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James L. Weinberg, Esq. Hirschler Fleischer, A Professional Corporation 701 E. Byrd Street Richmond, Virginia 23219 (804) 771-9500 (804) 644-0957 (Telecopy) | Stanley J. Olander, Jr., Chief Executive Officer NNN Apartment REIT, Inc. 1606 Santa Rosa Road, Suite 109 Richmond, Virginia 23229 (804) 225-7790 (804) 225-7833 (Telecopy) |
Proposed Maximum | Proposed Maximum | |||||||||||
Title of Securities Being | Amount to be | Offering | Aggregate Offering | Amount of | ||||||||
Registered | Registered(1) | Price per Share | Price(2) | Registration Fee(3) | ||||||||
Common Stock, $.01 par value per share | 100,000,000 shares | $10.00 | $1,000,000,000 | $107,000.00 | ||||||||
Common Stock, $.01 par value per share | 5,000,000 shares | $9.50 | $47,500,000 | $5,082.50 | ||||||||
(1) | Includes 100,000,000 shares offered to the public and 5,000,000 shares offered to stockholders pursuant to our distribution reinvestment plan, all of which are being offered pursuant to the prospectus contained in this registration statement. |
(2) | Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(o) of the Securities Act of 1933. |
(3) | Includes $112,082.50 previously paid in connection with the registrant’s initial filing on January 10, 2006. |
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The information in this prospectus is not complete and may be changed or supplemented. We cannot sell any of the securities described in this prospectus until the registration statement that we have filed to cover the securities has become effective under the rules of the Securities and Exchange Commission. This prospectus is not an offer to sell the securities, nor is it a solicitation of an offer to buy the securities, in any state where an offer or sale of the securities is not permitted. |
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Maximum Offering of 105,000,000 Shares of Common Stock | |
Minimum Offering of 200,000 Shares of Common Stock |
• | We are a blind pool investment opportunity. As of the date of this prospectus, we do not own any properties and our advisor has not identified any properties for us to acquire. If we are unable to acquire suitable properties, or suffer a delay in making any acquisitions, we may not have any cash flow available for distribution to you as a stockholder. | |
• | We have not committed any of the net proceeds of the offering to any specific investment. Investors will not be able to evaluate the economic merits of any investments we make with our net proceeds. We may be unable to invest the net proceeds on acceptable terms to investors, or at all. | |
• | Many of our officers and non-independent directors have substantial conflicts of interest because they also serve as officers, managers and directors of our advisor, our dealer manager and their affiliates, that may compete with our company for the time and attention of these executives. | |
• | We will rely totally on our advisor, an affiliate of some of our officers and directors, to manage our business and assets, and the agreements between our advisor and us and between our advisor’s affiliates and us were not negotiated at arm’s-length and require us to pay substantial compensation to our advisor and its affiliates. | |
• | If we raise substantially less than the maximum offering, we may not be diversified and your investment will be subject to fluctuations on specific properties. | |
• | We may incur debt up to 300% of our net assets, or more if such excess is approved by a majority of our independent directors and is disclosed in our next quarterly report along with justification for such excess, which could lead to an inability to pay distributions to our stockholders. | |
• | Distributions payable to our stockholders may include a return of capital. | |
• | If we do not qualify as a REIT for federal income tax purposes, we will be taxed as a corporation. | |
• | We may be required to borrow money, sell assets or issue new securities for cash to pay our distributions. | |
• | There will be no public market for our common stock. Thus, you may not be able to resell your shares at the offering price, or at all, and there are significant restrictions on the ownership, transfer and redemption of your shares. |
This Offering | Per Share | Total Minimum | Total Maximum | |||||||||
Public Price | $ | 10.00 | $ | 2,000,000 | $ | 1,000,000,000 | ||||||
Selling Commissions | $ | 0.70 | $ | 140,000 | $ | 70,000,000 | ||||||
Marketing Allowance ($0.25) and Accountable Due Diligence Expense Reimbursement ($0.05) | $ | 0.30 | $ | 60,000 | $ | 30,000,000 | ||||||
Proceeds to NNN Apartment REIT, Inc. | $ | 9.00 | $ | 1,800,000 | $ | 900,000,000 | ||||||
• | We will sell shares until the earlier of , 2008, or the date on which the maximum offering has been sold. | |
• | Your investment will be placed in an interest-bearing escrow account with Trust Company of America as escrow agent, with interest accruing to the benefit of investors. No funds will be disbursed in accordance with this prospectus until we have received and accepted subscriptions for at least 200,000 shares. | |
• | If we do not sell 200,000 shares before , 2007, this offering will be terminated and our escrow agent will send a refund of your investment with interest and without deduction for escrow expenses within three business days of the termination of this offering. |
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F-1 | ||||||||
EXHIBIT 23.3 |
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• | that you or, in the case of a fiduciary, that the fiduciary account or the donor who directly or indirectly supplies the funds to purchase our common stock have a minimum annual gross income of $45,000 and a net worth of not less than $45,000; or | |
• | that you or, in the case of a fiduciary, that the fiduciary account or the donor who directly or indirectly supplies the funds to purchase our common stock have a net worth of not less than $150,000. |
Arizona, California, Iowa, Kansas, Massachusetts, Michigan, North Carolina and Tennessee: Investors must have either (1) a net worth of at least $225,000 or (2) gross annual income of $60,000 and a net worth of at least $60,000. | |
Ohio. Investors must have either (1) a net worth of at least $225,000 or (2) gross annual income of $70,000 and a net worth of at least $70,000. In addition, an investor’s investment in our common stock and the securities of our affiliates may not exceed 10% of that investor’s liquid net worth. | |
Arizona, Kentucky, Massachusetts, Missouri and Nebraska: In addition to meeting the suitability requirements described above, an investor’s investment in our common stock cannot exceed 10% of that investor’s net worth. | |
Kansas: In addition to meeting the suitability requirements described above, an investor’s aggregate investment in our common stock and similar investments may not exceed 10% of that investor’s liquid net worth, which is defined as the excess of (i) the sum of unencumbered (1) cash and cash equivalents, and (2) readily marketable securities, over (ii) total liabilities, each as determined in accordance with generally accepted accounting principles. | |
Maine: Investors must have either (1) a minimum net worth of at least $50,000 and gross annual income of at least $50,000 or (2) a minimum net worth of at least $200,000. | |
New Hampshire: Investors must have either (1) a net worth of at least $250,000 or (2) a net worth of at least $125,000 and an annual gross income of at least $50,000. |
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• | you are accepted by us as a stockholder; or | |
• | one year from the time the offering period began, whichever comes first. |
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Q: | What is a REIT? | |
A: | REIT stands for “real estate investment trust.” In general, a REIT is a company that: | |
• pools the capital of many investors to acquire or provide financing for real estate properties; | ||
• allows individual investors to invest in a diversified real estate portfolio managed by a professional management team; | ||
• is required to pay distributions to investors of at least 90% of its taxable income (excluding net capital gains) each year; and | ||
• avoids the federal “double taxation” treatment of income that results from investments in a corporation because a REIT is not generally subject to federal corporate income taxes on its net income, if it complies with certain income tax requirements. | ||
Q: | What is NNN Apartment REIT, Inc.? | |
A: | NNN Apartment REIT, Inc. is a Maryland corporation formed in December 2005, which intends to elect to be taxed as a REIT for federal income tax purposes. Our company’s primary business strategy is to (1) purchase and hold a diverse portfolio of apartment communities with strong and stable cash flow and growth potential in select U.S. metropolitan areas, including, but not limited to, in Florida, Texas, Nevada and other metropolitan areas in the mid-Atlantic, southeast and southwest regions of the United States, and (2) preserve our stockholders’ capital. | |
Q: | Are there any risks involved in an investment in your shares? | |
A: | An investment in our shares involves a high degree of risk. You should carefully consider the information set forth in the “Risk Factors” section, beginning on page 16, for a discussion of the material risk factors relevant to an investment in our common stock. Some of the more significant risks of an investment in our shares include the following: | |
• We are a blind pool investment opportunity. As of the date of this prospectus, we do not own any properties and our advisor has not identified any properties for us to acquire. If we are unable to acquire suitable properties, or suffer a delay in making any acquisitions, we may not have any cash flow available for distribution to you as a stockholder. | ||
• We have not committed any of the net proceeds of the offering to any specific investment. Investors will not be able to evaluate the economic merits of any investments we make with our net proceeds. We may be unable to invest the net proceeds on acceptable terms to investors, or at all. | ||
• Many of our officers and non-independent directors have substantial conflicts of interest because they also serve as officers, managers and directors of our advisor, our dealer manager and their affiliates, that may compete with our company for the time and attention of these executives. | ||
• We will rely totally on our advisor, an affiliate of some of our officers and directors, to manage our business and assets, and the agreements between us and our advisor and between us and our advisor’s affiliates were not negotiated at arm’s-length and require us to pay substantial compensation to our advisor and its affiliates. | ||
• If we raise substantially less than the maximum offering, we may not be diversified and your investment will be subject to fluctuations on specific properties. The resulting lack of property and geographic diversification would materially increase the risk involved in purchasing our shares. | ||
• We may incur debt up to 300% of our net assets, or more if such excess is approved by a majority of our independent directors and is disclosed in our next quarterly report along with justification for such excess, which could lead to an inability to pay distributions to our stockholders. | ||
• Distributions payable to our stockholders may include a return of capital. |
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• If we do not qualify as a REIT for federal income tax purposes, we will be taxed as a corporation. | ||
• We may be required to borrow money, sell assets or issue new securities for cash to pay our distributions. | ||
• There will be no public market for our common stock. Thus, you may not be able to resell your shares at the offering price, or at all, and there are significant restrictions on the ownership, transfer and redemption of your shares. | ||
Q: | Who will choose and manage your real estate investments? | |
A: | NNN Apartment REIT Advisor, LLC, or our advisor, will make recommendations on all property acquisitions to our board of directors. Our board of directors, including a majority of our independent directors, must approve all of our property acquisitions. Our advisor or its affiliates will receive, among other fees, an asset management fee for supervising the third party management and operation of properties that we acquire and a real estate commission for the due diligence, selection and acquisition of properties that we acquire. | |
Our advisor is a subsidiary of Triple Net Properties, LLC, or Triple Net Properties, and is also partially owned by certain members of the management of Triple Net Properties, through NNN Apartment Management, LLC, and ROC REIT Advisors, LLC. Triple Net Properties is the manager of our advisor and, therefore, will be able to exert control over its operations and, consequently, our operations. | ||
Q: | Who is Triple Net Properties? | |
A: | Triple Net Properties, a Virginia limited liability company formed in 1998, currently manages a growing portfolio of over 29.9 million square feet of commercial properties, including 3.5 million square feet of apartment community properties. Since its formation, Triple Net Properties has acquired over 185 properties for its investors with a market value of over $3.7 billion and has disposed of 57 properties, which were sold for approximately $956 million. At December 31, 2005, Triple Net Properties and its affiliates managed properties in 23 states, have acquired over nine apartment communities representing over 2,400 apartment units for investors, and have over 340 employees in Triple Net Properties’ corporate headquarters located in Santa Ana, California, and numerous satellite offices. Triple Net Properties owns a 50% managing member interest in our advisor. | |
Anthony W. “Tony” Thompson, the chairman of the board and chief executive officer of Triple Net Properties, has over 30 years experience in the acquisition, financing and management of commercial real estate, including two other public REITs and several apartment communities. | ||
Louis J. Rogers, our president and chairman of the board and the president of both our advisor and Triple Net Properties, has over 20 years of experience as an attorney in the formation and operation of REITs, acquisitions and dispositions of real estate, and associated business and tax planning. | ||
Q. | Who is ROC REIT Advisors? | |
A. | ROC REIT Advisors, LLC, or ROC REIT Advisors, is a real estate acquisition advisor formed in 2005 by three former executives of Cornerstone Realty Income Trust, Inc., a New York Stock Exchange traded REIT owning apartments throughout the southern and western United States. Cornerstone Realty Income was sold to another public company in April 2005. Stanley J. Olander, Jr., Gus G. Remppies and David L. Carneal are the members of ROC REIT Advisors and were the president, chief investment officer and chief operating officer, respectively, of Cornerstone Realty Income Trust. They have extensive experience in the acquisition, financing and operations of apartment communities. At the time of its sale, Cornerstone Realty Income Trust owned approximately 23,000 apartment units and had a total market capitalization of approximately $1.5 billion. ROC REIT Advisors owns a 25% non-managing member interest in our advisor. | |
Q: | Who is NNN Apartment Management, LLC? | |
A: | NNN Apartment Management, LLC, or NNN Apartment Management, is a Virginia limited liability company formed in December 2005 and owns a 25% non-managing member interest in our advisor. NNN Apartment Management is comprised of certain executive officers of Triple Net Properties, who |
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are also executive officers of ours and our advisor, including Louis J. Rogers, our president and chairman of the board, Scott D. Peters, our executive vice president, and Andrea R. Biller, our secretary. Mr. Peters is also the executive vice president and chief financial officer of each of our advisor and Triple Net Properties; chief executive officer of G REIT, Inc. and executive vice president and chief financial officer of T REIT, Inc., two public non-traded REITs; and, since July 1996, has served as senior vice president, chief financial officer and a director of Golf Trust America, Inc., a publicly traded REIT. Ms. Biller is also general counsel of each of our advisor and Triple Net Properties; executive vice president and secretary of G REIT; and has practiced securities law for fifteen years, including five years with the Securities and Exchange Commission in Washington, D.C. | ||
Q: | What conflicts of interest will your advisor face? | |
A: | Our officers and directors and the owners, officers and directors of our advisor are also involved in the advising and ownership of other REITs and various public and private real estate entities, which may give rise to conflicts of interest. In particular, certain of the owners and officers of our advisor are involved in the management and advising of four public companies, G REIT, Inc., T REIT, Inc., NNN 2002 Value Fund, LLC and NNN 2003 Value Fund, LLC, that may compete with our company for the time and attention of these executives, as well as other private entities that may compete with our company or otherwise have similar business interests. Some of our officers and directors are also officers and directors of our advisor and affiliates of our advisor, including: Triple Net Properties, the parent and manager of our advisor; NNN Capital Corp., our dealer manager; and Triple Net Properties Realty, Inc., or Realty, which will provide real estate brokerage and other services for our properties. Certain of our officers are also affiliates of ROC Realty Advisors, LLC which is an affiliate of ROC REIT Advisors and, through a joint venture with Triple Net Properties, NNN/ ROC Apartment Holdings, LLC, owns several entities that have acquired and operate apartment properties sponsored by Triple Net Properties under its tenant-in-common, or TIC, syndication program. NNN/ ROC Apartment Holdings, LLC generally acquires apartment properties that do not meet our investment objectives, because they are older, have higher vacancy rates and/or need significant repairs and capital improvements. However, if there are potential Class A income-producing apartment property acquisitions that would meet our investment objectives, our advisor must give us the first opportunity to purchase such property. If our board of directors does not decide to make such acquisition within seven days of such offer, then our advisor is free to purchase such property or offer such property to another affiliate. See “Conflicts of Interest” in the prospectus summary. | |
These conflicts of interest could limit the time and services that our officers and directors and our advisor and its officers and directors devote to our company, because of the similar services they will be providing to other real estate entities. Conflicts of interest related to investment opportunities presented to both our advisor and other real estate entities that are advised or sponsored by Triple Net Properties could impair our ability to compete for acquisitions and tenants with these entities. | ||
Q: | How many real estate properties do you currently own? | |
A: | We currently do not own any properties. We expect to use substantially all of the net proceeds from this offering to acquire a diversified portfolio of apartment communities in select U.S. metropolitan markets, including, but not limited to, in Florida, Texas, Nevada and other metropolitan areas in the mid-Atlantic, southeast and southwest regions of the United States. Because we have not yet identified any specific properties to purchase, we are considered to be a blind pool investment. | |
Q: | How will NNN Apartment REIT own its real estate properties? | |
A: | We expect to own all of our real estate properties through our operating partnership, NNN Apartment REIT Holdings, L.P., or subsidiaries of our operating partnership. We organized our operating partnership to own, operate and manage real estate properties on our behalf. NNN Apartment REIT, Inc. is the sole general partner of our operating partnership. Our advisor will be the initial limited partner of our operating partnership. |
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Q: | What is an UPREIT? | |
A: | UPREIT stands for “Umbrella Partnership Real Estate Investment Trust.” An UPREIT is a REIT that holds all or substantially all of its properties through a partnership in which the REIT holds a general partner and/or limited partner interest, approximately equal to the value of capital raised by the REIT through sales of its capital stock. Using an UPREIT structure may give us an advantage in acquiring properties from persons who may not otherwise sell their properties because of unfavorable tax results. Generally, a sale of property directly to a REIT is a taxable transaction to the selling property owner. In an UPREIT structure, a seller of a property who desires to defer taxable gain on the sale of his property may transfer the property to the UPREIT in exchange for limited partnership units in the partnership and defer taxation of gain until the seller later exchanges his limited partnership units on a one-for-one basis for REIT shares or for cash pursuant to the terms of the limited partnership agreement. | |
The benefits of our UPREIT structure include the following: | ||
• We believe our structure will provide us with access to capital for refinancing and growth. Because an UPREIT structure includes a partnership as well as a corporation, we can access the markets through our operating partnership issuing equity or debt as well as our company issuing capital stock or debt securities. Sources of capital include the common stock sold in this offering and possible future issuances of debt or equity through public offerings or private placements. | ||
• Our structure will allow stockholders through their ownership of common stock, and the limited partners through their ownership of limited partnership units, an opportunity to participate in the growth of the real estate market through a diversified and ongoing business enterprise. | ||
• The UPREIT structure will provide property owners who transfer their real properties to our operating partnership in exchange for limited partnership units the opportunity to defer the tax consequences that otherwise would arise from a sale of their real properties and other assets to us or to a third party. This will allow us to acquire assets without using as much of our cash and may allow us to acquire assets that the owner would otherwise be unwilling to sell because of tax considerations. | ||
Q: | What is the experience of your key executives? | |
A: | Stanley J. (“Jay”) Olander, Jr., our chief executive officer and a director of our company as well as the chief executive officer of our advisor, has been an executive in the real estate industry for more than 25 years. Previously, he served as president and chief financial officer and a member of the board of directors of Cornerstone Realty Income Trust, Inc., a New York Stock Exchange-listed REIT that had a market capitalization of over $1.5 billion and owned over 23,000 apartment units when it merged with Colonial Properties Trust in April 2005. He served in those positions until the company merged with Colonial Properties Trust. Mr. Olander has been responsible for the acquisition and financing of approximately 40,000 apartment units. Mr. Olander will be considered a promoter of our company. | |
Louis J. Rogers, our president and chairman of the board and the president of our advisor, has also served since September 2004 as president of Triple Net Properties, the parent and manager of our advisor and an advisor to diversified real estate investment companies and funds. Mr. Rogers has been with the law firm of Hirschler Fleischer since 1988, became a shareholder in 1994, and, since January 2005, has served as senior counsel. Mr. Rogers’ law practice focused on the formation and operation of real estate investments and acquisitions and financings for real estate transactions. In connection with the offering, Mr. Rogers will not serve as an attorney on behalf of Hirschler Fleischer or render any legal advice but will serve solely in his capacities with our company and our advisor. Mr. Rogers will be considered a promoter of our company. | ||
Q: | If I buy shares of NNN Apartment REIT common stock, will I receive distributions and how often? | |
A: | To maintain our qualification as a REIT, we are required to make annual aggregate distributions to our stockholders of at least 90% of our taxable income (excluding net capital gains). We intend to make distributions to our stockholders on a monthly basis. We have not established an initial distribution level. |
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Q: | How will you calculate the payment of distributions to stockholders? | |
A: | We will calculate our monthly distributions on a daily basis to stockholders of record so your distribution benefits will begin to accrue immediately upon becoming a stockholder. | |
Q: | Can I reinvest my distributions in additional shares of common stock? | |
A: | Yes, you may elect to participate in our distribution reinvestment plan by checking the appropriate box on the Subscription Agreement, or by filling out an enrollment form we will provide you at your request. The purchase price for shares purchased under the distribution reinvestment plan will be $9.50 per share. | |
Q: | Will the distributions I receive be taxable as ordinary income? | |
A: | Generally, distributions that you receive, including distributions reinvested pursuant to our distribution reinvestment plan, or DRIP, should be taxed as ordinary income to the extent that they are from current or accumulated earnings and profits. We expect that some portion of your distributions may not be subject to tax in the year in which they are received because depreciation expense reduces the amount of taxable income but does not reduce cash available for distribution. The portion of your distribution which is not subject to tax immediately is considered a return of capital for tax purposes and will reduce the tax basis of your investment. This, in effect, defers a portion of your tax until your investment is sold or NNN Apartment REIT is liquidated, at which time you will be taxed at capital gains rates. However, because each investor’s tax considerations are different, we suggest that you consult with your tax advisor. | |
Q: | What will you do with the proceeds raised in this offering? | |
A: | We intend to use substantially all of the net proceeds from this offering to acquire a diversified portfolio of apartment communities in select U.S. metropolitan markets. We intend to invest a minimum of 88.5% of the gross offering proceeds to acquire such properties and pay related real estate commissions and acquisition expenses. The remainder of the gross offering proceeds will be used to pay fees and expenses of this offering. | |
Q: | How will the payment of fees and expenses affect my invested capital? | |
A: | The payment of fees and expenses will not reduce your invested capital. Your initial invested capital amount will remain $10 per share and your distributions will be based on your $10 per share investment. | |
Q: | What kind of offering is this? | |
A: | We are offering the public up to 100,000,000 shares of our common stock on a “best efforts” basis. | |
Q: | How does a “best efforts” offering work? | |
A: | When securities are offered to the public on a “best efforts” basis, the brokers participating in the offering are only required to use their best efforts to sell the securities and have no firm commitment or obligation to purchase any securities. Therefore, no specified dollar amount is guaranteed to be raised. | |
Q: | How long will this offering last? | |
A: | The offering will not last beyond , 2008, two years from the date of this prospectus. | |
Q: | Who can buy shares of your common stock? | |
A: | You can buy shares of our common stock pursuant to this prospectus provided that you have either (1) a net worth of at least $45,000 and an annual gross income of at least $45,000, or (2) a net worth of at least $150,000. For this purpose, net worth does not include your home, home furnishings or personal automobiles. Please note that these minimum levels may be higher in certain states, so you should read the more detailed description in the Investor Suitability Standards section of this prospectus. | |
Q: | Is there any minimum investment required? | |
A: | Yes. Generally, the minimum purchase is 100 shares of our common stock, or $1,000, except in Minnesota, which requires a minimum investment of 250 shares, or $2,500, and North Carolina, which requires a minimum investment of 500 shares, or $5,000. |
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Q: | How do I subscribe for shares of NNN Apartment REIT common stock? | |
A: | In order to purchase shares of our common stock in this offering, you must review this prospectus in its entirety and complete a Subscription Agreement for a specific number of shares. You will need to pay for the shares at the time you subscribe. | |
Q: | What happens if you do not sell at least 200,000 shares to the public? | |
A: | If we do not sell at least 200,000 shares to the public before , 2007, we will terminate this offering and stop selling shares. In such event, the escrow agent would return your funds, including interest, within three business days of the termination of this offering. | |
Q: | If I buy shares of common stock in this offering, how can I sell them? | |
A: | At the time you purchase the shares of common stock, they will not be listed for trading on any national securities exchange or national market system. In fact, there will not be any public market for the shares when you purchase them and we cannot be sure if one will ever develop. As a result, it may be difficult to find a buyer for your shares and realize a return on your investment. You may sell your shares to any buyer unless such sale would violate federal or state securities laws or cause any person or entity to directly or indirectly own more than 9.9% of our outstanding stock or more than 9.9% in value or in number of shares, whichever is more restrictive, of our outstanding common stock or otherwise violate certain restrictions set forth in our charter. | |
Q: | Does NNN Apartment REIT have a share repurchase plan? | |
A: | Our board of directors has approved a share repurchase plan that became effective on , 2006. With respect to the share repurchase plan, we have received exemptive relief from the Securities and Exchange Commission related to restrictions on an issuer bidding for its securities during a distribution. However, our board of directors may choose to amend its terms. Under the plan, after you have held your shares for at least one year, you may be able to have your shares repurchased by us. However, shares repurchased under the proposed plan will be purchased at our sole discretion and at prices lower than the $10.00 per share offering price: $9.00 during the offering period, between $9.25 and $9.75 for the three years following the offering period and $10.00 thereafter. The board of directors, in its sole discretion, may suspend or terminate the share repurchase plan at any time or refuse to authorize the repurchase of shares, and may also waive the one-year holding period in the event of the death or disability of a stockholder. | |
Q: | Does the company intend to list its common stock? If not, is there any other planned liquidity event? | |
A: | We will seek to list our shares of common stock on a national securities exchange or have them quoted on a national market system if and when our board of directors determines that such listing would be in the best interests of our stockholders. If we do not list our shares of common stock on a national securities exchange or include them on a national market system before 2013, our board of directors will either seek stockholder approval of (a) an extension of this listing deadline or (b) the liquidation of our company and distribution of the net proceeds to our stockholders. | |
Q: | Will I receive notification as to how my investment is doing? | |
A: | You will receive periodic reports on the performance of your investment with us, including: | |
• an annual report that updates and details your investment; | ||
• an annual report, including audited financial statements, as filed with the Securities and Exchange Commission; | ||
• an annual IRS Form 1099-DIV; and | ||
• supplements to the prospectus, as such may required by the federal securities laws. | ||
Q: | When will I get my tax information? | |
A: | We intend to mail your Form 1099-DIV tax information by January 31 of each year. |
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Q: | Who can I contact to answer my questions? | |
A: | If you have any questions regarding the offering or if you would like additional copies of this prospectus, you should contact your registered representative or: |
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• | stable cash flow available for distribution to our stockholders; | |
• | preservation of capital; and | |
• | growth of income and principal without taking undue risk. |
Following Demographic Trends and Population Shifts to Find Attractive Tenants in Quality Apartment Community Markets |
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Outsourcing of Property Management |
• | Focusing on Our Strengths: We believe that outsourcing property management will benefit our stockholders by allowing our advisor’s management to focus on purchasing quality, income-producing properties using their acquisition experience and extensive industry relationships, rather than using our resources to build an extensive property management infrastructure. | |
• | Focusing on Quality Properties: We believe outsourcing property management to a regionally focused and locally experienced firm may give us the flexibility to purchase fewer but higher quality apartment properties in an area or region by leveraging that property management firm’s greater economies of scales. | |
• | Focusing on Quality Tenant Attraction and Retention: By seeking to retain the best property managers in a region or market, we intend to maximize the quality of services offered to attract and retain tenants who are prepared to potentially pay a premium in rent for those services. | |
• | Focusing on Networking and Business Synergies to Enhance Property Acquisitions: We believe building relationships with locally attuned management firms may allow us to purchase “off market” properties at attractive terms and/or prices, aid in tenant retention or execute pre-purchase leasing agreements that will help us meet occupancy objectives in a new property. | |
• | Focusing on Building Property Value: We believe that selecting a “best of class” property manager can enhance a property’s resale value by offering a better maintained property with a more satisfied and stable tenant base to prospective purchasers. |
Leveraging the Experience of Our Management |
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• | As of the date of this prospectus, we do not own any properties and our advisor has not identified any properties for us to acquire. Therefore, we are a blind pool investment opportunity. We have not committed any of the net proceeds of the offering to any specific investment. Investors will not be able to evaluate the economic merits of any investments we make with our net proceeds. We may be unable to invest the net proceeds on acceptable terms to investors, or at all. If we are unable to acquire suitable properties, or suffer a delay in making any acquisitions, we may not have any cash flow available for distribution to you as a stockholder. | |
• | Many of our officers and non-independent directors have substantial conflicts of interest because they also serve as officers, managers and directors of our advisor, the dealer manager and their affiliates, that may compete with our company for the time and attention of these executives. | |
• | Any existing or future agreements between us and our advisor, the dealer manager and their affiliates, including agreements relating to their compensation such as the dealer manager agreement, the advisory agreement and any property management agreements, were not and will not be reached through arm’s-length negotiations. In addition, fees payable to the dealer manager and our advisor in our organizational stage are based upon the gross offering proceeds and not on our or our properties’ performance. Such agreements may require us to pay more than we would if we were using unaffiliated third parties and may not solely reflect your interests as a stockholder of our company. | |
• | We will rely on our advisor, an affiliate of some of our officers and directors, to manage our business and properties and the success of our business will depend on the ability of our advisor to manage our day-to-day operations. Any adversity experienced by our advisor or in our relationship with our advisor could disrupt the operation of our properties and materially decrease our earnings. | |
• | To the extent we sell substantially less than the maximum number of shares, we may not have sufficient funds after the payment of offering and related expenses to acquire a diverse portfolio of properties. The resulting lack of property and geographic diversification would materially increase the risk involved in purchasing our common stock. | |
• | Triple Net Properties, the parent and manager of our advisor, also serves as an advisor to two publicly registered REITs, G REIT, Inc. and T REIT, Inc., and as the manager of two other publicly registered entities, NNN 2002 Value Fund, LLC and NNN 2003 Value Fund, LLC, that acquire office buildings. Triple Net Properties also serves in similar capacities for a number of other private programs and properties. These relationships will result in further conflicts of interest between our company and some of our officers and directors, who work for our advisor and also work for Triple Net Properties. These and other conflicts may result in such officers and directors taking actions and making decisions that do not solely reflect your interests as a stockholder of our company. | |
• | We have the ability to incur debt up to 300% of our net assets, or more if such excess is approved by a majority of our independent directors and is disclosed in our next quarterly report along with justification for such excess, which could lead to an inability to pay distributions to our stockholders if our debt service payments exceed our operating cash flow. | |
• | Any distributions we pay to our stockholders may include a return of capital and not a return on your capital. |
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• | If we are unable to qualify as a REIT for federal income tax purposes, we will be subject to corporate level taxation and we would not be required to pay any distributions to our stockholders. | |
• | If we do not have sufficient cash flow to pay our distributions to stockholders, we may be required to borrow money, sell assets or issue new securities for cash to pay our distributions. | |
• | There is no public market for our common stock and it will not be listed on a national securities exchange or quoted on a national market system. It is not likely that there will be an active trading market for our common stock. You may not be able to easily resell your shares or to resell your shares at a price that is equal to or greater than the price you paid for them. There are significant restrictions on the ownership, transfer and redemption of your shares. | |
• | Because the dealer manager is an affiliate of our company and our advisor, you cannot consider the dealer manager’s due diligence investigation of our company to be an independent review of our company. That due diligence review may not be as meaningful as a review conducted by an unaffiliated broker dealer. | |
• | Our board of directors has the power to issue and set the terms of up to 50 million shares of preferred stock, including preferred stock having superior dividend rights to our common stockholders, without your approval, which may deter or prevent a sale of our company in which you could profit. |
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• | We intend to preserve capital through selective acquisitions and professional management, whereby we intend to increase rental rates, maintain high economic occupancy rates, reduce tenant turnover, make value- enhancing and income producing capital improvements where appropriate, and control operating costs and capital expenditures. | |
• | We intend to purchase apartment properties in growth markets, at attractive prices relative to replacement cost, and obtain immediate income from tenant rents with the potential for appreciation in value over time. |
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• | our cash available for distribution; | |
• | our overall financial condition; |
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• | our capital requirements; | |
• | the annual distribution requirements applicable to REITs under the federal income tax laws; and | |
• | such other considerations as our board of directors may deem relevant. |
• | the distribution reinvestment plan; and | |
• | the share repurchase plan. |
Amount if | Amount if | |||||||||
Description of Fee | Calculation of Fee | Minimum Sold | Maximum Sold | |||||||
• Selling Commissions | 7.0% of gross offering proceeds. | $ | 140,000 | $ | 70,000,000 | |||||
• Marketing Allowance and Accountable Due Diligence Expense Reimbursement | 3.0% of gross offering proceeds as follows: 2.5% for non-accountable marketing allowance and 0.5% for accountable bona fide due diligence expense reimbursement. | $ | 60,000 | $ | 30,000,000 | |||||
• Other Organizational and Offering Expenses | Our advisor may advance, and we will reimburse it for, organizational and offering expenses incurred on our behalf in connection with this offering. We estimate such expenses will be approximately 1.5% of the gross proceeds of this offering. The reimbursement of these expenses is not subject to the limitation on reimbursements for operating expenses to our advisor, which, for any four consecutive fiscal quarters then ended, cannot exceed the greater of 2% of our average invested assets or 25% of our net income for such year. However, our organizational and offering expenses (including selling commissions and marketing and due diligence expenses) are limited to 15% of the gross proceeds of this offering. | Actual amounts will be based on actual funds advanced. We estimate that a total of $30,000 will be reimbursed if the minimum offering is sold and $15,000,000 will be reimbursed if the maximum offering is sold. |
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Amount if | Amount if | |||||
Description of Fee | Calculation of Fee | Minimum Sold | Maximum Sold | |||
• Real estate commission and reimbursement of acquisition expenses | For its services in connection with the due diligence, selection and acquisition of a property, Realty, an affiliate of our advisor, may receive a real estate commission from our company equal to up to 3.0% of the purchase price of the property acquired or up to 4.0% of the total development cost of any development property acquired, as applicable. We will also reimburse our advisor for expenses related to selecting, evaluating and acquiring properties. Acquisition expenses will not exceed 0.5% of the purchase price. The reimbursement of acquisition expenses and real estate commissions, including real estate commissions paid to third parties, cannot exceed 6.0% of the purchase price for a property or the total development cost of a property, as applicable. | Actual amounts depend upon the purchase price of properties acquired or the total development cost of properties acquired for development and, therefore, cannot be determined at the present time. | ||||
• Asset management fee | Subject to our stockholders receiving annualized distributions in an amount equal to 5.0% per annum of our invested capital, we will pay our advisor an annual asset management fee for managing our day-to-day operations, which will be equal to 1.0% of our average invested assets. Average invested assets include any property-related debt; therefore, fully leveraging our portfolio could increase the asset management fee payable to our advisor. The asset management fee will be calculated and payable monthly in cash or shares, at the option of our advisor, not to exceed one-twelfth of 1.0% of our average invested assets as of the last day of the immediately preceding quarter. | Actual amounts depend upon distributions to our stockholders and assets invested by our company and, therefore, cannot be determined at the present time. | ||||
• Property management fee | Realty, an affiliate of our advisor, may serve as the property manager of certain of our properties and will receive up to 4.0% of the monthly gross income generated by those properties, some of which may be re-allowed to a third party property manager. | Actual amounts depend upon the gross income of the properties and, therefore, cannot be determined at the present time. |
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Amount if | Amount if | |||||
Description of Fee | Calculation of Fee | Minimum Sold | Maximum Sold | |||
• Disposition fee | To the extent it provides a substantial amount of services in connection with the sale of one or more of our properties, Realty, an affiliate of our advisor, will receive fees equal to the lesser of 1.75% of the sale price or 50.0% of the sales commission that would have been paid to a third party sales broker. | Actual amounts depend upon the sales price of properties and, therefore, cannot be determined at the present time. |
Amount if | Amount if | |||||
Description of Fee | Calculation of Fee | Minimum Sold | Maximum Sold | |||
• Incentive distribution upon sales | Equal to 15.0% of the net proceeds of the sale of the property after we have received, and paid to our stockholders, the sum of: • the amount of capital we invested in our operating partnership; and • any shortfall in our 8.0% annual cumulative, non-compounded return on the capital we invested in our operating partnership. Until such time as stockholders receive such 8.0% return, our advisor will not receive any incentive distributions. There is no assurance we will be able to pay an annual 8.0% return to our stockholders. Thus, the 8.0% return is disclosed solely as a measure for our advisor’s incentive compensation. | Actual amounts depend upon the sales price of properties and, therefore, cannot be determined at the present time. |
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Amount if | Amount if | |||||
Description of Fee | Calculation of Fee | Minimum Sold | Maximum Sold | |||
Incentive distribution upon listing | Upon termination of the advisory agreement due to listing of our shares on a national securities exchange or national market system, our advisor will be entitled to an incentive distribution equal to 15.0% of the amount, if any, by which (1) the market value of our outstanding stock plus distributions paid by us prior to listing, exceeds (2) the sum of the amount of capital we invested in our operating partnership plus an 8% per annum cumulative, non-compounded return on such invested capital. This distribution may be in the form of cash, units of limited partnership interest in our operating partnership or shares of our common stock. | Actual amounts depend upon the market value of our outstanding stock at the time of listing, among other factors, and, therefore, cannot be determined at the present time. | ||||
There is no assurance we will be able to pay an annual 8.0% return to our stockholders. Thus, the 8.0% return is disclosed solely as a measure for our advisor’s incentive compensation. Upon our advisor’s receipt of the incentive distribution upon listing, our advisor’s special limited partnership units will be redeemed and our advisor will not be entitled to receive any further incentive distributions upon sales of our properties. | ||||||
• Fees payable upon termination of Advisory Agreement | Upon termination of the advisory agreement due to an internalization of our advisor in connection with our conversion to a self-administered REIT, our advisor will be entitled to compensation to be determined by negotiation between our advisor and our independent directors. Upon our advisor’s receipt of such compensation, our advisor’s special limited partnership units will be redeemed and our advisor will not be entitled to receive any further incentive distributions upon sales of our properties. In connection with the termination of the advisory agreement other than due to a listing of our shares on a national securities exchange or national market system or due to the internalization of our advisor in connection with our conversion to a self-administered REIT, we may cause our operating partnership to redeem our advisor’s special limited partner units, for cash, units of limited partnership interests in our operating partnership or shares of our common stock, in an amount equal to what our advisor would have received pursuant to the incentive distribution upon sales if our operating partnership immediately sold all of its assets at fair market value. | Actual amount depends upon many factors to be negotiated between our advisor and our independent directors and, therefore, cannot be determined at the present time. |
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Name | Entity | Title | ||
Anthony W. Thompson | Triple Net Properties, LLC | Chief Executive Officer and Chairman of the Board of Managers | ||
Triple Net Properties Realty, Inc. | Chief Executive Officer and Chairman of the Board of Directors | |||
NNN Capital Corp. | Director | |||
Louis J. Rogers | NNN Apartment REIT, Inc. | President and Chairman of the Board | ||
NNN Apartment REIT Advisor, LLC | President | |||
Triple Net Properties, LLC | President and Member of Board of Managers | |||
Triple Net Properties Realty, Inc. | Director | |||
NNN Capital Corp. | Director | |||
Stanley J. Olander, Jr. | NNN Apartment REIT, Inc. | Chief Executive Officer and Director | ||
NNN Apartment REIT Advisor, LLC | Chief Executive Officer | |||
David L. Carneal | NNN Apartment REIT, Inc. | Executive Vice President and Chief Operating Officer | ||
NNN Apartment REIT Advisor, LLC | Executive Vice President and Chief Operating Officer | |||
Gus G. Remppies | NNN Apartment REIT, Inc. | Executive Vice President and Chief Investment Officer | ||
NNN Apartment REIT Advisor, LLC | Executive Vice President and Chief Investment Officer |
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Name | Entity | Title | ||
Scott D. Peters | NNN Apartment REIT, Inc. | Executive Vice President | ||
NNN Apartment REIT Advisor, LLC | Executive Vice President and Chief Financial Officer | |||
Triple Net Properties, LLC | Executive Vice President, Chief Financial Officer and Member of the Board of Managers | |||
Shannon K.S. Johnson | NNN Apartment REIT, Inc. | Chief Financial Officer | ||
Triple Net Properties, LLC | Financial Reporting Manager | |||
Andrea R. Biller | NNN Apartment REIT, Inc. | Secretary | ||
NNN Apartment REIT Advisor, LLC | General Counsel | |||
Triple Net Properties, LLC | General Counsel | |||
NNN Capital Corp. | Director |
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![(ORGANIZATIONAL CHART)](https://capedge.com/proxy/S-11A/0000892569-06-000864/a20752a7a2075201.gif)
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![(ORGANIZATIONAL CHART)](https://capedge.com/proxy/S-11A/0000892569-06-000864/a20752a7a2075202.gif)
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We currently do not own any properties and must acquire properties before we can generate cash flow to pay distributions to you as a stockholder. |
• | the risk that properties may not perform in accordance with expectations, including projected occupancy and rental rates; | |
• | the risk that we may overpay for properties; and | |
• | the risk that we may have underestimated the cost of improvements required to bring an acquired property up to standards established for its intended use or its intended market position. |
We will face competition from other apartment communities, which may limit our profitability and returns to our stockholders. |
There may be delays in our investments in real property, and this delay may decrease the return to stockholders. |
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Our company and our advisor are newly formed and have not yet commenced business operations, which makes our future performance and the performance of your investment difficult to predict. |
We are not diversified and are dependent on our investment in a single asset class, making our performance and your investment more vulnerable to economic downturns in the apartment industry than if we had diversified investments. |
The absence of a public market for our common stock will make it difficult for you to sell your shares. |
The per-share offering price of our common stock has been established arbitrarily by us and may not reflect the true value of our common stock; therefore investors may be paying more for a share than such share is actually worth. |
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• | any person directly or indirectly owning, controlling or holding, with the power to vote, 10% or more of the outstanding voting securities of such other person; | |
• | any person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other person; | |
• | any person directly or indirectly controlling, controlled by or under common control with such other person; | |
• | any executive officer, director, manager, trustee or general partner of such other person; and | |
• | any legal entity for which such person acts as an executive officer, director, manager, trustee or general partner. |
The conflicts of interest described below may mean our company will not be managed solely in your best interests as a stockholder, which may adversely affect our results of operation and the value of your investment. |
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• | limit the time and services that some of our officers devote to our company and the affairs of our advisor, because they will be providing similar services to Triple Net Properties, G REIT, T REIT, 2002 Value Fund and 2003 Value Fund and other real estate entities, and | |
• | impair our ability to compete for acquisition of properties with other real estate entities that are also advised by Triple Net Properties and its affiliates. |
The absence of arm’s-length bargaining may mean that our agreements are not as favorable to you as a stockholder as they otherwise would have been. |
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Our advisor may be entitled to receive significant compensation in the event of our liquidation or in connection with a termination of the advisory agreement. |
The business and financial due diligence investigation of our company was conducted by an affiliate. That investigation might not have been as thorough as an investigation conducted by an unaffiliated third party, and might not have uncovered facts that would be important to a potential investor. |
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You are limited in your ability to sell your shares pursuant to the share repurchase plan and repurchases will be made at our sole discretion. |
Our stockholders’ interests may be diluted in various ways, which may result in lower returns to our stockholders. |
The requirement to distribute at least 90% of our taxable income may require us to borrow, sell assets or issue additional securities for cash, which would increase the risks associated with your investment. |
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Our failure to qualify as a REIT would subject us to corporate income tax and would materially impact our earnings. |
The ongoing SEC investigation of Triple Net Properties could adversely impact our advisor’s ability to perform its duties to our company. |
Our ability to operate profitably will depend upon the ability of our advisor and its management team. |
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Our advisor may terminate the advisory agreement, which would require us to find a new advisor. |
If our advisor cannot retain the services of its key employees, their replacements may not manage our company as effectively. |
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Stockholders will have little, if any, control over how the proceeds from this offering are spent. |
The effect of adverse conditions at specific properties will be magnified to the extent we are able to acquire only a single property or a limited number of properties. |
We may not have sufficient cash available from operations to pay distributions, and, therefore, distributions may include a return of capital. |
Our inability to find funding for acquisitions could prevent us from realizing our objectives and would adversely impact the distributions we pay to our stockholders and the value of your investment in our company generally. |
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We are likely to incur mortgage and other indebtedness, which may increase our business risks. |
Competition with entities who have greater financial resources could make it more difficult for us to acquire attractive properties and achieve our investment objectives. |
Any joint venture arrangements may not reflect solely our stockholders’ best interests. |
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Investing in properties through joint ventures subjects that investment to increased risk. |
• | the risk that our co-venturer or partner in an investment might become bankrupt; | |
• | the risk that such co-venturer or partner may at any time have economic or business interests or goals which are inconsistent with our business interests or goals; or | |
• | the risk that such co-venturer or partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives, such as selling a property at a time when it would have adverse consequences for our stockholders. |
Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act. |
• | limitations on capital structure; | |
• | restrictions on specified investments; | |
• | prohibitions on transactions with affiliates; and | |
• | compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations. |
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We will have limited sources of working capital and may not be able to obtain capital on acceptable terms or at all, decreasing the value of your investment. |
As we incur indebtedness, we increase the expenses of our operations, which could result in a decrease in cash available for distribution to our stockholders. |
We may incur indebtedness secured by our properties, which may subject our properties to foreclosure. |
Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to make cash distributions to our stockholders. |
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Most of our policies described in this prospectus, including the limits on debt, may be changed or eliminated by our board of directors at any time without a vote of the stockholders. |
The limitation on ownership of our stock will prevent you from acquiring more than 9.9% of our stock or more than 9.9% of our common stock and may force you to sell stock back to us. |
• | may consider the transfer to be null and void; | |
• | will not reflect the transaction on our books; | |
• | may institute legal action to enjoin the transaction; | |
• | will not pay dividends or other distributions to you with respect to those excess shares; | |
• | will not recognize your voting rights for those excess shares; and | |
• | may consider the excess shares held in trust for the benefit of a charitable beneficiary. |
• | you may lose your power to dispose of the stock; |
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• | you may not recognize profit from the sale of such stock if the “market price” of the stock increases; and | |
• | you may incur a loss from the sale of such stock if the “market price” decreases. |
Limitations on share ownership and transfer may deter a sale of our company in which you could profit. |
Our ability to issue preferred stock may include a preference in distributions superior to our common stock and also may deter or prevent a sale of our company in which you could profit. |
Maryland takeover statutes may deter others from seeking to acquire our company and prevent you from making a profit in such transaction. |
Your investment in our company will be diluted immediately by $1.00 per share. |
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Several potential events could cause the fair market and book value of your investment in our company to decline. |
• | future offerings of our securities, including issuances under our distribution reinvestment plan and up to 50 million shares of any preferred stock that our board may authorize; | |
• | private issuances of our securities to other investors, including institutional investors; | |
• | issuances of our securities under our 2006 Incentive Award Plan; or | |
• | redemptions of units of limited partnership interest in our operating partnership in exchange for shares of our common stock. |
Our advisor may receive economic benefits from its status as a special limited partner without bearing any of the investment risk. |
You may not receive any profits resulting from the sale of one of our properties, or receive such profits in a timely manner, because we may provide financing for the purchaser of such property. |
We depend upon our tenants to pay rent, and their inability to pay rent may substantially reduce our revenues and cash available for distribution to our stockholders. |
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• | changes in national, regional or local economic conditions; | |
• | changes in local market conditions; and | |
• | changes in federal, state or local regulations and controls affecting rents, prices of goods, interest rates, fuel and energy consumption. |
A default by a mortgagor on any mortgage loan we hold may reduce our revenues and cash available for distribution to our stockholders. |
Increased construction of similar properties that compete with our properties in any particular location could adversely affect the operating results of our properties and our cash available for distribution to our stockholders. |
• | make it more difficult for us to find tenants to lease units in our apartment communities or space in our commercial properties; | |
• | force us to lower our rental prices in order to lease units in our apartment communities or space in our commercial properties; and | |
• | substantially reduce our revenues and cash available for distribution to our stockholders. |
Lack of diversification and liquidity of real estate will make it difficult for us to sell underperforming properties or recover our investment in one or more properties. |
Lack of geographic diversity may expose us to regional economic downturns that could adversely impact our operations or our ability to recover our investment in one or more properties. |
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Costs required to become compliant with the Americans with Disabilities Act at our properties may affect our ability to make distributions to you. |
Discovery of previously undetected environmentally hazardous conditions may decrease our revenues and the return on your investment. |
Losses for which we either could not or did not obtain insurance, and lender requirements to obtain terrorism insurance, will adversely affect our earnings. |
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Our investments in unimproved real property will take longer to produce returns and will be riskier than investments in developed property. |
Our common stock may not be a suitable investment for qualified pension and profit-sharing trusts. |
• | whether the investment satisfies the diversification requirements of the Employee Retirement Income Security Act of 1974, or ERISA, | |
• | or other applicable restrictions imposed by ERISA; and | |
• | whether the investment is prudent and suitable, since we anticipate that initially there will be no market in which you can sell or otherwise dispose of our shares. |
We make forward-looking statements in this prospectus which may prove to be inaccurate. |
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Minimum Offering | Maximum Offering | ||||||||||||||||
Amount | Percent | Amount | Percent | ||||||||||||||
Gross Offering Proceeds | $ | 2,000,000 | 100.0 | % | $ | 1,000,000,000 | 100.0 | % | |||||||||
Less Organizational and Public Offering | |||||||||||||||||
Expenses: | |||||||||||||||||
Selling Commissions | $ | 140,000 | 7.0 | % | $ | 70,000,000 | 7.0 | % | |||||||||
Marketing Allowance(1) | $ | 50,000 | 2.5 | % | $ | 25,000,000 | 2.5 | % | |||||||||
Accountable Due Diligence Expense Reimbursement(2) | $ | 10,000 | 0.5 | % | $ | 5,000,000 | 0.5 | % | |||||||||
Other Organizational and Offering Expenses(3) | $ | 30,000 | 1.5 | % | $ | 15,000,000 | 1.5 | % | |||||||||
Total Organizational and Offering Expenses | $ | 230,000 | 11.5 | % | $ | 115,000,000 | 11.5 | % | |||||||||
Amount Available for Investment(4) | $ | 1,770,000 | 88.5 | % | $ | 885,000,000 | 88.5 | % | |||||||||
Less Acquisition Costs: | |||||||||||||||||
Real Estate Commissions(5) | $ | 60,000 | 3.0 | % | $ | 30,000,000 | 3.0 | % | |||||||||
Acquisition Expenses(6) | $ | 10,000 | 0.5 | % | $ | 5,000,000 | 0.5 | % | |||||||||
Initial Working Capital Reserve(7) | — | — | — | — | |||||||||||||
Amount Invested in Properties | $ | 1,700,000 | 85.0 | % | $ | 850,000,000 | 85.0 | % | |||||||||
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(1) | We will pay the dealer manager an amount equal to 2.5% of the gross offering proceeds as a marketing allowance for expenses associated with non-accountable marketing fees, wholesaling fees, expense reimbursements, sales seminars and volume discounts. The dealer manager may reallow up to 1.0% of the gross offering proceeds for non-accountable marketing fees and expenses to broker dealers participating in the offering. |
(2) | We will pay the dealer manager up to 0.5% of the gross offering proceeds for reimbursement of accountable due diligence expenses. The dealer manager may reallow up to 0.5% of the gross offering proceeds for accountable bona fide due diligence reimbursements to broker dealers participating in this offering. |
(3) | Other organizational and offering expenses consist of reimbursement of, among other items, the cumulative cost of actual legal, accounting, printing and other accountable offering expenses, including, but not limited to, amounts to reimburse our advisor for marketing, salaries and direct expenses of its employees, employees of its affiliates and others while engaged in registering and marketing the shares of our common stock to be sold in this offering, which shall include, but not be limited to, development of marketing materials and marketing presentations, participating in due diligence, training seminars and educational conferences and coordinating generally the marketing process for this offering. A portion of our organizational and offering expense reimbursement may be used for wholesaling activities and therefore deemed to be underwriting compensation pursuant to NASD Rule 2710. Our advisor will be responsible for the payment of our cumulative organizational and offering expenses, other than selling commissions, the marketing allowance and the accountable due diligence reimbursement, to the extent they exceed 1.5% of the aggregate gross proceeds from the sale of shares of our common stock sold in the primary offering without recourse against or reimbursement by us. |
(4) | Until required in connection with the acquisition of real estate investments, substantially all of the net proceeds of the offering may be invested in short-term, highly-liquid investments including government obligations, bank certificates of deposit, short-term debt obligations and interest-bearing accounts or other authorized investments as determined by our board of directors. |
(5) | Real estate commissions paid by any party to any person in connection with the purchase, development or construction of real properties. Real estate commissions do not include acquisition expenses. We will pay Realty real estate commissions of up to 3.0% of the purchase price of properties we acquire. We will not pay any fees for acquisitions of real estate related securities investments. We may pay Realty up to 4.0% of the total development cost of any development property that we acquire. For purposes of this table, we have assumed (a) that no investments are made in real estate related securities,(b) that we will only acquire properties in the operational phase, and (c) no debt is incurred for property acquisitions. These assumptions may change due to different factors including changes in the allocation of shares between the primary offering and the distribution reinvestment plan, the extent to which proceeds from the distribution reinvestment plan are used to redeem shares under our share redemption program, the extent to which we invest in real estate related securities, and the extent to which we invest in properties in the development stage. In the event that we incur debt or issue new shares of our common stock outside of this offering or interests in our operating partnership in order to acquire real properties, then the real estate commissions and amounts invested in real properties could exceed the amount stated above. |
(6) | Acquisition expenses include any and all expenses incurred in connection with the selection, evaluation and acquisition of, and investment in properties, whether or not acquired or made, including, but not limited to, legal fees and expenses, travel and communications expenses, cost of appraisals and surveys, nonrefundable option payments on property not acquired, accounting fees and expenses, computer use related expenses, architectural, engineering and other property reports, environmental and asbestos audits, title insurance and escrow fees, loan fees or points or any fee of a similar nature paid to a third party, however designated, transfer taxes, and personnel and miscellaneous expenses related to the selection, evaluation and acquisition of, and investment in properties. We will reimburse our advisor for acquisition expenses, whether or not the evaluated property is acquired. Acquisition expenses will not exceed 0.5% of the purchase price. The |
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reimbursement of acquisition expenses and real estate commissions, including real estate commissions paid to third parties, will not exceed, in the aggregate, 6.0% of the purchase price or total development cost, unless fees in excess of such limits are approved by a majority of our directors not interested in the transaction and by a majority of our independent directors not interested in the transaction. | |
(7) | Although we do not anticipate establishing a general working capital reserve out of the proceeds from this offering, we may establish capital reserves with respect to particular investments. See “Management��s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of the capital plan that our advisor will establish for each of our investments. |
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• | stable cash flow available for distribution to our stockholders; | |
• | preservation and protection of capital; and | |
• | growth of income and principal without taking undue risk. |
• | invest in income producing real property generally through equity investments in a manner which permits us to qualify as a REIT for federal income tax purposes; and | |
• | realize capital appreciation upon the ultimate sale of our properties. |
Following Demographic Trends and Population Shifts to Find Attractive Tenants in Quality Apartment Community Markets |
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Outsourcing of Property Management |
• | Focusing on Our Strengths |
We see our strengths in capitalizing on our management’s prior experience in purchasing similar properties and developing a diversified portfolio. We believe that outsourcing property management will free us to leverage these strengths to the benefit of our stockholders by allowing us to focus on purchasing quality, income-producing properties, rather than using our resources to build an extensive property management infrastructure. | |
Our advisor’s management team has extensive experience in the acquisition of comparable properties. It intends to use its contacts and relationships with apartment developers and owners to acquire high quality properties for our company on a timely basis and at a reasonable cost. |
• | Focusing on Quality Properties |
Property management companies often aim to fund the cost of their business infrastructure by spreading these costs over multiple properties they manage. Outsourcing property management to a regionally focused and locally experienced firm may give us the flexibility to purchase fewer but higher quality apartment properties in an area or region by leveraging the property management firm’s greater economies of scales. |
• | Focusing on Quality Tenant Attraction and Retention |
We believe that quality tenants seek well-managed properties that offer superior and dependable services, particularly in competitive markets. By seeking to retain the best property managers in a region or market, we intend to maximize the quality of services offered to attract and retain tenants who are prepared to potentially pay a premium in rent for those services. |
• | Focusing on Networking and Business Synergies to Enhance Property Acquisitions |
A locally or regionally focused property management firm may learn of an owner’s desire to sell an apartment building before it is generally listed for sale. Property management may also gain important insights into the tenants’ general satisfaction, or their need for more and/or different space than they currently occupy. Therefore, building relationships with such locally attuned management firms may allow us to purchase “off market” properties at attractive terms and/or prices, aid in tenant retention, or execute pre-purchase leasing agreements that will help us meet occupancy objectives in a new property. |
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• | Focusing on Building Property Value |
We believe that selecting a “best of class” property manager can enhance a property’s resale value by offering a better maintained property with a more satisfied and stable tenant base to prospective purchasers. |
Leveraging the Experience of Our Management |
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• | We intend to preserve capital through selective acquisitions and professional management, whereby we intend to increase rental rates, maintain high economic occupancy rates, reduce tenant turnover, make value- enhancing and income producing capital improvements, where appropriate, and control operating costs and capital expenditures. | |
• | We will seek to acquire premier apartment properties in growth markets, at attractive prices relative to replacement cost, that provide the opportunity to improve operating performance through professional management, marketing and selective leasing and renovation programs. |
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• | We intend to purchase apartment communities at favorable prices and obtain immediate income from tenant rents, with the potential for appreciation in value over time. |
• | geographic location and type; | |
• | construction quality and condition; | |
• | potential for capital appreciation; | |
• | the general credit quality of current and potential tenants; | |
• | the potential for rent increases; | |
• | the interest rate environment; | |
• | potential for economic growth in the tax and regulatory environment of the community in which the property is located; | |
• | potential for expanding the physical layout of the property; | |
• | occupancy and demand by tenants for properties of a similar type in the same geographic vicinity; | |
• | prospects for liquidity through sale, financing or refinancing of the property; | |
• | competition from existing properties and the potential for the construction of new properties in the area; and | |
• | treatment under applicable federal, state and local tax and other laws and regulations. |
• | changes in general economic or local conditions; | |
• | changes in supply of or demand for similar competing properties in an area; | |
• | changes in interest rates and availability of permanent mortgage funds which may render the sale of a property difficult or unattractive; | |
• | changes in tax, real estate, environmental and zoning laws; | |
• | periods of high interest rates and tight money supply which may make the sale of properties more difficult; |
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• | tenant turnover; and | |
• | general overbuilding or excess supply in the market area. |
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• | there are no duplicate property management or other fees; | |
• | the investment of each entity is on substantially the same terms and conditions; and | |
• | we have a right of first refusal if our advisor or its affiliates wish to sell its interest in the property held in such arrangement. |
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• | in the judgment of our advisor, the value of a property might decline substantially; | |
• | an opportunity has arisen to improve other properties; | |
• | we can increase cash flow through the disposition of the property; or | |
• | in our judgment, the sale of the property is in our best interests. |
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• | invest more than 10% of our total assets in unimproved real property or real estate investments not contemplated herein; | |
• | invest in commodities or commodity future contracts, except for interest rate futures contracts used solely for purposes of hedging against changes in interest rates; or | |
• | operate in such a manner as to be classified as an “investment company” for purposes of the Investment Company Act. |
• | an equity interest in real property which was not acquired for the purpose of producing rental or other operating income; | |
• | has no development or construction in process on such land; and | |
• | no development or construction on such land is planned to commence within one year. |
• | We will not issue redeemable equity securities. | |
• | We will not issue our shares on a deferred payment basis or other similar arrangement. | |
• | We will not issue debt securities unless the historical debt service coverage in the most recently completed fiscal year as adjusted for known charges is sufficient to properly service that higher level of debt. | |
• | We will not engage in trading, as opposed to investment, activities. | |
• | We will not engage in underwriting or the agency distribution of securities issued by others. |
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• | except for differences attributable to adjustable rate loans, equal periodic payments on a schedule that would be sufficient to fully amortize the loan over a 20 to 40 year period; | |
• | payments of interest only for a period of not greater than ten years with the remaining balance payable in equal periodic payments on a schedule that would fully amortize the loan over a 20 to 30 year period; or | |
• | payment of a portion of the stated interest currently and deferral of the remaining interest for a period not greater than five years, with the remaining principal and interest payable in equal periodic payments on a schedule that would fully amortize the loan over a 20 to 35 year period. |
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• | distributions of beneficial interests in a liquidating trust established for the dissolution of our company and the liquidation of our assets in accordance with the terms of the MGCL; or | |
• | distributions of property which meet all of the following conditions: |
• | our board of directors advises each stockholder of the risks associated with direct ownership of the property; |
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• | our board of directors offers each stockholder the election of receiving in-kind property distributions; and | |
• | our board of directors distributes in-kind property only to those stockholders who accept the directors’ offer. |
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• | the size of the advisory fee in relation to the size, composition and profitability of our portfolio of properties; | |
• | the success of our advisor in generating opportunities that meet our investment objectives; | |
• | the fees charged to similar REITs and to investors other than REITs by advisors performing similar services; | |
• | additional revenues realized by our advisor and any affiliate through their relationship with us, including real estate commissions, servicing and other fees, whether paid by us or by others with whom we do business; | |
• | the quality and extent of the service and advice furnished by our advisor; | |
• | the performance of our portfolio of properties, including income, conservation or appreciation of capital, frequency of problem investments and competence in dealing with distress situations; and | |
• | the quality of our portfolio of properties in relationship to the investments generated by our advisor for its own account or for the account of other entities it advises. |
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Name | Age | Position | ||||
�� | ||||||
Louis J. Rogers | 49 | President and Chairman of the Board of Directors | ||||
Stanley J. (“Jay”) Olander, Jr. | 51 | Chief Executive Officer and Director | ||||
David L. Carneal | 42 | Executive Vice President and Chief Operating Officer | ||||
Gus G. Remppies | 46 | Executive Vice President and Chief Investment Officer | ||||
Scott D. Peters | 48 | Executive Vice President | ||||
Shannon K. S. Johnson | 28 | Chief Financial Officer | ||||
Andrea R. Biller | 56 | Secretary | ||||
Glenn W. Bunting, Jr. | 61 | Independent Director | ||||
Robert A. Gary, IV | 52 | Independent Director | ||||
W. Brand Inlow | 52 | Independent Director | ||||
D. Fleet Wallace | 38 | Independent Director |
Officers and Directors |
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Acquisition Committee |
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Audit Committee |
• | make recommendations to our board of directors concerning the engagement of independent public accountants; | |
• | review the plans and results of the audit engagement with the independent public accountants; | |
• | approve professional services provided by, and the independence of, the independent public accountants; | |
• | consider the range of audit and non-audit fees; and | |
• | consult with the independent public accountants regarding the adequacy of our internal accounting controls. |
Executive Compensation Committee |
• | $1,000 per board meeting, in person or by telephone. | |
• | $500 per committee meeting, in person or by telephone, unless the committee meeting immediately follows a scheduled board meeting. | |
• | An additional $500 per committee meeting to a committee chair (other than the audit committee chair, who will receive an additional $2,000 per committee meeting) for each meeting attended in person or by telephone, unless the committee meeting immediately follows a scheduled board meeting. | |
• | 1,000 shares of restricted stock at each annual meeting. |
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• | net income; | |
• | pre-tax income; | |
• | operating income; | |
• | cash flow; | |
• | earnings per share; | |
• | earnings before interest, taxes, depreciation and/or amortization; |
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• | return on equity; | |
• | return on invested capital or assets; | |
• | FFO; | |
• | cost reductions or savings; or | |
• | appreciation in the fair market value of a share of our common stock. |
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Name | Position | |
Louis J. Rogers | President | |
Stanley J. (“Jay”) Olander, Jr. | Chief Executive Officer | |
Scott D. Peters | Executive Vice President and Chief Financial Officer | |
Andrea R. Biller | General Counsel | |
David L. Carneal | Executive Vice President and Chief Operating Officer | |
Gus G. Remppies | Executive Vice President and Chief Investment Officer |
• | has responsibility for day-to-day operations of our company; | |
• | administers our bookkeeping and accounting functions; | |
• | serves as our consultant in connection with policy decisions to be made by our board of directors; | |
• | manages or causes to be managed our properties and other assets; and | |
• | may render other property-level services if our board of directors requests. |
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• | perform the advisory function for our company; and | |
• | justify the compensation provided for in the contract with our company. |
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• | the indemnified person determined, in good faith, that the course of conduct that caused a loss or liability was in our best interests; | |
• | the indemnified person was acting on behalf of, or performing services for, our company; | |
• | such liability or loss was not the result of negligence or misconduct; and |
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• | such indemnification or agreement to hold harmless is recoverable only out of our net assets and not from our stockholders. |
Average Invested Assets means, for any period, the average of the aggregate book value of our assets, including property-related debt, that are invested, directly or indirectly, in real estate assets or in equity interests and in loans secured by real estate, before deducting depreciation, bad debts or |
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other similar non-cash reserves, computed by taking the average of the values at the end of each month during such period. | |
Invested Capital means the gross proceeds from the sale of the shares of common stock in this offering. When a property is sold, Invested Capital will be reduced by the lesser of (1) the net sale proceeds available for distribution from such sale or (2) the sum of (A) the portion of Invested Capital that initially was allocated to that property and (B) any remaining shortfall in the recovery of our Invested Capital with respect to prior sales of properties. | |
Competitive Real Estate Commission means the real estate or brokerage commission paid for the purchase or sale of a property which is reasonable, customary and competitive in light of the size, type and location of such property. |
Type of Compensation | Method of Compensation | Estimated Amount | ||
Selling Commissions | The dealer manager will receive 7.0% of the gross proceeds of this offering, or $0.70 for each share sold. The dealer manager may reallow a portion of the Selling Commissions to broker dealers for each share they sell. Shares purchased under the distribution reinvestment plan will be purchased without Selling Commissions. | Actual amount depends upon the number of shares sold. The dealer manager will receive a total of $140,000 if the minimum offering is sold and $70,000,000 if the maximum offering is sold. |
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Type of Compensation | Method of Compensation | Estimated Amount | ||
Marketing Allowance and Accountable Due Diligence Expense Reimbursements | We will pay the dealer manager an amount up to 3.0% of the gross proceeds of this offering as follows: Up to 2.5% of the gross proceeds of this offering as an allowance to pay expenses associated with non- accountable marketing fees, wholesaling fees, expense reimbursements, sales seminars and volume discounts, and up to 1.0% of the gross offering proceeds for reimbursement of accountable bona fide due diligence expenses. The dealer manager may reallow up to 0.5% of the gross offering proceeds for non-accountable marketing fees and expenses and 0.5% of the gross offering proceeds for accountable bona fide due diligence expense reimbursement to broker dealers participating in this offering. We will not pay this fee with respect to shares purchased under the distribution reinvestment plan. | Actual amount depends upon the number of shares sold. A total of $60,000 will be paid if the minimum offering is sold and $30,000,000 will be paid if the maximum offering is sold. | ||
Other Organizational and Offering Expenses | Our advisor may advance, and we will reimburse it for, organizational and offering expenses incurred on our behalf in connection with this offering, including legal and accounting fees, filing fees and printing costs as well as reimbursements for costs to prepare sales materials and our company’s conduct of educational conferences and retail seminars. We estimate such expenses will be approximately 1.5% of the gross proceeds of this offering. The reimbursement of these expenses is not subject to the limitation on reimbursements for operating expenses to our advisor, which, for any four consecutive fiscal quarters then ended, cannot exceed the greater of 2% of our average invested assets or 25% of our net income for such year. However, our organizational and offering expenses (including selling commissions and marketing and due diligence expenses) are limited to 15% of the gross proceeds of this offering. | Actual amounts will be based on actual funds advanced. We estimate that a total of $30,000 will be reimbursed if the minimum offering is sold and $15,000,000 will be reimbursed if the maximum offering is sold. |
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Type of Compensation | Method of Compensation | Estimated Amount | ||
Real Estate Commission | For its services in connection with the due diligence, selection and acquisition of a property, our advisor or one of its affiliates may receive a real estate commission from our company equal to up to 3.0% of the purchase price of the property acquired or up to 4.0% of the total development cost of any development property acquired, as applicable. A portion of the real estate commission may be paid at our advisor’s discretion to third-party developers for services rendered. Real estate commissions will be payable on the acquisition of a specific property, on the acquisition of a portfolio of properties through a purchase of assets, merger or similar transaction, or on the completion of development of a property or properties for our company. For any such fees paid to Realty, 75% is passed through to our advisor pursuant to an income allocation agreement between Realty and our advisor. | Actual amounts depend upon the purchase price of properties acquired or the total development cost of properties acquired for development. | ||
Reimbursement of Acquisition Expenses | We will reimburse our advisor for any and all expenses related to selecting, evaluating, acquiring and investing in properties, whether or not acquired or made, including, but not limited to, legal fees and expenses, travel and communications expenses, cost of appraisals and surveys, nonrefundable option payments on property not acquired, accounting fees and expenses, computer use related expenses, architectural, engineering and other property reports, environmental and asbestos audits, title insurance and escrow fees, loan fees or points or any fee of a similar nature paid to a third party, however designated, transfer taxes and personnel and miscellaneous expenses related to the selection, evaluation and acquisition of and investing in properties. Acquisition expenses will not exceed 0.5% of the purchase price. The reimbursement of acquisition expenses and real estate commissions cannot exceed 6% of the purchase price or total development cost, as applicable, | Actual amounts depend upon the actual expenses incurred. |
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Type of Compensation | Method of Compensation | Estimated Amount | ||
for a property unless fees in excess of such amount are approved by a majority of our directors not interested in the transaction and by a majority of our independent directors not interested in the transaction. |
Type of Compensation | Method of Compensation | Estimated Amount | ||
Asset Management Fee | Subject to our stockholders receiving annualized distributions in an amount equal to five percent (5.0%) per annum of our invested capital, we will pay our advisor an annual asset management fee for managing our day-to-day operations, which will be equal to 1.0% of our average invested assets. | Actual amounts depend upon distributions to our stockholders and assets invested by our company, and, therefore, cannot be determined at the present time. | ||
Average invested assets include any property-related debt; therefore, fully leveraging our portfolio would increase the asset management fee payable to the advisor. The asset management fee will be calculated and payable monthly in cash or shares, at the option of the advisor, not to exceed one-twelfth of 1.0% of our average invested assets as of the last day of the immediately preceding quarter. The asset management fee calculation will be subject to quarterly and annual reconciliations. The asset management fee may be deferred at the option of the advisor, without interest. | ||||
Property Management Fee | We will pay Realty, our advisor’s affiliated property management company, a Property Management Fee equal to 4.0% of the monthly gross income from any properties it manages. This fee will be paid monthly. For any such fees paid to Realty, 100% is passed through to our advisor pursuant to an income allocation agreement between Realty and our advisor. Realty anticipates that it will subcontract property management | Actual amounts to be paid depend upon the gross income of the properties and, therefore, cannot be determined at the present time. |
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Type of Compensation | Method of Compensation | Estimated Amount | ||
services to third parties and will be responsible for paying all fees due such third party contractors. | ||||
Compensation for Additional Services | If we request our advisor or its affiliates to render services for our company other than those required to be rendered by our advisor under the advisory agreement, the additional services, if our advisor elects to perform them, will be compensated separately on terms to be agreed upon between our advisor or its affiliate and us. The rate of compensation for these services must be approved by a majority of our board of directors, including a majority of our independent directors, and cannot exceed an amount that would be paid to unaffiliated third parties for similar services. The advisor reserves the right to subcontract these services to third parties and will pay all fees due such third party contractors. | Actual amounts to be received depend upon the services provided and, therefore, cannot be determined at the present time. | ||
Reimbursable Expenses | We will reimburse our advisor for: • our company’s organizational and offering expenses; provided, however, that within 60 days after the end of the month in which the offering terminates, our advisor will reimburse our company for any organizational and offering expenses reimbursement received by our advisor, to the extent that such reimbursement exceeds the maximum amount permitted or, at the option of our company, such excess shall be subtracted from the next reimbursement of expenses to be made by us; • acquisition expenses incurred in connection with the selection, evaluation and acquisition of our properties; • the actual cost of goods and services used by us and obtained from entities not affiliated with our advisor, other than acquisition expenses; | Actual amounts to be paid depend upon results of operations. We will not reimburse our advisor at the end of any fiscal quarter for operating expenses that, in the four consecutive fiscal quarters then ended, exceed the greater of 2% of average invested assets or 25% of net income for such year. Any amounts in excess of those amounts will be repaid to us within 60 days after the end of the fiscal year. |
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Type of Compensation | Method of Compensation | Estimated Amount | ||
• interest and other costs for borrowed money, including discounts, points and other similar fees; • taxes and assessments on income of our company or its real estate assets; • costs associated with insurance required in connection with our business or by our directors; • expenses of managing and operating properties owned by our company, payable to the property manager, whether or not the property manager is an affiliate of our company. • all compensation and expenses payable to the independent directors and all expenses payable to the non-independent directors in connection with their services to the company and the stockholders and their attendance at meetings of the directors and stockholders; • expenses associated with a listing, if applicable, or with the issuance and distribution of our common stock, such as selling commissions and fees, marketing and advertising expenses, taxes, legal and accounting fees, listing and registration fees, and other organizational and offering expenses; • expenses connected with payments of distributions in cash or otherwise made or caused to be made by our company to our stockholders; • expenses of amending, converting liquidating or terminating our company or the charter; • expenses of maintaining communications with stockholders, including the cost |
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Type of Compensation | Method of Compensation | Estimated Amount | ||
of preparation, printing, and mailing annual and other stockholder reports, proxy statements and other reports required by governmental entities; • administrative services expenses (including personnel costs; provided, however, that no reimbursement shall be made for costs of personnel to the extent that such personnel perform services in transactions for which our advisor receives a separate fee); • transfer agent and registrar’s fees and charges paid to third parties; and • audit, accounting, legal and other professional fees. We will reimburse our advisor for property operating expenses; provided, however, we will not reimburse our advisor for any operating expenses that, in the four consecutive fiscal quarters then ended, exceed the greater of 2% of our average invested assets or 25% of our net income for such year unless our independent directors find that, based on unusual and non-recurring factors they deem sufficient, a higher level of expenses is justified. This limitation does not apply to expenses listed above in the first, second, fourth, fifth, seventh and ninth bullets, as is consistent with the guidelines of NASAA applicable to REITs. Any amount exceeding the greater of 2% of average invested assets or 25% of our net income paid to our advisor during a fiscal quarter will be repaid to us within 60 days after the end of the fiscal year. |
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Type of Compensation | Method of Compensation | Estimated Amount | ||
Disposition Fee | We will pay our advisor, or Realty, one of its affiliates, a Disposition Fee out of net profits upon the sale of each of the properties, in an amount equal to the lesser of 1.75% of the property’s contract sales price or 50.0% of a customary Competitive Real Estate Commission given the circumstances surrounding the sale. The amount paid, when added to the sums paid to unaffiliated parties, will not exceed the lesser of the customary Competitive Real Estate Commission or an amount equal to 6.0% of the contracted for sales price. Payment of such fees will be made only if our advisor or its affiliate provides a substantial amount of services in connection with the sale of the property. We will pay the Disposition Fee on all dispositions of properties, whether made in the ordinary course of business, upon liquidation or otherwise. For any such fees paid to Realty, 75% is passed through to our advisor pursuant to an income allocation agreement between Realty and our advisor. | Actual amounts to be received depend upon the sale price of properties and, therefore, cannot be determined at the present time. | ||
Incentive Distribution Upon Sales | Our operating partnership will pay to our advisor an incentive distribution upon the sale of a property equal to 15.0% of the net proceeds from the sale after our company has received, and paid to our stockholders, the sum of: | Actual amounts to be received depend upon the sale price of properties and, therefore, cannot be determined at the present time. | ||
• our Invested Capital, and | ||||
• any remaining shortfall in the 8.0% return on Invested Capital. If we and, in turn, our stockholders have not received a return of our Invested Capital or if there is a shortfall in the 8.0% return after the sale of the last property and our advisor previously has received incentive distributions, other than those that have previously been repaid, |
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Type of Compensation | Method of Compensation | Estimated Amount | ||
our advisor will be required to repay to our operating partnership an amount of those distributions sufficient to cause us and, in turn, our stockholders to receive a full return of the Invested Capital and a full distribution of the 8.0% return. In no event will the cumulative amount repaid by our advisor to our operating partnership exceed the cumulative amount of incentive distributions that our advisor previously has received. Until such time as stockholders receive such 8.0% return, our advisor will not receive any incentive distributions. There is no assurance we will be able to pay a 8.0% annual return to our stockholders. Thus, the 8.0% return is disclosed solely as a measure for our advisor’s incentive compensation. | ||||
Incentive Distribution Upon Listing | Upon termination of the advisory agreement due to listing of our shares on a national securities exchange or national market system, our advisor will be entitled to an incentive distribution equal to 15.0% of the amount, if any, by which (1) the market value of our outstanding stock plus distributions paid by us prior to listing, exceeds (2) the sum of the amount of capital we invested in our operating partnership plus an 8% per annum cumulative, non- compounded return on such invested capital. This distribution may be in the form of cash, units of limited partnership interest in our operating partnership or shares of our common stock. A listing for these purposes means the listing of our common stock on i) the New York Stock Exchange, the American Stock Exchange, or the National Market System of the Nasdaq Stock Market (or any successor to such entities), or ii) a national securities exchange (or tier or | Actual amounts depend upon the market value of our outstanding stock at the time of listing, among other factors, and, therefore, cannot be determined at the present time. |
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Type of Compensation | Method of Compensation | Estimated Amount | ||
segment thereof) that has listing standards that the Securities and Exchange Commission has determined by rule are substantially similar to the listing standards applicable to securities described in Section 18(b)(1)(A) of the Securities Act of 1933, as amended. There is no assurance we will be able to pay an annual 8.0% return to our stockholders. Thus, the 8.0% return is disclosed solely as a measure for our advisor’s incentive compensation. Upon our advisor’s receipt of the incentive distribution upon listing, our advisor’s special limited partnership units will be redeemed and our advisor will not be entitled to receive any further incentive distributions upon sales of our properties. |
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Amount if | Amount if | |||||
Description of Fee | Calculation of Fee | Minimum Sold | Maximum Sold | |||
• Fees payable upon termination of Advisory Agreement | Upon termination of the advisory agreement due to an internalization of our advisor in connection with our conversion to a self-administered REIT, our advisor will be entitled to compensation to be determined by negotiation between our advisor and our independent directors. Upon our advisor’s receipt of such compensation, our advisor’s special limited partnership units will be redeemed and our advisor will not be entitled to receive any further incentive distributions upon sales of our properties. In connection with the termination of the advisory agreement other than due to a listing of our shares on a national securities exchange or national market system or due to the internalization of our advisor in connection with our conversion to a self-administered REIT, we may cause our operating partnership to redeem our advisor’s special limited partner units, for cash, units of limited partnership interests in our operating partnership or shares of our common stock, in an amount equal to what our advisor would have received pursuant to the incentive distribution upon sales if our operating partnership immediately sold all of its assets at fair market value. | Actual amount depends upon many factors to be negotiated between our advisor and our independent directors and, therefore, cannot be determined at the present time. |
• | the goods or services must be necessary to our prudent operation; and | |
• | the compensation, price or fee must be equal to the lesser of 90% of the compensation, price or fee we would be required to pay to independent parties rendering comparable services or selling or leasing comparable goods on competitive terms in the same geographic location, or 90% of the compensation, price or fee charged by our advisor or its affiliates for rendering comparable services or selling or leasing comparable goods on competitive terms. |
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• | 2% of our Average Invested Assets or | |
• | 25% of our net income for such year. |
• | the expenses we incur in raising capital such as organizational and offering expenses, legal, audit, accounting, registration and other fees, printing and other expenses, and taxes incurring in connection with the issuance, distribution, transfer and registration of our shares; |
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• | interest payments; | |
• | taxes; | |
• | non-cash expenditures, such as depreciation, amortization and bad debt reserves; | |
• | the incentive distribution paid to our advisor; and | |
• | acquisition expenses, real estate commissions on resale of properties and other expenses connected with the acquisition, disposition and ownership of real estate interests, mortgage loans or other property. |
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• | The primary difference between the cash methods of accounting and accrual methods (both GAAP and the accrual method of accounting for income tax purposes) is that the cash method of accounting generally reports income when received and expenses when paid while the accrual method generally requires income to be recorded when earned and expenses recognized when incurred. | |
• | GAAP requires that, when reporting lease revenue, the minimum annual rental revenue be recognized on a straight-line basis over the term of the related lease, whereas the cash method of accounting for income tax purposes requires recognition of income when cash payments are actually received from tenants, and the accrual method of accounting for income tax purposes requires recognition of income when the income is earned pursuant to the lease contract. | |
• | GAAP requires that when an asset is considered held for sale, depreciation ceases to be recognized on that asset, whereas for income tax purposes, depreciation continues until the asset either is sold or is no longer in service. | |
• | GAAP requires that when a building is purchased certain intangible assets (such as above- and below-market leases, tenant relationships and in-place lease costs) are allocated separately from the building and are amortized over significantly shorter lives than the depreciation recognized on the building. These intangible assets are not recognized for income tax purposes and are not allocated separately from the building for purposes of tax depreciation. | |
• | GAAP requires that an asset is considered impaired when the carrying amount of the asset is greater than the sum of the future undiscounted cash flows expected to be generated by the asset, and an impairment loss must then be recognized to decrease the value of the asset to its fair value. For income tax purposes, losses are generally not recognized until the asset has been sold to an unrelated party or otherwise disposed of in an arm’s length transaction. |
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• | References in the Summary to unaffiliated members and to unaffiliated TICs refer to investors that hold membership units in a program LLC or a TIC interest in a program property, as applicable, but that are not otherwise affiliated with Triple Net Properties. | |
• | References in the Summary to Mr. Thompson refer to Anthony W. Thompson, who serves as the chairman of the board and chief executive officer of Triple Net Properties and owns approximately 36.5% of Triple Net Properties as of December 31, 2005. | |
• | References in the Summary to Mr. Rogers refer to Louis J. Rogers, who serves as our president and chairman of the board, president of our advisor and president and a member of the board of managers of Triple Net Properties, and who owns approximately 2.0% of Triple Net Properties as of December 31, 2005. | |
• | References in the Summary to loans from affiliates of Triple Net Properties for the purpose of acquiring and holding real estate refer to loans from Cunningham Lending Group, LLC, which is 100.0% owned by Mr. Thompson, NNN 2004 Notes Program, LLC, NNN 2005 Notes Program, LLC or NNN 2006 Notes Program, LLC. References in the Summary to loans from an affiliate of Triple Net Properties for other purposes, including making distributions that exceed cash flow from operations, refer solely to loans from Cunningham Lending Group, LLC. Loans made by these entities are unsecured loans that were not negotiated at arm’s length, with interest rates ranging from 8.0% to 12.0%. | |
• | References in the Summary to shareholders of Triple Net Properties refer to individuals or entities that have a membership interest in Triple Net Properties of less then 7%. | |
• | References in the Summary to Realty refer to Triple Net Properties Realty, Inc., of which Mr. Thompson serves as chairman and chief executive officer and owns 84.0% and of which Mr. Rogers serves as a director and owns 16.0% as of December 31, 2005. Mr. Rogers also serves as president of our advisor. When Realty receives a real estate commission or disposition fee as part of the purchase or sale of a property, 75.0% of that commission is passed through to Triple Net Properties pursuant to an agreement between Triple Net Properties and Realty. | |
• | References in the Summary table headings to GLA of a property indicate the gross leasable area of the property, which is expressed for the entire property even where the relevant program owns less than a 100% interest in the property. |
No. of | ||||
Property Type | Properties | |||
Office | 89 | |||
Apartment | 7 | |||
Retail | 2 | |||
Mixed Use (Office and Retail) | 2 | |||
Industrial | 1 | |||
Land | 1 | |||
Total | 102 | |||
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No. of | ||||
Property Type | Properties | |||
Location | ||||
Arizona | 3 | |||
California | 22 | |||
Colorado | 5 | |||
Delaware | 1 | |||
Florida | 9 | |||
Georgia | 4 | |||
Illinois | 1 | |||
Maryland | 1 | |||
Missouri | 2 | |||
Nebraska | 3 | |||
Nevada | 6 | |||
North Carolina | 3 | |||
North Dakota | 1 | |||
Oklahoma | 1 | |||
Oregon | 1 | |||
Pennsylvania | 1 | |||
Tennessee | 3 | |||
Texas | 30 | |||
Utah | 1 | |||
Virginia | 1 | |||
Washington | 2 | |||
Wisconsin | 1 | |||
Total | 102 | |||
No. of | ||||
Method of Financing | Properties | |||
All debt | 0 | |||
All cash | 7 | |||
Combination of cash and debt | 95 | |||
Total | 102 | |||
G REIT, Inc. |
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Ownership | Type of | Purchase | Share of | Share of Mortgage | GLA | |||||||||||||||||||||||
Property Name | Interest | Property | Date | Purchase Price | Debt at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
5508 Highway West 290 | 100.0 | % | office | 09/13/02 | $ | 10,225,000 | $ | 6,700,000 | 74,000 | Austin, TX | ||||||||||||||||||
Two Corporate Plaza | 100.0 | office | 11/27/02 | 13,580,000 | 10,160,000 | 161,000 | Clear Lake, TX | |||||||||||||||||||||
Congress Center — TIC(1) | 30.0 | �� | office | 01/09/03 | 40,832,000 | 28,763,000 | 525,000 | Chicago, IL | ||||||||||||||||||||
Atrium Building | 100.0 | office | 01/31/03 | 4,532,000 | 2,200,000 | 167,000 | Lincoln, NE | |||||||||||||||||||||
Department of Children and Families Campus | 100.0 | office | 04/25/03 | 11,580,000 | 7,605,000 | 124,000 | Plantation, FL | |||||||||||||||||||||
Gemini Plaza | 100.0 | office | 05/02/03 | 15,000,000 | 9,815,000 | 159,000 | Houston, TX | |||||||||||||||||||||
Bay View Plaza(2) | 97.68 | office | 07/31/03 | 11,385,000 | — | 61,000 | Alameda, CA | |||||||||||||||||||||
North Pointe Corporate Center | 100.0 | office | 08/11/03 | 24,205,000 | 15,600,000 | 133,000 | Sacramento, CA | |||||||||||||||||||||
824 Market Street | 100.0 | office | 10/10/03 | 31,900,000 | — | 202,000 | Wilmington, DE | |||||||||||||||||||||
Sutter Square Galleria | 100.0 | office/ retail | 10/28/03 | 8,240,000 | 4,024,000 | 61,000 | Sacramento, CA | |||||||||||||||||||||
One World Trade Center | 100.0 | office | 12/05/03 | 113,648,000 | 77,000,000 | 573,000 | Long Beach, CA | |||||||||||||||||||||
Centerpointe Corporate Park | 100.0 | office | 12/30/03 | 54,220,000 | 25,029,000 | 436,000 | Kent, WA | |||||||||||||||||||||
AmberOaks Corporate Center | 100.0 | office | 01/20/04 | 35,525,000 | 14,250,000 | 282,000 | Austin, TX | |||||||||||||||||||||
Public Ledger Building | 100.0 | office | 02/13/04 | 33,950,000 | 25,000,000 | 467,000 | Philadelphia, PA | |||||||||||||||||||||
Madrona Buildings | 100.0 | office | 03/31/04 | 45,900,000 | 28,458,000 | 211,000 | Torrance, CA | |||||||||||||||||||||
Brunswig Square | 100.0 | office | 04/05/04 | 23,805,000 | 15,830,000 | 136,000 | Los Angeles, CA | |||||||||||||||||||||
North Belt Corporate Center | 100.0 | office | 04/08/04 | 12,675,000 | — | 157,000 | Houston, TX | |||||||||||||||||||||
Hawthorne Plaza | 100.0 | office | 04/20/04 | 97,000,000 | 62,750,000 | 422,000 | San Francisco, CA | |||||||||||||||||||||
Pacific Place | 100.0 | office | 05/26/04 | 29,900,000 | — | 324,000 | Dallas, TX | |||||||||||||||||||||
600 B Street (Comerica) | 100.0 | office | 06/14/04 | 77,190,000 | 56,057,000 | 339,000 | San Diego, CA | |||||||||||||||||||||
Western Place I & II(3) | 78.5 | office | 07/23/04 | 26,298,000 | 18,840,000 | 431,000 | Forth Worth, TX | |||||||||||||||||||||
One Financial Plaza(4) | 77.6 | office | 08/06/04 | 28,712,000 | 23,862,000 | 434,000 | St. Louis, MO | |||||||||||||||||||||
Pax River Office Park | 100.0 | office | 08/06/04 | 14,000,000 | — | 172,000 | Lexington Park, MD | |||||||||||||||||||||
Opus Plaza at Ken Caryl | 100.0 | office | 09/12/05 | 10,176,000 | 6,700,000 | 62,000 | Littleton, CO | |||||||||||||||||||||
Eaton Freeway | 100.0 | industrial | 10/21/05 | 7,588,000 | 5,000,000 | 62,000 | Phoenix, AZ |
(1) | Two affiliated public entities, NNN 2002 Value Fund, LLC and T REIT, Inc., own 12.3% and 10.3% of the property, respectively. Unaffiliated entities own 47.4% of the property. |
(2) | An unaffiliated entity owns 2.32% of the property. |
(3) | Unaffiliated entities own 21.5% of the property. |
(4) | Unaffiliated entities own 22.4% of the property. |
Date of | Date of | Ownership | Gain (Loss) | |||||||||||||
Property Name | Purchase | Sale | Interest | on Sale | ||||||||||||
525 B Street (Golden Eagle) | 06/14/04 | 08/10/05 | 100.00 | % | $ | 10,550,000 | ||||||||||
Park Sahara | 03/18/03 | 12/20/05 | 4.75 | 132,000 |
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T REIT, Inc. |
Share of | ||||||||||||||||||||||||||||
Share of | Mortgage | |||||||||||||||||||||||||||
Ownership | Purchase | Purchase | Debt at | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Reno Trademark Building- TIC(1) | 40.0 | % | office/industrial | 09/04/01 | $ | 2,918,000 | $ | 1,080,000 | 75,000 | Reno, NV | ||||||||||||||||||
Titan Building & Plaza- TIC(2) | 48.5 | office | 04/17/02 | 4,446,000 | 2,910,000 | 131,000 | San Antonio, TX | |||||||||||||||||||||
University Heights | 100.0 | office/industrial | 08/22/02 | 6,750,000 | — | 68,000 | San Antonio, TX | |||||||||||||||||||||
Congress Center-LLC(3) | 10.3 | office | 01/09/03 | 14,019,000 | 9,875,000 | 525,000 | Chicago, IL | |||||||||||||||||||||
Enclave Parkway-LLC(4) | 3.26 | office | 12/22/03 | 1,125,000 | 769,000 | 207,000 | Houston, TX | |||||||||||||||||||||
AmberOaks Corporate Center(5) | 75.0 | office | 01/20/04 | 17,224,000 | 11,250,000 | 207,000 | Austin, TX | |||||||||||||||||||||
Oakey Building-LLC(6) | 9.8 | office | 04/02/04 | 797,000 | 392,000 | 98,000 | Las Vegas, NV |
(1) | Unaffiliated entities own 60.0% of the property. |
(2) | Unaffiliated entities own 51.5% of the property. |
(3) | One affiliated public entity, NNN 2002 Value Fund, LLC, owns 12.3% of the property. One affiliated public entity, G REIT, Inc. owns 30.0% of the property. Unaffiliated entities own 47.4% of the property. |
(4) | Unaffiliated entities own 96.74% of the property. |
(5) | Unaffiliated entities own 25.0% of the property. |
(6) | An affiliated public entity, NNN 2003 Value Fund, LLC, owns 75.46% of the property. Unaffiliated entities own 14.74% of the property. |
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Date of | Date of | Ownership | Gain (Loss) | |||||||||||||
Property Name | Purchase | Sale | Interest | on Sale | ||||||||||||
Christie Street Office Building | 09/26/00 | 11/13/01 | 100.0 | % | $ | (178,000 | ) | |||||||||
Seguin Corners Shopping Center | 11/22/00 | 08/12/02 | 26.0 | 104,000 | ||||||||||||
Plaza del Rey Shopping Center | 11/17/00 | 09/23/02 | 16.5 | 70,000 | ||||||||||||
Northstar Crossing Shopping Center | 10/26/00 | 01/11/03 | 100.0 | (191,000 | ) | |||||||||||
Thousand Oaks | 12/06/00 | 08/11/03 | 100.0 | 2,100,000 | ||||||||||||
Pahrump Valley Junction Shopping Center | 05/11/01 | 09/25/03 | 100.0 | 874,000 | ||||||||||||
Gateway Mall | 01/29/03 | 03/18/04 | 100.0 | 769,000 | ||||||||||||
Gateway Mall Land | 02/27/04 | 09/09/04 | 100.0 | 854,000 | ||||||||||||
Saddleback Financial Center | 09/25/02 | 12/27/04 | 25.0 | 853,000 | ||||||||||||
County Center Drive | 09/28/01 | 04/19/05 | 16.0 | 191,000 | ||||||||||||
City Center West A | 03/15/02 | 07/28/05 | 89.1 | 5,972,000 | ||||||||||||
Emerald Plaza | 06/14/04 | 11/10/05 | 2.7 | 583,000 | ||||||||||||
Pacific Corporate Park | 03/25/02 | 12/28/05 | 22.8 | 487,000 |
NNN 2003 Value Fund, LLC |
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Share of | ||||||||||||||||||||||||||||
Share of | Mortgage | |||||||||||||||||||||||||||
Ownership | Type of | Purchase | Purchase | Debt at | GLA | |||||||||||||||||||||||
Property Name | Interest | Property | Date | Price | Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Executive Center II & III(1) | 41.1 | % | office | 08/01/03 | $ | 10,111,000 | $ | 6,144,000 | 381,000 | Dallas, TX | ||||||||||||||||||
Executive Center I | 100.0 | office | 12/30/03 | 8,178,000 | 4,500,000 | 205,000 | Dallas, TX | |||||||||||||||||||||
Oakey Building(2) | 75.4 | office | 04/02/04 | 6,135,000 | 3,016,000 | 98,000 | Las Vegas, NV | |||||||||||||||||||||
Enterprise Technology Center(3) | 8.5 | office | 05/07/04 | 5,211,000 | 3,103,000 | 370,000 | Scotts Valley, CA | |||||||||||||||||||||
Interwood | 100.0 | office | 01/26/05 | 8,000,000 | 5,500,000 | 80,000 | Houston, TX | |||||||||||||||||||||
Woodside Corporate Park | 100.0 | office | 09/30/05 | 22,862,000 | 15,915,000 | 193,000 | Beaverton, OR | |||||||||||||||||||||
Daniels Rd land parcel | 100.0 | land | 10/14/05 | 729,000 | — | 9.05 acres | Heber City, UT | |||||||||||||||||||||
3500 Maple(4) | 99.0 | office | 12/27/05 | 65,835,000 | 57,737,000 | 375,000 | Dallas, TX |
(1) | Unaffiliated entities own 58.9% of the property. |
(2) | One affiliated public entity, T REIT, Inc., owns 9.8% of the property. Unaffiliated entities own 14.74% of the property. |
(3) | Unaffiliated entities own 91.5% of the property. |
(4) | One affiliated entity owns 1.0% of the property. |
Date of | Date of | Ownership | Gain (Loss) | |||||||||||||
Property Name | Purchase | Sale | Interest | on Sale | ||||||||||||
Satellite Place | 11/29/04 | 02/24/05 | 100.0 | % | $ | 385,000 | ||||||||||
Financial Plaza | 10/29/04 | 04/13/05 | 100.0 | 3,015,000 | ||||||||||||
801 K Street | 03/31/04 | 08/26/05 | 18.3 | 2,079,000 | ||||||||||||
Emerald Plaza | 06/14/04 | 11/10/05 | 4.6 | 988,000 | ||||||||||||
Southwood Tower | 10/27/04 | 12/19/05 | 100.0 | 2,402,000 |
NNN 2002 Value Fund, LLC |
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Share of | ||||||||||||||||||||||||||||
Ownership | Purchase | Share of | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Purchase Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Congress Center- LLC(1) | 12.3 | % | office | 01/09/03 | $ | 16,741,000 | $ | 11,793,000 | 525,000 | Chicago, IL |
(1) | Two affiliated public entities, G REIT, Inc. and T REIT, Inc. own 30.0% and 10.3% of the property, respectively. Unaffiliated entities own 47.4% of the property. |
Date of | Date of | Ownership | Gain (Loss) | |||||||||||||
Property Name | Purchase | Sale | Interest | on Sale | ||||||||||||
Bank of America Plaza West | 09/20/02 | 03/15/05 | 100.0 | % | $ | 6,674,000 | ||||||||||
Netpark | 06/03/03 | 09/30/05 | 50.0 | 8,215,000 |
Adverse Business Developments or Conditions |
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Performance of Private Programs |
Share of | ||||||||||||||||||||||||||||
Share of | Mortgage | |||||||||||||||||||||||||||
Ownership | Purchase | Purchase | Debt at | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Barstow Road Shopping Center | 87.0 | % | shopping center | 05/01/98 | $ | 4,002,000 | $ | 3,001,500 | 78,000 | Barstow, CA |
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Share of | ||||||||||||||||||||||||||||
Share of | Mortgage | |||||||||||||||||||||||||||
Ownership | Purchase | Purchase | Debt at | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Kress Energy Center | 100.0 | % | office | 07/07/98 | $ | 1,850,000 | $ | 925,000 | 54,000 | Wichita, KS | ||||||||||||||||||
Brookings Mall | 68.5 | shopping center | 05/01/00 | 2,843,000 | 659,000 | 143,000 | Brookings, SD |
Date of | Ownership | Gain on Sale | ||||||||||||||
Property Name | Purchase | Date of Sale | Interest | of Real Estate | ||||||||||||
Century Plaza East Shopping Center | 11/03/98 | 02/13/04 | 100 | % | $ | 1,025,000 | ||||||||||
Phelan Village Shopping Center | 10/16/98 | 12/20/02 | 100 | 155,000 | ||||||||||||
Bryant Ranch Shopping Center | 12/24/98 | 09/05/02 | 100 | 1,120,000 | ||||||||||||
Huron Mall Shopping Center | 03/31/99 | 04/14/00 | 100 | 1,335,000 | ||||||||||||
Crossroads Shopping Center | 07/29/99 | 08/29/00 | 100 | 731,000 |
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Mortgage | ||||||||||||||||||||||||||||
Ownership | Purchase | Debt at | GLA | |||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Purchase Price | Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Truckee River Office Tower | 100.0 | % | office | 12/01/98 | $ | 16,030,000 | $ | 12,000,000 | 139,000 | Reno, NV |
Mortgage | ||||||||||||||||||||||||||||
Ownership | Purchase | Purchase | Debt at | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Yerington Plaza Shopping Center | 100.0 | % | shopping center | 03/08/99 | $ | 4,422,000 | $ | 3,316,000 | 56,000 | Yerington, NV |
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Mortgage | ||||||||||||||||||||||||||||
Ownership | Purchase | Purchase | Debt at | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Belmont Plaza | 100.0 | % | shopping center | 06/11/99 | $ | 3,550,000 | $ | 2,840,000 | 81,000 | Pueblo, CO | ||||||||||||||||||
Village Fashion Center | 100.0 | shopping center | 06/18/99 | 8,800,000 | 6,600,000 | 130,000 | Wichita, KS | |||||||||||||||||||||
Palm Court Shopping Center | 100.0 | shopping center | 08/03/99 | 8,988,000 | 8,500,000 | 267,000 | Fontana, CA |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Town & Country Village Shopping Center | 100.0 | % | shopping center | 07/01/99 | $ | 23,800,000 | $ | 21,339,000 | 235,000 | Sacramento, CA |
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Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Pueblo Shopping Center | 100.0 | % | shopping center | 11/03/99 | $ | 7,075,000 | $ | 5,306,000 | 106,000 | Pueblo, CO |
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Share of | Share of | |||||||||||||||||||||||
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||
Bank One Building | 94.5 | % | office | 11/22/99 | $ | 8,250,000 | $ | 7,645,000 | 129,000 | Colorado Springs, CO | ||||||||||||||
White Lakes Shopping Center | 100.0 | shopping center | 03/15/00 | 14,688,000 | 12,200,000 | 437,000 | Topeka, KS |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
County Fair Mall | 100.0 | % | shopping center | 12/15/99 | $ | 15,850,000 | $ | 12,035,000 | 397,000 | Woodland, CA |
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Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||
Moreno Corporate Center | 100.0 | % | retail, office and industrial | 06/16/00 | $ | 11,600,000 | $ | 8,425,000 | 226,000 | Moreno Valley, CA |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Westway Shopping Center | 100.0 | % | shopping center | 8/09/00 | $ | 9,550,000 | $ | 7,125,000 | 220,000 | Wichita, KS |
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Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Orange Street Plaza | 100.0 | % | shopping center | 07/14/00 | $ | 8,200,000 | $ | 6,500,000 | 74,000 | Redlands, CA |
Share of | Share of | |||||||||||||||||||||||||||
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Bowling Green Financial Park | 81.0 | % | 7 office buildings | 12/27/00 | $ | 12,960,000 | $ | 9,955,000 | 235,000 | Sacramento, CA |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Galena Street Building | 100.0 | % | office | 11/30/00 | $ | 7,225,000 | $ | 5,275,000 | 71,000 | Denver, CO |
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Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase * | (Sq Ft) | Location | |||||||||||||||||||
Market Centre | 100.0 | % | office — certified historic building | 11/01/00 | $ | 3,400,000 | $ | 2,070,000 | 122,000 | Wichita, KS |
* | Includes $1,070,000 mortgage debt and $1,000,000 in note units assumed at close. |
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Sacramento Corporate Center | 100.0 | % | office | 3/12/01 | $ | 31,000,000 | $ | 22,250,000 | 193,000 | Sacramento, CA |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Dry Creek Centre | 100.0 | % | office | 1/31/01 | $ | 11,100,000 | $ | 8,350,000 | 86,000 | Englewood, CO |
Share of | Share of | |||||||||||||||||||||||||||
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Western Plaza | 100.0 | % | shopping center | 07/31/01 | $ | 5,000,000 | $ | 4,250,000 | 412,000 | Amarillo, TX |
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Date of | Ownership | on Sale of | ||||||||||||||
Property Name | Purchase | Date of Sale | Interest | Real Estate | ||||||||||||
1840 Aerojet | 9/27/01 | 9/27/05 | 100 | % | $ | 489,000 | ||||||||||
Pacific Corporate Park | 3/25/02 | 12/28/05 | 40 | 1,135,000 |
�� | ||||||||||||||||||||||||||||
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Camelot Plaza Shopping Center | 100.0% | shopping center | 8/01/01 | $ | 6,350,000 | $ | 4,128,000 | 91,000 | San Antonio, TX |
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Washington Square Center | 100.0% | shopping center | 10/16/01 | $ | 7,263,000 | $ | 4,890,000 | 72,000 | Stephenville, TX |
Share of | ||||||||||||||||||||||||||||
Ownership | Purchase | Share of | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Purchase Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Reno Trademark Building | 60.0% | office/industrial | 9/04/01 | $ | 4,378,000 | $ | 1,620,000 | 75,000 | Reno, NV |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
One Gateway Plaza | 100.0% | office | 7/30/01 | $ | 12,550,000 | $ | 9,375,000 | 113,000 | Colorado Springs, CO |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
1900 Aerojet Way | 100.0% | office/industrial | 8/31/01 | $ | 5,067,000 | $ | 3,625,000 | 107,000 | Las Vegas, NV |
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Timberhills Shopping Center | 100.0% | shopping center | 11/27/01 | $ | 9,180,000 | $ | 6,390,000 | 102,000 | Sonora, CA |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Addison Com Center | 100.0% | office | 10/31/01 | $ | 10,500,000 | $ | 7,750,000 | 96,000 | Addison, TX |
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County Center Building | 100.0% | distribution/warehouse/office | 9/28/01 | $ | 5,395,000 | $ | 3,210,000 | 78,000 | Temecula, CA |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
City Center West “B” | 100.0% | office | 1/23/02 | $ | 20,800,000 | $ | 14,650,000 | 104,000 | Las Vegas, NV |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Araphoe Service Center II | 100.0% | office/flex complex | 4/19/02 | $ | 8,038,000 | $ | 5,000,000 | 79,000 | Englewood, CO |
Share of | Share of | |||||||||||||||||||||||||||
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
City Center West “A” | 10.9% | office | 3/15/02 | $ | 2,362,000 | $ | 1,417,000 | 106,000 | Las Vegas, NV |
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Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Titan Building and Titan Plaza | 51.5% | office | 04/17/02 | $ | 4,721,000 | $ | 3,090,000 | 131,000 | San Antonio, TX |
Share of | Share of | |||||||||||||||||||||||||||
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Pacific Corporate Park | 60.0% | 6-building office park | 03/25/02 | $ | 14,237,000 | $ | 9,300,000 | 167,000 | Lake Forest, CA |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
North Reno Plaza Shopping Center | 100.0% | shopping center | 6/19/02 | $ | 7,200,000 | $ | 5,400,000 | 130,000 | Reno, NV |
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Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Brookhollow Park | 100.0% | office | 7/03/02 | $ | 15,360,000 | $ | 10,250,000 | 102,000 | San Antonio, TX |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Galleria Office Building | 100.0% | office | 9/11/02 | $ | 3,420,000 | $ | 1,962,000 | 14,000 | Henderson, NV |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Bryant Ranch Shopping Center | 100.0% | shopping center | 9/05/02 | $ | 10,080,000 | $ | 6,222,000 | 94,000 | Yorba Linda, CA |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
4241 Bowling Drive | 100.0 | % | office | 9/25/02 | $ | 5,200,000 | $ | 3,092,000 | 68,000 | Sacramento, CA |
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Wolf Pen Plaza | 100.0 | % | shopping center | 9/24/02 | $ | 16,220,000 | $ | 12,265,000 | 170,000 | College Station, TX |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Alamosa Plaza Shopping Center | 100.0 | % | shopping center | 10/08/02 | $ | 18,500,000 | $ | 13,500,000 | 78,000 | Las Vegas, NV |
Share of | ||||||||||||||||||||||||||||
Ownership | Purchase | Share of | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Purchase Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Saddleback Financial Center | 75.0 | % | office | 9/25/02 | $ | 8,304,000 | $ | 5,738,000 | 72,000 | Laguna Hills, CA |
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Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Kahana Gateway Shopping Center and Professional Bldg | 100.0 | % | retail/office | 12/20/02 | $ | 19,400,000 | $ | 13,041,000 | 80,000 | Maui, HI |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Springtown Mall Shopping Center | 100.0 | % | shopping center | 12/09/02 | $ | 6,490,000 | $ | 4,700,000 | 96,000 | San Marcos, TX |
Share of | ||||||||||||||||||||||||||||
Ownership | Purchase | Share of | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Purchase Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Congress Center | 64.5 | % | office | 01/09/03 | $ | 87,790,000 | $ | 61,839,000 | 525,000 | Chicago, IL |
Share of | ||||||||||||||||||||||||||
Ownership | Purchase | Share of | Mortgage Debt | GLA | ||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Purchase Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||
Park Sahara Office Park | 95.25 | % | 5- building office park | 3/18/03 | $ | 11,621,000 | $ | 8,001,000 | 124,000 | Las Vegas, NV |
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Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Parkwood I & II | 100.0 | % | office | 12/31/02 | $ | 20,436,000 | $ | 13,922,000 | 196,000 | Woodlands, TX |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||
Beltline — 114 and Royal Ridge Tech | 100.0 | % | 2 office buildings | 04/01/03 | $ | 9,550,000 | $ | 6,150,000 | 84,000 | Irving, TX |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Parkway Towers Office Park | 100.0 | % | office | 5/09/03 | $ | 12,450,000 | $ | 6,000,000 | 190,000 | Nashville, TN |
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Buschwood III Office Park | 100.0 | % | office | 3/25/03 | $ | 6,983,000 | $ | 4,600,000 | 77,000 | Tampa, FL |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Xerox Centre | 100.0 | % | office | 6/16/03 | $ | 60,500,000 | $ | 45,375,000 | 318,000 | Santa Ana, CA |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Netpark | 100.0 | % | office | 6/11/03 | $ | 47,000,000 | $ | 31,500,000 | 911,000 | Tampa, FL |
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Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
602 Sawyer | 100.0 | % | office | 6/5/03 | $ | 9,270,000 | $ | 5,850,000 | 86,000 | Houston, TX |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Jefferson Square | 100.0 | % | office/retail | 7/28/03 | $ | 20,125,000 | $ | 13,070,000 | 146,000 | Seattle, WA |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Arapahoe Business Park I & II | 100.0 | % | office | 8/11/03 | $ | 7,988,000 | $ | 5,200,000 | 133,000 | Centennial, CO |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
901 Corporate Center | 100.0 | % | office | 8/15/03 | $ | 16,150,000 | $ | 11,310,000 | 101,000 | Monterey Park, CA |
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Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Jamboree Promenade | 100.0 | % | retail | 7/25/03 | $ | 20,200,000 | $ | 15,000,000 | 59,000 | Irvine, CA |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Executive Center II & III | 100.0 | % | office | 8/1/03 | $ | 24,600,000 | $ | 14,950,000 | 381,000 | Dallas, TX |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Union Pines | 100.0 | % | office | 10/08/03 | $ | 15,000,000 | $ | 9,060,000 | 134,000 | Tulsa, OK |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
1410 Renner Road | 100.0 | % | office | 10/29/03 | $ | 13,900,000 | $ | 8,740,000 | 117,000 | Richardson, TX |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Westbay Office Park | 100.0 | % | office | 12/15/03 | $ | 23,600,000 | $ | 15,000,000 | 108,000 | Las Vegas, NV |
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Parkway Corporate Plaza | 100.0 | % | office | 11/10/03 | $ | 63,650,000 | $ | 45,000,000 | 287,000 | Roseville, CA |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Business Bank of Nevada | 100.0 | % | office | 12/08/03 | $ | 5,700,000 | $ | 3,750,000 | 27,000 | Las Vegas, NV |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
1401 Enclave Parkway | 100.0 | % | office | 12/22/03 | $ | 34,500,000 | $ | 23,600,000 | 207,000 | Houston, TX |
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Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Arapahoe Service Center | 100.0 | % | office | 1/29/04 | $ | 10,100,000 | $ | 6,500,000 | 144,000 | Englewood, CO |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
AmberOaks Corporate Center | 100.0 | % | three office buildings | 1/20/04 | $ | 22,965,000 | $ | 15,000,000 | 207,000 | Austin, TX |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Lakeside Tech Center | 100.0 | % | office | 2/6/04 | $ | 19,788,000 | $ | 14,625,000 | 223,000 | Tampa, FL |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Corporate Court | 100.0 | % | office | 3/25/04 | $ | 7,570,000 | $ | 5,000,000 | 67,000 | Irving, TX |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
801 K Street | 100.0 | % | office | 3/31/04 | $ | 65,780,000 | $ | 41,350,000 | 336,000 | Sacramento, CA |
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100 Cyberonics Drive | 100.0 | % | office | 3/19/04 | $ | 15,580,000 | $ | 10,500,000 | 144,000 | Houston, TX |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Enterprise Technology Center | 100.0 | % | office | 5/07/04 | $ | 61,300,000 | $ | 36,500,000 | 370,000 | Scotts Valley, CA |
Share of | Share of | |||||||||||||||||||||||||||
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Western Place I and II | 21.5 | % | office complex | 07/23/04 | $ | 7,203,000 | $ | 5,160,000 | 431,000 | Fort Worth, TX |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Oakey Building | 100.0 | % | office | 04/02/04 | $ | 8,137,000 | $ | 4,000,000 | 98,000 | Las Vegas, NV |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
River Rock Business Center | 100.0 | % | office | 06/11/04 | $ | 15,200,000 | $ | 9,300,000 | 158,000 | Murfreesboro, TN |
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Great Oaks Center | 100.0 | % | office complex | 06/30/04 | $ | 27,050,000 | $ | 20,000,000 | 233,000 | Atlanta, GA |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Two Sugar Creek | 100.0 | % | office | 07/12/04 | $ | 21,850,000 | $ | 16,000,000 | 143,000 | Houston, TX |
Ownership | Purchase | Mortgage Debt | GLA | |||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Purchase Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Emerald Plaza | 100.0 | % | office | 06/14/04 | $ | 100,940,000 | $ | 68,500,000 | 355,000 | San Diego, CA |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Beltway 8 Corporate Centre | 100.0 | % | office | 7/22/04 | $ | 16,200,000 | $ | 10,530,000 | 101,000 | Houston, TX |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Reserve at Maitland | 100.0 | % | office | 8/18/04 | $ | 29,870,000 | $ | 21,750,000 | 197,000 | Maitland, FL |
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One Financial Plaza | 22.4 | % | office | 08/06/04 | $ | 8,288,000 | $ | 6,888,000 | 434,000 | St. Louis, MO |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Las Cimas II and III | 100.0 | % | office complex | 9/27/04 | $ | 73,100,000 | $ | 46,800,000 | 313,000 | Austin, TX |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Embassy Plaza | 100.0 | % | office | 10/29/04 | $ | 17,000,000 | $ | 9,900,000 | 132,000 | Omaha, NE |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
9800 Goethe Road | 100.0 | % | office | 10/07/04 | $ | 17,850,000 | $ | 14,800,000 | 111,000 | Sacramento, CA |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
2800 East Commerce Place | 100.0 | % | office | 11/19/04 | $ | 18,025,000 | $ | 11,375,000 | 136,000 | Tucson, AZ |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Fountain Square | 100.0 | % | office complex | 10/28/04 | $ | 51,500,000 | $ | 36,250,000 | 242,000 | Boca Raton, FL |
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Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Satellite Place | 100.0 | % | office | 11/29/04 | $ | 12,256,000 | $ | 8,500,000 | 112,000 | Duluth, GA |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | At Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Mission Spring Creek Apartments | 100.0 | % | apartment | 11/12/04 | $ | 11,513,000 | $ | 8,750,000 | 196,000 | Garland, TX |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Fountainhead Park I and II | 100.0 | % | office | 12/8/04 | $ | 27,350,000 | $ | 18,900,000 | 171,000 | San Antonio, TX |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Oak Park Office Center | 100.0 | % | office | 11/12/04 | $ | 29,149,000 | $ | 21,800,000 | 173,000 | Houston, TX |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
City Centre Place | 100.0 | % | office | 11/05/04 | $ | 29,480,000 | $ | 21,500,000 | 103,000 | Las Vegas, NV |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Mission University Place Apartments | 100.0 | % | apartment | 12/30/04 | $ | 16,000,000 | $ | 11,500,000 | 231,000 | Charlotte, NC |
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Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Mission Mallard Creek Apartments | 100.0 | % | apartment | 12/30/04 | $ | 14,338,000 | $ | 9,300,000 | 233,000 | Charlotte, NC |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Town Center Business Park | 100.0 | % | office | 1/06/05 | $ | 30,910,000 | $ | 22,000,000 | 177,000 | Santa Fe Springs, CA |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
4 Hutton Center Drive | 100.0 | % | office | 1/07/05 | $ | 49,000,000 | $ | 32,000,000 | 210,000 | South Coast Metro, CA |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Mission Collin Creek Apartments | 100.0 | % | apartment | 1/19/05 | $ | 18,283,000 | $ | 13,600,000 | 267,000 | Plano, TX |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Satellite Place Office Park | 100.0 | % | office | 2/24/05 | $ | 19,410,000 | $ | 13,900,000 | 175,000 | Duluth, GA |
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Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Chatsworth Business Park | 100.0 | % | office | 3/30/05 | $ | 46,775,000 | $ | 33,750,000 | 232,000 | Chatsworth, CA |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
2400 West Marshall Drive | 100.0 | % | office | 4/12/05 | $ | 9,470,000 | $ | 6,875,000 | 111,000 | Grand Prairie, TX |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
411 East Wisconsin Avenue | 100.0 | % | office | 4/29/05 | $ | 95,000,000 | $ | 70,000,000 | 654,000 | Milwaukee, WI |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Building Ten — Met Center | 100.0 | % | office | 4/08/05 | $ | 44,880,000 | $ | 32,000,000 | 346,000 | Austin, TX |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
4501 Tamiami Trail | 100.0 | % | office | 5/02/05 | $ | 21,000,000 | $ | 13,500,000 | 78,000 | Naples, FL |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
The Park at Spring Creek Apartments | 100.0 | % | apartment | 6/08/05 | $ | 14,317,000 | $ | 11,040,000 | 185,000 | Tomball, TX |
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Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Inverness Business Park | 100.0 | % | office | 6/10/05 | $ | 12,950,000 | $ | 9,500,000 | 112,000 | Englewood, CO |
�� | ||||||||||||||||||||||||||||
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Waterway Plaza I and II | 100.0 | % | office | 6/20/05 | $ | 74,148,000 | $ | 60,000,000 | 366,000 | The Woodlands, TX |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Papago Spectrum | 100.0 | % | office | 7/29/05 | $ | 26,375,000 | $ | 19,000,000 | 160,000 | Tempe, AZ |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
The Sanctuary at Highland Oaks | 100.0 | % | apartment | 7/29/05 | $ | 54,540,000 | $ | 35,300,000 | 495,000 | Tampa, FL |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Building 15 — Met Center | 100.0 | % | office | 8/19/05 | $ | 37,500,000 | $ | 28,000,000 | 258,000 | Austin, TX |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Maitland Promenade II | 100.0 | % | office | 9/12/05 | $ | 44,393,000 | $ | 32,250,000 | 230,000 | Orlando, FL |
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Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
One Chesterfield Place | 100.0 | % | office | 9/9/05 | $ | 28,474,000 | $ | 18,810,000 | 143,000 | Chesterfield, MO |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Sixth Avenue West | 100.0 | % | office | 9/13/05 | $ | 15,500,000 | $ | 10,300,000 | 125,000 | Golden, CO |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Netpark | 50.0 | % | office | 9/30/05 | $ | 33,500,000 | $ | 21,500,000 | 913,000 | Tampa, FL |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | At Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Britannia Business Center | 100.0 | % | office | 9/30/05 | $ | 45,290,000 | $ | 35,000,000 | 191,000 | Pleasanton, CA |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Parkway Crossing Apartments | 100.0 | % | apartment | 10/28/05 | $ | 11,330,000 | $ | 9,100,000 | 184,000 | Asheville, NC |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Saturn Business Park | 100.0 | % | office | 10/20/05 | $ | 22,660,000 | $ | 16,100,000 | 121,000 | Brea, CA |
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Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
Forest Office Park | 100.0 | % | office | 11/9/05 | $ | 20,850,000 | $ | 15,300,000 | 223,000 | Richmond, VA |
Ownership | Purchase | Purchase | Mortgage Debt | GLA | ||||||||||||||||||||||||
Property Name | Interest | Type of Property | Date | Price | at Purchase | (Sq Ft) | Location | |||||||||||||||||||||
One Nashville Place | 100.0 | % | office | 11/30/05 | $ | 79,750,000 | $ | 58,000,000 | 411,000 | Nashville, TN |
• | the continuation, renewal or enforcement of the advisory agreement; | |
• | public offerings of equity by us, which likely entitle our advisor to increased asset management fees as to properties acquired with the offering proceeds; | |
• | property sales, which entitle our advisor to possible incentive distributions; | |
• | property acquisitions from third parties, which entitle our advisor to future asset management fees; | |
• | property acquisitions and dispositions, which entitle Realty to real estate commissions and disposition fees, respectively, of which 75% may be passed through to our advisor. | |
• | borrowings to acquire properties, which borrowings may increase the asset management fees payable to our advisor; |
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• | whether and when we seek to list our common stock on a national securities exchange or national market system, which listing would entitle our advisor to a possible incentive distribution; and | |
• | whether and when we seek to sell the company or its assets, which sale could entitle our advisor to an incentive distribution. |
• | the continuation, renewal or enforcement of the dealer manager agreement and any property management agreement entered into with Realty; | |
• | public offerings of equity by us, which entitle the dealer manager to dealer-manager fees and will likely entitle Realty to increased real estate commissions and property management fees, as applicable, upon acquisitions of properties with the offering proceeds; | |
• | property sales, which entitle Realty to disposition fees; | |
• | property acquisitions from third parties, which entitle Realty to real estate commissions or property management fees, or from a Triple Net Properties-sponsored program, which may entitle Realty to a disposition fee from such seller; | |
• | borrowings to acquire properties, which borrowings may increase the real estate commissions and property management fees payable to Realty; |
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• | the effect of the acquisition on the diversification of our portfolio; | |
• | the amount of funds we have available for investment; | |
• | cash flow; and | |
• | the estimated income tax effects of the purchase and subsequent disposition. |
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• | the distributions reinvested during the year; | |
• | the number of shares purchased during the year; | |
• | the per share purchase price for such shares; | |
• | the total administrative charge retained by us on behalf of each participant; and | |
• | the total number of shares purchased on behalf of the participant under the DRIP. |
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• | During the offering period at $9.00 per share; | |
• | During the 12 months following the end of the offering period at $9.25 per share; | |
• | During the next 12 months at $9.50 per share; | |
• | During the next 12 months at $9.75 per share; and | |
• | Thereafter, at the greater of: (a) $10.00 per share; or (b) a price equal to 10 times our “funds available for distribution” per weighted average share outstanding for the prior calendar year. |
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Number of Shares | ||||||||||||
Beneficially | ||||||||||||
Owned as of | Percent if | Percent if | ||||||||||
Commencement of | Minimum | Maximum | ||||||||||
Name | this Offering(1) | is Sold | is Sold | |||||||||
Glenn W. Bunting, Jr. | 1,000 | * | % | * | ||||||||
Robert A. Gary, IV | 1,000 | * | % | * | ||||||||
W. Brand Inlow | 1,000 | * | % | * | ||||||||
D. Fleet Wallace | 1,000 | * | % | * | ||||||||
Louis J. Rogers | — | 0 | % | 0 | % | |||||||
Stanley J. Olander, Jr. | — | 0 | % | 0 | % | |||||||
All Executive Officers and Directors as a Group | 4,000 | 2.0 | % | * |
* | Represents less than 1% of our outstanding common stock. |
(1) | These amounts include shares of restricted stock granted to each individual under our 2006 incentive award plan. |
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• | are entitled to receive distributions authorized by our board of directors after payment of, or provision for, full cumulative distributions on and any required redemptions of shares of preferred stock then outstanding; | |
• | are entitled to share ratably in the distributable assets of our company remaining after satisfaction of the prior preferential rights of the preferred stock and the satisfaction of all of our debts and liabilities in the event of any voluntary or involuntary liquidation or dissolution of our company; and | |
• | do not have preference, conversion, exchange, sinking fund, redemption or appraisal rights or preemptive rights to subscribe for any of our securities. |
• | amend our charter, including, by way of illustration, amendments to provisions relating to director qualifications, fiduciary duty, liability and indemnification, conflicts of interest, investment policies or investment restrictions, except for amendments with respect to classifications and reclassifications of our capital stock and increases or decreases in the aggregate number of shares of our stock or the number of shares of stock of any class or series; | |
• | sell all or substantially all of our assets other than in the ordinary course of our business or as otherwise permitted by law; | |
• | cause a merger or reorganization of our company except that where the merger is effected through our wholly-owned subsidiary and the consideration to be paid by us in the merger consists solely of cash, the merger may be approved solely by our board of directors unless a party to the merger is an affiliate of Triple Net Properties or ROC REIT Advisors, LLC; or | |
• | dissolve or liquidate our company. |
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• | the value of outstanding shares of our capital stock; or | |
• | the value or number (whichever is more restrictive) of outstanding shares of our common stock. |
• | result in any person owning, directly or indirectly, shares of our capital stock in excess of the foregoing ownership limitations; |
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• | result in our capital stock being owned by fewer than 100 persons, determined without reference to any rules of attribution; | |
• | result in our company being “closely held” under the federal income tax laws; | |
• | cause our company to own, actually or constructively, 9.9% or more of the ownership interests in a tenant of our real property, under the federal income tax laws; or | |
• | before our shares constitute a class of “publicly-offered securities,” result in 25% or more of our shares being owned by ERISA investors; |
• | the price per share such prohibited owner paid for the shares of capital stock that were designated as shares-in-trust or, in the case of a gift or devise, the market price per share on the date of such transfer; or | |
• | the price per share received by the trust from the sale of such shares-in-trust. |
• | the price per share in the transaction that created such shares-in-trust or, in the case of a gift or devise, the market price per share on the date of such transfer; or | |
• | the market price per share on the date that our company, or our designee, accepts such offer. |
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• | the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, | |
• | the director or officer actually received an improper personal benefit in money, property or services, or | |
• | in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. |
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• | the party was acting on behalf of or performing services on the part of our company; | |
• | our directors, our officers, our advisor or our advisor’s affiliates have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of our company; | |
• | such indemnification or agreement to be held harmless is recoverable only out of our net assets and not from our stockholders; and | |
• | such liability or loss was not the result of: |
• | negligence or misconduct by our officers or directors (other than the independent directors) or our advisor or their affiliates; or | |
• | gross negligence or willful misconduct by the independent directors. |
• | there has been a successful determination on the merits of each count involving alleged securities law violations as to the party seeking indemnification; | |
• | such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the party seeking indemnification; or | |
• | a court of competent jurisdiction approves a settlement of the claims against the party seeking indemnification and finds that indemnification of the settlement and related costs should be made and the court considering the request has been advised of the position of the Securities and Exchange Commission and of the published opinions of any state securities regulatory authority in which shares of our stock were offered and sold as to indemnification for securities law violations. |
• | the legal action relates to acts or omissions with respect to the performance of duties or services by the indemnified party for or on behalf of our company; | |
• | the legal action is initiated by a third party who is not a stockholder of our company or the legal action is initiated by a stockholder of our company acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; | |
• | the party receiving such advances furnishes our company with a written statement of his or her good faith belief that he or she has met the standard of conduct described above; and |
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• | the indemnified party receiving such advances furnishes to our company a written undertaking, personally executed on his or her behalf, to repay the advanced funds to our company, together with the applicable legal rate of interest thereon, if it is ultimately determined that he or she did not meet the standard of conduct described above. |
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• | accepting the securities of the entity that would be created or would survive after the successful completion of the roll-up transaction offered in the proposed roll-up transaction; or | |
• | one of the following: |
• | remaining stockholders of our company and preserving their interests in our company on the same terms and conditions as existed previously; or | |
• | receiving cash in an amount equal to the stockholder’s pro rata share of the appraised value of our net assets. |
• | which would result in the stockholders having voting rights in the entity that would be created or would survive after the successful completion of the roll-up transaction that are less than those |
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provided in our charter, including rights with respect to the election and removal of directors, annual reports, annual and special meetings, amendment of the charter, and dissolution of our company; | ||
• | which includes provisions that would operate as a material impediment to, or frustration of, the accumulation of shares by any purchaser of the securities of the entity that would be created or would survive after the successful completion of the roll-up transaction, except to the minimum extent necessary to preserve the tax status of such entity, or which would limit the ability of an investor to exercise the voting rights of its securities of the entity that would be created or would survive after the successful completion of the roll-up transaction on the basis of the number of shares held by that investor; | |
• | in which our stockholder’s rights to access of records of the entity that would be created or would survive after the successful completion of the roll-up transaction will be less than those provided in our charter and described in “Inspection of Books and Records,” above; or | |
• | in which our company would bear any of the costs of the roll-up transaction if our stockholders do not approve the roll-up transaction. |
Business Combinations |
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Control Share Acquisitions |
(1) a person who makes or proposes to make a control share acquisition, | |
(2) an officer of the corporation, or | |
(3) an employee of the corporation who is also a director of the corporation. |
(a) one-tenth or more but less than one-third, | |
(b) one-third or more but less than a majority, or | |
(c) a majority or more of all voting power. |
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• | a classified board, | |
• | two-thirds vote requirements for removing a director, | |
• | a requirement that the number of directors be fixed only by vote of the directors, | |
• | a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the directorship in which the vacancy occurred, and | |
• | a majority requirement for the calling of a special meeting of stockholders. |
• | the fact of the common directorship or interest is disclosed to or known by the directors and the transaction is authorized, approved or ratified by the disinterested directors; or | |
• | the fact of the common directorship or interest is disclosed to or known by our stockholders and the transaction is authorized approved or ratified by the disinterested stockholders; or | |
• | the transaction is fair and reasonable to our company. |
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• | result in any person owning, directly or indirectly, stock in excess of the ownership limit; | |
• | result in our shares of capital stock being owned by fewer than 100 persons, determined without reference to any rules of attribution; | |
• | result in our company being “closely held” under the federal income tax laws; | |
• | cause us to own, actually or constructively, 10% or more of the ownership interests in a tenant of our real property; or | |
• | cause the acquisition of common stock by such redeeming limited partner to be “integrated” with any other distribution of common stock for purposes of complying with the Securities Act. |
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• | our Invested Capital, as defined below; and | |
• | any remaining shortfall in an 8% per annum cumulative, non-compounded return on adjusted Invested Capital as determined in the paragraph below, or 8% return. |
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• | all expenses relating to our formation and continuity of existence; | |
• | all expenses relating to our public offering, including our company’s organizational expenses; | |
• | all expenses associated with the preparation and filing of any periodic reports under federal, state or local laws or regulations; | |
• | all expenses associated with compliance with laws, rules and regulations promulgated by any regulatory body; | |
• | acquisition expenses incurred in connection with the selection, evaluation and acquisition of our properties; | |
• | the actual cost of goods and services used by us and obtained from entities not affiliated with our advisor, other than acquisition expenses; | |
• | interest and other costs for borrowed money, including discounts, points and other similar fees; | |
• | taxes and assessments on income of our company or its real estate assets; | |
• | costs associated with insurance required in connection with our business or by our directors; | |
• | expenses of managing and operating properties owned by our company, payable to the property manager, whether or not the property manager is an affiliate of our company. | |
• | all compensation and expenses payable to the independent directors and all expenses payable to the non-independent directors in connection with their services to the company and the stockholders and their attendance at meetings of the directors and stockholders; | |
• | expenses associated with a listing, if applicable, or with the issuance and distribution of our common stock, such as selling commissions and fees, marketing and advertising expenses, taxes, legal and accounting fees, listing and registration fees, and other organizational and offering expenses; | |
• | expenses connected with payments of distributions in cash or otherwise made or caused to be made by our company to our stockholders; | |
• | expenses of amending, converting liquidating or terminating our company or the charter; | |
• | expenses of maintaining communications with stockholders, including the cost of preparation, printing, and mailing annual and other stockholder reports, proxy statements and other reports required by governmental entities; | |
• | administrative services expenses (including personnel costs; provided, however, that no reimbursement shall be made for costs of personnel to the extent that such personnel perform services in transactions for which our advisor receives a separate fee); | |
• | transfer agent and registrar’s fees and charges paid to third parties; | |
• | audit, accounting, legal and other professional fees; and | |
• | all other operating or administrative costs incurred by our company in the ordinary course of business on behalf of our operating partnership. |
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(1) First, 100% to our company to the extent operating losses previously allocated 100% to us pursuant to clause (2) under Operating Losses below; and | |
(2) Thereafter, any remaining operating income will be allocated 100% to our company. |
(1) First, 100% to our company to the extent of operating income previously allocated 100% to us pursuant to clause (2) under Operating Income above; | |
(2) Thereafter, any remaining operating losses will be allocated 100% to our company. |
(1) First, 100% to our company to the extent of losses from property sales previously allocated 100% to us pursuant to clause (2) under Losses from Capital Transactions below; | |
(2) Second, 100% to our company until we have been allocated an aggregate amount equal to the sum of (A) any depreciation or amortization recapture associated with the operating partnership’s investment in the property sold, and (B) any remaining shortfall in our 8% return that is distributed to us in connection with the sale of the property; and |
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(3) Thereafter, any remaining gain will be allocated 85% to our company and 15% to our advisor. |
(1) First, 85% to our company and 15% to our advisor to the extent of gain from property sales previously allocated to us and the advisor in that same proportion pursuant to clause (3) under Gains from Capital Transactions above; and | |
(2) Thereafter, any remaining loss will be allocated 100% to our company. |
(1) First, to our company until our aggregate capital account balance equals the sum of (A) the Invested Capital and (B) the cumulative 8% return that has not previously been distributed; and | |
(2) Thereafter, any remaining gain will be allocated 85% to our company and 15% to our advisor. |
(1) First, 85% to our company and 15% to our advisor to the extent of gain from property sales previously allocated to us and the advisor in that same proportion pursuant to clause (3) under Gains from Capital Transactions above; and | |
(2) Thereafter, any remaining loss will be allocated 100% to our company. |
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• | we will pay federal income tax on taxable income, including net capital gain, that we do not distribute to our stockholders during, or within a specified time period after, the calendar year in which the income is earned; | |
• | we may be subject to the “alternative minimum tax” on any items of tax preference that we do not distribute or allocate to our stockholders; | |
• | we will pay income tax at the highest corporate rate on (1) net income from the sale or other disposition of property acquired through foreclosure that we hold primarily for sale to customers in the ordinary course of business and (2) other non-qualifying income from foreclosure property; | |
• | we will pay a 100% tax on our net income from sales or other dispositions of property, other than foreclosure property, that we hold primarily for sale to customers in the ordinary course of business; |
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• | if we fail to satisfy either the 75% gross income test or the 95% gross income test, as described below under “— Requirements for Qualification — Income Tests,” and nonetheless continue to qualify as a REIT because we meet other requirements, we will pay a 100% tax on (1) the gross income attributable to the greater of the amounts by which we fail the 75% and 95% gross income tests, multiplied by (2) a fraction intended to reflect our profitability; | |
• | if we fail to distribute during a calendar year at least the sum of (1) 90% of our REIT ordinary net income for such year, (2) 90% of our REIT capital gain net income for such year (unless an election is made as provided below), and (3) any undistributed taxable income from prior periods, we will pay a 4% excise tax on the excess of such required distribution over the amount we actually distributed; | |
• | we may elect to retain and pay income tax on our net long-term capital gain; and | |
• | if we acquire any asset from a C corporation, or a corporation generally subject to full corporate-level tax, in a merger or other transaction in which we acquire a tax basis determined by reference to the C corporation’s basis in the asset, we will pay tax at the highest regular corporate rate if we recognize gain on the sale or disposition of such asset during the 10-year period after we acquire such asset. The amount of gain on which we will pay tax is the lesser of (1) the amount of gain that we recognize at the time of the sale or disposition and (2) the amount of gain that we would have recognized if we had sold the asset at the time we acquired the asset. |
(1) it is managed by one or more trustees or directors; | |
(2) its beneficial ownership is evidenced by transferable shares, or by transferable certificates of beneficial interest; | |
(3) it would be taxable as a domestic corporation, but for the REIT provisions of the federal income tax laws; | |
(4) it is neither a financial institution nor an insurance company subject to specified provisions of the federal income tax laws; | |
(5) at least 100 persons are beneficial owners of its shares or ownership certificates; | |
(6) not more than 50% in value of its outstanding shares or ownership certificates is owned, directly or indirectly, by five or fewer individuals, including specified entities, during the last half of any taxable year; | |
(7) it elects to be a REIT, or has made such election for a previous taxable year, and satisfies all relevant filing and other administrative requirements established by the Internal Revenue Service that must be met to elect and maintain REIT status; | |
(8) it uses a calendar year for federal income tax purposes and complies with the record keeping requirements of the federal income tax laws; and | |
(9) it meets other qualification tests, described below, regarding the nature of its income and assets. |
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• | “rents from real property;” | |
• | interest on debt or obligations secured by mortgages on real property or on interests in real property; and | |
• | dividends or other distributions on and gain from the sale of shares in other REITs. |
• | The amount of rent must not be based, in whole or in part, on the income or profits of any person, but may be based on a fixed percentage or percentages of gross receipts or sales. |
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• | Neither we nor a direct or indirect owner of 10% or more of our stock may own, actually or constructively, 10% or more of a tenant from whom we receive rent, known as a “related party tenant.” | |
• | If the rent attributable to the personal property leased in connection with a lease of our real property exceeds 15% of the total rent received under the lease, the rent that is attributable to personal property will not qualify as “rents from real property.” |
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• | our failure to meet such tests is due to reasonable cause and not due to willful neglect; | |
• | we attach a schedule of the sources of our income to our tax return; and | |
• | any incorrect information on the schedule was not due to fraud with intent to evade tax. |
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• | cash or cash items, including receivables specified in the federal tax laws; | |
• | government securities; | |
• | interests in mortgages on real property; | |
• | stock of other REITs; | |
• | investments in stock or debt instruments but only during the one-year period following our receipt of new capital that we raise through equity offerings or offerings of debt with a term of at least five years; or | |
• | interests in real property, including leaseholds and options to acquire real property and leaseholds. |
• | the sum of (1) 90% of our “REIT taxable income,” computed without regard to the dividends paid deduction and excluding our net capital gain or loss, and (2) 90% of our after-tax net income, if any, from foreclosure property; minus | |
• | the sum of specified items of non-cash income. |
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• | 85% of our REIT ordinary income for such year; | |
• | 95% of our REIT capital gain income for such year; and | |
• | any undistributed taxable income from prior periods; |
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• | a citizen or resident of the United States; | |
• | a corporation, partnership, or other entity created or organized in or under the laws of the United States or of an political subdivision thereof; | |
• | an estate whose income from sources without the United States is includable in gross income for U.S. federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States; or | |
• | any trust with respect to which (A) a U.S. court is able to exercise primary supervision over the administration of such trust and (B) one or more U.S. persons have the authority to control all substantial decisions of the trust. |
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• | is a corporation or comes within another exempt category and, when required, demonstrates this fact; or | |
• | provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with the applicable requirements of the backup withholding rules. |
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• | the percentage of the dividends that the tax-exempt trust must otherwise treat as unrelated business taxable income is at least 5%; | |
• | we qualify as a REIT by reason of the modification of the rule requiring that no more than 50% of our shares be owned by five or fewer individuals that allows the beneficiaries of the pension trust to be treated as holding our stock in proportion to their actuarial interests in the pension trust; and | |
• | either (A) one pension trust owns more than 25% of the value of our stock or (B) a group of pension trusts individually holding more than 10% of the value of our stock collectively owns more than 50% of the value of our stock. |
• | a lower treaty rate applies and the non-U.S. stockholder files the required form evidencing eligibility for that reduced rate with us; or | |
• | the non-U.S. stockholder files an IRS Form W-8ECI with us claiming that the distribution is effectively connected income. |
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• | the gain is effectively connected with the non-U.S. stockholder’s U.S. trade or business, in which case the non-U.S. stockholder will be subject to the same treatment as U.S. stockholders with respect to such gain; or | |
• | the non-U.S. stockholder is a nonresident alien individual who was present in the U.S. for 183 days or more during the taxable year, in which case the non-U.S. stockholder will incur a 30% tax on his capital gains. |
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• | will be in accordance with the documents and instruments covering the investments by such plan; | |
• | will allow the plan to satisfy the diversification requirements of ERISA, if applicable; | |
• | will result in unrelated business taxable income to the plan; | |
• | will provide sufficient liquidity; and | |
• | is prudent under the general ERISA standards. |
• | “widely-held;” | |
• | “freely-transferable;” and | |
• | either part of a class of securities registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, or sold in connection with an effective registration statement under the Securities Act, provided the securities are registered under the Securities Exchange Act of 1934 within 190 days after the end of the fiscal year of the issuer during which the offering occurred. |
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• | any restriction on or prohibition against any transfer or assignment that would result in the termination or reclassification of an entity for federal or state tax purposes, or that otherwise would violate any federal or state law or court order; | |
• | any requirement that advance notice of a transfer or assignment be given to the issuer; | |
• | any administrative procedure that establishes an effective date, or an event, such as completion of an offering, prior to which a transfer or assignment will not be effective; and | |
• | any limitation or restriction on transfer or assignment that is not imposed by the issuer or a person acting on behalf of the issuer. |
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• | a maximum of 100,000,000 shares offered to residents of our sales states; and | |
• | up to 5,000,000 shares offered to our stockholders under our distribution reinvestment plan. |
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Marketing allowance | $ | 25,000,000 | ||
Selling commissions | 70,000,000 | |||
Salary allocations of sales and marketing managers and their support personnel(1)(2) | 3,794,000 | |||
Reimbursement of due diligence expenses(1)(3) | 5,000,000 | |||
Total | $ | 103,794,000 |
(1) | Amounts shown are estimates. |
(2) | These costs are borne by Triple Net Properties and are not reimbursed by us. |
(3) | We may reimburse the dealer-manager for reimbursements it may make to broker-dealers for reasonable bona fide due diligence expenses up to a maximum of 0.5% of our gross offering proceeds. |
Maximum Percent of | ||||
Gross Offering | ||||
Expense | Proceeds | |||
Selling commissions | 7.0 | % | ||
Marketing allowance | 2.5 | |||
Bona fide due diligence reimbursement | 0.5 | |||
All other organization and offering expenses | 1.5 | |||
Total | 11.5 | % | ||
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Price | ||||||||
Commission | per | |||||||
Shares Purchased in the Transaction | Rate | Share | ||||||
1 to 50,000 | 7.0% | $ | 10.00 | |||||
50,001 to 100,000 | 6.0% | $ | 9.90 | |||||
100,001 to 200,000 | 5.0% | $ | 9.80 | |||||
200,001 to 500,000 | 4.0% | $ | 9.70 | |||||
500,001 to 750,000 | 3.0% | $ | 9.60 | |||||
750,001 to 1,000,000 | 2.0% | $ | 9.50 | |||||
1,000,001 and up | 1.0% | $ | 9.40 |
• | 50,000 shares at $10.00 per share (total: $500,000) and a 7.0% commission; | |
• | 50,000 shares at $9.90 per share (total: $495,000) and a 6.0% commission; and | |
• | 51,530 shares at $9.80 per share (total: $504,994) and a 5.0% commission. |
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• | an individual, his or her spouse and their children under the age of 21 who purchase the shares for his, her or their own accounts; | |
• | a corporation, partnership, association, joint-stock company, trust fund or any organized group of persons, whether incorporated or not; | |
• | an employees’ trust, pension, profit sharing or other employee benefit plan qualified under the federal income tax laws; and | |
• | all commingled trust funds maintained by a given bank. |
• | there can be no variance in the net proceeds to our company from the sale of the shares to different purchasers of the same offering; | |
• | all purchasers of the shares must be informed of the availability of quantity discounts; | |
• | the same volume discounts must be allowed to all purchasers of shares which are part of the offering; |
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• | the minimum amount of shares as to which volume discounts are allowed cannot be less than $10,000; | |
• | the variance in the price of the shares must result solely from a different range of commissions, and all discounts allowed must be based on a uniform scale of commissions; and | |
• | no discounts are allowed to any group of purchasers. |
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F-2 | ||||
F-3 | ||||
F-4 |
F-1
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F-2
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June 30, 2006 | January 10, 2006 | ||||||||
ASSETS | |||||||||
Cash | $ | 201,007 | $ | 201,007 | |||||
Total assets | $ | 201,007 | $ | 201,007 | |||||
LIABILITIES AND STOCKHOLDER’S EQUITY | |||||||||
Minority interest of limited partnership in Operating Partnership | $ | 1,000 | $ | 1,000 | |||||
Common stock, $.01 par value, 100,000 shares authorized; 22,223 shares issued and outstanding | 222 | 222 | |||||||
Additional paid in capital | 199,785 | 199,785 | |||||||
Total stockholder’s equity | 200,007 | 200,007 | |||||||
Total liabilities and stockholder’s equity | $ | 201,007 | $ | 201,007 | |||||
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1. | ORGANIZATION AND NATURE OF BUSINESS |
2. | BASIS OF PRESENTATION IN FUTURE FINANCIAL STATEMENTS |
Interim Financial Data |
F-4
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3. | RELATED PARTY TRANSACTIONS |
4. | STOCKHOLDER’S EQUITY |
Common Stock |
Share Repurchase Plan |
Incentive Award Plan |
5. | SPECIAL LIMITED PARTNER INTEREST |
F-5
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F-6
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A-1
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• | The primary difference between the cash methods of accounting and accrual methods (both GAAP and the accrual method of accounting for income tax purposes) is that the cash method of accounting generally reports income when received and expenses when paid while the accrual method generally requires income to be recorded when earned and expenses recognized when incurred. | |
• | GAAP requires that, when reporting lease revenue, the minimum annual rental revenue be recognized on a straight-line basis over the term of the related lease, whereas the cash method of accounting for income tax purposes requires recognition of income when cash payments are actually received from tenants, and the accrual method of accounting for income tax purposes requires recognition of income when the income is earned pursuant to the lease contract. | |
• | GAAP requires that when an asset is considered held for sale, depreciation ceases to be recognized on that asset, whereas for income tax purposes, depreciation continues until the asset either is sold or is no longer in service. | |
• | GAAP requires that when a building is purchased certain intangible assets (such as above- and below-market leases, tenant relationships and in-place lease costs) are allocated separately from the building and are amortized over significantly shorter lives than the depreciation recognized on the building. These intangible assets are not recognized for income tax purposes and are not allocated separately from the building for purposes of tax depreciation. | |
• | GAAP requires that an asset is considered impaired when the carrying amount of the asset is greater than the sum of the future undiscounted cash flows expected to be generated by the asset, and an impairment loss must then be recognized to decrease the value of the asset to its fair value. For income tax purposes, losses are generally not recognized until the asset has been sold to an unrelated party or otherwise disposed of in an arm’s length transaction. |
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NNN | NNN | Public | |||||||||||||||||||
2002 Value | Initial Offering | Second Offering | 2003 Value | Program | |||||||||||||||||
Fund, LLC | G REIT, Inc. | G REIT, Inc. | Fund, LLC | Totals | |||||||||||||||||
Dollar Amount Offered | $ | 30,000,000 | $ | 200,000,000 | $ | 270,000,000 | $ | 50,000,000 | $ | 550,000,000 | |||||||||||
Dollar Amount Raised | 29,799,000 | 200,000,000 | 237,315,000 | 50,000,000 | 517,114,000 | ||||||||||||||||
Percentage Amount Raised | 99.3% | 100.0% | 87.9% | 100.0% | 94.0% | ||||||||||||||||
Less Offering Expenses: | |||||||||||||||||||||
Selling Commissions | 8.0% | 7.5% | 7.0% | 8.0% | |||||||||||||||||
Marketing Support & Due Diligence Reimbursement | 2.5% | 2.0% | 3.0% | 2.5% | |||||||||||||||||
Organization & Offering Expenses(1) | 2.5% | 2.5% | 2.0% | 2.5% | |||||||||||||||||
Due Diligence Allowance(2) | 0.0% | 0.0% | 0.0% | 0.0% | |||||||||||||||||
Reserves | 8.0% | 0.0% | 0.0% | 8.0% | |||||||||||||||||
Percent Available for Investment | 79.0% | 88.0% | 88.0% | 79.0% | |||||||||||||||||
Acquisition Cost: | |||||||||||||||||||||
Cash Down Payment | 71.0% | 87.5% | 87.5% | 71.0% | |||||||||||||||||
Loan Fees | 2.5% | 0.0% | 0.0% | 2.5% | |||||||||||||||||
Acquisition Fees Paid to Affiliates | 5.5% | 0.5% | 0.5% | 5.5% | |||||||||||||||||
Total Acquisition Cost | 79.0% | 88.0% | 88.0% | 79.0% | |||||||||||||||||
Percent Leveraged | 0.0% | 56.4% | 56.4% | 68.2% | |||||||||||||||||
Date Offering Began | 15-May-02 | 22-Jul-02 | 23-Jan-04 | 11-Jul-03 | |||||||||||||||||
Date Offering Ended | 14-Jul-03 | 9-Feb-04 | 30-Apr-04 | 14-Oct-04 | |||||||||||||||||
Length of Offering (months) | 14 | 19 | 3 | 15 | |||||||||||||||||
Months to Invest 90% of Amount Available for Investment (Measured from Beginning of Offering) | 13 | 18 | N/A | 14 | |||||||||||||||||
Number of Investors | 546 | 13,979(3 | ) | 13,979(3 | ) | 826 |
(1) | Includes legal, accounting, printing and other offering expenses, including amounts for the reimbursement for marketing, salaries and direct expenses of employees engaged in marketing and other organization expenses. |
(2) | Nonaccountable due diligence reimbursement to Selling Group. |
(3) | Total number of investors for Initial Offering and Second Offering at December 31, 2005. |
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NNN 2002 | NNN 2003 | Other Programs | Total | |||||||||||||||||||||||
GREIT, Inc. | Value Fund, LLC | Value Fund, LLC | Subtotal | TREIT, Inc | All Programs | |||||||||||||||||||||
Date Offering Commenced | 22-Jul-02 | 15-May-02 | 11-Jul-03 | 22-Feb-00 | ||||||||||||||||||||||
Dollar Amount Raised | $ | 437,315,000 | $ | 29,799,000 | $ | 50,000,000 | $ | 517,114,000 | $ | 46,395,000 | $ | 563,509,000 | ||||||||||||||
Amounts Paid to Sponsor from Proceeds of Offering: | ||||||||||||||||||||||||||
Selling Commissions to Selling Group Members | $ | 30,443,000 | $ | 2,089,000 | $ | 3,898,000 | $ | 36,430,000 | $ | 3,576,000 | $ | 40,006,000 | ||||||||||||||
Marketing Support & Due Diligence Reimbursement | 10,818,000 | 2,005,000 | 1,251,000 | 14,074,000 | 671,000 | 14,745,000 | ||||||||||||||||||||
Organization & Offering Expenses | 3,036,000 | 249,000 | 1,394,000 | 4,679,000 | 860,000 | 5,539,000 | ||||||||||||||||||||
Due Diligence Allowance | — | — | — | — | — | — | ||||||||||||||||||||
Loan Fees | — | 1,000 | — | 1,000 | — | 1,000 | ||||||||||||||||||||
Acquisition Fees | — | 1,192,000 | 1,783,000 | 2,975,000 | — | 2,975,000 | ||||||||||||||||||||
Totals | $ | 44,297,000 | $ | 5,536,000 | $ | 8,326,000 | $ | 58,159,000 | $ | 5,107,000 | $ | 63,266,000 | ||||||||||||||
Amounts Paid to Sponsor at Acquisition for Real Estate Commissions | $ | 20,842,000 | $ | 1,410,000 | $ | 1,964,000 | $ | 24,216,000 | $ | 882,000 | $ | 25,098,000 | ||||||||||||||
Dollar Amount of Cash Generated from Operations Before Deducting Payments to Sponsor | $ | 81,419,000 | $ | 11,139,000 | (1) | $ | 4,175,000 | $ | 96,733,000 | $ | 8,680,000 | (2) | $ | 105,413,000 | ||||||||||||
Amounts Paid to Sponsor from Operations — Year 2003 | ||||||||||||||||||||||||||
Property Management Fees | $ | 458,000 | $ | 463,000 | $ | — | $ | 921,000 | $ | 195,000 | $ | 1,116,000 | ||||||||||||||
Asset Management Fees | — | — | — | — | — | — | ||||||||||||||||||||
Leasing Commissions | 14,000 | 141,000 | — | 155,000 | 31,000 | 186,000 | ||||||||||||||||||||
Totals | $ | 472,000 | $ | 604,000 | $ | — | $ | 1,076,000 | $ | 226,000 | $ | 1,302,000 | ||||||||||||||
Amounts Paid to Sponsor from Operations — Year 2004 | ||||||||||||||||||||||||||
Property Management Fees | $ | 4,293,000 | $ | 840,000 | $ | 272,000 | $ | 5,405,000 | $ | 343,000 | $ | 5,748,000 | ||||||||||||||
Asset Management Fees | — | — | — | — | — | — | ||||||||||||||||||||
Leasing Commissions | 801,000 | 630,000 | — | 1,431,000 | 48,000 | 1,479,000 | ||||||||||||||||||||
Totals | $ | 5,094,000 | $ | 1,470,000 | $ | 272,000 | $ | 6,836,000 | $ | 391,000 | $ | 7,227,000 | ||||||||||||||
Amounts Paid to Sponsor from Operations — Year 2005 | ||||||||||||||||||||||||||
Property Management Fees | $ | 5,617,000 | $ | 477,000 | $ | 268,000 | $ | 6,362,000 | $ | 291,000 | $ | 6,653,000 | ||||||||||||||
Asset Management Fees | — | — | — | — | — | — | ||||||||||||||||||||
Leasing Commissions | 2,756,000 | 86,000 | 747,000 | 3,589,000 | 349,000 | 3,938,000 | ||||||||||||||||||||
Totals | $ | 8,373,000 | $ | 563,000 | $ | 1,015,000 | $ | 9,951,000 | $ | 640,000 | $ | 10,591,000 | ||||||||||||||
Amounts Paid to Sponsor from Property Sales and Refinancings | ||||||||||||||||||||||||||
Real Estate Commissions — Dispositions | $ | 1,115,000 | $ | 1,280,000 | $ | 569,000 | $ | 2,964,000 | $ | 733,000 | $ | 3,697,000 | ||||||||||||||
Incentive Fees | — | — | — | — | — | — | ||||||||||||||||||||
Construction Management Fees | — | — | 173,000 | 173,000 | — | 173,000 | ||||||||||||||||||||
Refinancing Fees | — | — | 107,000 | 107,000 | — | 107,000 | ||||||||||||||||||||
Totals | $ | 1,115,000 | $ | 1,280,000 | $ | 849,000 | $ | 3,244,000 | $ | 733,000 | $ | 3,977,000 | ||||||||||||||
(1) | Amount for NNN 2002 Value Fund, LLC represents cash generated from operations for the period from January 1, 2005 through August 31, 2005 and the two years ended December 31, 2004, plus payments to the sponsor from operations for the three years ended December 31, 2005 due to the adoption of the liquidation basis of accounting as of August 31, 2005. |
(2) | Amount for T REIT, Inc. represents cash generated from operations for the period from January 1, 2005 through June 30, 2005 and the two years ended December 31, 2004, plus payments to the sponsor from operations for the three years ended December 31, 2005 due to the adoption of the liquidation basis of accounting as of June 30, 2005. |
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Year Ended December 31, | ||||||||||||||||||||||
2005 | 2004 | 2003 | 2002 | Total | ||||||||||||||||||
Gross Revenues | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Profit on Sale of Properties | 10,682,000 | 980,000 | — | — | 11,662,000 | |||||||||||||||||
Interest, Dividends & Other Income | 445,000 | 332,000 | 117,000 | 17,000 | 911,000 | |||||||||||||||||
Gain on Sale of Marketable Securities | 440,000 | 251,000 | — | — | 691,000 | |||||||||||||||||
Equity in Earnings (Loss) of Unconsolidated Real Estate | 1,337,000 | (604,000 | ) | 204,000 | — | 937,000 | ||||||||||||||||
Income (Loss) from Discontinued Operations | (4,215,000 | ) | 1,225,000 | 1,337,000 | 166,000 | (1,487,000 | ) | |||||||||||||||
Less: Operating Expenses | — | — | — | — | — | |||||||||||||||||
General and Administrative Expenses | 4,006,000 | 2,419,000 | 1,287,000 | 142,000 | 7,854,000 | |||||||||||||||||
Interest Expense(1) | 2,054,000 | 1,243,000 | 293,000 | 15,000 | 3,605,000 | |||||||||||||||||
Depreciation & Amortization | — | — | — | — | — | |||||||||||||||||
Minority Interest | — | — | — | — | — | |||||||||||||||||
Income Taxes | — | 398,000 | — | — | 398,000 | |||||||||||||||||
Net Income (Loss) — GAAP Basis | $ | 2,629,000 | $ | (1,876,000 | ) | $ | 78,000 | $ | 26,000 | $ | 857,000 | |||||||||||
Taxable Income (Loss) From: | ||||||||||||||||||||||
Operations | 2,511,000 | 11,273,000 | 1,083,000 | (16,000 | ) | 14,851,000 | ||||||||||||||||
Gain on Sale | 11,963,000 | 251,000 | — | — | 12,214,000 | |||||||||||||||||
Cash Generated From (Used By): | ||||||||||||||||||||||
Operating Activities | 19,697,000 | 39,905,000 | 7,878,000 | (609,000 | ) | 66,871,000 | ||||||||||||||||
Investing Activities | 80,432,000 | (563,218,000 | ) | (291,418,000 | ) | (26,101,000 | ) | (800,305,000 | ) | |||||||||||||
Financing Activities(2) | (76,789,000 | ) | 552,058,000 | 296,053,000 | 35,259,000 | 806,581,000 | ||||||||||||||||
Cash Generated From (Used By) Operations, Investing & Financing | 23,340,000 | 28,745,000 | 12,513,000 | 8,549,000 | 73,147,000 | |||||||||||||||||
Less: Cash Distributions From: | ||||||||||||||||||||||
Operating Activities — to Investors | 19,023,000 | 26,335,000 | 5,285,000 | — | 50,643,000 | |||||||||||||||||
Operating Activities — to Minority Interest | 674,000 | 376,000 | 74,000 | — | 1,124,000 | |||||||||||||||||
Investing & Financing Activities | — | — | — | — | — | |||||||||||||||||
Other (return of capital) | 13,865,000 | — | — | 170,000 | 14,035,000 | |||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions | (10,222,000 | ) | 2,034,000 | 7,154,000 | 8,379,000 | 7,345,000 | ||||||||||||||||
Less: Special Items (not including Sales & Refinancing) | — | — | — | — | — | |||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions and Special Items | $ | (10,222,000 | ) | $ | 2,034,000 | $ | 7,154,000 | $ | 8,379,000 | $ | 7,345,000 | |||||||||||
Tax and Distribution Data Per $1,000 Invested | ||||||||||||||||||||||
Federal Income Tax Results: | ||||||||||||||||||||||
Ordinary Income (Loss) | ||||||||||||||||||||||
— from operations | $ | 5.72 | $ | 30.19 | $ | 13.14 | $ | (3.95 | ) | |||||||||||||
— from recapture | — | — | — | — | ||||||||||||||||||
Capital Gain (Loss) | 27.27 | 0.67 | — | — | ||||||||||||||||||
Cash Distributions to Investors(3) | ||||||||||||||||||||||
Sources (on GAAP basis) | ||||||||||||||||||||||
— Operating Activities | 43.37 | 70.54 | 64.12 | — | ||||||||||||||||||
— Investing & Financing Activities | — | — | — | — | ||||||||||||||||||
— Other (Return of Capital) | 31.61 | — | — | 41.98 | ||||||||||||||||||
Sources (on Cash basis) | ||||||||||||||||||||||
— Sales | — | — | — | — | ||||||||||||||||||
— Investing & Financing Activities | — | — | — | — | ||||||||||||||||||
— Operations | 43.37 | 70.54 | 64.12 | — | ||||||||||||||||||
— Other (Return of Capital) | $ | 31.61 | $ | — | $ | — | $ | 41.98 | ||||||||||||||
Notes: | ||||||||||||||||||||||
(1) Includes amortization of deferred financing costs | ||||||||||||||||||||||
(2) Includes proceeds from issuance of common stock — net | $ | — | $ | 236,109,000 | $ | 138,305,000 | $ | 18,604,000 | ||||||||||||||
(3) Cash Distributions per $1,000 invested excludes distributions to minority interests |
A-5
Table of Contents
Year Ended December 31, | ||||||||||||||||||||||||||
Period from | ||||||||||||||||||||||||||
January 1, 2005 | ||||||||||||||||||||||||||
through | ||||||||||||||||||||||||||
June 30, 2005(4) | 2004 | 2003 | 2002 | 2001 | Total | |||||||||||||||||||||
Gross Revenues | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
Profit on Sale of Properties | 191,000 | 2,466,000 | 2,614,000 | 213,000 | (178,000 | ) | 5,306,000 | |||||||||||||||||||
Interest, Dividends & Other Income | 285,000 | 622,000 | 181,000 | 281,000 | 197,000 | 1,566,000 | ||||||||||||||||||||
Gain on Sale of Marketable Securities | 126,000 | 109,000 | — | — | — | 235,000 | ||||||||||||||||||||
Equity in Earnings (Loss) of Unconsolidated Real Estate | 787,000 | 581,000 | 1,160,000 | 1,126,000 | 62,000 | 3,716,000 | ||||||||||||||||||||
Income (Loss) from Discontinued Operations | (272,000 | ) | 31,000 | 1,076,000 | 1,241,000 | 60,000 | 2,136,000 | |||||||||||||||||||
Less: Operating Expenses | — | — | — | — | — | — | ||||||||||||||||||||
General and Administrative Expenses | 1,013,000 | 1,213,000 | 792,000 | 558,000 | 572,000 | 4,148,000 | ||||||||||||||||||||
Interest Expense(1) | 44,000 | 52,000 | 50,000 | 10,000 | 33,000 | 189,000 | ||||||||||||||||||||
Depreciation & Amortization | — | — | — | — | — | — | ||||||||||||||||||||
Minority Interest | — | — | — | — | — | — | ||||||||||||||||||||
Income Taxes | — | — | — | — | — | — | ||||||||||||||||||||
Net Income (Loss) — GAAP Basis | $ | 60,000 | $ | 2,544,000 | $ | 4,189,000 | $ | 2,293,000 | $ | (464,000 | ) | $ | 8,622,000 | |||||||||||||
Taxable Income (Loss) From: | ||||||||||||||||||||||||||
Operations | 157,000 | 1,197,000 | (1,100,000 | ) | (683,000 | ) | (413,000 | ) | (842,000 | ) | ||||||||||||||||
Gain on Sale | 614,000 | 2,545,000 | 2,547,000 | 284,000 | (182,000 | ) | 5,808,000 | |||||||||||||||||||
Cash Generated From (Used By): | ||||||||||||||||||||||||||
Operating Activities | 883,000 | 3,590,000 | 2,950,000 | 2,290,000 | (1,242,000 | ) | 8,471,000 | |||||||||||||||||||
Investing Activities | 249,000 | (14,333,000 | ) | 2,517,000 | (19,279,000 | ) | (7,492,000 | ) | (38,338,000 | ) | ||||||||||||||||
Financing Activities(2) | (120,000 | ) | 9,731,000 | 4,439,000 | 22,334,000 | 12,996,000 | 49,380,000 | |||||||||||||||||||
Cash Generated From (Used By) Operations, Investing & Financing | 1,012,000 | (1,012,000 | ) | 9,906,000 | 5,345,000 | 4,262,000 | 19,513,000 | |||||||||||||||||||
Less: Cash Distributions From: | ||||||||||||||||||||||||||
Operating Activities — to Investors | 792,000 | 3,438,000 | 2,950,000 | 2,290,000 | — | 9,470,000 | ||||||||||||||||||||
Operating Activities — to Minority Interest | 91,000 | 152,000 | — | — | — | 243,000 | ||||||||||||||||||||
Investing & Financing Activities | — | — | — | — | — | — | ||||||||||||||||||||
Other (return of capital) | 1,118,000 | 358,000 | 896,000 | 573,000 | 863,000 | 3,808,000 | ||||||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions | (989,000 | ) | (4,960,000 | ) | 6,060,000 | 2,482,000 | 3,399,000 | 5,992,000 | ||||||||||||||||||
Less: Special Items (not including Sales & Refinancing) | — | — | — | — | — | — | ||||||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions and Special Items | $ | (989,000 | ) | $ | (4,960,000 | ) | $ | 6,060,000 | $ | 2,482,000 | $ | 3,399,000 | $ | 5,992,000 | ||||||||||||
Tax and Distribution Data Per $1,000 Invested | ||||||||||||||||||||||||||
Federal Income Tax Results: | ||||||||||||||||||||||||||
Ordinary Income (Loss) | ||||||||||||||||||||||||||
— from operations | $ | 3.41 | $ | 25.85 | $ | (23.52 | ) | $ | (17.02 | ) | $ | (29.54 | ) | |||||||||||||
— from recapture | — | — | — | — | — | |||||||||||||||||||||
Capital Gain (Loss) | 13.33 | 54.97 | 54.47 | 7.08 | (13.02 | ) | ||||||||||||||||||||
Cash Distributions to Investors(3) | ||||||||||||||||||||||||||
Sources (on GAAP basis) | ||||||||||||||||||||||||||
— Operating Activities | 17.20 | 74.25 | 63.09 | 57.06 | — | |||||||||||||||||||||
— Investing & Financing Activities | — | — | — | — | — | |||||||||||||||||||||
— Other (Return of Capital) | 24.28 | 7.73 | 19.16 | 14.28 | 61.73 | |||||||||||||||||||||
Sources (on Cash basis) | ||||||||||||||||||||||||||
— Sales | — | — | — | — | — | |||||||||||||||||||||
— Investing & Financing Activities | — | — | — | — | — | |||||||||||||||||||||
— Operations | 17.20 | 74.25 | 63.09 | 57.06 | ||||||||||||||||||||||
— Other (Return of Capital) | $ | 24.28 | $ | 7.73 | $ | 19.16 | $ | 14.28 | $ | 61.73 | ||||||||||||||||
Notes: | ||||||||||||||||||||||||||
(1) Includes amortization of deferred financing costs. | ||||||||||||||||||||||||||
(2) Includes proceeds from issuance of common stock — net | $ | — | $ | — | $ | — | $ | 19,343,000 | $ | 16,008,000 | ||||||||||||||||
(3) Cash Distributions per $1,000 invested excludes distributions to minority interests. | ||||||||||||||||||||||||||
(4) The program adopted the liquidation basis of accounting as of June 30, 2005 and for all subsequent periods. However, the taxable income numbers are for the period from January 1, 2005 through July 28, 2005, the date the plan of liquidation was formally approved. |
A-6
Table of Contents
Period from June 19, 2003 | |||||||||||||||||
Year Ended December 31, | (Date of Inception) | ||||||||||||||||
through | |||||||||||||||||
2005 | 2004 | December 31, 2003 | Total | ||||||||||||||
Gross Revenues | $ | 2,194,000 | $ | 653,000 | $ | — | $ | 2,847,000 | |||||||||
Profit on Sale of Properties | 5,802,000 | — | — | 5,802,000 | |||||||||||||
Interest, Dividends & Other Income | 416,000 | 86,000 | 3,000 | 505,000 | |||||||||||||
Gain on Sale of Marketable Securities | 344,000 | — | — | 344,000 | |||||||||||||
Equity in Earnings (Loss) of Unconsolidated Real Estate | 2,510,000 | (682,000 | ) | (132,000 | ) | 1,696,000 | |||||||||||
Income (Loss) from Discontinued Operations | 926,000 | (145,000 | ) | — | 781,000 | ||||||||||||
Less: Operating Expenses | 1,714,000 | 1,084,000 | 11,000 | 2,809,000 | |||||||||||||
General and Administrative Expenses | 1,298,000 | 339,000 | 7,000 | 1,644,000 | |||||||||||||
Interest Expense(1) | 1,158,000 | 638,000 | — | 1,796,000 | |||||||||||||
Depreciation & Amortization | 943,000 | 286,000 | — | 1,229,000 | |||||||||||||
Minority Interest | 166,000 | (133,000 | ) | (31,000 | ) | 2,000 | |||||||||||
Income Taxes | — | — | — | — | |||||||||||||
Net Income (Loss) — GAAP Basis | $ | 6,913,000 | $ | (2,302,000 | ) | $ | (116,000 | ) | $ | 4,495,000 | |||||||
Taxable Income From: | |||||||||||||||||
Operations | 95,000 | 680,000 | 231,000 | 1,006,000 | |||||||||||||
Gain on Sale | 3,354,000 | — | — | 3,354,000 | |||||||||||||
Cash Generated From (Used By): | |||||||||||||||||
Operating Activities | 238,000 | 2,476,000 | 174,000 | 2,888,000 | |||||||||||||
Investing Activities | (64,529,000 | ) | (45,158,000 | ) | (9,932,000 | ) | (119,619,000 | ) | |||||||||
Financing Activities | 70,050,000 | 52,269,000 | 12,437,000 | 134,756,000 | |||||||||||||
Cash Generated From Operations, Investing & Financing | 5,759,000 | 9,587,000 | 2,679,000 | 18,025,000 | |||||||||||||
Less: Cash Distributions From: | |||||||||||||||||
Operating Activities — to Investors | — | 1,908,000 | 35,000 | 1,943,000 | |||||||||||||
Operating Activities — to Minority Interest | 238,000 | 408,000 | 19,000 | 665,000 | |||||||||||||
Investing & Financing Activities | — | — | — | — | |||||||||||||
Other (return of capital)(3),(4) | 4,657,000 | — | — | 4,657,000 | |||||||||||||
Cash Generated (Deficiency) after Cash Distributions | 864,000 | 7,271,000 | 2,625,000 | 10,760,000 | |||||||||||||
Less: Special Items (not including Sales & Refinancing) | — | — | — | — | |||||||||||||
Cash Generated (Deficiency) after Cash Distributions and Special Items | $ | 864,000 | $ | 7,271,000 | $ | 2,625,000 | $ | 10,760,000 | |||||||||
A-7
Table of Contents
Period from June 19, 2003 | ||||||||||||||||||
Year Ended December 31, | (Date of Inception) | |||||||||||||||||
through | ||||||||||||||||||
2005 | 2004 | December 31, 2003 | Total | |||||||||||||||
Tax and Distribution Data Per $1,000 Invested | ||||||||||||||||||
Federal Income Tax Results: | ||||||||||||||||||
Ordinary Income (Loss) | ||||||||||||||||||
— from operations | $ | 1.90 | $ | 22.09 | $ | 71.19 | ||||||||||||
— from recapture | — | — | — | |||||||||||||||
Capital Gain (Loss) | 67.08 | — | — | |||||||||||||||
Cash Distributions to Investors(2) | ||||||||||||||||||
Sources (on GAAP basis) | ||||||||||||||||||
— Operating Activities | — | 61.97 | 10.79 | |||||||||||||||
— Investing & Financing Activities | — | — | — | |||||||||||||||
— Other (Return of Capital) | 69.86 | — | — | |||||||||||||||
Sources (on Cash basis) | ||||||||||||||||||
— Sales | — | — | — | |||||||||||||||
— Investing & Financing Activities | — | — | — | |||||||||||||||
— Operations | — | 61.97 | 10.79 | |||||||||||||||
— Other (Return of Capital) | $ | 69.86 | $ | — | $ | — | ||||||||||||
Notes: | ||||||||||||||||||
(1) Includes amortization of deferred financing costs. | ||||||||||||||||||
(2) Cash Distributions per $1,000 invested excludes distributions to minority interests. | ||||||||||||||||||
(3) Includes cash distributions of $1,164,000 to minority interests for the year ended December 31, 2005. | ||||||||||||||||||
(4) Pursuant to NNN 2003 Value Fund, LLC’s Operating Agreement, cash proceeds from capital transactions are first treated as a return of capital. |
A-8
Table of Contents
Period from | |||||||||||||||||||||
Period from | May 15, 2002 | ||||||||||||||||||||
January 1, 2005 | Year Ended December 31, | (Date of Inception) | |||||||||||||||||||
through | through | ||||||||||||||||||||
August 31, 2005(3) | 2004 | 2003 | December 31, 2002 | Total | |||||||||||||||||
Gross Revenues | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Profit on Sale of Properties | 6,674,000 | — | — | — | 6,674,000 | ||||||||||||||||
Interest, Dividends & Other Income | 76,000 | 6,000 | 46,000 | 2,000 | 130,000 | ||||||||||||||||
Gain on Sale of Marketable Securities | — | — | — | — | — | ||||||||||||||||
Equity in Earnings (Loss) of Unconsolidated Real Estate | 373,000 | (278,000 | ) | 84,000 | — | 179,000 | |||||||||||||||
Income (Loss) from Discontinued Operations | 1,049,000 | 196,000 | (596,000 | ) | (109,000 | ) | 540,000 | ||||||||||||||
Less: Operating Expenses | — | — | — | — | — | ||||||||||||||||
General and Administrative Expenses | 15,000 | 99,000 | 69,000 | 25,000 | 208,000 | ||||||||||||||||
Interest Expense(1) | 3,000 | 9,000 | — | 40,000 | 52,000 | ||||||||||||||||
Depreciation & Amortization | — | — | — | — | — | ||||||||||||||||
Minority Interest | — | — | — | — | — | ||||||||||||||||
Income Taxes | — | — | — | — | — | ||||||||||||||||
Net Income (Loss) — GAAP Basis | $ | 8,154,000 | $ | (184,000 | ) | $ | (535,000 | ) | $ | (172,000 | ) | $ | 7,263,000 | ||||||||
Taxable Income From: | |||||||||||||||||||||
Operations | 143,000 | 732,000 | 137,000 | 132,000 | 1,144,000 | ||||||||||||||||
Gain on Sale | 14,843,000 | — | — | — | 14,843,000 | ||||||||||||||||
Cash Generated From (Used By): | |||||||||||||||||||||
Operating Activities | 3,378,000 | 2,984,000 | 2,140,000 | 698,000 | 9,200,000 | ||||||||||||||||
Investing Activities | 22,977,000 | (2,170,000 | ) | (47,060,000 | ) | (7,959,000 | ) | (34,212,000 | ) | ||||||||||||
Financing Activities | (8,626,000 | ) | 2,068,000 | 44,416,000 | 11,619,000 | 49,477,000 | |||||||||||||||
Cash Generated From (Used By) Operations, Investing & Financing | 17,729,000 | 2,882,000 | (504,000 | ) | 4,358,000 | 24,465,000 | |||||||||||||||
Less: Cash Distributions From: | |||||||||||||||||||||
Operating Activities — to Investors | 2,726,000 | 2,027,000 | 1,693,000 | 35,000 | 6,481,000 | ||||||||||||||||
Operating Activities — to Minority Interest | 652,000 | 957,000 | 447,000 | — | 2,056,000 | ||||||||||||||||
Investing & Financing Activities | — | — | — | — | — | ||||||||||||||||
Other (return of capital)(4) | 10,330,000 | 410,000 | 100,000 | — | 10,840,000 | ||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions | 4,021,000 | (512,000 | ) | (2,744,000 | ) | 4,323,000 | 5,088,000 | ||||||||||||||
Less: Special Items (not including Sales & Refinancing) | — | — | — | — | — | ||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions and Special Items | $ | 4,021,000 | $ | (512,000 | ) | $ | (2,744,000 | ) | $ | 4,323,000 | $ | 5,088,000 | |||||||||
A-9
Table of Contents
Period from | ||||||||||||||||||||||
Period from | May 15, 2002 | |||||||||||||||||||||
January 1, 2005 | Year Ended December 31, | (Date of Inception) | ||||||||||||||||||||
through | through | |||||||||||||||||||||
August 31, 2005(3) | 2004 | 2003 | December 31, 2002 | Total | ||||||||||||||||||
Tax and Distribution Data Per $1,000 Invested | ||||||||||||||||||||||
Federal Income Tax Results: | ||||||||||||||||||||||
Ordinary Income (Loss) | ||||||||||||||||||||||
— from operations | $ | 4.80 | $ | 24.56 | $ | 5.64 | $ | 67.35 | ||||||||||||||
— from recapture | — | — | — | — | ||||||||||||||||||
Capital Gain (Loss) | 498.09 | — | — | — | ||||||||||||||||||
Cash Distributions to Investors(2) | ||||||||||||||||||||||
Sources (on GAAP basis) | ||||||||||||||||||||||
— Operating Activities | 91.48 | 68.02 | 69.71 | 17.86 | ||||||||||||||||||
— Investing & Financing Activities | — | — | — | — | ||||||||||||||||||
— Other (Return of Capital) | 346.64 | 13.76 | 4.12 | — | ||||||||||||||||||
Sources (on Cash basis) | ||||||||||||||||||||||
— Sales | ||||||||||||||||||||||
— Investing & Financing Activities | — | — | — | — | ||||||||||||||||||
— Operations | 91.48 | 68.02 | 69.71 | 17.86 | ||||||||||||||||||
— Other (Return of Capital) | $ | 346.64 | $ | 13.76 | $ | 4.12 | $ | — |
(1) | Includes amortization of deferred financing costs. |
(2) | Cash Distributions per $1,000 invested excludes distributions to minority interests. |
(3) | The program adopted the liquidation basis of accounting as of August 31, 2005 and for all subsequent periods. However, the taxable income numbers are for the year ended December 31, 2005, as the liquidation basis of accounting is not applicable for income tax purposes. |
A-10
Table of Contents
Cost of Properties Including Closing & Soft | ||||||||||||||||||||||||||||||||||||||||||||||||
Costs | ||||||||||||||||||||||||||||||||||||||||||||||||
Excess | ||||||||||||||||||||||||||||||||||||||||||||||||
Selling Price, Net of Closing Costs & GAAP Adjustments | Total | (Deficiency) | ||||||||||||||||||||||||||||||||||||||||||||||
Acquisition | Of Property | |||||||||||||||||||||||||||||||||||||||||||||||
Purchase Money | Adjustments | Costs, Capital | Operating | |||||||||||||||||||||||||||||||||||||||||||||
Cash Received | Mortgage | Mortgage Taken | Resulting from | Original | Improvements | Gain (loss) on | Cash Receipts | |||||||||||||||||||||||||||||||||||||||||
Date | Date Of | Net of Closing | Balance at | Back By | Application Of | Mortgage | Closing & Soft | sale of | Over Cash | |||||||||||||||||||||||||||||||||||||||
Property | Acquired | Sale(1) | Costs(2) | Time Of Sale | Program(3) | GAAP | Total(19) | Financing | Costs(4) | Total | Investment | Expenditures | ||||||||||||||||||||||||||||||||||||
T REIT, Inc. | ||||||||||||||||||||||||||||||||||||||||||||||||
Northstar Crossing Shopping Center | Oct-00 | Jan-03 | $ | 1,015,000 | $ | 2,867,000 | N/A | N/A | $ | 3,882,000 | $ | 2,695,000 | $ | 1,378,000 | $ | 4,073,000 | $ | (191,000 | ) | N/A | ||||||||||||||||||||||||||||
Thousand Oaks | Dec-00 | Aug-03 | $ | 6,100,000 | $ | 8,750,000 | N/A | N/A | $ | 14,850,000 | $ | 10,838,000 | $ | 1,912,000 | $ | 12,750,000 | $ | 2,100,000 | N/A | |||||||||||||||||||||||||||||
Pahrump Valley Junction Shopping Center | May-01 | Sep-03 | $ | 5,950,000 | $ | 11,884,000 | N/A | N/A | $ | 17,834,000 | $ | 12,435,000 | $ | 4,525,000 | $ | 16,960,000 | $ | 874,000 | N/A | |||||||||||||||||||||||||||||
Gateway Mall(5) | Jan-03 | Mar-04 | $ | 2,452,000 | $ | 4,876,000 | $ | 8,700,000 | N/A | $ | 16,028,000 | $ | 5,000,000 | $ | 10,259,000 | $ | 15,259,000 | $ | 769,000 | N/A | ||||||||||||||||||||||||||||
Gateway Mall Land(6) | Feb-04 | Sep-04 | $ | 794,000 | $ | — | $ | 528,000 | N/A | $ | 1,322,000 | $ | — | $ | 468,000 | $ | 468,000 | $ | 854,000 | N/A | ||||||||||||||||||||||||||||
Saddleback Financial Center(7) | Sep-02 | Dec-04 | $ | 1,619,000 | $ | 1,817,000 | N/A | N/A | $ | 3,436,000 | $ | 1,913,000 | $ | 670,000 | $ | 2,583,000 | $ | 853,000 | N/A | |||||||||||||||||||||||||||||
County Center Drive(8) | Jan-02 | Apr-05 | $ | 603,000 | $ | 472,000 | N/A | N/A | $ | 1,075,000 | $ | 514,000 | $ | 370,000 | $ | 884,000 | $ | 191,000 | N/A | |||||||||||||||||||||||||||||
City Center West A(9) | Mar-02 | Jul-05 | $ | 13,379,000 | $ | 11,015,000 | N/A | N/A | $ | 24,394,000 | $ | 11,586,000 | $ | 6,836,000 | $ | 18,422,000 | $ | 5,972,000 | (18) | N/A | ||||||||||||||||||||||||||||
Emerald Plaza(10) | Jun-04 | Nov-05 | $ | 1,390,000 | $ | 1,850,000 | N/A | N/A | $ | 3,240,000 | $ | 1,850,000 | $ | 807,000 | $ | 2,657,000 | $ | 583,000 | (18) | N/A | ||||||||||||||||||||||||||||
Pacific Corporate Park(11) | Mar-02 | Dec-05 | $ | 1,645,000 | $ | — | N/A | N/A | $ | 1,645,000 | $ | 3,534,000 | $ | (2,376,000 | ) | $ | 1,158,000 | $ | 487,000 | (18) | N/A | |||||||||||||||||||||||||||
G REIT, Inc. | ||||||||||||||||||||||||||||||||||||||||||||||||
525 B Street (Golden Eagle) | Jun-04 | Aug-05 | $ | 52,218,000 | $ | 63,640,000 | N/A | N/A | $ | 115,858,000 | $ | 69,943,000 | $ | 35,365,000 | 105,308,000 | $ | 10,550,000 | N/A | ||||||||||||||||||||||||||||||
Park Sahara(12) | Mar-03 | Dec-05 | $ | 273,000 | $ | 376,000 | N/A | N/A | $ | 649,000 | $ | 399,000 | $ | 118,000 | $ | 517,000 | $ | 132,000 | N/A | |||||||||||||||||||||||||||||
NNN 2002 Value Fund, LLC | ||||||||||||||||||||||||||||||||||||||||||||||||
Bank of America Plaza West | Sep-02 | Mar-05 | $ | 11,768,000 | $ | 9,053,000 | N/A | N/A | $ | 20,821,000 | $ | 14,200,000 | $ | (53,000 | ) | $ | 14,147,000 | $ | 6,674,000 | N/A | ||||||||||||||||||||||||||||
Netpark(13) | Jun-03 | Sep-05 | $ | 15,249,000 | $ | 17,014,000 | N/A | N/A | $ | 32,263,000 | $ | 15,750,000 | $ | 8,298,000 | $ | 24,048,000 | $ | 8,215,000 | (18) | N/A | ||||||||||||||||||||||||||||
NNN 2003 Value Fund, LLC | ||||||||||||||||||||||||||||||||||||||||||||||||
Satellite Place(14) | Nov-04 | Feb-05 | $ | 7,727,000 | $ | 11,000,000 | N/A | N/A | $ | 18,727,000 | $ | 11,000,000 | $ | 7,342,000 | $ | 18,342,000 | $ | 385,000 | N/A | |||||||||||||||||||||||||||||
Financial Plaza(15) | Oct-04 | Apr-05 | $ | 2,327,000 | $ | 4,110,000 | $ | 2,300,000 | N/A | $ | 8,737,000 | $ | 4,125,000 | $ | 1,597,000 | $ | 5,722,000 | $ | 3,015,000 | N/A | ||||||||||||||||||||||||||||
801 K Street(16) | Mar-04 | Aug-05 | $ | 7,244,000 | $ | 7,570,000 | N/A | N/A | $ | 14,814,000 | $ | 7,567,000 | $ | 5,168,000 | $ | 12,735,000 | $ | 2,079,000 | N/A | |||||||||||||||||||||||||||||
Emerald Plaza (17) | Jun-04 | Nov-05 | $ | 2,405,000 | $ | 3,151,000 | N/A | N/A | $ | 5,556,000 | $ | 3,151,000 | $ | 1,417,000 | $ | 4,568,000 | $ | 988,000 | N/A | |||||||||||||||||||||||||||||
Southwood Tower | Oct-04 | Dec-05 | $ | 7,493,000 | $ | — | N/A | N/A | $ | 7,493,000 | $ | — | $ | 5,091,000 | $ | 5,091,000 | $ | 2,402,000 | N/A |
A-11
Table of Contents
(1) | No sales were to affiliated parties except as noted below. | |
(2) | Net cash received plus assumption of certain liabilities by buyer. | |
(3) | The amounts shown are the face amounts and do not represent discounted current value. | |
(4) | Does not include pro-rata share of original offering costs. Amount shown is net of depreciation for consolidated properties and net of previous distributions received for unconsolidated properties. | |
(5) | In connection with the sale, we received a note receivable which was secured by a pledge agreement, bore interest at 6% per annum and matured on June 14, 2004. The note was refinanced by the buyer and we received $6,500,000 on July 9, 2004 and issued an adjustable note receivable for $2,200,000. The new note bears interest at 8.6% per annum and matures on August 1, 2006. | |
(6) | In connection with the sale, we received a note receivable which was secured by a pledge agreement, bore interest at 4% per annum and was due on March 7, 2005. The note was paid in full on March 7, 2005. | |
(7) | Represents results only for T REIT’s 25% tenant in common interest. | |
(8) | Represents results only for T REIT’s 16% interest. | |
(9) | Represents results only for T REIT’s 89.1% interest. |
(10) | Represents results only for T REIT’s 2.7% interest. |
(11) | Represents results only for T REIT’s 22.8% interest. Date of Sale is the date of sale of the last building in the property. Cash received is our final distribution on the investment and mortgage at the time of sale is the mortgage balance as of the date of the sale of the last building. Note that the balance was paid off in connection with the sale of one of the earlier buildings. |
(12) | Represents results only for G REIT’s 4.75% interest. |
(13) | This property was sold to an affiliated party. Represents results for NNN 2002 Value Fund LLC’s 50% interest. |
(14) | This property was sold to an affiliated party. |
(15) | In connection with the sale, we received a note receivable secured by the property, bears interest at a fixed rate of 8.0% per annum and matures on April 1, 2008. The note requires monthly interest-only payments. |
(16) | Represents results only for NNN 2003 Value Fund LLC’s 18.3% interest. |
(17) | Represents results only for NNN 2003 Value Fund LLC’s 4.6% interest. |
(18) | Represents the book value gain. Under liquidation accounting, adopted as of June 30, 2005 for T REIT, Inc. and August 31, 2005 for NNN 2002 Value Fund, LLC, an investment is carried at its estimated fair value less costs to sell. |
A-12
Table of Contents
(19) | The allocation of the taxable gain between ordinary and capital is as follows: |
Capital Gain/(Loss) | Ordinary Income/(Loss) | Total | ||||||||||
T REIT, Inc. | ||||||||||||
Northstar Crossing Shopping Center | $ | (22,000 | ) | $ | — | $ | (22,000 | ) | ||||
Thousand Oaks(a) | N/A | — | — | |||||||||
Pahrump Valley Junction Shopping Center | 2,569,000 | — | 2,569,000 | |||||||||
Gateway Mall | 1,477,000 | — | 1,477,000 | |||||||||
Gateway Mall Land | 243,000 | — | 243,000 | |||||||||
Saddleback Financial Center | 716,000 | — | 716,000 | |||||||||
County Center Drive | 259,000 | (23,000 | ) | 236,000 | ||||||||
City Center West A | 10,277,000 | (912,000 | ) | 9,365,000 | ||||||||
Emerald Plaza | 609,000 | (129,000 | ) | 480,000 | ||||||||
Pacific Corporate Park | 688,000 | (85,000 | ) | 603,000 | ||||||||
G REIT, Inc. | ||||||||||||
525 B Street | 11,769,000 | (615,000 | ) | 11,154,000 | ||||||||
Park Sahara | 177,000 | (9,000 | ) | 168,000 | ||||||||
NNN 2002 Value Fund, LLC | ||||||||||||
Bank of America Plaza West | 6,363,000 | (508,000 | ) | 5,855,000 | ||||||||
Netpark | 8,481,000 | 1,069,000 | 9,550,000 | |||||||||
NNN 2003 Value Fund, LLC | ||||||||||||
Satellite Place | — | 509,000 | 509,000 | |||||||||
Financial Plaza | — | 2,254,000 | 2,254,000 | |||||||||
801 K Street | 1,972,000 | 48,000 | 2,020,000 | |||||||||
Emerald Plaza | 1,029,000 | (218,000 | ) | 811,000 | ||||||||
Southwood Tower(a) | N/A | $ | (4,000 | ) | $ | (4,000 | ) |
(a) | No gain was recognized for tax purposes on the sale of Thousand Oaks and Southwood Tower as the net proceeds from the sale were reinvested in a like-kind exchange under Section 1031 of the Code. |
A-13
Table of Contents
A-14
Table of Contents
Total Private | |||||||||||||||||||||
Less | Programs | ||||||||||||||||||||
One | 74 | Subtotal of | 12 Affiliated | Excluding | |||||||||||||||||
Notes | TIC | 75 Private | Program | Affiliated | |||||||||||||||||
Program | Programs | Programs | Ownerships | Ownerships | |||||||||||||||||
Dollar Amount Offered | $ | 10,000,000 | $ | 886,883,544 | $ | 896,883,544 | $ | 58,018,075 | $ | 838,865,469 | |||||||||||
Dollar Amount Raised | $ | 1,044,881 | $ | 886,765,644 | $ | 887,810,525 | $ | 58,018,075 | $ | 829,792,450 | |||||||||||
Percentage Amount Raised | 10.4% | 100.0% | 99.0% | 100.0% | 98.9% | ||||||||||||||||
Less Offering Expenses: | |||||||||||||||||||||
Selling Commissions | 6.5% | 7.3% | 7.3% | 7.8% | 7.3% | ||||||||||||||||
Marketing Support & Due Diligence Reimbursement | 1.0% | 2.9% | 2.9% | 2.5% | 3.0% | ||||||||||||||||
Organization & Offering Expenses(1) | 0.5% | 3.2% | 3.2% | 3.8% | 3.1% | ||||||||||||||||
Reserves | 0.0% | 7.0% | 7.0% | 10.1% | 6.7% | ||||||||||||||||
Percent Available for Investment | 92.0% | 79.6% | 79.6% | 75.8% | 79.9% | ||||||||||||||||
Acquisition Cost: | |||||||||||||||||||||
Cash Down Payment | 92.0% | 77.0% | 77.0% | 72.1% | 77.3% | ||||||||||||||||
Loan Fees | 0.0% | 2.3% | 2.3% | 2.0% | 2.3% | ||||||||||||||||
Acquisition Fees Paid to Affiliates | 0.0% | 0.3% | 0.3% | 1.7% | 0.3% | ||||||||||||||||
Total Acquisition Cost | 92.0% | 79.6% | 79.6% | 75.8% | 79.9% | ||||||||||||||||
Percent Leveraged | N/A | 69% | |||||||||||||||||||
Date Offering Began | 1-Aug-02 | August 9, 2002 to October 13, 2005 | |||||||||||||||||||
Date Offering Ended | 22-May-03 | March 6, 2003 to December 15, 2005 | |||||||||||||||||||
Length of Offering (months) | 10 months | 2 to 12 months | |||||||||||||||||||
Months to Invest 90% of Amount Available for Investment | |||||||||||||||||||||
(Measured from Beginning of Offering) | 10 months | 1 to 7 months | |||||||||||||||||||
Number of Investors | |||||||||||||||||||||
Note Unit Holders | 22 | — | 22 | — | 22 | ||||||||||||||||
LLC Members | — | 1,315 | 1,315 | 9 | 1,306 | ||||||||||||||||
Tenants In Common (TICs) | — | 1,536 | 1,536 | 3 | 1,533 | ||||||||||||||||
Total | 22 | 2,851 | 2,873 | 12 | 2,861 | ||||||||||||||||
(1) | Includes legal, accounting, printing and other offering expenses, including amounts for the reimbursement for marketing, salaries and direct expenses of employees engaged in marketing and other organization expenses. |
A-15
Table of Contents
74 TIC | One Notes | 49 Other | 124 Private | 14 Affiliated | Excluding | |||||||||||||||||||||
Programs | Program | Programs | Programs | Program Ownerships | Affiliated Ownerships | |||||||||||||||||||||
Date Offering Commenced | October 9, 2002 to October 13, 2005 | August 1, 2002 | July 1, 1998 to November 29, 2005 | |||||||||||||||||||||||
Dollar Amount Raised | $ | 886,765,644 | $ | 1,044,881 | $ | 333,941,487 | $ | 1,221,752,012 | $ | 61,634,586 | $ | 1,160,117,426 | ||||||||||||||
Amounts Paid to Sponsor from Proceeds of Offering: | ||||||||||||||||||||||||||
Selling Commissions to Selling Group Members | $ | 64,996,807 | $ | 67,917 | $ | 10,813,918 | $ | 75,878,642 | $ | 4,642,685 | $ | 71,235,957 | ||||||||||||||
Marketing Support & Due Diligence Reimbursement | 25,968,982 | 10,449 | 5,279,456 | 31,258,887 | 1,545,143 | 29,713,744 | ||||||||||||||||||||
Organization & Offering Expenses | 28,253,566 | 5,224 | 3,967,370 | 32,226,160 | 2,246,123 | 29,980,037 | ||||||||||||||||||||
Loan Fees | 6,409,745 | — | 1,115,950 | 7,525,695 | 38,791 | 7,486,904 | ||||||||||||||||||||
Acquisition Fees | 1,729,100 | — | 1,729,100 | — | 1,729,100 | |||||||||||||||||||||
Totals | $ | 127,358,200 | $ | 83,590 | $ | 21,176,694 | $ | 148,618,484 | $ | 8,472,742 | $ | 140,145,742 | ||||||||||||||
Amounts paid to Sponsor by Seller at Acquisition | ||||||||||||||||||||||||||
Real Estate Commissions — Acquisition | $ | 56,491,723 | $ | 0 | $ | 6,570,500 | $ | 63,062,223 | $ | 3,420,859 | $ | 59,641,364 | ||||||||||||||
Dollar Amount of Cash Generated from Operations Before Deducting Payments to Sponsor | $ | 145,343,828 | $ | 0 | $ | 49,386,806 | $ | 194,730,634 | $ | 16,359,762 | $ | 178,370,872 | ||||||||||||||
Amounts Paid to Sponsor from Operations — Year 2003 | ||||||||||||||||||||||||||
Property Management Fees | 294,181 | — | 1,626,576 | 1,920,757 | 86,828 | 1,833,929 | ||||||||||||||||||||
Asset Management Fees | — | — | 105,465 | 105,465 | — | 105,465 | ||||||||||||||||||||
Leasing Commissions | 150,487 | — | 772,955 | 923,442 | 66,726 | 856,716 | ||||||||||||||||||||
Totals | $ | 444,668 | $ | — | $ | 2,504,996 | $ | 2,949,664 | $ | 153,554 | $ | 2,796,110 | ||||||||||||||
Amounts Paid to Sponsor from Operations — Year 2004 | ||||||||||||||||||||||||||
Property Management Fees | 6,410,282 | — | 3,056,490 | 9,466,772 | 1,047,197 | 8,419,575 | ||||||||||||||||||||
Asset Management Fees | 58,549 | — | 954,351 | 1,012,900 | — | 1,012,900 | ||||||||||||||||||||
Leasing Commissions | 2,018,282 | — | 845,010 | 2,863,292 | 336,632 | 2,526,660 | ||||||||||||||||||||
Totals | $ | 8,487,113 | $ | — | $ | 4,855,851 | $ | 13,342,964 | $ | 1,383,829 | $ | 11,959,135 | ||||||||||||||
Amounts Paid to Sponsor from Operations — Year 2005 | ||||||||||||||||||||||||||
Property Management Fees | 9,078,603 | — | 1,397,386 | 10,475,989 | 1,210,899 | 9,265,090 | ||||||||||||||||||||
Asset Management Fees | 31,103 | — | 990,656 | 1,021,759 | — | 1,021,759 | ||||||||||||||||||||
Leasing Commissions | 359,155 | — | 323,837 | 682,992 | 32,927 | 650,065 | ||||||||||||||||||||
Totals | $ | 9,468,861 | $ | — | $ | 2,711,879 | $ | 12,180,740 | $ | 1,243,826 | $ | 10,936,914 | ||||||||||||||
Amounts Paid to Sponsor from property sales and refinancings | ||||||||||||||||||||||||||
Real Estate Commissions | $ | 7,286,800 | $ | — | $ | 3,570,525 | $ | 10,857,325 | $ | 723,490 | $ | 10,133,835 | ||||||||||||||
Incentive Fees | — | — | 908,442 | 908,442 | — | 908,442 | ||||||||||||||||||||
Construction Management Fees | 243,438 | — | 57,710 | 301,148 | 60,189 | 240,959 | ||||||||||||||||||||
Refinancing Fees | 605,761 | — | 60,000 | 665,761 | 81,900 | 583,861 | ||||||||||||||||||||
Totals | $ | 8,135,999 | $ | — | $ | 4,596,677 | $ | 12,732,676 | $ | 865,579 | $ | 11,867,097 | ||||||||||||||
A-16
Table of Contents
2005 | 2004 | 2003 | 2002 | 2001 | 2000 | 1999 | ||||||||||||||||||||||||
100 | 71 | 49 | 31 | 16 | Five | One | ||||||||||||||||||||||||
TIC Programs | TIC Programs | TIC Programs | TIC Programs | TIC Programs | TIC Programs | TIC Program | ||||||||||||||||||||||||
Gross Revenues | $ | 237,334,498 | $ | 158,435,756 | $ | 73,830,542 | $ | 30,125,543 | $ | 14,234,852 | $ | 2,085,223 | $ | 133,710 | ||||||||||||||||
Profit on Sale of Properties | 45,056,864 | 3,365,199 | 1,839,551 | 2,308,234 | 59,448 | — | — | |||||||||||||||||||||||
Less: Operating Expenses | 90,711,106 | 53,838,379 | 25,103,518 | 8,494,231 | 4,997,316 | 570,211 | 47,456 | |||||||||||||||||||||||
General and Administrative Expenses | 4,558,250 | 2,324,805 | 1,026,147 | 499,928 | 434,269 | 76,130 | 12,535 | |||||||||||||||||||||||
Interest Expense | 73,048,859 | 41,388,195 | 20,922,655 | 10,550,190 | 5,688,403 | 947,511 | 34,049 | |||||||||||||||||||||||
Depreciation & Amortization | ||||||||||||||||||||||||||||||
Net Income(1) | $ | 114,073,147 | $ | 64,249,576 | $ | 28,617,773 | $ | 12,889,428 | $ | 3,174,312 | $ | 491,371 | $ | 39,670 | ||||||||||||||||
Taxable Income (Loss)(1) | ||||||||||||||||||||||||||||||
Cash Generated From: | ||||||||||||||||||||||||||||||
Operations | $ | 70,970,375 | $ | 60,042,858 | $ | 26,694,837 | $ | 11,000,424 | $ | 3,523,074 | $ | 491,371 | $ | 39,670 | ||||||||||||||||
Sales | 156,628,091 | 11,384,836 | 3,707,529 | 4,159,721 | 393,112 | — | — | |||||||||||||||||||||||
Refinancing | 7,651,693 | 819,282 | — | 2,536,653 | 25,820 | — | — | |||||||||||||||||||||||
Cash Generated From Operations, Sales & Refinancing | ||||||||||||||||||||||||||||||
Before Additional Cash Adjustments | 235,250,159 | 72,246,976 | 30,402,366 | 17,696,798 | 3,942,006 | 491,371 | 39,670 | |||||||||||||||||||||||
Additional Cash Adjustments | ||||||||||||||||||||||||||||||
Less: Monthly Mortgage Principal Repayments | 8,112,650 | 6,304,187 | 2,659,787 | 1,237,569 | 499,014 | 65,950 | — | |||||||||||||||||||||||
Cash Generated From Operations, Sales & Refinancing | 227,137,509 | 65,942,789 | 27,742,579 | 16,459,229 | 3,442,992 | 425,421 | 39,670 | |||||||||||||||||||||||
Less: Cash Distributions to Investors From: | ||||||||||||||||||||||||||||||
Operating Cash Flow | 54,623,675 | 34,311,296 | 14,827,921 | 6,207,705 | 2,299,304 | 300,046 | 10,494 | |||||||||||||||||||||||
Sales & Refinancing | 149,047,867 | 12,142,157 | 3,596,336 | 6,273,976 | — | — | — | |||||||||||||||||||||||
Other (return of capital) | 235,011 | 618,334 | 355,968 | 79,728 | 100,901 | 43,588 | — | |||||||||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions | 23,230,956 | 18,871,002 | 8,962,354 | 3,897,820 | 1,042,787 | 81,787 | 29,176 | |||||||||||||||||||||||
Less: Special Items (not including Sales & Refinancing) | — | — | — | — | — | — | — | |||||||||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions and Special Items | $ | 23,230,956 | $ | 18,871,002 | $ | 8,962,354 | $ | 3,897,820 | $ | 1,042,787 | $ | 81,787 | $ | 29,176 | ||||||||||||||||
Tax and Distribution Data Per $1,000 Invested | ||||||||||||||||||||||||||||||
Federal Income Tax Results(1): | ||||||||||||||||||||||||||||||
Cash Distributions to Investors | ||||||||||||||||||||||||||||||
Sources (on Tax basis) | ||||||||||||||||||||||||||||||
— Investment Income | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
— Return of Capital | 0.24 | 0.97 | 1.09 | 0.62 | 1.83 | 2.87 | — | |||||||||||||||||||||||
Sources (on Cash basis) | ||||||||||||||||||||||||||||||
— Sales and Refinancing | 151.42 | 19.04 | 10.97 | 48.83 | — | — | — | |||||||||||||||||||||||
— Operations | $ | 55.49 | $ | 53.80 | $ | 45.24 | $ | 48.32 | $ | 41.78 | $ | 19.75 | $ | 5.25 |
(1) | For the TIC programs, individual investors are involved in a tax deferred exchange. Each TIC has an individual tax bases for depreciation and amortization and is responsible for their own calculations of depreciation and amortization. |
A-17
Table of Contents
2005 | 2004 | 2003 | 2002 | 2001 | ||||||||||||||||||
14 Affiliated | 14 Affiliated | 6 Affiliated | 2 Affiliated | 1 Affiliated | ||||||||||||||||||
Programs | Programs | Programs | Programs | Program | ||||||||||||||||||
Gross Revenues | $ | 11,244,143 | $ | 18,500,226 | $ | 6,352,154 | $ | 594,889 | $ | 22,090 | ||||||||||||
Profit on Sale of Properties | 3,113,871 | — | 158,777 | 145,659 | — | |||||||||||||||||
Less: Operating Expenses | 5,592,738 | 6,699,094 | 2,815,081 | 233,660 | 4,264 | |||||||||||||||||
General and Administrative Expenses | 181,192 | 154,620 | 81,474 | 12,452 | — | |||||||||||||||||
Interest Expense | 2,743,523 | 3,662,498 | 1,244,057 | 196,158 | 7,528 | |||||||||||||||||
Depreciation & Amortization | ||||||||||||||||||||||
Net Income(1) | $ | 5,840,561 | $ | 7,984,014 | $ | 2,370,319 | $ | 298,278 | $ | 10,298 | ||||||||||||
Taxable Income (Loss)(1): | ||||||||||||||||||||||
Cash Generated From (Used By): | ||||||||||||||||||||||
Operations | $ | 2,784,768 | $ | 7,669,401 | $ | 2,227,233 | $ | 179,878 | $ | 10,298 | ||||||||||||
Sales | 12,910,464 | — | 334,987 | 118,459 | — | |||||||||||||||||
Refinancing | (10,403 | ) | 287,066 | — | — | — | ||||||||||||||||
Cash Generated From Operations, Sales & Refinancing | ||||||||||||||||||||||
Before Additional Cash Adjustments | 15,684,829 | 7,956,467 | 2,562,220 | 298,337 | 10,298 | |||||||||||||||||
Additional Cash Adjustments | ||||||||||||||||||||||
Less: Monthly Mortgage Principal Repayments | 144,097 | 105,701 | 34,142 | 10,842 | 1,709 | |||||||||||||||||
Cash Generated From Operations, Sales & Refinancing | 15,540,732 | 7,850,766 | 2,528,078 | 287,495 | 8,589 | |||||||||||||||||
Less: Cash Distributions to Investors From: | ||||||||||||||||||||||
Operating Cash Flow | 2,785,059 | 3,965,091 | 1,229,694 | 133,559 | — | |||||||||||||||||
Sales & Refinancing | 11,054,797 | 259,288 | 292,767 | — | — | |||||||||||||||||
Other (return of capital) | — | 20,997 | — | — | — | |||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions | 1,700,876 | 3,605,390 | 1,005,617 | 153,936 | 8,589 | |||||||||||||||||
Less: Special Items (not including Sales & Refinancing) | — | — | — | — | — | |||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions and Special Items | $ | 1,700,876 | $ | 3,605,390 | $ | 1,005,617 | $ | 153,936 | $ | 8,589 | ||||||||||||
Tax and Distribution Data Per $1,000 Invested | ||||||||||||||||||||||
Federal Income Tax Results(1): | ||||||||||||||||||||||
Cash Distributions to Investors | ||||||||||||||||||||||
Sources (on Tax basis) | ||||||||||||||||||||||
— Investment Income | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
— Return of Capital | — | 0.34 | — | — | — | |||||||||||||||||
Sources (on Cash basis) | ||||||||||||||||||||||
— Sales and Refinancings | 182.07 | 4.17 | 8.93 | — | — | |||||||||||||||||
— Operations | $ | 45.87 | $ | 63.81 | $ | 37.50 | $ | 49.47 | $ | — |
(1) | For the TIC programs, individual investors are involved in a tax deferred exchange. Each TIC has an individual tax bases for depreciation and amortization and is responsible for their own calculations of depreciation and amortization. |
A-18
Table of Contents
2005 | 2004 | 2003 | 2002 | 2001 | 2000 | 1999 | ||||||||||||||||||||||||
100 | 71 | 49 | 31 | 16 | Five | One | ||||||||||||||||||||||||
TIC Programs | TIC Programs | TIC Programs | TIC Programs | TIC Programs | TIC Programs | TIC Program | ||||||||||||||||||||||||
Gross Revenues | $ | 226,090,355 | $ | 139,935,530 | $ | 67,478,388 | $ | 29,530,654 | $ | 14,212,762 | $ | 2,085,223 | $ | 133,710 | ||||||||||||||||
Profit on Sale of Properties | 41,942,993 | 3,365,199 | 1,680,774 | 2,162,575 | 59,448 | — | — | |||||||||||||||||||||||
Less: Operating Expenses | 85,118,368 | 47,139,285 | 22,288,437 | 8,260,571 | 4,993,052 | 570,211 | 47,456 | |||||||||||||||||||||||
General and Administrative Expenses | 4,377,058 | 2,170,185 | 944,673 | 487,476 | 434,269 | 76,130 | 12,535 | |||||||||||||||||||||||
Interest Expense | 70,305,336 | 37,725,697 | 19,678,598 | 10,354,032 | 5,680,875 | 947,511 | 34,049 | |||||||||||||||||||||||
Depreciation & Amortization | ||||||||||||||||||||||||||||||
Net Income(1) | $ | 108,232,586 | $ | 56,265,562 | $ | 26,247,454 | $ | 12,591,150 | $ | 3,164,014 | $ | 491,371 | $ | 39,670 | ||||||||||||||||
Taxable Income (Loss)(1): | ||||||||||||||||||||||||||||||
Cash Generated From: | ||||||||||||||||||||||||||||||
Operations | $ | 68,185,607 | $ | 52,373,457 | $ | 24,467,604 | $ | 10,820,546 | $ | 3,512,776 | $ | 491,371 | $ | 39,670 | ||||||||||||||||
Sales | 143,717,627 | 11,384,836 | 3,372,542 | 4,041,262 | 393,112 | — | — | |||||||||||||||||||||||
Refinancing | 7,662,096 | 532,216 | — | 2,536,653 | 25,820 | — | — | |||||||||||||||||||||||
Cash Generated From Operations, Sales & Refinancing | ||||||||||||||||||||||||||||||
Before Additional Cash Adjustments | 219,565,330 | 64,290,509 | 27,840,146 | 17,398,461 | 3,931,708 | 491,371 | 39,670 | |||||||||||||||||||||||
Additional Cash Adjustments | ||||||||||||||||||||||||||||||
Less: Monthly Mortgage Principal Repayments | 7,968,553 | 6,198,486 | 2,625,645 | 1,226,727 | 497,305 | 65,950 | — | |||||||||||||||||||||||
Cash Generated From Operations, Sales & Refinancing | 211,596,777 | 58,092,023 | 25,214,501 | 16,171,734 | 3,434,403 | 425,421 | 39,670 | |||||||||||||||||||||||
Less: Cash Distributions to Investors From: | ||||||||||||||||||||||||||||||
Operating Cash Flow | 51,838,616 | 30,346,205 | 13,598,227 | 6,074,146 | 2,299,304 | 300,046 | 10,494 | |||||||||||||||||||||||
Sales & Refinancing | 137,993,070 | 11,882,869 | 3,303,569 | 6,273,976 | — | — | — | |||||||||||||||||||||||
Other (return of capital) | 235,011 | 597,337 | 355,968 | 79,728 | 100,901 | 43,588 | — | |||||||||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions | 21,530,080 | 15,265,612 | 7,956,737 | 3,743,884 | 1,034,198 | 81,787 | 29,176 | |||||||||||||||||||||||
Less: Special Items (not including Sales & Refinancing) | — | — | — | — | — | — | — | |||||||||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions and Special Items | $ | 21,530,080 | $ | 15,265,612 | $ | 7,956,737 | $ | 3,743,884 | $ | 1,034,198 | $ | 81,787 | $ | 29,176 | ||||||||||||||||
Tax and Distribution Data Per $1,000 Invested | ||||||||||||||||||||||||||||||
Federal Income Tax Results(1): | ||||||||||||||||||||||||||||||
Cash Distributions to Investors | ||||||||||||||||||||||||||||||
Sources (on Tax basis) | ||||||||||||||||||||||||||||||
— Investment Income | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
— Return of Capital | 0.25 | 1.04 | 1.21 | 0.63 | 1.85 | 2.87 | — | |||||||||||||||||||||||
Sources (on Cash basis) | ||||||||||||||||||||||||||||||
— Sales and Refinancings | 149.40 | 20.65 | 11.20 | 49.88 | — | — | — | |||||||||||||||||||||||
— Operations | $ | 56.13 | $ | 52.72 | $ | 46.10 | $ | 48.29 | $ | 42.16 | $ | 19.75 | $ | 5.25 |
(1) | For the TIC programs, individual investors are involved in a tax deferred exchange. Each TIC has an individual tax bases for depreciation and amortization and is responsible for their own calculations of depreciation and amortization. |
A-19
Table of Contents
2005 | 2004 | 2003 | 2002 | 2001 | ||||||||||||||||||
Gross Revenues | $ | 631,180 | $ | 2,034,929 | $ | 1,903,524 | $ | 2,154,090 | $ | 131,060 | ||||||||||||
Profit on Sale of Properties | 2,030,172 | — | 181,367 | 148,478 | — | |||||||||||||||||
Less: Operating Expenses | 401,885 | 980,612 | 885,929 | 999,943 | 62,336 | |||||||||||||||||
General and Administrative Expenses | 163,504 | 94,807 | 138,261 | 127,893 | — | |||||||||||||||||
Interest Expense | 240,744 | 558,522 | 494,086 | 793,565 | 68,223 | |||||||||||||||||
Depreciation & Amortization | 351,244 | 636,822 | 423,758 | 473,500 | 35,452 | |||||||||||||||||
Net Income (Loss) — Tax Basis | $ | 1,503,975 | $ | (235,834 | ) | $ | 142,857 | $ | (92,333 | ) | $ | (34,951 | ) | |||||||||
Taxable Income (Loss) From: | ||||||||||||||||||||||
Operations | $ | (526,197 | ) | $ | (235,834 | ) | $ | (38,510 | ) | $ | (240,811 | ) | $ | (34,951 | ) | |||||||
Gain on Sale | 2,030,172 | — | 181,367 | 148,478 | — | |||||||||||||||||
Cash Generated From (Used By): | ||||||||||||||||||||||
Operations | (174,953 | ) | 648,863 | 412,827 | 280,598 | 501 | ||||||||||||||||
Sales | 7,102,052 | — | 588,766 | 208,200 | — | |||||||||||||||||
Refinancing | — | (88,806 | ) | — | — | — | ||||||||||||||||
Cash Generated From Operations, Sales & Refinancing | ||||||||||||||||||||||
Before Additional Cash Adjustments | 6,927,099 | 560,057 | 1,001,593 | 488,798 | 501 | |||||||||||||||||
Additional Cash Adjustments | ||||||||||||||||||||||
Less: Monthly Mortgage Principal Repayments | 52,148 | 77,695 | 66,812 | 62,020 | — | |||||||||||||||||
Cash Generated From Operations, Sales & Refinancing | 6,874,951 | 482,362 | 934,781 | 426,778 | 501 | |||||||||||||||||
Less: Cash Distributions to Investors From: | ||||||||||||||||||||||
Operating Cash Flow | — | 647,681 | 180,696 | 218,578 | 501 | |||||||||||||||||
Sales & Refinancing | 2,623,375 | — | 588,766 | 208,200 | — | |||||||||||||||||
Other (return of capital) | — | 121,775 | — | 130,342 | 17,848 | |||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions | 4,251,576 | (287,094 | ) | 165,319 | (130,342 | ) | (17,848 | ) | ||||||||||||||
Less: Special Items (not including Sales & Refinancing) | — | — | — | — | — | |||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions and Special Items | $ | 4,251,576 | $ | (287,094 | ) | $ | 165,319 | $ | (130,342 | ) | $ | (17,848 | ) | |||||||||
Tax and Distribution Data Per $1,000 Invested | ||||||||||||||||||||||
Federal Income Tax Results: | ||||||||||||||||||||||
Ordinary Income (Loss) | ||||||||||||||||||||||
— from operations | $ | (47.87 | ) | $ | (21.45 | ) | $ | (3.50 | ) | $ | (21.91 | ) | $ | (13.66 | ) | |||||||
— from recapture | — | — | — | — | ||||||||||||||||||
Capital Gain (Loss) | 184.69 | — | 16.50 | 13.51 | — | |||||||||||||||||
Cash Distributions to Investors | ||||||||||||||||||||||
Sources (on Tax basis) | ||||||||||||||||||||||
— Investment Income | — | — | — | — | — | |||||||||||||||||
— Return of Capital | — | 11.08 | — | 11.86 | 6.98 | |||||||||||||||||
Sources (on Cash basis) | ||||||||||||||||||||||
— Sales | 238.66 | — | 53.56 | 18.94 | — | |||||||||||||||||
— Refinancing | — | — | — | — | — | |||||||||||||||||
— Operations | $ | — | $ | 58.92 | $ | 16.44 | $ | 19.88 | $ | 0.20 |
A-20
Table of Contents
2005 | 2004 | 2003 | 2002 | 2001 | 2000 | |||||||||||||||||||||
three | three | three | two | two | two | |||||||||||||||||||||
Notes Programs | Notes Programs | Notes Programs | Notes Programs | Notes Programs | Notes Programs | |||||||||||||||||||||
Gross Revenues(1) | $ | 18,663 | $ | 743,181 | $ | 372,466 | $ | 450,995 | $ | 545,594 | $ | 2,921 | ||||||||||||||
Profit on Sale of Properties | — | — | — | — | — | — | ||||||||||||||||||||
Less: Operating Expenses | — | — | — | — | — | — | ||||||||||||||||||||
General and Administrative Expenses | 28,409 | 24,506 | 21,749 | 23,057 | 27,616 | — | ||||||||||||||||||||
Interest Expense(2) | 280,946 | 802,717 | 1,176,366 | 796,892 | 557,274 | 29,712 | ||||||||||||||||||||
Depreciation & Amortization | — | — | — | — | — | — | ||||||||||||||||||||
Net Income | $ | (290,692 | ) | $ | (84,042 | ) | $ | (825,649 | ) | $ | (368,954 | ) | $ | (39,296 | ) | $ | (26,791 | ) | ||||||||
Taxable Income (Loss)(3): | ||||||||||||||||||||||||||
Cash Generated From: | ||||||||||||||||||||||||||
Operations | $ | (372,427 | ) | $ | (130,010 | ) | $ | (681,456 | ) | $ | (368,537 | ) | $ | (15,512 | ) | $ | (26,791 | ) | ||||||||
Sales | — | — | — | — | — | — | ||||||||||||||||||||
Refinancing | — | — | — | — | — | — | ||||||||||||||||||||
Cash Generated From Operations, Sales & Refinancing | ||||||||||||||||||||||||||
Before Additional Cash Adjustments | (372,427 | ) | (130,010 | ) | (681,456 | ) | (368,537 | ) | (15,512 | ) | (26,791 | ) | ||||||||||||||
Additional Cash Adjustments | ||||||||||||||||||||||||||
Less: Monthly Mortgage Principal Repayments | ||||||||||||||||||||||||||
Cash Generated From Operations, Sales & Refinancing | (372,427 | ) | (130,010 | ) | (681,456 | ) | (368,537 | ) | (15,512 | ) | (26,791 | ) | ||||||||||||||
Less: Cash Distributions to Investors From: | ||||||||||||||||||||||||||
Operating Cash Flow | — | — | — | — | — | — | ||||||||||||||||||||
Sales & Refinancing | — | — | — | — | — | — | ||||||||||||||||||||
Other (return of capital) | — | — | — | — | — | — | ||||||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions | (372,427 | ) | (130,010 | ) | (681,456 | ) | (368,537 | ) | (15,512 | ) | (26,791 | ) | ||||||||||||||
Less: Special Items (not including Sales & Refinancing) | — | — | — | — | — | — | ||||||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions and Special Items | $ | (372,427 | ) | $ | (130,010 | ) | $ | (681,456 | ) | $ | (368,537 | ) | $ | (15,512 | ) | $ | (26,791 | ) | ||||||||
Tax and Distribution Data Per $1,000 Invested | ||||||||||||||||||||||||||
Federal Income Tax Results (Note A): | ||||||||||||||||||||||||||
Cash Distributions to Investors | ||||||||||||||||||||||||||
Sources (on Tax basis) | ||||||||||||||||||||||||||
— Investment Income | $ | 10.29 | $ | 11.03 | $ | 10.65 | $ | 10.73 | $ | 10.64 | $ | 10.95 | ||||||||||||||
— Return of Capital | — | — | — | — | — | — | ||||||||||||||||||||
Sources (on Cash basis) | ||||||||||||||||||||||||||
— Sales and Refinancing | — | — | — | — | — | — | ||||||||||||||||||||
— Operations | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — |
(1) | Gross Revenue represents interest income from loans made to other affiliated programs of Triple Net Properties. |
(2) | Cash distributions to the note unit holders are included in the Interest Expense category above. For the years ending 2005, 2004, 2003, 2002, 2001 and 2000, the note unit holders received distributions of $314,787, $650,738, $776,504, $804,850, $535,263 and $29,712, respectively. |
(3) | The notes programs do not require depreciation and results are consolidated with Triple Net Properties, therefore, there is no presentation of Taxable Income (Loss). |
A-21
Table of Contents
NNN | NNN | NNN | NNN | Yerington | NNN | NNN | NNN | |||||||||||||||||||||||||||||||||||||||
Tellride | Kiwi | 2000 | Town & | Bryant | Saddleback | NNN | Shopping | Tech | Alamosa | County | ||||||||||||||||||||||||||||||||||||
Barstow, | Assoc, | Value Fund, | Country, | Ranch, | Financial, | Fund VIII, | Center, | Fund III, | Plaza, | Center Drive, | ||||||||||||||||||||||||||||||||||||
LLC | LLC | LLC | LLC | LLC | LLC | LLC | LLC | LLC | LLC | LLC | ||||||||||||||||||||||||||||||||||||
Dollar Amount Raised | $ | 1,619,550 | $ | 2,681,352 | $ | 4,816,000 | $ | 7,200,000 | $ | 5,000,000 | $ | 3,865,800 | $ | 8,000,000 | $ | 1,625,000 | $ | 3,698,750 | $ | 6,650,000 | $ | 3,125,000 | ||||||||||||||||||||||||
Number of Properties Purchased | 1 | 1 | 7 | 1 | 1 | 1 | 3 | 1 | 3 | 1 | 1 | |||||||||||||||||||||||||||||||||||
Date of Closing of Offering | 16-Dec-98 | 4-Feb-01 | 27-Feb-01 | 29-Mar-00 | 12-Nov-02 | 29-Oct-02 | 7-Mar-00 | 3-Aug-99 | 20-Jun-00 | 25-Oct-02 | 6-Feb-02 | |||||||||||||||||||||||||||||||||||
Date of First Sale of Property | 19-Feb-03 | 25-Feb-03 | 26-Oct-01 | 25-Jun-04 | 2-Nov-04 | 27-Dec-04 | 26-Mar-02 | 17-Jan-05 | 3-Jul-01 | 24-Mar-05 | 14-Apr-05 | |||||||||||||||||||||||||||||||||||
Date of Final Sale of Property | 19-Feb-03 | 25-Feb-03 | 15-Oct-02 | 25-Jun-04 | 2-Nov-04 | 27-Dec-04 | 6-Jan-04 | 17-Jan-05 | 7-Feb-05 | 24-Mar-05 | 14-Apr-05 | |||||||||||||||||||||||||||||||||||
Tax and Distribution Data Per $1,000 Invested | ||||||||||||||||||||||||||||||||||||||||||||||
Federal Income Tax Results(1): | ||||||||||||||||||||||||||||||||||||||||||||||
Cash Distributions to Investors | ||||||||||||||||||||||||||||||||||||||||||||||
Sources (on Tax basis) | ||||||||||||||||||||||||||||||||||||||||||||||
— Investment Income | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||
— Return of Capital | — | 26.58 | 34.78 | 71.23 | — | 11.83 | 125.22 | 54.24 | — | 13.82 | — | |||||||||||||||||||||||||||||||||||
Sources (on Cash basis) | ||||||||||||||||||||||||||||||||||||||||||||||
— Sales | 884.53 | 1,053.34 | 880.51 | 1,221.31 | 1,206.17 | 1,384.96 | 1,305.19 | 1,132.76 | 1,293.88 | 1,266.59 | 1,206.37 | |||||||||||||||||||||||||||||||||||
— Refinancing | — | — | 195.48 | 68.33 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
— Operations | $ | 401.16 | $ | 175.12 | $ | 155.63 | $ | 268.98 | $ | 184.74 | $ | 161.10 | $ | 129.11 | $ | 496.14 | $ | 446.45 | $ | 200.77 | $ | 247.48 |
(1) | There are two notes programs that have completed operations and are closed. The notes programs report interest income to the note unit holders. The remaining programs included in this table are TIC programs with investors generally involved in tax deferred exchanges. Accordingly, each TIC has an individual tax basis for determining amortization and depreciation. Neither type of program requires depreciation or amortization, therefore, there is no presentation of Federal Income Tax Results. |
(2) | The investors received a note from Buyer as distributed proceeds from the sale. |
A-22
Table of Contents
(2) | NNN | NNN | ||||||||||||||||||||||||||||||||||||||||
Truckee | NNN | NNN | NNN | NNN | NNN | 2004 | 2006 | |||||||||||||||||||||||||||||||||||
River Office | NNN | Rocky Mountain | Jefferson | City Center | LV 1900 | Park | Notes | Notes | ||||||||||||||||||||||||||||||||||
Tower, | North Reno | Exchange, | Square, | West A, | Aerojet Way | Sahara, | Program, | Program, | Program | |||||||||||||||||||||||||||||||||
LLC | LLC | LLC | LLC | LLC | LLC | LLC | LLC | LLC | Totals | |||||||||||||||||||||||||||||||||
Dollar Amount Raised | $ | 5,550,000 | $ | 2,750,000 | $ | 2,670,000 | $ | 9,200,000 | $ | 1,237,803 | $ | 2,000,000 | $ | 4,953,000 | $ | 5,000,000 | $ | 1,044,881 | $ | 82,687,136 | ||||||||||||||||||||||
Number of Properties Purchased | 1 | 1 | 1 | 2 | 1 | 1 | 5 | N/A | N/A | 33 | ||||||||||||||||||||||||||||||||
Date of Closing of Offering | 15-Jul-99 | 19-Jun-02 | 15-Feb-01 | 26-Aug-03 | 15-Mar-02 | 31-Aug-01 | 17-Mar-03 | 14-Aug-01 | 22-May-03 | |||||||||||||||||||||||||||||||||
Date of First Sale of Property | 15-Apr-05 | 19-May-05 | 31-May-05 | 22-Jul-05 | 28-Jul-05 | 27-Sep-05 | 20-Dec-05 | N/A | N/A | |||||||||||||||||||||||||||||||||
Date of Final Sale of Property | 15-Apr-05 | 19-May-05 | 31-May-05 | 22-Jul-05 | 28-Jul-05 | 27-Sep-05 | 20-Dec-05 | N/A | N/A | |||||||||||||||||||||||||||||||||
Tax and Distribution Data Per $1,000 Invested | ||||||||||||||||||||||||||||||||||||||||||
Federal Income Tax Results(1): | ||||||||||||||||||||||||||||||||||||||||||
Cash Distributions to Investors | ||||||||||||||||||||||||||||||||||||||||||
Sources (on Tax basis) | ||||||||||||||||||||||||||||||||||||||||||
— Investment Income | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 66.00 | $ | 30.00 | ||||||||||||||||||||||||
— Return of Capital | — | — | 24.79 | — | 13.68 | — | 35.18 | — | — | |||||||||||||||||||||||||||||||||
Sources (on Cash basis) | ||||||||||||||||||||||||||||||||||||||||||
— Sales | 953.00 | 1,758.24 | 829.87 | 1,308.76 | 1,300.67 | 1,123.45 | 1,102.58 | — | — | |||||||||||||||||||||||||||||||||
— Refinancing | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
— Operations | $ | 619.55 | $ | 323.12 | $ | 187.30 | $ | 154.08 | $ | 256.93 | $ | 319.50 | $ | 128.07 | $ | — | $ | — |
(1) | There are two notes programs that have completed operations and are closed. The notes programs report interest income to the note unit holders. The remaining programs included in this table are TIC programs with investors generally involved in tax deferred exchanges. Accordingly, each TIC has an individual tax basis for determining amortization and depreciation. Neither type of program requires depreciation or amortization, therefore, there is no presentation of Federal Income Tax Results. |
(2) | The investors received a note from Buyer as distributed proceeds from the sale. |
A-23
Table of Contents
Selling Price, | Cost of Properties | |||||||||||||||||||||||||||||||||||||||||||||||
Net of Closing Costs & GAAP Adjustments | Including Closing & Soft Costs | |||||||||||||||||||||||||||||||||||||||||||||||
(3) | (4) | |||||||||||||||||||||||||||||||||||||||||||||||
Total | (Deficiency) | |||||||||||||||||||||||||||||||||||||||||||||||
(2) | Purchase | Adjustments | Acquisition | of Property | ||||||||||||||||||||||||||||||||||||||||||||
Cash | Mortgage | Resulting | (3) | Costs, Capital | Gain (loss) | Operating | ||||||||||||||||||||||||||||||||||||||||||
Received Net | Mortgage | Taken | from | Original | Improvements | on | Cash Receipts | |||||||||||||||||||||||||||||||||||||||||
(1) | Date | Date of | of Closing | Balance at | Back by | Application | Mortgage | Closing & | Sale of | Over Cash | ||||||||||||||||||||||||||||||||||||||
Property | Acquired | Sale | Costs | Time of Sale | Program | of GAAP | Total | Financing | Soft Costs | Total | Investment | Expenditures | ||||||||||||||||||||||||||||||||||||
Orange Street Plaza, Redlands, CA | Jul-00 | Feb-03 | $ | 2,656,381 | $ | 7,400,000 | N/A | N/A | $ | 10,056,381 | $ | 6,500,000 | $ | 2,146,956 | $ | 8,646,956 | $ | 1,409,425 | $ | (745,386 | ) | |||||||||||||||||||||||||||
Barstow Road Center, Barstow, CA | May-98 | Feb-03 | $ | 1,444,131 | $ | 2,743,242 | N/A | N/A | $ | 4,187,373 | $ | 2,871,000 | $ | 1,481,875 | $ | 4,352,875 | $ | (165,502 | ) | $ | 208,647 | |||||||||||||||||||||||||||
Palm Court at Empire Center, Fontana, CA | Aug-99 | May-03 | $ | 5,449,605 | $ | 7,045,741 | N/A | N/A | $ | 12,495,346 | $ | 6,522,500 | $ | 4,167,794 | $ | 10,690,294 | $ | 1,805,052 | $ | 113,905 | ||||||||||||||||||||||||||||
Belmont Plaza Shopping Center, Pueblo, CO | Jun-99 | Jan-04 | $ | 1,291,445 | $ | 2,737,342 | N/A | N/A | $ | 4,028,787 | $ | 2,840,000 | $ | 980,428 | $ | 3,820,428 | $ | 208,359 | $ | 84,960 | ||||||||||||||||||||||||||||
Century Plaza East Shopping Center, Lancaster, CA | Nov-98 | Feb-04 | $ | 3,434,518 | $ | 6,557,693 | N/A | N/A | $ | 9,992,211 | $ | 6,937,000 | $ | 2,029,944 | $ | 8,966,944 | $ | 1,025,267 | N/A | |||||||||||||||||||||||||||||
Town and Country Village Shopping Center, Sacramento, CA | Jul-99 | Jun-04 | $ | 8,848,316 | $ | 33,420,982 | N/A | N/A | $ | 42,269,298 | $ | 34,000,000 | $ | 6,472,676 | $ | 40,472,676 | $ | 1,796,622 | $ | 845,694 | ||||||||||||||||||||||||||||
Bryant Ranch Shopping Center, Yorba Linda, CA | Sep-02 | Nov-04 | $ | 6,030,873 | $ | 5,910,623 | N/A | N/A | $ | 11,941,496 | $ | 6,222,000 | $ | 4,295,532 | $ | 10,517,532 | $ | 1,423,964 | $ | 441,907 | ||||||||||||||||||||||||||||
Saddleback Financial Center, Laguna Hills, CA(5) | Sep-02 | Dec-04 | $ | 7,138,617 | $ | 7,269,300 | N/A | N/A | $ | 14,407,917 | $ | 7,650,000 | $ | 4,169,605 | $ | 11,819,605 | $ | 2,588,312 | $ | 260,813 | ||||||||||||||||||||||||||||
Yerington Plaza Shopping Center, Yerington, NV | Mar-99 | Jan-05 | $ | 1,924,607 | $ | 3,114,225 | N/A | N/A | $ | 5,038,832 | $ | 3,316,200 | $ | 1,261,108 | $ | 4,577,308 | $ | 461,524 | $ | (31,961 | ) | |||||||||||||||||||||||||||
Moreno Corporate Center, Moreno Valley, CA | Jun-00 | Feb-05 | $ | 6,687,677 | $ | 8,246,910 | N/A | N/A | $ | 14,934,587 | $ | 9,200,000 | $ | 3,420,584 | $ | 12,620,584 | $ | 2,314,003 | $ | (503,493 | ) | |||||||||||||||||||||||||||
Alamosa Plaza Shopping Center, Las Vegas, NV | Oct-02 | Mar-05 | $ | 8,538,537 | $ | 13,134,859 | N/A | N/A | $ | 21,673,396 | $ | 13,500,000 | $ | 5,213,556 | $ | 18,713,556 | $ | 2,959,840 | $ | (429 | ) | |||||||||||||||||||||||||||
County Center Drive, Temecula, CA(6) | Sep-01 | Apr-05 | $ | 3,614,632 | $ | 2,951,930 | N/A | N/A | $ | 6,566,562 | $ | 3,210,000 | $ | 2,247,787 | $ | 5,457,787 | $ | 1,108,775 | $ | 179,605 | ||||||||||||||||||||||||||||
Truckee River Office Tower, Reno, NV | Dec-98 | Apr-05 | $ | 4,902,752 | $ | 12,000,000 | N/A | N/A | $ | 16,902,752 | $ | 12,000,000 | $ | 6,434,344 | $ | 18,434,344 | $ | (1,531,592 | ) | $ | 1,951,679 | |||||||||||||||||||||||||||
North Reno Plaza Shopping Center, Reno, NV | Jun-02 | May-05 | $ | 4,750,826 | $ | 5,261,170 | N/A | N/A | $ | 10,011,996 | $ | 5,400,000 | $ | 1,898,590 | $ | 7,298,590 | $ | 2,713,406 | $ | (116,347 | ) | |||||||||||||||||||||||||||
Galena Street Building, Denver, CO(7) | Nov-00 | May-05 | $ | 0 | $ | 5,275,000 | $ | 2,215,747 | N/A | $ | 7,490,747 | $ | 5,275,000 | $ | 2,541,815 | $ | 7,816,815 | $ | (326,068 | ) | $ | 424,757 | ||||||||||||||||||||||||||
Jefferson Square, Seattle, WA | Jul-03 | Jul-05 | $ | 12,050,824 | $ | 12,834,953 | N/A | N/A | $ | 24,885,777 | $ | 13,070,000 | $ | 7,583,949 | $ | 20,653,949 | $ | 4,231,828 | $ | 497,636 | ||||||||||||||||||||||||||||
City Center West ‘A’, Las Vegas, NV(8) | Mar-02 | Jul-05 | $ | 15,982,448 | $ | 12,358,953 | N/A | N/A | $ | 28,341,401 | $ | 13,000,000 | $ | 9,712,906 | $ | 22,712,906 | $ | 5,628,495 | $ | 631,797 |
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Selling Price, | Cost of Properties | |||||||||||||||||||||||||||||||||||||||||||||||
Net of Closing Costs & GAAP Adjustments | Including Closing & Soft Costs | |||||||||||||||||||||||||||||||||||||||||||||||
(3) | (4) | |||||||||||||||||||||||||||||||||||||||||||||||
Total | (Deficiency) | |||||||||||||||||||||||||||||||||||||||||||||||
(2) | Purchase | Adjustments | Acquisition | of Property | ||||||||||||||||||||||||||||||||||||||||||||
Cash | Mortgage | Resulting | (3) | Costs, Capital | Gain (loss) | Operating | ||||||||||||||||||||||||||||||||||||||||||
Received Net | Mortgage | Taken | from | Original | Improvements | on | Cash Receipts | |||||||||||||||||||||||||||||||||||||||||
(1) | Date | Date of | of Closing | Balance at | Back by | Application | Mortgage | Closing & | Sale of | Over Cash | ||||||||||||||||||||||||||||||||||||||
Property | Acquired | Sale | Costs | Time of Sale | Program | of GAAP | Total | Financing | Soft Costs | Total | Investment | Expenditures | ||||||||||||||||||||||||||||||||||||
801 K Street Building, Sacramento, CA(9) | Mar-04 | Aug-05 | $ | 34,092,300 | $ | 41,350,000 | N/A | N/A | $ | 75,442,300 | $ | 41,350,000 | $ | 26,332,745 | $ | 67,682,745 | $ | 7,759,555 | $ | 450,684 | ||||||||||||||||||||||||||||
1900 Aerojet Way, Las Vegas, NV | Aug-01 | Sep-05 | $ | 2,254,788 | $ | 3,490,513 | N/A | N/A | $ | 5,745,301 | $ | 3,625,000 | $ | 1,740,006 | $ | 5,365,006 | $ | 380,295 | $ | 161,130 | ||||||||||||||||||||||||||||
1840 Aerojet Way, Las Vegas, NV | Sep-01 | Sep-05 | $ | 3,128,166 | $ | 2,669,550 | N/A | N/A | $ | 5,797,716 | $ | 2,938,000 | $ | 2,370,647 | $ | 5,308,647 | $ | 489,069 | N/A | |||||||||||||||||||||||||||||
Timberhills Shopping Center, Sonora, CA | Nov-01 | Oct-05 | $ | 4,916,439 | $ | 6,163,260 | N/A | N/A | $ | 11,079,699 | $ | 6,390,000 | $ | 3,122,242 | $ | 9,512,242 | $ | 1,567,457 | $ | 453,420 | ||||||||||||||||||||||||||||
Springtown Mall Shopping Center, San Marcos, TX | Dec-02 | Nov-05 | $ | 2,874,263 | $ | 4,541,495 | N/A | N/A | $ | 7,415,758 | $ | 4,700,000 | $ | 1,940,473 | $ | 6,640,473 | $ | 775,285 | $ | (184,060 | ) | |||||||||||||||||||||||||||
Emerald Plaza, San Diego, CA(10)(11) | Jun-04 | Nov-05 | $ | 50,123,011 | $ | 68,500,000 | N/A | N/A | $ | 118,623,011 | $ | 68,500,000 | $ | 33,925,438 | $ | 102,425,438 | $ | 16,197,573 | $ | (1,099,959 | ) | |||||||||||||||||||||||||||
Kahana Gateway Shopping Center and Professional Building, Maui, HI | Dec-02 | Nov-05 | $ | 11,165,104 | $ | 12,642,394 | N/A | N/A | $ | 23,807,498 | $ | 13,041,000 | $ | 6,732,222 | $ | 19,773,222 | $ | 4,034,276 | $ | 602,436 | ||||||||||||||||||||||||||||
County Fair Mall, Woodland, CA | Dec-99 | Dec-05 | $ | 2,977,973 | $ | 11,488,641 | N/A | N/A | $ | 14,466,614 | $ | 11,835,000 | $ | 5,642,906 | $ | 17,477,906 | $ | (3,011,292 | ) | $ | 648,998 | |||||||||||||||||||||||||||
Park Sahara Office Park, Las Vegas, NV(12) | Mar-03 | Dec-05 | $ | 6,548,932 | $ | 7,911,654 | N/A | N/A | $ | 14,460,586 | $ | 8,400,000 | $ | 4,326,695 | $ | 12,726,695 | $ | 1,733,891 | $ | (260,846 | ) | |||||||||||||||||||||||||||
Pacific Corporate Park, Lake Forest, CA(13)(14) | Mar-02 | Dec-05 | $ | 12,655,065 | $ | 15,500,000 | N/A | N/A | $ | 28,155,065 | $ | 15,500,000 | $ | 9,816,378 | $ | 25,316,378 | $ | 2,838,687 | $ | (604,058 | ) |
(1) | No sales were to affiliated parties except as noted below. |
(2) | Net cash received plus assumption of certain liabilities by buyer. |
(3) | Does not include pro-rata share of original offering costs. |
(4) | Includes add back of monthly principal reductions during the operating cycle (see Table III) as total cost includes balance of Original Mortgage Financing |
(5) | A Private Program owned 75% of the property. T REIT, Inc., an affiliate, owned 25% of the property. The above reflects property level sale results, or 100% of the ownership. |
(6) | T REIT, Inc., an affiliate, owned a 16% tenant in common interest in the NNN County Center Drive, LLC. The private program owning 100% of the property. |
(7) | This property was sold to our Advisor, Triple Net Properties. |
(8) | A Private Program owned 10.875% of the property. T REIT, Inc., an affiliate, owned 89.125% of the property. The above reflects property level sale results, or 100% ownership. |
(9) | NNN 2003 Value Fund, LLC, an affiliate, owned a 85% membership interest in NNN 801 K Street, LLC which had a 21.5% tenant in common interest in the private program owning 100% of the property. |
(10) | NNN 2003 Value Fund, LLC, an affiliate, owned a 22.4% membership interest in NNN Emerald Plaza, LLC which had a 20.5% tenant in common interest in the private program owning 100% of the property. |
(11) | T REIT, Inc., an affiliate, owned a 13.2% membership interest in NNN Emerald Plaza, LLC which had a 20.5% tenant in common interest in the private program owning 100% of the property. |
(12) | A Private Program owned 95.25% of the property. GREIT, Inc, an affiliate owned 4.75% of the property. The above reflects property level sale results, or 100% ownership. |
(13) | NNN 2001 Value Fund, LLC owned 40% of the property. NNN Pacific Corporate Park I, LLC owned 60% of the property. The above reflects property level sale results, or 100% ownership. |
(14) | T REIT, Inc., an affiliate, owned a 37.9% membership interest in NNN Pacific Corporate Park I, LLC which had a 60% interest in the property. |
* | Partial sales of the White Lakes Mall, Parkwood I, and Netpark have occurred; however, a portion of the original acquisitions still remain in the program. No reporting of these sales will occur until the entire original acquisition has been disposed of. |
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To: | NNN Apartment REIT, Inc. 7103 South Revere Parkway Centennial, CO 80112 |
(a) The assignability and transferability of the Shares is restricted and will be governed by the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws and all applicable laws as described in the Prospectus. | |
(b) Prospective investors should not invest in Shares unless they have an adequate means of providing for their current needs and personal contingencies and have no need for liquidity in this investment. | |
(c) There will be no public market for the Shares, and accordingly, it may not be possible to readily liquidate their investment in the Shares. |
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A minimum investment of $1,000 (100 Shares) is required, except for Minnesota which requires a $2,500 (250 Shares) minimum investment and North Carolina which requires a $5,000 (500 Shares) minimum investment. A check for the full purchase price of the Shares subscribed for should be made payable to the order of “Trust Company of America, as escrow agent for NNN Apartment REIT, Inc.,” or, after the Company breaks escrow, should be made payable to the order of “NNN Apartment REIT, Inc.” Shares may be purchased only by persons meeting the standards set forth under the Section of the Prospectus entitled “Investor Suitability Standards.” (Certain states have imposed special financial suitability standards as set forth in the Prospectus and on page B-4 below). Please indicate the state in which the sale was made. | |
All additional investments must be increments of at least $100 (10 Shares). If additional investments in the Company are made, the investor agrees to notify the Company and the Broker-Dealer named on the Subscription Agreement Signature Page in writing if at any time he fails to meet the applicable suitability standards or he is unable to make any other representations or warranties set forth in the Prospectus or the Subscription Agreement. The investor acknowledges that the Broker-Dealer named in the Subscription Agreement Signature Page may receive a commission not to exceed 7.00% of any such additional investments in the Company. |
Please check the appropriate box to indicate the type of entity or type of individuals subscribing. If you check the Individual Ownership box and you wish to designate a Transfer on Death beneficiary, you must fill out the Transfer on Death Form in order to effect the designation. |
Please enter the exact name in which the Shares are to be held. For joint tenants with right of survivorship or tenants in common, include the names of all investors. In the case of partnerships or corporations include the name of an individual to whom correspondence will be addressed. Trusts should include the name of the trustee. All investors must complete the space provided for taxpayer identification number or social security number. By signing in Section 5, the investor is certifying that this number is correct. Enter the mailing address and telephone numbers of the registered owner of this investment. In the case of a Qualified Plan or trust, this will be the address of the trustee. Indicate the birth date and occupation of the registered owner unless the registered owner is a partnership, corporation or trust. |
Complete this Section only if the investor’s name and address is different from the registration name and address provided in Section 3. If the Shares are registered in the name of a trust, enter the name, address, telephone number, social security number, birth date and occupation of the beneficial owner of the trust. |
Please separately initial each representation made by the investor where indicated. Each investor must sign and date this Section. If title is to be held jointly, all parties must sign. If the registered |
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owner is a partnership, corporation or trust, a general partner, officer or trustee of the entity must sign. PLEASE NOTE THAT THESE SIGNATURES DO NOT HAVE TO BE NOTARIZED. |
a. DISTRIBUTION REINVESTMENT PLAN: By electing to participate in the Distribution Reinvestment Plan, the investor elects to reinvest distributions in the Company. The investor agrees to notify the Company and the Broker-Dealer named on the Subscription Agreement Signature Page in writing if at any time he fails to meet the applicable suitability standards or he is unable to make any other representations and warranties as set forth in the Prospectus or Subscription Agreement. | |
b. DISTRIBUTION ADDRESS: If cash distributions are to be sent to an address other than that provided in Section 3 (i.e., a bank, brokerage firm or savings and loan, etc.), please provide the name, account number and address in Section 7. |
This Section is to be completed by the Registered Representative. Please complete all BROKER-DEALER information contained in Section 8 including suitability certification. THE SIGNATURE PAGE MUST BE SIGNED BY AN AUTHORIZED REPRESENTATIVE. |
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# of Shares Total $ Invested (# Shares x $10.00) = $ Invested) | Minimum initial purchase = 100 Shares or $1,000 (250 Shares or $2,500 in Minnesota; 500 Shares or $5,000 in North Carolina) | |
o INITIAL INVESTMENT o ADDITIONAL INVESTMENT | Minimum additional purchase: 10 shares or $100 |
o | Individual (01) | o | Company or Corporation (08) | |||
o | Joint Tenants With Right of Survivorship (02) | o | IRA (09) | |||
o | Tenants in Common (03) | o | Keogh (10) | |||
o | Community Property (04) | o | Custodian: Under the Uniform Gift to Minors Act or | |||
o | Qualified Pension or Profit Sharing Plan (05) | the Uniform Transfers to Minors Act of the State | ||||
o | Trust (06) | of (11) | ||||
o | Partnership (07) | o | Other |
3(a) | Please print name(s) in which Shares are to be registered. Include trust, entity or IRA custodian name and account number, if applicable. |
Taxpayer Identification Number - |
Social Security Number - - |
3(b) | IRA Custodian: &nbs p; |
Signature of Custodian | Date |
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Name(s): Taxpayer ID Number - | |
Social Security Number - - |
Please separately initial each of the representations below. In order to induce the Company to accept this subscription, I hereby represent and warrant to you as follows: |
(a) | I have received the Prospectus not less than five (5) business days prior to signing this Subscription Agreement (does not apply to Minnesota residents). | |||||
Initials | Initials | |||||
(b) | I have (i) a net worth (exclusive of home, home furnishings and automobiles) of $150,000 or more, or (ii) a net worth (as described above) of at least $45,000 and had during the last tax year or estimate that I will have during the current tax year a minimum of $45,000 annual gross income, or that I meet the higher suitability requirements imposed by my state of primary residence as set forth in the Prospectus under “INVESTOR SUITABILITY STANDARDS” and page B-4 above. | |||||
Initials | Initials | |||||
(c) | I am purchasing the Shares for my own account. | |||||
Initials | Initials | |||||
(d) | I acknowledge that the Shares are not liquid. | |||||
Initials | Initials | |||||
(e) | If I am a California resident or if the Person to whom I subsequently propose to assign or transfer any Shares is a California resident, I may not consummate a sale or transfer of my Shares, or any interest therein, or receive any consideration therefor, without the prior written consent of the Commissioner of the Department of Corporations of the State of California, except as permitted in the Commissioner’s Rules, and I understand that my Shares, or any document evidencing my Shares, will bear a legend reflecting the substance of the foregoing understanding. | |||||
Initials | Initials |
I declare that the information supplied above is true and correct and may be relied upon the Company in connection with my investment in the Company. Under penalties of perjury, by signing this Signature Page, I hereby certify that (a) I have provided herein my correct Taxpayer Identification Number, and (b) I am not subject to back-up withholding as a result of a failure to report all interest or dividends, or the Internal Revenue Service has notified me that I am no longer subject to back-up withholding. |
*Signature of Investor | *Signature of Joint Owner, if applicable | |
*Confirm TIN/SSN | *Confirm TIN/SSN | |
*Date | *Date |
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Signature | Date | |||
Signature of Joint Owner | Date |
7(a) For direct deposit to checking account, please complete Direct Deposit Authorization form on page B-9. | |
7(b) Complete the following section only to direct distributions to an address other than registration address: |
Special Distributions: | o | Send to registered owner address of record | ||
o | Send to distribution address | |||
(Special distributions for IRA account investments will be sent directly to custodian.) |
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The Broker-Dealer or authorized representative must sign below to complete the subscription. The Broker-Dealer warrants that it is a duly licensed Broker-Dealer and may lawfully offer Shares in the state designated as the investor’s address or the state in which the sale was made, if different. The Broker-Dealer or authorized representative warrants that he has reasonable grounds to believe this investment is suitable for the subscriber as set forth in the Section of the Prospectus entitled “INVESTOR SUITABILITY STANDARDS” and that he has informed the subscriber of all aspects of liquidity and marketability of this investment as required by the Dealer Manager Agreement and/or the Participating Broker-Dealer Agreement. |
I hereby certify that I hold a Series 7 or Series 62 NASD license and am registered in , the State of Sale. |
Signature of Registered Representative |
This Subscription Agreement representing an investment in NNN Apartment REIT, Inc. for the above referenced investor has been reviewed and approved as complete and correct by the undersigned principal of the above-referenced broker-dealer. |
Please send completed subscription agreement (with all signatures) with checks made payable to | ||
“Trust Company of America, as escrow agent for NNN Apartment REIT, Inc.” or “NNN Apartment REIT, Inc.,” as applicable (refer to page B-3, Section 1), to: | ||
NNN Apartment REIT, Inc. 7103 South Revere Parkway Centennial, CO 80112 |
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![(A REIT DIRECT DEPOSIT AUTHORIZATION FORM)](https://capedge.com/proxy/S-11A/0000892569-06-000864/a20752a7a2075209.gif)
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7103 South Revere Parkway
1. | Name of registered owner(s), exactly as name(s) appear(s) on stock certificate or subscription agreement: _________________________________________________________________ _________________________________________________________________ 2. Social Security number(s) of registered owner(s): _________________________________________________________________ _________________________________________________________________ 3. Daytime phone number: ( ) _________________________________________________________________ 4. State of Residence: _________________________________________________________________ |
2. | Social Security Number OR Tax Identification Number: |
_________________________________________________________________
______________________________________________________________
2. | Social Security Number OR Tax Identification Number: |
_________________________________________________________________
3. Percentage: _______%
X | X | |||||
Signature | Date | Signature | Date |
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Signature | Date | |
Signature of Joint Owner | Date |
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Holding Period. Only Shares that have been held by the presenting stockholder for at least one (1) year are eligible for repurchase by the Company, except as follows. Subject to the conditions and limitations below, the Board will have the discretion to redeem Shares held for less than the one-year holding period upon the death of a stockholder who is a natural person, including Shares held by such stockholder through a revocable grantor trust, or an IRA or other retirement or profit-sharing plan, after receiving written notice from the estate of the stockholder, the recipient of the Shares through |
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bequest or inheritance, or, in the case of a revocable grantor trust, the trustee of such trust, who shall have the sole ability to request redemption on behalf of the trust. The Company must receive the written notice within 180 days after the death of the stockholder. If spouses are joint registered holders of Shares, the request to redeem the shares may be made if either of the registered holders dies. This discretionary waiver of the one-year holding period will not apply to a stockholder is not a natural person, such as a trust other than a revocable grantor trust, partnership, corporation or other similar entity. | |
Furthermore, and subject to the conditions and limitations described below, the Board will have the discretion to redeem Shares held by a stockholder who is a natural person, including Shares held by such stockholder through a revocable grantor trust, or an IRA or other retirement or profit-sharing plan, with a “qualifying disability,” as determined by the Board, after receiving written notice from such stockholder. The Company must receive the written notice within 180 days after such stockholder’s qualifying disability. This discretionary waiver of the one-year holding period will not apply to a stockholder is not a natural person, such as a trust other than a revocable grantor trust, partnership, corporation or other similar entity. | |
Minimum — Maximum. A stockholder must present for repurchase a minimum of 25%, and a maximum of 100%, of the Shares owned by the stockholder on the date of presentment. Fractional shares may not be presented for repurchase unless the stockholder is presenting 100% of his Shares. | |
No Encumbrances. All Shares presented for repurchase must be owned by the stockholder(s) making the presentment, or the party presenting the Shares must be authorized to do so by the owner(s) of the Shares. Such Shares must be fully transferable and not subject to any liens or other encumbrances. | |
Share Repurchase Form. The presentment of Shares must be accompanied by a completed Share Repurchase Request form, a copy of which is attached hereto as Exhibit “A.” All Share certificates must be properly endorsed. | |
Deadline for Presentment. The Company will repurchase Shares on or about the last day of each calendar quarter. All Shares presented and all completed Share Repurchase Request forms must be received by the Repurchase Agent (as defined below) on or before the last day of the second month of each calendar quarter in order to have such Shares eligible for repurchase in that same quarter. | |
Repurchase Request Withdrawal. You may withdraw your repurchase request upon written notice to the Company at any time prior to the date of repurchase. | |
Repurchase Agent. All repurchases will be effected on behalf of the Company by a registered broker dealer (the “Repurchase Agent”), who shall contract with the Company for such services. All recordkeeping and administrative functions required to be performed in connection with the Repurchase Plan will be performed by the Repurchase Agent. | |
Termination, Amendment or Suspension of Plan. The Repurchase Plan will terminate and the Company will not accept Shares for repurchase in the event the Shares of common stock of the Company are listed on any national securities exchange, the subject of bona fide quotes on any inter-dealer quotation system or electronic communications network or are the subject of bona fide quotes in the pink sheets. Additionally, the Board of Directors of the Company, in its sole discretion, may terminate, amend or suspend the Repurchase Plan if it determines to do so is in the best interest of the Company. A determination by the Company’s Board of Directors to terminate, amend or suspend the Repurchase Plan will require the affirmative vote of a majority of the directors, including a majority of the independent directors. If the Company terminates, amends or suspends the Repurchase Plan, the Company will provide stockholders with 30 days advance notice and the |
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Company will disclose the changes in the appropriate report filed with the Securities and Exchange Commission. | |
Miscellaneous. | |
Advisor Ineligible. The Advisor to the Company, NNN Apartment REIT Advisor, LLC, shall not be permitted to participate in the Repurchase Plan. | |
Liability. Neither the Company nor the Repurchase Agent shall have any liability to any stockholder for the value of the stockholder’s Shares, the repurchase price of the stockholder’s Shares, or for any damages resulting from the stockholder’s presentation of his Shares or the repurchase of the Shares under this Repurchase Plan, except as result from the Company’s or the Repurchase Agent’s gross negligence, recklessness or violation of applicable law; provided, however, that nothing contained herein shall constitute a waiver or limitation of any rights or claims a stockholder may have under federal or state securities laws. | |
Taxes. Stockholders shall have complete responsibility for payment of all taxes, assessments, and other applicable obligations resulting from the Company’s repurchase of Shares. |
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Securities and Exchange Commission registration fee | $ | 112,083 | |||
NASD filing fee | 75,500 | ||||
Printing and postage | 3,350,000 | ||||
Legal fees and expenses | 1,500,000 | ||||
Accounting fees and expenses | 2,000,000 | ||||
Advertising | 2,650,000 | ||||
Blue Sky Expenses | 600,000 | ||||
Miscellaneous | 2,221,720 | ||||
Total | $ | 12,509,303 |
** | To be filed by amendment. |
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(i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Company; | |
(ii) the Indemnitee was acting on behalf of or performing services for the Company; | |
(iii) such liability or loss was not the result of (A) negligence or misconduct, in the case that the Indemnitee is a director (other than an independent director), an Advisor or an affiliate of an Advisor or (B) gross negligence or willful misconduct, in the case that the Indemnitee is an independent director; | |
(iv) such indemnification or agreement to hold harmless is recoverable only out of net assets and not from stockholders; and | |
(v) with respect to losses, liability or expenses arising from or out of an alleged violation of federal or state securities laws, one or more of the following conditions are met: (A) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (B) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (C) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws. |
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Exhibit | ||||
Number | Exhibit | |||
1 | .1** | Form of Dealer Manager Agreement between NNN Apartment REIT, Inc. and NNN Capital Corp. | ||
1 | .2** | Form of Participating Broker-Dealer Agreement | ||
3 | .1** | Articles of Incorporation of the Registrant | ||
3 | .2** | Amended Articles of Incorporation of the Registrant | ||
3 | .3** | Bylaws of the Registrant | ||
3 | .4** | Form of Articles of Amendment and Restatement of the Registrant | ||
3 | .5** | Form of Amended and Restated Bylaws of the Registrant | ||
3 | .6** | Form of Agreement of Limited Partnership of NNN Apartment REIT Holdings, L.P. | ||
4 | .1** | Specimen Share Certificate | ||
5 | .1** | Opinion of Venable LLP | ||
8 | .1** | Opinion of Hirschler Fleischer, a Professional Corporation as to Tax Matters | ||
10 | .1** | Dividend Reinvestment Plan (included as Exhibit C to the Prospectus) | ||
10 | .2** | Share Repurchase Plan (included as Exhibit D to the Prospectus) | ||
10 | .3** | 2006 Incentive Award Plan | ||
10 | .4** | Advisory Agreement between NNN Apartment REIT, Inc. and NNN Apartment REIT Advisor, LLC | ||
10 | .5** | Form of Escrow Agreement | ||
23 | .1** | Consent of Venable LLP (included in Exhibit 5.1) | ||
23 | .2** | Consent of Hirschler Fleischer, a Professional Corporation (included in Exhibit 8.1) | ||
23 | .3 | Consent of Deloitte & Touche LLP | ||
24 | .1** | Power of Attorney (included on Signature Page) |
** | Previously filed. |
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(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) To include any prospectus required by Section 10(a)(3) of the Act; | |
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and | |
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) That, for the purpose of determining liability under the Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |
(3) That, all post-effective amendments will comply with the applicable forms, rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”) in effect at the time such post-effective amendments are filed. | |
(4) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | |
(5) That, for the purpose of determining liability under the Act to any purchaser in the initial distribution of the securities: |
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; | |
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; | |
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and | |
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. | |
(6) That, for the purpose of determining liability under the Act, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering shall be deemed to be part of |
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and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
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Program: | T REIT, Inc. | T REIT, Inc. | ||||||
Name, location, type of property | Congress Center(1) | Gateway Mall | ||||||
Chicago, IL | Bismark, ND | |||||||
Office | Retail | |||||||
Gross leasable square footage | 525,000 | 334,000 | ||||||
Date of purchase: | 1/9/2003 | 1/29/2003 | ||||||
Mortgage financing at date of purchase | $ | 95,875,000 | $ | 5,000,000 | ||||
Cash down payment | $ | 40,233,000 | $ | 4,000,000 | ||||
Contract purchase price plus acquisition fee | $ | 136,108,000 | $ | 9,000,000 | ||||
Other cash expenditures expensed/(credited) | $ | (122,000 | ) | $ | 254,000 | |||
Other cash expenditures capitalized | $ | 2,707,000 | $ | 95,000 | ||||
Total acquisition cost | $ | 138,693,000 | $ | 9,349,000 |
Program: | T REIT, Inc. | T REIT, Inc. | ||||||
Name, location, type of property | Enclave Parkway(2) | AmberOaks Corporate Center(3) | ||||||
Houston, TX | Austin, TX | |||||||
Office | Office | |||||||
Gross leasable square footage | 207,000 | 207,000 | ||||||
Date of purchase: | 12/22/2003 | 1/20/2004 | ||||||
Mortgage financing at date of purchase | $ | 23,600,000 | $ | 15,000,000 | ||||
Cash down payment | $ | 10,900,000 | $ | 7,965,000 | ||||
Contract purchase price plus acquisition fee | $ | 34,500,000 | $ | 22,965,000 | ||||
Other cash expenditures expensed/(credited) | $ | (49,000 | ) | $ | (127,000 | ) | ||
Other cash expenditures capitalized | $ | 106,000 | $ | 198,000 | ||||
Total acquisition cost | $ | 34,557,000 | $ | 23,036,000 |
Program: | T REIT, Inc. | T REIT, Inc. | ||||||
Name, location, type of property | Oakey Building(4) | Emerald Plaza(5) | ||||||
Las Vegas, NV | San Diego, CA | |||||||
Office | Office | |||||||
Gross leasable square footage | 98,000 | 355,000 | ||||||
Date of purchase: | 4/2/2004 | 6/14/2004 | ||||||
Mortgage financing at date of purchase | $ | 4,000,000 | $ | 68,500,000 | ||||
Cash down payment | $ | 4,137,000 | $ | 32,440,000 | ||||
Contract purchase price plus acquisition fee | $ | 8,137,000 | $ | 100,940,000 | ||||
Other cash expenditures expensed/(credited) | $ | 15,000 | $ | (361,000 | ) | |||
Other cash expenditures capitalized | $ | 100,000 | $ | 325,000 | ||||
Total acquisition cost | $ | 8,252,000 | $ | 100,904,000 |
(1) | Owns 10.3% of the property through a membership interest in NNN Congress Center, LLC, which owns 28.9% of the property as a tenant in common. |
(2) | Owns 3.3% of the property through a membership interest in NNN Enclave Parkway, LLC which owns 7.0% of the property as a tenant in common. |
(3) | Owns a 75% tenant in common interest in the property. |
(4) | Owns 9.8% of the property through a membership interest in NNN Oakey Building 2003, LLC which owns 100% of the property. |
(5) | Owns 2.7% of the property through a membership interest in NNN Emerald Plaza, LLC which owns 20.5% of the property as a tenant in common. |
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Program: | G REIT, Inc. | G REIT, Inc. | ||||||
Name, location, type of property | Congress Center(1) | The Atrium Building | ||||||
Chicago, IL | Lincoln, NE | |||||||
Office | Office | |||||||
Gross leasable square footage | 525,000 | 167,000 | ||||||
Date of purchase: | 1/9/2003 | 1/31/2003 | ||||||
Mortgage financing at date of purchase | $ | 95,875,000 | $ | 2,200,000 | ||||
Cash down payment | $ | 40,233,000 | $ | 2,332,000 | ||||
Contract purchase price plus acquisition fee | $ | 136,108,000 | $ | 4,532,000 | ||||
Other cash expenditures expensed/(credited) | $ | (122,000 | ) | $ | (4,000 | ) | ||
Other cash expenditures capitalized | $ | 2,707,000 | $ | 449,000 | ||||
Total acquisition cost | $ | 138,693,000 | $ | 4,977,000 |
Program: | G REIT, Inc. | |||||||
Name, location, type of property | G REIT, Inc. | Department of Children & Families | ||||||
Park Sahara(2) | Campus | |||||||
Las Vegas, NV | Plantation, FL | |||||||
Office | Office | |||||||
Gross leasable square footage | 124,000 | 124,000 | ||||||
Date of purchase: | 3/18/2003 | 4/25/2003 | ||||||
Mortgage financing at date of purchase | $ | 8,400,000 | $ | 7,605,000 | ||||
Cash down payment | $ | 3,800,000 | $ | 3,975,000 | ||||
Contract purchase price plus acquisition fee | $ | 12,200,000 | $ | 11,580,000 | ||||
Other cash expenditures expensed/(credited) | $ | (33,000 | ) | $ | (49,000 | ) | ||
Other cash expenditures capitalized | $ | 486,000 | $ | 378,000 | ||||
Total acquisition cost | $ | 12,653,000 | $ | 11,909,000 |
Program: | G REIT, Inc. | G REIT, Inc. | ||||||
Name, location, type of property | Gemini Plaza | Bay View Plaza(3) | ||||||
Houston, TX | Alameda, CA | |||||||
Office | Office | |||||||
Gross leasable square footage | 159,000 | 61,000 | ||||||
Date of purchase: | 5/2/2003 | 7/31/2003 | ||||||
Mortgage financing at date of purchase | $ | 9,815,000 | $ | — | ||||
Cash down payment | $ | 5,185,000 | $ | 11,655,000 | ||||
Contract purchase price plus acquisition fee | $ | 15,000,000 | $ | 11,655,000 | ||||
Other cash expenditures expensed/(credited) | $ | 4,000 | $ | (16,000 | ) | |||
Other cash expenditures capitalized | $ | 539,000 | $ | 384,000 | ||||
Total acquisition cost | $ | 15,543,000 | $ | 12,023,000 |
(1) | Owns a 30% tenant in common interest in the property. |
(2) | Owns a 4.75% tenant in common interest in the property. |
(3) | Owns a 97.68% tenant in common interest in the property. |
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Program: | G REIT, Inc. | G REIT, Inc. | ||||||
Name, location, type of property | North Pointe Corporate Center | 824 Market Street | ||||||
Sacramento, CA | Wilmington, DE | |||||||
Office | Office | |||||||
Gross leasable square footage | 133,000 | 202,000 | ||||||
Date of purchase: | 8/11/2003 | 10/10/2003 | ||||||
Mortgage financing at date of purchase | $ | 15,600,000 | $ | — | ||||
Cash down payment | $ | 8,605,000 | $ | 31,900,000 | ||||
Contract purchase price plus acquisition fee | $ | 24,205,000 | $ | 31,900,000 | ||||
Other cash expenditures expensed/(credited) | $ | (160,000 | ) | $ | 136,000 | |||
Other cash expenditures capitalized | $ | 727,000 | $ | 1,504,000 | ||||
Total acquisition cost | $ | 24,772,000 | $ | 33,540,000 |
Program: | G REIT, Inc. | G REIT, Inc. | ||||||
Name, location, type of property | Sutter Square Galleria | One World Trade Center | ||||||
Sacramento, CA | Long Beach, CA | |||||||
Office/Retail | Office | |||||||
Gross leasable square footage | 61,000 | 573,000 | ||||||
Date of purchase: | 10/28/2003 | 12/5/2003 | ||||||
Mortgage financing at date of purchase | $ | 4,024,000 | $ | 77,000,000 | ||||
Cash down payment | $ | 4,216,000 | $ | 36,648,000 | ||||
Contract purchase price plus acquisition fee | $ | 8,240,000 | $ | 113,648,000 | ||||
Other cash expenditures expensed/(credited) | $ | (10,000 | ) | $ | (294,000 | ) | ||
Other cash expenditures capitalized | $ | 309,000 | $ | 3,378,000 | ||||
Total acquisition cost | $ | 8,539,000 | $ | 116,732,000 |
Program: | G REIT, Inc. | G REIT, Inc. | ||||||
Name, location, type of property | Centerpointe Corporate Park | AmberOaks Corporate Center | ||||||
Kent, WA | Austin, TX | |||||||
Office | Office | |||||||
Gross leasable square footage | 436,000 | 282,000 | ||||||
Date of purchase: | 12/30/2003 | 1/20/2004 | ||||||
Mortgage financing at date of purchase | $ | 25,029,000 | $ | 14,250,000 | ||||
Cash down payment | $ | 29,191,000 | $ | 21,275,000 | ||||
Contract purchase price plus acquisition fee | $ | 54,220,000 | $ | 35,525,000 | ||||
Other cash expenditures expensed/(credited) | $ | (83,000 | ) | $ | (191,000 | ) | ||
Other cash expenditures capitalized | $ | 1,690,000 | $ | 1,191,000 | ||||
Total acquisition cost | $ | 55,827,000 | $ | 36,525,000 |
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Program: | G REIT, Inc. | G REIT, Inc. | ||||||
Name, location, type of property | Public Ledger Building | Madrona Buildings | ||||||
Philadelphia, PA | Torrance, CA | |||||||
Office | Office | |||||||
Gross leasable square footage | 467,000 | 211,000 | ||||||
Date of purchase: | 2/13/2004 | 3/31/2004 | ||||||
Mortgage financing at date of purchase | $ | 25,000,000 | $ | 28,458,000 | ||||
Cash down payment | $ | 8,950,000 | $ | 17,442,000 | ||||
Contract purchase price plus acquisition fee | $ | 33,950,000 | $ | 45,900,000 | ||||
Other cash expenditures expensed/(credited) | $ | (118,000 | ) | $ | 88,000 | |||
Other cash expenditures capitalized | $ | 1,747,000 | $ | 1,908,000 | ||||
Total acquisition cost | $ | 35,579,000 | $ | 47,896,000 |
Program: | G REIT, Inc. | G REIT, Inc. | ||||||
Name, location, type of property | Brunswig Square | North Belt Corporate Center | ||||||
Los Angeles, CA | Houston, TX | |||||||
Office | Office | |||||||
Gross leasable square footage | 136,000 | 157,000 | ||||||
Date of purchase: | 4/5/2004 | 4/8/2004 | ||||||
Mortgage financing at date of purchase | $ | 15,830,000 | $ | — | ||||
Cash down payment | $ | 7,975,000 | $ | 12,675,000 | ||||
Contract purchase price plus acquisition fee | $ | 23,805,000 | $ | 12,675,000 | ||||
Other cash expenditures expensed/(credited) | $ | — | $ | (17,000 | ) | |||
Other cash expenditures capitalized | $ | 773,000 | $ | 405,000 | ||||
Total acquisition cost | $ | 24,578,000 | $ | 13,063,000 |
Program: | G REIT, Inc. | G REIT, Inc. | ||||||
Name, location, type of property | Hawthorne Plaza | Pacific Place | ||||||
San Francisco, CA | Dallas, TX | |||||||
Office | Office | |||||||
Gross leasable square footage | 422,000 | 324,000 | ||||||
Date of purchase: | 4/20/2004 | 5/26/2004 | ||||||
Mortgage financing at date of purchase | $ | 62,750,000 | $ | — | ||||
Cash down payment | $ | 34,250,000 | $ | 29,900,000 | ||||
Contract purchase price plus acquisition fee | $ | 97,000,000 | $ | 29,900,000 | ||||
Other cash expenditures expensed/(credited) | $ | (49,000 | ) | $ | (65,000 | ) | ||
Other cash expenditures capitalized | $ | 3,354,000 | $ | 1,240,000 | ||||
Total acquisition cost | $ | 100,305,000 | $ | 31,075,000 |
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Program: | G REIT, Inc. | G REIT, Inc. | ||||||
Name, location, type of property | 525 B Street (Golden Eagle) | 600 B Street (Comerica) | ||||||
San Diego, CA | San Diego, CA | |||||||
Office | Office | |||||||
Gross leasable square footage | 424,000 | 339,000 | ||||||
Date of purchase: | 6/14/2004 | 6/14/2004 | ||||||
Mortgage financing at date of purchase | $ | 69,943,000 | $ | 56,057,000 | ||||
Cash down payment | $ | 26,367,000 | $ | 21,133,000 | ||||
Contract purchase price plus acquisition fee | $ | 96,310,000 | $ | 77,190,000 | ||||
Other cash expenditures expensed/(credited) | $ | (387,000 | ) | $ | (235,000 | ) | ||
Other cash expenditures capitalized | $ | 2,318,000 | $ | 1,917,000 | ||||
Total acquisition cost | $ | 98,241,000 | $ | 78,872,000 |
Program: | G REIT, Inc. | G REIT, Inc. | ||||||
Name, location, type of property | Western Place I & II(1) | Pax River Office Park | ||||||
Forth Worth, TX | Lexington Park, MD | |||||||
Office | Office | |||||||
Gross leasable square footage | 431,000 | 172,000 | ||||||
Date of purchase: | 7/23/2004 | 8/6/2004 | ||||||
Mortgage financing at date of purchase | $ | 24,000,000 | $ | — | ||||
Cash down payment | $ | 9,500,000 | $ | 14,000,000 | ||||
Contract purchase price plus acquisition fee | $ | 33,500,000 | $ | 14,000,000 | ||||
Other cash expenditures expensed/(credited) | $ | (137,000 | ) | $ | (88,000 | ) | ||
Other cash expenditures capitalized | $ | 1,569,000 | $ | 720,000 | ||||
Total acquisition cost | $ | 34,932,000 | $ | 14,632,000 |
Program: | G REIT, Inc. | G REIT, Inc. | ||||||
Name, location, type of property | One Financial Plaza(2) | Opus Plaza at Ken Caryl | ||||||
St. Louis, MO | Littleton, CO | |||||||
Office | Office | |||||||
Gross leasable square footage | 434,000 | 62,000 | ||||||
Date of purchase: | 8/6/2004 | 9/12/2005 | ||||||
Mortgage financing at date of purchase | $ | 30,750,000 | $ | 6,700,000 | ||||
Cash down payment | $ | 6,250,000 | $ | 3,476,000 | ||||
Contract purchase price plus acquisition fee | $ | 37,000,000 | $ | 10,176,000 | ||||
Other cash expenditures expensed/(credited) | $ | (728,000 | ) | $ | (40,000 | ) | ||
Other cash expenditures capitalized | $ | 1,186,000 | $ | 150,000 | ||||
Total acquisition cost | $ | 37,458,000 | $ | 10,286,000 |
(1) | Owns a 78.5% tenant in common interest in the property. |
(2) | Owns a 77.6% tenant in common interest in the property. |
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Program: | G REIT, Inc. | NNN 2003 Value Fund, LLC | ||||||
Name, location, type of property | Eaton Freeway | Executive Center II & III(1) | ||||||
Phoenix, AZ | Dallas, TX | |||||||
Industrial | Office | |||||||
Gross leasable square footage | 62,000 | 381,000 | ||||||
Date of purchase | 10/21/2005 | 8/1/2003 | ||||||
Mortgage financing at date of purchase | $ | 5,000,000 | $ | 14,950,000 | ||||
Cash down payment | $ | 2,588,000 | $ | 9,650,000 | ||||
Contract purchase price plus acquisition fee | $ | 7,588,000 | $ | 24,600,000 | ||||
Other cash expenditures expensed/(credited) | $ | (10,000 | ) | $ | (183,000 | ) | ||
Other cash expenditures capitalized | $ | 224,000 | $ | 277,000 | ||||
Total acquisition cost | $ | 7,802,000 | $ | 24,694,000 |
Program: | NNN 2003 Value Fund, LLC | NNN 2003 Value Fund, LLC | ||||||
Name, location, type of property | Executive Center I | 801K Street(2) | ||||||
Dallas, TX | Sacramento, CA | |||||||
Office | Office | |||||||
Gross leasable square footage | 205,000 | 336,000 | ||||||
Date of purchase | 12/30/2003 | 3/31/2004 | ||||||
Mortgage financing at date of purchase | $ | 4,500,000 | $ | 41,350,000 | ||||
Cash down payment | $ | 3,678,000 | $ | 24,430,000 | ||||
Contract purchase price plus acquisition fee | $ | 8,178,000 | $ | 65,780,000 | ||||
Other cash expenditures expensed/(credited) | $ | 3,000 | $ | 665,000 | ||||
Other cash expenditures capitalized | $ | 99,000 | $ | 560,000 | ||||
Total acquisition cost | $ | 8,280,000 | $ | 67,005,000 |
Program: | NNN 2003 Value Fund, LLC | NNN 2003 Value Fund, LLC | ||||||
Name, location, type of property | Oakey Building(3) | Enterprise Technology Center(4) | ||||||
Las Vegas, NV | Scotts Valley, CA | |||||||
Office | Office | |||||||
Gross leasable square footage | 98,000 | 370,000 | ||||||
Date of purchase | 4/2/2004 | 5/7/2004 | ||||||
Mortgage financing at date of purchase | $ | 4,000,000 | $ | 36,500,000 | ||||
Cash down payment | $ | 4,137,000 | $ | 24,800,000 | ||||
Contract purchase price plus acquisition fee | $ | 8,137,000 | $ | 61,300,000 | ||||
Other cash expenditures expensed/(credited) | $ | 15,000 | $ | (329,000 | ) | |||
Other cash expenditures capitalized | $ | 100,000 | $ | 187,000 | ||||
Total acquisition cost | $ | 8,252,000 | $ | 61,158,000 |
(1) | Owns 38.1% of the property through a membership interest in NNN Executive Center, LLC, which owns 49.6% of the property as a tenant in common. Also owns a 3.0% tenant in common interest in the property. |
(2) | Owns 18.3% of the property through a membership interest in NNN 801 K Street, LLC which owns 21.5% of the property as a tenant in common. |
(3) | Owns 75.4% of the property through a membership interest in NNN Oakey Building 2003, LLC which owns 100% of the property. |
(4) | Owns 8.5% of the property through a membership interest in NNN Enterprise Way, LLC which owns 11.6% of the property as a tenant in common. |
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Program: | NNN 2003 Value Fund, LLC | NNN 2003 Value Fund, LLC | ||||||
Name, location, type of property | Emerald Plaza(1) | Southwood Tower | ||||||
San Diego, CA | Houston, TX | |||||||
Office | Office | |||||||
Gross leasable square footage | 355,000 | 79,000 | ||||||
Date of purchase | 6/14/2004 | 10/27/2004 | ||||||
Mortgage financing at date of purchase | $ | 68,500,000 | $ | — | ||||
Cash down payment | $ | 32,440,000 | $ | 5,461,000 | ||||
Contract purchase price plus acquisition fee | $ | 100,940,000 | $ | 5,461,000 | ||||
Other cash expenditures expensed/(credited) | $ | (361,000 | ) | $ | 121,000 | |||
Other cash expenditures capitalized | $ | 325,000 | $ | 10,000 | ||||
Total acquisition cost | $ | 100,904,000 | $ | 5,592,000 |
Program: | NNN 2003 Value Fund, LLC | NNN 2003 Value Fund, LLC | ||||||
Name, location, type of property | Financial Plaza | Satellite Place | ||||||
Omaha, NE | Atlanta, GA | |||||||
Office | Office | |||||||
Gross leasable square footage | 86,000 | 178,000 | ||||||
Date of purchase | 10/29/2004 | 11/29/2004 | ||||||
Mortgage financing at date of purchase | $ | 4,125,000 | $ | 11,000,000 | ||||
Cash down payment | $ | 1,535,000 | $ | 7,300,000 | ||||
Contract purchase price plus acquisition fee | $ | 5,660,000 | $ | 18,300,000 | ||||
Other cash expenditures expensed/(credited) | $ | (6,000 | ) | $ | 4,000 | |||
Other cash expenditures capitalized | $ | 19,000 | $ | 230,000 | ||||
Total acquisition cost | $ | 5,673,000 | $ | 18,534,000 |
Program: | NNN 2003 Value Fund, LLC | NNN 2003 Value Fund, LLC | ||||||
Name, location, type of property | Interwood | Woodside Corporate Park | ||||||
Houston, TX | Beaverton, OR | |||||||
Office | Office | |||||||
Gross leasable square footage | 80,000 | 193,000 | ||||||
Date of purchase | 1/26/2005 | 9/30/2005 | ||||||
Mortgage financing at date of purchase | $ | 5,500,000 | $ | 15,915,000 | ||||
Cash down payment | $ | 2,500,000 | $ | 6,947,000 | ||||
Contract purchase price plus acquisition fee | $ | 8,000,000 | $ | 22,862,000 | ||||
Other cash expenditures expensed/(credited) | $ | 4,000 | $ | (5,000 | ) | |||
Other cash expenditures capitalized | $ | 371,000 | $ | 1,132,000 | ||||
Total acquisition cost | $ | 8,375,000 | $ | 23,989,000 |
(1) | Owns 4.6% of the property through a membership interest in NNN Emerald Plaza, LLC which owns 20.5% of the property as a tenant in common. |
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Program: | NNN 2003 Value Fund, LLC | NNN 2003 Value Fund, LLC | ||||||
Name, location, type of property | Daniels Rd land parcel | 3500 Maple(1) | ||||||
Heber City, UT | Dallas, TX | |||||||
Land | Office | |||||||
Gross leasable square footage | 9.05 acres | 375,000 | ||||||
Date of purchase | 10/14/2005 | 12/27/2005 | ||||||
Mortgage financing at date of purchase | $ | — | $ | 58,320,000 | ||||
Cash down payment | $ | 729,000 | $ | 8,180,000 | ||||
Contract purchase price plus acquisition fee | $ | 729,000 | $ | 66,500,000 | ||||
Other cash expenditures expensed/(credited) | $ | 1,000 | $ | (638,000 | ) | |||
Other cash expenditures capitalized | $ | 1,000 | $ | (749,000 | ) | |||
Total acquisition cost | $ | 731,000 | $ | 65,113,000 |
Program: | NNN 2002 Value Fund, LLC | NNN 2002 Value Fund, LLC | ||||||
Name, location, type of property | Congress Center(2) | Netpark(3) | ||||||
Chicago, IL | Tampa, FL | |||||||
Office | Office | |||||||
Gross leasable square footage | 525,000 | 911,000 | ||||||
Date of purchase | 1/9/2003 | 6/11/2003 | ||||||
Mortgage financing at date of purchase | $ | 95,875,000 | $ | 31,500,000 | ||||
Cash down payment | $ | 40,233,000 | $ | 15,500,000 | ||||
Contract purchase price plus acquisition fee | $ | 136,108,000 | $ | 47,000,000 | ||||
Other cash expenditures expensed/(credited) | $ | (122,000 | ) | $ | (454,000 | ) | ||
Other cash expenditures capitalized | $ | 2,707,000 | $ | 1,957,000 | ||||
Total acquisition cost | $ | 138,693,000 | $ | 48,503,000 |
Program: | NNN 2002 Value Fund, LLC | |||||||
Name, location, type of property | Bank of America West | |||||||
Las Vegas, NV | ||||||||
Office | ||||||||
Gross leasable square footage | 82,000 | |||||||
Date of purchase | 9/20/2002 | |||||||
Mortgage financing at date of purchase | $ | 14,200,000 | ||||||
Cash down payment | $ | 2,700,000 | ||||||
Contract purchase price plus acquisition fee | $ | 16,900,000 | ||||||
Other cash expenditures expensed/(credited) | $ | 25,000 | ||||||
Other cash expenditures capitalized | $ | 299,000 | ||||||
Total acquisition cost | $ | 17,224,000 |
(1) | Owns 99.0% of the property through a membership interest in NNN 3500 Maple VF 2003, LLC, which owns 99% of the property. |
(2) | Owns 12.3% of the property through a membership interest in NNN Congress Center, LLC which owns 28.9% of the property as a tenant in common. |
(3) | Owns a 50% tenant in common interest in the property. |
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Program: | NNN Congress Center, LLC(1) | NNN Park Sahara, DST(2) | ||||||
Name, location, type of property | Congress Center | Park Sahara Office Park | ||||||
Chicago, IL | Las Vegas, NV | |||||||
Office | Office | |||||||
Gross leasable square footage | 525,000 | 124,000 | ||||||
Date of purchase | 1/9/2003 | 3/18/2003 | ||||||
Mortgage financing at date of purchase | $ | 95,875,000 | $ | 8,400,000 | ||||
Cash down payment | $ | 40,233,000 | $ | 3,800,000 | ||||
Contract purchase price plus acquisition fee | $ | 136,108,000 | $ | 12,200,000 | ||||
Other cash expenditures expensed/(credited) | $ | (122,000 | ) | $ | (33,000 | ) | ||
Other cash expenditures capitalized | $ | 2,707,000 | $ | 486,000 | ||||
Total acquisition cost | $ | 138,693,000 | $ | 12,653,000 |
Program: | NNN Buschwood, LLC | NNN Beltline-Royal Ridge, LLC | ||||||
Name, location, type of property | Buschwood III Office Park | Beltline/Royal Ridge Tech. | ||||||
Tampa, FL | Irving, TX | |||||||
Office | Office | |||||||
Gross leasable square footage | 77,000 | 84,000 | ||||||
Date of purchase | 3/25/2003 | 4/1/2003 | ||||||
Mortgage financing at date of purchase | $ | 4,600,000 | $ | 6,150,000 | ||||
Cash down payment | $ | 2,383,000 | $ | 3,400,000 | ||||
Contract purchase price plus acquisition fee | $ | 6,983,000 | $ | 9,550,000 | ||||
Other cash expenditures expensed/(credited) | $ | (11,000 | ) | $ | (81,000 | ) | ||
Other cash expenditures capitalized | $ | 121,000 | $ | 86,000 | ||||
Total acquisition cost | $ | 7,093,000 | $ | 9,555,000 |
Program: | NNN Parkway Towers, DST | NNN 602 Sawyer, LLC | ||||||
Name, location, type of property | Parkway Towers Office Park | 602 Sawyer | ||||||
Nashville, TN | Houston, TX | |||||||
Office | Office | |||||||
Gross leasable square footage | 190,000 | 86,000 | ||||||
Date of purchase | 5/9/2003 | 6/5/2003 | ||||||
Mortgage financing at date of purchase | $ | 6,000,000 | $ | 5,850,000 | ||||
Cash down payment | $ | 6,450,000 | $ | 3,420,000 | ||||
Contract purchase price plus acquisition fee | $ | 12,450,000 | $ | 9,270,000 | ||||
Other cash expenditures expensed/(credited) | $ | (46,000 | ) | $ | (102,000 | ) | ||
Other cash expenditures capitalized | $ | 244,000 | $ | 107,000 | ||||
Total acquisition cost | $ | 12,648,000 | $ | 9,275,000 |
(1) | The program owns 64.5% of the property through NNN Congress Center, LLC and other tenant in common interests. Two affiliated public entities, NNN 2002 Value Fund, LLC and T REIT, Inc., own membership interests in NNN Congress Center, LLC which has a tenant in common interest in the program. |
(2) | The program owns 95.25% of the property through NNN Park Sahara, DST. |
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Program: | NNN Netpark, LLC(1) | NNN 1851 E. First Street, LLC | ||||||
Name, location, type of property | Netpark | Xerox Centre | ||||||
Tampa, FL | Santa Ana, CA | |||||||
Office | Office | |||||||
Gross leasable square footage | 911,000 | 318,000 | ||||||
Date of purchase | 6/11/2003 | 6/16/2003 | ||||||
Mortgage financing at date of purchase | $ | 31,500,000 | $ | 45,375,000 | ||||
Cash down payment | $ | 15,500,000 | $ | 15,125,000 | ||||
Contract purchase price plus acquisition fee | $ | 47,000,000 | $ | 60,500,000 | ||||
Other cash expenditures expensed/(credited) | $ | (454,000 | ) | $ | (275,000 | ) | ||
Other cash expenditures capitalized | $ | 1,957,000 | $ | 975,000 | ||||
Total acquisition cost | $ | 48,503,000 | $ | 61,200,000 |
Program: | NNN Jamboree Promenade, LLC | NNN Jefferson Square, LLC | ||||||
Name, location, type of property | Jamboree Promenade | Jefferson Square | ||||||
Irvine, CA | Seattle, WA | |||||||
Retail | Office/retail | |||||||
Gross leasable square footage | 59,000 | 146,000 | ||||||
Date of purchase | 7/25/2003 | 7/28/2003 | ||||||
Mortgage financing at date of purchase | $ | 15,000,000 | $ | 13,070,000 | ||||
Cash down payment | $ | 5,200,000 | $ | 7,055,000 | ||||
Contract purchase price plus acquisition fee | $ | 20,200,000 | $ | 20,125,000 | ||||
Other cash expenditures expensed/(credited) | $ | (36,000 | ) | $ | (14,000 | ) | ||
Other cash expenditures capitalized | $ | 251,000 | $ | 128,000 | ||||
Total acquisition cost | $ | 20,415,000 | $ | 20,239,000 |
Program: | NNN Executive Center, LLC(2) | NNN Arapahoe Business Park, LLC | ||||||
Name, location, type of property | Executive Center II & III | Arapahoe Business Park I & II | ||||||
Dallas, TX | Centennial, CO | |||||||
Office | Office | |||||||
Gross leasable square footage | 381,000 | 133,000 | ||||||
Date of purchase | 8/1/2003 | 8/11/2003 | ||||||
Mortgage financing at date of purchase | $ | 14,950,000 | $ | 5,200,000 | ||||
Cash down payment | $ | 9,650,000 | $ | 2,788,000 | ||||
Contract purchase price plus acquisition fee | $ | 24,600,000 | $ | 7,988,000 | ||||
Other cash expenditures expensed/(credited) | $ | (183,000 | ) | $ | (45,000 | ) | ||
Other cash expenditures capitalized | $ | 277,000 | $ | 74,000 | ||||
Total acquisition cost | $ | 24,694,000 | $ | 8,017,000 |
(1) | NNN 2002 Value Fund, LLC, an affiliated public entity, owned a 50% tenant in common interest in the program which it sold in 2005 to an affiliated program, NNN Netpark II, LLC |
(2) | NNN 2003 Value Fund, LLC, an affiliated public entity, owns a 76.8% membership interest in NNN Executive Center, LLC which has a 49.625% tenant in common interest in the program. |
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Program: | NNN 901 Corporate Center, LLC | NNN Union Pines, LLC | ||||||
Name, location, type of property | 901 Corporate Center | Union Pines | ||||||
Monterey Park, CA | Tulsa, OK | |||||||
Office | Office | |||||||
Gross leasable square footage | 101,000 | 134,000 | ||||||
Date of purchase | 8/15/2003 | 10/8/2003 | ||||||
Mortgage financing at date of purchase | $ | 11,310,000 | $ | 9,060,000 | ||||
Cash down payment | $ | 4,840,000 | $ | 5,940,000 | ||||
Contract purchase price plus acquisition fee | $ | 16,150,000 | $ | 15,000,000 | ||||
Other cash expenditures expensed/(credited) | $ | (72,000 | ) | $ | (116,000 | ) | ||
Other cash expenditures capitalized | $ | 62,000 | $ | 136,000 | ||||
Total acquisition cost | $ | 16,140,000 | $ | 15,020,000 |
Program: | NNN 1410 Renner, LLC | NNN Parkway Corporate Plaza, LLC | ||||||
Name, location, type of property | 1410 Renner Road | Parkway Corporate Plaza | ||||||
Richardson, TX | Roseville, CA | |||||||
Office | Office | |||||||
Gross leasable square footage | 117,000 | 287,000 | ||||||
Date of purchase | 10/29/2003 | 11/10/2003 | ||||||
Mortgage financing at date of purchase | $ | 8,740,000 | $ | 45,000,000 | ||||
Cash down payment | $ | 5,160,000 | $ | 18,650,000 | ||||
Contract purchase price plus acquisition fee | $ | 13,900,000 | $ | 63,650,000 | ||||
Other cash expenditures expensed/(credited) | $ | (7,000 | ) | $ | (40,000 | ) | ||
Other cash expenditures capitalized | $ | 101,000 | $ | 938,000 | ||||
Total acquisition cost | $ | 13,994,000 | $ | 64,548,000 |
Program: | NNN Twain, LLC | NNN Westbay Office Park, LLC | ||||||
Name, location, type of property | Business Bank of Nevada | Westbay Office Park | ||||||
Las Vegas, NV | Las Vegas, NV | |||||||
Office | Office | |||||||
Gross leasable square footage | 27,000 | 108,000 | ||||||
Date of purchase | 12/8/2003 | 12/15/2003 | ||||||
Mortgage financing at date of purchase | $ | 3,750,000 | $ | 15,000,000 | ||||
Cash down payment | $ | 1,950,000 | $ | 8,600,000 | ||||
Contract purchase price plus acquisition fee | $ | 5,700,000 | $ | 23,600,000 | ||||
Other cash expenditures expensed/(credited) | $ | (10,000 | ) | $ | 43,000 | |||
Other cash expenditures capitalized | $ | 55,000 | $ | 107,000 | ||||
Total acquisition cost | $ | 5,745,000 | $ | 23,750,000 |
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Program: | NNN Enclave Parkway, LLC(1) | NNN Amber Oaks, LLC(2) | ||||||
Name, location, type of property | 1401 Enclave Parkway | AmberOaks Corporate Center | ||||||
Houston, TX | Austin, TX | |||||||
Office | Office | |||||||
Gross leasable square footage | 207,000 | 207,000 | ||||||
Date of purchase | 12/22/2003 | 1/20/2004 | ||||||
Mortgage financing at date of purchase | $ | 23,600,000 | $ | 15,000,000 | ||||
Cash down payment | $ | 10,900,000 | $ | 7,965,000 | ||||
Contract purchase price plus acquisition fee | $ | 34,500,000 | $ | 22,965,000 | ||||
Other cash expenditures expensed/(credited) | $ | (49,000 | ) | $ | (127,000 | ) | ||
Other cash expenditures capitalized | $ | 106,000 | $ | 198,000 | ||||
Total acquisition cost | $ | 34,557,000 | $ | 23,036,000 |
NNN Arapahoe Service Center 1, | ||||||||
Program: | LLC | NNN Lakeside Tech, LLC | ||||||
Name, location, type of property | Arapahoe Service Center | Lakewide Tech Center | ||||||
Englewood, CO | Tampa, FL | |||||||
Office | Office | |||||||
Gross leasable square footage | 144,000 | 223,000 | ||||||
Date of purchase | 1/29/2004 | 2/6/2004 | ||||||
Mortgage financing at date of purchase | $ | 6,500,000 | $ | 14,625,000 | ||||
Cash down payment | $ | 3,600,000 | $ | 5,163,000 | ||||
Contract purchase price plus acquisition fee | $ | 10,100,000 | $ | 19,788,000 | ||||
Other cash expenditures expensed/(credited) | $ | 45,000 | $ | (99,000 | ) | |||
Other cash expenditures capitalized | $ | 54,000 | $ | 192,000 | ||||
Total acquisition cost | $ | 10,199,000 | $ | 19,881,000 |
Program: | NNN 100 Cyberonics Drive, LLC | NNN Corporate Court, LLC | ||||||
Name, location, type of property | 100 Cyberonics Drive | Corporate Court | ||||||
Houston, TX | Irving, TX | |||||||
Office | Office | |||||||
Gross leasable square footage | 144,000 | 67,000 | ||||||
Date of purchase | 3/19/2004 | 3/25/2004 | ||||||
Mortgage financing at date of purchase | $ | 10,500,000 | $ | 5,000,000 | ||||
Cash down payment | $ | 5,080,000 | $ | 2,570,000 | ||||
Contract purchase price plus acquisition fee | $ | 15,580,000 | $ | 7,570,000 | ||||
Other cash expenditures expensed/(credited) | $ | (122,000 | ) | $ | (57,000 | ) | ||
Other cash expenditures capitalized | $ | 96,000 | $ | 116,000 | ||||
Total acquisition cost | $ | 15,554,000 | $ | 7,629,000 |
(1) | T REIT, Inc., an affiliated public entity, owns a 46.5% membership interest in NNN Enclave Parkway, LLC which has a 7% tenant in common interest in the program. |
(2) | T REIT, Inc., an affiliated public entity, owns a tenant in common interest of 75% in the program. |
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NNN Oakey Building 2003, | ||||||||
Program: | NNN 801 K Street, LLC(1) | LLC(2),(3) | ||||||
Name, location, type of property | 801 K Street | Oakey Building | ||||||
Sacramento, CA | Las Vegas, NV | |||||||
Office | Office | |||||||
Gross leasable square footage | 336,000 | 98,000 | ||||||
Date of purchase | 3/31/2004 | 4/2/2004 | ||||||
Mortgage financing at date of purchase | $ | 41,350,000 | $ | 4,000,000 | ||||
Cash down payment | $ | 24,430,000 | $ | 4,137,000 | ||||
Contract purchase price plus acquisition fee | $ | 65,780,000 | $ | 8,137,000 | ||||
Other cash expenditures expensed/(credited) | $ | 665,000 | $ | 15,000 | ||||
Other cash expenditures capitalized | $ | 560,000 | $ | 100,000 | ||||
Total acquisition cost | $ | 67,005,000 | $ | 8,252,000 |
NNN River Rock Business Center, | ||||||||
Program: | NNN Enterprise Way, LLC(4) | LLC | ||||||
Name, location, type of property | Enterprise Technology Center | River Rock Business Center | ||||||
Scotts Valley, CA | Murfreesboro, TN | |||||||
Office | Office | |||||||
Gross leasable square footage | 370,000 | 158,000 | ||||||
Date of purchase | 5/7/2004 | 6/11/2004 | ||||||
Mortgage financing at date of purchase | $ | 36,500,000 | $ | 9,300,000 | ||||
Cash down payment | $ | 24,800,000 | $ | 5,900,000 | ||||
Contract purchase price plus acquisition fee | $ | 61,300,000 | $ | 15,200,000 | ||||
Other cash expenditures expensed/(credited) | $ | (329,000 | ) | $ | (36,000 | ) | ||
Other cash expenditures capitalized | $ | 187,000 | $ | 181,000 | ||||
Total acquisition cost | $ | 61,158,000 | $ | 15,345,000 |
Program: | NNN Emerald Plaza, LLC(5),(6) | NNN Great Oaks Center, LLC | ||||||
Name, location, type of property | Emerald Plaza | Great Oaks Center | ||||||
San Diego, CA | Atlanta, GA | |||||||
Office | Office | |||||||
Gross leasable square footage | 355,000 | 233,000 | ||||||
Date of purchase | 6/14/2004 | 6/30/2004 | ||||||
Mortgage financing at date of purchase | $ | 68,500,000 | $ | 20,000,000 | ||||
Cash down payment | $ | 32,440,000 | $ | 7,050,000 | ||||
Contract purchase price plus acquisition fee | $ | 100,940,000 | $ | 27,050,000 | ||||
Other cash expenditures expensed/(credited) | $ | (361,000 | ) | $ | (131,000 | ) | ||
Other cash expenditures capitalized | $ | 325,000 | $ | 126,000 | ||||
Total acquisition cost | $ | 100,904,000 | $ | 27,045,000 |
(1) | NNN 2003 Value Fund, LLC, an affiliated public entity, owns an 85% membership interest in NNN 801 K Street, LLC which has a 21.5% tenant in common interest in the program. |
(2) | T REIT, Inc., an affiliated public entity, owns a membership interest of 9.76% in NNN Oakey Building 2003, LLC which owns 100.00% of the property. |
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(3) | NNN 2003 Value Fund, LLC, an affiliated public entity, owns a membership interest of 75.46% in NNN Oakey Building 2003, LLC which owns 100.00% of the property. |
(4) | NNN 2003 Value Fund, LLC, an affiliated public entity, owns a 73.3% membership interest in NNN Enterprise Way, LLC which has an 11.625% tenant in common interest in the program. |
(5) | T REIT, Inc., an affiliated public entity, owns a 13.17% membership interest in NNN Emerald Plaza, LLC which owns a 20.5% tenant in common interest in the program. |
(6) | NNN 2003 Value Fund, LLC, an affiliated public entity, owns a 22.4% membership interest in NNN Emerald Plaza, LLC which owns a 20.5% tenant in common interest in the program. |
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NNN Beltway 8 Corporate Centre, | ||||||||
Program: | NNN Sugar Creek Center, LLC | LLC | ||||||
Name, location, type of property | Two Sugar Creek | Beltway 8 Corporate Centre | ||||||
Houston, TX | Houston, TX | |||||||
Office | Office | |||||||
Gross leasable square footage | 143,000 | 101,000 | ||||||
Date of purchase | 7/12/2004 | 7/22/2004 | ||||||
Mortgage financing at date of purchase | $ | 16,000,000 | $ | 10,530,000 | ||||
Cash down payment | $ | 5,850,000 | $ | 5,670,000 | ||||
Contract purchase price plus acquisition fee | $ | 21,850,000 | $ | 16,200,000 | ||||
Other cash expenditures expensed/(credited) | $ | (220,000 | ) | $ | (173,000 | ) | ||
Other cash expenditures capitalized | $ | 231,000 | $ | 469,000 | ||||
Total acquisition cost | $ | 21,861,000 | $ | 16,496,000 |
Program: | NNN Western Place, LLC(1) | NNN One Financial Plaza, LLC(2) | ||||||
Name, location, type of property | Western Place I and II | One Financial Plaza | ||||||
Fort Worth, TX | St. Louis, MO | |||||||
Office | Office | |||||||
Gross leasable square footage | 431,000 | 434,000 | ||||||
Date of purchase | 7/23/2004 | 8/6/2004 | ||||||
Mortgage financing at date of purchase | $ | 24,000,000 | $ | 30,750,000 | ||||
Cash down payment | $ | 9,500,000 | $ | 6,250,000 | ||||
Contract purchase price plus acquisition fee | $ | 33,500,000 | $ | 37,000,000 | ||||
Other cash expenditures expensed/(credited) | $ | (137,000 | ) | $ | (728,000 | ) | ||
Other cash expenditures capitalized | $ | 1,569,000 | $ | 1,186,000 | ||||
Total acquisition cost | $ | 34,932,000 | $ | 37,458,000 |
Program: | NNN Reserve at Maitland, LLC | NNN Las Cimas, LLC | ||||||
Name, location, type of property | Reserve at Maitland | Las Cimas II and III | ||||||
Maitland, FL | Austin, TX | |||||||
Office | Office | |||||||
Gross leasable square footage | 197,000 | 313,000 | ||||||
Date of purchase | 8/18/2004 | 9/27/2004 | ||||||
Mortgage financing at date of purchase | $ | 21,750,000 | $ | 46,800,000 | ||||
Cash down payment | $ | 8,120,000 | $ | 26,300,000 | ||||
Contract purchase price plus acquisition fee | $ | 29,870,000 | $ | 73,100,000 | ||||
Other cash expenditures expensed/(credited) | $ | (256,000 | ) | $ | (547,000 | ) | ||
Other cash expenditures capitalized | $ | 322,000 | $ | 775,000 | ||||
Total acquisition cost | $ | 29,936,000 | $ | 73,328,000 |
(1) | The program owns a 21.5% tenant in common interest in the property. |
(2) | The program owns a 22.4% tenant in common interest in the property. |
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Program: | NNN 9800 Goethe Road, LLC | NNN Fountain Square, LLC | ||||||
Name, location, type of property | 9800 Goethe Road | Fountain Square | ||||||
Sacramento, CA | Boca Raton, FL | |||||||
Office | Office | |||||||
Gross leasable square footage | 111,000 | 242,000 | ||||||
Date of purchase | 10/7/2004 | 10/28/2004 | ||||||
Mortgage financing at date of purchase | $ | 14,800,000 | $ | 36,250,000 | ||||
Cash down payment | $ | 3,050,000 | $ | 15,250,000 | ||||
Contract purchase price plus acquisition fee | $ | 17,850,000 | $ | 51,500,000 | ||||
Other cash expenditures expensed/(credited) | $ | 219,000 | $ | (510,000 | ) | |||
Other cash expenditures capitalized | $ | 977,000 | $ | 1,059,000 | ||||
Total acquisition cost | $ | 19,046,000 | $ | 52,049,000 |
Program: | NNN Embassy Plaza, LLC | NNN City Centre Place, LLC | ||||||
Name, location, type of property | Embassy Plaza | City Centre Place | ||||||
Omaha, NE | Las Vegas, NV | |||||||
Office | Office | |||||||
Gross leasable square footage | 132,000 | 103,000 | ||||||
Date of purchase | 10/29/2004 | 11/5/2004 | ||||||
Mortgage financing at date of purchase | $ | 9,900,000 | $ | 21,500,000 | ||||
Cash down payment | $ | 7,100,000 | $ | 7,980,000 | ||||
Contract purchase price plus acquisition fee | $ | 17,000,000 | $ | 29,480,000 | ||||
Other cash expenditures expensed/(credited) | $ | (189,000 | ) | $ | 111,000 | |||
Other cash expenditures capitalized | $ | 153,000 | $ | 170,000 | ||||
Total acquisition cost | $ | 16,964,000 | $ | 29,761,000 |
Program: | NNN Oak Park Office Center, LLC | NNN/Mission Spring Creek, LLC | ||||||
Name, location, type of property | Oak Park Office Center | Mission Spring Creek Apartments | ||||||
Houston, TX | Garland, TX | |||||||
Office | Apartment | |||||||
Gross leasable square footage | 173,000 | 196,000 | ||||||
Date of purchase | 11/12/2004 | 11/12/2004 | ||||||
Mortgage financing at date of purchase | $ | 21,800,000 | $ | 8,750,000 | ||||
Cash down payment | $ | 7,349,000 | $ | 2,763,000 | ||||
Contract purchase price plus acquisition fee | $ | 29,149,000 | $ | 11,513,000 | ||||
Other cash expenditures expensed/(credited) | $ | (90,000 | ) | $ | (25,000 | ) | ||
Other cash expenditures capitalized | $ | 598,000 | $ | (166,000 | ) | |||
Total acquisition cost | $ | 29,657,000 | $ | 11,322,000 |
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Program: | NNN 2800 East Commerce, LLC | NNN Satellite Place, LLC | ||||||
Name, location, type of property | 2800 East Commerce Place | Satellite Place Office Park | ||||||
Tucson, AZ | Duluth, GA | |||||||
Office | Office | |||||||
Gross leasable square footage | 136,000 | 112,000 | ||||||
Date of purchase | 11/19/2004 | 11/29/2004 | ||||||
Mortgage financing at date of purchase | $ | 11,375,000 | $ | 8,500,000 | ||||
Cash down payment | $ | 6,650,000 | $ | 3,756,000 | ||||
Contract purchase price plus acquisition fee | $ | 18,025,000 | $ | 12,256,000 | ||||
Other cash expenditures expensed/(credited) | $ | 93,000 | $ | 21,000 | ||||
Other cash expenditures capitalized | $ | 195,000 | $ | 180,000 | ||||
Total acquisition cost | $ | 18,313,000 | $ | 12,457,000 |
NNN/Mission University Place, | ||||||||
Program: | NNN Fountainhead, LLC | LLC | ||||||
Name, location, type of property | Fountainhead Park I and II | Mission University Place Apartments | ||||||
San Antonio, TX | Charlotte, NC | |||||||
Office | Apartment | |||||||
Gross leasable square footage | 171,000 | 231,000 | ||||||
Date of purchase | 12/8/2004 | 12/30/2004 | ||||||
Mortgage financing at date of purchase | $ | 18,900,000 | $ | 11,500,000 | ||||
Cash down payment | $ | 8,450,000 | $ | 4,500,000 | ||||
Contract purchase price plus acquisition fee | $ | 27,350,000 | $ | 16,000,000 | ||||
Other cash expenditures expensed/(credited) | $ | 94,000 | $ | 27,000 | ||||
Other cash expenditures capitalized | $ | 183,000 | $ | 227,000 | ||||
Total acquisition cost | $ | 27,627,000 | $ | 16,254,000 |
Program: | NNN/Mission Mallard Creek, LLC | NNN SFS Town Center, LLC | ||||||
Name, location, type of property | Mission Mallard Creek Apartments | Town Center Business Park | ||||||
Charlotte, NC | Santa Fe Springs, CA | |||||||
Apartment | Office | |||||||
Gross leasable square footage | 233,000 | 177,000 | ||||||
Date of purchase | 12/30/2004 | 1/6/2005 | ||||||
Mortgage financing at date of purchase | $ | 9,300,000 | $ | 22,000,000 | ||||
Cash down payment | $ | 5,038,000 | $ | 8,910,000 | ||||
Contract purchase price plus acquisition fee | $ | 14,338,000 | $ | 30,910,000 | ||||
Other cash expenditures expensed/(credited) | $ | 21,000 | $ | (27,000 | ) | |||
Other cash expenditures capitalized | $ | 194,000 | $ | 343,000 | ||||
Total acquisition cost | $ | 14,553,000 | $ | 31,226,000 |
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Program: | NNN 4 Hutton, LLC | NNN/Mission Collin Creek, LLC | ||||||
Name, location, type of property | 4 Hutton Centre Drive | Mission Collin Creek Apartments | ||||||
South Coast Metro, CA | Plano, TX | |||||||
Office | Apartment | |||||||
Gross leasable square footage | 210,000 | 267,000 | ||||||
Date of purchase | 1/7/2005 | 1/19/2005 | ||||||
Mortgage financing at date of purchase | $ | 32,000,000 | $ | 13,600,000 | ||||
Cash down payment | $ | 17,000,000 | $ | 4,683,000 | ||||
Contract purchase price plus acquisition fee | $ | 49,000,000 | $ | 18,283,000 | ||||
Other cash expenditures expensed/(credited) | $ | (230,000 | ) | $ | (16,000 | ) | ||
Other cash expenditures capitalized | $ | 724,000 | $ | 257,000 | ||||
Total acquisition cost | $ | 49,494,000 | $ | 18,524,000 |
NNN Satellite 1100 & 2000, | NNN Chatsworth Business Park, | |||||||
Program: | LLC | LLC | ||||||
Name, location, type of property | Satellite Place Office Park | Chatsworth Business Park | ||||||
Duluth, GA | Chatsworth, CA | |||||||
Office | Office | |||||||
Gross leasable square footage | 175,000 | 232,000 | ||||||
Date of purchase | 2/24/2005 | 3/30/2005 | ||||||
Mortgage financing at date of purchase | $ | 13,900,000 | $ | 33,750,000 | ||||
Cash down payment | $ | 5,510,000 | $ | 13,025,000 | ||||
Contract purchase price plus acquisition fee | $ | 19,410,000 | $ | 46,775,000 | ||||
Other cash expenditures expensed/(credited) | $ | (18,000 | ) | $ | 131,000 | |||
Other cash expenditures capitalized | $ | 225,000 | $ | (889,000 | ) | |||
Total acquisition cost | $ | 19,617,000 | $ | 46,017,000 |
NNN 2400 West Marshall Drive, | ||||||||
Program: | NNN Met Center 10, LLC | LLC | ||||||
Name, location, type of property | Building Ten — Met Center | 2400 West Marshall Drive | ||||||
Austin, TX | Grand Prairie, TX | |||||||
Office | Office | |||||||
Gross leasable square footage | 346,000 | 111,000 | ||||||
Date of purchase | 4/8/2005 | 4/12/2005 | ||||||
Mortgage financing at date of purchase | $ | 32,000,000 | $ | 6,875,000 | ||||
Cash down payment | $ | 12,880,000 | $ | 2,595,000 | ||||
Contract purchase price plus acquisition fee | $ | 44,880,000 | $ | 9,470,000 | ||||
Other cash expenditures expensed/(credited) | $ | (257,000 | ) | $ | (9,000 | ) | ||
Other cash expenditures capitalized | $ | 540,000 | $ | 192,000 | ||||
Total acquisition cost | $ | 45,163,000 | $ | 9,653,000 |
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Program: | NNN 411 East Wisconsin, LLC | NNN Naples Tamiami Trail, LLC | ||||||
Name, location, type of property | 411 East Wisconsin Avenue | 4501 Tamiami Trail | ||||||
Milwaukee, WI | Naples, FL | |||||||
Office | Office | |||||||
Gross leasable square footage | 654,000 | 78,000 | ||||||
Date of purchase | 4/29/2005 | 5/2/2005 | ||||||
Mortgage financing at date of purchase | $ | 70,000,000 | $ | 13,500,000 | ||||
Cash down payment | $ | 25,000,000 | $ | 7,500,000 | ||||
Contract purchase price plus acquisition fee | $ | 95,000,000 | $ | 21,000,000 | ||||
Other cash expenditures expensed/(credited) | $ | 25,000 | $ | (10,000 | ) | |||
Other cash expenditures capitalized | $ | 1,268,000 | $ | 312,000 | ||||
Total acquisition cost | $ | 96,293,000 | $ | 21,302,000 |
NNN Park at Spring Creek, | ||||||||
Program: | LLC | NNN Inverness Business Park, | ||||||
Name, location, type of property | The Park at Spring Creek | LLC | ||||||
Apartments | Inverness Business Park | |||||||
Tomball, TX | Englewood, CO | |||||||
Apartment | Office | |||||||
Gross leasable square footage | 185,000 | 112,000 | ||||||
Date of purchase | 6/8/2005 | 6/10/2005 | ||||||
Mortgage financing at date of purchase | $ | 11,040,000 | $ | 9,500,000 | ||||
Cash down payment | $ | 3,277,000 | $ | 3,450,000 | ||||
Contract purchase price plus acquisition fee | $ | 14,317,000 | $ | 12,950,000 | ||||
Other cash expenditures expensed/(credited) | $ | (41,000 | ) | $ | (18,000 | ) | ||
Other cash expenditures capitalized | $ | 323,000 | $ | 40,000 | ||||
Total acquisition cost | $ | 14,599,000 | $ | 12,972,000 |
Program: | NNN Waterway Plaza, LLC | NNN Papago Spectrum, LLC | ||||||
Name, location, type of property | Waterway Plaza I and II | Papago Spectrum | ||||||
The Woodlands, TX | Tempe, AZ | |||||||
Office | Office | |||||||
Gross leasable square footage | 366,000 | 160,000 | ||||||
Date of purchase | 6/20/2005 | 7/29/2005 | ||||||
Mortgage financing at date of purchase | $ | 60,000,000 | $ | 19,000,000 | ||||
Cash down payment | $ | 14,148,000 | $ | 7,375,000 | ||||
Contract purchase price plus acquisition fee | $ | 74,148,000 | $ | 26,375,000 | ||||
Other cash expenditures expensed/(credited) | $ | (66,000 | ) | $ | 183,000 | |||
Other cash expenditures capitalized | $ | 546,000 | $ | 827,000 | ||||
Total acquisition cost | $ | 74,628,000 | $ | 27,385,000 |
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NNN Sanctuary at Highland Oak, | ||||||||
Program: | DST | NNN Met Center 15, LLC | ||||||
Name, location, type of property | The Sanctuary at Highland Oaks | Building 15 — Met Center | ||||||
Tampa, FL | Austin, TX | |||||||
Apartment | Office | |||||||
Gross leasable square footage | 495,000 | 258,000 | ||||||
Date of purchase | 7/29/2005 | 8/19/2005 | ||||||
Mortgage financing at date of purchase | $ | 35,300,000 | $ | 28,000,000 | ||||
Cash down payment | $ | 19,240,000 | $ | 9,500,000 | ||||
Contract purchase price plus acquisition fee | $ | 54,540,000 | $ | 37,500,000 | ||||
Other cash expenditures expensed/(credited) | $ | 162,000 | $ | (383,000 | ) | |||
Other cash expenditures capitalized | $ | 867,000 | $ | 591,000 | ||||
Total acquisition cost | $ | 55,569,000 | $ | 37,708,000 |
NNN One Chesterfield Place, | ||||||||
Program: | LLC | NNN Maitland Promenade, LLC | ||||||
Name, location, type of property | One Chesterfield Place | Maitland Promenade II | ||||||
Chesterfield, MO | Orlando, FL | |||||||
Office | Office | |||||||
Gross leasable square footage | 143,000 | 230,000 | ||||||
Date of purchase | 9/9/2005 | 9/12/2005 | ||||||
Mortgage financing at date of purchase | $ | 18,810,000 | $ | 32,250,000 | ||||
Cash down payment | $ | 9,664,000 | $ | 12,143,000 | ||||
Contract purchase price plus acquisition fee | $ | 28,474,000 | $ | 44,393,000 | ||||
Other cash expenditures expensed/(credited) | $ | (76,000 | ) | $ | (78,000 | ) | ||
Other cash expenditures capitalized | $ | 346,000 | $ | 470,000 | ||||
Total acquisition cost | $ | 28,744,000 | $ | 44,785,000 |
Program: | NNN Sixth Avenue West, LLC | NNN Netpark II, LLC(1) | ||||||
Name, location, type of property | Sixth Avenue West | Netpark | ||||||
Golden, CO | Tampa, FL | |||||||
Office | Office | |||||||
Gross leasable square footage | 125,000 | 913,000 | ||||||
Date of purchase | 9/13/2005 | 9/30/2005 | ||||||
Mortgage financing at date of purchase | $ | 10,300,000 | $ | 21,500,000 | ||||
Cash down payment | $ | 5,200,000 | $ | 12,000,000 | ||||
Contract purchase price plus acquisition fee | $ | 15,500,000 | $ | 33,500,000 | ||||
Other cash expenditures expensed/(credited) | $ | (94,000 | ) | $ | (20,000 | ) | ||
Other cash expenditures capitalized | $ | (434,000 | ) | $ | 1,008,000 | |||
Total acquisition cost | $ | 14,972,000 | $ | 34,488,000 |
(1) | NNN 2002 Value Fund, LLC, an affiliated public entity, sold its 50% tenant in common interest in the property to an affiliated program, NNN Netpark II, LLC. |
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NNN Britannia Business | NNN Saturn Business Park, | |||||||
Program: | Center III, LLC | LLC | ||||||
Name, location, type of property | Britannia Business Center | Saturn Business Park | ||||||
Pleasanton, CA | Brea, CA | |||||||
Office | Office | |||||||
Gross leasable square footage | 191,000 | 121,000 | ||||||
Date of purchase | 9/30/2005 | 10/20/2005 | ||||||
Mortgage financing at date of purchase | $ | 35,000,000 | $ | 16,100,000 | ||||
Cash down payment | $ | 10,290,000 | $ | 6,560,000 | ||||
Contract purchase price plus acquisition fee | $ | 45,290,000 | $ | 22,660,000 | ||||
Other cash expenditures expensed/(credited) | $ | (101,000 | ) | $ | 14,000 | |||
Other cash expenditures capitalized | $ | 467,000 | $ | 60,000 | ||||
Total acquisition cost | $ | 45,656,000 | $ | 22,734,000 |
Program: | NNN Parkway Crossing, LLC | NNN Forest Office Park, LLC | ||||||
Name, location, type of property | Parkway Crossing Apartments | Forest Office Park | ||||||
Asheville, NC | Richmond, VA | |||||||
Apartment | Office | |||||||
Gross leasable square footage | 184,000 | 223,000 | ||||||
Date of purchase | 10/28/2005 | 11/9/2005 | ||||||
Mortgage financing at date of purchase | $ | 9,100,000 | $ | 15,300,000 | ||||
Cash down payment | $ | 2,230,000 | $ | 5,550,000 | ||||
Contract purchase price plus acquisition fee | $ | 11,330,000 | $ | 20,850,000 | ||||
Other cash expenditures expensed/(credited) | $ | 10,000 | $ | (87,000 | ) | |||
Other cash expenditures capitalized | $ | 189,000 | $ | 406,000 | ||||
Total acquisition cost | $ | 11,529,000 | $ | 21,169,000 |
Program: | NNN One Nashville Place, LLC | |||||||
Name, location, type of property | One Nashville Place, | |||||||
Nashville, TN | ||||||||
Office | ||||||||
Gross leasable square footage | 411,000 | |||||||
Date of purchase | 11/30/2005 | |||||||
Mortgage financing at date of purchase | $ | 58,000,000 | ||||||
Cash down payment | $ | 21,750,000 | ||||||
Contract purchase price plus acquisition fee | $ | 79,750,000 | ||||||
Other cash expenditures expensed/(credited) | $ | 54,000 | ||||||
Other cash expenditures capitalized | $ | 1,590,000 | ||||||
Total acquisition cost | $ | 81,394,000 |
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NNN APARTMENT REIT, INC. |
By: | /s/ Stanley J. Olander, Jr. |
Stanley J. Olander, Jr., | |
Chief Executive Officer |
Signature | Title | Date | ||||
/s/ Stanley J. Olander, Jr. | Chief Executive Officer (Principal Executive Officer) | July 17, 2006 | ||||
/s/ Shannon K. S. Johnson | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | July 17, 2006 | ||||
/s/ Louis J. Rogers | President and Chairman of the Board | July 17, 2006 | ||||
/s/ Glenn W. Bunting | Director | July 17, 2006 | ||||
/s/ Robert A. Gary, IV | Director | July 17, 2006 | ||||
/s/ W. Brand Inlow | Director | July 17, 2006 | ||||
/s/ D. Fleet Wallace | Director | July 17, 2006 |
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Exhibit | ||||
Number | Exhibit | |||
1 | .1** | Form of Dealer Manager Agreement between NNN Apartment REIT, Inc. and NNN Capital Corp. | ||
1 | .2** | Form of Participating Broker-Dealer Agreement | ||
3 | .1** | Articles of Incorporation of the Registrant | ||
3 | .2** | Amended Articles of Incorporation of the Registrant | ||
3 | .3** | Bylaws of the Registrant | ||
3 | .4** | Form of Articles of Amendment and Restatement of the Registrant | ||
3 | .5** | Form of Amended and Restated Bylaws of the Registrant | ||
3 | .6** | Form of Agreement of Limited Partnership of NNN Apartment REIT Holdings, L.P. | ||
4 | .1** | Specimen Share Certificate | ||
5 | .1** | Opinion of Venable LLP | ||
8 | .1** | Opinion of Hirschler Fleischer, a Professional Corporation as to Tax Matters | ||
10 | .1** | Dividend Reinvestment Plan (included as Exhibit C to the Prospectus) | ||
10 | .2** | Share Repurchase Plan (included as Exhibit D to the Prospectus) | ||
10 | .3** | 2006 Incentive Award Plan | ||
10 | .4** | Advisory Agreement between NNN Apartment REIT, Inc. and NNN Apartment REIT Advisor, LLC | ||
10 | .5** | Form of Escrow Agreement | ||
23 | .1** | Consent of Venable LLP (included in Exhibit 5.1) | ||
23 | .2** | Consent of Hirschler Fleischer, a Professional Corporation (included in Exhibit 8.1) | ||
23 | .3 | Consent of Deloitte & Touche LLP | ||
24 | .1** | Power of Attorney (included on Signature Page) |
** | Previously filed. |