WESTERN HILLS SQUARE
Transcription
WESTERN HILLS SQUARE
WESTERN HILLS SQUARE 2314 FERGUSON ROAD, CINCINNATI, OH 45238 OFFERING MEMORANDUM ™ R E T A I L A D V I S O R S C O N FID EN T I A L I T Y & DI SCL A IMER STATEMEN T This Offering Memorandum contains select information pertaining to the business and affairs of Western Hills Square located at 2314 Ferguson Road, Cincinnati, OH 45238 (“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, nor their officers, employees, or agents makes any representation or warranty, express or implied, as to the accuracy or completeness of this Offering Memorandum 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 disc retion, to reject any and all expressions of interest or offers to purchase the Property and to terminate discussions with any person or entity reviewing 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 res pective 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 Matthews Retail Advisors Table of Contents ™ PRICING & FINANCIAL ANALYSIS Investment Highlights.................................................... 2 Executive Summary...................................................... 3 Assumptions................................................................ 4 Schedule of Prospective Cash Flow................................. 5 Rent Roll...................................................................... 6 Company Overviews.................................................... 7 Lease Abstracts............................................................ 9 R E T A I L A D V I S O R S PROPERTY DESCRIPTION Physical Description.................................................... 18 Tenant Map............................................................... 19 Regional Map............................................................ 21 Local Map................................................................. 21 Birds Eye................................................................... 23 DEMOGRAPHICS City Overview | Cincinnati, OH.................................. 25 Demographics........................................................... 26 Companies with Ops or HQ in Cincinnati.................30-31 E XC LUS I V ELY L I ST ED BY: Kyle B. Matthews, CCIM Chairman & CEO DIRECT +1.310.919.5757 MOBILE +1.310.622.3161 kyle.matthews@matthews.com License No. 01469842 Patrick Toomey Managing Partner DIRECT +1.310.919.5765 MOBILE +1.310.403.4984 patrick.toomey@matthews.com License No. 00881133 Shenan P. Murphy, CCIM Broker of Record License No. 42901 PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS WestPark Retirement Ferg uson Matthews Retail Advisors OFFERING MEMORANDUM | Western Hills Square Pricing & Financial Analysis ™ PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS Investment Overview High Credit, Stable Income Low Management Hassle • 100% leased, two tenant retail center with corporate signature lease with PetSmart and local Hallmark operator • Two-tenant asset with net leases - perfect for out-of-town investors • Established, high-credit tenants will require limited oversight • PetSmart (NASDAQ: PETM, S&P: BB+), is one of the country’s largest pet supply retailers, with over 1,200 locations and revenues of consumer farm specialty retailer in the U.S., with over 1,300 locations, and nearly $6 billion in annual sales • High-quality construction with little near-term deferred maintenance • Stable Investment - PetSmart comprises over 82% of the revnue for this investment Flagship Property & Ideal 1031 Exchange Replacement • Both PetSmart and Hallmark have successfully operated at this location since its construction in 1998 • Stable Income with improving cash-on-cash returns • PetSmart’s lease expires in 2022 with four (4) five (5) year options to extend; fixed increases every five (5) years on each option • Low management/low hassle net leases with increases • No existing financing in place; obtain new financing at historically low rates • Hallmark’s lease expires in 2019, with a 7% rent increase in 2016 High Traffic Location Stable, Dense Midwest Demographics • Located in Western Hills Square, anchored by Walmart and Kroger • 17,322 people within 1 mile radius, with Average Household Income of $44,442 • Proximate to 333,000 SF Glenway Crossing Shopping Center and Western Hills Marketplace with nationally recognized tenants Dick’s Sporting Goods, Michael’s, Shoe Carnival, Best Buy, and Panera Bread • 123,086 people within 3 mile radius, with Average Household Income of $49,581 • Large radius draw - located in a dense in-fill suburb of Cincinnati with limited immediate competition causes there to be a larger draw for Kroger and Walmart P. 2 Matthews Retail Advisors • 239,904 people within 5 mile radius, with Average Household Income of $54,495 • Major employers in Cincinnati include: Proctor & Gamble, Mitsubishi Automotive Electric, Toyota Motor Engineering NA, Fifth Third Bank, First Financial Bank, Cintas, Sunny Delight Beverages, Miami University, University of Cincinnati, US Playing Card Company, GE Aviation, Kroger, and Macy’s OFFERING MEMORANDUM | Western Hills Square PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS Financial Overview EXECUTIVE SUMMARY WESTERN HILLS SQUARE 2314 FERGUSON RD CINCINNATI, OH 45238 List Price........................................................................................... $5,490,000 Gross Leasable Area����������������������������������������������������������������������� 33,579 SF Price/SF...........................................................................................................$163 CAP Rate - Current������������������������������������������������������������������������������������7.30% Year Built��������������������������������������������������������������������������������������������������������1998 Lot Size ��������������������������������������������������������������������������������������������� 3.01 Acres Annualized Operating Data Income Gross Potential Rent Expense Reimbursements Recycling Income Gross Potential Income Vacancy/Collection Allowance Effective Gross Income Western Hills Square | OFFERING MEMORANDUM Year 1 Base Rent $431,198 $186,916 $5,600 $623,714 (5,991) $617,723 Total Expenses $216,420 Net Operating Income $401,303 Matthews Retail Advisors P. 3 PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS Assumptions Property Timing Property Operating Parameters Market Rents Start of Analysis Sept 2016 Anchor End of Analysis Aug 2026 Jr. Anchor Analysis Period 10 Years Capital Expense (Year 1): $12.95 $15.15 Lease Type NNN Capital Reserves $0.15/SF Operating Expenses (Year 1): Real Estate Taxes $155,188 Insurance $2,500 CAM $40,200 Management Fees Growth Rates: Market Rents 3% Operating Expenses 3% Real Estate Taxes 2% Capital Reserves 3% CPI 3% MARKET LEASING ASSUMPTIONS $216,305 Amount Reimbursed by Tenants $186,901 General Vacancy*: Year 1 5.00% Thereafter 5.00% *PetSmart is excluded from the General Vacancy Factor Jr. Anchor Renewal Probability 75% 75% Market Rent (SF/YR) $12.95 $15.15 12 Months 6 Months Tenant Improvements $15/SF new $5/SF renew $15/SF new $5/SF renew Leasing Commissions 6% new 3% renew 6% new 3% renew Lease Term 10 Years 5 Years Lease Type NNN NNN Downtime Western Hills Square | OFFERING MEMORANDUM Anchor $18,417 Total Operating Expenses Matthews Retail Advisors P. 4 PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS Schedule of Prospective Cash Flow Year 1 Year 1 $ / SF May-2016 Year 2 May-2017 Year 3 May2018 Year 4 Year 5 May2019 May-2020 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 May-2021 May-2022 May-2023 May-2024 May-2025 May-2026 EFFECTIVE GROSS REVENUE Base Rental Revenue $12.84 431,198 431,448 431,188 430,926 430,926 438,678 444,216 448,483 457,016 457,016 464,768 Absorption & Turnover Vacancy $0.00 0 0 (13,394) 0 0 0 0 (15,527) 0 0 0 $12.84 431,198 431,448 417,794 430,926 430,926 438,678 444,216 432,956 457,016 457,016 464,768 $5.57 186,916 191,006 189,187 198,766 203,137 207,623 212,203 210,572 221,637 226,540 231,557 Scheduled Base Rental Revenue Expense Reimbursement Revenue Recycling Total Potential Gross Revenue General Vacancy TOTAL EFFECTIVE GROSS REVENUE $0.17 5,600 5,600 5,600 5,600 5,600 5,600 5,600 5,600 5,600 5,600 5,600 $18.57 623,714 628,054 612,581 635,292 639,663 651,901 662,019 649,128 684,253 689,156 701,925 ($0.18) (5,991) (6,039) 0 (6,050) (6,086) (6,125) (6,164) 0 (6,883) (6,925) (6,968) $18.40 617,723 622,015 612,581 629,242 633,577 645,776 655,855 649,128 677,370 682,231 694,957 189,174 OPERATING EXPENSES Real Estate Taxes $4.62 155,188 158,292 161,458 164,687 167,981 171,340 174,767 178,262 181,828 185,464 Insurance $0.07 2,500 2,575 2,652 2,732 2,814 2,898 2,985 3,075 3,167 3,262 3,360 CAM $1.05 35,200 36,256 37,344 38,464 39,618 40,806 42,031 43,292 44,590 45,928 47,306 Utilities - Electricity $0.15 5,000 5,150 5,305 5,464 5,628 5,796 5,970 6,149 6,334 6,524 6,720 $0.55 18,532 18,660 18,377 18,877 19,007 19,373 19,676 19,474 20,321 20,467 20,849 TOTAL OPERATING EXPENSES $6.45 216,420 220,933 225,136 230,224 235,048 240,213 245,429 250,252 256,240 261,645 267,409 NET OPERATING INCOME $11.95 401,303 401,082 387,445 399,018 398,529 405,563 410,426 398,876 421,130 420,586 427,548 Management LEASING & CAPITAL COSTS Tenant Improvements $0.00 0 0 39,784 0 0 0 0 46,120 0 0 0 Leasing Commissions $0.00 0 0 15,068 0 0 0 0 17,468 0 0 0 6,769 $0.15 5,037 5,188 5,344 5,504 5,669 5,839 6,014 6,195 6,381 6,572 Deferred Maintenance Items Capital Reserves $2.98 100,000 0 0 0 0 0 0 0 0 0 0 TOTAL LEASING & CAPITAL COSTS $3.13 105,037 5,188 60,196 5,504 5,669 5,839 6,014 69,783 6,381 6,572 6,769 $8.82 296,266 395,894 327,249 393,514 392,860 399,724 404,412 329,093 414,749 414,014 420,779 CASH FLOW P. 5 Matthews Retail Advisors OFFERING MEMORANDUM | Western Hills Square PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS Rent Roll Suite 000A Tenant PetSmart GLA 26,579 % of GLA 79.15% Lease Type NNN Lease Commencement 3/2/1998 Lease Expiration 1/31/2022 Annual Rent Rent/SF Changes On Changes To Options $344,198 $12.95 Option 12/1/2022 $357,487 4 5-Year Option 22/1/2027 $370,777 Option 32/1/2032 $384,066 Option 42/1/2037 $397,356 3/2016 $80,750 3/2017 $81,250 000B Ann’s Hallmark 5,000 14.89% NNN 9/21/1998 2/28/2019 $75,750 $15.15 000B Ann’s Hallmark Storage 2,000 5.96% Gross 9/21/1998 2/28/2019 $6,000 $3.00 Occupied 33,579 100.00% $425,948 $12.68 Vacant Total 33,579 Western Hills Square | OFFERING MEMORANDUM 0.00% 100.00% Matthews Retail Advisors P. 6 PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS Company Overview Tenant Ownership Credit Rating Rating Agency Revenue No. of Locations Headquartered Web Site Year Founded PetSmart, Inc. Private B+ Standard & Poor’s $6.9 Billion 1,300+ Phoenix, AZ www.petsmart.com 1986 PetSmart, Inc., together with its subsidiaries, operates as a specialty retailer of products, services, and solutions for pets in the United States, Puerto Rico, and Canada. The company offers consumables, such as pet food, treats, and litter; and hardgoods, which include pet supplies and other goods comprising collars, leashes, health care supplies, grooming and beauty aids, toys, apparel, and pet beds and carriers, as well as aquariums and habitats, accessories, décor, and filters for fish, birds, reptiles, and small pets. It also provides fresh-water fish, small birds, reptiles, and small pets; and pet services, such as grooming, including precision cuts, baths, nail trimming and grinding, and teeth brushing, as well as training, boarding, and day camp services. In addition, the company operates PetSmart PetsHotels that offer boarding for dogs and cats; provides personalized pet care, temperature controlled rooms and suites, daily specialty treats and play time, and day camp services for dogs; and operates veterinary hospitals, which offer services comprising routine examinations and vaccinations, dental care, a pharmacy, and surgical procedures. In 2014 PetSmart was acquired by BC Partners. PetSmart, Inc. was founded in 1986 and is based in Phoenix, Arizona Source:Yahoo!Finance P. 7 Matthews Retail Advisors OFFERING MEMORANDUM | Western Hills Square PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS Company Overview Tenant Trade Name Lessee Guarantor Hallmark Ann’s, Inc. Ann’s Of Kentucky, Inc. Ownership Private No. of Locations (parent) 40,000 No. of Employees (parent) 24,000 Headquartered (parent) Web Site Year Founded/Acquired (parent) Kansas City, MO www.hallmark.com 1903/1984 Hallmark makes the world a more caring place by helping people laugh, love, heal, say thanks, reach out and make meaningful connections with others. Through moments big and small, and through both happy and challenging times, Hallmark helps give voice to caring thoughts and emotions with tangible reminders of appreciation, celebration, belonging and love. Hallmark was founded more than a century ago by a teenage entrepreneur with a couple of shoeboxes of postcards under his arm and the American dream in his heart. Today’s Hallmark is a $4 billion business with greeting cards and other products sold in more than 40,000 retail stores across the U.S. – including top mass retailers and the network of Hallmark Gold Crown stores. Our brand also reaches people online at Hallmark.com and through our retail partners’ web sites, and on television through and cable’s toprated Hallmark Channels and Hallmark Hall of Fame movies. Worldwide, Hallmark offers products in more than 30 languages available in 100 countries. Hallmark subsidiary Crayola inspires children’s creativity through Crayola® brand crayons and markers as well as innovative art tools, crafting activities and creative toys that give kids the power to explore, discover, play and dream. But as big as we’ve become, and as iconic as our brand is today, we’re still privately held, still based in Kansas City, Mo., and still led by members of our founding family. More importantly, Hallmark continues to stay close to people’s needs, understanding what is universal in the human heart and meeting those needs with products and experiences that bring people together. Source:Yahoo!Finance Western Hills Square | OFFERING MEMORANDUM Matthews Retail Advisors P. 8 PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS Lease Abstract - PetSmart Lease Type: Net Tenant: PETSMART, Inc. Property Address: 447 N. Milwaukee Ave. Vernon Hills, IL 60061 Guaranty: None Premises: 26,579 (Pursuant to First Amendment to Shopping Center Lease) Date of Lease: July 25, 1997 Rent Commencement: March 22, 1998 Lease Expiration: January 31, 2022 (Pursuant to Second Amendment to Shopping Center Lease) Lease Term: Fifteen (15) Years, Zero (0) months Renewal Options: Four (4) Five (5) (Pursuant to Second Amendment to Shopping Center Lease) March 22, 1998 - January 31, 2004 |$317,619.05/annum ($26,468.25/month) February 1, 2004 - January 31, 2009 | $330,908.55/annum ($27,575.71/month) February 1, 2009 - January 31, 2022 | $344, 198.05/annum ($28,683.17/month) Options February 1, 2022 - January 31, 2027 | $357,487.55/annum ($29,790.63/month) February 1, 2027 - January 31, 2032 | $370,777.05/annum ($30,898.09/month) February 1, 2032 - January 31, 2037 | $384,066.55/annum ($32,005.55/month) February 1, 2037 - January 31, 2042 | $397,356.05/annum ($33,113.00/month) Rent: (Pursuant to Second Amendment to Shopping Center Lease) CPI Adjustments: P. 9 Matthews Retail Advisors For each subsequent rental period during the Initial Term and any Renewal Period, the Annual Base Rent shall equal the Annual Base Rent for the previous rental period increased by a percentage amount equal to two (2) times the percentage change during such previous rental be reduced below the Base Rent for the previous rental period in the U.S. Department of Labor Consumer Price Index for All Urban Consumers U.S. Cities Average (1984-86=100) (“CPI”); provided however, that in no event shall the Base Rent for any rental period be reduced below the Base Rent for such rental period set forth in such chart (Section 4.2) OFFERING MEMORANDUM | Western Hills Square PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS Lease Abstract - PetSmart Co-Tenancy should occur if: (a) Walmart (or the occupant of more than twenty percent (20%) of the WalMart premises commences and continues on a regular basis to use its premises for a non-retail use; or (b) Kroger (or the occupant of more than twenty percent (20%) of the WalMart premises commences and continues on a regular basis to use its premises for a non-retail use; or Co-Tenancy Requirement: Both WalMart and Kroger (or a successor, assignee, tenant or subtenant thereof) cease to operate as a retail use in at least eighty percent (80%) of their respective premises as shown on Exhibit A for a period of more than ninety (90) days (except if such cessation is in conjunction with a casualty in which event such period shall be extended to one hundred eighty (180) days, then in such event and provided Tenant is open and operating on a regular basis as a retail use, the Base Rent shall be immediately reduced to an amount equal to seventy-five percent (75%) of the amount otherwise in effect pursuant to Section 4 of this Lease (the date of such reduction in the Base Rent in hereinafter referred to as the “Rent Reduction Date”). The base Rent shall be reduced by an additional five percent (5%), down to a minimum of fifty percent (50%), for each year after the Rent Reduction Date that the Co-Tenancy failure remains uncured. The Base Rent shall be increased to the full amount then due pursuant to the terms and provisions of the Lease effective immediately on the date the Co-Tenancy Failure is cured) (Exhibit K). Landlord shall maintain, operate and repair or cause to be maintained, operated and repaired the Common Area and all exterior portions of the Shopping Center (Section 11.1). CAM: Tenant shall pay to Landlord as additional rent Tenant’s proportionate share of the reasonable expenses actually incurred by Landlord for maintaining, operating, and repairing the Common Areas on Lot 2, and those expenses charged to and paid by Landlord as the owner of Lot 2 under the REA, subject to the limitations herein. This shall include an administrative fee not to exceed five percent (5%) of the Common Areas costs, excluding any amounts paid or reimbursed to Tenant pursuant to paragraph 11.10, the amount by which any individual expense item or series of related items exceeds two thousand five hundred dollars ($2,500) per Lease Year and such administrative fee (Section 11.6). Common Areas cost shall not exceed the previous year’s actual Common Area Costs by more than five percent (5%) (Section 11.7). Tenant Repairs: Tenant will be responsible for defects to the Premises occurring during the course of constructing Tenant’s Building for repairs and replacements necessary due to defective construction, installation, components or materials incorporated into or used by Tenant in its original construction of Tenant’s Building, and for the maintenance and repair of all parts of the HVAC system. Tenant shall maintain the interior of Tenant’s Building in good order and repair, and shall perform such repairs, maintenance and replacements to the interior of Tenant’s Building as are not required to be made by Landlord. Western Hills Square | OFFERING MEMORANDUM Matthews Retail Advisors P. 10 PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS Lease Abstract - PetSmart Tenant will be responsible for defects to the Premises occurring during the course of constructing Tenant’s Building for repairs and replacements necessary due to defective construction, installation, components or materials incorporated into or used by Tenant in its original construction of Tenant’s Building, and for the maintenance and repair of all parts of the HVAC system. Tenant Repairs: Tenant shall maintain the interior of Tenant’s Building in good order and repair, and shall perform such repairs, maintenance and replacements to the interior of Tenant’s Building as are not required to be made by Landlord. Tenant shall obtain and keep in effect at all times a routine maintenance and service contract for the HVAC system with a contractor approver or certified by the HVAC manufacturer. (Section 12.3) Landlord Repairs: Landlord shall at its own sole cost and expense: repair all damage to the Premises or Common Area on Parcel II caused by subsidence or other structural defects; maintain in good condition and repair the roofing, canopy, gutters, downspouts, exterior painting, wiring, plumbing, pipes, conduits, and equipment which serve the Premises but are not located within the interior of the Premises and all structural portions of Tenant’s Building. Landlord is to repaint all exterior portions of Tenant’s Building whenever necessary, but no less than every seven (7) years. Landlord is to test the sprinkler system in the Premises every six (6) months and make all repairs and changes to the Premises or Common Area required by reason of negligence (Section 12.1). Landlord shall make available to Tenant all facilities for water, gas, electricity, sewerage, telephone and any other utility for use in the Premises. Utilities: Tenant shall arrange with and pay directly to such public utility companies for all utilities which it uses in the Premises except those paid as part of the Common Area Costs (Section 17). Taxes: Tenant shall pay to Landlord its proportionate share of all Real Property Taxes due and payable during the Term of the Lease (Section 18.2) Tenant’s Insurance: Tenant shall maintain in respect to the interior of the Premises a commercial general liability insurance policy, including contractual liability, protecting Landlord and Tenant with combined single limit coverage of three million dollars ($3,000,000.00) for personal and bodily injury and damage to property. Tenant shall maintain special form property insurance covering its fixtures, equipment and inventory located on the Premises in an amount which is not less than eighty percent (80%) of its replacement cost (Section 13.5) Tenant’s Pro-Rate Share of InTenant shall pay to Landlord Tenant’s proportionate share of Landlord’s Insurance Costs (Section 13.4). surance Costs: Landlord shall maintain at all times special form property insurance coverage in an amount equal to the full replacement value of all Improvements on Lot 2, including Tenant’s Building and any Improvements to Tenant’s Building, whether made by Landlord or Tenant (Section 13.1) Landlord’s Insurance: Landlord shall maintain a primary commercial general liability insurance policy in respect of the Common Area, including contractual liability coverage, having combined single limit coverage of three million dollars ($3,000,000.00) and damage to property (Section 13.2) Unless approved by Tenant, insurance required to be maintained by Landlord hereunder shall have a deductible no greater than five thousand dollars ($5,000.00) (Section 13.3) P. 11 Matthews Retail Advisors OFFERING MEMORANDUM | Western Hills Square PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS Lease Abstract - PetSmart Tenant may from time to time at its own cost and expense make such alterations, additions, restorations, changes, replacements or installations in, of or to Tenant’s Building as Tenant deems necessary or desirable. Alterations and Improvements: Any structural changes in Tenant’s Building, or exterior changes to the Premises not otherwise permitted hereunder, or any other changes which affect any portion of Tenant’s Building or the components thereof which Landlord is responsible to repair and maintain, shall require prior written consent of Landlord (Section 15.1). Following the Delivery Date, Landlord may not alter the interior or exterior of Tenant’s Building without Tenant’s consent. Landlord shall have the right to make alterations to the space located adjacent to the Premises, including changes to the façade of the space, subject to the terms and conditions of this Lease, the REA, the Restrictive Covenants and any Permitted Exceptions (Section 15.2). Damage and Destruction: Landlord shall promptly and diligently repair and reconstruct Tenant’s Building in the event it is damaged or destroyed by fire or other insured casualty, and all proceeds from Landlord’s insurance carried in accordance with the Lease shall be applied by Landlord for said repair and construction (Section 27.1). Western Hills Square | OFFERING MEMORANDUM Matthews Retail Advisors P. 12 PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS Lease Abstract - Ann’s, Inc. Hallmark Lease Type: Net Tenant: Ann’s, Inc. Guaranty: Ann’s of Kentucky, Inc. (Lease Guaranty dated July 7, 1998) Premises: 7,000 SF (2,000 SF Storage Space) Date of Lease: July 7, 1998 July 7, 1998 10% rental increases every five (5) years Two five (5) year options Current March 1, 2014 (Pursuant to Third Amendment to Lease) Rent Commencement: Lease Expiration: Original September 21, 1998 Current February 28, 2019 (Pursuant to Third Amendment to Lease) Original February 28, 2004 Current Five (5) Years (Pursuant to Third Amendment to Lease) Lease Term: Renewal Options: Original Five (5) Years, Five (5) Months, Twenty-Nine (29) days One (1) Five (5) Year (Section 3) March 1, 2014-February 29, 2016: $75,750/annum ($6,312.50/month) March 1, 2016-February 28, 2017: $80,750/annum ($6,729.17/month) March 1, 2017-February 28, 2019: $81,250/annum ($6,770.83/month) Rent: Storage Space Fee $6,000/annum ($500/month) (Pursuant to Third Amendment to Lease) P. 13 Matthews Retail Advisors OFFERING MEMORANDUM | Western Hills Square PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS Percentage Rent: 6% of Gross Sales for any period that Tenant is entitled to pay Percentage Rent in lieu of Minimum Rent because the co-tenancy requirement of the lease is not satisfied (Section 1.m). Co-Tenancy Requirement: If, during the initial Term of the Lease, the Wal-Mart (“Major Tenant”) store located on the property adjacent to the Shopping Center Areas closes for business, then, from the date of such closing until the Major Tenant re-opens for business or a replacement user of similar size and use reopens for business at such space, Minimum Rent shall be abated and Tenant shall be obligated to pay in lieu thereof the lesser of (i) the Percentage Rent described above or (ii) the monthly Minimum Rent otherwise due at the time CAM: Tenant shall pay as Additional Rent, Tenant’s proportionate share of Landlord’s Operating costs in connecting with the operation and maintenance of the Common Areas (Section 4/Section 16.d). Tenant Repairs: Tenant shall keep and maintain the Premises, the exterior and interior portions of all doors, windows, plate glass and show cases in or surrounding the Premises. The tenant shall keep in good order and repair all heating and ventilating systems, plumbing and sewage facilities within the Premises, and all fixtures, interior walls, floors, and ceilings (Section 9.b) Landlord Repairs: Landlord shall keep in good order, condition and repair the exterior foundations, exterior walls, downspouts, gutters, and roof of the Premises, and the plumbing and sewage system outside of the Building (Section 9.a) Utilities: Tenant shall pay for all utilities required for the operation of or supplied to the Premises (Section 14). Taxes: Tenant shall pay as Additional Rent, Tenant’s proportionate share of all real estate taxes, ad valorem taxes and assessments, general and special assessments, taxes on real estate rental receipts, taxes on Landlord’s gross receipts, or any other tax imposed upon or levied against real estate or upon owners of real estate (Section 4/Section 15). Tenant’s Insurance: Tenant shall maintain comprehensive public liability insurance against assumed or contractual liability under the lease with combined limits for personal injury and death and property damage of not less than $3,000,000 for each occurrence (Section 10.b.i) Tenant’s Pro-Rate Share of Insurance Costs: Landlord’s Insurance: Landlord shall carry all risk property and casualty insurance for the full replacement value or such amount required by Landlord’s lender (Section 10.e). Alterations and Improvements: Tenant shall make no changes, alterations or additions to the Premises or the building of which the Premises are a part, without first submitting the plans and specifications to the Landlord and obtaining Landlord’s prior written consent (Section 9.1c) Damage and Destruction: If the Premises are damaged or destroyed by fire or other casualty, Landlord shall disburse and apply insurance proceeds to repair, reconstruct, and restore the Premises (Section 11). Western Hills Square | OFFERING MEMORANDUM Matthews Retail Advisors P. 14 PRICING AND FINANCIAL ANALYSIS P. 15 Matthews Retail Advisors PROPERTY DESCRIPTION DEMOGRAPHICS OFFERING MEMORANDUM | Western Hills Square Property Description ™ PRICING AND FINANCIAL ANALYSIS P. 17 Matthews Retail Advisors PROPERTY DESCRIPTION DEMOGRAPHICS OFFERING MEMORANDUM | Western Hills Square PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS Physical Description THE OFFERING Property Name.................................................................... Western Hills Square Property Address.....................................................................2314 Ferguson Rd Cincinnati, OH 45238 Assessor’s Parcel Number................................................. 248-0002-0034-00 Zoning.................................................................................................................CG-A SITE DESCRIPTION Number of Stories���������������������������������������������������������������������������������������������One Year Built..............................................................................................................1998 Gross Leasable Area (GLA)���������������������������������������������������������������� 33,579 SF Lot Size.................................................................................................... 3.01 Acres Type of Ownership................................................................................Fee Simple Parking (shared).....................................................................169 Surface Spaces Parking Ratio...................................................................................5.03 : 1,000 SF Landscaping.........................................................................................Professional Topography.................................................................................... Generally Level CONSTRUCTION Foundation........................................................................................Concrete Slab Framing..............................................................................................................Wood Exterior............................................................................................. Painted Stucco Parking Surface.............................................................................................Asphalt Roof.........................................................................................................................Flat Western Hills Square | OFFERING MEMORANDUM Matthews Retail Advisors P. 18 PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS Tenant Map P. 19 Matthews Retail Advisors OFFERING MEMORANDUM | Western Hills Square PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS Regional Map Local Map Western Hills Square | OFFERING MEMORANDUM Matthews Retail Advisors P. 20 PRICING AND FINANCIAL ANALYSIS P. 21 Matthews Retail Advisors PROPERTY DESCRIPTION DEMOGRAPHICS OFFERING MEMORANDUM | Western Hills Square PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS Birds Eye West Park Retirement Ferg uson Western Hills Square | OFFERING MEMORANDUM Road Matthews Retail Advisors P. 22 P. 23 Matthews Retail Advisors OFFERING MEMORANDUM | Western Hills Square Demographics ™ PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS City Overview | Cincinnati, OH Cincinnati, located in southwestern Ohio on the Ohio River, is the third-largest city in the state. Founded in 1788 and incorporated as a city in 1819, it was named after the Society of the Cincinnati, which honored George Washington, whom they likened to the Roman General Cincinnatus. The city saw dramatic growth in the mid 1830s with the development of steamships and the completion of the Ohio and Erie Canal. It soon became a major shipping center, primarily for the pork industry. Cincinnati’s location on the Ohio River has contributed not only to its prosperity but also its scenic charm. Winston Churchill once called Cincinnati “the most beautiful of America’s inland cities”. Today, Cincinnati has a population of around 340,000 and is home to major corporations that include Procter & Gamble, Kroger, CInergy Corporation, and Federated Department Stores, the parent company of Macy’s and Bloomingdale’s. Cincinnati ranked #37 on Ladies Home Journal’s 2002 list of the Best Cities For Women (all but one of the cities ranking higher had larger populations). With a metro area that includes parts of Ohio, Indiana and Kentucky, Cincinnati has a unique personality that crosses midwestern industrial city with a southern country feel. P. 25 Matthews Retail Advisors The population of the metropolitan is the 28th largest Metropolitan Statistical Area (MSA) in the United States and the largest centered in Ohio. Residents of Cincinnati are called Cincinnatians. Cincinnati is home to two major sports teams, the Cincinnati Reds, one of the oldest franchises in Major League Baseball, and the Cincinnati Bengals of the National Football League. The University of Cincinnati, founded in 1819, is one of the 50 largest in the United States. In the late 1800s, Cincinnati was commonly referred to as "Paris of America," mainly due to significant architectural projects, like Music Hall, the Cincinnatian Hotel, and the Shillito Department Store. And any day is a good day for Cincinnati’s famous Skyline Chili, served over spaghetti. Sports are big in Cincinnati. Major league baseball’s oldest team, the Cincinnati Reds, play at the 42,000-seat Great American Ballpark downtown on the banks of the Ohio River. The NFL’s Cincinnati Bengals play next door at 65,600-seat Paul Brown Stadium. Also in the area is US Bank Arena, which hosts the International Hockey League’s Cincinnati Cyclones. OFFERING MEMORANDUM | Western Hills Square PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS Demographics Report Population 2020 Projection 2015 Estimate 2010 Census 2000 Census Growth 2015-2020 Growth 2010-2015 Growth 2000-2010 1-Mile 17,544 17,322 17,131 16,873 1.28% 1.11% 1.53% 3-Mile 123,320 123,086 123,319 133,927 0.19% -0.19% -7.92% 5-Mile 241,622 239,904 238,978 256,239 0.72% 0.39% -6.74% Households 2020 Projection 2015 Estimate 2010 Census 2000 Census Growth 2015-2020 Growth 2010-2015 Growth 2000-2010 7,766 7,688 7,639 7,985 1.02% 0.64% -4.33% 50,624 50,342 50,139 55,106 0.56% 0.40% -9.01% 100,040 99,025 98,116 105,418 1.03% 0.93% -6.93% 19.59% 15.48% 17.08% 16.10% 16.62% 7.11% 4.28% 1.93% 1.24% 0.30% 0.21% 0.04% $44,442 $33,739 21.52% 14.25% 12.92% 13.90% 16.80% 9.24% 5.58% 2.54% 2.12% 0.53% 0.49% 0.12% $49,581 $36,419 22.90% 14.07% 11.63% 12.58% 15.29% 9.12% 5.87% 3.09% 3.01% 0.99% 1.14% 0.31% $54,495 $36,676 Income $0 - $15,000 $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+ 2015 Est. Average Household Income 2015 Est. Median Household Income Western Hills Square | OFFERING MEMORANDUM Matthews Retail Advisors P. 26 PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS Companies with Significant Operations or Headquartered in Cincinnati • Mitsubishi Automotive Electric America. • Toyota Motor Engineering & Manufacturing North America - an automobile manufacturing and research and development company owned by Toyota Motor Company. Formed from the 2006 merger of Toyota Motor Manufacturing North America and Toyota Technical Center USA (of Ann Arbor, MI). • Toyota Boshoku America, manufactures seats, power train parts and other components for automakers Toyota Motor Corp., General Motors and others. • Fifth Third Bank, (Nasdaq: FITB), one of the 20 largest banks in the United States. Employs 7,645. $13.5 BN local deposits. • First Financial Bank, (Nasdaq: FFBC), is a regional bank headquartered in Cincinnati, and has client servicing operations in the Tri-County, northern Cincinnati metropolitan area. Founded in 1863, First Financial has the eighth oldest national bank charter and has locations in Southwest Ohio, Northern Kentucky, and throughout Indiana. • Ashland, Inc., (NYSE: ASH), Fortune 500 #248 - A transportation construction, chemical, and petroleum company (in Covington, Kentucky). Recently acquired Hercules, Inc. (Nasdaq: HPC) in a $2.4 BN deal. • Champlin Architecture, architectural firm specializing in healthcare, corporate, higher education, religious and civic projects • Cintas (Nasdaq: CTAS), uniform supplier • Convergys (NYSE: CVG), customer care, human resources and billing service provider • The Creative Department, digital and advertising agency in the Over-theRhine neighborhood of Cincinnati • Empower MediaMarketing, advertising agency that communicates to and with consumers through an integrated combination of media • Omnicare (NYSE: OCR), provider of pharmaceuticals, related consulting and data management services • Rumpke, one of the largest privately owned residential and commercial waste and recycling firms in the U.S. • General Cable (NYSE: BGC), manufacturer of copper, aluminum and fiber optic wire and cable products • Givaudan, US HQ and production site for this flavor and sensory company • Grippo’s, snack food company • Sunny Delight Beverages, marketer of Sunny Delight. Owned by J.W. Childs private equity investment company. • Wild Flavors, maker of flavors, colors and ingredients for the food and beverage industry • Archdiocese of Cincinnati, Roman Catholic diocese includes parishes, schools, charitable organizations. Employs 6,152. P. 27 Matthews Retail Advisors • Cincinnati Children’s, provider of pediatric health care, research and education, employing 9,464 staff • Cincinnati Public Schools school system. Employs 5,055. • City of Cincinnati, city administration. Employs 5,441. • Great Lakes and Ohio River Division, U.S. Army Corps of Engineers, operates as a regional business center with seven districts that covers 335,000 sq. mi. in 17 states, utilizing about 5,000 team members. • Hamilton County, county administration. Employs 6,304. • Mercy Health Partners not-for-profit, integrated network of medical services and facilities. • Miami University, public university of 16,000 students. Employs 4,399. • University of Cincinnati, public research university of over 41,000 students. • CareStar, home health care company specializing in case management for consumers and providers of home and community-based services. • Chemed, (NYSE: CHE), parent of Roto-Rooter, the largest plumbing and drain-cleaning company in North America. • Ethicon Endo-Surgery, Surgical instruments for minimally invasive surgery and surgical procedures. A subsidiary of Johnson & Johnson (in Blue Ash, Ohio). • LCA-Vision, (Nasdaq: LCAV), laser vision correction services under the LasikPlus brand • Medpace, a Contract Research Organization (CRO), bioanalytical laboratory, central laboratory, and clinical pharmacology unit. • Prasco Laboratories, pharmaceutical company specializing in manufacturing authorized generic products under private labels. • Kao Brands, US subsidiary headquarters of Kao Corporation which manufacturers products under the name Jergens. • Luxottica Retail, a division of Luxottica SpA of Milan, Italy (in Mason, Ohio); manages the Lenscrafters, Pearle Vision, Sunglass Hut, and Watch Station brands. • Perfetti Van Melle, a leading marketer and manufacturer of candy with the brands AirHeads and Mentos. U.S. headquarters located in Erlanger, Kentucky. • Procter & Gamble, (NYSE: PG), the world’s largest consumer products company (#8 Globally by Market Value, Fortune 500 #23). • Totes, Marketer of umbrellas, gloves, raincoats, rubber overshoes, and other weatherrelated accessories. • United States Playing Card Company, world’s largest and most renowned playing card company. • AK Steel, (NYSE: AKS), Fortune 500 #378 - Steel producer (in West Chester, Ohio). OFFERING MEMORANDUM | Western Hills Square PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION • CFM International, manufacturer of jet engines. Joint venture between Snecma (SAFRAN Group) and the General Electric Company. • Formica Corporation, surface material manufacturer, subsidiary of New Zealand based Fletcher Building • Fujitec America, Elevator manufacturing (in Mason, Ohio). • GE Aviation, aircraft engine manufacturer. A subsidiary of the General Electric conglomerate. • GE Honda Aero Engines, engine designer and manufacturer for business aviation. • Makino, producer of machine tools and precision metal-cutting production machinery. • Milacron, (NYSE: MZ), a plastics machinery producer, formerly Cincinnati Milling Machine Company. • Omya, North America headquarters of the Switzerland-based international white minerals company supplying calcium carbonate and talc. • Total Quality Logistics, a 3rd party logistics provider (in Milford, Ohio) • Taft Stettinius & Hollister LLP, large corporate law firm with office in Ohio, Kentucky, and Arizona. Founded in 1885 by the sons of President William Howard Taft. • Frost Brown Todd LLC, midwestern firm with offices in Ohio, Kentucky, Tennessee, Indiana, and West Virginia. • E.W. Scripps Company, (NYSE: SSP), a media company that owns many newspapers, cable channels and news stations; also hosts the National Spelling Bee. • F+W Media, publishing company. The company publishes magazines and books and operates trade shows in several special-interest categories. • Townsquare Media, Privately held radio broadcaster which owns approximately 70 stations in small and medium markets in the United States. • Cornerstone Brands, owner of catalog brands including Frontgate and Smith&Noble (in West Chester, Ohio). Subsidiary of HSN Inc. • Kroger, (NYSE: KR), the largest company of supermarket chains in the US (Fortune 500 #26) • Macy’s, Inc., (NYSE: M), parent company of Macy’s and Bloomingdale’s (formerly known as Federated Department Stores). Employs 4,700. • United Dairy Farmers, regionally based convenience store and ice cream maker. • Cincinnati Bell, (NYSE: CBB), provides voice & data telecommunications products and services • Cincom, privately held, multinational, computer technology corporation founded in 1968. Manufactures enterprise software, and provides information technology (IT) hosting services. • WhatIfSports.com, company that specializes in online sports simulations games. • First Group America, school bus operator and Greyhound. Western Hills Square | OFFERING MEMORANDUM DEMOGRAPHICS • Total Quality Logistics, North America’s 2nd largest freight brokerage firm. • Columbia Sussex, hotel and casino operator (in Crestview Hills, Kentucky) • Frisch’s Restaurants, Inc., (Nasdaq: FRS), owner of Frish’s Big Boy chain and Midwest operator of select Golden Corral restaurants. Employs 4,500. • Gold Star Chili, Cincinnati style chili chain • Graeters, ice cream, bakery, and candy shops. Regarding Graeters, the New York Times has said, “...the ice cream most connoisseurs feel to be the best in the world” • LaRosa’s Pizza, regional pizza chain • Penn Station East Coast Subs, regional sandwich chain • Skyline Chili, Cincinnati style chili chain • Winegardner and Hammons, (NYSE: WHI), full service hotel management and development company established in 1961. It is one of the original franchisers of Holiday Inn. Matthews Retail Advisors P. 28 WESTERN HILLS SQUARE 2314 Ferguson Road Cincinnati, OH 45238 OFFERING MEMORANDUM ™ R E T A I L Kyle B. Matthews, CCIM Chairman & CEO DIRECT +1.310.919.5757 MOBILE +1.310.622.3161 kyle.matthews@matthews.com License No. 01469842 A D V I S O R S Patrick Toomey Managing Partner DIRECT +1.310.919.5765 MOBILE +1.310.403.4984 patrick.toomey@matthews.com License No. 00881133 Shenan P. Murphy, CCIM Broker of Record License No. 42901 Matthews Retail Advisors | 841 Apollo Street, Suite 150 | El Segundo, CA 90245 | www.Matthews.com