generate strong traffic and compete soundly in the market with their growing brand recognition. Gaming Store: We signed a lease in 2009 for 2,0005 square feet at $25.00 per square foot NNN. This is a strong national tenant and, as with Wireless Retailer, will be a positive impact to the overall traffic counts as well as the overall image of the center. Regional Gym: We are currently negotiating with large health club at a strong rent with no capital contribution by the Landlord. This deal will hopefully be completed in the next thirty days and will add significant vibrancy to the tenant mix. This deal will continue the leasing velocity at the center as well as contribute significantly to the value of the center. With these new tenants and the exposure of the national brands, TRC will continue to aggressively pursue national, local and “mom & pop” tenants through its extensive relationships in the industry (via critical ICSC involvement and relationships, strong tenant representation work and massive existing portfolio of tenants). TRC is in current discussions with multiple national and local tenants which have strong probabilities of making it to lease execution. We are capitalizing on the current leasing momentum while drawing from our re-merchandising plan to fill the remaining 15,000 sf of the HouseWears space with a complementary tenant to Discount Fashion Store. The following page is an analysis of a projected sale and demonstrates the proposed waterfall structure. Shopping Center Exit Analysis Projected Sale Pro Forma NOI 2014 Exit Cap Rate Exit Valuation/Projected Gross Sales Proceeds Less Cost of Sale Other Costs Total Cost of Sale $1,929,041 9% $21,433,793 2.00% $428,676 $0 $428,676 Net Proceeds from Sale $21,005,117 Senior Debt Repayment $16,000,000 New Equity Repayment $1,200,000 Balance of Sales Proceeds to be Distributed $3,805,117 Lender Analysis Senior Debt Repayment BN Note t ($9,540,000) ($9 540 000) Repayment R t Excess Cash Flow 2010 thru 2014 (80%) 30% of Sales Proceeds Total B Note Repayment $3,238,690 33.9% $2,097,154 $1,141,535 Total Debt Repayment $19,238,690 Recovery Percentage on Total Debt Recovery Sensitivity Analysis CAP Rate Reovery Percentage on Original Debt $16,000,000 Recovery Percentage 100.0% 75.33% 8% 78.41% 10% 72.86% 11% 70.86% Borrower / JV Analysis 70% of Sales Proceeds Recovery Percentage on Initial Equity (Not including new 1.2MM) (Assumes Initial Equity Investment of $6,660,000) P:\Departments\Marketing\ICSC\2010 Speaches\Distressed Asset Conference\Financial Files\ Loan Restructure - Example $2,663,582 39.98% 3/25/2010 7:27 AM Sample Exhibits Sample Exhibits The following are sample exhibits used in a Loan Restructure Proposal book for presentation to the lender. The information included is not consistent with the shopping center case study featured in the proposal (Sections 1 to 3) and actually includes information from several different shopping centers. In the actual book, all the information would be relative to the distressed asset. Sample Exhibit A PROPERTY VALUATION Shopping Center Property Valuation Analysis Net Operating Income 12/31/09 Adjusted "As Is" REVENUE Base Rental Revenge Percentage Rent Common Area Maintenance & Insurance Real Estate Taxes Water Advertising & Promotion - Tenant Contributions Other Income TOTAL POTENTIAL GROSS REVENUE 1,474,089 88,815 263,714 168,880 28,782 15,553 8,980 2,048,813 OPERATING EXPENSES Common Area Maintenance Real Estate Taxes Insurance General and Administration TOTAL OPERATING EXPENSES (1) (1) (1) (1) 315,944 (2) 307,796 22,985 224,258 870,982 2009 NET OPERATING INCOME 1,177,831 VALUATION Low 1,177,831 10.25% 11,491,034 Net Operating Income Capitalization Rates Valuation NOTES (1) Income Adjustments Tenant A Tenant B Tenant C Tenant D Tenant E Tenant F Tenant G Total Income Adjustments Min Rnt (10,245) (11,369) (10,881) (7,748) (8,740) (100,576) 97,500 (52,059) Cam (2,087) (4,183) (1,928) (1,385) (1,105) (27,261) 28,114 (9,833) Medium 1,177,831 10.00% 11,778,310 Taxes (963) (1,859) (821) (745) (501) (14,717) 34,559 14,952 High 1,177,831 9.75% 12,080,318 Water/Other (1,691) (825) (541) (1,524) (465) (2,939) 0 (7,983) Total (14,986) (18,236) (14,170) (11,401) (10,811) (145,492) 160,173 (54,923) (2) Common Area Maintenance Expense CAM Expense Per Operating Statement Accounts Payable Non Operating Accounts Payable Total Adjusted CAM 201,416 186,867 (72,339) 315,944 P:\Departments\Marketing\ICSC\2010 Speaches\Distressed Asset Conference\Excel Files\Shopping Center Valuation - Example 3/11/2010 8:39 AM Supporting Financial Statement In this portion of the book, you should include a supporting financial statement for 2009 that ties to the Property Valuation Analysis you’re presenting. Accounts Payable Report Here, you should include a current Accounts Payable report, preferably ages, to tie to the Property Valuation Analysis you’re presenting. Sample Exhibit B Five-Year Proforma & Cash Requirements SAMPLE SHOPPING CENTER (DISTRESSED) Washington DC Schedule of Prospective Cash Flow - 5 Year Analysis For the period ending REVENUE Base Rental Revenue Absorption & Turnover Vacancy Rent Abatement Percentage Rent Common Area Maintenance Real Estate Taxes Insurance Management Fees Water Advertising & Promotions Interest Income TOTAL REVENUE Collection Loss / Additional Vacancy EFFECTIVE GROSS REVENUE LESS: OPERATING EXPENSES Common Area Maintenance Real Estate Taxes Insurance Management Fees G&A - Water G&A - Electricity Advertising & Promotions Legal & Accounting General & Administrative Partnership Supervisory Fee TOTAL OPERATING EXPENSES NET INCOME BEFORE DEBT SERVICE December 2010 5.00% 4.00% 1.00% 1,500,791 (3,120) (24,047) 86,586 246,977 183,464 12,860 29,338 45,674 20,527 0 2,099,048 (104,952) 1,994,096 349,019 291,166 25,712 79,763 45,794 4,017 20,527 17,374 7,110 19,941 860,424 1,133,672 December 2011 1,720,347 (9,843) (21,125) 86,586 286,272 216,652 15,822 47,477 47,042 21,143 0 2,410,373 (120,519) 2,289,854 338,111 299,900 26,482 91,594 47,167 4,137 21,143 17,895 7,322 22,898 876,650 1,413,204 December 2012 1,981,269 (65,057) 0 86,586 359,553 271,385 18,604 69,988 48,455 21,777 0 2,792,561 (139,628) 2,652,933 348,258 308,897 27,277 106,117 48,584 4,262 21,777 18,431 7,545 26,529 917,677 1,735,256 December 2013 2,080,426 (11,844) 0 86,586 398,984 298,335 20,462 85,760 49,910 22,430 0 3,031,049 (151,553) 2,879,495 358,703 318,165 28,096 115,180 50,039 4,390 22,430 18,985 7,768 28,794 952,550 1,926,945 December 2014 2,104,689 (33,642) 0 86,586 408,476 305,496 20,926 93,212 51,405 23,103 0 3,060,250 (153,012) 2,907,238 369,465 327,709 28,938 116,290 51,542 4,521 23,103 19,553 8,004 29,073 978,197 1,929,041 DEBT SERVICE (1) Interest Payments 6.750% Principal Payments (Interest Only) TOTAL DEBT SERVICE CASH FLOW AFTER DEBT SERVICE (1,095,000) 0 (1,095,000) 38,672 (1,095,000) 0 (1,095,000) 318,204 (1,098,000) 0 (1,098,000) 637,256 (1,095,000) 0 (1,095,000) 831,945 (1,095,000) 0 (1,095,000) 834,041 CAPITAL EXPENSES Capital Improvements Leasing Commissions Legal Leasing Tenant Improvements TOTAL CAPITAL EXPENSES CASH FLOW AFTER CAPITAL EXPENSES 0 (174,896) (20,085) (246,123) (441,103) (402,431) 0 (104,655) (20,688) (382,824) (508,166) (189,962) 0 (84,367) (21,309) (131,177) (236,853) 400,403 0 (16,037) (21,947) 0 (37,985) 793,960 0 (35,761) (22,605) 0 (58,366) 775,675 68.6% 77.0% 89.1% 93.9% 93.4% AVERAGE OCCUPANCY PERCENTAGE (1) Based on restructured loan of $16,000,000. P:\Departments\Development\RMC\Financial Analysis\Templates\PROFORMA - 5 Year Sample Center (Distressed) 8:57 AM3/11/2010 SAMPLE SHOPPING CENTER (DISTRESSED) Washington DC Tenant Improvement Tenant Retail Tenant Unit 1 Dec-2010 Dec-2011 Dec-2012 Dec-2013 Dec-2014 TOTAL 0 0 0 0 0 0 AVAILABLE RETAIL 02a 0 238,310 119,191 0 0 357,500 Retail Tenant 02b 0 0 0 0 0 0 Retail Tenant 3 0 0 0 0 0 0 Retail Tenant 4 0 0 0 0 0 0 Retail Tenant 5 0 0 0 0 0 0 Retail Tenant 6 0 0 0 0 0 0 AVAILABLE RETAIL 6 0 0 0 0 0 0 Retail Tenant 7 0 0 0 0 0 0 35,100 AVAILABLE RETAIL 7 0 35,100 0 0 0 Retail Tenant 8 0 0 0 0 0 0 AVAILABLE RETAIL 9 0 50,050 0 0 0 50,050 Retail Tenant 10 0 0 0 0 0 0 Retail Tenant 11 0 0 0 0 0 0 Retail Tenant 11 0 0 0 0 0 0 Retail Tenant 11 0 0 0 0 0 0 Retail Tenant 12 0 0 0 0 0 0 AVAILABLE RETAIL 13 0 0 0 0 0 0 Retail Tenant 14 0 0 0 0 0 0 Retail Tenant 16 0 0 0 0 0 0 Retail Tenant 16 0 0 0 0 0 0 Retail Tenant 16 0 0 0 0 0 0 Retail Tenant 17 0 0 0 0 0 0 AVAILABLE RETAIL 17 0 0 0 0 0 0 Retail Tenant 18 0 0 0 0 0 0 Retail Tenant 19 0 0 0 0 0 0 Retail Tenant 20 0 0 0 0 0 0 Retail Tenant 21 0 0 0 0 0 0 AVAILABLE RETAIL 21 5,850 0 0 0 0 5,850 Retail Tenant 22 0 0 0 0 0 0 Retail Tenant 22 0 0 0 0 0 0 Retail Tenant 23 0 0 0 0 0 0 Retail Tenant 24 0 0 0 0 0 0 Retail Tenant 25 0 0 0 0 0 0 Retail Tenant 26 0 0 0 0 0 0 AVAILABLE RETAIL 27 0 0 0 0 0 0 Retail Tenant 28 0 0 0 0 0 0 AVAILABLE RETAIL 28 7,638 0 0 0 0 7,638 Retail Tenant 29 0 0 0 0 0 0 Retail Tenant 29 0 0 0 0 0 0 Retail Tenant 30 0 0 0 0 0 0 Retail Tenant 31 0 0 0 0 0 0 AVAILABLE RETAIL 31 0 11,440 0 0 0 11,440 Retail Tenant 32 0 0 0 0 0 0 Retail Tenant 33 0 0 0 0 0 0 Retail Tenant 34 0 0 0 0 0 0 Retail Tenant 34 0 0 0 0 0 0 AVAILABLE RETAIL 35 0 24,408 0 0 0 24,408 P:\Departments\Development\RMC\Financial Analysis\Templates\PROFORMA - 5 Year Sample Center (Distressed) 3/11/20108:57 AM SAMPLE SHOPPING CENTER (DISTRESSED) Washington DC Tenant Improvement Tenant Dec-2010 Dec-2011 Dec-2012 Dec-2013 Dec-2014 Retail Tenant Unit 36 0 0 0 0 0 TOTAL 0 Retail Tenant 37 0 0 0 0 0 0 11,460 AVAILABLE RETAIL 37 0 11,460 0 0 0 Retail Tenant 38 0 0 0 0 0 0 AVAILABLE RETAIL 38 0 12,058 0 0 0 12,058 Retail Tenant 39 0 0 0 0 0 0 AVAILABLE RETAIL 39 0 0 11,986 0 0 11,986 Retail Tenant 40 0 0 0 0 0 0 AVAILABLE RETAIL 41 0 0 0 0 0 0 Retail Tenant 42 0 0 0 0 0 0 Retail Tenant 42 0 0 0 0 0 0 Retail Tenant 43 0 0 0 0 0 0 Retail Tenant 43 0 0 0 0 0 0 Retail Tenant 43 0 0 0 0 0 0 Retail Tenant 44 0 0 0 0 0 0 Retail Tenant 44 0 0 0 0 0 0 AVAILABLE RETAIL 45 121,713 0 0 0 0 121,713 Retail Tenant 46 0 0 0 0 0 0 Retail Tenant 46 0 0 0 0 0 0 Retail Tenant 47 0 0 0 0 0 0 Retail Tenant 47 0 0 0 0 0 0 Retail Tenant 48 110,923 0 0 0 0 110,923 246,123 382,824 131,177 0 0 760,123 TOTAL KEY Tenants with Tenant Improvements & Tenant Allowances during Analysis Period Tenants without Tenant Improvements & Tenant Allowances during Analysis Period P:\Departments\Development\RMC\Financial Analysis\Templates\PROFORMA - 5 Year Sample Center (Distressed) 3/11/20108:57 AM SAMPLE SHOPPING CENTER (DISTRESSED) Washington DC Leasing Commissions Tenant Retail Tenant Unit 1 Dec-2010 Dec-2011 Dec-2012 Dec-2013 Dec-2014 TOTAL 0 0 0 0 0 0 41,438 AVAILABLE RETAIL 02a 0 20,719 20,719 0 0 Retail Tenant 02b 0 0 0 0 0 0 Retail Tenant 3 0 7,225 0 0 0 7,225 Retail Tenant 4 0 0 0 5,382 0 5,382 Retail Tenant 5 0 0 0 4,899 0 4,899 Retail Tenant 6 0 0 0 0 0 0 AVAILABLE RETAIL 6 50,700 0 0 0 0 50,700 Retail Tenant 7 0 0 0 0 0 0 AVAILABLE RETAIL 7 5,591 5,591 0 0 0 11,181 Retail Tenant 8 0 9,220 0 0 0 9,220 AVAILABLE RETAIL 9 0 18,335 0 0 0 18,335 Retail Tenant 10 0 0 10,094 0 0 10,094 Retail Tenant 11 0 0 0 0 0 0 Retail Tenant 11 0 0 0 0 4,495 4,495 Retail Tenant 11 0 0 0 0 0 0 Retail Tenant 12 1,238 0 1,856 0 1,912 5,006 AVAILABLE RETAIL 13 0 0 0 0 0 0 Retail Tenant 14 1,076 0 1,615 0 1,663 4,354 Retail Tenant 16 0 0 0 0 0 0 Retail Tenant 16 0 0 0 0 0 0 Retail Tenant 16 0 0 0 0 0 0 Retail Tenant 17 0 0 0 0 0 0 AVAILABLE RETAIL 17 0 0 0 0 0 0 Retail Tenant 18 0 0 24,021 0 0 24,021 Retail Tenant 19 0 0 13,433 0 0 13,433 Retail Tenant 20 2,922 0 0 0 0 2,922 Retail Tenant 21 0 0 0 0 0 0 AVAILABLE RETAIL 21 4,659 0 0 0 0 4,659 Retail Tenant 22 0 0 0 0 0 0 Retail Tenant 22 0 0 0 3,835 0 3,835 Retail Tenant 23 0 0 0 0 5,891 5,891 Retail Tenant 24 0 0 0 0 0 0 Retail Tenant 25 0 0 3,628 0 0 3,628 Retail Tenant 26 0 0 0 0 3,320 3,320 AVAILABLE RETAIL 27 0 0 0 0 0 0 Retail Tenant 28 0 0 0 0 0 0 AVAILABLE RETAIL 28 5,717 0 0 0 0 5,717 Retail Tenant 29 0 0 0 0 0 0 Retail Tenant 29 0 1,866 0 0 0 1,866 Retail Tenant 30 0 0 0 0 5,282 5,282 Retail Tenant 31 0 0 0 0 0 0 AVAILABLE RETAIL 31 0 2,187 0 0 0 2,187 Retail Tenant 32 3,636 0 0 0 0 3,636 Retail Tenant 33 0 0 0 0 2,397 2,397 Retail Tenant 34 0 0 0 0 0 0 Retail Tenant 34 0 0 0 0 0 0 AVAILABLE RETAIL 35 0 17,883 0 0 0 17,883 P:\Departments\Development\RMC\Financial Analysis\Templates\PROFORMA - 5 Year Sample Center (Distressed) 3/11/20108:57 AM SAMPLE SHOPPING CENTER (DISTRESSED) Washington DC Leasing Commissions Tenant Dec-2010 Dec-2011 Dec-2012 Dec-2013 Dec-2014 Retail Tenant Unit 36 1,893 0 0 1,921 0 TOTAL 3,814 Retail Tenant 37 0 0 0 0 0 0 AVAILABLE RETAIL 37 4,563 4,563 0 0 0 9,126 Retail Tenant 38 0 0 0 0 0 0 AVAILABLE RETAIL 38 0 8,067 0 0 0 8,067 Retail Tenant 39 0 0 0 0 0 0 AVAILABLE RETAIL 39 0 4,200 4,200 0 0 8,400 Retail Tenant 40 0 0 0 0 4,966 4,966 AVAILABLE RETAIL 41 0 4,801 4,802 0 0 9,602 Retail Tenant 42 0 0 0 0 0 0 Retail Tenant 42 0 0 0 0 2,350 2,350 Retail Tenant 43 0 0 0 0 0 0 Retail Tenant 43 0 0 0 0 0 0 Retail Tenant 43 0 0 0 0 0 0 Retail Tenant 44 0 0 0 0 0 0 Retail Tenant 44 0 0 0 0 3,485 3,485 AVAILABLE RETAIL 45 49,293 0 0 0 0 49,293 Retail Tenant 46 0 0 0 0 0 0 Retail Tenant 46 10,075 0 0 0 0 10,075 Retail Tenant 47 0 0 0 0 0 0 Retail Tenant 47 0 0 0 0 0 0 Retail Tenant 48 33,532 0 0 0 0 33,532 174,896 104,655 84,367 16,037 35,761 415,716 TOTAL KEY Tenants with Leasing Commissions during Analysis Period Tenants without Leasing Commissions P:\Departments\Development\RMC\Financial Analysis\Templates\PROFORMA - 5 Year Sample Center (Distressed) 3/11/20108:57 AM Sample Exhibit C Management & Development Summary Management & Development Summary Pointer Ridge Plaza is a 71,586-square-foot neighborhood shopping center located on highly traveled Route 301/Crain Highway in Bowie, Maryland. The Rappaport Companies (TRC) purchased the center in 2007, and as expected, anchor Giant Food negotiated a lease termination with the JV shortly after the purchase, leaving the center with a vacant 34,334square-foot space. With the availability of the anchor space and an upcoming renovation planned for the center, our leasing team was poised to begin aggressively re-merchandising the center. This would prove to be an incredible opportunity to improve the overall tenant mix and increase traffic to the center. The renovation program was initiated in 2008, and the final phase will be completed in 2010, despite challenging economic times. The renovation includes a complete façade renovation, replacement of sidewalks, upgrade of the under canopy and parking lot lighting, parking lot surface repairs, replacement of major portions of the roof, landscape enhancement and new signage. Many deferred maintenance issues from the previous owner have also been addressed. In 2008, the center’s vacancy rate was at 57%. Upon completion of the major portion of the renovation in 2009, our leasing team was able to lease the anchor space to a martial arts academy and to attract national retailers like Subway and Edible Arrangements. Existing tenants like the hair and nail salons expanded, bringing the center to 93% leased status. The strong location, renovation and re-tenanting of the center have positioned the center for significant and sustainable value and growth. Pointer Ridge Plaza Facade Renovation Before Before After After Pointer Ridge Plaza Capital Improvements Before Before After After Pointer Ridge Plaza Parking Lot Resurfacing Before Before After After Sample Exhibit D Market & Leasing Summary Market Summary Pointer Ridge Plaza 1334 Northwest Crain Hwy - Pointer Ridge Plaza Location: Pointer Ridge Plaza AKA 1300 Crain Hwy E Prince George's County Cluster Bowie Submarket Prince George's County Bowie, MD 20716 Building Type: Retail/(Neighborhood Center) Bldg Status: Built 1966 Developer: Management: The Rappaport Companies Recorded Owner: PRSC, LLC Parcel Number: 07-0797563 Building Size: Typical Floor Size: Stories: Land Area: 69,214 SF 69,214 SF 1 7.26 AC Total Avail: % Leased: Total Spaces Avail: Smallest Space: Bldg Vacant: 4,022 SF 94.2% 3 1,237 SF 39665 Amenities: Signalized Intersection Parking: 220 free Surface Spaces are available Floor P 1st / Suite 18 P 1st / Suite 16 P 1st / Suite 11 SF Avail Floor Contig 1,548 1,237 1,237 1,548 1,237 1,237 Bldg Contig 1,548 1,237 1,237 Rent/SF/Yr + Svs Negotiable Negotiable Negotiable Occupancy Vacant Vacant Vacant This copyrighted report contains research licensed to The Rappaport Companies - 295276. Term Negotiable Negotiable Negotiable Type Direct Direct Direct 3/9/2010 Page 1 Aerial / Map Report Pointer Ridge Plaza 1334 Northwest Crain Hwy - Bowie, MD 20716 This copyrighted report contains research licensed to The Rappaport Companies - 295276. 3/9/2010 Page 3 Traffic Count Report Pointer Ridge Plaza 1334 Northwest Crain Hwy, Bowie, MD 20716 Building Type: Secondary: GLA: Year Built: Total Available: % Leased: Rent/SF/Yr: Retail 69,214 SF 1966 4,022 SF 94.19% Negotiable Street Cross Street Cross Str Dist 1 Crain Hwy Crossover 0.05 N Count Year 2003 2 Pittsfield Ln Mitchellville Rd 0.02 N 2003 4,050 AADT .46 3 Central Ave Crain Hwy 0.34 E 2003 23,850 AADT .68 4 Hall Rd Pointer Ridge Dr 0.07 NW 2003 2,075 AADT .85 5 Central Ave Sturbridge Ln 0.13 W 2003 11,150 AADT .93 This copyrighted report contains research licensed to The Rappaport Companies - 295276. Avg Daily Volume 52,825 Volume Miles from Type Subject Prop AADT .32 3/9/2010 Page 8 Demographic Market Comparison Report 1 mile radius Pointer Ridge Plaza 1334 Northwest Crain Hwy, Bowie, MD 20716 1 Mile Type: Retail/(Neighborhood Ctr) County: Prince George's Population Growth 2009 Med Household Inc County Household Growth 2009 Households by Household Income 2009 Median Age 2009 Population by Race 2009 Renter vs. Owner 2009 Blue vs. White Collar Type: Retail/(Neighborhood Ctr) This copyrighted report contains research licensed to The Rappaport Companies - 295276. 3/9/2010 Page 9 Demographic Market Comparison Report 1 mile radius Pointer Ridge Plaza 1334 Northwest Crain Hwy, Bowie, MD 20716 Type: Retail/(Neighborhood Ctr) County: Prince George's 1 Mile County Growth 2000 - 2009 -2.40% 5.50% Growth 2009 - 2014 -1.70% 0.80% Population 2009 Blue Collar 2009 White Collar 2009 Population By Race 290 12.79% 62,773 17.91% 1,978 87.21% 287,757 82.09% 4,793 845,360 White 2,273 47.42% 188,311 22.28% Black Afr Am 2,128 44.40% 548,664 64.90% 11 0.23% 2,694 0.32% 131 2.73% 39,236 4.64% 3 0.06% 536 0.06% Other Race 63 1.31% 39,195 4.64% Two or More 184 3.84% 26,724 3.16% Am Indian Alaskan Asian Hawaiian Pacif Isldr Households Growth 2000 - 2009 -1.80% 5.00% Growth 2009 - 2014 -1.40% 0.90% Renter Occupied 295 16.74% 117,208 38.94% Owner Occupied 1,467 83.26% 183,825 61.06% 2009 Households by HH Income Income < $35,000 Income $35,000 - $74,999 Income $75,000 - $149,999 Income $150,000 - $249,999 Income $250,000+ 2009 Median Household Income 2009 Median Age 1,763 301,033 86 4.88% 56,056 18.62% 427 24.22% 108,271 35.97% 1,011 57.35% 109,989 36.54% 206 11.68% 22,900 7.61% 33 1.87% 3,817 1.27% $93,854 $68,814 38.60 34.90 This copyrighted report contains research licensed to The Rappaport Companies - 295276. 3/9/2010 Page 10 Demographic Summary Report Pointer Ridge Plaza Building Type: Secondary: GLA: Year Built: Retail 69,214 SF 1966 1334 Northwest Crain Hwy, Bowie, MD 20716 Total Available: 4,022 SF % Leased: 94.19% Rent/SF/Yr: Negotiable Radius Population 2014 Projection 2009 Estimate 2000 Census Growth 2009 - 2014 Growth 2000 - 2009 2009 Population by Hispanic Origin 2009 Population By Race White Black or African American American Indian and Alaska Native Asian Native Hawaiian and Pacific Islander Other Race Two or More Races Households 2014 Projection 2009 Estimate 2000 Census Growth 2009 - 2014 Growth 2000 - 2009 Owner Occupied Renter Occupied 2009 Households by HH Income Income Less Than $15,000 Income: $15,000 - $24,999 Income: $25,000 - $34,999 Income: $35,000 - $49,999 Income: $50,000 - $74,999 Income: $75,000 - $99,999 Income: $100,000 - $149,999 Income: $150,000 - $249,999 Income: $250,000 - $499,999 Income: $500,000 or more 2009 Avg Household Income 2009 Med Household Income 2009 Per Capita Income 1 Mile 4,715 4,795 4,915 -1.70% -2.40% 200 4,795 2,273 2,128 11 131 3 63 184 1,739 1,762 1,794 -1.40% -1.80% 1,467 295 1,763 12 32 42 91 336 452 559 206 30 3 $105,874 $93,854 $38,856 3 Mile 47.40% 44.38% 0.23% 2.73% 0.06% 1.31% 3.84% 83.26% 16.74% 0.68% 1.82% 2.38% 5.16% 19.06% 25.64% 31.71% 11.68% 1.70% 0.17% 5 Mile 30,411 29,152 25,060 4.30% 16.30% 1,195 29,152 10,474 35.93% 16,333 56.03% 103 0.35% 1,005 3.45% 22 0.08% 347 1.19% 870 2.98% 11,066 10,600 9,114 4.40% 16.30% 8,006 2,594 10,602 228 162 232 873 1,729 2,235 2,859 1,907 346 31 $114,657 $97,609 $41,751 75.53% 24.47% 2.15% 1.53% 2.19% 8.23% 16.31% 21.08% 26.97% 17.99% 3.26% 0.29% This copyrighted report contains research licensed to The Rappaport Companies - 295276. 81,228 76,606 63,845 6.00% 20.00% 2,737 76,606 28,239 42,719 224 2,454 35 887 2,048 28,299 26,705 22,387 6.00% 19.30% 22,219 4,486 26,706 620 497 592 1,753 4,305 5,568 7,127 5,110 988 146 $119,011 $100,084 $41,674 36.86% 55.76% 0.29% 3.20% 0.05% 1.16% 2.67% 83.20% 16.80% 2.32% 1.86% 2.22% 6.56% 16.12% 20.85% 26.69% 19.13% 3.70% 0.55% 3/9/2010 Page 11 Daytime Employment Report 1 Mile Radius Pointer Ridge Plaza 1334 Northwest Crain Hwy, Bowie, MD 20716 Building Type: Secondary: GLA: Year Built: Retail 69,214 SF 1966 Total Available: 4,022 SF % Leased: 94.19% Rent/SF/Yr: Negotiable Business Employment by Type Total Businesses Total Retail Home Improvement Stores General Merchandise Stores Food Stores Auto Dealers and Gas Stations Apparel and Accessory Stores Furniture and Home Furnishings Eating and Drinking Places Miscellaneous Retail Stores Finance-Insurance-Real Estate Banks, Saving and Lending Inst. Security Brokers and Investments Insurance Carriers and Agencies Real Estate-Trust-Holding Co. Services Hotels and Lodging Motion Picture and Amusement Health Services Legal Services Educational Services Auto Services Other Services Agriculture/Mining Construction Manufacturing Transportation, Comm./Pub Util. Wholesale Trade Government Daytime Population Daytime Population/Business Residential Population Residential Population/Business # of Businesses # Employees #Emp/Bus 142 1,566 11 26 2 0 2 10 0 3 4 5 14 3 1 3 7 65 0 2 0 0 5 5 53 6 14 3 3 7 4 1,566 11 4,795 34 345 46 15 10 190 1 1 45 37 215 123 5 11 76 345 2 33 0 0 98 16 196 212 106 34 88 173 48 13 23 0 5 19 0 0 11 7 15 41 5 4 11 5 0 17 0 0 20 3 4 35 8 11 29 25 12 This copyrighted report contains research licensed to The Rappaport Companies - 295276. 3/9/2010 Page 12 Consumer Spending Report Pointer Ridge Plaza 1334 Northwest Crain Hwy, Bowie, MD 20716 Building Type: Secondary: GLA: Year Built: Total Available: % Leased: Rent/SF/Yr: Retail 69,214 SF 1966 4,022 SF 94.19% Negotiable 2009 Annual Spending (in Thousands) Total Specified Consumer Spending Total Apparel Women's Apparel Men's Apparel Girl's Apparel Boy's Apparel Infant Apparel Footwear (excl. Infants) Other Apparel Prod/Services Total Entertainment Sports and Recreation TV, Radio and Sound Equipment Reading Materials Travel Photographic Equipment Total Food At Home Cereal Products Bread & Bakery Products Seafood Meat/Poultry/Fish/Eggs Dairy Products Fruits and Vegetables Total Food Away From Home Breakfast and Brunch Dinner Lunch Snacks and Non Alcoholic Bev Catered Affairs 1 Mile 3 Mile 5 Mile $99,284 $3,490 1,436 842 333 249 232 525 399 $9,245 417 3,034 426 5,240 127 $7,789 479 1,034 421 2,625 1,262 1,969 $8,055 748 3,766 2,627 592 322 $652,965 $23,135 9,331 5,588 2,163 1,676 1,608 3,527 2,769 $59,385 2,723 20,226 2,687 32,907 841 $50,748 3,156 6,685 2,697 17,214 8,228 12,768 $53,456 4,928 24,949 17,715 4,018 1,846 $1,689,077 $59,769 24,630 14,482 5,584 4,169 3,899 8,973 7,005 $157,693 7,050 51,817 7,310 89,356 2,161 $132,447 8,134 17,566 7,167 44,643 21,412 33,525 $137,168 12,774 64,126 44,693 10,093 5,482 This copyrighted report contains research licensed to The Rappaport Companies - 295276. 3/9/2010 Page 13 Consumer Spending Report Pointer Ridge Plaza 1334 Northwest Crain Hwy, Bowie, MD 20716 Annual Spending (in Thousands) Total Alcoholic Beverages Alcoholic Bev. at Home Alcoholic Bev. away from Home Total Furniture/Appliances Bedroom Furniture Living Room Furniture Other Living & Family Room Furniture Other Furniture Major Appliances Small Appliances Misc Household Equipment Total Transportation/Maint. New Autos/Trucks/Vans Used Vehicles Purchase of RVs or Boats Gasoline Diesel Fuel Automotive Maintenance/Repair Transportation Total Health Care Medical Services Prescription Drugs Medical Supplies Total Education/Day Care Education Room and Board Tuition/School Supplies Day Care, Nursery & Preschool 1 Mile $1,475 858 617 $9,946 561 871 246 3 Mile $10,021 5,726 4,295 $64,724 3,808 5,730 1,609 5 Mile $25,500 14,744 10,756 $168,748 9,566 14,789 4,194 101 816 2,066 5,284 $48,356 7,161 4,972 712 6,513 114 2,397 26,487 $4,025 2,410 1,235 381 $8,184 3,586 356 3,235 1,007 637 5,132 13,462 34,346 $320,783 46,321 34,710 4,512 43,582 748 15,597 175,314 $25,617 15,298 7,904 2,415 $52,708 22,925 2,285 20,609 6,889 1,704 13,723 35,082 89,691 $820,944 121,190 84,719 12,231 110,493 1,928 40,783 449,601 $68,717 40,950 21,251 6,516 $140,729 61,862 6,243 55,903 16,720 This copyrighted report contains research licensed to The Rappaport Companies - 295276. 3/9/2010 Page 14 Pointer Ridge Plaza- 3 Mile Radius Vacancy & Rental Rates 3/9/2010 This copyrighted report contains research licensed to The Rappaport Companies - 295276. Pointer Ridge Plaza- 3 Mile Radius Absorp, Deliveries & Vacancy occupancy Existing Bldgs: 59 of 59 # Spaces: 9 Existing RBA: 1,801,711 Vacant: <43,266> 2% Occupied: 1,758,445 98% Leased: 1,764,248 98% Vacant Avail: 41,956 2% Total Avail: 46,554 3% Direct Avail: 42,061 2% Sublet Avail: 4,493 0% availability Average Time: 23.2 Months leasing activity Leasing YTD: 1,310 0% Net Absorp YTD: 28,345 2% direct gross rent Retail range: $12.10-$31.16/yr Retail Avg: $16.93/yr 3/9/2010 This copyrighted report contains research licensed to The Rappaport Companies - 295276. Pointer Ridge Plaza 3 Mile Radius City Center Center Type 1 Pointer Ridge Plaza Bowie Neighborhood Center 2 Bowie Town Center Bowie 3 Mill Branch Shopping Center 4 Property Size Space Avail Rent/SF/Yr 72,952 SF 4,022 SF Negotiable Lifestyle Center 935,693 SF 0 SF Negotiable Bowie Community Center 800,000 SF 0 SF Negotiable Bowie Gateway Center Bowie Power Center 544,151 SF 15,051 SF $24.48 5 Crain Hwy @ collington road Bowie Neighborhood Center 154,184 SF 148,104 SF Negotiable 6 Collington Plaza Bowie Community Center 117,851 SF 17,000 SF $14.16 7 The Shoppes at Bowie Town Bowie Strip Center 92,286 SF 0 SF Negotiable 8 Hall Station Bowie Community Center 16,070 SF 16,070 SF Negotiable 9 15700-15712 Mt Oak Rd Bowie Strip Center 8,888 SF 0 SF Negotiable This copyrighted report contains research licensed to The Rappaport Companies - 295276. Only properties with valid lat/lon display on map 3/9/2010 Page 1 1 1334 Northwest Crain Hwy - Pointer Ridge Plaza Location: Pointer Ridge Plaza AKA 1300 Crain Hwy E Prince George's County Cluster Bowie Submarket Prince George's County Bowie, MD 20716 Building Type: Retail/(Neighborhood Center) Bldg Status: Built 1966 Developer: Management: The Rappaport Companies Recorded Owner: PRSC, LLC Parcel Number: 07-0797563 Building Size: Typical Floor Size: Stories: Land Area: 69,214 SF 69,214 SF 1 7.26 AC Total Avail: % Leased: Total Spaces Avail: Smallest Space: Bldg Vacant: 4,022 SF 94.2% 3 1,237 SF 39665 Amenities: Signalized Intersection Parking: 220 free Surface Spaces are available Floor P 1st / Suite 18 P 1st / Suite 16 P 1st / Suite 11 SF Avail Floor Contig 1,548 1,237 1,237 1,548 1,237 1,237 Bldg Contig 1,548 1,237 1,237 Rent/SF/Yr + Svs Negotiable Negotiable Negotiable Occupancy Vacant Vacant Vacant This copyrighted report contains research licensed to The Rappaport Companies - 295276. Term Negotiable Negotiable Negotiable Type Direct Direct Direct 3/9/2010 Page 1 2 15606 Emerald Way - Bowie Town Center Location: Developer: Management: Recorded Owner: True Owner: Bowie Town Center E Prince George's County Cluster Bowie Submarket Prince George's County Bowie, MD 20716 Simon Property Group, Inc. Simon Property Group, Inc. Bowie Mall Company Llc Simon Property Group, Inc. Center Type: Lifestyle Center Bldg Status: Built 2001 Total GLA: # of Bldgs: Levels: Land Area: Total Avail: % Leased: Max Contig: Smallest Space: Bldg Vacant: 935,693 SF 17 1-2 145.43 AC 100% - Anchor Tenant: Barnes & Noble, Bed Bath & Beyond, Famous Footwear, Macy's, Old Navy, Safeway, Sears Features: Dedicated Turn Lane, Food Court, Pylon Sign, Signalized Intersection, Center Enclosed Street Frontage: West Dr 1,126'Town Center Blvd 1,054'Northview Dr 1,312'Excelsior Dr 1,668'Evergreen Pky 2,803'Emerald Way 1,584'East Dr 538'Collington Rd 2,049 Parking: 7847 Surface Spaces This copyrighted report contains research licensed to The Rappaport Companies - 295276. 3/9/2010 Page 3 3 US 301 & Mill Branch - Mill Branch Shopping Center Location: Developer: Management: Recorded Owner: True Owner: Mill Branch Shopping Center E Prince George's County Cluster Bowie Submarket Prince George's County Bowie, MD 20716 Gibraltar Management Co. Gibraltar Management Co. Center Type: Community Center Bldg Status: Proposed Total GLA: # of Bldgs: Levels: Land Area: Total Avail: % Leased: Max Contig: Smallest Space: Bldg Vacant: 800,000 SF 1 1 72 AC 100% - This copyrighted report contains research licensed to The Rappaport Companies - 295276. 3/9/2010 Page 4 4 4410-4600 Mitchellville Rd - Bowie Gateway Center Location: Developer: Management: Recorded Owner: True Owner: Anchor Tenant: Features: Street Frontage: Parking: Floor E E1 E E1 Bowie Gateway Center E Prince George's County Cluster Bowie Submarket Prince George's County Bowie, MD 20716 Center Type: Power Center Bldg Status: Built 1995 Total GLA: # of Bldgs: Levels: Land Area: Pete Pappas & Sons Inc. Total Avail: % Leased: Max Contig: Smallest Space: Bldg Vacant: 544,151 SF 9 1 24.67 AC 15,051 SF 98.1% 10,453 SF 4,598 SF 10,453 SF Kohl's, Kohl's, PetSmart, Staples, Target Balconies, Banking, Dedicated Turn Lane, Restaurant, Signalized Intersection Mitchellville Rd 1,194'Harbour Way 449'Crain Hwy 439 1135 Surface Spaces SF Avail Floor Contig 10,453 4,598 10,453 4,598 Bldg Contig 10,453 4,598 Rent/SF/Yr + Svs $24.50/nnn Negotiable Occupancy Vacant Negotiable This copyrighted report contains research licensed to The Rappaport Companies - 295276. Term 5-10 yrs 10 yrs Type Direct Direct 3/9/2010 Page 5 5 Crain Hwy @ collington road Location: Developer: Management: Recorded Owner: True Owner: Floor P P P P P P P P P P P1 P1 P1 P1 P1 P1 P1 P1 P1 P1 / Suite 25 / Suite 6 / Suite 8 / Suite 9 / Suite 26 / Suite 27 / Suite 28 / Suite 7 / Suite 23 E Prince George's County Cluster Bowie Submarket Prince George's County Bowie, MD 20715 Center Type: Neighborhood Center Bldg Status: Proposed The Rappaport Companies Rwsc Llc - SF Avail Floor Contig 4,000 20,000 30,000 9,000 4,104 6,000 6,000 38,000 6,000 1,400 - 25,000 4,000 20,000 30,000 9,000 4,104 6,000 6,000 38,000 6,000 25,000 Bldg Contig 4,000 20,000 30,000 9,000 4,104 6,000 6,000 38,000 6,000 25,000 Total GLA: # of Bldgs: Levels: Land Area: 154,184 SF 1 1 9.52 AC Total Avail: % Leased: Max Contig: Smallest Space: Bldg Vacant: 148,104 SF 3.9% 38,000 SF 4,000 SF - Rent/SF/Yr + Svs Negotiable Negotiable Negotiable Negotiable Negotiable Negotiable Negotiable Negotiable Negotiable Negotiable Occupancy TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD This copyrighted report contains research licensed to The Rappaport Companies - 295276. Term Negotiable Negotiable Negotiable Negotiable Negotiable Negotiable Negotiable Negotiable Negotiable Negotiable Type New New New New Direct New New New New New 3/9/2010 Page 6 6 3300-3560 Crain Hwy - Collington Plaza Location: Developer: Management: Recorded Owner: True Owner: Anchor Tenant: Features: Street Frontage: Parking: Floor P P 1 / Suite 3480 P P1 Collington Plaza E Prince George's County Cluster Bowie Submarket Prince George's County Bowie, MD 20716 Center Type: Community Center Bldg Status: Built 1993 Total GLA: # of Bldgs: Levels: Land Area: M. Leo Storch Management Corporation Next Realty Mid-Atlantic, LLC Wal-Mart Real Est Bus Trs - Total Avail: % Leased: Max Contig: Smallest Space: Bldg Vacant: 117,851 SF 1 1 12.80 AC 17,000 SF 85.6% 15,000 SF 2,000 SF 17,000 SF Giant Food, Walmart Pylon Sign, Signalized Intersection Excalibur RdCrain Hw 1500 Surface Spaces SF Avail Floor Contig 15,000 2,000 15,000 2,000 Bldg Contig 15,000 2,000 Rent/SF/Yr + Svs $12.00/nnn $30.00/nnn Occupancy Vacant Vacant This copyrighted report contains research licensed to The Rappaport Companies - 295276. Term 5-10 yrs 5-10 yrs Type Direct Direct 3/9/2010 Page 7 7 3800-3900 Evergreen Pky - The Shoppes at Bowie Town Center Location: Developer: Management: Recorded Owner: True Owner: Anchor Tenant: Features: Street Frontage: Parking: The Shoppes at Bowie Town Center AKA 12700 Emerald Walk E Prince George's County Cluster Bowie Submarket Prince George's County Bowie, MD 20716 MLS Properties, LLC MLS Properties, LLC - Center Type: Strip Center Bldg Status: Built 2004 Total GLA: # of Bldgs: Levels: Land Area: Total Avail: % Leased: Max Contig: Smallest Space: Bldg Vacant: 92,286 SF 1 1 35 AC 100% - A.C. Moore Arts & Crafts Pylon Sign Town Center Blvd 150'Evergreen Pky 811 250 Surface Spaces This copyrighted report contains research licensed to The Rappaport Companies - 295276. 3/9/2010 Page 8 8 Rt 301 @ Central Avenue - Hall Station Location: Developer: Management: Recorded Owner: True Owner: Floor Hall Station E Prince George's County Cluster Bowie Submarket Prince George's County Bowie, MD 20715 Center Type: Community Center Bldg Status: Proposed The Rappaport Companies The Rappaport Companies SF Avail Floor Contig Bldg Contig Total GLA: # of Bldgs: Levels: Land Area: 16,070 SF 2 1-2 30.55 AC Total Avail: % Leased: Max Contig: Smallest Space: Bldg Vacant: 16,070 SF 0% 14,800 SF 1,270 SF - Rent/SF/Yr + Svs Occupancy P P1 E E1 1,270 7,400 1,270 7,400 1,270 14,800 Negotiable Negotiable TBD 01/2011 E E2 7,400 7,400 14,800 Negotiable 01/2011 This copyrighted report contains research licensed to The Rappaport Companies - 295276. Term Negotiable To Be Determined To Be Determined Type New New New 3/9/2010 Page 9 9 15700-15712 Mt Oak Rd Location: Developer: Management: Recorded Owner: True Owner: E Prince George's County Cluster Bowie Submarket Prince George's County Bowie, MD 20716 - Center Type: Strip Center Bldg Status: Existing Total GLA: 8,888 SF # of Bldgs: 1 Levels: 1 Total Avail: % Leased: Max Contig: Smallest Space: Bldg Vacant: 100% - Street Frontage: Mt Oak Rd 174'Mitchellville Rd 181 Parking: 45 Surface Spaces This copyrighted report contains research licensed to The Rappaport Companies - 295276. 3/9/2010 Page 10 Leasing Summary Leasing Summary The property has experienced a great deal of leasing activity since the major portion of the renovation was completed in 2009. Despite vast community support and hundreds of signatures on a petition to bring Bloom to the center, the grocery store passed on the site. Instead, we were able to secure a lease with Royal Martial Arts for the former Giant Food space. We expect this business will increase foot traffic to the center and attract more families and health-minded customers CVS/pharmacy also anchors the center and holds a lease through the end of 2014. In 2007, the tenant was rumored to be looking for a site to build a free-standing building with a drivethru window, but given the economy and lack of appropriate sites in Bowie, the tenant elected to sign a new lease for 12,055 square feet at Pointer Ridge Plaza. At 93% leased, there is still some concern about the financial stability of some of the “mom and pop” businesses located at Pointer Ridge Plaza. We continue to pursue national and local tenants through our extensive relationships in the industry and through old-fashioned “coldcalling” in the market. We have found particular success with small owner-operated personal services businesses such as barber shops and nail salons and believe the long-term outlook for the center is quite good. POINTER RIDGE PLAZA Northwest Crain Highway Bowie, Maryland 20716-1802 Lead Broker: Will Collins Revised 03/09/10 Space # 1 2 3 Sq. Ft. Tenant Name Rent Expiration Option $10.76 04/23/10 5yr due 10/26/09 LOR @ $27 psf 1x10 yr. $12.50 10 yrs. 2,975 Pizza Hut 34,334 Royal Martial Arts $28.84 11/30/13 5yr due 4/1/13 1,788 Edible Arrangements 4 750 Barber Shop $25.60 12/31/10 5 765 Lash Moi Salon and Spa $17.00 12/31/10 6 1,210 Star Nails $21.00 11/30/19 7 8 1,129 Pointer Ridge Florist 1,591 MPS Studio $21.00 11/30/12 3 yr due 11/30/11 $16.00 08/31/12 9 1,350 Beijing Restaurant #2 $23.11 10/31/11 10 1,310 Vacant (Storage) 11 1,810 Pointer Ridge Liquor 12 14 Comments Expansion of nail salon @ $21 psf $6.30 $21.00 6 yrs. 1x5 yr option $25.00 12/31/14 5yr due 5/1/14 $15.00 03/31/14 5yr due 10/1/13 12,055 CVS 2,240 National Beauty Percentage Rent for 2008 had sales of $5,825,036.75, Percentage rent is 4%, breakpoint is $1,808,250.00 paid $13.33 psf in percentage rent 15 1,250 Sashelvis Hair Salon #1 $22.00 07/31/12 3yr due 1/1/12 T is currently in 1250 sf; expanding into old space #16 which will then total 2408 sf; Expansion of Sashelvis Salon @ $22 psf; pricing out work $20.47 03/31/08 Expansion of Sashelvis Salon @ $22 psf; pricing out work 16 17 18 19 20 1,237 Vacant (old Fresh Blue Waters) Vacant (old Pointer Ridge 1,252 Liquor) 1,278 Subway 1,012 Vacant 750 CVS Property (Storage) 1,500 Modern Laundry old #16 new #15 Total SF Occupied SF % Occupied KEY Vacant Month to Month Spotlighted Termination Right 2009 Expiration 2010 Expiration 2011 Expiration Barber Shop LOR @ $25 psf $18.00 12/31/10 2x5 yr options $24.00 5 yrs. $15.53 03/31/10 $26.75 10/31/13 5yr due 5/5/13 71,586 66,775 93.28% Abbreviations LX Lease Executed LOR Lease out for Review LOS Lease out for Signature LOI Letter of Intent HOLD Holding PROS Prospect Marketing space Lease terminated effective 3/31/10 Pointer Ridge Plaza Expires 10/31/11 no option 20 10 2 3 19 CVS 4 5 6 7 8 9 11 12 14 15 18 16 Expires 12/31/10 no option Expires 3/31/10 no option 17 Expires 12/31/10 no option Key Vacant Month to Month Expires 4/23/10 5 yr due 10/26/09 1 Spotlighted 2009 Expiration 2010 Expiration 2011 Expiration Updated Mar. 9, 2010 Sample Exhibit E SPONSOR Retail Leasing I Tenant Representation I Property Management I Development Retail Real Estate Experts For more than 25 years, The Rappaport Companies has provided the Washington, D.C. area with professional real estate services centered exclusively on the retail segment. Founded in 1984 by Gary D. Rappaport, The Rappaport Companies owns and develops shopping centers and provides retail leasing, tenant representation, property management, receivership, bankruptcy trustee management and construction management services for retail space in shopping center and mixed-use properties throughout the Washington, D.C./Baltimore area. The Rappaport portfolio totals more than 12 million square feet of retail space in urban and suburban locations. Providing all Facets of Retail Leasing A division of The Rappaport Companies, Rappaport Retail Brokerage provides all facets of retail leasing, including both Landlord and Tenant representation services for some of the Washington, D.C. area’s most prominent developers and retailers. Led by Executive Vice President Henry Fonvielle, the Rappaport Retail Brokerage team includes the region’s top experts with demonstrated success in all types of transactions across all retail property types, including mixed-use, lifestyle, neighborhood, big box as well as development and redevelopment projects. The Rappaport Team Advantage Rappaport Retail Brokerage offers clients our unique collaborative approach, which means clients have direct access to a group of senior leasing agents, not just one individual. Clients benefit from the combined experience of all team members and the relationships we have built with our base of 900 existing tenants and our multiple listings with the top real estate developers and landlords in the Washington, D.C. market. Strategies to Maximize Asset Value Experience as tenant representatives and as shopping center developers and owners ourselves, gives us the perspective to be able to understand what the retailer wants and what the landlord needs. This expertise is particularly helpful in the early stages of development when we are called upon to consult on floor plans and design issues and to offer leasing strategies and merchandizing plans to maximize asset value, fill unmet needs and create synergy between retailers. Clients like ING Real Estate, Archstone, Tishman Speyer, Greenvest, PN Hoffman and Rockrose Development appreciate our client-centered approach. Our select group of tenant representation clients includes regional and national tenants looking for sites in the Washington, D.C./Baltimore market. Our clients include banking and financial institutions, restaurants, fashion retailers and cellular phone companies, among others. Services Landlord Representation Clients We provide landlord representation services for space in a variety of formats, including neighborhood, community and regional shopping centers, as well as urban and mixed use developments. Our landlord representation clients include: Services Tenant Representation Clients We represent a select group of regional and national retail tenants that include banking and financial institutions, restaurants, fashion retailers and cellular phone companies. Some of our tenant representation clients include: Services Restaurant Leasing Experience American Café Au Bon Pain Austin Grill Bailey’s Pub and Grill Blimpie’s Subs & Salads Café Deluxe Camille’s Sidewalk Café Caribou Coffee (multiple locations) Charlie Chiang’s Chili’s Chipotle Chop’t Corner Bakery Cosi (multiple locations) Five Guys Burgers & Fries (multiple locations) Hops Il Mulino Jaleo King Street Blues Kobe Japanese Steakhouse Legal Seafood Local 16 Manhattan Bagel Matsutake Sushi & Steakhouse McCormick & Schmick’s McDonalds Morton’s of Chicago Mr. Day’s Sports Bar Neramitra Thai Cuisine Oceanaire Seafood Room Oya Restaurant Perfect Pita Pizza Wings ‘N Things Qdoba Quizno Subs (multiple locations) Rosa Mexicano RT’s Seafoood Kitchen Ruth’s Chris Steakhouse (multiple locations) San Antonio Grill (multiple locations) Sichuan Pavilion Starbucks (multiple locations) Subway (multiple locations) Ted’s Montana Grill The Capital Grille Tony’s New York Pizza Wendy’s Wagamamma Success Stories Crystal City Redevelopment Alexandria, Virginia Service: Landlord Representation Success Stories PNC Bank Service: Tenant Representation Success Stories AT&T Service: Tenant Representation Success Stories Ruth’s Chris Steak House Service: Tenant Representation Success Stories McCormick & Schmick’s Service: Tenant Representation Success Stories Zola Wine Kitchen Service: Tenant Representation A Pro-Active Management Style The Rappaport Companies’ property management services are designed to maintain and enhance the property, foster positive relationships between the landlord and tenants and monitor the current performance of the real estate asset. Our property managers work closely with owners and our leasing and development departments to look for ways to improve and to add value to the retail centers we manage. Our management style is very pro-active. Rappaport’s property managers take a long-term approach to maintenance issues, so that repairs and upgrades are done propertly and cost effectively for future years. Periodic property inspections and night lighting inspections ensure that our centers are maintained at the highest possible level while operating within budget parameters. We believe that even the smallest detail is important to the overall appearance, which is a prime ingredient for success in today’s competitive market. The positive relationships we develop with our tenants are another important part of our management service. We understand that the success of the shopping center relies on creating a successful environment for our merchants to do business. We work closely with all of our tenants to understand their goals and specific needs and to communicate the vision the landlord has for the center to the merchants. This dialog helps both to understand the challenges each faces and to work together for the success of the center. Marketing Programs Connect Merchants to Community The Rappaport Companies believes that a strong marketing program is vital to the success of our shopping centers, and we believe it is an important element of the property management service we provide. The goals of our shopping center marketing programs are to create an identity for the center, increase traffic and sales and demonstrate our commitment to our tenants and to the community. Our marketing activities reflect the individual character of the centers we manage and are founded on a “good neighbor” approach. These activities include forming partnerships with local schools, providing space for non-profit events, sponsoring local youth sports, donating thousands of dollars each year to area schools and supporting law enforcement and local fire departments. Our marketing programs can also include group advertising opportunities for our merchants, informative workshops, direct mail campaigns, on-site events, promotions, internet ads and cable and radio advertising. In addition to shopping center marketing programs, the marketing department supports our leasing efforts by providing “space available” broadcast emails, direct mail, flyers, signs, banners and advertisements in publications such as The Washington Post, Washington Business Journal and The Dealmakers. Our website includes listings of retail space at all the properties we manage and lease. This information is also available on the costar.com and loopnet.com websites. Experts in Retail Development The Rappaport Companies has built a reputation for developing and renovating shopping centers with an extreme level of detail and a high level of quality. With a philosophy of long-term ownership, our shopping centers are designed to be aesthetically pleasing, affordable to maintain and environmentally friendly. Our experience in construction includes planning and designing new shopping centers, as well as constructing new buildings and expansions within existing retail centers that will add value to the property. Working in cooperation with local government authorities and communities, we strive to develop properties that will fit within the theme of the local neighborhood and provide a safe and enjoyable shopping environment. We provide development, construction management and tenant build-out services for properties owned by affiliates of The Rappaport Companies, by private partnerships, institutional investors and by individuals. We also provide these services in partnership with government agencies and for residential and commercial developers where an expertise in retail development is desired. Our project managers work closely with leasing to ensure projects and individual spaces we build are viable for retailers. Experienced Teamwork The Rappaport Companies believes that the key to a project’s success is to select an experienced development team and to involve the general contractor from the beginning. Doing so allows us to receive detailed cost estimates throughout the design phase, providing valuable information that allows us to remain within budget and to value-engineer our projects through the use of alternate materials or construction methods. We are also committed to utilizing environmentally sustainable building tools, strategies and materials. Our staff is involved in training from the U.S. Green Building Council in LEED Certification to guarantee our buildings and construction methods are environmentally friendly. The Rappaport Companies development projects represent a determination of the best techniques of production and construction. Current Development Projects Project Location SQ FT Services Provided Amber Ridge SC Bowie, MD 150,000 Development Brambleton TC (Phase IIB) Ashburn, VA 250,000 Development Construction Mgmt. Bristow Center (Phase II) Bristow, VA 93,371 Expansion Cedarville Center Front Royal, VA 770,000 Development Hall Station Bowie, MD 35,066 Retail 110 Townhomes 43,000 Library Development New Market SC New Market, MD 90,000 Development Osborne SC Upper Marlboro, MD 66,220 Renovation Penn Mar SC Forestville, MD 14,200 Disaster Recovery Pointer Ridge Bowie, MD 69,214 Renovation Potomac Festival Woodbridge, VA 338,369 Renovation Skyland TC Washington, DC 800,000 Development Completed Development Projects Project Baby Superstore Plaza Brambleton Town Center Brockbridge Shopping Center Central Park TC Frederick Shopping Center Fredericksburg Park & Shop H Street Connection Mount Airy Shopping Center Muddy Branch Square Olney Village Mart Penn Mar Shopping Center Location Laurel, MD Brambleton, VA Laurel, MD Fredericksburg, VA Frederick, MD Fredericksburg, VA Washington, DC Mount Airy, MD Gaithersburg, MD Olney, MD Forestville, MD Penn Station SC Potomac Festival Smoketown Plaza Springfield Plaza Stoneymill Square Sully Station Towers Shopping Center Vienna Shopping Center Warrenton Shopping Center District Heights, MD Woodbridge, VA Woodbridge, VA Springfield, VA Wheaton, MD Centreville, VA Roanoke, VA Vienna, VA Warrenton, VA Services Provided Renovation Construction Management Renovation Renovation Renovation Renovation Development Renovation, Expansion Renovation, Expansion Renovation Renovation, Expansion, Tenant Build-out Renovation Renovation Renovation Renovation Renovation Development Renovation, Expansion Renovation Construction Management, Renovation, Expansion Development Success Stories Bristow Center Bristow, Virginia Services: Development, Expansion Development Success Stories Towers Shopping Center Roanoke, Virginia Services: Renovations, Expansion Development Success Stories Penn Mar Shopping Center Forestville, Maryland Services: Re-Development, Renovation, Expansion Development Success Stories Central Park Town Center Fredericksburg, Virginia Service: Renovation Development Success Stories Bank of America Fredericksburg, Virginia Service: Tenant Build-Out Development Success Stories Skyland Town Center Washington, DC Service: Mixed-Use Development Notes: 1. Calculations are preliminary in nature and may change with final design and engineering. 2. Numbers shown in individual retail spaces represent net square footage. Net square footage calculations for retail were determined by making deductions for lobbies, stairs, trash rooms, and egress corridors. An additional 5% reduction was made for other elements such as meter rooms, fire control rooms, and potential minor modifications as the plans are finalized. 2,580 sf (60'x35'D) EL. 284.5' 1,440 sf (48'x35'D) EL. 281.25' Block 3 Block 4 2,145 sf (72'x35'D) EL. 282.0' 2,195 sf (64'x40'D) EL. 265' 3,330 sf (78'x45'D) EL. 266.5' Skyland Retail Area Block Gross SF Net SF 1 159,860 148,530 2 91,190 75,540 3 39,420 32,400 4 28,790 23,210 Total 319,260 279,680 2,310 sf 2,310 sf 2,310 sf (54'x45'D) (54'x45'D) (54'x45'D) EL. 266.5' EL. 265.5' EL. 264.5' 4,240 sf (45'D) EL. 262' 4,200 sf (68'x64'D) EL. 277.5' Block 2 3,490 sf (83'D) EL. 259' 102' 46 ' 88' 13,310 sf (95' D) EL. 262' 165' 5,350 sf (95'D) EL. 267' 54' 60' 2,110 sf (40'D) EL. 269' 6,100 sf (90'D) EL. 278.75' 5,900 sf (46'D) EL. 276.5' 4,815 sf (132'x40'D) EL. 276' 36' 47' 56' 2,200 sf (37'x64'D) EL. 276.5' 3,890 sf 2,890 sf (64'x47'D) (97'x47'D) EL. 271' EL. 272.5' 3,120 sf (73'x45'D) EL. 262' 2,545 sf (53'x50'D) EL. 260.5' 72' 34' 2,090 sf (50'x48'D) EL. 275' 4,540 sf (101'x47'D) EL. 269' 2,545 sf (53'x50'D) EL. 262' 5,720 sf (74'D) EL. 280.7' 1,690 sf 44' (47'x40'D) EL. 275' 880 sf (30'D) EL. 272.5' ' 48 53' 85 ' 2,290 sf (36'X74'D) EL. 267.5' 4,885 sf 5,740 sf (84'x74'D) (72'X74'D) EL. 276.5' EL. 278.5' 80' 96' 33' 129,200 sf (465'x330'D) EL.264.5' 9,890 sf (74'D) EL. 273' 98 ' 1,710 sf (60'x30'D) EL. 264.5' Block 1 7,135 sf (74'D) EL. 272' 74' 88' 5,080 sf 4,865 sf (85'X63'D) (72'X74'D) EL. 266.5' EL. 265' 81' 3,840 sf (60'x69'D) EL. 274' 4,800 sf (53'D) EL. 280.5' Development Success Stories Brambleton Town Center Brambleton, Virginia Service: Construction Management Gary D. Rappaport, SCSM/SCMD/SCLS/CDP President and Chief Executive Officer Gary D. Rappaport is President and Chief Executive Officer of The Rappaport Companies, a retail real estate company he founded in 1984. The Rappaport Companies provides leasing, tenant representation, management and development services for approximately 12 million square feet, 1.5 million of which is planned development within the next two years. The Rappaport Companies’ portfolio includes more than 45 shopping centers and ground floor retail in some 100 mixed-use properties, both residential and office, located primarily throughout the midAtlantic region. Mr. Rappaport is Principal Partner for approximately 5 million square feet of the shopping centers managed by The Rappaport Companies. Mr. Rappaport began his career in real estate as President of Par Construction Corporation, a homebuilding company responsible for the construction of several hundred single-family homes and town houses. Later, he was President and Chief Operating Officer of Combined Properties, a shopping center development, management and leasing company headquartered in Washington, D.C. A former Chairman of the International Council of Shopping Centers, Mr. Rappaport is the only Chairman to date to hold all four ICSC designations, SCSM, SCMD, SCLS and CDP. He is a member of the ICSC Board of Trustees and serves on ICSC’s Audit, Nominating, Government Relations, Long Range Planning and PAC committees. He is a former member of ICSC’s Executive Committee. Named in the “Power 50” of The Most Influential People in Washington Commercial Real Estate in 2008 by the Bisnow on Business Real Estate newsletter, Mr. Rappaport currently serves on the Washington, D.C. Economic Partnership Board. He is a prior Dean and a current Instructor at the University of Shopping Centers and a past Entrepreneur in Residence at the Wharton School of the University of Pennsylvania. Mr. Rappaport continues to lobby at the state and federal government levels on many issues important to the Shopping Center industry. Stephen R. Pugh, CPA, CITP Chief Operating Officer As Chief Operating Officer, Stephen R. Pugh oversees the operations of Office/Personnel Management, Development and Construction, Property Management, Marketing, IT and Leasing departments for The Rappaport Companies. In addition to company operations, Stephen also works closely with the financing team to oversee loan procurement, capital strategies and investor relations. Most recently, he has overseen the real estate receivership and lender REO management activities for The Rappaport Companies, including working with courts, owners and lenders to oversee the development of short-term tactical plans and long-term strategic plans to maximize asset values. Prior to joining The Rappaport Companies, Stephen served as Vice President and Chief Operating Officer for the National Automobile Dealers Association, where he ran the Official Used Car Guide Company. His background includes 10 years of experience in real estate, where he held positions in finance with Charles E. Smith Realty and The Buchanan Companies. He also has extensive operations experience and business consulting experience with technology and eCommerce firms in the automotive and other industries. Stephen was a Controller at The Rappaport Companies from 1993 to 1998, and re-joined the company in 2006 as Chief Operating Officer. He holds a B.B.A. degree in Accounting & Finance from Radford University in Virginia and is a Certified Public Accountant and Certified Information Technology Professional. Stephen is a member of the American Institute of Certified Public Accountants and the Virginia Society of Certified Public Accountants. He is also an Associate Member of the International Council of Shopping Centers (ICSC). Frank M. Pieruccini, CPA Chief Financial Officer As Chief Financial Officer, Frank oversees all finance, accounting and lease administration functions for The Rappaport Companies. He directs the overall financial operations and accounting practices of the organization and all associated properties, partnerships and subsidiaries, including treasury, accounting, budget, tax and audit activities. In addition, Frank provides strategic financial direction and assists in the development of tactical business growth plans for The Rappaport Companies. Prior to joining The Rappaport Companies, Frank was Senior Vice President of Accounting Services for Republic Property Trust, a publicly traded commercial real estate investment company and Chief Financial Officer of Republic Properties Corporation, a commercial office development company. At Republic Property Trust, he was responsible for the financial and accounting aspects of the trust’s public offering, which raised $250 million. Frank has almost 20 years experience in the Washington, D.C. real estate market, working for management and development companies such as Kaempfer Management Services, Cassidy & Pinkard, Ronald Cohen Investments and Hazel/Peterson Companies. He is a Certified Public Accountant and holds a Masters of Science degree in Taxation from George Mason University and a Master of Business Administration from George Washington University. Frank earned his undergraduate degree in Accounting from Virginia Polytechnic University (VirginiaTech). Henry Fonvielle Executive Vice President Henry Fonvielle is Executive Vice President of The Rappaport Companies. He oversees leasing of all shopping centers in the Rappaport portfolio and third-party brokerage, which includes Landlord and Tenant representation. He is also involved with design and construction of new shopping centers, expansions and renovations of existing centers, as well as the planning of mixed-use projects. Henry has 20 years experience in commercial real estate. At Charles E. Smith Commercial Realty he served as Senior Vice President and as the Department Head for the Retail Division. He has vast experience with many different retail types, including urban, mixed-use, neighborhood, lifestyle and power centers. Projects completed include: 1140 Connecticut Avenue,1666 K Street, Crystal City Redevelopment, Fairfax Square Luxury Retail, Bristow Center and the largest power center inside the Capital Beltway - Potomac Yard Center. He holds a Certified Commercial Investment Member (CCIM) designation and is active in the International Council of Shopping Centers, serving on the Mid-Atlantic Idea Exchange Program Committee. Henry is a member of the Urban Land Institute and serves on the Board of Directors for the Foundation Board of Children’s National Medical Center, the Washington Tennis and Education Foundation and the Washington, D.C. Economic Partnership. Larry M. Spott, CDP Executive Vice President of Development Larry M. Spott joined The Rappaport Companies in 1990 and holds a Bachelor of Science degree in Finance and Accounting from the University of Maryland. As Executive Vice President of Development, Larry works closely with Gary D. Rappaport in all aspects of shopping center development, renovation and expansion. He is involved in land acquisition, re-zoning and permitting and oversees all construction projects. Larry is also involved in the financial side of shopping center acquisition and development and oversees the preparation of detailed pro formas and financial projections using ARGUS real estate accounting software. His department also handles landlord construction and tenant build-out projects. In addition, Larry is the Managing Partner for Sunrise Shopping Center, a 75,000-square-foot center in Oxon Hill, Maryland he purchased in 2002. The center was 30 percent vacant and suffered from significant deferred maintenance. Through an aggressive redevelopment plan, Larry renovated the center a year later, attracting national tenants such as Subway and Jackson Hewitt. Within 24 months, Larry was able to refinance the center with a 10-year permanent loan and to return 65 percent of the equity contribution to the equity partners. Larry is an Associate Member of the International Council of Shopping Centers (ICSC) and holds a Construction Development Professional (CDP) designation. He is ICSC’s MD/DC/VA State Director and has served as the State Operations Chair and on the Mid-Atlantic Idea Exchange Planning Committee. WASHINGTON/BALTIMORE FREDERICK 27 1 695 795 MOUNT AIRY 2 WHITE MARSH 83 4 3 URBANA 70 49 BALTIMORE 895 185 48 28 15 270 COLUMBIA 5 29 95 GAITHERSBURG 7 12 LEESBURG ROCKVILLE 10 ASHBURN 6 20 267 21 27 26 22 28 50 15 9 BETHESDA 495 47 RESTON BOWIE WASHINGTON DC 23 See DC Map 24 66 295 11 7 CHANTILLY 30 97 LAUREL See Arlington Map 29 31 45 123 35 33 34 25 36 43 37 SPRINGFIELD 13 395 295 301 14 18 44 19 1 38 28 15 16 17 OXON HILL 32 50 WALDORF 39 46 40 28 DALE CITY 2 5 LA PLATA 95 AQUIA PRINCE FREDERICK 301 Additional Locations 41 42 8 FREDERICKSBURG Towers s/c Old Country Plaza Cedarville Center Blackwell Park Warrenton Village Warrenton Center Huntfield Huntfield Pad Warrenton Twn. Centre 301 Roanoke, Va Roanoke, Va Front royal, Va Warrenton, Va Warrenton, Va Warrenton, Va Huntfield, WV Huntfield, WV Warrenton, Va Locations 1) New Market 2) Mount Airy 3) Milford Mill 4) The Rotunda 5) Rockville Town Center 6) Vilge. Ctr. Belmont Grn. 7) Muddy Branch 8) Central Park 9) Quarles Center 10) Viers Mill Village 11) Stoneymill Square 12) Brockbridge 13) Penn Station 14) Penn Mar 15) Pointer Ridge 16) Amber Ridge 17) Hall Station 18) Osborne S/C 19) Dunkirk Gateway 20) Cameron Chase 21) Brambletown T/C 22) Worldgate Centre 23) Franklin Farm 24) Vienna S.C. 25) Liberia Props 26) Oak Grove 27) Dulles Pky. Rests. 28) Westchest @ Pavilions 29) Metropolitan Park I 30) Centrewood Plaza 31) Colonnade @ Union Mill 32) Bull Run Plaza 33) Manassas S.C. 34) Davis Ford Crossing 35) Bristow Center 36) Springfield Plaza 37) Telegraph Village 38) Festival at Old Bridge 39) Smoketown Plaza 40) Potomac Festival 41) Central Park Mktplce. 42) Waverly 43) Kingstowne 44) 7645 Fordson Rd. 45) Skyland 46) Tackett’s Mill 47) ChevyChase Pavillion 48) Fox Chapel 49) Edgewater Bank Pad Clarendon DC 4 er 3 Iwo Jima Riv 2 9 N TO 8 NG 7 HI 6 c ma to Po ARLINGTON/ALEXANDRIA AS 10 27 66 29 W 1 5 Fort Meyer 66 Arlington National Cemetery 50 Seven Corners Arlington Hall 50 12 244 11 Glencarlyn Park Army Navy CC 7 Baileys Crossroads Lake Barcroft 13 14 15 16 395 Ronald Regan National Airport Barcroft Park 244 Lincolinia Heights Braddock Heights 1 7 395 17 18 Landmark Clover 22 25 23 26 24 21 20 Alexandria 495 95 495 95 Huntington Locations 1) Williamsburg Shops 2) 4300 Wilson Blvd 3) Lincoln Towers 4) Ballston Place 5) Gallery at Va Square 6) 2201 Wilson Blvd 7) Arl. Courthouse Plaza 8) Arlington Courthouse Pl. 9) Arlington Plaza 10) Gallery At Rosslyn 11) Parc Vista 12) National Gateway 13) Crystal Towers 14) Crystal Houses 15) Crystal Plaza 16) The Buchanan 17) 1199 N. Fairfax Street 18) Braddock Place 19) Atrium Building 20) 1701 Duke Street 21) King Street Station IV 22) 1775 Duke Street 23) Carlyle Place 24) King Street Station I 25) Landmark Gateway 26) Cameron Station 27) 1655 N. Ft. Myer Dr. 28) 7645 Fordson Rd. 28 19 MALL National Academy of Sciences Dept. of State E Street FOGGY BOTTOM e. Av 7 ve 50 11 12 16 18 19 20 16th Street 13th Street tts 29 30 29 ve. de Rho n Isla 33 34 1 Verizon NPG Center 25) 1101 Vermont Ave 26) The Alta 27) 700 14th Street 28) 1250 Eye Street 29) Homer Building 30) 1201 F Street ve Ma 3 395 31) 1010 Massachusetts Ave 32) 901 K Street 33) 901 E Street 34) Terrell Place 35) Lansburgh Building 36) 455 Massachusetts Ave 36 K Street 50 MT. VERNON P Street Q Street R Street aA rid Flo NATIONAL GALLERY E Street 35 J. Edgar Hoover Bldg. Pen ns Dept. ylvania IRS of A JusticeNational ve Archives 1 F Street G Street H Street A ve. 32 EAST END ork 31 . ve dA M Street Convention Center N Street THOMAS CIRCLE wY MUSEUM OF AMERICAN HISTORY Dept. of Commerce 27 28 Ne e. Av 13th Street FRANKLIN SQUARE 19) 1730 Penn Ave 20) 1717 Penn Ave 21) 1620 Eye Street 22) 1156 15th Street 23) 1100 15th Street 24) 1025 Vermont Ave MALL 24 e. use 26 ch ssa Ma 23 25 Constitution Ave. THE ELLIPSE WHITE HOUSE LAFAYETTE PARK e. Av 15th Street 22 nd la e Is H Street 21 LStreet Eye Street K Street e. Dept. of Vi Interior rg ini a Av GSA World Bank 17 14 15 13 e. od Rh M Street N Street P Street Q Street 13) 1850 K Street 14) 1875 Eye St 15) 1825 Eye Street 16) 1000 Connecticut Ave 17) 1775 Penn Ave 18) 1747 Penn Ave GWU ia A 8 CBD sylv an Pe nn 7) 2121 K Street 8) 2021 K Street 9) 2025 M Street 10) 1300 Connecticut Ave 11) 1919 Pennsylvania Ave 12)) 900 19th Street rg ini a Vi 22nd Street 41 9 10 m R Street 2 ssa set ts A ve . CAPITOL HILL Union Station NOMA M Street38 39 T Street nd Isla de Rho 37) 1101 1st Street 38) Noma 39) One Noma Station 40) H Street Connection 41) 1217 22nd Street ch u 37 Ne N. Capitol Street e. Av ork Y w ve. Union Row 1825 14th Street 201 Florida Avenue Harbourside 2550 M Street 1255 23rd Street 5 6 ROCK CREEK PARK DUPONT CIRCLE ADAMS MORGAN rid Av ire U Street ey A 1) 2) 3) 4) 5) 6) 66 Kennedy Center y. . ve A Flo e. v aA 29 Howard University Hospital Jers Locations 4 GEORGETOWN Q Street kC re Roc ts kP kw ee Cr ek Pkw y. Ne w Ha m ps hir e 23rd Street A ck us et ch w Ne e. Ro ve . ps m Ha Av hir e as sa 19th Street 19th Street w tA on erm V ps h Ha Ne 17th Street tA v rm 14th Street on W Street 6th Street M 15th Street 1 . Ave Flo r Ma ssa ch use t 1 ts A Av e ve . ida 40 H Street K Street Galludet University BRENTWOOD PARK 11th Street DOWNTOWN WASHINGTON, D.C. 2nd Street 14th Street Ve Dept. of Commerce e ve. 14th Street nn 7th Street ve. Co tA u ctic 13th Street ve. 9th Street ey A 3rd Street tA N. Capitol Street ticu 4th Street n c ne Jers 6th Street Co New New DEVELOPMENT PORTFOLIO Property Name Location Planned GLA Amber Ridge* Cedarville Center* Hall Station* (plus 109 residential units) New Market* Skyland Town Center* (plus 468 residential units) Bowie, MD Front Royal, VA Prince George’s County, MD 150,000 770,000 49,500 New Market, MD Washington, DC 90,000 325,000 LEASING & MANAGEMENT PORTFOLIO Property Name Location GLA Principal Tenants Brockbridge Shopping Center* Laurel, MD 70,466 Gold’s Gym, Rugged Wearhouse, Aaron Rents Bristow Center* Bull Run Plaza Bristow, VA Manassas, VA 200,000 413,874 Cameron Chase Village Center* Ashburn, VA Central Park* Fredericksburg, VA 40,868 678,000 Central Park Marketplace Fredericksburg, VA 215,500 Centrewood Plaza The Colonnade at Union Mill Centreville, VA Clifton, VA 98,877 122,693 Davis Ford Crossing* Manassas, VA 155,890 Harris Teeter, CVS/pharmacy Dick's Sporting Goods, Shoppers Food & Pharmacy, Office Depot, PetsMart, Dollar Tree, Chili's Anita’s, Let's Dish, Quizno Subs Ann Taylor Loft, Kohl’s, Borders, Chico's, Dress Barn, Wal-Mart, Jos. A. Banks, Kirklands, Office Depot, Old Navy, Sport & Health, Talbot’s, Lowe’s Carrabba's, AC Moore, Home Gallery Ulta Cosmetics Giant Food, Starbucks Coffee Giant Food, Panera Bread, Outback Steakhouse, Starbucks Coffee Super Q Mart, Staples, CVS/pharmacy Dunkirk Gateway Dunkirk, MD 230,000 Giant Food, Wal-Mart, Starbucks Fair Lakes Promenade Fairfax, VA 145,000 Fox Chapel Franklin Farm Village Center Germantown, MD Herndon, VA 115,230 137,464 Festival at Old Bridge Fair Lakes Promenade Lake Ridge, VA Fairfax, VA 235,020 145,000 Old Navy, Barnes & Noble, Men’s Wearhouse, TGI Friday’s Super Q Mart, Chevy Chase Bank Giant Food, Sears Appliance & Hardware, Starbucks Coffee Bloom, Gold's Gym Old Navy, Barnes & Noble, Macaroni Grill *Centers owned by affiliates of The Rappaport Companies. LEASING & MANAGEMENT PORTFOLIO Property Name Location GLA Principal Tenants H Street Connection* Hastings Marketplace Hungarybrook Shopping Center Manassas Shopping Center Washington, DC Manassas, VA Richmond, VA Manassas, VA 37,991 95,000 87,000 185,032 Milford Mill Shopping Center* Mount Airy Shopping Center* Muddy Branch Square Baltimore, MD Mt. Airy, MD Gaithersburg, MD 41,644 190,432 110,734 Rite Aid Drug, Sports Zone Harris Teeter, Nebauer Dental Food Lion, Dollar Tree Peebles Department Store, Advance Auto Parts, J&K Grocery ALKO Clothing & Shoe Outlet Wal-Mart, Safeway, Rite Aid Drug Giant Food, Starbucks Cofffee Osborne Shopping Center* Penn Mar Shopping Center* Upper Marlboro, MD Forestville, MD 30,476 387,028 Penn Station* District Heights, MD 244,959 Pointer Ridge* Potomac Festival* Bowie, MD Woodbridge, VA 72,192 338,369 Smoketown Plaza* Woodbridge, VA 290,674 Springfield Plaza Springfield, VA 260,974 Stoneymill Square (9,600-sq.-ft. expansion planned) Tackett’s Mill Towers Shopping Center* Wheaton, MD 95,228 Lake Ridge, VA Roanoke, VA 157,831 294,571 Vienna Shopping Center Vienna, VA Waverly* Worldgate Centre* Fredericksburg, VA Herndon, VA *Centers owned by affiliates of The Rappaport Companies. 72,820 40,301 229,326 Safeway, CVS/pharmacy, Subway Shoppers Food & Pharmacy, Burlington Coat Factory, Starbucks, Marshalls, PETCO, Staples Save-A-Lot, Casual Male, Dollar Tree CVS/pharmacy Staples, David's Bridal Outback Steakhouse Lowes, Popeye’s, Arby’s, Aldi, Dunkin’ Donuts Giant Food, CVS/pharmacy, Trader Joe's, buybuy Baby, David’s Bridal CVS/pharmacy Safeway, Dunkin’ Donuts,Quiznos Sub Kroger, The Fresh Market, Planet Fitness, Awful Arthur’s Magruder’s, Vienna Drug, Tuesday Morning, Hamilton Sofa Gallery FedEx Office, La-Z-Boy, Fitness Resource Worldgate Sport & Health, T.G.I. Fridays, Phoenix Worldgate 9 Theatres, American Cafe, Starbucks Coffee LEASING ONLY PORTFOLIO Property Name Location 14th & W Streets, NW 201 Florida Avenue 455 Massachusetts Avenue 457 Massachusetts Avenue 300 Half Street 300 New Jersey Avenue, NW 601 Pennsylvania Avenue 700 14th Street 901 K Street 975 F Street 1000 Connecticut Avenue 1010 Massachusetts Avenue 1025 Vermont Avenue 1100 15th Street 1101 15th Street 1110 Vermont Avenue 1156 15th Street 1199 N. Fairfax Drive 1200 New Hampshire Avenue 1201 F Street 1255 23rd Street 1300 Connecticut Avenue 1600 Wisconsin Avenue 1620 Eye Street, NW 1701 Duke Street 1717 Pennsylvania Avenue 1730 Pennsylvania Avenue 1747 Pennsylvania Avenue 1775 Duke Street 1775 Pennsylvania Avenue 1825 14th Street 1841 Columbia Road 1919 Pennsylvania Avenue 2021 K Street 2025 M Street 2201 Wilson Boulevard 2550 M Street 4814 MacArthur Boulevard 4900 Fairmont Avenue 7645 Fordson Road The Alta Washington, DC Washington, DC Washington, DC Washington, DC Washington, DC Washington, DC Washington, DC Washington, DC Washington, DC Washington, DC Washington, DC Washington, DC Washington, DC Washington, DC Washington, DC Washington, DC Washington, DC Alexandria, VA Washington, DC Washington, DC Washington, DC Washington, DC Washington, DC Washington, DC Alexandria, VA Washington, DC Washington, DC Washington, DC Alexandria, VA Washington, DC Washington, DC Washington, DC Washington, DC Washington, DC Washington, DC Arlington, VA Washington, DC Washington, DC Bethesda, MD Alexandria, VA Washington, DC GLA 20,000 10,177 12,500 1,920 20,000 5,000 3,250 9,766 5,565 4,852 20,000 8,735 3,000 4,564 2,334 5,121 3,800 1,721 5,000 11,639 31,675 15,367 3,116 6,500 14,700 4,207 15,187 9,988 11,652 9,246 4,500 2,800 27,335 10,000 17,862 2,647 2,041 3,650 630 10,000 5,300 LEASING ONLY PORTFOLIO Property Name Location Arlington Courthouse Place Arlington Courthouse Plaza Atrium Building Ballston Place The Bennington Broad Run Village The Buchanan Cameron Station Canal Center Capitol Gateway Marketplace Carlyle Center Catoctin Corner Chevy Chase Pavilion Crystal Houses Crystal Plaza Crystal Towers Dulles Parkway Center Edgewater Bank Pad Gallery at Rosslyn Gallery at Virginia Square Georgetown Plaza Harbourside The Homer Building Huntfield International Square King Street Station I King Street Station IV Kingstowne Towne Center Landmark Gateway The Lansburgh Lincoln Towers Metro Tech Center Metropolitan Park National Gateway Oak Grove Shopping Center One Noma Station Parc Vista Plank Plaza Presidential Plaza The Rotunda Seven Springs Village Shops at Crystal Drive Arlington, VA Arlington, VA Alexandria, VA Arlington, VA Arlington, VA Dulles, VA Arlington, VA Alexandria, VA Alexandria, VA Washington, DC Alexandria, VA Purcellville, VA Washington, DC Arlington, VA Arlington, VA Arlington, VA Ashburn, VA Edgewater, MD Arlington, VA Arlington, VA Washington, DC Washington, DC Washington, DC Dulles, VA Washington, DC Alexandria, VA Alexandria, VA Alexandria, VA Alexandria, VA Washington, DC Arlington, VA Alexandria, VA Crystal City, VA Arlington, VA Sterling, VA Washington, DC Arlington, VA Fredericksburg, VA Washington, DC Baltimore, MD College Park, MD Crystal City, VA GLA 2,400 17,419 12,159 4,800 4,692 80,000 77,105 20,000 6,550 88,000 5,020 70,000 150,000 8,580 2,650 5,463 5,500 4,100 3,835 6,949 21,016 10,000 30,000 200,000 55,944 9,576 8,000 2,242,994 30,000 5,800 12,215 2,500 100,000 20,000 15,000 4,000 430 26,000 8,770 20,000 3,000 41,773 LEASING ONLY PORTFOLIO Property Name Location GLA The Shops at Park Village Siena Park Solea Terrell Place Tyson’s International Plaza Union Row Warrenton Towne Center Westchester at the Pavilions Washington, DC Arlington, VA Washington, DC Washington, DC Washington, DC Washington, DC Warrenton, VA Waldorf, MD 2,456 32,000 9,426 41,391 29,559 26,000 123,205 15,590 MANAGEMENT ONLY PORTFOLIO Property Name Location GLA Principal Tenants 1217 22nd Street Washington, DC 12,982 Walgreens, Starbucks Brambleton Town Center Brambleton, VA 500,000 Blackwell Park Central Park Warrenton, VA Fredericksburg, VA Dominion Valley Market Square Liberia Properties Old Country Plaza South Riding Market Square Haymarket, VA Manassas, VA Roanoke, VA Chantilly, VA 175,000 137,041 83,230 335,000 Telegraph Village Viers Mill Village Village Center at Belmont Greene Warrenton Center Shopping Center Alexandria, VA Wheaton, MD Ashburn, VA 37,045 47,512 268,017 Regal Fox Cinemas,Harris Teeter, Chevy Chase Bank, Caribou Coffee, California Tortilla CVS/pharmacy, Ruby Tuesday Best Buy, Circuit City, Kohl’s, Lowe’s, PetsMart, Shoppers Food Warehouse, Sports Authority, Target, Wal-Mart Supercenter Giant, SunTrust Bank, Tropical Smoothie 7-Eleven, Ted Britt Ford Food Lion, Wild Wings Giant, Home Depot, Ruby Tuesdays, Panera Bread Domino’s Pizza Rite Aid Drug CVS/pharmacy, McDonald’s, Wachovia Warrenton, VA 218,650 Warrenton, VA 114,789 Warrenton Village Shopping Center 35,127 1,506,500 Peebles Department Store, Staples, Petco, Borders, Jo-Ann Fabric & Crafts, Rite Aid Drug Safeway, Fashion Bug CONSTRUCTION MANAGEMENT PORTFOLIO Property Name Location Brambleton Town Center Hastings Marketplace Quarles Center Village on the Parkway Brambleton, VA Manassas, VA Haymarket, VA Woodbridge, VA Leasing & Management Portfolio: Development Portfolio: Leasing Only Portfolio: Management Only Portfolio: Construction Management Portfolio: Portfolio Total: GLA Principal Tenants 500,000 95,000 37,412 14,820 Regal Fox Cinemas Harris Teeter, Nebauer Dental CVS/pharmacy, Fauquier Bank Walgreens 6,024,740 1,380,596 1,993,584 3,433,791 647,232 Sq. Ft. Sq. Ft. Sq. Ft. Sq. Ft. Sq. Ft. 12,832,711 Sq. Ft.* *Construction Management Portfolio not included in portfolio total 1/8/10
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