2500 Milton Ave, Janesville, WI 53545
Transcription
2500 Milton Ave, Janesville, WI 53545
OFFERING MEMORANDUM OFFERING MEMORANDUM 2500 Milton Ave, Janesville, WI 53545 2500 Milton Ave Janesville, WI 53545 PRESENTED BY: Kyle B. Matthews, CCIM Chairman & CEO 310 919 5757 [email protected] License No. 01469842 Patrick Toomey Managing Partner 310 919 5765 [email protected] License No. 00881133 Beau Beach Broker of Record License No: 55685-90 Capital Markets Brian Krebs Barrington Capital Corporation 818 606-9476 [email protected] C ONF IDE NTIALIT Y & DI SC L A I M ER STATEMEN T This Offering Memorandum contains select i nformation pertaining to the business and affairs of Janesville Mall located at 2500 Milton Ave, Janesville, WI 53545 (“Property”). It has been prepared by Matthews Retail Advisors . This Offering Memorandum may not be all-inclusive or contain all of the information a prospective purchaser may desire. The information contained in this Offering Memorandum is confidential and furnished solely for the purpose of a review by a prospective purchaser of the Property. It is not to be used for any other purpose or made available to any other person without the written consent of Seller or Matthews Retail Advisors . The material is based in part upon information supplied by the Seller and in part upon financial information obtained from sources it deems reliable. Owner, n or their officers, employees, or agents makes any representation or warranty, express or implied, as to the accuracy or completeness of this Offering Me morandum or any of its contents and no legal liability is assumed or shall be implied with respect thereto. Prospective purchasers should make their own projections and form their own conclusions without reliance upon the material contained herein and conduct their own due diligence. By acknowledging your receipt of this Offering Memorandum for the Property, you agree: 1. The Offering Memorandum and its contents are confidential; 2. You will hold it and treat it in the strictest of confidence; and 3. You will not, directly or indirectly, disclose or permit anyone else to disclose this Offering Memorandum or its contents in any fashion or manner detrimental to the interest of the Seller. Owner and Matthews Retail Advisors expressly reserve the right, at their sole discretion, to reject any and all expressions of interest or offers to purchase the Property and to terminate discussions with any person or entity re viewing this Offering Memorandum or making an offer to purchase the Property unless and until a written agreement for the purchase and sale of the Property has been fully executed and delivered. If you wish not to pursue negotiations leading to the acquisition of the Property or in the future you discontinue such negotiations, then you agree to purge all materials relating to this Property including this Offering Memorandum. A prospective purchaser’s sole and exclusive rights with respect to this prospective transaction, the Property, or information provided herein or in connection with the sale of the Property shall be limited to those expressly provided in an executed Purchase Agreement and shall be subject to the terms thereof. In no event shall a prospective purchaser have any other claims against Seller or Matthews Retail Advisors or any of their affiliates or any of their respective officers, Directors, shareholders, owners, employees, or agents for any damages, liability, or causes of action relating to this solicitation process or the marketing or sale of the Property. This Offering Memorandum shall not be deemed to represent the state of affairs of the Property or constitute an indication that there has been no change in the state of affairs of the Property since the date this Offering Mem orandum. TABLE OF CONTENTS EXECUTIVE SUMMARY Executive Summary........................................................................ 9 Key Statistics..................................................................................... 11 PROPERTY INFORMATION Property Information ....................................................................12 Physical Description...................................................................... 13 Aerial Photo..................................................................................... 14 Bird’s Eye..........................................................................................15 Site Plan............................................................................................16 Local Map.........................................................................................18 Regional Map...................................................................................19 Competition Map...........................................................................20 DEMOGRAPHICS AND AREA OVERVIEW City and County Overview...........................................................21 Local Attractions and Major Employers...................................23 Demographics................................................................................24 FINANCIAL ANALYSIS Operating Overview..................................................................... 27 Assumptions...................................................................................29 Projected Cash Flow..................................................................... 31 Historical Operating Information............................................... 33 Rent Roll........................................................................................... 34 Lease Expiration Schedule ........................................................ 44 Lease Expiration Graph............................................................... 48 Historical Tenant Sales.................................................................49 TENANT OVERVIEW Individual Tenant Overviews......................................................53 Page 6 Offering Memorandum | Janesville Mall PROPERTY INFORMATION Offering Memorandum | Janesville Mall ™ Page Page 7 7 PRICING AND FINANCIAL ANALYSIS Page 8 Offering Memorandum | Janesville Mall EXECUTIVE SUMMARY Janesville Mall 2500 Milton Ave. Janesville, WI 53545 List Price����������������������������������������������������������������������������������������������� Best Offer NOI (In Place)��������������������������������������������������������������������������������������$4,616,953 Gross Leasable Area (total)����������������������������������������������������������� 608,736 SF Gross Leasable Area (owned)������������������������������������������������������� 608,736 SF Anchors...................................................................Sears, Boston Store, Kohl’s Occupancy (over owned GLA)��������������������������������������������������������������������87% Land Area������������������������������������������������������������������������������������������46.40 Acres Year Built/ Renovated���������������������������������������������������������� 1973/1998 & 2015 Offering Memorandum | Janesville Mall Page 9 9 Page 9Page MALL FACTS Janesville Mall is home to more than 60 specialty stores including American Eagle Outfitters, Bath & Body Works, Books-A-Million, Buckle, The Children’s Place, Justice, Kay Jewelers, Kitchen Collection, maurices, rue21, Tiger Lily, Victoria’s Secret, Yankee Candle Company and Zumiez. The mall has recently undergone a multi-million dollar renovation and redevelopment. New stores include Dick’s Sporting Goods, Rogers & Hollands and ULTA. TRADE AREA Located in Rock County, Janesville Mall is the area’s dominant regional shopping center with its nearest competition more than 40 minutes away. Janesville Mall is the single largest contributor of retail sales in the Rock County MSA with more than $100 million in retail sales annually. Janesville is known as the business, industrial and shopping center of south central Wisconsin. Its central location amid Madison, Chicago, Rockford and Milwaukee makes it the ideal location for industry, tourism and homeowners. New residential development and growth is very active in the northeast region of Janesville, less than five miles from Janesville Mall. Major employers in the Janesville area include Mercy Health System (3,877 employees), Janesville School District (1,450 employees), Rock County (county seat, 1,191 employees), Lab Safety Supply (724 employees) and SSI Technologies (534 employees). Several colleges bring more than 35,000 students to the Janesville area. These include University of Wisconsin-Whitewater (10,800 students), Rock Valley College (9,019 students), Blackhawk Technical College (14,000 students) and Beloit College (1,300 students), all within 25 miles of the mall. In addition, there are more than 5,000 high school students attending three different high schools within ten miles of Janesville Mall. Page 10 Offering Memorandum | Janesville Mall KEY STATISTICS Space Type Key Tenants GLA Lease Exp. Sears 123,442 10/31/2021 Net Operating Income Boston Store 96,000 1/31/2019 Absorption & Turnover Vacancy Kohl's 88,691 1/31/2021 Scheduled Base Rental Revenue Retail Sales Percent Revenue Base Rental Revenue 6/2016-5/2017 $5,368,042 (1,094,907) 4,273,135 SF # Suites % Total Anchors (owned and non-owned) 308,133 3 51% Dick's Sporting Goods 45,017 1/31/2026 Majors 103,057 2 17% ULTA Salon 10,000 9/30/2025 Inline 197,546 69 32% Chuck E. Cheese 9,403 7/31/2020 Specialty Leasing Total 608,736 74 100% Rue 21 8,122 1/31/2028 Central Energy Income Books-A-Million 6,808 1/31/2019 Sponsorship Branding Income Victoria’s Secret 6,407 1/31/2020 Food Court Maintenance 25,464 6,118 1/31/2024 Marketing Income 72,459 Maurices Expense Reimbursement Revenue Space Type Leased Vacant SF % Leased Anchors 308,133 0 100% Steinhafels Mattress 5,500 5/31/2021 Other Revenue Majors 45,017 58,040 44% The Shoe Dept. 5,246 12/31/2017 Total Potential Gross Revenue inline 175,221 22,325 89% General Vacancy Total 528,371 80,365 87% TOTAL EFFECTIVE GROSS REV Management Fees - 3.0% Central Energy Expense 9,577 122,070 1,800 6,653,977 0 6,653,977 199,619 8,620 87% Payroll Expense 143,650 0 N/A Maintenance & Repairs 787,321 608,736 87% General & Administrative 55,384 Vacant SF Total SF % Leased Owned 528,371 80,365 608,736 0 0 528,371 80,365 Other Operating Expenses For complete financials and assumptions, please refer to the Financials section which begins on page 27 of this offering memorandum. Offering Memorandum | Janesville Mall 479,034 141,708 Leased Total 1,447,892 Utility Expense Collateral Non-Owned 222,546 80,135 Marketing Expenses 69,930 Insurance Expense 56,925 Real Estate Taxes 493,732 Total Operating Expenses 2,037,024 NET OPERATING INCOME $4,616,953 Page 11 PROPERTY INFORMATION Page 12 Property Name.............................................................................. Janesville Mall Property Address.....................................................................2500 Milton Ave Janesville, WI 53545 Ownership:.......................................CBL & Associates Properties, Inc (CBL) Total GLA�������������������������������������������������������������������������������������������� 608,736 SF Owned GLA��������������������������������������������������������������������������������������� 608,736 SF Land Area�������������������������������������������������������������������������������������������46.40 Acres Parking������������������������������������������������������������������������������������������������������������2,706 Parking Ratio (per 1,000 SF)�����������������������������������������������������������4.45 : 1,000 Year Built�����������������������������������������������������������������������������������������������������������1973 Year Renovated����������������������������������������������������������������������������������� 1998, 2015 REAL ESTATE TAXES Taxing Authority����������������������������������������������������������� Rock County Treasurer APN.........................................................................0219200055, 0219200068, 0219200030, 9219200062 Offering Memorandum | Janesville Mall Offering Memorandum | Janesville Mall Physical Description SITE INFORMATION Water and sewer: Racine Waste Water and Utility Fire Protection: Fully automatic wet pipe fire sprinkler systems. Lighting Site lighting is provided by high pressure sodium fixtures mounted on 40 foot high steel poles in the parking lot; each fixture has a 1,000 watt lamp Structural System: Structural steel with metal roof decks Exterior Walls: Split face concrete block, with insulated metal siding on a metal framework Framing: Steel Foundation: Reinforced concrete with spread footings Floor system: Poured concrete slabs on grade INTERIOR DETAIL Roof Type: Built-up asphalt and gravel over rigid board insulation Floor Covering: Ceramic tile Roof Cover: Portions have been replaced with WR Grace roofs, fully adhered to a recovery board over old roof systems Walls: Painted sheet rock on metal studs Pedestrian Doors: Metal and glass Ceilings: Acoustic and painted gypsum Stairs: JC Penney and Bergner buildings have metal pan with concrete treads Plumbing: Vertical Transportation: Dover hydraulic freight elevator in JC Penney store Domestic water provided from main site to each building. Sanitary waste drains via gravity flow lines. Plumbing pipes include copper, PVC, and cast iron Parking The property contains approximately 2,706 surface parking spaces, reflecting an overall parking ratio of 4.45 spaces per 1 ,000 square feet Store Fronts: Steel and glass The HVAC for the mall common areas and management offices is provided by 11 Singer rooftop, air cooled, package gas heating and electric cooling units. There is a roof mounted exhaust fan over the center court clerestory, which has a capacity of 5,000 cfm, and is driven by a 1 hp motor. ZONING The anchor stores have complete responsibility for their HVAC systems. JC Penney’s HVAC system consists of a central water chiller, hot water gas fired boiler, and water circulating pumps. Boston Store and Kohl’s have their HVAC provided by package air cooled, rooftop units with gas heating and electric cooling. MECHANICAL DETAIL HVAC: Plumbing: Electrical: Governing Municipality: City of Janesville Current Zoning: B-2 Community Shopping District Current Use: Community Shopping Center Permitted Uses: Various commercial uses including retail, office, business services, and restaurant Domestic water provided from main site to each building. Sanitary waste drains via gravity flow lines. Plumbing pipes include copper, PVC, and cast iron At each mall transformer there is an electric room with electric meter banks and individual electric meters for each mall tenant. In the mall garage, there is a natural gas engine driven emergency electric generator that serves the separate exit and emergency lighting circuits for the mall common areas and the fire alarm system. The anchor stores each have individual power transformers adjacent to their stores that provides the secondary electric service. JC Penney and Boston Stores have an indicated nominal 15 kw capacity, gas engine driven, emergency generator. The Kohl’s store has a battery emergency power system. Offering Memorandum | Janesville Mall Page Page 13 13 AERIAL MAP Page 14 Offering Memorandum | Janesville Mall BIRD’S EYE Offering Memorandum | Janesville Mall Page 15 SITE PLAN Page 16 Offering Memorandum | Janesville Mall TENANT KEY JanesvilleMall.com DEPARTMENT STORES Boston Store Kohl’s Sears ACCESSORIES 113 3 118 Claire’s Piercing Pagoda rue21 APPAREL, CHILDREN’S 104 122 The Children’s Place Justice APPAREL, FAMILY/UNISEX 170 167 155A 118 129 114 ƂiÀV>>}i"ÕÌwÌÌiÀà Buckle C&Y Sports* rue21 The University Book Store Zumiez APPAREL, MEN’S 146 Nedrebo’s Formal Wear APPAREL, WOMEN’S 119 153 155 120 105B Christopher & Banks maurices Tiger Lily Vanity Victoria’s Secret BOOKS, CARDS & GIFTS 103 Books-A-Million BOOKS, CARDS & GIFTS 131 165 128 Spencer’s Yankee Candle Company RadioShack Offering Memorandum | Janesville Mall ENTERTAINMENT, TOYS & GAMES SHOES 113A 145 104 154 159 151 GameStop Kryptonite Kollectibles FOOD COURT 123 5 126 125 Kobe Japanese Orange Julius Panda Express Philly Steak FOOD, RESTAURANTS 177 Chuck E. Cheese’s FOOD, SPECIALTY 4 161 Auntie Anne’s Pretzels Fannie May Candies HEALTH & BEAUTY 173 148 117 106 147 163 113B 124 199 Bath & Body Works Fancy Nails GNC Live Well MasterCuts Miracle Eyebrows** Model Nails Perfect Brow Bar Regis ULTA** JEWELRY 112 110 Kay Jewelers Rogers & Hollands* The Children’s Place Finish Line Journeys SHOE DEPT. SPECIALTIES 164 169 Furry Babies Kitchen Collection SPORTING GOODS & APPAREL 122A 145 160 129 Dick’s Sporting Goods** Hibbett Sports Kryptonite Kollectibles Lids The University Bookstore WIRELESS & CELLULAR SERVICES 150 2 128 1 Best Buy Mobile Cellairis RadioShack U.S. Cellular OUTSIDE THE MALL A B Sears Auto Center Steinhafels Mattress *Opens Summer 2015 **Opens Fall 2015 OPTICAL 101 LensCrafters PROFESSIONAL SERVICES 162 132 Chinese Relaxation Center K-Alterations Page 17 LOCAL MAP 1 mile Page 18 Offering Memorandum | Janesville Mall REGIONAL MAP 20 miles Offering Memorandum | Janesville Mall Page 19 COMPETITION MAP 2 3 4 1 No. Center Name City ST GLA Distance Anchors 1 Cherryvale Mall Rockford IL 900,103 36 Sears, JC Penney, Macy's, Bergner's 2 East Towne Mall Madison WI 1,035,571 37 JC Penney, Sears, Bergner's 3 Hilldale Mall Madison WI 615,272 41 Macy's, Target, Sentry 4 West Towne Mall Madison WI 1,053,014 42 Boston Store, Dick's Sporting Goods, JC Penney, Sears, Toys R Us 20 miles Page 20 Offering Memorandum | Janesville Mall CITY OVERVIEW | JANESVILLE Janesville is a moderately sized city located on the Rock River in the rolling hills, rich fields and verdant woodlands of scenic south central Wisconsin. Janesville was founded in 1836 and has experienced steady growth and development ever since. Janesville’s long history of strong industry and economic success has helped turn the city into a major commercial and industrial center for the State-Line area. Perhaps what Janesville is best known for is its abundance of beautiful parks and recreational areas. Boat launches, numerous ball fields, 60+ playgrounds, two public golf courses, tennis courts, over 2,300 acres of parkland and 25+ miles of paved bike trail are just some of the amenities enjoyed by Janesville residents. Twenty percent of Wisconsin’s buildings are listed on the National Register of Historic Places are located in Janesville. The 1857 Lincoln-Tallman House, which models the Italian Villa-style architecture, is one of 34 sites on the Register. Abraham Lincoln slept there for two nights. The Columbus Circle neighborhood became Janesville’s tenth historic district in 2005. The former Janesville Public Library, a Carnegie library built in 1902, was designed by J.T.W. Jennings. The Courthouse Hill Historic District was added in 1986. In 1976, the Lappin-Hayes Block, once the site of the cabin belonging to Henry Janes, was added. The Lovejoy and Merrill-Nowlan Houses, the residences of two Janesville Mayors, including Allen P. Lovejoy, were added in 1980. The Frances Willard Schoolhouse, partially built by Josiah Willard and named after his daughter, Frances, was added in 1977. Offering Memorandum | Janesville Mall Page 21 COUNTY OVERVIEW | ROCK COUNTY Rock County offers residents and visitors alike an abundant array of cultural, historical, natural and recreational options. Anchored by the Rock River, which flows from Lake Koshkonong and extends across the WI / IL border, this waterway offers water enthusiasts a range of activities ranging from fishing to motorized watercrafts. Museums and performing arts venues can be found on the campuses of area higher learning institutions, as well as within a number of local downtowns. History buffs have the opportunity to stroll through a number of places of historic significance, including landmarks that were representative of this nation’s past socio-economic profile. TOP EMPLOYERS - Rock County 1. Mercy Health System 2. Beloit Health Systems 3. WW Grainger Inc 4.Frito-Lay 5. Regal Beloit 6. Seneca Foods From the Ice Age Trail to various river walks, bikeways and nature trails there are over 250 miles of identified trails that weave throughout the County. Whether riding a bicycle, horse or simply cruising along on a pair of roller blades there are multiple trail options that appeal to beginners and seasoned path connoisseurs alike. Page 22 Offering Memorandum | Janesville Mall EDUCATION The Janesville School District has twelve elementary schools, three middle schools, two high schools and five charter schools: the Janesville Academy for International Studies, ARISE Virtual Academy, Rock River Charter School, Rock University High School, and TAGOS Leadership Academy. In addition, there are a number of parochial schools in the city. The Wisconsin School for the Blind and Visually Impaired has been located in Janesville since 1850. A two-year community college, the University of Wisconsin–Rock County, located on the southwest side of Janesville, is part of the University of Wisconsin System. A two-year technical college, Blackhawk Technical College, is located midway between Janesville and Beloit; Blackhawk also offers degree programs through Upper Iowa University. TRANSPORTATION Interstate 90/39 passes through Janesville, as do U.S. Hwy 14 and 51 and state Hwy 26 and 11. Just south of Janesville is Southern Wisconsin Regional Airport, which provides business and air cargo services. The closest airports with commercial air service are Dane County Regional Airport in Madison and Chicago Rockford International Airport in Rockford, Illinois. The city is served by three freight railroads: Union Pacific, which has two daily freight trains between Janesville and Chicago; the Wisconsin and Southern Railroad, a regional carrier that provides freight service to cities throughout southern Wisconsin; and the Iowa, Chicago and Eastern Railroad, a subsidiary of the Canadian Pacific Railway, that operates a weekly train to Chicago. Offering Memorandum | Janesville Mall Page 23 DEMOGRAPHICS 5 | Mile 10 | Mile 15 | Mile 25 | Mile 2021 Projection 2016 Estimate 2010 Census 2000 Census Growth 2016 - 2021 Growth 2010 - 2016 Growth 2000 - 2010 POPULATION 69,093 68,292 67,865 64,617 1.17% 0.63% 5.03% 95,735 94,586 93,888 89,011 1.21% 0.74% 5.48% 160,126 158,116 156,761 149,591 1.27% 0.86% 4.79% 380,562 374,953 369,189 338,402 1.50% 1.56% 9.10% HOUSEHOLDS 5 | Mile 10 | Mile 15 | Mile 25 | Mile 2021 Projection 2016 Estimate 2010 Census 2000 Census Growth 2016 - 2021 Growth 2010 - 2016 Growth 2000 - 2010 69,093 68,292 67,865 64,617 1.43% 1.10% 7.55% 95,735 94,586 93,888 89,011 1.49% 1.27% 8.10% 160,126 158,116 156,761 149,591 1.71% 1.75% 6.95% 380,562 374,953 369,189 338,402 1.79% 2.08% 12.25% 5 | Mile 10 | Mile 15 | Mile 25 | Mile 11.30% 11.52% 11.09% 14.44% 19.74% 13.26% 8.66% 4.24% 3.25% 1.22% 1.02% 0.25% $65,265 $52,089 10.24% 10.47% 10.99% 14.50% 20.16% 14.14% 9.19% 4.57% 3.34% 1.23% 0.95% 0.22% $66,808 $54,722 11.44% 10.87% 12.09% 15.14% 19.51% 13.10% 8.29% 4.24% 3.10% 1.12% 0.90% 0.20% $63,881 $50,600 9.50% 9.95% 10.77% 14.29% 19.65% 14.25% 9.49% 5.10% 4.05% 1.44% 1.22% 0.29% $70,281 $56,990 INCOME $ 0 - $14,999 $ 15,000 - $24,999 $ 25,000 - $34,999 $ 35,000 - $49,999 $ 50,000 - $74,999 $ 75,000 - $99,999 $100,000 - $124,999 $125,000 - $149,999 $150,000 - $199,999 $200,000 - $249,999 $250,000 - $499,999 $500,000+ Average Household Income Median Household Income Page 24 Offering Memorandum | Janesville Mall Offering Page 25 Memorandum | Janesville Mall Offering Memorandum | Janesville PageMall 25 FINANCIAL ANALYSIS Offering Page 26 Memorandum | Janesville Mall ™ Page 26 OPERATING OVERVIEW The following section outlines the assumptions applied in the Operating Projection for Janesville Mall. As discussed below, the assumptions affecting the Operating Projection are based upon review of tenant lease documents; historical, current and budgeted financial statements, reimbursement schedules and tenant sales reports; and are in conjunction with projected income and expense performance, occupancy levels and property operations. The Operating Projection was prepared utilizing Argus Software. Income: Base Rent: Base rental income projections are based upon information provided by Seller including rent rolls and existing leases and amendments. The listing team is assuming lease up based on recent leases for similar spaces for the vacancies. Expiring tenants are assumed to renew at current lease terms, generally at 3% over prior rent with 3% annual increases, with current recovery rates in place. While these renewals may or may not happen, this assumption was made to give a “static” picture of the mall, with the exception of lease up of vacancies. Vacant spaces are assumed to lease up at market rents over 36 months, and the rent commencement for vacancies was set to the midpoint of that period, or month 18. Actual lease-up may vary. The Operating Projection assumes that most existing tenants (with the exception of anchors, majors and outparcels) renew at current rent levels, whether those rents are in line with market or not. In most cases, in place rents are below market rent estimates. Generally, all anchor, major and outparcel tenants are projected to exercise renewal options, if available, at the contractual terms outlined in their lease. Percentage Rent: Percentage rent is projected in accordance with the terms per the tenant’s leases. Tenant sales volumes are based on the 2014 and 2015 sales figures and are inflated 3.0% into 2016. Thereafter, tenant sales volumes are projected to increase 3.00% annually. CAM Reimbursements: Common area maintenance (“CAM”) reimbursements are projected in accordance with tenant leases. Tenants are typically required to pay either Fixed CAM or their pro-rata share of expenses with most tenants paying based on an occupied area measure and subject to certain floors and caps. Management Fees are not recovered as a CAM expense, unless explicitly permitted in the tenant leases. Several tenants are on gross leases and do not recover for CAM expenses. Real Estate Tax Reimbursements: Real estate tax (“RET”) reimbursements are projected in accordance with tenant leases. Tenants are typically required to pay their pro-rata share of real estate taxes. Several tenants are on gross leases and do not recover for real estate taxes. Speculative tenants are projected to reimburse for real estate taxes on a net basis (based on a GLOA after anchor, major tenants greater than 15,000 square feet, outparcel and specialty leasing contributions). Utility Reimbursements: Some tenants are required to reimburse Utility charges associated with their individual suite although a majority of tenants pay utilities directly. The Operating Projection incorporates all tenant Utility reimbursements as Miscellaneous Income, under the “Utility Reimbursements” category. This revenue is based on the 2014 actuals. Utility reimbursement income is projected to grow at 3.0% annually throughout the Operating Projection. Specialty Leasing Income: The Operating Projection assumes four suites comprising 13,762 square feet are characterized as Inline Specialty tenants. For modeling purposes, the Operating Projection assumes that these suites remain designated as Specialty tenants throughout the analysis period and as such, these units are not projected to earn revenue or roll to speculative leasing assumptions. The Operating Projection incorporates all revenues associated with these tenants within the Specialty Leasing Income category from the 2015 budget. Total Specialty Leasing Income for 2016 is projected to be $479,034. Other Income: Other Income line items include incorporates Cart, Directory, Inline, Kiosk, Misc, Other and Vending income. The model assumes $1,800 for this line item, and is projected to grow at 3.0% annually throughout the Operating Projection Marketing Income: The Marketing Income projection is based on 2016 projection, and is projected to grow at 3.0% annually throughout the Operating Projection. In general, speculative tenants are projected to reimburse for CAM expenses on a net basis (based on a GLOA after anchor, major tenants greater than 9,000 square feet, outparcel and specialty leasing contributions), including a 15% Administrative Fee. Certain Market Leasing categories include gross rents and speculative tenants within these categories are not projected to reimburse for CAM expenses (see Market Rent Schedule for breakdown of triple-net and gross rents). Offering Memorandum | Janesville Mall Mall Offering Memorandum | Janesville Page 27 OPERATING OVERVIEW Ancillary Income: the Ancillary Income line item is based on Gift Card Revenue, Corporate Sponsorships, Lottery Sales, and SMS, from the 2015 actuals. This figure is used for the first year of analysis, and is projected to grow at 3.0% annually throughout the Operating Projection. Expenses: Common Area Maintenance: Expenses for this category include management fees, utility, payroll, maintenance & repairs, general & administrative, marketing, insurance, and miscellaneous expenses related to the operation of the property Real Estate Taxes: Real estate taxes are based on the following assessed values and attendant taxes for 2015 and inflated 3% for 2016: Parcel Assessed Value State County City Vocational Schools TOTAL 0219200055 $12,924,000 $2,218 $86,897 $109,234 $15,651 $103,649 $317,651 0219200068 $962,400 $165 $6,471 $8,134 $1,165 $7,718 $23,654 0219200030 $355,700 $61 $2,391 $3,006 $430 $2,852 $8,742 0219200062 $5,261,200 $903 $35,374 $44,468 $6,371 $42,194 $129,312 $19,503,300 $3,347 $131,133 $164,842 $23,617 $156,413 $479,359 Total Offering Page 28 Memorandum | Janesville Mall Page 28 ASSUMPTIONS Property Timing Start of Analysis Jun 2016 End of Analysis May 2026 Analysis Period 10 Years Capital Expense (Year 1): Capital Reserves $0.15 PSF Growth Rates: Market Rents 3% Operating Expenses 3% Real Estate Taxes 3% Capital Reserves 0% CPI 3% Vacancy: Collection Loss (excluding Credit Tenants) Offering Memorandum | Janesville Mall Mall Offering Memorandum | Janesville 10% Page Page 29 29 Page 30 PROJECTED CASH FLOW Year 1 $ / SF Year 1 May-2017 Year 2 May-2018 Year 3 May-2019 Year 4 May-2020 Year 5 May-2021 Year 6 May-2022 Year 7 May-2023 Year 8 May-2024 Year 9 May-2025 Year 10 May-2026 Year 11 May-2027 EFFECTIVE GROSS REVENUE Base Rental Revenue $8.82 $5,368,042 $5,487,086 $5,597,551 $5,855,667 $5,988,537 $6,134,306 $6,287,297 $6,449,373 $6,623,547 $6,844,921 $7,023,004 Absorption & Turnover Vacancy ($1.80) (1,094,907) (494,007) (16,336) (154,003) 0 (41,242) (277,046) (108,892) (208,254) (57,546) (65,757) Base Rent Abatements $0.00 0 (97,289) (114,096) (332,099) (45,837) (61,863) (432,647) (189,509) (413,950) (135,670) (89,663) $7.02 4,273,135 4,895,790 5,467,119 5,369,565 5,942,700 6,031,201 5,577,604 6,150,972 6,001,343 6,651,705 6,867,584 Scheduled Base Rental Revenue Retail Sales Percent Revenue $0.37 222,546 206,135 173,824 67,371 68,341 71,800 75,365 79,036 71,282 65,508 67,473 Expense Reimbursement Revenue $2.38 1,447,892 1,601,000 1,577,008 1,458,988 1,354,017 1,381,646 1,333,802 1,434,993 1,762,623 1,853,031 1,920,305 Specialty Leasing $0.79 479,034 493,405 508,207 523,453 539,157 555,332 571,992 589,151 606,826 625,031 643,782 Central Energy Income $0.02 9,577 9,864 10,160 10,465 10,779 11,102 11,435 11,779 12,132 12,496 12,871 Sponsorship Branding Income $0.20 122,070 125,732 129,504 133,389 137,391 141,513 145,758 150,131 154,635 159,274 164,052 Food Court Maintenance $0.04 25,464 26,228 27,015 27,825 28,660 29,520 30,405 31,318 32,257 33,225 34,221 Marketing Income $0.12 72,459 74,633 76,872 79,178 81,553 84,000 86,520 89,115 91,789 94,543 97,379 Other Revenue $0.00 1,800 1,854 1,910 1,967 2,026 2,087 2,149 2,214 2,280 2,349 2,419 Total Potential Gross Revenue $10.93 6,653,977 7,434,641 7,971,619 7,672,201 8,164,624 8,308,201 7,835,030 8,538,709 8,735,167 9,497,162 9,810,086 General Vacancy $0.00 0 0 (383,062) (237,307) (408,231) (376,230) (128,558) (323,488) (238,917) (420,189) (428,035) TOTAL EFFECTIVE GROSS REVENUE $10.93 6,653,977 7,434,641 7,588,557 7,434,894 7,756,393 7,931,971 7,706,472 8,215,221 8,496,250 9,076,973 9,382,051 Management Fees - 3.0% $0.33 199,619 223,039 227,657 223,047 232,692 237,959 231,194 246,457 254,887 272,309 281,462 Central Energy Expense $0.01 8,620 8,879 9,145 9,419 9,702 9,993 10,293 10,602 10,920 11,247 11,585 OPERATING EXPENSES Utility Expense $0.23 141,708 145,959 150,338 154,848 159,494 164,278 169,207 174,283 179,511 184,897 190,444 Payroll Expense $0.24 143,650 147,960 152,398 156,970 161,679 166,530 171,526 176,671 181,972 187,431 193,054 Maintenance & Repairs $1.29 787,321 810,941 835,269 860,327 886,137 912,721 940,102 968,306 997,355 1,027,275 1,058,094 General & Administrative $0.09 55,384 57,046 58,757 60,520 62,335 64,205 66,131 68,115 70,159 72,264 74,431 Other Operating Expenses $0.13 80,135 82,539 85,015 87,566 90,193 92,898 95,685 98,556 101,513 104,558 107,695 Marketing Expenses $0.11 69,930 72,028 74,189 76,414 78,707 81,068 83,500 86,005 88,585 91,243 93,980 Offering Memorandum | Janesville Mall Mall Offering Memorandum | Janesville Page 31 PROJECTED CASH FLOW Year 1 $ / SF Year 1 May-2017 Year 2 May-2018 Year 3 May-2019 Year 4 May-2020 Year 5 May-2021 Year 6 May-2022 Year 7 May-2023 Year 8 May-2024 Year 9 May-2025 Year 10 May-2026 Year 11 May-2027 Insurance Expense $0.09 56,925 58,633 60,392 62,203 64,070 65,992 67,971 70,011 72,111 74,274 76,502 Real Estate Taxes $0.81 493,732 508,544 523,800 539,514 555,700 572,371 589,542 607,228 625,445 644,208 663,535 TOTAL OPERATING EXPENSES $3.35 2,037,024 2,115,568 2,176,960 2,230,828 2,300,709 2,368,015 2,425,151 2,506,234 2,582,458 2,669,706 2,750,782 NET OPERATING INCOME $7.58 $4,616,953 $5,319,073 $5,411,597 $5,204,066 $5,455,684 $5,563,956 $5,281,321 $5,708,987 $5,913,792 $6,407,267 $6,631,269 Tenant Improvements $0.00 0 3,233,506 382,692 1,051,963 40,079 266,346 2,369,633 2,555,696 1,131,525 344,406 847,159 Leasing Commissions $0.00 0 484,972 115,349 288,767 12,058 46,947 414,474 198,593 255,836 81,034 81,342 $0.15 91,310 91,310 91,310 91,310 91,310 91,310 91,310 91,310 91,310 91,310 91,310 LEASING & CAPITAL COSTS Capital Reserves TOTAL LEASING & CAPITAL COSTS $0.15 91,310 3,809,788 589,351 1,432,040 143,447 404,603 2,875,417 2,845,599 1,478,671 516,750 1,019,811 NET CASH FLOW $7.43 $4,525,643 $1,509,285 $4,822,246 $3,772,026 $5,312,237 $5,159,353 $2,405,904 $2,863,388 $4,435,121 $5,890,517 $5,611,458 Offering Page 32 Memorandum | Janesville Mall Page 32 HISTORICAL OPERATING INFORMATION ITEM 2011 2012 2013 2014 2015 ITEM Leasing Income Minimum Annual Rent Management Fees - 3.0% 2011 2012 2013 2014 2015 $142,327 $141,761 $143,154 $144,409 $128,132 0 0 0 5,920 8,620 $3,918,709 $3,786,410 $3,941,337 $4,068,441 $3,680,046 Lease Buy Out 71,168 95,992 0 0 228,500 Utility Expense 169,823 148,060 134,915 137,581 153,336 Percent in Lieu 136,714 172,817 203,751 256,416 412,802 Payroll Expense 292,539 287,129 283,862 300,543 273,135 21,144 42,802 52,530 74,420 46,581 Maintenance & Repairs 740,434 721,927 765,921 806,094 697,982 1,408,405 1,346,666 1,239,078 1,203,413 1,042,142 49,163 49,919 70,940 22,890 55,915 Percentage Rent Common Area Maint. Food Court Maintenance Central Energy Expense General & Administrative 30,300 31,090 28,604 25,565 26,909 Other Operating Expenses 108,686 111,981 76,305 66,173 98,452 Real Estate Tax Income 284,543 263,913 238,518 221,913 191,447 Marketing Expenses 133,101 132,077 98,626 94,009 0 Central Energy Income 1,215 2,376 3,695 2,865 3,274 Insurance Expense 71,275 84,613 89,831 61,911 55,267 0 0 0 0 0 Real Estate Taxes 517,163 735,841 492,990 244,039 484,098 Total Expenses $2,224,511 $2,413,308 $2,156,544 $1,883,569 $1,954,937 NET OPERATING INCOME $4,516,954 $4,240,082 $4,252,887 $4,487,024 Central Water Income Sales Tax Reimbursement 0 0 0 0 0 500 0 456 1,400 1,922 $5,872,698 $5,742,066 $5,707,969 $5,854,433 $5,633,623 $530,784 $582,563 $461,196 $319,713 $21,361 Other Tenant Income Total Lease Income $3,819,541 Specialty Leasing Specialty Leasing Sponsorship Branding Income Total Spec. and Sponsorship 136,867 140,775 112,981 94,655 110,289 $667,651 $723,338 $574,177 $414,368 $131,650 $133,101 $132,114 $98,626 $94,009 $6,052 Other Income Marketing Income Other Revenue Total Other Income Total Income 68,015 55,872 28,659 7,783 3,153 $201,116 $187,986 $127,285 $101,792 $9,205 $6,741,465 $6,653,390 $6,409,431 $6,370,593 $5,774,478 2015 NOI is lower than 2014 due to vacancies in the spaces which have been re-leased to Dick’s Sporting Goods and ULTA, both of which started paying rent in the last quarter of 2015. Also, the Kohl’s Storage space ($49,000 per year) did not start until 12/2015. Expenses Offering Memorandum | Janesville Offering Memorandum | Janesville Mall Mall Page3333 Page RENT ROLL BASE RENT RETAIL SALES Janesville Mall Suite # Lease Start Lease End SF Sears Sears 11/1/96 10/31/21 123,442 Sears Option $8 MLA Sears-Option Sears 11/1/21 10/31/31 Sears Option $8 MLA Sears-Option Sears 11/1/31 10/31/41 Sears Option $8 MLA Sears-Option Sears 11/1/41 10/31/51 Sears Market $8 MLA Boston Store MAL/111 10/1/73 1/31/19 91.98% Option $2.00 MLA Boston Store-Option Date PSF Rent CAM only 96,000 $1.95 2/1/19 $187,200 $2.46 81.71% Market $2.00 MLA $4.78 98.54% Option $4.25 MLA $4.85 $5.55 87.39% Option $4.25 MLA Market $4.25 MLA MAL/140A 2/1/21 1/31/26 2/1/21 $4.85 Kohls Kohl's-Option MAL/140A 2/1/26 1/31/31 2/1/26 $5.00 Kohls 11/1/17 10/31/22 58,040 9/1/15 1/31/26 45,017 Dick's - Option 001/BLDG 2/1/26 1/31/31 Dick's - Option 001/BLDG 2/1/31 Dick's - Option 001/BLDG 2/1/36 Kohl's Storage* 11/1/17 $4.38 MLA $4.71 Kohl's-Option 001/BLDG Exp. Assump. $2.01 1/31/21 001/BLDG % Mkt. Kohls 1/31/24 Vacant Mkt. Rent Boston 2/1/19 10/1/85 Dick's Sporting Goods Contr Rent $2.12 MAL/111 $417,648 Occ Cost $1.95 MAL/140A $4.71 Sales Boston Kohl's 88,691 $2.01 Recov. Method UPON EXPIRATION Net $4.38 $5.07 86.39% Market $4.25 MLA Dicks $13.00 $10.44 124.52% Option $8 MLA Dicks Option $12 MLA 1/31/36 Dicks Option $12 MLA 1/31/41 Dicks Market $12 MLA $12.50 2/1/26 $562,716 $13.00 001/BLDG 12/1/15 11/30/19 21,366 $2.29 $48,996 None $2.29 $2.73 83.88% Option $2.50 MLA ULTA Salon 001/199 9/1/15 9/30/25 10,000 $23.01 $230,088 None $25.01 $23.49 106.47% Option Ulta ULTA Salon - Option 001/199 10/1/25 9/30/30 None Option Ulta ULTA Salon - Option 001/199 10/1/30 9/30/35 None Market Ulta Chuck E. Cheese 001/177 11/1/03 7/31/20 Chuck E. Cheese-Option 001/177 8/1/20 7/31/25 8/1/20 $9.97 Chuck E. Cheese-Option 001/177 8/1/25 7/31/30 8/1/25 $10.97 rue 21 001/157 3/1/11 1/31/28 8,122 $16.16 SPL: Kryptonite * 001/145 10/1/98 2/29/16 7,253 Specialty Lsg Books-A-Million* 001/103 11/1/13 1/31/19 6,808 $10.08 $68,628 None Victoria's Secret* 001/105 10/1/97 1/31/20 6,407 $22.00 $140,952 Victoria Secret 10/1/25 9,403 $27.00 $9.07 $85,248 $131,256 Chuck E Cheese $9.07 $11.26 80.55% Option $10 MLA Chuck E Cheese $9.97 $13.05 76.40% Market $10 MLA Rue Market $20 MLA None Renew $4 MLA $3,568,651 7.47% $10.08 $10.61 95.00% Renew $10 MLA $22.00 $20.76 105.97% Renew $19 MLA * Tenants with lease expirations during the analysis period are projected to renew at an increase over prior rent to keep existing tenancy static during the analysis period. Actual results will vary and buyers are advised to conduct their own market diligence and formulate their own assumptions. Offering Page 34 Memorandum | Janesville Mall Page 34 RENT ROLL BASE RENT Janesville Mall Suite # Lease Start Lease End SF Maurices 001/153 4/1/90 1/31/24 6,118 Steinhafels Mattress Vacant Outparcel 001/118 5/1/11 11/1/17 5/31/21 10/31/22 PSF 8/1/16 $22.35 8/1/17 $22.80 8/1/18 $23.26 8/1/19 $23.73 $21.91 8/1/20 $24.21 8/1/21 $24.70 8/1/22 $25.19 8/1/23 $25.70 5,500 5,400 The Shoe Dept.* 001/151 6/1/01 12/31/17 5,246 Vacant 001/190 11/1/17 10/31/22 4,992 American Eagle Outfitters* Date $25.80 6/1/17 $26.58 6/1/18 $27.38 6/1/19 $28.21 6/1/20 $29.06 11/1/17 $20.60 11/1/18 $21.22 11/1/19 $21.86 11/1/20 $22.51 11/1/21 $23.18 $0.00 11/1/17 $23.69 11/1/18 $24.40 11/1/19 $25.13 11/1/20 $25.89 11/1/21 $26.66 Rent RETAIL SALES Recov. Method Sales Occ Cost UPON EXPIRATION Contr Rent Mkt. Rent % Mkt. Exp. Assump. MLA $134,028 None $25.70 $22.14 116.08% Market $18 MLA $141,900 None $29.06 $30.39 95.62% Market $27 MLA Net $23.19 $23.88 97.11% Market $20 MLA $0.00 $20.60 0.00% Market $20 MLA $26.66 $27.46 97.09% Market AE % In Lieu None $731,471 9.23% Net 001/170 1/1/98 1/15/18 4,904 $0.00 % In Lieu None $1,600,347 6.11% $0.00 $23.00 0.00% Option AE Hibbett Sporting Goods 001/122A 1/1/10 1/31/20 4,565 $0.00 % In Lieu None $602,193 4.07% $0.00 $7.65 0.00% Option $7 MLA Hibbett - Option 001/122A 2/1/20 1/31/25 $0.00 $8.87 0.00% Market $7 MLA 2/1/20 $0.00 None * Tenants with lease expirations during the analysis period are projected to renew at an increase over prior rent to keep existing tenancy static during the analysis period. Actual results will vary and buyers are advised to conduct their own market diligence and formulate their own assumptions. Offering Memorandum | Janesville Mall Offering Memorandum | Janesville Mall Page Page 3535 RENT ROLL BASE RENT Janesville Mall Suite # Lease Start Lease End SF Justice* 001/122 9/1/08 1/31/19 4,514 Date Buckle* 001/167 9/1/97 1/31/20 001/104 8/1/13 1/31/20 4,026 Tiger Lily* 001/155 4/1/13 4/30/19 3,763 LensCrafters* Finish Line* 001/101 9/1/89 3,444 6/30/16 3,418 C.J. Banks* 001/119 9/1/07 1/31/18 3,402 Vanity* 001/120 9/1/05 1/31/17 3,360 University Bookstore 001/129 7/1/05 6/30/18 2,960 Kitchen Collection* 001/169 6/1/13 $48,756 None $790,765 8.23% $11.80 $12.73 92.69% Renew $12 MLA $101,700 Buckle $1,622,209 10.78% $25.50 $25.13 101.47% Renew AE $12.22 $49,200 None $12.22 $13.11 93.21% Market $12 MLA $20.71 $77,928 None $21.98 $20.60 106.70% Renew $20 MLA $97,104 Lencrafters $28.00 $27.00 103.70% Option Lenscrafters $83,016 Finish Line $24.10 $23.00 104.78% 10/31/22 1/31/19 2,955 Rent $11.46 $11.80 $24.50 $21.33 5/1/18 $21.98 Specialty Lsg $1,794,268 11.17% None Option Finish Line Market AE $18.00 $61,236 CJ Banks $18.00 $18.54 97.09% Renew $18 MLA $16.37 $54,996 None $16.37 $16.00 102.31% Option $16 MLA $23.91 $70,788 University Bookstore $25.87 $24.40 106.02% Renew AE Net $37.10 $38.21 97.10% Market $32 MLA None $20.50 $20.16 101.69% Renew $19 MLA 7/1/16 $24.87 7/1/17 $25.87 11/1/17 $32.96 11/1/18 $33.95 11/1/19 $34.97 11/1/20 $36.02 11/1/21 $37.10 6/1/17 $19.90 6/1/18 $20.50 2,856 MLA $25.50 5/1/17 6/1/16 Exp. Assump. $11.12 $24.10 3/31/16 7/1/15 11/1/17 % Mkt. $28.00 4/1/94 001/108 Mkt. Rent 3,468 001/154 Vacant Contr Rent 9/30/16 001/155A SPL: C&Y Sports* Occ Cost 9/1/17 2/1/17 Children's Place* Sales 9/1/18 4,151 UPON EXPIRATION Recov. Method PSF $10.80 9/1/16 RETAIL SALES $19.31 $55,152 * Tenants with lease expirations during the analysis period are projected to renew at an increase over prior rent to keep existing tenancy static during the analysis period. Actual results will vary and buyers are advised to conduct their own market diligence and formulate their own assumptions. Offering Page 36 Memorandum | Janesville Mall Page 36 RENT ROLL BASE RENT Janesville Mall Suite # Lease Start Lease End SF Bath & Body Works* 001/173 7/1/97 1/31/20 2,480 Spencer Gifts 001/131 1/1/08 1/31/23 Radio Shack* 001/128 5/1/90 4/30/17 2,400 001/107 11/1/17 10/31/22 2,398 001/166 11/1/17 10/31/22 2,375 PSF $27.00 7/1/16 $27.81 7/1/17 $28.65 7/1/18 $29.50 7/1/19 $30.39 2,400 Vacant Vacant Date $33.95 2/1/17 $34.97 2/1/18 $36.03 2/1/19 $37.12 2/1/20 $38.24 2/1/21 $39.39 2/1/22 $40.58 11/1/17 $32.96 11/1/18 $33.95 11/1/19 $34.97 11/1/20 $36.02 $31.05 11/1/21 $37.10 11/1/17 $32.96 11/1/18 $33.95 11/1/19 $34.97 11/1/20 $36.02 11/1/21 $37.10 RETAIL SALES UPON EXPIRATION Recov. Method Sales Occ Cost Contr Rent Mkt. Rent % Mkt. $66,960 Bath Body Works $1,641,060 7.94% $30.39 $29.50 103.02% Renew $27 MLA $81,480 None $40.58 $41.79 97.10% Renew $36 MLA $74,520 None Rent $552,869 13.48% Exp. Assump. MLA $31.05 $35.00 88.71% Option $36 MLA Net $37.10 $38.21 97.10% Market $32 MLA Net $37.10 $38.21 97.10% Market $32 MLA Zumiez* 001/114 3/1/09 1/31/20 2,299 $21.00 $48,276 Zumiez $660,880 16.81% $21.00 $20.76 101.16% Market $19 MLA Journeys* 001/159 12/1/07 12/31/17 1,951 $19.99 $39,000 Journeys $610,742 15.49% $19.99 $20.60 97.04% Renew $20 MLA GameStop 001/113A 3/1/97 1/31/18 1,800 $36.90 $66,420 Gamestop $1,287,404 9.55% $37.83 $36.05 104.94% Renew $35 MLA 2/1/17 $37.82 * Tenants with lease expirations during the analysis period are projected to renew at an increase over prior rent to keep existing tenancy static during the analysis period. Actual results will vary and buyers are advised to conduct their own market diligence and formulate their own assumptions. Offering Memorandum | Janesville Mall Mall Offering Memorandum | Janesville Page Page 37 37 RENT ROLL BASE RENT Janesville Mall Suite # Lease Start Lease End SF SPL: Vita-Biz* 001/175 9/1/15 8/31/16 1,651 Kay Jewelers* 001/112 7/1/05 5/31/17 1,608 Vacant 001/162 11/1/17 10/31/22 1,549 Philly Steak and Fries 001/125 12/1/13 12/31/23 Date SPL: K Alterations* 001/110 001/132 10/1/15 5/1/12 12/31/25 12/31/15 $71.51 11/1/17 $36.05 11/1/18 $37.13 11/1/19 $38.25 11/1/20 $39.39 11/1/21 $40.58 1,547 $31.26 1/1/17 $32.52 1/1/18 $33.83 1/1/19 $35.19 1/1/20 $36.61 1/1/21 $38.08 1/1/22 $39.61 1,514 1,440 Rent Specialty Lsg 1/1/23 Rogers & Hollands PSF $114,996 RETAIL SALES Recov. Method Sales Occ Cost UPON EXPIRATION Contr Rent Mkt. Rent % Mkt. None Exp. Assump. MLA Market $36 MLA Kay Jewelers $71.52 $75.00 95.36% Option Kay Jewelers Net $40.57 $41.79 97.08% Market $36 MLA $48,360 None $41.20 $43.05 95.70% Renew $36 MLA $50,004 Rogers $38.97 $45.67 85.33% Market $36 MLA Market $36 MLA $41.20 $33.03 1/1/17 $33.69 1/1/18 $34.34 1/1/19 $35.01 1/1/20 $35.67 1/1/21 $36.32 1/1/22 $36.99 1/1/23 $37.65 1/1/24 $38.31 1/1/25 $38.97 Specialty Lsg None * Tenants with lease expirations during the analysis period are projected to renew at an increase over prior rent to keep existing tenancy static during the analysis period. Actual results will vary and buyers are advised to conduct their own market diligence and formulate their own assumptions. Offering Page 38 Memorandum | Janesville Mall Page 38 RENT ROLL BASE RENT Janesville Mall Suite # Lease Start Lease End SF Nedrebo's Formalwear* 001/146 1/1/88 11/30/23 1,300 Chinese Relaxation Center* 001/185 12/1/15 11/30/22 1,298 Date RETAIL SALES Rent $28.97 $37,656 Nebrero $28.97 $43.05 67.29% Renew $36 MLA $36.00 $46,728 None $42.98 $41.79 102.85% Renew $36 MLA PSF 12/1/16 $37.08 12/1/17 $38.19 12/1/18 $39.34 12/1/19 $40.52 12/1/20 $41.73 12/1/21 $42.99 Sales Occ Cost UPON EXPIRATION Recov. Method Contr Rent Mkt. Rent % Mkt. Exp. Assump. MLA Fancy Nails* 001/148 2/1/08 2/28/18 1,267 $43.00 $54,480 Fancy Nails $43.01 $41.20 104.39% Renew $40 MLA Kobe's BBQ* 001/123 9/1/08 8/31/18 1,263 $34.08 $43,044 Kobe $36.15 $37.13 97.36% Renew $36 MLA $31,212 Furry Babies $26.51 $25.13 105.49% Option AE Furry Babies $29.26 $29.14 100.41% Market AE Best Buy $36.74 $35.00 104.97% Option $36 MLA None $40.58 $41.79 97.10% Market $36 MLA Furry Babies 001/164 10/1/13 10/31/19 9/1/16 $35.11 9/1/17 $36.15 1,250 $24.97 11/1/16 Furry Babies-Option 001/164 11/1/19 10/31/24 1,250 Best Buy Mobile* 001/150 8/1/11 8/31/16 1,208 Vacant 001/113B 11/1/17 10/31/22 1,200 8.29% $25.47 11/1/17 $25.98 11/1/18 $26.50 11/1/19 $27.02 11/1/20 $27.57 11/1/21 $28.12 11/1/22 $28.68 11/1/23 $29.25 $36.73 11/1/17 $479,000 $36.05 11/1/18 $37.13 11/1/19 $38.25 11/1/20 $39.39 11/1/21 $40.57 $44,364 * Tenants with lease expirations during the analysis period are projected to renew at an increase over prior rent to keep existing tenancy static during the analysis period. Actual results will vary and buyers are advised to conduct their own market diligence and formulate their own assumptions. Offering Memorandum | Janesville Offering Memorandum | Janesville Mall Mall Page Page 39 39 RENT ROLL BASE RENT Janesville Mall Suite # Lease Start Lease End SF Yankee Candle 001/165 4/1/13 1/31/24 1,190 Panda Express 001/126 6/1/02 6/30/20 Date $36.73 5/1/17 $37.47 5/1/18 $38.21 5/1/19 $38.98 5/1/20 $39.76 5/1/21 $40.55 5/1/22 $41.36 5/1/23 $42.19 7/1/16 $39.48 7/1/17 $40.27 7/1/18 $41.08 1,124 $38.71 7/1/19 MasterCuts* 001/106 8/1/95 7/31/17 1,008 001/117 12/1/94 3/31/19 988 Rent Recov. Method Occ Cost Contr Rent Mkt. Rent % Mkt. Exp. Assump. MLA $43,704 Yankee Candle $38.22 $37.13 102.94% Market $36 MLA $43,512 Panda Express $41.90 $39.39 106.37% Renew $36 MLA $34,800 None $35.21 $36.05 97.67% Renew $36 MLA $30,840 GNC $425,000 14.17% $32.47 $31.30 103.74% Market $29.5 MLA $211,136 19.23% $41.65 $61.80 67.39% Option $60 MLA $69.16 $71.64 96.54% Market $60 MLA $35.21 $31.21 4/1/17 $31.83 4/1/18 $32.48 Regis* 001/124 7/1/75 6/30/17 975 $41.65 $40,608 None Claire's* 001/113 4/1/92 1/31/23 960 $57.91 $55,596 Claires 2/1/17 Sales UPON EXPIRATION $41.90 $34.52 8/1/16 GNC Live Well* PSF RETAIL SALES $59.65 2/1/18 $61.44 2/1/19 $63.29 2/1/20 $65.18 2/1/21 $67.14 2/1/22 $69.16 * Tenants with lease expirations during the analysis period are projected to renew at an increase over prior rent to keep existing tenancy static during the analysis period. Actual results will vary and buyers are advised to conduct their own market diligence and formulate their own assumptions. Offering Page 40 Memorandum | Janesville Mall Page 40 RENT ROLL BASE RENT Janesville Mall Suite # Lease Start Lease End SF T-Mobile* 001/116 1/1/16 6/30/21 858 Vacant - 11/1/17 10/31/22 817 Model Nails* 001/163 3/1/12 1/31/25 750 Miracle Eyebrows* 001/147 12/1/15 11/30/22 744 Date $33.66 2/1/17 $34.67 2/1/18 $35.71 2/1/19 $36.78 2/1/20 $37.89 2/1/21 $39.02 11/1/17 $61.81 11/1/18 $63.66 11/1/19 $65.57 11/1/20 $67.53 11/1/21 $69.56 $32.40 3/1/17 Vacant 001/127 11/1/17 10/31/22 574 PSF RETAIL SALES Rent Recov. Method Contr Rent Mkt. Rent % Mkt. $28,884 T-Mobile $39.02 $37.10 105.18% Market $32 MLA Net $69.56 $71.64 97.10% Market $60 MLA $24,300 Model Nails $35.09 $76.01 46.16% Renew $60 MLA $29,016 Miracle $46.56 $71.64 64.99% Renew $60 MLA Net $69.57 $71.64 97.11% Option $60 MLA Sales Occ Cost UPON EXPIRATION Exp. Assump. MLA $35.10 $39.00 12/1/16 $40.18 12/1/17 $41.37 12/1/18 $42.61 12/1/19 $43.89 12/1/20 $45.23 12/1/21 $46.56 11/1/17 $61.80 11/1/18 $63.66 11/1/19 $65.56 11/1/20 $67.53 11/1/21 $69.55 * Tenants with lease expirations during the analysis period are projected to renew at an increase over prior rent to keep existing tenancy static during the analysis period. Actual results will vary and buyers are advised to conduct their own market diligence and formulate their own assumptions. Offering Memorandum | Janesville Mall Mall Offering Memorandum | Janesville Page Page41 41 RENT ROLL BASE RENT Janesville Mall Suite # Lease Start Lease End SF Date PSF Vacant 001/127 11/1/22 10/31/27 574 11/1/22 $71.64 11/1/23 $73.80 11/1/24 $76.01 11/1/25 $78.27 Rent RETAIL SALES Recov. Method 001/160 3/1/98 3/31/17 540 $42.64 $23,028 None Fannie May Candies* 001/161 4/1/04 3/31/16 495 $65.45 $32,400 None Orange Julius 001/K4 12/1/96 5/31/21 300 $126.72 $38,016 Orange Julius $31,836 None Auntie Anne's Vacant Vacant 001/PK9 001/K2 001/K6 8/1/10 11/1/17 11/1/17 8/31/20 10/31/22 10/31/22 6/1/17 $129.88 $133.12 6/1/19 $136.48 6/1/20 $139.88 250 240 192 $127.34 9/1/16 $131.14 9/1/17 $135.07 9/1/18 $139.15 9/1/19 $143.33 11/1/17 $231.75 11/1/18 $238.70 11/1/19 $245.85 11/1/20 $253.25 11/1/21 $260.85 11/1/17 $231.75 11/1/18 $238.69 11/1/19 $245.88 11/1/20 $253.19 11/1/21 $260.81 Occ Cost Contr Rent Mkt. Rent % Mkt. Net Lids* 6/1/18 Sales UPON EXPIRATION Exp. Assump. MLA Market $60 MLA $42.62 $40.00 106.55% Option $40 MLA $65.48 $65.00 100.74% Option $65 MLA $139.88 $140.69 99.42% Market Orange Julius $143.33 $140.69 101.88% Renew Auntie Anns Net $260.85 $268.66 97.09% Market Kiosk Net $260.81 $268.66 97.08% Market Kiosk $227,083 $322,785 14.53% 9.86% * Tenants with lease expirations during the analysis period are projected to renew at an increase over prior rent to keep existing tenancy static during the analysis period. Actual results will vary and buyers are advised to conduct their own market diligence and formulate their own assumptions. Offering Page 42 Memorandum | Janesville Mall Page 42 RENT ROLL BASE RENT Janesville Mall Suite # Lease Start Lease End SF Piercing Pagoda 001/K3 5/1/97 1/31/18 192 Vacant 001/PK1 11/1/17 10/31/22 150 Vacant 001/K1A 11/1/17 10/31/22 150 Vacant Quality Cellular* Cellairis* 001/K1 11/1/17 10/31/22 150 Mkt. Rent % Mkt. None $176.94 $190.55 92.86% Market Kiosk $185 $231.76 Net $231.76 $268.66 86.27% Renew Kiosk Net $260.88 $268.66 97.10% Market Kiosk Net $260.88 $268.66 97.10% Market Kiosk PSF $176.88 11/1/17 $231.76 11/1/18 $238.72 11/1/19 $245.84 11/1/20 $253.20 11/1/21 $260.80 11/1/17 $231.76 11/1/18 $238.72 11/1/19 $245.84 11/1/20 $253.20 11/1/21 $260.80 Recov. Method UPON EXPIRATION Contr Rent Date 11/1/17 RETAIL SALES Rent $33,960 Sales Occ Cost Exp. Assump. MLA 001/K5 2/1/99 1/31/18 150 $274.72 $41,208 None $274.80 $150.00 183.20% Option Quality 001/K2A 10/1/10 9/30/17 150 $176.16 $26,424 Net $184.96 $206.00 89.79% Option Kiosk $200 10/1/16 Space Type Anchors (owned and non-owned) SF # Suites % Total 308,133 3 $185.04 Space Type Leased Vacant SF % Leased 51% Anchors Collateral Leased Vacant SF Total SF % Leased 308,133 0 45,017 58,040 100% Owned 528,371 80,365 608,736 87% 44% Non-Owned 0 0 0 N/A Total 528,371 80,365 608,736 87% Majors 103,057 2 17% Majors Inline 197,546 69 32% inline 175,221 22,325 89% Total 608,736 74 100% Total 528,371 80,365 87% * Tenants with lease expirations during the analysis period are projected to renew at an increase over prior rent to keep existing tenancy static during the analysis period. Actual results will vary and buyers are advised to conduct their own market diligence and formulate their own assumptions. Offering Memorandum | Janesville Mall Page 43 LEASE EXPIRATION SCHEDULE Tenant Name Suite # Lease Start Lease End SF Best Buy Mobile 001/150 8/1/2011 8/31/2016 1,208 Fannie May Candies 001/161 4/1/2004 3/31/2016 495 Finish Line 001/154 4/1/1994 3/31/2016 3,444 LensCrafters 001/101 9/1/1989 9/30/2016 3,468 Total 2016 8,615 Cellairis 001/K2A 10/1/2010 9/30/2017 150 Journeys 001/159 12/1/2007 12/31/2017 1,951 Kay Jewelers 001/112 7/1/2005 1/31/2017 1,608 Lids 001/160 3/1/1998 3/31/2017 540 MasterCuts 001/106 8/1/1995 7/31/2017 1,008 Radio Shack 001/128 5/1/1990 4/30/2017 2,400 Regis 001/124 7/1/1975 6/30/2017 975 The Shoe Dept. 001/151 6/1/2001 12/31/2017 5,246 Vanity 001/120 9/1/2005 1/31/2017 3,360 Total 2017 17,238 American Eagle Outfitters 001/170 1/1/1998 1/15/2018 4,904 C.J. Banks 001/119 9/1/2007 1/31/2018 3,402 Fancy Nails 001/148 2/1/2008 2/28/2018 1,267 GameStop 001/113A 3/1/1997 1/31/2018 1,800 Kobe's BBQ 001/123 9/1/2008 8/31/2018 1,263 Piercing Pagoda 001/K3 5/1/1997 1/31/2018 192 Quality Cellular 001/K5 2/1/1999 1/31/2018 150 University Bookstore 001/129 7/1/2005 6/30/2018 2,960 Total 2018 15,938 Offering Page 44 Memorandum | Janesville Mall Cumulative SF % NRA Cumulative % NRA 8,615 1.42% 1.42% 25,853 2.83% 4.25% 41,791 2.62% 6.87% Page 44 LEASE EXPIRATION SCHEDULE Tenant Name Suite # Lease Start Lease End SF Boston Store MAL/111 10/1/1973 1/31/2019 96,000 Books-A-Million 001/103 11/1/2013 1/31/2019 6,808 Furry Babies 001/164 10/1/2013 10/31/2019 1,250 GNC Live Well 001/117 12/1/1994 3/31/2019 988 Justice 001/122 9/1/2008 1/31/2019 4,514 Kitchen Collection 001/169 6/1/2013 1/31/2019 2,856 Kohl's (Storage) 001/BLDG F 12/1/2015 11/30/2019 21,366 Tiger Lily 001/155 4/1/2013 4/30/2019 3,763 Total 2019 137,545 Auntie Anne's 001/PK9 8/1/2010 8/31/2020 250 Bath & Body Works 001/173 7/1/1997 1/31/2020 2,480 Buckle 001/167 9/1/1997 1/31/2020 4,151 Children s Place 001/104 8/1/2013 1/31/2020 4,026 Chuck E. Cheese 001/177 11/1/2003 7/31/2020 9,403 Hibbett Sporting Goods 001/122A 1/1/2010 1/31/2020 4,565 Panda Express 001/126 6/1/2002 6/30/2020 1,124 Victoria's Secret 001/105 10/1/1997 1/31/2020 6,407 Zumiez 001/114 3/1/2009 1/31/2020 2,299 Total 2020 34,705 Kohl's MAL/140A 10/1/1985 1/31/2021 88,691 Sears MAO/SEAR 11/1/1996 10/31/2021 123,442 Orange Julius 001/K4 12/1/1996 5/31/2021 300 T-Mobile 001/116 7/1/2016 6/30/2021 858 Steinhafels Mattress OUT/OUT01 5/1/2011 5/31/2021 5,500 Total 2021 218,791 Offering Memorandum | Janesville Mall Cumulative SF % NRA Cumulative % NRA 179,336 22.60% 29.46% 214,041 5.70% 35.16% 432,832 35.94% 71.10% Offering Memorandum | Janesville PageMall 45 LEASE EXPIRATION SCHEDULE Tenant Name Suite # Lease Start Lease End SF Chinese Relaxation Center 001/185 12/1/2015 11/30/2022 2,115 Miracle Eyebrows 001/147 12/1/2015 11/30/2022 744 Total 2022 2,859 Claire's 001/113 4/1/1992 1/31/2023 960 Nedrebo's Formalwear 001/146 1/1/1988 11/30/2023 1,300 Philly Steak and Fries 001/125 12/1/2013 12/31/2023 1,547 Spencer Gifts 001/131 1/1/2008 1/31/2023 2,400 Total 2023 6,207 Maurices 001/153 4/1/1990 1/31/2024 6,118 Yankee Candle 001/165 4/1/2013 1/31/2024 1,190 Total 2024 7,308 Model Nails 001/163 3/1/2012 1/31/2025 750 Rogers & Hollands 001/110 10/1/2015 12/31/2025 1,514 ULTA Salon 001/199 9/1/2015 9/30/2025 10,000 Total 2025 12,264 1/31/2026 45,017 Total 2026 45,017 Dick's Sporting Goods Rue 21 Offering Page 46 Memorandum | Janesville Mall 001/BLDG A 001/157 9/1/2015 3/1/2011 1/31/2028 8,122 Total 2028 8,122 Cumulative SF % NRA Cumulative % NRA 435,691 0.47% 71.57% 441,898 1.02% 72.59% 449,206 1.20% 73.79% 461,470 2.01% 75.81% 506,487 7.40% 83.20% 514,609 1.33% 84.54% Page 46 Offering Memorandum | Janesville Offering Memorandum | Janesville Mall Mall Page 47 Janesville Mall Expirations LEASE EXPIRATION GRAPH 400,000 350,000 300,000 250,000 200,000 150,000 100,000 50,000 0 Expirations 2016 2017 2018 2019 2020 Annual Rollover Year 2021 2022 Expirations 2019 2023 2024 Cumulative 2020 2016 2017 2018 SF 8,615 17,238 15,938 137,545 34,705 % Total Expiring 1.42% 2.83% 2.62% 22.60% 5.70% 2025 2021 2026 2027 2028 2022 2023 2024 2025 2026 218,791 2,859 35.94% 0.47% 2027 2028 6,207 7,308 12,264 45,017 0 8,122 1.02% 1.20% 2.01% 7.40% 0.00% 1.33% Cumulative Rollover Year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 SF 8,615 25,853 41,791 179,336 214,041 432,832 435,691 441,898 449,206 461,470 506,487 506,487 514,609 % Total Expired 1.42% 4.25% 6.87% 29.46% 35.16% 71.10% 71.57% 72.59% 73.79% 75.81% 83.20% 83.20% 84.54% Offering Page 48 Memorandum | Janesville Mall Offering Memorandum | Janesville PageMall 48 HISTORICAL TENANT SALES Tenant SF 2012 2013 2014 2015 Kohl's 91,089 $217 $207 $216 $221 Boston Store 96,000 $111 $108 $100 $107 rue21 8,122 $191 $174 $165 $184 Books-A-Million 6,808 $0 $43 $84 $93 Victoria's Secret / Pink 6,407 $461 $472 $513 $557 Maurices 6,118 $173 $179 $204 $206 Steinhafels 5,500 $171 $187 $192 $192 The Shoe Dept 5,246 $131 $130 $135 $139 Hibbett Sporting Goods 4,565 $143 $148 $155 $132 Justice 4,514 $189 $190 $175 $148 Buckle 4,151 $373 $403 $389 $391 LensCrafters 3,468 $455 $473 $475 $517 Finish Line 3,444 $379 $399 $384 $367 Christopher & Banks / CJ Banks 3,402 $177 $184 $183 $148 Vanity 3,360 $173 $156 $157 $132 University Bookstore 2,960 $189 $166 $220 $219 Kitchen Collection 2,856 N/A $153 $142 $138 Bath & Body Works 2,480 $665 $648 $653 $662 RadioShack 2,400 $346 $330 $230 $109 MAJORS IN LINE Figures are reported on a per square foot basis and are on a rolling 12 month basis Offering Memorandum | Janesville Mall Page 49 HISTORICAL TENANT SALES Tenant SF 2012 2013 2014 2015 Spencer Gifts 2,400 $229 $212 $238 $234 Zumiez 2,299 $282 $277 $287 $244 Journeys 1,951 $286 $261 $313 $294 GameStop 1,800 $670 $653 $657 $715 Kay Jewelers 1,608 $1,014 $968 $897 $937 Rogers & Hollands 1,514 N/A N/A N/A $326 Nedrebo's Formalwear 1,300 $255 $229 $272 $289 Fancy Nails 1,267 $314 $291 $288 $312 Kobe's 1,263 $162 $167 $167 $164 Furry Babies 1,250 N/A N/A $400 $443 Yankee Candle 1,190 N/A $292 $300 $321 Panda Express 1,124 $713 $742 $528 $509 MasterCuts 1,008 $257 $206 $194 $185 GNC 988 $429 $427 $427 $407 Regis 975 $295 $217 $238 $217 Claire's 960 $464 $442 $418 $420 Model Nails 750 $284 $266 $309 $295 Lids 540 $550 $471 $487 $457 $336 $320 $320 $317 AVERAGE IN LINE Page 50 Offering Memorandum | Janesville Mall Offering Memorandum | Janesville Mall SEARS Company Sears (officially Sears, Roebuck & Company) is a chain of American department stores. The company was founded by Richard Warren Sears and Alvah Curtis Roebuck in 1886 and is currently headquartered in Hoffman Estates, Illinois. It began as a mail order catalog company, and began opening retail locations in 1925. The company was purchased by the American discount store chain Kmart in 2005, which renamed itself Sears Holdings upon completion of the merger. It is the fifth-largest American department store company by sales as of October 2013 (behind Walmart, Target, Best Buy, and Home Depot), and it is the twelfth-largest retailer in the country overall. It operates divisions in Canada and Mexico, among several subsidiaries within its brand. Website Ownership Ticker Revenue No. Locations Employees Headquarters Founded Rating KOHL’S Company Kohl’s operates about 1,158 discount department stores in 49 states. Nearly half of its stores are in the Midwest and West, where Kohl’s continues to grow while rapidly expanding into other markets. Moderately priced name-brand and private-label apparel, shoes, accessories, and housewares are sold through centrally located cash registers, designed to speed checkout and keep staff costs down. Kohl’s competes with discount and mid-level department stores. Merchandising relationships allow Kohl’s to carry top brands (NIKE, Levi’s, OshKosh B’Gosh) not typically available to discounters. Website The company also operates design studios in New York City and in Santa Monica, California. Ownership Ticker Revenue No. Locations Employees Headquarters www.sears.com Public Nasdaq: SHLD $31.2B 735 196,000 Hoffman Estates, IL 1886 CCC+ Kohl’s Department Store, Inc. www.kohls.com Public NYSE: KSS $19.023 billion 1,162 32,000 Menominee Falls,WI Founded 1962 Rating BBB DICK’S SPORTING GOODS Company Dick’s Sporting Goods, Inc., together with its subsidiaries, operates as an omni-channel sporting goods retailer offering an assortment of sports equipment, apparel, footwear and accessories. The company also owns and operates Golf Galaxy, Field & Stream and True Runner specialty stores. As of January 31, 2015, the company operated 603 Dick’s Sporting Goods stores in 46 states; 78 Golf Galaxy stores in 29 states; 10 Field & Stream stores in 5 states; and 3 True Runner stores in 3 states. The company also operates eCommerce Websites at www.DICKS.com and www.golfgalaxy.com. Website The company was founded in 1948. It was incorporated in 1948 in New York under the name Dick’s Clothing and Sporting Goods, Inc. The company was reincorporated as a Delaware corporation in 1997. In 1999, the company changed its name to Dick’s Sporting Goods, Inc. Offering Offering Memorandum Memorandum | Janesville | Janesville Mall Mall Sears Ownership Ticker Revenue No. Locations Employees Headquarters Founded Dick's Sporting Goods www.dickssportinggoods.com Public NYSE: DKS $6.81 Billion 645 12,000 Coraopolis, PA 1948 Page Page 53 53 BOSTON STORE (Parent: The Bon-Ton) Company The Bon-Ton Stores, Inc., through its subsidiaries, operates department stores in the United States. Its stores offer brand-name fashion apparel and accessories for women, men, and children, as well as cosmetics, home furnishings, footwear, and other goods. As of October 7, 2014, the company operated 273 stores, including 10 furniture galleries and 4 clearance centers in 26 states in the Northeast, Midwest, and upper Great Plains under the Bon-Ton, Bergner’s, Boston Store, Carson’s, Elder-Beerman, Herberger’s, and Younkers nameplates. The Bon-Ton Stores, Inc. was founded in 1898 and is headquartered in York, Pennsylvania. Website Public Ticker BONT Revenue No. Locations Employees Founded Rating Company American Eagle Outfitters, Inc. operates as a retailer of apparel and accessories in the United States and internationally. The company operates under the American Eagle Outfitters and aerie by American Eagle Outfitters brands. It operates approximately 1,000 retail stores. The American Eagle Outfitters brand targets 15 to 25 year old men and women. Denim is the cornerstone of the American Eagle Outfitters product assortment, which is complemented by other key categories, including pants, shorts, sweaters, fleece, outerwear, graphic T-shirts, footwear, and accessories. The company offers clothing, accessories, and personal care products. American Eagle Outfitters and aerie merchandise is also available at international store locations managed by third party operators. As of January 31, 2015, the company operated 955 American Eagle Outfitters stores and 101 aerie stores. Its third party operated store base has grown to 99 stores in 16 countries and products purchased through its online business, AEO Direct, ship to 81 countries worldwide. The company sells merchandise through ae.com and aerie.com, which are the digital manifestation of the lifestyle that its brands represent. Website Ownership Ticker Revenue York , PA 1898 B- NYSE: AEO $3.28 Billion 1,000 Pittsburgh, PA 1977 NR ULTA SALON Ulta Salon, Cosmetics & Fragrance, Inc. operates as a specialty retailer in the United States. The companys stores provide cosmetics, fragrance, haircare, skincare, bath and body products, and salon styling tools. It also offers cosmetics, which includes products for the face, eyes, cheeks, lips, and nails; haircare products, such as shampoos, conditioners, styling products, and hair accessories; and salon styling tools comprising hair dryers, curling irons, and flat irons. In addition, the company provides skincare, and bath and body products consisting of products for face, hands, and body; fragrances; nail polish and nailcare products; and mens skincare, haircare, and fragrance products. As of August 1, 2015, it operated 817 stores in 48 states. Its full-service salon in its stores offers haircuts, hair coloring, and texturizing, as well as facials and waxing; and offers its products through its Website, ulta.com. Ulta Salon, Cosmetics & Fragrance, Inc. was founded in 1990 and is based in Bolingbrook, Illinois. Page 54 25,200 Public 7,000 Rating 270 www.ae.com Employees Founded $2.8 Billion American Eagle Outfitters No. Locations Headquarters bostonstore.com Ownership Headquarters AMERICAN EAGLE OUTFITTERS Boston Store/The Bon-Ton Company Website Ownership Ticker Revenue No. Locations Employees Headquarters Founded ULTA Salon, Cosmetic & Fragrance, Inc. www.ulta.com Public ULTA $3.24 Billion 817 8,100 Bolingbrook, IL 1990 Offering Memorandum | Janesville Mall CHUCK E. CHEESE Company Chuck E. Cheese’s is a chain of American family entertainment centers and restaurants. The chain is the primary brand of CEC Entertainment, Inc. and is headquartered in Irving, Texas. The establishment serves pizza and other menu items, complemented by arcade games, amusement rides, and animatronic displays as a focus of entertainment for the entire family. The brand derives its name from its main animatronic character Chuck E. Cheese, a comedic mouse who sings and interacts with guests. Website www.chuckecheese.com Private No. Locations 590 Headquarters Irving, TX Founded 1977 BOOKS A MILLION Company Books A Million Founded in 1917 as a street corner newsstand in Florence, Alabama, Books-A-Million, Inc. has grown to become the premier book retailing chain in the Southeastern United States, and the second largest book retailer in the nation. Based in Birmingham, Alabama, the company currently operates more than 260 stores in 32 states and the District of Columbia. In addition to its primary retail component, the corporation includes a book wholesale and distribution subsidiary, American Wholesale Book Company, an e-commerce division operating as BOOKSAMILLION.COM, and an internet development and services company, NetCentral, in Nashville, Tennessee. Website Chuck E. Cheese’s, originally referred to as Chuck E. Cheese’s Pizza Time Theater, was founded by Atari founder Nolan Bushnell who was seeking to expand the purview of video game arcades beyond more adult locations like pool halls to a kid and family friendly venue. Bushnell’s experience in the amusement park industry, as well as his fondness of The Walt Disney Company, was influential in the conceptualization of the Pizza Time Theatre concept. The first location opened in San Jose, California in 1977, and was labeled as the first family restaurant to integrate food, cheap animated entertainment, and an indoor arcade. RUE 21 Company rue21 Inc., formerly known as Pennsylvania Fashions Inc. (as well as $9.99 Stockroom), is headquartered in Warrendale, Pennsylvania. It is a specialty discount retailer of young men and women’s casual apparel and accessories. Its clothes are designed to appeal to 11- to 17-year-olds who aspire to be 21 and adults who want to look and feel 21. In 2013, Apax Partners, a global private equity firm, acquired the company. Website rue21 offers its own brands, such as rue21 etc.!, CARBON elements, tarea and rueKicks, ruebeauté!, ruebleu Swim, in addition to other brands in its stores to create merchandise excitement and differentiation in its stores. Its website displays selected inventory that is available in their brick & mortar stores. In select stores rue21 also offers rueGuy, an expanded men’s department with a more male-inspired layout, design, and fashion selection. Headquarters Offering Memorandum | Janesville Offering Memorandum | Janesville Mall Mall Ownership Chuck E. Cheese Ownership No. Locations Employees Founded rue 21 www.reu21.com Private 1,111 2,340 Warrendale, PA 1976 Ownership No. Locations Employees Headquarters Founded www.booksamillion.com Private 260 5,500 Birmingham, AL 1917 Page Page 55 55 VICTORIA’S SECRET Victoria’s Secret is the largest American retailer of lingerie, womens wear, and beauty products through its catalogs, website, and its U.S. stores. Victoria’s Secret is wholly owned by publicly traded L Brands company. L Brands, Inc. operates as a specialty retailer of women’s intimate and other apparel, beauty and personal care products, and accessories. The company operates in two segments: Victoria’s Secret, and Bath & Body Works. Its products include loungewear, bras, panties, sleepwear, swimwear, athletic attire, fragrances, shower gels and lotions, aromatherapy, soaps and sanitizers, home fragrances, handbags, jewelry, and personal care accessories. The company offers its products under the Victoria’s Secret, Pink, Bath & Body Works, La Senza, Henri Bendel, C.O. Bigelow, White Barn Candle Company, and other brand names. L Brands, Inc. sells its merchandise through company-owned specialty retail stores in the US, Canada, and the United Kingdom; through its websites; and through franchises, licenses, and wholesale partners. The company was formerly known as Limited Brands, Inc. and changed its name to L Brands, Inc. in March 2013. L Brands, Inc. was founded in 1963 and is headquartered in Columbus, Ohio. MAURICE’S What started in 1931 as a small women’s fashion shop in Duluth, Minnesota, has grown to over 800 stores in 44 states across the country. Maurices is the leading small town specialty store and authority for the savvy, fashion conscious customer with a twentysomething attitude. For seven decades, Maurices has stayed true to our high standards for fashion, value and great customer service. Parent, Ascena Retail Group, Inc., through its subsidiaries, operates as a specialty retailer of clothing, shoes, and accessories for missy, plus-size women, and tween girls in the United States, Canada, and Puerto Rico. The company operates through five segments: Justice, Lane Bryant, Maurices, Dressbarn, and Catherines. It creates, designs, and develops a range of merchandise, including apparel, accessories, footwear, and intimates; lifestyle products comprising bedroom furnishings and electronics; and wear-to-work, casual sportswear, footwear, and social occasion apparel. Its principal retail brands comprise Ann Taylor, LOFT, Lou & Grey, Justice, Lane Bryant, Lane Bryant Outlet, Cacique, Right Fit, maurices, dressbarn, Catherines, Catherines Plus Sizes, Maggie Barnes, Liz&Me, Serenada, Dressbar, 6th & Lane and Maurices In Motion. Company Website Ticker (Parent) ASNA Employees Headquarters Founded Rating Ownership Ticker Revenue No. Locations Employees Headquarters Founded Rating www.victoriassecret.com Public LB $11.45 billion 2,685 20,200 Columbus, OH 1963 BB+ www.maurices.com Public No. Locations Website Victoria’s Secret Maurice’s Ownership Rev. (Parent) Company $4.802 billion 4,900 14,000 Mahwah, NJ 1962 BB SHOE DEPT Company Founded in 1960 in Kannapolis, NC, SHOE SHOW, INC.’s success has been based on a simple formula of providing quality products, service and value. Over the past fifty-five years SHOE SHOW, INC. has continued to grow with stores named SHOE SHOW, SHOE DEPT. and Burlington Shoes. Currently SHOE SHOW, INC. has 1142 locations in 41 states. SHOE SHOW, INC. has maintained its formula of success through technological advances and operating efficiencies; such as, standard store design, an efficient distribution center and computer links with stores and vendors. SHOE SHOW, INC. also places great value on social and community activities that assist the local area. The Company is active in a number of charitable causes including Cooperative Christian Ministries, Bible Teaching Associations, Salvation Army, Hospice and Palliative Care of Cabarrus County, Crisis Pregnancy Center, CVAN, Gardner-Webb University, Cabarrus Vocational Opportunities, Rowan Vocational Opportunities Incorporated, Community Free Clinic and Cabarrus Meals on Wheels. Website Ownership Ticker The Shoe Dept. www.shoeshow.com Private N/A Revenue (est) $6 billion No. Locations 1,600+ Headquarters Concord, NC Founded 1960 In the future, SHOE SHOW, INC. will continue to stay focused on the simple formula of providing quality Page 56 Offering Memorandum | Janesville Mall HIBBET SPORTING GOODS Company Hibbett Sports, Inc., together with its subsidiaries, operates sporting goods retail stores in small and midsized markets primarily in the South, Southwest, Mid-Atlantic, and the Midwest regions of the United States. Its stores offer a range of merchandise, including athletic footwear, team sports equipment, athletic and fashion apparel, and related accessories. The company also sells merchandise directly to educational institutions and youth associations. As of May 1, 2015, it operated 1,000 premium athletic retail stores. Hibbett Sports, Inc. was founded in 1945 and is based in Birmingham, Alabama. Website Ownership Ticker Revenue Website 3,200 Ticker ASNA 1945 NR $4.802 billion No. Locations 887 Headquarters New Albany, OH 1987 CHILDREN’S PLACE Company The Children’s Place, Inc. operates as a children’s specialty apparel retailer. The company sells apparel, accessories, footwear, and other items for children; and designs, contracts to manufacture, and sells merchandise under the proprietary The Children’s Place, Place, and Baby Place brand names. As of October 31, 2015, it operated 1,085 stores in the United States, Canada, and Puerto Rico; and 90 international stores that are operated by its franchise partners. The company also sells its products through operating an online store at childrensplace.com. The company was formerly known as The Childrens Place Retail Stores, Inc. and changed its name to The Children’s Place, Inc. in June 2014. The Children’s Place, Inc. was founded in 1969 and is based in Secaucus, New Jersey. Website Ownership Ticker Revenue The Children’s Place, Inc. www.childrensplace.com Public PLCE $1.761 billion No. Locations 1,085 Employees 3,900 Headquarters Founded Rating Offering Memorandum | Janesville Offering Memorandum | Janesville MallMall Birmingham, AL www.justiceretail.com Public Founded $913 million Tween Brands, Inc. Ownership Revenue HIBB Employees Rating Tween Brands, Inc., formerly known as Limited Too, Inc. and Too, Inc., operates Justice branded stores targeted towards the tween girl market. Since 2009 the company has been a part of Ascena Retail Group. Justice sells apparel, underwear, sleepwear, swimwear, lifestyle, accessories, and personal care products aimed at children age 5–15. Parent, Ascena Retail Group, Inc., through its subsidiaries, operates as a specialty retailer of clothing, shoes, and accessories for missy, plus-size women, and tween girls in the United States, Canada, and Puerto Rico. The company operates through five segments: Justice, Lane Bryant, Maurices, Dressbarn, and Catherines. It creates, designs, and develops a range of merchandise, including apparel, accessories, footwear, and intimates; lifestyle products comprising bedroom furnishings and electronics; and wear-to-work, casual sportswear, footwear, and social occasion apparel. Its principal retail brands comprise Ann Taylor, LOFT, Lou & Grey, Justice, Lane Bryant, Lane Bryant Outlet, Cacique, Right Fit, maurices, dressbarn, Catherines, Catherines Plus Sizes, Maggie Barnes, Liz&Me, Serenada, Dressbar, 6th & Lane and Maurices In Motion. Public 1,000 Founded Company www.hibbett.com No. Locations Headquarters JUSTICE Hibbett Sports, Inc. Secaucus, NJ 1969 NR Page Page 57 57 CJ BANKS Company Christopher & Banks Corp. Christopher & Banks Corporation, through its subsidiaries, operates as a retailer of womens apparel and accessories in the United States. The company designs, sources, and sells womens apparel and accessories to customers ranging in age from 45 to 60. Its stores offer womens apparel consisting of knit tops, woven tops, jackets, sweaters, skirts, denim bottoms, bottoms made of other fabrics, leisure wear, and dresses in missy, petite, and women sizes, as well as jewelry and accessories. As of August 1, 2015, the company operated 529 stores, including 82 Christopher & Banks stores, 73 CJ Banks stores, 309 MPW stores, and 65 outlet stores. It also operates e-commerce Web sites, such as christopherandbanks.com and cjbanks.com. The company was formerly known as Brauns Fashions Corporation and changed its name to Christopher & Banks Corporation in July 2000. Christopher & Banks Corporation was founded in 1956 and is headquartered in Plymouth, Minnesota. Website christopherandbanks.com BATH & BODY WORKS Company Bath & Body Works, LLC, is an American retail store under the L Brands (formerly Limited Brands) umbrella. It specializes in shower gels, lotions, fragrance mists, perfumes, candles, and home fragrances. For the past decade, Bath & Body Works has reinvented the personal care industry with the introduction of fragrant flavorful indulgences, including shower gels, lotions, candles and accessories. It’s focus is on creating and offering the best products, with an emphasis on innovation from nature, Bath & Body Works is destined to become the ultimate personal care destination. Website Ownership Ticker Revenue No. Locations Employees Headquarters Founded Rating Page 58 Ownership Ticker Public CBK Revenue No. Locations Employees Headquarters Founded Rating $418.5 million 529 1,330 Plymouth, MN 1956 NR Bath & Body Works www.bathandbodyworks.com Public LB (Parent) $11.45 Billion 2,685 20,200 Columbus, OH 1963 BB+ Spencers Company Spencer Gifts LLC, a lifestyle retail company operates two unique, national brands, Spencer’s and Spirit Halloween throughout the United States, Canada and online. Spencer’s is the mall destination for entertainment, excitement and fun. For over 60 years the company has been offering unique product for the lifestyle style of the company’s core 18-24 year old guest, always inspired by humor and irreverence. Spencer’s has been the leader in fun and novel products from the Whoopie Cushion to lava lights. Today, Spencer’s operates over 600 stores throughout the United States, Canada and online and is proud to be one of the longest running shows in the mall. Strong operating disciplines combined with our unique merchandising formula underpins our continued growth Website Ownership Spencer’s www.spencersonline.com Private No. Locations 600+ Headquarters Egg Harbor Twnshp, NJ Founded 1947 Offering Memorandum | Janesville Mall Offering Memorandum | Janesville Mall Page 59 2500 Milton Ave Janesville, WI 53545 PRESENTED BY: Kyle B. Matthews, CCIM Chairman & CEO 310 919 5757 [email protected] License No. 01469842 Patrick Toomey Managing Partner 310 919 5765 [email protected] License No. 00881133 Beau Beach Broker of Record License No: 55685-90 Capital Markets Brian Krebs Barrington Capital Corporation 818 606-9476 [email protected]