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Washington, D.C. 20549
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
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2. | Supplement No. 3 dated March 16, 2010, included herewith, which will be delivered as an unattached document along with the prospectus dated August 7, 2009. Supplement No. 3 supersedes and replaces Supplement No. 1 dated September 15, 2009 and Supplement No. 2 dated November 25, 2009; |
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• | We have no prior operating history and there is no assurance that we will be able to successfully achieve our investment objectives. | |
• | We set the offering price of our shares of common stock arbitrarily. This price is unrelated to the book value or net asset value of our shares of common stock or to our expected operating income. | |
• | Because there is no public trading market for shares of our common stock and we are not obligated to effectuate a liquidity event by a certain date, it will be difficult for you to sell your shares of our common stock. | |
• | This is a “blind pool” offering and you will not have the opportunity to evaluate our investments prior to purchasing shares of our common stock. | |
• | We depend upon our advisor and its affiliates to conduct our operations and this offering. Adverse changes in the financial health of our advisor or its affiliates could cause our operations to suffer. | |
• | This is the first public offering sold by our dealer manager. Our ability to raise money and achieve our investment objectives depends on the ability of our dealer manager to successfully market our offering. | |
• | Our advisor and other affiliates will face conflicts of interest as a result of compensation arrangements, time constraints and competition for investments, which could result in actions that are not in your best interests. | |
• | We may incur debt exceeding 75% of the cost of our assets in certain circumstances. High debt levels increase the risk to our stockholders. | |
• | The amount of any distributions we may make is uncertain. Our distributions may exceed our earnings, particularly during the period before we have substantially invested the net proceeds from this offering. Therefore, we may need to borrow funds, request that our advisor, in its discretion, defer its receipt of fees and reimbursement of expenses, or utilize offering proceeds to make cash distributions. As a result, portions of the distributions that we make may represent a return of capital to you. | |
• | The recent economic downturn and disruption in the financial markets could have an adverse impact on our tenants’ ability to make rental payments and the demand for retail space, result in continued disruptions in the commercial mortgage market and adversely effect our ability to obtain financing on favorable terms, if at all. | |
• | If we fail to qualify as a REIT, it would adversely affect our operations and our ability to make distributions to our stockholders and may have adverse tax consequences to our stockholders. |
Sales | Dealer | Proceeds to Us | ||||||||||||||
Price to Public(1) | Commission(1)(2) | Manager Fee(1)(2) | Before Expenses(1)(3) | |||||||||||||
Primary Offering Per Share | $ | 10.00 | $ | 0.70 | $ | 0.30 | $ | 9.00 | ||||||||
Total Minimum | $ | 2,000,000.00 | $ | 140,000.00 | $ | 60,000.00 | $ | 1,800,000.00 | ||||||||
Total Maximum | $ | 1,000,000,000.00 | $ | 70,000,000.00 | $ | 30,000,000.00 | $ | 900,000,000.00 | ||||||||
Distribution Reinvestment Plan Offering Per Share | $ | 9.50 | — | $ | — | $ | 9.50 | |||||||||
Total Maximum | $ | 100,000,000.00 | — | $ | — | $ | 100,000,000.00 |
(1) | We reserve the right to reallocate shares of common stock being offered between the primary offering and our distribution reinvestment plan. | |
(2) | Discounts are available for certain categories of purchasers. | |
(3) | Proceeds are calculated before reimbursing our advisor for organization and offering expenses. |
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• | a net worth (excluding the value of an investor’s home, furnishings and automobiles) of at least $250,000; or | |
• | a gross annual income of at least $70,000 and a net worth (excluding the value of an investor’s home, furnishings and automobiles) of at least $70,000. |
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• | Read this entire prospectus and any appendices and supplements accompanying this prospectus. | |
• | Complete the execution copy of the subscription agreement. A specimen copy of the subscription agreement, including instructions for completing it, is included in this prospectus as Appendix C. | |
• | Deliver a check for the full purchase price of the shares of our common stock being subscribed for along with the completed subscription agreement to the soliciting broker-dealer or investment advisor. Initially, your check should be made payable to “CommerceWest Bank, N.A., as escrow agent for TNP Strategic Retail Trust, Inc.” After we meet the minimum offering requirements, your check should be made payable to “TNP Strategic Retail Trust, Inc.” After you have satisfied the applicable minimum purchase requirement, additional purchases must be in increments of $100, except for purchases made pursuant to our distribution reinvestment plan. |
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Q: | What is a “REIT”? | |
A: | In general, a REIT is a company that: | |
• offers the benefits of a diversified real estate portfolio under professional management; | ||
• is required to make distributions to investors of at least 90% of its taxable income for each year; | ||
• avoids the federal “double taxation” treatment of income that generally results from investments in a corporation because a REIT is not generally subject to federal corporate income taxes on the portion of its net income that is distributed to the REIT’s stockholders; and | ||
• combines the capital of many investors to acquire or provide financing for real estate assets. | ||
Q: | How will you structure the ownership and operation of your assets? | |
A: | We plan to own substantially all of our assets and conduct our operations through an operating partnership, TNP Strategic Retail Operating Partnership, LP, which was organized in Delaware in September 2008. We are the sole general partner of TNP Strategic Retail Operating Partnership, LP, which we refer to as our “operating partnership.” Because we will conduct substantially all of our operations through an operating partnership, we are organized in what is referred to as an “UPREIT” structure. | |
Q: | What is an “UPREIT”? | |
A: | UPREIT stands for Umbrella Partnership Real Estate Investment Trust. We use the UPREIT structure because a contribution of property directly to us is generally a taxable transaction to the contributing property owner. In this structure, a contributor of a property who desires to defer taxable gain on the transfer of his or her property may transfer the property to the operating partnership in exchange for limited partnership units and defer taxation of gain until the contributor later exchanges his or her limited partnership units, typically on a one-for-one basis for shares of the common stock of the REIT. We believe that using an UPREIT structure gives us an advantage in acquiring desired properties from persons who may not otherwise sell their properties because of unfavorable tax results. | |
Q: | Do you currently own any assets? | |
A: | No. This offering is a “blind pool” offering in that we have not yet identified any specific real estate assets to acquire using the proceeds from this offering. We discuss the risks associated with this status under “Risk Factors—Investment Risks—This is a ‘blind pool’ offering, and you will not have the opportunity to evaluate our investments prior to purchasing shares of our common stock.” and “Risk Factors—Risks Related to Our Business—If we are delayed or unable to find suitable investments, we may not be able to achieve our investment objectives.” | |
Q: | Who will choose which investments to make? | |
A: | Our advisor, TNP Strategic Retail Advisor, LLC, will select investments for us based on specific investment objectives and criteria and subject to the direction, oversight and approval of our board of directors. | |
Q: | What kind of offering is this? | |
A: | Through our dealer manager, we are offering a minimum of $2,000,000 in shares of our common stock and a maximum of $1,000,000,000 in shares of our common stock in our primary offering on a “best efforts” basis at $10.00 per share. We are also offering $100,000,000 in shares of our common stock pursuant to our distribution reinvestment plan at $9.50 per share to those stockholders who elect to participate in such plan as described in this prospectus. We reserve the right to reallocate the shares of common stock we are offering between the primary offering and the distribution reinvestment plan. |
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Q: | How does a “best efforts” offering work? | |
A: | When shares of common stock are offered to the public on a “best efforts” basis, the broker-dealers participating in the offering are only required to use their best efforts to sell the shares of our common stock. Broker-dealers do not have a firm commitment or obligation to purchase any of the shares of our common stock. | |
Q: | How long will this offering last? | |
A: | This offering will not last beyond August 7, 2011 (two years from the date of this prospectus), unless extended. However, in certain states this offering may only continue for one year unless we renew the offering period for up to one additional year. | |
Q: | What happens if you do not raise a minimum of $2,000,000 in this offering? | |
A: | We will not sell any shares of our common stock unless we sell a minimum of $2,000,000 in shares to the public by August 7, 2010 (one year from the date of this prospectus). Purchases by our directors, officers and affiliates will not count toward meeting this minimum threshold. Pending satisfaction of this minimum offering requirement, all subscription payments will be placed in an account held by CommerceWest Bank, N.A., as escrow agent, in trust for subscribers’ benefit pending release to us. If we do not sell $2,000,000 in shares to the public by August 7, 2010 (one year from the date of this prospectus), we will terminate this offering and return all subscribers’ funds held in escrow, plus interest. If we raise the minimum offering amount by August 7, 2010, the proceeds held in escrow, plus interest, will be released to us. The released escrow proceeds will only be used for the purposes set forth in this prospectus and in a manner approved by our board of directors, who act as fiduciaries to our stockholders. | |
Q: | Will I receive a stock certificate? | |
A: | No. You will not receive a stock certificate unless expressly authorized by our board of directors. We anticipate that all shares of our common stock will be issued in book-entry form only. The use of book-entry registration protects against loss, theft or destruction of stock certificates and reduces the offering costs. | |
Q: | Who can buy shares of common stock in this offering? | |
A: | In general, you may buy shares of our common stock pursuant to this prospectus provided that you have either (1) a net worth of at least $70,000 and an annual gross income of at least $70,000 or (2) a net worth of at least $250,000. For this purpose, net worth does not include your home, home furnishings and personal automobiles. Generally, you must initially invest at least $1,000. After you have satisfied the applicable minimum purchase requirement, additional purchases must be in increments of $100, except for purchases made pursuant to our distribution reinvestment plan, which are not subject to any minimum purchase requirement. These minimum net worth and investment levels may be higher in certain states, so you should carefully read the more detailed description under “Suitability Standards” above. | |
Our affiliates may also purchase shares of our common stock. The sales commissions and dealer manager fees that are payable by other investors in this offering will be reduced or waived for our affiliates. The purchase of shares of our common stock by our affiliates will not count toward satisfying our minimum offering requirements. | ||
Q: | Are there any special restrictions on the ownership of shares? | |
A: | Yes. Our charter prohibits the ownership of more than 9.8% in value of our capital stock (which includes common stock and preferred stock we may issue) and more than 9.8% in value or number of shares, whichever is more restrictive, of our common stock, unless exempted by our board of directors. This prohibition may discourage large investors from purchasing our shares and may limit your ability to transfer your shares. To comply with tax rules applicable to REITs, we will require our record holders to provide us with detailed information regarding the beneficial ownership of our shares on an annual basis. These restrictions are designed to enable us to comply with the ownership restrictions imposed on REITs |
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by the Internal Revenue Code. See “Description of Capital Stock—Restriction on Ownership of Shares of Capital Stock.” | ||
Q: | Is there any minimum initial investment required? | |
A: | Yes. To purchase shares of common stock in this offering, you must generally make an initial purchase of at least $1,000 in shares. Once you have satisfied the minimum initial purchase requirement, any additional purchases of our shares of common stock in this offering must be in amounts of at least $100, except for additional purchases pursuant to our distribution reinvestment plan which are not subject to any minimum investment requirement. See “Plan of Distribution—Minimum Offering.” | |
Q: | How do I subscribe for shares of common stock? | |
A: | Investors who meet the suitability standards described herein may purchase shares of our common stock. See “Suitability Standards.” Investors seeking to purchase shares of our common stock should proceed as follows: | |
• Read this entire prospectus and any appendices and supplements accompanying this prospectus. | ||
• Complete the execution copy of the subscription agreement. A specimen copy of the subscription agreement, including instructions for completing it, is included in this prospectus as Appendix C. | ||
• Deliver a check for the full purchase price of the shares of our common stock being subscribed for along with the completed subscription agreement to the registered broker-dealer or investment advisor. Initially, your check should be made payable to “CommerceWest Bank, N.A., as escrow agent for TNP Strategic Retail Trust, Inc.” After we meet the minimum offering requirements, your check should be made payable to “TNP Strategic Retail Trust, Inc.” | ||
By executing the subscription agreement and paying the total purchase price for the shares of our common stock subscribed for, each investor represents that he meets the suitability standards as stated in the subscription agreement and agrees to be bound by all of its terms. | ||
Subscriptions will be effective only upon our acceptance, and we reserve the right to reject any subscription in whole or part. Subscriptions will be accepted or rejected within 30 days of receipt by us and, if rejected, all funds shall be returned to subscribers without deduction for any expenses within 10 business days from the date the subscription is rejected. We are not permitted to accept a subscription for shares of our common stock until at least five business days after the date you receive the final prospectus. | ||
An approved trustee must process and forward to us subscriptions made through individual IRAs, Keough plans and 401(k) plans. In the case of investments through IRAs, Keough plans and 401(k) plans, we will send the confirmation and notice of our acceptance to the trustee. | ||
Q: | How will the payment of fees and expenses affect my invested capital? | |
A: | We will pay sales commissions and dealer manager fees in connection with this offering. In addition, we will reimburse our advisor for our organization and offering expenses up to 3.0% of the gross proceeds of the offering and will pay our advisor acquisition and origination fees for substantial services provided in the acquisition or origination of investments. The payment of fees and expenses will reduce the funds available to us for investment in real estate assets and real estate-related assets. Depending primarily upon the number of shares of our common stock we sell in the primary offering and assuming a $10.00 purchase price for shares sold in the primary offering, we estimate that we will use between 84.4% and 86.7% of our gross offering proceeds for investments and 2.2% of our gross offering proceeds for the payment of acquisition and origination fees to our advisor. The payment of fees and expenses will also reduce the book value of your shares of common stock. However, you will not be required to pay any additional amounts in connection with the fees and expenses described in this prospectus. | |
Q: | If I buy shares, will I receive distributions and how often? | |
A: | Provided we have sufficient available cash flow, we expect to pay distributions on a monthly basis to our stockholders. We cannot predict when, if ever, we will generate sufficient cash flow to pay distributions. |
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Q: | May I reinvest my distributions? | |
A: | Yes. Please see “Description of Capital Stock—Distribution Reinvestment Plan” for more information regarding our distribution reinvestment plan. | |
Q: | If I buy shares of common stock in this offering, how may I later sell them? | |
A: | At the time you purchase the shares of our common stock, the shares will not be listed for trading on any national securities exchange. As a result, if you wish to sell your shares, you may not be able to do so promptly, or at all, or you may only be able to sell them at a substantial discount from the price you paid. In general, however, you may sell your shares to any buyer that meets the applicable suitability standards unless such sale would cause the buyer to own more than 9.8% of the value of our then outstanding capital stock (which includes common stock and any preferred stock we may issue) or more than 9.8% of the value or number of shares, whichever is more restrictive, of our then outstanding common stock. See “Suitability Standards” and “Description of Capital Stock—Restriction on Ownership of Shares of Capital Stock.” We have adopted a share redemption program, as discussed under “Description of Capital Stock—Share Redemption Program,” which may provide limited liquidity for some of our stockholders. | |
Q: | What is your exit strategy? | |
A: | Our board of directors does not anticipate evaluating a transaction providing liquidity for our stockholders until 2015. Our charter does not require our board of directors to pursue a liquidity event. Due to the uncertainties of market conditions in the future, we believe setting finite dates for possible, but uncertain, liquidity events may result in actions not necessarily in the best interests or within the expectations of our stockholders. We expect that our board of directors, in the exercise of its fiduciary duty to our stockholders, will determine to pursue a liquidity event when it believes that then-current market conditions are favorable for a liquidity event, and that such a transaction is in the best interests of our stockholders. A liquidity event could include (1) the sale of all or substantially all of our assets either on a portfolio basis or individually followed by a liquidation, in which the net proceeds are distributed to stockholders, (2) a merger or another transaction approved by our board of directors in which our stockholders will receive cash and/or shares of a publicly traded company or (3) a listing of our shares on a national securities exchange. There can be no assurance as to when a suitable transaction will be available. | |
Q: | Will the distributions I receive be taxable? | |
A: | Distributions that you receive, including the market value of our common stock received pursuant to our distribution reinvestment plan, will generally be taxed as ordinary income to the extent they are paid out of our current or accumulated earnings and profits. However, if we recognize a long-term capital gain upon the sale of one of our assets, a portion of our dividends may be designated and treated as a long-term capital gain. In addition, we expect that some portion of your distributions may not be subject to tax in the year received due to the fact that depreciation expenses reduce earnings and profits but do not reduce cash available for distribution. Amounts distributed to you in excess of our earnings and profits will reduce the tax basis of your shares of common stock and will not be taxable to the extent thereof, and distributions in excess of tax basis will be taxable as an amount realized from the sale of your shares of common stock. This, in effect, would defer a portion of your tax until your investment is sold or we are liquidated, at which time you may 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: | When will I get my detailed tax information? | |
A: | We intend to mail your Form 1099 tax information, if required, by January 31 of each year. | |
Q: | Where can I find updated information regarding the company? | |
A: | You may find updated information on our website,www.tnpre.com. In addition, as a result of the effectiveness of the registration statement of which this prospectus forms a part, we are subject to the informational reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Under the Exchange Act, we will file reports, proxy statements and other information with the SEC. See |
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“Additional Information” for a description of how you may read and copy the registration statement, the related exhibits and the reports, proxy statements and other information we file with the SEC. In addition, you will receive periodic updates directly from us, including three quarterly financial reports and an annual report. We do not intend to calculate the net asset value per share for our shares of common stock until eighteen months after the completion of the last offering of our shares of common stock, and therefore will not provide you with this information until that time. See “Risk Factors—Investment Risks—We will not calculate the net asset value per share for our shares of common stock until eighteen months after completion of our offering stage. Therefore, you will not be able to determine the true value of your shares of common stock on an on-going basis during this offering.” | ||
Q: | Who can answer my questions? | |
A: | If you have additional questions about this offering or if you would like additional copies of this prospectus, you should contact your registered representative or our dealer manager: |
1900 Main Street
Suite 700
Irvine, California 92614
949-823-8222
Attn: Investor Services
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• | to preserve, protect and return stockholders’ capital contributions; | |
• | to pay predictable and sustainable cash distributions to stockholders; and | |
• | to realize capital appreciation upon the ultimate sale of the investments we acquire. |
• | We have no prior operating history and there is no assurance that we will be able to successfully achieve our investment objectives. | |
• | No public trading market exists for our shares and we are not required to effectuate a liquidity event by a certain date. As a result, it will be difficult for you to sell your shares. If you are able to sell your shares, you will likely sell them at a substantial discount. | |
• | The amount of distributions we will make, if any, is uncertain. Our distributions may exceed our earnings, particularly during the period before we have substantially invested the net proceeds from this offering. Therefore, we may need to borrow funds, request that our advisor, in its discretion, defer its receipt of fees and reimbursement of expenses, or utilize offering proceeds to make cash distributions. As a result, portions of the distributions that we make may represent a return of capital to you, which will lower your tax basis in our shares. | |
• | This is a “blind pool” offering and you will not have the opportunity to evaluate our investments prior to purchasing shares of our common stock. | |
• | This is a “best efforts” offering and if we are unable to raise substantial funds then we will be limited in the number and type of investments we may make. This is the first non-listed REIT offering sold by our dealer manager. Our ability to raise money and achieve our investment objectives depends on the ability of our dealer manager to successfully market our offering. | |
• | We rely on our advisor and its affiliates for our day-to-day operations and the selection of our investments. We will pay substantial fees to our advisor, which were not determined on an arm’s-length basis. | |
• | Our advisor and other affiliates will face conflicts of interest as a result of compensation arrangements, time constraints and competition for investments, including (1) conflicts related to compensation payable by us to our advisor and other affiliates that may not be on terms that would result from arm’s-length negotiations between unaffiliated parties, (2) the allocation of time between advising us and other real estate investment programs and (3) the recommendation of investments on our behalf when other affiliated programs are seeking similar investments. | |
• | We are the first publicly-offered investment program sponsored by our sponsor. You should not assume that the prior performance of programs managed or sponsored by our sponsor or its affiliates will be indicative of our future performance. | |
• | Our use of leverage increases the risk of loss on our investments. | |
• | We will be subject to risks generally incident to the ownership of real property. |
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• | The recent economic downturn and disruption in the financial markets could have an adverse impact on our tenants’ ability to make rental payments and the demand for retail space, result in continued disruptions in the commercial mortgage market and adversely effect our ability to obtain financing on favorable terms, if at all. | |
• | If we fail to qualify as a REIT, it would adversely affect our operations and our ability to make distributions to our stockholders because we will be subject to U.S. federal income tax at regular corporate rates with no ability to deduct distributions made to our stockholders. |
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Estimated Amount | ||||
Type of Fee and Recipient | Description and Method of Computation | Maximum Offering | ||
Organizational and Offering Stage | ||||
Sales Commission— Dealer Manager | 7.0% of gross offering proceeds from the sale of shares in the primary offering (all or a portion of which may be reallowed to participating broker-dealers). No sales commissions will be paid for sales pursuant to the distribution reinvestment plan. | $70,000,000 | ||
Dealer Manager Fee—Dealer Manager | 3.0% of gross offering proceeds from the sale of shares in the primary offering (a portion of which may be reallowed to participating broker-dealers). No dealer manager fees will be paid for sales pursuant to the distribution reinvestment plan. | $30,000,000 | ||
Organizational and Offering Expense Reimbursement— Advisor or its affiliates | Reimbursement for organizational and offering expenses incurred on our behalf, up to 3.0% of the gross offering proceeds. We estimate that organization and offering expenses will be 1.75% if the maximum offering proceeds from the primary offering is raised. | $17,500,000 |
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Estimated Amount | ||||
Type of Fee and Recipient | Description and Method of Computation | Maximum Offering | ||
Operational Stage | ||||
Acquisition Fees— Advisor | 2.5% of (1) the cost of investments we acquire or (2) our allocable cost of investments acquired in a joint venture, in each case including purchase price, acquisition expenses and any debt attributable to such investments. With respect to investments in and origination of real estate-related loans, we will pay an origination fee to our advisor in lieu of an acquisition fee. | $24,562,500 (assuming no leverage is used). $49,125,000 (assuming a leverage ratio of 50%). | ||
Origination Fees— Advisor | 2.5% of the amount funded by us to acquire or originate real estate-related loans, including third party expenses related to such investments and any debt we use to fund the acquisition or origination of the real estate-related loans. We will not pay an acquisition fee with respect to such real estate-related loans. | $24,562,500 (assuming no leverage is used). $49,125,000 (assuming a leverage ratio of 50%). | ||
Asset Management Fees—Advisor | A monthly amount equal to one-twelfth of 0.6% of the sum of the aggregate cost of all assets we own and of our investments in joint ventures, including acquisition fees, origination fees, acquisition and origination expenses and any debt attributable to such investments; provided, however, that our advisor will not be paid the asset management fee until our funds from operations exceed the lesser of (1) the cumulative amount of any distributions declared and payable to our stockholders or (2) an amount that is equal to a 10.0% cumulative, non-compounded, annual return on invested capital for our stockholders. Separate and distinct from the asset management fee, we will also reimburse our advisor or its affiliates for all expenses paid or incurred on our behalf, including the salaries and benefits of persons performing services for us except for the salaries and benefits of persons who also serve as one of our executive officers or as an executive officer of our advisor. | Actual amounts depend upon the aggregate cost of our investments, and, therefore, cannot be determined at this time. | ||
Property Management and Leasing Fees—TNP Property Management, LLC | A monthly market-based fee for property management services of up to 5.0% of the gross revenues generated by our properties. Our property manager may subcontract with third party property managers and will be responsible for supervising and compensating those property managers. | Actual amounts depend upon the gross revenue of the properties and customary property management and leasing fees in the region in which properties are acquired, and, therefore, cannot be determined at this time. |
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Estimated Amount | ||||
Type of Fee and Recipient | Description and Method of Computation | Maximum Offering | ||
Operating Expenses— Advisor | We will reimburse our advisor for all expenses paid or incurred by our advisor in connection with the services provided to us, including our allocable share of the advisor’s overhead, such as rent, personnel costs, utilities and IT costs. We will not reimburse our advisor for personnel costs in connection with services for which our advisor is entitled to acquisition, origination or disposition fees. | Actual amounts are dependent upon expenses paid or incurred and, therefore, cannot be determined at the present time. | ||
Liquidity Stage | ||||
Disposition Fees— Advisor or its affiliates | If our advisor or its affiliates provides a substantial amount of services, as determined by our independent directors, in connection with the sale of real property, 50% of a customary and competitive real estate sales commission not to exceed 3.0% of the contract sales price of each property sold. With respect to a property held in a joint venture, the foregoing commission will be reduced to a percentage of such amount reflecting our economic interest in the joint venture. | Actual amounts depend upon the sale price of properties, and, therefore, cannot be determined at this time. | ||
Special Units—TNP Strategic Retail OP Holdings | TNP Strategic Retail OP Holdings, an affiliate of our advisor, was issued special units upon its initial investment in our operating partnership, and as the holder of the special units will be entitled to receive (1) 15% of specified distributions made upon the disposition of our operating partnership’s assets, and (2) a one time payment, in the form of shares of our common stock or a promissory note, in conjunction with the redemption of the special units upon the occurrence of certain liquidity events or upon the occurrence of certain events that result in a termination or non-renewal of our advisory agreement, but in each case only after the other holders of our operating partnership’s units, including us, have received (or have been deemed to have received), in the aggregate, cumulative distributions equal to their capital contributions plus a 10.0% cumulative non-compounded annual pre-tax return on their net contributions. The holder of special units will not be entitled to receive any other distributions. | Actual amounts depend on the sale price of real estate assets, and, therefore, cannot be determined at this time. |
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• | although our advisor does not currently manage other real estate programs, the directors, officers and key personnel of our advisor and our affiliated property manager must allocate their time between advising us and managing other real estate projects and business activities in which they may be involved, including two privately offered real estate programs sponsored by affiliates of our advisor, all of which have investment objectives generally similar to this offering; | |
• | the compensation payable by us to our advisor and other affiliates may not be on terms that would result from arm’s-length negotiations between unaffiliated parties, and fees such as the acquisition fees and asset management fees payable to our advisor and property management fees payable to our affiliated property manager are payable, in most cases, regardless of the quality of the assets acquired, the services provided to us or whether we make distributions to our stockholders; | |
• | although our sponsor and advisor have agreed generally to provide us with the first opportunity to acquire income-producing retail properties that meet our investment criteria for which we have sufficient uninvested funds, our sponsor and advisor will be required to make this determination in good faith and will be subject to certain conflicts of interest in recommending acquisitions on our behalf when other affiliated programs are also seeking investments; | |
• | our property manager is an affiliate of our advisor and, as a result, may benefit from our advisor’s determination to retain our assets while our stockholders may be better served by the sale or disposition of our assets; and | |
• | our dealer manager is an affiliate of ours and, as a result, you will not have the benefit of an independent due diligence review and investigation of the type normally performed by an unaffiliated, independent underwriter in connection with a securities offering. |
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Redemption Price as a | ||
Share Purchase Anniversary | Percentage of Purchase Price | |
Less than 1 year | No Redemptions Allowed | |
1 year | 92.5% | |
2 years | 95.0% | |
3 years | 97.5% | |
4 years and longer | 100.0% |
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• | a merger, tender offer or proxy contest; | |
• | the assumption of control by a holder of a large block of our securities; and | |
• | the removal of incumbent management. |
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• | public offerings of equity by us, which allow our dealer manager to earn additional dealer manager fees and our advisor to earn increased acquisition fees and asset management fees; |
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• | real property sales, since the asset management fees payable to our advisor will decrease; and | |
• | the purchase of assets from other TNP affiliates, which may allow our advisor or its affiliates to earn additional asset management fees and property management fees. |
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• | the possibility that our venture partner or co-tenant in an investment might become bankrupt; | |
• | that the venture partner or co-tenant may at any time have economic or business interests or goals which are, or which become, inconsistent with our business interests or goals; | |
• | that such venture partner or co-tenant may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives; | |
• | the possibility that we may incur liabilities as a result of an action taken by such venture partner; | |
• | that disputes between us and a venture partner may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business; | |
• | the possibility that if we have a right of first refusal or buy/sell right to buy out a co-venturer, co-owner or partner, we may be unable to finance such a buy-out if it becomes exercisable or we may be required to purchase such interest at a time when it would not otherwise be in our best interest to do so; or | |
• | the possibility that we may not be able to sell our interest in the joint venture if we desire to exit the joint venture. |
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• | part of the income and gain recognized by certain qualified employee pension trusts with respect to our common stock may be treated as unrelated business taxable income; if shares of our common stock are predominately held by qualified employee pension trusts, we are required to rely on a special look-through rule for purposes of meeting one of the REIT share ownership tests and we are not operated in a manner to avoid treatment of such income or gain as unrelated business taxable income; | |
• | part of the income and gain recognized by a tax exempt investor with respect to our common stock would constitute unrelated business taxable income if the investor incurs debt to acquire the common stock; and | |
• | part or all of the income or gain recognized with respect to our common stock by social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts and qualified group legal services plans which are exempt from federal income taxation under Sections 501(c)(7), (9), (17) or (20) of the Internal Revenue Code may be treated as unrelated business taxable income. |
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• | your investment is consistent with your fiduciary obligations under ERISA and the Internal Revenue Code; | |
• | your investment is made in accordance with the documents and instruments governing your plan or IRA, including your plan or account’s investment policy; | |
• | your investment satisfies the prudence and diversification requirements of Section 404(a)(1)(B) and 404(a)(1)(C) of ERISA and other applicable provisions of ERISAand/or the Internal Revenue Code; | |
• | your investment will not impair the liquidity of the plan or IRA; | |
• | your investment will not produce unrelated business taxable income, referred to as UBTI for the plan or IRA; | |
• | you will be able to value the assets of the plan annually in accordance with ERISA requirements and applicable provisions of the plan or IRA; and |
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• | your investment will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code. |
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• | our ability to effectively deploy the proceeds raised in this offering; | |
• | changes in economic conditions generally and the real estate and debt markets specifically; | |
• | legislative or regulatory changes (including changes to the laws governing the taxation of REITs); | |
• | the availability of capital; | |
• | interest rates; and | |
• | changes to generally accepted accounting principles. |
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Maximum Primary | ||||||||||||||||||||||||
Minimum Primary | Maximum Primary | Offering and Distribution | ||||||||||||||||||||||
Offering | Offering | Reinvestment Plan | ||||||||||||||||||||||
Amount | % | Amount | % | Amount | % | |||||||||||||||||||
Gross Offering Proceeds | $ | 2,000,000 | 100.0 | % | $ | 1,000,000,000 | 100.0 | % | $ | 1,100,000,000 | 100.0 | % | ||||||||||||
Less Offering Expenses: | ||||||||||||||||||||||||
Sales Commissions | 140,000 | 7.0 | 70,000,000 | 7.0 | 70,000,000 | 6.4 | ||||||||||||||||||
Dealer Manager Fee | 60,000 | 3.0 | 30,000,000 | 3.0 | 30,000,000 | 2.7 | ||||||||||||||||||
Organization and Offering Expenses(1) | 60,000 | 3.0 | 17,500,000 | 1.75 | 17,500,000 | 1.6 | ||||||||||||||||||
Net Proceeds(2) | $ | 1,740,000 | 87.0 | % | $ | 882,500,000 | 88.3 | % | $ | 982,500,000 | 89.3 | % | ||||||||||||
Less: | ||||||||||||||||||||||||
Acquisition and Origination Fees(3)(4) | 43,500 | 2.1 | 22,062,500 | 2.2 | 24,562,500 | 2.2 | ||||||||||||||||||
Acquisition Expenses(3)(4) | 8,700 | 0.4 | 4,412,500 | 0.4 | 4,912,500 | 0.4 | ||||||||||||||||||
Working Capital Reserve(5) | — | — | — | — | — | — | ||||||||||||||||||
Estimated Amount Available for Investments(4)(6) | $ | 1,687,800 | 84.4 | % | $ | 856,025,000 | 86.0 | % | $ | 953,025,000 | 86.7 | % | ||||||||||||
(1) | Includes all expenses (other than sales commissions and the dealer manager fee) to be paid by us in connection with the offering, including our legal, accounting, printing, mailing and filing fees, charges of our escrow agent and transfer agent, charges of our advisor for administrative services related to the issuance of shares of our common stock in the offering, reimbursing the dealer manager for amounts it may pay to reimburse thebona fidedue diligence expenses of broker-dealers, amounts to reimburse our advisor for the salaries of its employees and other costs in connection with preparing supplemental sales materials, the |
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cost of educational conferences held by us and attendance fees and cost reimbursement for employees of our affiliates to attend retail seminars conducted by broker-dealers. Our advisor has agreed to reimburse us to the extent such organization and offering expenses incurred by us exceed 3.0% of aggregate gross offering proceeds. We expect that our organization and offering expenses will represent a lower percentage of the gross offering proceeds as the amount of proceeds we raise in the offering increases. In the table above, we have assumed organization and offering expenses will constitute 3.0% of gross offering proceeds if we raise the minimum offering amount decreasing to 1.75% of gross offering proceeds if we raise the maximum offering amount. | ||
(2) | Until required in connection with the acquisition of our investments, substantially all of the net offering proceeds may be invested in short-term, highly liquid investments, including, but not limited to, government obligations, bank certificates of deposit, short-term debt obligations, interest-bearing accounts and other authorized investments as determined by our board of directors. | |
(3) | This table excludes debt proceeds. To the extent we fund property acquisitions with debt, as we expect, the amount available for investment and the amount of acquisition fees will be proportionately greater. This table also assumes that we will use all net proceeds from the sale of shares under our distribution reinvestment plan to repurchase shares under our share redemption program. To the extent we use such net proceeds to acquire real estate, our advisor would earn the related acquisition fees. In addition to the acquisition fee, we may also incur customary third-party acquisition expenses in connection with the acquisition (or attempted acquisition) of a real estate asset. | |
(4) | Amounts available for investments will include customary third party acquisition expenses that are included in the total acquisition costs of the real estate assets acquired. For real estate assets that are not acquired, these costs are expensed. Third party acquisition expenses may include legal, accounting, consulting, appraisals, engineering, due diligence, title insurance, closing costs and other expenses related to potential investments regardless of whether the asset is actually acquired. Acquisition expenses as a percentage of a real property’s contract price vary. However, in no event will total acquisition fees and acquisition expenses on a real property exceed 6.0% of the contract price of the real property. Furthermore, in no event will the total of all acquisition fees and acquisition expenses paid by us, including acquisition expenses on real properties which are not acquired, exceed 6.0% of the aggregate contract price of all real properties acquired by us. In the table above, we have assumed acquisition expenses will constitute 0.5% of net proceeds. | |
(5) | We do not anticipate establishing a general working capital reserve out of the proceeds from this offering during the initial stages of the offering. However, we may establish working capital reserves with respect to particular investments, to, for example, provide for maintenance and repairs of real estate assets, leasing commissions and major capital expenditures. Until used for such operating expenses, amounts in our working capital reserves, if any, together with any other proceeds not invested or used for other company purposes, will be invested in permitted temporary investments such as government securities. | |
(6) | Although it is anticipated that distributions will be funded from operations after we have invested in a substantial portfolio of income-producing investments, funds available for investment may also be used to fund distributions to the extent that our board of directors determines it to be appropriate, which determinations will be based, in part, upon our results of operations. We intend to invest at least 82% of the gross offering proceeds in commercial real properties and other real estate-related assets by the completion of the offering stage. At that time, we also expect that approximately 70% of our portfolio will consist of commercial real properties and that approximately 30% of our portfolio will consist of real estate-related assets. |
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• | to preserve, protect and return stockholders’ capital contributions; | |
• | to pay predictable and sustainable cash distributions to stockholders; and | |
• | to realize capital appreciation upon the ultimate sale of the investments we acquire. |
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Denver | Las Vegas | |
Los Angeles/Orange County | Austin | |
San Francisco | Dallas | |
San Diego | Houston | |
Seattle | San Antonio | |
Oakland | Phoenix | |
Portland | Scottsdale | |
Salt Lake City | Albuquerque |
Population as of | Population as of | Percent | ||||||||||||
Metropolitan Statistical Area | State | October 2008 | October 2020 | Increase | ||||||||||
Phoenix-Mesa-Scottsdale, AZ | AZ | 4,335,348 | 6,336,859 | 46.17 | % | |||||||||
Tucson, AZ | AZ | 987,623 | 1,243,028 | 25.86 | % | |||||||||
Los Angeles-Long Beach-Santa Ana, CA | CA | 12,884,699 | 13,000,662 | 0.90 | % | |||||||||
San Francisco-Oakland-Fremont, CA | CA | 4,226,125 | 4,503,726 | 6.57 | % | |||||||||
Riverside-San Bernardino-Ontario, CA | CA | 4,193,189 | 5,631,565 | 34.30 | % | |||||||||
San Diego-Carlsbad-San Marcos, CA | CA | 2,988,071 | 3,156,321 | 5.63 | % | |||||||||
Sacramento-Arden-Arcade-Roseville, CA | CA | 2,119,039 | 2,469,717 | 16.55 | % | |||||||||
San Jose-Sunnyvale-Santa Clara, CA | CA | 1,826,754 | 2,123,762 | 16.26 | % | |||||||||
Fresno, CA | CA | 912,556 | 1,084,413 | 18.83 | % | |||||||||
Bakersfield, CA | CA | 812,475 | 1,096,515 | 34.96 | % | |||||||||
Oxnard-Thousand Oaks-Ventura, CA | CA | 800,934 | 833,742 | 4.10 | % | |||||||||
Denver-Aurora, CO | CO | 2,511,098 | 3,111,857 | 23.92 | % | |||||||||
Colorado Springs, CO | CO | 618,810 | 742,852 | 20.05 | % | |||||||||
Boise City-Nampa, ID | ID | 609,726 | 894,796 | 46.75 | % | |||||||||
Albuquerque, NM | NM | 853,775 | 1,088,913 | 27.54 | % | |||||||||
Las Vegas-Paradise, NV | NV | 1,901,430 | 2,731,129 | 43.64 | % | |||||||||
Portland-Vancouver-Beaverton, OR-WA | OR-WA | 2,215,229 | 2,720,033 | 22.79 | % | |||||||||
Dallas-Fort Worth-Arlington, TX | TX | 6,305,062 | 8,379,758 | 32.91 | % | |||||||||
Houston-Sugar Land-Baytown, TX | TX | 5,767,212 | 7,565,873 | 31.19 | % | |||||||||
San Antonio, TX | TX | 2,040,356 | 2,673,894 | 31.05 | % | |||||||||
Austin-Round Rock, TX | TX | 1,658,551 | 2,441,377 | 47.20 | % | |||||||||
Salt Lake City, UT | UT | 1,121,552 | 1,406,346 | 25.39 | % | |||||||||
Ogden-Clearfield, UT | UT | 530,672 | 694,990 | 30.96 | % | |||||||||
Provo-Orem, UT | UT | 510,807 | 752,813 | 47.38 | % | |||||||||
Seattle-Tacoma-Bellevue, WA | WA | 3,357,986 | 3,968,915 | 18.19 | % | |||||||||
Total | 66,089,079 | 80,653,856 | 22.04 | % |
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• | the property’s location and tenants; | |
• | the physical location of the property in relation to population centers, density and accessibility; | |
• | construction quality and condition of the property; | |
• | potential for capital appreciation; |
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• | historical financial performance of the property; | |
• | rental rates and occupancy levels for the property; | |
• | potential competitors in the area; and | |
• | treatment under applicable federal, state and local tax and other laws and regulations. |
• | a majority of our directors, including a majority of the independent directors, not otherwise interested in the transaction approve the transaction as being fair and reasonable to us; and | |
• | the investment by us and such affiliate are on terms and conditions that are substantially the same as those received by the other joint venturers in such joint venture. |
• | Our ability to manage and control the joint venture—we will consider whether we should obtain certain approval rights in joint ventures we do not control and for proposed joint ventures in which we are to share control with another entity, we will consider the procedures to address decisions in the event of an impasse. |
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• | Our ability to exit the joint venture—we will consider requiring buy/sell rights, redemption rights or forced liquidation rights. | |
• | Our ability to control transfers of interests held by other partners to the venture—we will consider requiring consent provisions, a right of first refusal and forced redemption rights in connection with transfers. |
• | plans and specifications; | |
• | environmental reports; | |
• | surveys; | |
• | evidence of marketable title subject to such liens and encumbrances as are acceptable to our advisor; | |
• | audited financial statements covering recent operations of real properties having operating histories unless such statements are not required to be filed with the SEC and delivered to stockholders; and | |
• | title and liability insurance policies. |
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• | positioning the overall portfolio to achieve an optimal mix of real property and real estate-related loans; | |
• | diversification benefits relative to the rest of the real estate-related loans within our portfolio; | |
• | quality and sustainability of underlying property cash flows; | |
• | broad assessment of macro economic data and regional property level supply and demand dynamics; | |
• | potential for delivering high current income and attractive risk-adjusted total returns; and | |
• | additional factors considered important to meeting our investment objectives. |
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• | the prevailing economic, real estate and securities market conditions; | |
• | the extent to which the investment has realized its expected total return; | |
• | portfolio rebalancing and optimization; | |
• | diversification benefits; | |
• | opportunity to pursue a more attractive investment in real property or in a real estate-related asset; | |
• | liquidity benefits with respect to sufficient funds for the share redemption program; and | |
• | other factors that, in the judgment of the advisor, determine that the sale of the investment is in our best interests. |
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• | invest in commodities or commodity futures contracts, except for futures contracts when used solely for the purpose of hedging in connection with our ordinary business of investing in real property and real estate-related loans; | |
• | invest in real estate contracts of sale, otherwise known as land sale contracts, unless the contract is in recordable form and is appropriately recorded in the chain of title; | |
• | make or invest in individual mortgage loans unless an appraisal is obtained concerning the underlying property, except for those mortgage loans insured or guaranteed by a government or government agency. In cases where a majority of our independent directors determines and in all cases in which the transaction is with any of our directors or our advisor and its affiliates, such appraisal shall be obtained from an independent appraiser. We will maintain such appraisal in our records for at least five years and it will be available for our stockholders’ inspection and duplication. We will also obtain a mortgagee’s or owner’s title insurance policy as to the priority of the mortgage; | |
• | make or invest in mortgage loans that are subordinate to any lien or other indebtedness of any of our directors, our advisor or its affiliates; | |
• | invest in equity interests of another issuer unless a majority of the directors (including a majority of independent directors) not otherwise interested in the transaction approves such investment as being fair, competitive and commercially reasonable; | |
• | make or invest in mortgage loans, including construction loans, on any one real property if the aggregate amount of all mortgage loans on such real property would exceed an amount equal to 85% of the appraised value of such real property as determined by appraisal, unless substantial justification exists because of the presence of other underwriting criteria; | |
• | make investments in unimproved real property mortgage loans on unimproved real property in excess of 10.0% of our total assets; | |
• | issue equity securities redeemable solely at the option of the holder (this limitation, however, does not limit or prohibit the operation of our share redemption program); | |
• | issue debt securities in the absence of adequate cash flow to cover debt service; | |
• | issue options or warrants to purchase shares to our advisor, any of our directors or any of their respective affiliates except on the same terms as the options or warrants are sold to the general public, if at all, and unless the amount of the options or warrants does not exceed an amount equal to 10% of our outstanding shares on the date of grant of the warrants and options; | |
• | issue shares on a deferred payment basis or under similar arrangement; | |
• | engage in trading, except for the purpose of short-term investments; | |
• | engage in underwriting or the agency distribution of securities issued by others; | |
• | invest in the securities of any entity holding investments or engaging in activities prohibited by our charter; or | |
• | make any investment that our board of directors believes will be inconsistent with our objectives of qualifying and remaining qualified as a REIT unless and until our board of directors determines, in its sole discretion, that REIT qualification is not in our best interests. |
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• | it neither is, nor holds itself out as being, engaged primarily, nor proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or | |
• | it neither is engaged nor proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and does not own or propose to acquire “investment securities” having a value exceeding 40% of the value of its total assets on an unconsolidated basis, or the 40% test. “Investment securities” excludes U.S. government securities and securities of majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act. |
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• | approving and overseeing our overall investment strategy, which will consist of elements such as investment selection criteria, diversification strategies and asset disposition strategies; | |
• | approving any investment for a purchase price, total project cost or sales price greater thanan amount equal to 10% of the value of our net assets, including the financing of such investments. The board of directors has delegated to the investment committee the authority to review and approve any acquisition, development and disposition for a purchase price, total project cost or sales price of up to an amount equal to 10% of the value of our net assets; | |
• | approving and overseeing our debt financing strategies; | |
• | approving and monitoring the relationship between our operating partnership and our advisor; | |
• | approving joint ventures, limited partnerships and other such relationships with third parties; | |
• | approving a potential liquidity event; |
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• | determining our distribution policy and authorizing distributions from time to time; and | |
• | approving amounts available for redemptions of shares of our common stock. |
• | the quality and extent of the services and advice furnished by our advisor; | |
• | the amount of fees paid to our advisor in relation to the size, composition and performance of our investments; | |
• | the success of our advisor in generating investment opportunities that meet our investment objectives; | |
• | rates charged to other externally advised REITs and similar investors by advisors performing similar services; | |
• | additional revenues realized by our advisor and its affiliates through their relationships with us, whether we pay them or they are paid by others with whom we do business; | |
• | the performance of our investments, including income, conservation or appreciation of capital, frequency of problem investments and competence in dealing with distress situations; and | |
• | the quality of our investments relative to the investments generated by our advisor for its own account. |
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Name | Age | Position | ||||
Anthony W. Thompson | 62 | Chairman of the Board and Chief Executive Officer | ||||
Jack R. Maurer | 65 | Vice Chairman of the Board and President | ||||
Wendy J. Worcester | 46 | Chief Financial Officer, Treasurer and Secretary | ||||
Arthur M. Friedman | 73 | Independent Director | ||||
Jeffrey S. Rogers | 40 | Independent Director | ||||
Robert N. Ruth | 49 | Independent Director |
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• | an act or omission of the director or officer was material to the cause of action adjudicated in the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; | |
• | the director or officer actually received an improper personal benefit in money, property or services; or |
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• | with respect to any criminal proceeding, the director or officer had reasonable cause to believe his act or omission was unlawful. |
• | our directors and our advisor or its affiliates have determined, in good faith, that the course of conduct that caused the loss or liability was in our best interests; | |
• | our directors and our advisor or its affiliates were acting on our behalf or performing services for us; | |
• | in the case of affiliated directors and our advisor or its affiliates, the liability or loss was not the result of negligence or misconduct; | |
• | in the case of our independent directors, the liability or loss was not the result of gross negligence or willful misconduct; and | |
• | the indemnification or agreement to hold harmless is recoverable only out of our net assets and not from our stockholders. |
• | there has been a successful adjudication on the merits of each count involving alleged securities law violations; | |
• | such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction; or | |
• | 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 SEC and of the published position of any state securities regulatory authority in which the securities were offered as to indemnification for violations of securities laws. |
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• | the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of us; | |
• | the party seeking indemnification has provided us with written affirmation of his good faith belief that he has met the standard of conduct necessary for indemnification; | |
• | the legal action is initiated by a third party who is not a stockholder or the legal action is initiated by a stockholder acting in his capacity as such and a court of competent jurisdiction specifically approves such advancement; and | |
• | the party seeking indemnification undertakes to repay the advanced funds to us, together with the applicable legal rate of interest thereon, in cases in which he is found not to be entitled to indemnification. |
• | participate in formulating an investment strategy and asset allocation framework consistent with achieving our investment objectives; | |
• | research, identify, review and recommend to our board of directors for approval investments in real properties and other real estate-related assets and dispositions consistent with our investment policies and objectives; | |
• | structure the terms and conditions of transactions pursuant to which acquisitions and dispositions of investments will be made; | |
• | actively oversee and manage our portfolio of our real properties and other real estate-related assets for purposes of meeting our investment objectives; | |
• | manage our day-to-day affairs, including financial accounting and reporting, investor relations, marketing, informational systems and other administrative services on our behalf; | |
• | select joint venture partners, structure corresponding agreements and oversee and monitor these relationships; | |
• | arrange for financing and refinancing of our investments; and | |
• | recommend various liquidity events to our board of directors when appropriate. |
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Name | Position | |
Anthony W. Thompson | Chief Executive Officer | |
Jack R. Maurer | President | |
Wendy J. Worcester | Chief Financial Officer, Treasurer and Secretary |
• | immediately by us for “cause,” or upon the bankruptcy of our advisor; | |
• | without cause by a majority of our independent directors upon 60 days’ written notice; or | |
• | with “good reason” by our advisor upon 60 days’ written notice. |
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Name | Position | |
Anthony W. Thompson | Chief Executive Officer | |
Jack R. Maurer | Chief Financial Officer | |
Wendy J. Worcester | Co-Chief Compliance Officer | |
Michael N. Loukas | Co-Chief Compliance Officer |
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Estimated Amount | ||||
Type of Fee and Recipient | Description and Method of Computation | Maximum Offering | ||
Organizational and Offering Stage | ||||
Sales Commission(1)—Dealer Manager | 7.0% of gross offering proceeds from the sale of shares in the primary offering (all or a portion of which may be reallowed to participating broker-dealers). No sales commissions will be paid for sales pursuant to the distribution reinvestment plan. | $70,000,000 | ||
Dealer Manager Fee(1)—Dealer Manager | 3.0% of gross offering proceeds from the sale of shares in the primary offering (a portion of which may be reallowed to participating broker-dealers). No dealer manager fees will be paid for sales pursuant to the distribution reinvestment plan. | $30,000,000 | ||
Organizational and Offering Expense Reimbursement(2)—Advisor and Dealer Manager | Reimbursement for organizational and offering expenses incurred on our behalf, but only to the extent that the reimbursement would not cause the organizational and offering expenses borne by us to exceed 3.0% of the gross offering proceeds. We expect that organizational and offering expenses will represent a lower percentage of gross offering proceeds as the amount of proceeds increases. Based on our current estimates, we estimate that these expenses will represent 1.75% of gross offering proceeds, or $17,500,000, if we raise the maximum offering. | $17,500,000 | ||
Operational Stage | ||||
Acquisition Fees(3)—Advisor | 2.5% of (1) the cost of investments we acquire or (2) our allocable cost of investments acquired in a joint venture, in each case including purchase price, acquisition expenses and any debt attributable to such investments. With respect to investments in and origination of real estate-related loans, we will pay an origination fee to our advisor in lieu of an acquisition fee. | $24,562,500 (assuming no leverage is used). $49,125,000 (assuming a leverage ratio of 50%). | ||
Origination Fees(3)—Advisor | 2.5% of the amount funded by us to acquire or originate real estate-related loans, including third party expenses related to such investments and any debt we use to fund the acquisition or origination of the loan. We will not pay an acquisition fee with respect to such real estate-related loans. | $24,562,500 (assuming no leverage is used). $49,125,000 (assuming a leverage ratio of 50%). |
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Estimated Amount | ||||
Type of Fee and Recipient | Description and Method of Computation | Maximum Offering | ||
Asset Management Fees(4)—Advisor | A monthly amount equal to one-twelfth of 0.6% of the sum of the aggregate cost of all assets we own and of our investments in joint ventures, including acquisition fees, origination fees, acquisition and origination expenses and any debt attributable to such investments; provided, however, that our advisor will not be paid the asset management fee until our funds from operations exceed the lesser of (1) the cumulative amount of any distributions declared and payable to our stockholders or (2) an amount that is equal to a 10.0% cumulative, non-compounded, annual return on invested capital for our stockholders. Separate and distinct from the asset management fee, we will also reimburse our advisor or its affiliates for all expenses paid or incurred on our behalf, including the salaries and benefits of persons performing services for us except for the salaries and benefits of persons who also serve as one of our executive officers or as an executive officer of our advisor. | Actual amounts depend upon the cost of our real estate investments and therefore, cannot be determined at this time. | ||
Property Management and Leasing Fees—TNP Property Management, LLC | A monthly market-based fee for property management services of up to 5.0% of the gross revenues generated by our properties. Our property manager may subcontract with third party property managers and will be responsible for supervising and compensating those property managers. | Actual amounts depend upon the gross revenue of the properties and customary property management and leasing fees in the region in which properties are acquired and the property types acquired and, therefore, cannot be determined at this time. | ||
Operating Expenses— Advisor(4) | We will reimburse our advisor for all expenses paid or incurred by our advisor in connection with the services provided to us, including our allocable share of the advisor’s overhead, such as rent, personnel costs, utilities and IT costs. We will not reimburse our advisor for personnel costs in connection with services for which our advisor is entitled to acquisition, origination or disposition fees. | Actual amounts are dependent upon expenses paid or incurred and, therefore, cannot be determined at the present time. | ||
Liquidity Stage | ||||
Disposition Fees(5)—Advisor or its affiliates | If our advisor or its affiliates provides a substantial amount of services, as determined by our independent directors, in connection with the sale of a real property, 50% of a customary and competitive real estate commission not to exceed 3.0% of the contract sales price of each property or other investment sold. With respect to a property held in a joint venture, the foregoing commission will be reduced to a percentage of such amount reflecting our economic interest in the joint venture. | Actual amounts depend upon the sale price of the investments and, therefore, cannot be determined at this time. |
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Estimated Amount | ||||
Type of Fee and Recipient | Description and Method of Computation | Maximum Offering | ||
Subordinated Participation Interest—TNP Strategic Retail OP Holdings(6)(7) | TNP Strategic Retail OP Holdings, an affiliate of our advisor, is the holder of the special units in our operating partnership. So long as the special units remain outstanding, the holder of special units will receive 15.0% of the net sales proceeds received by our operating partnership on dispositions of its assets after the other holders of common units, including us, have received, in the aggregate, a return of their net capital contributions plus a 10.0% cumulative non-compounded annual return. | Actual amounts depend upon future liquidity events and, therefore cannot be determined at this time. | ||
Subordinated Distribution Upon Listing or Termination Event—TNP Strategic Retail OP Holdings(6)(7) | The special units will be redeemed by our operating partnership, resulting in a one-time payment in the form of shares of our common stock or a promissory note to TNP Strategic Retail OP Holdings, the holder of the special units upon the earliest to occur of the following events: | |||
(1) The listing of our common stock on a national securities exchange, which we refer to as a “listing liquidity event.” | ||||
(2) The termination or non-renewal of the advisory agreement, which we refer to as an “advisory agreement termination event,” (a) for “cause,” as defined in the advisory agreement, (b) in connection with a merger, sale of assets or transaction involving us pursuant to which a majority of our directors then in office are replaced or removed, (c) by our advisor for “good reason,” as defined in the advisory agreement, or (d) by us or our operating partnership other than for “cause.” | ||||
Upon a listing liquidity event, a one-time payment to the holder of the special units will be the amount that would have been distributed with respect to the special units, calculated as described above under “Subordinated Participation Interest—TNP Strategic Retail OP Holdings,” if our operating partnership had distributed to the holders of common units upon liquidation an amount equal to (i) in the event of a listing on a national securities exchange only, the market value of the listed shares based upon the average closing price or, if the average closing price is not available, the average of bid and ask prices, for the 60 day period beginning 120 days after such listing liquidity event or (ii) in the event of an underwritten public offering, the value of the shares based upon the initial public offering price in such offering. | ||||
Upon an advisory agreement termination event for “cause,” the one-time cash payment to the holder of special units will be $1. |
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Estimated Amount | ||||
Type of Fee and Recipient | Description and Method of Computation | Maximum Offering | ||
Upon an advisory agreement termination event (other than for “cause,” as defined in the advisory agreement), the one-time payment to the holder of the special units will be the amount that would have been distributed with respect to the special units as described above under “Subordinated Participation Interest—TNP Strategic Retail OP Holdings,” if our operating partnership sold all of its assets for their then fair market values (as determined by appraisal, except for cash and those assets that can be readily marked to market), paid all of its liabilities and distributed any remaining amount to the holders of common units. |
(1) | The sales commission and dealer manager fee may be reduced or waived in connection with certain categories of sales, such as sales for which a volume discount applies, sales through investment advisors or banks acting as trustees or fiduciaries, sales to our affiliates and sales under our distribution reinvestment plan. | |
(2) | Organization and offering expenses include all expenses (other than sales commission and the dealer manager fee) to be paid by us in connection with the offering, including our legal, accounting, printing, mailing and filing fees, charges of our escrow holder and transfer agent, charges of our advisor for administrative services related to the issuance of shares in the offering, reimbursement ofbona fide due diligence expenses of broker-dealers, reimbursement of our advisor for costs in connection with preparing supplemental sales materials, the cost of bona fide training and education meetings held by us (primarily the travel, meal and lodging costs of registered representatives of broker-dealers), attendance and sponsorship fees and cost reimbursement for employees of our affiliates to attend retail seminars conducted by broker-dealers and, in special cases, reimbursement to participating broker-dealers for technology costs associated with the offering, costs and expenses related to such technology costs, and costs and expenses associated with facilitation of the marketing of our shares of common stock and the ownership of our shares of common stock by such broker-dealer’s customers. Any such reimbursement will not exceed actual expenses incurred by our advisor. Our advisor will be responsible for the payment of our cumulative organization and offering expenses to the extent they exceed 3.0% of the aggregate gross proceeds from the sale of shares of our common stock sold in the primary offering on a best efforts basis without recourse against or reimbursement by us. | |
(3) | In addition to acquisition and origination fees, we will reimburse our advisor for amounts it pays to third parties in connection with the selection, acquisition or development of a property or acquisition or origination of real estate-related loans, whether or not we ultimately acquire the property or originate the real estate-related loans. Our charter limits our ability to pay acquisition fees if the total of all acquisition fees and expenses relating to the purchase would exceed 6.0% of the contract purchase price. Under our charter, a majority of our board of directors, including a majority of the independent directors, would have to approve any acquisition fees (or portion thereof) which would cause the total of all acquisition fees and expenses relating to a real estate asset acquisition to exceed 6.0% of the contract purchase price. | |
(4) | Our advisor must reimburse us at least annually for reimbursements paid to our advisor in any year to the extent that such reimbursements to our advisor cause our total operating expenses to exceed the greater of (1) 2% of our average invested assets, or (2) 25% of our net income, unless the independent directors have determined that such excess expenses were justified based on unusual and non-recurring factors. “Average invested assets” means the average monthly book value of our assets invested directly or indirectly in equity interests and loans secured by real estate during the12-month period before deducting depreciation, bad debts or other non-cash reserves. “Total operating expenses” means all expenses paid or incurred by us, as determined under generally accepted accounting principles in the United States, or GAAP, that are in any way related to our operation, including asset management fees, but excluding (1) the expenses of |
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raising capital such as organization and offering expenses, legal, audit, accounting, underwriting, brokerage, registration and other fees, printing and other such expenses and taxes incurred in connection with the issuance, distribution, transfer and registration of shares of our common stock; (2) interest payments; (3) taxes; (4) non-cash expenditures such as depreciation, amortization and bad debt reserves; (5) reasonable incentive fees based on the gain in the sale of our assets; and (6) acquisition fees, acquisition expenses (including expenses relating to potential acquisitions that we do not close), real estate commissions on the resale of real property and other expenses connected with the acquisition, disposition, management and ownership of investments (including the costs of foreclosure, insurance premiums, legal services, maintenance, repair and improvement of real property). | ||
(5) | Although we are most likely to pay disposition fees to our advisor or one of its affiliates in our liquidity stage, these fees may also be earned during our operational stage. | |
(6) | Except as described in the Management Compensation Table, TNP Strategic Retail OP Holdings shall not be entitled to receive any redemption or other payment from us or our operating partnership, including any participation in the monthly distributions we intend to make to our stockholders. | |
(7) | TNP Strategic Retail OP Holdings cannot earn both the subordinated participation in net sale proceeds and the subordinated distribution upon listing of our common stock on a national securities exchange or the termination or non-renewal of the advisory agreement. |
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• | the continuation, renewal or enforcement of our agreements with our advisor and its affiliates, including the advisory agreement and the property management agreement, and the agreement with our dealer manager; | |
• | transactions with affiliates, including our directors and officers; | |
• | awards under our long-term incentive plan; and | |
• | pursuit of a potential liquidity event. |
• | the quality and extent of the services and advice furnished by our advisor; | |
• | the amount of fees paid to our advisor in relation to the size, composition and performance of our investments; | |
• | the success of our advisor in generating investment opportunities that meet our investment objectives; | |
• | rates charged to other externally advised REITs and similar investors by advisors performing similar services; | |
• | additional revenues realized by our advisor and its affiliates through their relationship with us, whether we pay them or they are paid by others with whom we do business; | |
• | the performance of our investments, including income, conservation and appreciation of capital, frequency of problem investments and competence in dealing with distress situations; and | |
• | the quality of our investments relative to the investments generated by our advisor for its own account. |
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Name of Program | Type of Program | Launch Year | Program Status | |||||
Bruin Fund, L.P. | Private Fund | 2008 | Operating | |||||
TNP Vulture Fund VIII, LLC | Private Fund | 2008 | Operating |
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Properties Purchased | ||||
(as a Percentage of | ||||
Location | Aggregate Purchase Price) | |||
United States | 100 | % | ||
Pacific Coast | — | |||
West | 65 | % | ||
Plains States | — | |||
South Central | 33 | % | ||
Southeast | 2 | |||
Northeast | — |
New | Existing | Construction | ||||||||||
Commercial: | ||||||||||||
Office Buildings | — | 88 | % | — | ||||||||
Industrial Buildings | — | — | — | |||||||||
Shopping Centers | — | — | — | |||||||||
Other | — | 8 | % | — | ||||||||
Residential: | ||||||||||||
Apartments | — | — | — | |||||||||
Hotels | — | — | — | |||||||||
Homebuilding | — | — | — | |||||||||
Land Development | — | — | — | |||||||||
Resort Residential | — | — | 2 | |||||||||
Other | — | 2 | % | — | ||||||||
Total | — | 98 | % | 2 | % |
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Location | Number of Properties | |||
Dallas, Texas | 2 | |||
Las Vegas, Nevada | 2 | |||
Park City, Utah | 1 | |||
Duncan, South Carolina | 1 |
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No. of | ||||
Property Type | Properties | |||
Office | 97 | |||
Apartments | 22 | |||
Retail | 1 | |||
Industrial | 1 | |||
Land | 1 | |||
Total | 122 | |||
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No. of | ||||
Property Type | Properties | |||
Location | ||||
Arizona | 4 | |||
Arkansas | 1 | |||
California | 20 | |||
Colorado | 6 | |||
Florida | 11 | |||
Georgia | 8 | |||
Illinois | 1 | |||
Indiana | 1 | |||
Maryland | 1 | |||
Minnesota | 2 | |||
Missouri | 3 | |||
Nebraska | 2 | |||
Nevada | 4 | |||
New Jersey | 2 | |||
North Carolina | 8 | |||
Ohio | 3 | |||
Oregon | 2 | |||
Pennsylvania | 3 | |||
South Carolina | 2 | |||
Tennessee | 3 | |||
Texas | 31 | |||
Utah | 1 | |||
Virginia | 2 | |||
Wisconsin | 1 | |||
Total | 122 | |||
No. of | ||||
Method of Financing | Properties | |||
All debt | 0 | |||
All cash | 7 | |||
Combination of cash and debt | 115 | |||
Total | 122 | |||
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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Buildings and improvements | 5-40 years | |||
Exterior Improvements | 10-20 years | |||
Equipment and fixtures | 5-10 years |
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• | current cash balances; | |
• | public offerings; | |
• | various forms of secured financing; | |
• | borrowings under master repurchase agreements; | |
• | equity capital from joint venture partners; | |
• | proceeds from our operating partnership’s private placements; | |
• | proceeds from our distribution reinvestment plan; and | |
• | cash from operations. |
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• | expenses relating to the formation and continuity of our existence; | |
• | expenses relating to our public offering and registration of securities; | |
• | expenses associated with the preparation and filing of any periodic reports by us under federal, state or local laws or regulations; | |
• | expenses associated with compliance by us with applicable laws, rules and regulations; and |
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• | our other operating or administrative costs incurred in the ordinary course of our business on behalf of our operating partnership. |
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Number of Shares | Percent of | |||||||
Name of Beneficial Owner(1) | Beneficially Owned | All Shares | ||||||
Thompson National Properties, LLC(2) | 22,222 | 100 | % | |||||
Anthony W. Thompson(2) | 22,222 | 100 | % | |||||
Jack R. Mauer | — | — | ||||||
Wendy J. Worcester | — | — | ||||||
Arthur M. Friedman | — | — | ||||||
Jeffrey S. Rogers | — | — | ||||||
Robert N. Ruth | — | — | ||||||
All directors and executive officers as a group | 22,222 | 100 | % |
(1) | Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to dispose of or to direct the disposition of such security. A person also is deemed to be a beneficial owner of any securities which that person has a right to acquire within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which he or she has no economic or pecuniary interest. | |
(2) | As of the date of this prospectus, Thompson National Properties, LLC owns all of our issued and outstanding stock. Mr. Thompson is the managing member of Thompson National Properties, LLC. |
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Redemption Price as a | ||
Share Purchase Anniversary | Percentage of Purchase Price | |
Less than 1 year | No Redemptions Allowed | |
1 year | 92.5% | |
2 years | 95.0% | |
3 years | 97.5% | |
4 years and longer | 100.0% |
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• | the special committee receives an opinion from a qualified investment banking firm, separate and distinct from the firm jointly retained by us and our advisor to provide a valuation analysis, concluding that the consideration to be paid to acquire our advisor is fair to our stockholders from a financial point of view; | |
• | our board of directors determines that such business combination is advisable and in our best interests and in the best interests of our stockholders; and | |
• | such business combination is approved by our stockholders entitled to vote thereon in accordance with our charter and bylaws. |
• | one-tenth or more but less than one-third; | |
• | one-third or more but less than a majority; or | |
• | a majority or more of all voting power. |
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• | a classified board of directors; | |
• | a two-thirds vote requirement for removing a director; | |
• | a requirement that the number of directors be fixed only by vote of the directors; | |
• | a requirement that vacancies on the board of directors be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred; and | |
• | a majority requirement for the calling of a special meeting of stockholders. |
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• | a transaction involving our securities that have been listed on a national securities exchange for at least 12 months; or | |
• | a transaction involving our conversion into corporate or association form if, as a consequence of the transaction, there will be no significant adverse change in any of the following: our common stockholder voting rights; the term of our existence; compensation to our advisor or its affiliates; or our investment objectives. |
• | accepting the securities of theroll-up entity offered in the proposedroll-up transaction; or | |
• | one of the following: |
• | remaining as stockholders and preserving their interests on the same terms and conditions as existed previously; or | |
• | receiving cash in an amount equal to the stockholders’ pro rata share of the appraised value of our net assets. |
• | that would result in our common stockholders having voting rights in aroll-up entity that are less than those provided in our bylaws and described elsewhere in this prospectus including rights with respect to the election and removal of directors, annual and special meetings, amendment of our declaration of trust and our dissolution; | |
• | that includes provisions that would operate to materially impede or frustrate the accumulation of shares by any purchaser of the securities of theroll-up entity, except to the minimum extent necessary to preserve the tax status of theroll-up entity, or which would limit the ability of an investor to exercise voting rights of its securities of theroll-up entity on the basis of the number of shares held by that investor; | |
• | in which investors’ right to access of records of theroll-up entity will be less than those provided in the section of this prospectus entitled “Description of Capital Stock;” or | |
• | in which any of the costs of theroll-up transaction would be borne by us if theroll-up transaction is rejected by our common stockholders. |
• | financial statements that are prepared in accordance with GAAP and are audited by our independent registered public accounting firm; |
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• | the ratio of the costs of raising capital during the year to the capital raised; | |
• | the aggregate amount of asset management fees and the aggregate amount of other fees paid to our advisor and any affiliate of our advisor by us or third parties doing business with us during the year; | |
• | our total operating expenses for the year, stated as a percentage of our average invested assets and as a percentage of our net income; | |
• | a report from the independent directors that our policies are in the best interests of our stockholders and the basis for such determination; and | |
• | separately stated, full disclosure of all material terms, factors and circumstances surrounding any and all transactions involving us and our advisor, a director or any affiliate thereof during the year; and the independent directors are specifically charged with a duty to examine and comment in the report on the fairness of the transactions. |
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• | we will be taxed at regular corporate rates on our undistributed REIT taxable income, including undistributed net capital gains; | |
• | under some circumstances, we may be subject to “alternative minimum tax”; | |
• | if we have net income from prohibited transactions (which are, in general, sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of a trade or business), the income will be subject to a 100% tax; | |
• | if we elect to treat property that we acquire in connection with a foreclosure of a mortgage loan or certain leasehold terminations as “foreclosure property,” we may avoid the 100% tax on gain from a resale of that property (if the sale would otherwise constitute a prohibited transaction), but the income from the sale or operation of the property may be subject to corporate income tax at the highest applicable rate (currently 35%); | |
• | pursuant to provisions in recently enacted legislation, if we should fail to satisfy the asset or other requirements applicable to REITs, as described below, yet nonetheless maintain our qualification as a REIT because there is reasonable cause for the failure and other applicable requirements are met, we may be subject to an excise tax. In that case, the amount of the tax will be at least $50,000 per failure, and, in the case of certain asset test failures, will be determined as the amount of net income generated by the assets in question multiplied by the highest corporate tax rate (currently 35%) if that amount exceeds $50,000 per failure; | |
• | if we fail to satisfy either the 75% or 95% Income Test (defined below) but have nonetheless maintained our qualification as a REIT because certain conditions have been met, we will be subject to a 100% tax on an amount based on the magnitude of the failure adjusted to reflect the profit margin associated with our gross income; | |
• | if we fail to distribute during each year at least the sum of (1) 85% of our REIT ordinary income for the year, (2) 95% of our REIT capital gain net income for such year and (3) any undistributed taxable income from prior periods, we will be subject to a 4% excise tax on the excess of the required distribution over the sum of (a) the amounts actually distributed plus (b) retained amounts on which corporate level tax is paid by us; |
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• | we may elect to retain and pay tax on our net long-term capital gain. In that case, a United States stockholder would be taxed on its proportionate share of our undistributed long-term capital gain and would receive a credit or refund for its proportionate share of the tax we paid; |
• | if we fail certain of the REIT asset tests and do not qualify for “de minimis” relief, we may be required to pay a corporate level tax on the income generated by the assets that caused us to violate the asset test; |
• | if we acquire appreciated assets from a C corporation (such as a corporation generally subject to corporate level tax) in a transaction in which the C corporation would not normally be required to recognize any gain or loss on disposition of the asset and we subsequently recognize gain on the disposition of the asset during the ten-year period beginning on the date on which we acquired the asset, then a portion of the gain may be subject to tax at the highest regular corporate rate, unless the C corporation made an election to treat the asset as if it were sold for its fair market value at the time of our acquisition; and | |
• | income earned by any of our taxable REIT subsidiaries will be subject to tax at regular corporate rates. |
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• | At least 75% of our gross income, excluding gross income from prohibited transactions, for each taxable year must be derived directly or indirectly from investments relating to real property or mortgages on real property and from other specified sources, including qualified temporary investment income, as described below. Gross income includes “rents from real property” and, in some circumstances, interest, but excludes gross income from dispositions of property held primarily for sale to customers in the ordinary course of a trade or business. These dispositions are referred to as “prohibited transactions.” This test is the 75% Income Test. | |
• | At least 95% of our gross income, excluding gross income from prohibited transactions, for each taxable year must be derived from the real property investments described above and generally from distributions and interest and gains from the sale or disposition of shares of our common stock or securities or from any combination of the foregoing. This test is the 95% Income Test. |
• | the amount of rent received from a customer must not be based in whole or in part on the income or profits of any person; however, an amount received or accrued generally will not be excluded from the term “rents from real property” solely by reason of being based on a fixed percentage or percentages of gross receipts or sales; | |
• | in general, neither we nor an owner of 10% or more of the shares of our common stock may directly or constructively own 10% or more of a customer, which we refer to as a “Related Party Customer,” or a subtenant of the customer (in which case only rent attributable to the subtenant is disqualified); |
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• | rent attributable to personal property leased in connection with a lease of real property cannot be greater than 15% of the total rent received under the lease, as determined based on the average of the fair market values as of the beginning and end of the taxable year; and | |
• | we normally must not operate or manage the property or furnish or render services to customers, other than through an “independent contractor” who is adequately compensated and from whom we do not derive any income or through a “taxable REIT subsidiary.” However, a REIT may provide services with respect to its properties, and the income derived therefrom will qualify as “rents from real property,” if the services are “usually or customarily rendered” in connection with the rental of space only and are not otherwise considered “rendered to the occupant” primarily for its convenience. Even if the services provided by us with respect to a property are impermissible customer services, the income derived therefrom will qualify as “rents from real property” if such income does not exceed one percent of all amounts received or accrued with respect to that property. |
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• | our failure to meet these tests was due to reasonable cause and not due to willful neglect; | |
• | we attach a schedule of our income sources to our federal income tax return; and | |
• | any incorrect information on the schedule is not due to fraud with intent to evade tax. |
• | First, at least 75% of the value of our total assets must be represented by real estate assets, cash, cash items and government securities. The term “real estate assets” includes real property, mortgages on real property, shares of common stock in other qualified REITs, property attributable to the temporary investment of new capital as described above and a proportionate share of any real estate assets owned by a partnership in which we are a partner or of any qualified REIT subsidiary of ours. |
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• | Second, no more than 25% of our total assets may be represented by securities other than those in the 75% asset class. | |
• | Third, of the investments included in the 25% asset class, the value of any one issuer’s securities that we own may not exceed 5% of the value of our total assets. Additionally, we may not own more than 10% of the voting power or value of any one issuer’s outstanding securities, which we refer to as the “10% Asset Test.” The 10% Asset Test does not apply to securities of a taxable REIT subsidiary, nor does it apply to certain “straight debt” instruments possessing certain characteristics. The term “securities” also does not include the equity or debt securities of a qualified REIT subsidiary of ours or an equity interest in any entity treated as a partnership for federal tax purposes. | |
• | Fourth, no more than 25% of the value of our total assets may consist of the securities of one or more taxable REIT subsidiaries. Subject to certain exceptions, a taxable REIT subsidiary is any corporation, other than a REIT, in which we directly or indirectly own stock and with respect to which a joint election has been made by us and the corporation to treat the corporation as a taxable REIT subsidiary of ours and also includes any corporation, other than a REIT, in which a taxable REIT subsidiary of ours owns, directly or indirectly, more than 35% of the voting power or value. |
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• | 85% of our ordinary income for that year; | |
• | 95% of our capital gain net income other than the capital gain net income which we elect to retain and pay tax on for that year; and | |
• | any undistributed taxable income from prior periods; |
• | we would be required to pay the federal income tax on these gains; | |
• | taxable U.S. stockholders, while required to include their proportionate share of the undistributed long-term capital gains in income, would receive a credit or refund for their share of the tax paid by the REIT; and | |
• | the basis of the stockholder’s shares of common stock would be increased by the difference between the designated amount included in the stockholder’s long-term capital gains and the tax deemed paid with respect to such shares of common stock. |
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• | a citizen or resident of the United States; | |
• | a corporation, partnership or other entity treated as a corporation or partnership for U.S. federal income tax purposes created or organized in or under the laws of the United States or of any political subdivision thereof; | |
• | an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or | |
• | a trust, if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust. |
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• | fails to furnish its taxpayer identification number (which, for an individual, would be his Social Security number); | |
• | furnishes an incorrect taxpayer identification number; | |
• | is notified by the Internal Revenue Service that the stockholder has failed properly to report payments of interest or distributions and is subject to backup withholding; or | |
• | under some circumstances, fails to certify, under penalties of perjury, that it has furnished a correct taxpayer identification number and has not been notified by the Internal Revenue Service that the stockholder is subject to backup withholding for failure to report interest and distribution payments or has been notified by the Internal Revenue Service that the stockholder is no longer subject to backup withholding for failure to report those payments. |
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• | whether the investment is consistent with the applicable provisions of ERISA and the Internal Revenue Code; | |
• | whether, under the facts and circumstances pertaining to the benefit plan in question, the fiduciary’s responsibility to the plan has been satisfied; | |
• | whether the investment will produce UBTI to the benefit plan; and | |
• | the need to value the assets of the benefit plan annually. |
• | to act solely in the interest of plan participants and beneficiaries and for the exclusive purpose of providing benefits to them, as well as defraying reasonable expenses of plan administration; | |
• | to invest plan assets prudently; | |
• | to diversify the investments of the plan, unless it is clearly prudent not to do so; | |
• | to ensure sufficient liquidity for the plan; | |
• | to ensure that plan investments are made in accordance with plan documents; and | |
• | to consider whether an investment would constitute or give rise to a prohibited transaction under ERISA or the Internal Revenue Code. |
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• | sold as part of a public offering registered under the Securities Act, and be part of a class of securities registered under the Securities Exchange Act, within a specified time period; |
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• | part of a class of securities that is owned by 100 or more persons who are independent of the issuer and one another; and | |
• | freely transferable. |
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Maximum | ||||
Percent of | ||||
Gross Offering | ||||
Expense | Proceeds | |||
Sales commissions | 7.0 | % | ||
Dealer manager fee | 3.0 | % | ||
All other organization and offering expenses(1) | 1.75 | % | ||
Total | 11.75 | % | ||
(1) | Organization and offering expenses include all expenses (other than sales commission and the dealer manager fee) to be paid by us in connection with the offering, including our legal, accounting, printing, mailing and filing fees, charges of our escrow holder and transfer agent, charges of our advisor for administrative services related to the issuance of shares in the offering, reimbursement ofbona fide due diligence expenses of broker-dealers, reimbursement of our advisor for costs in connection with preparing supplemental sales materials, the cost ofbona fide training and education meetings held by us (primarily the travel, meal and lodging costs of registered representatives of broker-dealers), attendance and sponsorship fees and cost reimbursement for employees of our affiliates to attend retail seminars conducted by broker-dealers and, in special cases, reimbursement to participating broker-dealers for technology costs associated with the offering, costs and expenses related to such technology costs, and costs and expenses associated with facilitation of the marketing of our shares of common stock and the ownership of our shares of common stock by such broker-dealer’s customers. Our advisor will be responsible for the payment of our cumulative organization and offering expenses, to the extent they exceed 3.0% of the aggregate gross offering proceeds, or $30,000,000, from the sale of shares of our common stock sold in the primary offering without recourse against or reimbursement by us. |
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Purchase | Percentage | |||||||||||||||||||
Price per | (Based | Dealer | Net | |||||||||||||||||
Dollar Volume of | Share to | on $10.00/ | Amount | Manager Fee | Proceeds | |||||||||||||||
Shares Purchased | Investor | Share) | per Share | per Share | per Share | |||||||||||||||
$500,000 or less | $ | 10.00 | 7.0 | % | $ | 0.70 | $ | 0.30 | $ | 9.00 | ||||||||||
$500,001-$1,000,000 | $ | 9.90 | 6.0 | % | $ | 0.60 | $ | 0.30 | $ | 9.00 | ||||||||||
$1,000,001-$2,000,000 | $ | 9.80 | 5.0 | % | $ | 0.50 | $ | 0.30 | $ | 9.00 | ||||||||||
$2,000,001-$3,000,000 | $ | 9.70 | 4.0 | % | $ | 0.40 | $ | 0.30 | $ | 9.00 | ||||||||||
$3,000,001-$5,000,000 | $ | 9.60 | 3.0 | % | $ | 0.30 | $ | 0.30 | $ | 9.00 | ||||||||||
Over $5,000,001 | $ | 9.50 | 2.0 | % | $ | 0.02 | $ | 0.30 | $ | 9.00 |
• | 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 Section 401(a) of the Internal Revenue Code; and | |
• | All commingled trust funds maintained by a given bank. |
129
Table of Contents
130
Table of Contents
131
Table of Contents
Table of Contents
TNP Strategic Retail Trust, Inc.:
as to the change in accounting
policy described in Note 2)
F-2
Table of Contents
March 31, 2009 | December 31, 2008 | |||||||
(Unaudited) | ||||||||
Assets | ||||||||
Cash | $ | 201,839 | $ | 201,429 | ||||
Accounts Receivable | 161 | 571 | ||||||
Total Assets | $ | 202,000 | $ | 202,000 | ||||
Liabilities and equity | ||||||||
Total liabilities | $ | — | $ | — | ||||
Commitments and Contingencies | — | — | ||||||
Equity: | ||||||||
Stockholder’s equity: | ||||||||
Common stock, $0.01 par value; 200,000 shares authorized, 22,222 shares issued and outstanding | 222 | 222 | ||||||
Additional paid-in capital | 199,778 | 199,778 | ||||||
Total stockholder’s equity | 200,000 | 200,000 | ||||||
Noncontrolling interest — common units of the Operating Partnership | 2,000 | 2,000 | ||||||
Total equity | 202,000 | 202,000 | ||||||
Total liabilities and equity | $ | 202,000 | $ | 202,000 | ||||
F-3
Table of Contents
For the Period from | ||||||||
October 16, 2008 | ||||||||
For the Three Months | (Date of Inception) through | |||||||
Ended March 31, 2009 | December 31, 2008 | |||||||
(Unaudited) | ||||||||
Revenues | ||||||||
Rental income | $ | — | $ | — | ||||
Interest income | — | — | ||||||
— | — | |||||||
Expenses | ||||||||
Rental expenses | — | — | ||||||
General and administrative | — | — | ||||||
— | — | |||||||
Net income (loss) | $ | — | $ | — | ||||
Net income (loss) per common share | $ | — | $ | — | ||||
Weighted average number of common shares outstanding | 22,222 | 22,222 | ||||||
Distributions declared | $ | — | $ | — | ||||
F-4
Table of Contents
Additional | ||||||||||||||||||||||||
Number of | Paid-in | Stockholder’s | Noncontrolling | |||||||||||||||||||||
Shares | Par Value | Capital | Equity | Interest | Total | |||||||||||||||||||
BALANCE—October 16, 2008 (date of inception) | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
Issuance of common stock | 22,222 | $ | 222 | $ | 199,778 | $ | 200,000 | — | $ | 200,000 | ||||||||||||||
Contributions from noncontrolling interest | $ | 2,000 | $ | 2,000 | ||||||||||||||||||||
Net income | — | — | — | — | — | — | ||||||||||||||||||
BALANCE—December 31, 2008 | 22,222 | 222 | 199,778 | 200,000 | 2,000 | 202,000 | ||||||||||||||||||
Net income | — | — | — | — | — | — | ||||||||||||||||||
BALANCE—March 31, 2009 (Unaudited) | 22,222 | $ | 222 | $ | 199,778 | $ | 200,000 | $ | 2,000 | $ | 202,000 | |||||||||||||
F-5
Table of Contents
For the Period from | ||||||||
October 16, 2008 | ||||||||
For the Three Months | (Date of Inception) through | |||||||
Ended March 31, 2009 | December 31, 2008 | |||||||
(Unaudited) | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net income (loss) | $ | — | $ | — | ||||
Adjustment to reconcile net income (loss) to cash provided by (used in) operating activities: | ||||||||
Changes in assets and liabilities: | ||||||||
Accounts receivable | 410 | (571 | ) | |||||
Net cash provided by (used in) operating activities | 410 | (571 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Issuance of common stock | — | 200,000 | ||||||
Contributions from noncontrolling interest | — | 2,000 | ||||||
Net cash provided by financing activities | — | 202,000 | ||||||
NET INCREASE IN CASH | 410 | 201,429 | ||||||
CASH—Beginning of the period | 201,429 | — | ||||||
CASH—End of the period | $ | 201,839 | $ | 201,429 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION—Cash paid during the period for interest | $ | — | $ | — | ||||
F-6
Table of Contents
through December 31, 2008
1. | Organization |
2. | Summary of Significant Accounting Policies |
F-7
Table of Contents
F-8
Table of Contents
Buildings and improvements | 5-40 years | |
Exterior Improvements | 10-20 years | |
Equipment and fixtures | 5-10 years |
F-9
Table of Contents
F-10
Table of Contents
F-11
Table of Contents
3. | Capitalization |
4. | Related Party Arrangements |
F-12
Table of Contents
5. | Incentive Award Plan |
6. | Subordinated Participation Interest |
F-13
Table of Contents
PRIOR PERFORMANCE TABLES OF THOMPSON NATIONAL PROPERTIES, LLC
A-1
Table of Contents
Bruin Fund, L.P. | ||||||||||||
(Oakwood & | TNP Vulture | |||||||||||
One Lee Park) | Fund VIII, LLC | Total | ||||||||||
Date Offering Commenced | 5/9/2008 | 6/23/2008 | ||||||||||
Dollar Amount Raised | $ | 3,950,000 | $ | 5,348,085 | $ | 9,298,085 | ||||||
Amount Paid to Sponsor from Proceeds of Offering | ||||||||||||
Underwriting Fees | $ | — | $ | — | $ | — | ||||||
Acquisition Fees | ||||||||||||
Real Estate Commissions | $ | — | — | $ | — | |||||||
Acquisition Fees | $ | 250,000 | $ | 110,250 | $ | 360,250 | ||||||
Other—Organizational and Offering | $ | — | $ | 43,526 | $ | 43,526 | ||||||
Total Amount Paid to Sponsor | $ | 250,000 | $ | 153,776 | $ | 403,776 | ||||||
Dollar Amount of Cash Generated from Operations Before Deducting Payments to Sponsor | $ | 869,478 | $ | 282,141 | $ | 1,151,619 | ||||||
Amount Paid to Sponsor from Operations: | ||||||||||||
Property Management Fees | $ | 51,401 | $ | 2,797 | $ | 54,197 | ||||||
Asset Management Fees | $ | 14,833 | $ | — | $ | 14,833 | ||||||
Reimbursements | $ | — | $ | — | $ | — | ||||||
Leasing Commissions | $ | — | $ | — | $ | — | ||||||
Other | $ | — | $ | — | $ | — | ||||||
Dollar Amount of Property Sales and Refinancing Before Deduction Payments to Sponsor: | ||||||||||||
Cash | $ | — | $ | — | $ | — | ||||||
Notes | $ | — | $ | — | $ | — | ||||||
Amount Paid to Sponsor from Property Sales and Refinancing: | ||||||||||||
Real Estate Commissions | $ | — | $ | — | $ | — | ||||||
Incentive Fees | $ | — | $ | — | $ | — | ||||||
Other | $ | — | $ | — | $ | — |
A-2
Table of Contents
SALE OR DISPOSITION OF PROPERTIES
Cost of Properties Including Closing and Soft Costs | Excess (Deficiency) | |||||||||||||||||||||||||||||||||||||||||||
Selling Price, Net of Closing Costs and GAAP Adjustments | Total | of Property | ||||||||||||||||||||||||||||||||||||||||||
Purchase Money | Adjustments | Acquisition | Operating Cash | |||||||||||||||||||||||||||||||||||||||||
Cash Received | Mortgage | Mortgage Taken | Resulting From | Original | Cost, Closing | Receipts Over | ||||||||||||||||||||||||||||||||||||||
Date | Net of | Balance at | Back By | Application of | Mortgage | and Soft | Cash | |||||||||||||||||||||||||||||||||||||
Property | Acquired | Date of Sale(1) | Closing Costs | Time of Sale | Program(2) | GAAP | Total(3) | Financing | Cost | Total | Expenditures Total | |||||||||||||||||||||||||||||||||
TNP Vulture Fund VIII, LLC | ||||||||||||||||||||||||||||||||||||||||||||
302 E. Carson | 10/3/2008 | 12/19/2008 | $ | 5,000,000 | $ | 11,074,095 | $ | — | $ | — | $ | 5,000,000 | $ | 11,074,095 | $ | 10,826,742 | $ | 21,900,837 | $ | (227,625.31 | ) |
(1) | Sale of 45.47% interest in VF Carson, LLC by TNP Vulture Fund VIII, LLC to TNP SLI Green Building Fund, LP, an affiliate of Thompson National Properties, LLC. TNP Vulture Fund VIII, LLC continues to hold a 54.53% interest in VF Carson, LLC. VF Carson LLC is the sole owner of 302 E. Carson, Las Vegas, Nevada. | |
(2) | No purchase money mortgages were taken back in the program. | |
(3) | This represents the amount of cash that TNP Vulture Fund VIII, LLC received from the sale of the 45.47% interest in VF Carson, LLC. |
A-3
Table of Contents
Table II — Compensation to Sponsor (Unaudited)
Table III — Annual Operating Results of Prior Programs (Unaudited)
Table IV — Results of Completed Programs (Unaudited)
Table V — Sales or Disposals of Properties (Unaudited)
B-1
Table of Contents
• | 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 and liabilities (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 and liabilities 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. |
B-2
Table of Contents
NNN | Public | |||||||||||||||
Initial Offering | Second Offering | 2003 Value | Program | |||||||||||||
G REIT, Inc. | G REIT, Inc. | Fund, LLC | Totals | |||||||||||||
Dollar Amount Offered | $ | 200,000,000 | $ | 270,000,000 | $ | 50,000,000 | $ | 520,000,000 | ||||||||
Dollar Amount Raised | 200,000,000 | 237,315,000 | 50,000,000 | 487,315,000 | ||||||||||||
Percentage Amount Raised | 100.0 | % | 87.9 | % | 100.0 | % | 93.7 | % | ||||||||
Less Offering Expenses: | ||||||||||||||||
Selling Commissions | 7.5 | % | 7.0 | % | 8.0 | % | ||||||||||
Marketing Support & Due Diligence Reimbursement | 2.0 | % | 3.0 | % | 2.5 | % | ||||||||||
Organization & Offering Expenses(1) | 2.5 | % | 2.0 | % | 2.5 | % | ||||||||||
Due Diligence Allowance(2) | 0.0 | % | 0.0 | % | 0.0 | % | ||||||||||
Reserves | 0.0 | % | 0.0 | % | 8.0 | % | ||||||||||
Percent Available for Investment | 88.0 | % | 88.0 | % | 79.0 | % | ||||||||||
Acquisition Cost: | ||||||||||||||||
Cash Down Payment | 87.5 | % | 87.5 | % | 71.0 | % | ||||||||||
Loan Fees | 0.0 | % | 0.0 | % | 2.5 | % | ||||||||||
Acquisition Fees Paid to Affiliates | 0.5 | % | 0.5 | % | 5.5 | % | ||||||||||
Total Acquisition Cost | 88.0 | % | 88.0 | % | 79.0 | % | ||||||||||
Percent Leveraged | 49.7 | % | 49.7 | % | 51.7 | % | ||||||||||
Date Offering Began | 22-Jul-02 | 23-Jan-04 | 11-Jul-03 | |||||||||||||
Date Offering Ended | 9-Feb-04 | 30-Apr-04 | 14-Oct-04 | |||||||||||||
Length of Offering (months) | 19 | 3 | 15 | |||||||||||||
Months to Invest 90% of Amount Available for Investment (Measured from Beginning of Offering) | 18 | N/A | 14 | |||||||||||||
Number of Investors | 13,867 | (3) | 13,867 | (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, 2006. |
B-3
Table of Contents
Other Programs | ||||||||||||||||||||||||||||
G REIT, | NNN 2003 | NNN 2002 | Grubb & Ellis Apartment | Total | ||||||||||||||||||||||||
Inc. | Value Fund, LLC | Subtotal | T REIT, Inc | Value Fund, LLC | REIT, Inc. | All Programs | ||||||||||||||||||||||
Date Offering Commenced | 22-Jul-02 | 11-Jul-03 | 22-Feb-00 | 15-May-02 | 19-Jul-06 | |||||||||||||||||||||||
Dollar Amount Raised | $ | 437,315,000 | $ | 50,000,000 | $ | 487,315,000 | $ | 46,395,000 | $ | 29,799,000 | $ | 16,568,000 | (1) | $ | 580,077,000 | |||||||||||||
Amounts Paid to Sponsor from Proceeds of Offering: | ||||||||||||||||||||||||||||
Selling Commissions to Selling Group Members | $ | 30,443,000 | $ | 3,898,000 | $ | 34,341,000 | $ | 3,576,000 | $ | 2,089,000 | $ | 1,141,000 | $ | 41,147,000 | ||||||||||||||
Marketing Support & Due Diligence Reimbursement | 10,818,000 | 1,251,000 | 12,069,000 | 671,000 | 2,005,000 | 411,000 | 15,156,000 | |||||||||||||||||||||
Organization & Offering Expenses | 3,036,000 | 1,394,000 | 4,430,000 | 860,000 | 249,000 | 249,000 | 5,788,000 | |||||||||||||||||||||
Due Diligence Allowance | — | — | — | — | — | 83,000 | 83,000 | |||||||||||||||||||||
Loan Fees | — | — | — | — | 1,000 | — | 1,000 | |||||||||||||||||||||
Acquisition Fees | — | 1,783,000 | 1,783,000 | — | 1,192,000 | — | 2,975,000 | |||||||||||||||||||||
Totals | $ | 44,297,000 | $ | 8,326,000 | $ | 52,623,000 | $ | 5,107,000 | $ | 5,536,000 | $ | 1,884,000 | $ | 65,150,000 | ||||||||||||||
Amounts Paid to Sponsor at Acquisition for Real Estate Acquisition Fees | $ | 13,763,000 | $ | 2,041,000 | $ | 15,804,000 | $ | 585,000 | $ | — | $ | 1,884,000 | $ | 18,273,000 | ||||||||||||||
Dollar Amount of Cash Generated from Operations Before Deducting Payments to Sponsor | $ | 81,585,000 | (2) | $ | 755,000 | $ | 82,340,000 | $ | 5,853,000 | (3) | $ | 8,395,000 | (4) | $ | 325,000 | $ | 96,913,000 | |||||||||||
Amounts Paid to Sponsor from Operations — Year 2004 | ||||||||||||||||||||||||||||
Property Management Fees | $ | 4,293,000 | $ | 272,000 | $ | 4,565,000 | $ | 343,000 | $ | 840,000 | $ | — | $ | 5,748,000 | ||||||||||||||
Asset Management Fees | — | — | — | — | — | — | — | |||||||||||||||||||||
Leasing Commissions | 801,000 | — | 801,000 | 48,000 | 630,000 | — | 1,479,000 | |||||||||||||||||||||
Totals | $ | 5,094,000 | $ | 272,000 | $ | 5,366,000 | $ | 391,000 | $ | 1,470,000 | $ | — | $ | 7,227,000 | ||||||||||||||
Amounts Paid to Sponsor from Operations — Year 2005 | ||||||||||||||||||||||||||||
Property Management Fees | $ | 5,617,000 | $ | 268,000 | $ | 5,885,000 | $ | 291,000 | $ | 477,000 | $ | — | $ | 6,653,000 | ||||||||||||||
Asset Management Fees | — | — | — | — | — | — | — | |||||||||||||||||||||
Leasing Commissions | 2,756,000 | 747,000 | 3,503,000 | 349,000 | 86,000 | — | 3,938,000 | |||||||||||||||||||||
Totals | $ | 8,373,000 | $ | 1,015,000 | $ | 9,388,000 | $ | 640,000 | $ | 563,000 | $ | — | $ | 10,591,000 | ||||||||||||||
Amounts Paid to Sponsor from Operations — Year 2006 | ||||||||||||||||||||||||||||
Property Management Fees | $ | 4,811,000 | $ | 596,000 | $ | 5,407,000 | $ | 84,000 | — | $ | 24,000 | $ | 5,515,000 | |||||||||||||||
Asset Management Fees | — | — | — | 265,000 | — | — | 265,000 | |||||||||||||||||||||
Leasing Commissions | 3,705,000 | 947,000 | 4,652,000 | — | — | — | 4,652,000 | |||||||||||||||||||||
Totals | $ | 8,516,000 | $ | 1,543,000 | $ | 10,059,000 | $ | 349,000 | $ | — | $ | 24,000 | $ | 10,432,000 | ||||||||||||||
Amounts Paid to Sponsor from Property Sales and Refinancings | ||||||||||||||||||||||||||||
Disposition Fees | $ | 7,828,000 | 1,069,000 | $ | 8,897,000 | $ | 1,700,000 | $ | 1,280,000 | $ | — | $ | 11,877,000 | |||||||||||||||
Incentive Fees | — | — | — | — | — | — | — | |||||||||||||||||||||
Construction Management Fees | — | 173,000 | 173,000 | — | — | — | 173,000 | |||||||||||||||||||||
Refinancing Fees | — | 107,000 | 107,000 | — | — | — | 107,000 | |||||||||||||||||||||
Totals | $ | 7,828,000 | $ | 1,349,000 | $ | 9,177,000 | $ | 1,700,000 | $ | 1,280,000 | $ | — | $ | 12,157,000 | ||||||||||||||
(1) | Amount is as of December 31, 2006 as the offering has not closed. Such amount excludes amounts issued under the distribution reinvestment plan. |
(2) | Amount for G REIT, Inc. represents cash generated from operations for the two years ended December 31, 2005, plus payments to the sponsor from operations for the three years ended December 31, 2006 due to the adoption of the liquidation basis of accounting as of December 31, 2005. |
(3) | Amount for T REIT, Inc. represents cash generated from operations for the period from January 1, 2005 through June 30, 2005 and the year ended December 31, 2004, plus payments to the sponsor from operations for the three years ended December 31, 2006 due to the adoption of the liquidation basis of accounting as of June 30, 2005. |
(4) | 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 year ended December 31, 2004, plus payments to the sponsor from operations for the three years ended December 31, 2006 due to the adoption of the liquidation basis of accounting as of August 31, 2005. |
B-4
Table of Contents
Year Ended December 31, | ||||||||||||||||||||
2005(4) | 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 | |||||||||
B-5
Table of Contents
Year Ended December 31, | ||||||||||||||||
2005(4) | 2004 | 2003 | 2002 | |||||||||||||
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. | ||||||||||||||||
(4) The program adopted the liquidation basis of accounting as of December 31, 2005 and for all subsequent periods. |
B-6
Table of Contents
Period from | ||||||||||||||||||||
January 1, 2005 | ||||||||||||||||||||
through | Year Ended December 31, | |||||||||||||||||||
June 30, 2005(4) | 2004 | 2003 | 2002 | Total | ||||||||||||||||
Gross Revenues | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Profit on Sale of Properties | 191,000 | 2,466,000 | 2,614,000 | 213,000 | 5,484,000 | |||||||||||||||
Interest, Dividends & Other Income | 285,000 | 622,000 | 181,000 | 281,000 | 1,369,000 | |||||||||||||||
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 | 3,654,000 | |||||||||||||||
Income (Loss) from Discontinued Operations | (272,000 | ) | 31,000 | 1,076,000 | 1,241,000 | 2,076,000 | ||||||||||||||
Less: Operating Expenses | — | — | — | — | — | |||||||||||||||
General and Administrative Expenses | 1,013,000 | 1,213,000 | 792,000 | 558,000 | 3,576,000 | |||||||||||||||
Interest Expense(1) | 44,000 | 52,000 | 50,000 | 10,000 | 156,000 | |||||||||||||||
Depreciation & Amortization | — | — | — | — | — | |||||||||||||||
Minority Interest | — | — | — | — | — | |||||||||||||||
Income Taxes | — | — | — | — | — | |||||||||||||||
Net Income (Loss) — GAAP Basis | $ | 60,000 | $ | 2,544,000 | $ | 4,189,000 | $ | 2,293,000 | $ | 9,086,000 | ||||||||||
Taxable Income (Loss) From: | ||||||||||||||||||||
Operations | 157,000 | 1,197,000 | (1,100,000 | ) | (683,000 | ) | (429,000 | ) | ||||||||||||
Gain on Sale | 614,000 | 2,545,000 | 2,547,000 | 284,000 | 5,990,000 | |||||||||||||||
Cash Generated From (Used By): | ||||||||||||||||||||
Operating Activities | 883,000 | 3,590,000 | 2,950,000 | 2,290,000 | 9,713,000 | |||||||||||||||
Investing Activities | 249,000 | (14,333,000 | ) | 2,517,000 | (19,279,000 | ) | (30,846,000 | ) | ||||||||||||
Financing Activities(2) | (120,000 | ) | 9,731,000 | 4,439,000 | 22,334,000 | 36,384,000 | ||||||||||||||
Cash Generated From (Used By) Operations, Investing & Financing | 1,012,000 | (1,012,000 | ) | 9,906,000 | 5,345,000 | 15,251,000 | ||||||||||||||
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 | 2,945,000 | |||||||||||||||
Cash Generated (Deficiency) after Cash Distributions | (989,000 | ) | (4,960,000 | ) | 6,060,000 | 2,482,000 | 2,593,000 | |||||||||||||
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 | $ | 2,593,000 | ||||||||
B-7
Table of Contents
Period from | ||||||||||||||||
January 1, 2005 | ||||||||||||||||
through | Year Ended December 31, | |||||||||||||||
June 30, 2005(4) | 2004 | 2003 | 2002 | |||||||||||||
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 | ) | ||||||
— from recapture | — | — | — | — | ||||||||||||
Capital Gain (Loss) | 13.33 | 54.97 | 54.47 | 7.08 | ||||||||||||
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 | ||||||||||||
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 | ||||||||
Notes: | ||||||||||||||||
(1) Includes amortization of deferred financing costs. | ||||||||||||||||
(2) Includes proceeds from issuance of common stock — net | $ | — | $ | — | $ | — | $ | 19,343,000 | ||||||||
(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. |
B-8
Table of Contents
Period from June 19, 2003 | ||||||||||||||||||||
(Date of Inception) | ||||||||||||||||||||
Year Ended December 31, | through | |||||||||||||||||||
2006 | 2005 | 2004 | December 31, 2003 | Total | ||||||||||||||||
Gross Revenues | $ | 3,742,000 | $ | 1,262,000 | $ | 653,000 | $ | — | $ | 5,657,000 | ||||||||||
Profit on Sale of Properties | 7,056,000 | 5,802,000 | — | — | 12,858,000 | |||||||||||||||
Interest, Dividends & Other Income | 527,000 | 416,000 | 86,000 | 3,000 | 1,032,000 | |||||||||||||||
Gain on Sale of Marketable Securities | 134,000 | 344,000 | — | — | 478,000 | |||||||||||||||
Equity in Earnings (Loss) of Unconsolidated Real Estate | (1,139,000 | ) | 2,510,000 | (682,000 | ) | (132,000 | ) | 557,000 | ||||||||||||
Income (Loss) from Discontinued Operations | (1,314,000 | ) | 670,000 | (145,000 | ) | — | (789,000 | ) | ||||||||||||
Less: Operating Expenses | 2,599,000 | 1,203,000 | 1,084,000 | 11,000 | 4,897,000 | |||||||||||||||
General and Administrative Expenses | 754,000 | 1,289,000 | 339,000 | 7,000 | 2,389,000 | |||||||||||||||
Interest Expense(1) | 2,680,000 | 768,000 | 638,000 | — | 4,086,000 | |||||||||||||||
Depreciation & Amortization | 2,611,000 | 665,000 | 286,000 | — | 3,562,000 | |||||||||||||||
Minority Interest | (19,000 | ) | 166,000 | (133,000 | ) | (31,000 | ) | (17,000 | ) | |||||||||||
Income Taxes | — | — | — | — | — | |||||||||||||||
Net Income (Loss) — GAAP Basis | $ | 381,000 | $ | 6,913,000 | $ | (2,302,000 | ) | $ | (116,000 | ) | $ | 4,876,000 | ||||||||
Taxable Income From: | ||||||||||||||||||||
Operations | (1,954,000 | ) | 95,000 | 680,000 | 231,000 | (948,000 | ) | |||||||||||||
Gain on Sale | 5,952,000 | 3,354,000 | — | — | 9,306,000 | |||||||||||||||
Cash Generated From (Used By): | — | |||||||||||||||||||
Operating Activities | (4,789,000 | ) | 238,000 | 2,476,000 | 174,000 | (1,901,000 | ) | |||||||||||||
Investing Activities | 15,867,000 | (64,529,000 | ) | (45,158,000 | ) | (9,932,000 | ) | (103,752,000 | ) | |||||||||||
Financing Activities | (12,015,000 | ) | 70,050,000 | 52,269,000 | 12,437,000 | 122,741,000 | ||||||||||||||
Cash Generated From (Used By) Operations, Investing & Financing | (937,000 | ) | 5,759,000 | 9,587,000 | 2,679,000 | 17,088,000 | ||||||||||||||
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) | 9,179,000 | 4,657,000 | — | — | 13,836,000 | |||||||||||||||
Cash Generated (Deficiency) after Cash Distributions | (10,116,000 | ) | 864,000 | 7,271,000 | 2,625,000 | 644,000 | ||||||||||||||
Less: Special Items (not including Sales & Refinancing) | — | — | — | — | — | |||||||||||||||
Cash Generated (Deficiency) after Cash Distributions and Special Items | $ | (10,116,000 | ) | $ | 864,000 | $ | 7,271,000 | $ | 2,625,000 | $ | 644,000 | |||||||||
B-9
Table of Contents
Period from June 19, 2003 | ||||||||||||||||||||
(Date of Inception) | ||||||||||||||||||||
Year Ended December 31, | through | |||||||||||||||||||
2006 | 2005 | 2004 | December 31, 2003 | |||||||||||||||||
Tax and Distribution Data Per $1,000 Invested | ||||||||||||||||||||
Federal Income Tax Results: | ||||||||||||||||||||
Ordinary Income (Loss) | ||||||||||||||||||||
— from operations | $ | (39.17 | ) | $ | 1.90 | $ | 22.09 | $ | 71.19 | |||||||||||
— from recapture | — | — | — | — | ||||||||||||||||
Capital Gain (Loss) | 119.33 | 67.08 | — | — | ||||||||||||||||
Cash Distributions to Investors(2) | ||||||||||||||||||||
Sources (on GAAP basis) | ||||||||||||||||||||
— Operating Activities | — | — | 61.97 | 10.79 | ||||||||||||||||
— Investing & Financing Activities | — | — | — | — | ||||||||||||||||
— Other (Return of Capital) | 120.23 | 69.86 | — | — | ||||||||||||||||
Sources (on Cash basis) | ||||||||||||||||||||
— Sales | — | — | — | — | ||||||||||||||||
— Investing & Financing Activities | — | — | — | — | ||||||||||||||||
— Operations | — | — | 61.97 | 10.79 | ||||||||||||||||
— Other (Return of Capital) | $ | 120.23 | $ | 69.86 | $ | — | $ | — |
(1) | Includes amortization of deferred financing costs. |
(2) | Cash Distributions per $1,000 invested excludes distributions to minority interests. |
(3) | Includes cash distributions of $3,182,000 and $1,164,000 to minority interests for the year ended December 31, 2006 and 2005, respectively. |
(4) | Pursuant to NNN 2003 Value Fund, LLC’s Operating Agreement, cash proceeds from capital transactions are first treated as a return of capital. |
B-10
Table of Contents
Period from | Period from May 15, 2002 | |||||||||||||||||||
January 1, 2005 | (Date of Inception) | |||||||||||||||||||
through | Year Ended December 31, | 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 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 | ||||||||
B-11
Table of Contents
Period from | Period from May 15, 2002 | |||||||||||||||
January 1, 2005 | (Date of Inception) | |||||||||||||||
through | Year Ended December 31, | through | ||||||||||||||
August 31, 2005(3) | 2004 | 2003 | December 31, 2002 | |||||||||||||
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. |
(4) | Pursuant to NNN 2002 Value Fund, LLC’s Operating Agreement, cash proceeds from capital transactions are first treated as a return of capital. |
B-12
Table of Contents
Cost of Properties | ||||||||||||||||||||||||||||||||||||||||||||||||
Selling Price, Net of Closing Costs & GAAP Adjustments | Including Closing & Soft Costs | Excess | ||||||||||||||||||||||||||||||||||||||||||||||
Purchase | Total | (Deficiency) | ||||||||||||||||||||||||||||||||||||||||||||||
Cash | Money | Adjustments | Acquisition | Of Property | ||||||||||||||||||||||||||||||||||||||||||||
Received | Mortgage | Resulting | Costs, Capital | Gain (loss) | Operating | |||||||||||||||||||||||||||||||||||||||||||
Net | Mortgage | Taken | from | Original | Improvements | on | Cash Receipts | |||||||||||||||||||||||||||||||||||||||||
Date | Date of | of Closing | Balance at | Back By | Application | Mortgage | Closing & | sale of | Over Cash | |||||||||||||||||||||||||||||||||||||||
Property | Acquired | Sale(1) | Costs(2) | Time of Sale | Program(3) | Of GAAP | Total(26) | Financing | Soft Costs(4) | Total | Investment | Expenditures | ||||||||||||||||||||||||||||||||||||
T REIT, Inc. | ||||||||||||||||||||||||||||||||||||||||||||||||
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 | (25) | 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 | (25) | 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 | (25) | N/A | |||||||||||||||||||||||||||
Reno Trademark Building(12) | Sep-01 | Jan-06 | $ | 2,310,000 | $ | 1,778,000 | N/A | N/A | $ | 4,088,000 | $ | 1,080,000 | $ | 1,728,000 | $ | 2,808,000 | $ | 1,280,000 | (25) | N/A | ||||||||||||||||||||||||||||
Oakey Building(13) | Apr-04 | Jan-06 | $ | 917,000 | $ | 863,000 | N/A | N/A | $ | 1,780,000 | $ | 392,000 | $ | 808,000 | $ | 1,200,000 | $ | 580,000 | (25) | N/A | ||||||||||||||||||||||||||||
University Heights | Aug-02 | Jan-06 | $ | 2,765,000 | $ | 4,209,000 | N/A | N/A | $ | 6,974,000 | $ | — | $ | 6,518,000 | $ | 6,518,000 | $ | 456,000 | (25) | N/A | ||||||||||||||||||||||||||||
AmberOaks Corporate Center(14) | Jan-04 | Jun-06 | $ | 12,167,000 | $ | 11,229,000 | N/A | N/A | $ | 23,396,000 | $ | 11,250,000 | $ | 2,260,000 | $ | 13,510,000 | $ | 9,886,000 | (25) | N/A | ||||||||||||||||||||||||||||
Titan Building & Plaza(15) | Apr-02 | Jul-06 | $ | 3,725,000 | $ | 2,862,000 | N/A | N/A | $ | 6,587,000 | $ | 2,910,000 | $ | 1,279,000 | $ | 4,189,000 | $ | 2,398,000 | (25) | N/A |
B-13
Table of Contents
Cost of Properties | ||||||||||||||||||||||||||||||||||||||||||||||||
Selling Price, Net of Closing Costs & GAAP Adjustments | Including Closing & Soft Costs | Excess | ||||||||||||||||||||||||||||||||||||||||||||||
Purchase | Total | (Deficiency) | ||||||||||||||||||||||||||||||||||||||||||||||
Cash | Money | Adjustments | Acquisition | Of Property | ||||||||||||||||||||||||||||||||||||||||||||
Received | Mortgage | Resulting | Costs, Capital | Gain (loss) | Operating | |||||||||||||||||||||||||||||||||||||||||||
Net | Mortgage | Taken | from | Original | Improvements | on | Cash Receipts | |||||||||||||||||||||||||||||||||||||||||
Date | Date of | of Closing | Balance at | Back By | Application | Mortgage | Closing & | sale of | Over Cash | |||||||||||||||||||||||||||||||||||||||
Property | Acquired | Sale(1) | Costs(2) | Time of Sale | Program(3) | Of GAAP | Total(26) | Financing | Soft Costs(4) | Total | Investment | Expenditures | ||||||||||||||||||||||||||||||||||||
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(16) | Mar-03 | Dec-05 | $ | 273,000 | $ | 376,000 | N/A | N/A | $ | 649,000 | $ | 399,000 | $ | 118,000 | $ | 517,000 | $ | 132,000 | N/A | |||||||||||||||||||||||||||||
600 B Street (Comerica) (17) | Jun-04 | Jul-06 | $ | 91,730,000 | $ | — | N/A | N/A | $ | 91,730,000 | $ | 56,057,000 | $ | 11,638,000 | $ | 67,695,000 | $ | 24,035,000 | (25) | N/A | ||||||||||||||||||||||||||||
Hawthorne Plaza | Apr-04 | Sep-06 | $ | 68,261,000 | $ | 51,719,000 | N/A | N/A | $ | 119,980,000 | $ | 62,750,000 | $ | 27,274,000 | $ | 90,024,000 | $ | 29,956,000 | (25) | N/A | ||||||||||||||||||||||||||||
AmberOaks Corporate Center | Jan-04 | Sep-06 | $ | 27,584,000 | $ | 18,050,000 | N/A | N/A | $ | 45,634,000 | $ | 14,250,000 | $ | 20,455,000 | $ | 34,705,000 | $ | 10,929,000 | (25) | N/A | ||||||||||||||||||||||||||||
Brunswig Square | Apr-04 | Oct-06 | $ | 9,639,000 | $ | 15,543,000 | N/A | N/A | $ | 25,182,000 | $ | 15,830,000 | $ | 7,327,000 | $ | 23,157,000 | $ | 2,025,000 | (25) | N/A | ||||||||||||||||||||||||||||
Centerpoint Corporate Park | Dec-03 | Oct-06 | $ | 33,707,000 | $ | 40,000,000 | N/A | N/A | $ | 73,707,000 | $ | 25,029,000 | $ | 28,139,000 | $ | 53,168,000 | $ | 20,539,000 | (25) | N/A | ||||||||||||||||||||||||||||
5508 Highway West 290 | Sep-02 | Nov-06 | $ | (862,000 | ) | $ | 9,588,000 | N/A | N/A | $ | 8,726,000 | $ | 6,700,000 | $ | 2,026,000 | $ | 8,726,000 | $ | — | (25) | N/A | |||||||||||||||||||||||||||
Department of Children and Families Campus | Apr-03 | Nov-06 | $ | 2,898,000 | $ | 8,881,000 | N/A | N/A | $ | 11,779,000 | $ | 7,605,000 | $ | 3,004,000 | $ | 10,609,000 | $ | 1,170,000 | (25) | N/A | ||||||||||||||||||||||||||||
Public Ledger Building | Feb-04 | Nov-06 | $ | 13,933,000 | $ | 24,520,000 | N/A | N/A | $ | 38,453,000 | $ | 25,000,000 | $ | 12,171,000 | $ | 37,171,000 | $ | 1,282,000 | (25) | N/A | ||||||||||||||||||||||||||||
Atrium Building | Jan-03 | Dec-06 | $ | (219,000 | ) | $ | 3,448,000 | N/A | N/A | $ | 3,229,000 | $ | 2,200,000 | $ | 2,171,000 | $ | 4,371,000 | $ | (1,142,000 | )(25) | N/A | |||||||||||||||||||||||||||
Gemini Plaza | May-03 | Dec-06 | $ | 5,633,000 | $ | 10,089,000 | N/A | N/A | $ | 15,722,000 | $ | 9,815,000 | $ | 3,178,000 | $ | 12,993,000 | $ | 2,729,000 | (25) | N/A |
B-14
Table of Contents
Cost of Properties | ||||||||||||||||||||||||||||||||||||||||||||||||
Selling Price, Net of Closing Costs & GAAP Adjustments | Including Closing & Soft Costs | Excess | ||||||||||||||||||||||||||||||||||||||||||||||
Purchase | Total | (Deficiency) | ||||||||||||||||||||||||||||||||||||||||||||||
Cash | Money | Adjustments | Acquisition | Of Property | ||||||||||||||||||||||||||||||||||||||||||||
Received | Mortgage | Resulting | Costs, Capital | Gain (loss) | Operating | |||||||||||||||||||||||||||||||||||||||||||
Net | Mortgage | Taken | from | Original | Improvements | on | Cash Receipts | |||||||||||||||||||||||||||||||||||||||||
Date | Date of | �� | of Closing | Balance at | Back By | Application | Mortgage | Closing & | sale of | Over Cash | ||||||||||||||||||||||||||||||||||||||
Property | Acquired | Sale(1) | Costs(2) | Time of Sale | Program(3) | Of GAAP | Total(26) | Financing | Soft Costs(4) | Total | Investment | Expenditures | ||||||||||||||||||||||||||||||||||||
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 (18) | 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 | (25) | N/A | ||||||||||||||||||||||||||||
NNN 2003 Value Fund, LLC | ||||||||||||||||||||||||||||||||||||||||||||||||
Satellite Place (19) | 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 (20) | 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 (21) | 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 (22) | 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 | |||||||||||||||||||||||||||||
Oakey Building (23) | Apr-04 | Jan-06 | $ | 7,052,000 | $ | 6,639,000 | N/A | N/A | $ | 13,691,000 | $ | 3,016,000 | $ | 5,132,000 | $ | 8,148,000 | $ | 5,543,000 | N/A | |||||||||||||||||||||||||||||
3500 Maple (24) | Dec-05 | Oct-06 | $ | 21,726,000 | $ | 46,530,000 | N/A | N/A | $ | 68,256,000 | $ | 57,737,000 | $ | 9,346,000 | $ | 67,083,000 | $ | 1,173,000 | N/A |
(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, Triple Net 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 Triple Net 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 was due on August 1, 2006. The note was paid in full on May 5, 2006. |
(6) | In connection with the sale, Triple Net 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% TIC 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. |
B-15
Table of Contents
(12) | Represents results only for T REIT’s 40% TIC interest. |
(13) | Represents results only for T REIT’s 9.8% interest. |
(14) | Represents results only for T REIT’s 75% TIC interest. |
(15) | Represents results only for T REIT’s 48.5% TIC interest. |
(16) | Represents results only for G REIT’s 4.75% interest. |
(17) | The mortgage associated with 600 B Street (Comerica) was paid off in connection with a prior property sale. |
(18) | This property was sold to an affiliated party. Represents results for NNN 2002 Value Fund, LLC’s 50% interest. |
(19) | This property was sold to an affiliated party. |
(20) | In connection with the sale, Triple Net 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. |
(21) | Represents results only for NNN 2003 Value Fund, LLC’s 18.3% interest. |
(22) | Represents results only for NNN 2003 Value Fund, LLC’s 4.6% interest. |
(23) | Represents results only for NNN 2003 Value Fund, LLC’s 75.4% interest. |
(24) | Date of sale represents the date of sale of NNN 2003 Value Fund, LLC’s last remaining interest in the property. Represents results only for NNN 2003 Value Fund, LLC’s 99% interest. |
(25) | Represents the book value gain. Under liquidation accounting, adopted as of June 30, 2005 for T REIT, Inc., August 31, 2005 for NNN 2002 Value Fund, LLC, and December 31, 2005 for G REIT, Inc. an investment is carried at its estimated fair value less costs to sell. |
(26) | 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 | |||||
Reno Trademark Building | $ | 1,422,000 | $ | (61,000 | ) | $ | 1,361,000 | |||||
Oakey Building | $ | 361,000 | $ | (37,000 | ) | $ | 324,000 | |||||
University Heights | $ | 1,788,000 | $ | 13,000 | $ | 1,801,000 | ||||||
AmberOaks Corporate Center | $ | 6,287,000 | $ | 7,224,000 | $ | 13,511,000 | ||||||
Titan Building & Plaza | $ | 3,107,000 | $ | 133,000 | $ | 3,240,000 |
B-16
Table of Contents
Capital Gain/(Loss) | Ordinary Income/(Loss) | Total | ||||||||||
G REIT, Inc. | ||||||||||||
525 B Street | $ | 11,769,000 | $ | (615,000 | ) | $ | 11,154,000 | |||||
Park Sahara | $ | 177,000 | $ | (9,000 | ) | $ | 168,000 | |||||
600 B Street (Comerica) | $ | 24,098,000 | $ | 2,676,000 | $ | 26,774,000 | ||||||
Hawthorne Plaza | $ | 25,977,000 | $ | 1,527,000 | $ | 27,504,000 | ||||||
AmberOaks Corporate Center | $ | 10,260,000 | $ | 1,132,000 | $ | 11,392,000 | ||||||
Brunswig Square | $ | 2,194,000 | $ | 664,000 | $ | 2,858,000 | ||||||
Centerpoint Corporate Park | $ | 20,997,000 | $ | 1,731,000 | $ | 22,728,000 | ||||||
5508 Highway West 290 | $ | 1,712,000 | $ | 518,000 | $ | 2,230,000 | ||||||
Department of Children and Families Campus | $ | 1,518,000 | $ | (368,000 | ) | $ | 1,150,000 | |||||
Public Ledger Building | $ | 5,422,000 | $ | 329,000 | $ | 5,751,000 | ||||||
Atrium Building | $ | 1,096,000 | $ | 84,000 | $ | 1,180,000 | ||||||
Gemini Plaza | $ | 2,426,000 | $ | 701,000 | $ | 3,127,000 | ||||||
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 | ) | ||||
Oakey Building | $ | 2,788,000 | $ | (289,000 | ) | $ | 2,499,000 | |||||
3500 Maple | $ | 1,523,000 | $ | 501,000 | $ | 2,024,000 |
(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 Internal Revenue Code. |
B-17
Table of Contents
B-18
Table of Contents
Less | Total Private | |||||||||||||||
1 | 90 | Subtotal of | 8 Affiliated | Programs Excluding | ||||||||||||
Opportunity | TIC | 91 Private | Program | Affiliated | ||||||||||||
Fund VIII, LLC | Programs | Programs | Ownerships | Ownerships | ||||||||||||
Dollar Amount Offered | $ | 20,000,000 | $1,267,737,250 | $1,287,737,250 | $ | 27,992,271 | $ | 1,259,744,979 | ||||||||
Dollar Amount Raised | $ | 11,805,559 | $1,267,617,378 | $1,279,422,937 | $ | 27,992,271 | $ | 1,251,430,666 | ||||||||
Percentage Amount Raised | 59.0% | 100.0% | 99.4% | 100.0% | 99.3% | |||||||||||
Less Offering Expenses: | ||||||||||||||||
Selling Commissions | 7.0% | 7.0% | 7.0% | 7.8% | 7.0% | |||||||||||
Marketing Support & Due Diligence Reimbursement | 3.5% | 3.1% | 3.1% | 2.5% | 3.1% | |||||||||||
Organization & Offering Expenses(1) | 2.5% | 2.8% | 2.8% | 3.6% | 2.8% | |||||||||||
Reserves | 8.0% | 5.6% | 5.6% | 10.4% | 5.6% | |||||||||||
Percent Available for Investment | 79.0% | 81.5% | 81.5% | 75.7% | 81.5% | |||||||||||
Acquisition Cost: | ||||||||||||||||
Cash Down Payment | 74.5% | 78.3% | 78.3% | 73.0% | 78.3% | |||||||||||
Loan Fees | 2.5% | 2.9% | 2.9% | 1.7% | 2.9% | |||||||||||
Acquisition Fees Paid to Affiliates | 2.0% | 0.3% | 0.3% | 1.0% | 0.3% | |||||||||||
Total Acquisition Cost | 79.0% | 81.5% | 81.5% | 75.7% | 81.5% | |||||||||||
Percent Leveraged | 82% | 70% | 70% | |||||||||||||
Date Offering Began | 13-Dec-04 | July 18, 2003 to October 31, 2006 | ||||||||||||||
Date Offering Ended | 16-Jun-06 | January 20, 2004 to December 21, 2006 | ||||||||||||||
Length of Offering (months) | 17 months | 2 to 17 months | ||||||||||||||
Months to Invest 90% of Amount Available for Investment (Measured from Beginning of Offering) | n/a | 1 to 12 months | ||||||||||||||
Number of Investors | ||||||||||||||||
Note Unit Holders | — | — | — | — | — | |||||||||||
LLC Members | 336 | 1,841 | 2,177 | 7 | 2,170 | |||||||||||
Tenants In Common (TICs) | — | 2,226 | 2,226 | 1 | 2,225 | |||||||||||
Total | 336 | 4,067 | 4,403 | 8 | 4,395 | |||||||||||
(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. |
B-19
Table of Contents
B-20
Table of Contents
14 Affiliated | Excluding | |||||||||||||||||||
91 Private | 65 Other | 156 Private | Program | Affiliated | ||||||||||||||||
Programs | Programs | Programs | Ownerships | Ownerships | ||||||||||||||||
July 18, 2003 to | July 1, 1998 to | |||||||||||||||||||
October 31, 2006 | December 5, 2006 | |||||||||||||||||||
Date Offering Commenced | ||||||||||||||||||||
Dollar Amount Raised | $ | 1,277,315,922 | $ | 450,796,920 | $ | 1,728,112,842 | $ | 61,634,586 | $ | 1,666,478,256 | ||||||||||
Amounts Paid to Sponsor from Proceeds of Offering: | ||||||||||||||||||||
Selling Commissions to Selling Group Members | $ | 89,633,759 | $ | 7,359,732 | $ | 96,993,491 | $ | 2,138,691 | $ | 94,854,800 | ||||||||||
Marketing Support & Due Diligence Reimbursement | 40,205,319 | 3,432,879 | 43,638,198 | 680,814 | 42,957,384 | |||||||||||||||
Organization & Offering Expenses | 35,109,983 | 2,531,591 | 37,641,574 | 983,587 | 36,657,987 | |||||||||||||||
Loan Fees | 11,502,553 | 377,438 | 11,879,991 | 52,205 | 11,827,786 | |||||||||||||||
Acquisition Fees | 394,800 | — | 394,800 | — | 394,800 | |||||||||||||||
Totals | $ | 176,846,414 | $ | 13,701,640 | $ | 190,548,054 | $ | 3,855,297 | $ | 186,692,757 | ||||||||||
Amounts paid to Sponsor by Seller at Acquisition | ||||||||||||||||||||
Real Estate Commissions — Acquisition | $ | 71,990,359 | $ | 2,119,500 | $ | 74,109,859 | $ | 2,053,711 | $ | 72,056,148 | ||||||||||
Dollar Amount of Cash Generated from Operations Before Deducting Payments to Sponsor | $ | 197,397,511 | $ | 78,737,017 | $ | 276,134,528 | $ | 15,294,292 | $ | 260,840,235 | ||||||||||
Amounts Paid to Sponsor from Operations — Year 2004 | ||||||||||||||||||||
Property Management Fees | 2,854,066 | 6,612,706 | 9,466,772 | 1,057,290 | 8,409,482 | |||||||||||||||
Asset Management Fees | 58,549 | 954,351 | 1,012,900 | — | 1,012,900 | |||||||||||||||
Leasing Commissions | 407,010 | 2,456,282 | 2,863,292 | 336,915 | 2,526,377 | |||||||||||||||
Totals | $ | 3,319,625 | $ | 10,023,339 | $ | 13,342,964 | $ | 1,394,205 | $ | 11,948,759 | ||||||||||
Amounts Paid to Sponsor from Operations — Year 2005 | ||||||||||||||||||||
Property Management Fees | 6,359,036 | 4,116,953 | 10,475,989 | 1,125,630 | 9,350,359 | |||||||||||||||
Asset Management Fees | 31,103 | 990,656 | 1,021,758 | — | 1,021,758 | |||||||||||||||
Leasing Commissions | 159,107 | 523,885 | 682,993 | 29,051 | 653,942 | |||||||||||||||
Totals | $ | 6,549,246 | $ | 5,631,494 | $ | 12,180,740 | $ | 1,154,681 | $ | 11,026,059 | ||||||||||
Amounts Paid to Sponsor from Operations — Year 2006 | ||||||||||||||||||||
Property Management Fees | 15,282,297 | 3,827,945 | 19,110,242 | 611,229 | 18,499,013 | |||||||||||||||
Asset Management Fees | — | — | — | — | — | |||||||||||||||
Leasing Commissions | 8,629,019 | 2,278,024 | 10,907,043 | 238,113 | 10,668,930 | |||||||||||||||
Totals | $ | 23,911,316 | $ | 6,105,969 | $ | 30,017,285 | $ | 849,342 | $ | 29,167,943 | ||||||||||
Amounts Paid to Sponsor from property sales and refinancings | ||||||||||||||||||||
Real Estate Commissions | $ | 9,021,716 | $ | 11,934,000 | $ | 20,955,716 | $ | 1,768,513 | $ | 19,187,204 | ||||||||||
Incentive Fees | 242,853 | 3,183,281 | 3,426,134 | 181,499 | 3,244,635 | |||||||||||||||
Construction Management Fees | 400,698 | 337,838 | 738,536 | 110,122 | 628,414 | |||||||||||||||
Refinancing Fees | 340,480 | 325,281 | 665,761 | 81,900 | 583,860 | |||||||||||||||
Totals | $ | 10,005,747 | $ | 15,780,400 | $ | 25,786,147 | $ | 2,142,034 | $ | 23,644,113 | ||||||||||
�� |
B-21
Table of Contents
2006 | 2005 | 2004 | 2003 | 2002 | 2001 | |||||||||||||||||||
122 TIC | 100 TIC | 60 TIC | 36 TIC | 18 TIC | 2 TIC | |||||||||||||||||||
Programs | Programs | Programs | Programs | Programs | Programs | |||||||||||||||||||
Gross Revenues | $ | 353,999,775 | $ | 235,233,264 | $ | 142,333,748 | $ | 56,337,980 | $ | 10,884,051 | $ | 311,615 | ||||||||||||
Profit on Sale of Properties | 50,355,892 | 43,545,180 | 3,365,199 | 430,126 | 384,010 | — | ||||||||||||||||||
Less: | ||||||||||||||||||||||||
Operating Expenses | 132,962,673 | 90,121,252 | 48,978,673 | 19,298,613 | 2,478,639 | 60,597 | ||||||||||||||||||
General and Administrative Expenses | 9,143,262 | 4,321,152 | 2,034,752 | 825,416 | 171,242 | 667 | ||||||||||||||||||
Interest Expense | 129,424,655 | 72,621,838 | 35,325,336 | 14,787,045 | 3,698,852 | 93,874 | ||||||||||||||||||
Depreciation & Amortization | ||||||||||||||||||||||||
Net Income (Note A) | $ | 132,825,077 | $ | 111,714,202 | $ | 59,360,186 | $ | 21,857,032 | $ | 4,919,328 | $ | 156,477 | ||||||||||||
Taxable Income (Loss) (Note A) | ||||||||||||||||||||||||
Cash Generated From: | ||||||||||||||||||||||||
Operations | $ | 86,703,984 | $ | 69,922,878 | $ | 55,299,433 | $ | 21,468,277 | $ | 4,607,180 | $ | 156,477 | ||||||||||||
Sales | 128,888,158 | 149,023,359 | 11,384,836 | 883,148 | 312,300 | — | ||||||||||||||||||
Refinancing | 2,929,222 | 7,616,687 | 819,282 | — | — | — | ||||||||||||||||||
Cash Generated From Operations, Sales & Refinancing | ||||||||||||||||||||||||
Before Additional Cash Adjustments | 218,521,364 | 226,562,924 | 67,503,551 | 22,351,425 | 4,919,480 | 156,477 | ||||||||||||||||||
Additional Cash Adjustments | — | — | ||||||||||||||||||||||
Less: Monthly Mortgage Principal Repayments | 6,014,879 | 7,372,155 | 5,389,993 | 1,820,447 | 384,765 | 16,726 | ||||||||||||||||||
Cash Generated From Operations, Sales & Refinancing | 212,506,485 | 219,190,768 | 62,113,558 | 20,530,978 | 4,534,715 | 139,751 | ||||||||||||||||||
Less: Cash Distributions to Investors From: | ||||||||||||||||||||||||
Operating Cash Flow | 73,814,263 | 53,006,015 | 31,274,654 | 11,476,777 | 2,347,002 | 22,395 | ||||||||||||||||||
Sales & Refinancing | 132,019,854 | 141,672,518 | 12,142,157 | 771,955 | — | — | ||||||||||||||||||
Other (return of capital) (Note B) | 3,831,095 | 338,295 | 501,251 | 117,219 | — | — | ||||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions | 2,841,273 | 24,173,941 | 18,195,496 | 8,165,027 | 2,187,713 | 117,356 | ||||||||||||||||||
Less: Special Items (not including Sales & Refinancing) | — | — | — | — | — | — | ||||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions and Special Items | $ | 2,841,273 | $ | 24,173,941 | $ | 18,195,496 | $ | 8,165,027 | $ | 2,187,713 | $ | 117,356 | ||||||||||||
Tax and Distribution Data Per $1,000 Invested | ||||||||||||||||||||||||
Federal Income Tax Results (Note A): | ||||||||||||||||||||||||
Cash Distributions to Investors Sources (on Tax basis) | ||||||||||||||||||||||||
— Investment Income | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
— Return of Capital | 2.78 | 0.34 | 0.84 | 0.42 | — | — | ||||||||||||||||||
Sources (on Cash basis) | ||||||||||||||||||||||||
— Sales and Refinancing | 95.81 | 143.98 | 20.42 | 2.78 | — | — | ||||||||||||||||||
— Operations | $ | 53.57 | $ | 53.87 | $ | 52.60 | $ | 41.40 | $ | 30.13 | $ | 3.31 |
Note A: | 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. |
Note B: | Approximately $3,480,000 in 2006 is due to the following: utilization of equity funded reserves for designated repairs in apartment programs ($1,900,000); utilization of equity funded reserves for payment of mezzanine interest ($380,000); acceleration of payments for interest expense and property taxes for income tax purposes ($450,000); unbilled CAM and rents at December 31, 2006 ($630,000); and unanticipated expenses due to hurricane damage at two properties ($120,000). |
B-22
Table of Contents
2006 | 2005 | 2004 | 2003 | 2002 | 2001 | |||||||||||||||||||
13 Affiliated | 14 Affiliated | 14 Affiliated | 6 Affiliated | 2 Affiliated | 1 Affiliated | |||||||||||||||||||
Programs | Programs | Programs | Programs | Programs | Program | |||||||||||||||||||
Gross Revenues | $ | 6,916,777 | $ | 11,244,143 | $ | 18,500,226 | $ | 6,352,154 | $ | 594,889 | $ | 22,090 | ||||||||||||
Profit on Sale of Properties | 7,149,318 | 3,113,871 | — | 158,777 | 145,659 | — | ||||||||||||||||||
Less: Operating Expenses | 4,206,048 | 5,592,738 | 6,699,094 | 2,815,081 | 233,660 | 4,264 | ||||||||||||||||||
General and Administrative Expenses | 187,856 | 181,192 | 154,620 | 81,474 | 12,452 | — | ||||||||||||||||||
Interest Expense | 2,093,425 | 2,743,523 | 3,662,498 | 1,244,057 | 196,158 | 7,528 | ||||||||||||||||||
Depreciation & Amortization | ||||||||||||||||||||||||
Net Income (Note A) | $ | 7,578,766 | $ | 5,840,561 | $ | 7,984,014 | $ | 2,370,319 | $ | 298,278 | $ | 10,298 | ||||||||||||
Taxable Income (loss) (Note A): | ||||||||||||||||||||||||
Cash Generated From: | ||||||||||||||||||||||||
Operations | $ | 852,077 | $ | 2,784,768 | $ | 7,669,401 | $ | 2,227,233 | $ | 179,878 | $ | 10,298 | ||||||||||||
Sales | 20,674,751 | 12,910,464 | — | 334,987 | 118,459 | — | ||||||||||||||||||
Refinancing | — | (10,403 | ) | 287,066 | — | — | — | |||||||||||||||||
Cash Generated From Operations, Sales & Refinancing | ||||||||||||||||||||||||
Before Additional Cash Adjustments | 21,526,828 | 15,684,829 | 7,956,467 | 2,562,220 | 298,337 | 10,298 | ||||||||||||||||||
Additional Cash Adjustments | — | |||||||||||||||||||||||
Less: Monthly Mortgage Principal Repayments | 113,815 | 144,097 | 105,701 | 34,142 | 10,842 | 1,709 | ||||||||||||||||||
Cash Generated From Operations, Sales & Refinancing | 21,413,013 | 15,540,732 | 7,850,766 | 2,528,078 | 287,495 | 8,589 | ||||||||||||||||||
Less: Cash Distributions to Investors From: | ||||||||||||||||||||||||
Operating Cash Flow | 1,287,582 | 2,785,059 | 3,965,091 | 1,229,694 | 133,559 | — | ||||||||||||||||||
Sales & Refinancing | 22,627,577 | 11,054,797 | 259,288 | 292,767 | — | — | ||||||||||||||||||
Other (return of capital) | — | — | 20,997 | — | — | — | ||||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions | (2,502,146 | ) | 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 | $ | (2,502,146 | ) | $ | 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 (Note A): | ||||||||||||||||||||||||
Cash Distributions to Investors | ||||||||||||||||||||||||
Sources (on Tax basis) | ||||||||||||||||||||||||
— Investment Income | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
— Return of Capital | — | — | 0.34 | — | — | — | ||||||||||||||||||
Sources (on Cash basis) | ||||||||||||||||||||||||
— Sales and Refinancings | 621.11 | 182.07 | 4.17 | 8.93 | — | — | ||||||||||||||||||
— Operations | $ | 35.34 | $ | 45.87 | $ | 63.81 | $ | 37.50 | $ | 49.47 | $ | — |
Note A: | 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. |
B-23
Table of Contents
2006 | 2005 | 2004 | 2003 | 2002 | 2001 | |||||||||||||||||||
122 | 100 | 60 | 36 | 18 | 2 | |||||||||||||||||||
TIC Programs | TIC Programs | TIC Programs | TIC Programs | TIC Programs | TIC Programs | |||||||||||||||||||
Gross Revenues | $ | 347,082,998 | $ | 223,989,121 | $ | 123,833,522 | $ | 49,985,826 | $ | 10,289,162 | $ | 289,525 | ||||||||||||
Profit on Sale of Properties | 43,206,574 | 40,431,309 | 3,365,199 | 271,349 | 238,351 | — | ||||||||||||||||||
Less: Operating Expenses | 128,756,625 | 84,528,514 | 42,279,579 | 16,483,532 | 2,244,979 | 56,333 | ||||||||||||||||||
General and Administrative Expenses | 8,955,406 | 4,139,960 | 1,880,132 | 743,942 | 158,790 | 667 | ||||||||||||||||||
Interest Expense | 127,331,230 | 69,878,315 | 31,662,838 | 13,542,988 | 3,502,694 | 86,346 | ||||||||||||||||||
Depreciation & Amortization | ||||||||||||||||||||||||
Net Income (Note A) | $ | 125,246,311 | $ | 105,873,641 | $ | 51,376,172 | $ | 19,486,713 | $ | 4,621,050 | $ | 146,179 | ||||||||||||
Taxable Income (loss) (Note A): | ||||||||||||||||||||||||
Cash Generated From: | ||||||||||||||||||||||||
Operations | $ | 85,851,907 | $ | 67,138,110 | $ | 47,630,032 | $ | 19,241,044 | $ | 4,427,302 | $ | 146,179 | ||||||||||||
Sales | 108,213,407 | 136,112,895 | 11,384,836 | 548,161 | 193,841 | — | ||||||||||||||||||
Refinancing | 2,929,222 | 7,627,089 | 532,216 | — | — | — | ||||||||||||||||||
Cash Generated From Operations, Sales & Refinancing | ||||||||||||||||||||||||
Before Additional Cash Adjustments | 196,994,536 | 210,878,094 | 59,547,084 | 19,789,205 | 4,621,143 | 146,179 | ||||||||||||||||||
Additional Cash Adjustments | — | |||||||||||||||||||||||
Less: Monthly Mortgage Principal Repayments | 5,901,064 | 7,228,058 | 5,284,292 | 1,786,305 | 373,923 | 15,017 | ||||||||||||||||||
Cash Generated From Operations, Sales & Refinancing | 191,093,472 | 203,650,036 | 54,262,792 | 18,002,900 | 4,247,220 | 131,162 | ||||||||||||||||||
Less: Cash Distributions to Investors From: | ||||||||||||||||||||||||
Operating Cash Flow | 72,526,681 | 50,220,956 | 27,309,563 | 10,247,083 | 2,213,443 | 22,395 | ||||||||||||||||||
Sales & Refinancing | 109,392,277 | 130,617,721 | 11,882,869 | 479,188 | — | — | ||||||||||||||||||
Other (return of capital) (Note B) | 3,831,095 | 338,295 | 480,254 | 117,219 | — | — | ||||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions | 5,343,419 | 22,473,064 | 14,590,106 | 7,159,410 | 2,033,777 | 108,767 | ||||||||||||||||||
Less: Special Items (not including Sales & Refinancing) | — | — | — | — | — | — | ||||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions and Special Items | $ | 5,343,419 | $ | 22,473,064 | $ | 14,590,106 | $ | 7,159,410 | $ | 2,033,777 | $ | 108,767 | ||||||||||||
Tax and Distribution Data Per $1,000 Invested | ||||||||||||||||||||||||
Federal Income Tax Results (Note A): | ||||||||||||||||||||||||
Cash Distributions to Investors Sources (on Tax basis) | ||||||||||||||||||||||||
— Investment Income | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
— Return of Capital | 2.86 | 0.37 | 0.90 | 0.48 | — | — | ||||||||||||||||||
Sources (on Cash basis) | ||||||||||||||||||||||||
— Sales and Refinancings | 81.54 | 141.47 | 22.32 | 1.96 | — | — | ||||||||||||||||||
— Operations | $ | 54.06 | $ | 54.39 | $ | 51.29 | $ | 41.93 | $ | 29.44 | $ | 3.57 |
Note A: | 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. | |
Note B: | Approximately $3,480,000 in 2006 is due to the following: utilization of equity funded reserves for designated repairs in apartment programs ($1,900,000); utilization of equity funded reserves for payment of mezzanine interest ($380,000); acceleration of payments for interest expense and property taxes for income tax purposes ($450,000); unbilled CAM and rents at December 31, 2006 ($630,000); and unanticipated expenses due to hurricane damage at two properties ($120,000). |
B-24
Table of Contents
2006 | 2005 | 2004 | 2003 | 2002 | 2001 | |||||||||||||||||||
Gross Revenues | $ | 2,522,318 | $ | 631,180 | $ | 2,034,929 | $ | 1,903,524 | $ | 2,154,090 | $ | 131,060 | ||||||||||||
Profit on Sale of Properties | 847,861 | 2,030,172 | — | 181,367 | 148,478 | — | ||||||||||||||||||
Less: Operating Expenses | 924,806 | 401,885 | 980,612 | 885,929 | 999,943 | 62,336 | ||||||||||||||||||
General and Administrative Expenses | 81,553 | 163,504 | 94,807 | 138,261 | 127,893 | — | ||||||||||||||||||
Interest Expense | 1,576,853 | 240,744 | 558,522 | 494,086 | 793,565 | 68,223 | ||||||||||||||||||
Depreciation & Amortization | — | 351,244 | 636,822 | 423,758 | 473,500 | 35,452 | ||||||||||||||||||
Net Income — Tax Basis | $ | 786,967 | $ | 1,503,975 | $ | (235,834 | ) | $ | 142,857 | $ | (92,333 | ) | $ | (34,951 | ) | |||||||||
Taxable Income From: | ||||||||||||||||||||||||
Operations | $ | (60,894 | ) | $ | (526,197 | ) | $ | (235,834 | ) | $ | (38,510 | ) | $ | (240,811 | ) | $ | (34,951 | ) | ||||||
Gain on Sale | 847,861 | 2,030,172 | — | 181,367 | 148,478 | — | ||||||||||||||||||
Cash Generated From: | ||||||||||||||||||||||||
Operations | (60,894 | ) | (174,953 | ) | 648,863 | 412,827 | 280,598 | 501 | ||||||||||||||||
Sales | 847,861 | 7,102,052 | — | 588,766 | 208,200 | — | ||||||||||||||||||
Refinancing | — | — | (88,806 | ) | — | — | — | |||||||||||||||||
Cash Generated From Operations, Sales & Refinancing | ||||||||||||||||||||||||
Before Additional Cash Adjustments | 786,967 | 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 | 786,967 | 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 | 1,898,534 | 2,623,375 | — | 588,766 | 208,200 | — | ||||||||||||||||||
Other (return of capital) | — | — | 121,775 | — | 130,342 | 17,848 | ||||||||||||||||||
Cash Generated (Deficiency) after Cash Distributions | (1,111,567 | ) | 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 | $ | (1,111,567 | ) | $ | 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 | $ | (2.67 | ) | $ | (47.87 | ) | $ | (21.45 | ) | $ | (3.50 | ) | $ | (21.91 | ) | $ | (13.66 | ) | ||||||
— from recapture | — | — | — | — | ||||||||||||||||||||
Capital Gain (Loss) | 37.19 | 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 | 83.28 | 238.66 | — | 53.56 | 18.94 | — | ||||||||||||||||||
— Refinancing | — | — | — | — | — | — | ||||||||||||||||||
— Operations | $ | — | $ | — | $ | 58.92 | $ | 16.44 | $ | 19.88 | $ | 0.20 |
B-25
Table of Contents
2006 | 2005 | 2004 | 2003 | |||||||||||||
closed | one | one | one | |||||||||||||
Notes Program | Notes Program | Notes Program | Notes Program | |||||||||||||
Gross Revenues | $ | — | $ | — | $ | 70,032 | $ | 413 | ||||||||
Profit on Sale of Properties | — | — | — | |||||||||||||
Less: Operating Expenses | — | — | — | |||||||||||||
General and Administrative Expenses | 22,751 | 7,823 | 82 | |||||||||||||
Interest Expense | 43,514 | 104,488 | 19,227 | |||||||||||||
Depreciation & Amortization | — | — | — | |||||||||||||
Net Income | $ | — | $ | (66,265 | ) | $ | (42,279 | ) | $ | (18,896 | ) | |||||
Taxable Income (Loss) | ||||||||||||||||
Cash Generated From: | ||||||||||||||||
Operations | $ | — | $ | (66,265 | ) | $ | (42,279 | ) | $ | (18,896 | ) | |||||
Sales | — | — | — | |||||||||||||
Refinancing | — | — | — | |||||||||||||
Cash Generated From Operations, Sales & Refinancing | ||||||||||||||||
Before Additional Cash Adjustments | — | (66,265 | ) | (42,279 | ) | (18,896 | ) | |||||||||
Additional Cash Adjustments | ||||||||||||||||
Less: Monthly Mortgage Principal Repayments | ||||||||||||||||
Cash Generated From Operations, Sales & Refinancing | — | (66,265 | ) | (42,279 | ) | (18,896 | ) | |||||||||
Less: Cash Distributions to Investors From: | ||||||||||||||||
Operating Cash Flow | — | — | — | |||||||||||||
Sales & Refinancing | — | — | — | |||||||||||||
Other (return of capital) | — | — | — | |||||||||||||
Cash Generated (Deficiency) after Cash Distributions | — | (66,265 | ) | (42,279 | ) | (18,896 | ) | |||||||||
Less: Special Items (not including Sales & Refinancing) | — | — | — | |||||||||||||
Cash Generated (Deficiency) after Cash Distributions and Special Items | $ | — | $ | (66,265 | ) | $ | (42,279 | ) | $ | (18,896 | ) | |||||
Tax and Distribution Data Per $1,000 Invested | ||||||||||||||||
Federal Income Tax Results (Note A): | ||||||||||||||||
Cash Distributions to Investors | ||||||||||||||||
Sources (on Tax basis) | ||||||||||||||||
— Investment Income | $ | — | $ | 11.00 | $ | 11.00 | $ | 11.00 | ||||||||
— Return of Capital | — | — | — | — | ||||||||||||
Sources (on Cash basis) | ||||||||||||||||
— Sales and Refinancing | — | — | — | — | ||||||||||||
— Operations | $ | — | $ | — | $ | — | $ | — |
B-26
Table of Contents
NNN | NNN | NNN | ||||||||||||||||||||||||||||||||||||||||||
2000 | NNN Town | NNN | NNN | NNN | Yerington | Tech | NNN | County | ||||||||||||||||||||||||||||||||||||
Tellride | Kiwi | Value | & | Bryant | Saddleback | Fund | Shopping | Fund | Alamosa | Center | ||||||||||||||||||||||||||||||||||
Barstow, | Assoc, | Fund, | Country, | Ranch, | Financial, | VIII, | Center, | III, | Plaza, | 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 (Note A): | ||||||||||||||||||||||||||||||||||||||||||||
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 | 181.08 | 129.11 | 496.14 | 446.45 | 210.94 | 247.48 |
Note: A | There are three 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. |
(1) | The investors received a note from buyer as distributed proceeds from the sale. |
B-27
Table of Contents
(1) | NNN | NNN | ||||||||||||||||||||||||||||||||||||||
Truckee | NNN | City | LV | NNN | ||||||||||||||||||||||||||||||||||||
River | NNN | Rocky | NNN | Center | 1900 | NNN | 801 | NNN | ||||||||||||||||||||||||||||||||
Office | North | Mountain | Jefferson | West | Aerojet | Park | K | NNN | Springtown | |||||||||||||||||||||||||||||||
Tower, | Reno | Exchange, | Square, | A, | Way | Sahara, | Street, | Timberhills, | Mall, | |||||||||||||||||||||||||||||||
LLC | LLC | LLC | LLC | LLC | LLC | LLC | LLC | LLC | LLC | |||||||||||||||||||||||||||||||
Dollar Amount Raised | $ | 5,550,000 | $ | 2,750,000 | $ | 2,670,000 | $ | 9,200,000 | $ | 1,237,803 | $ | 2,000,000 | $ | 4,953,000 | $ | 29,600,000 | $ | 3,695,375 | $ | 2,550,000 | ||||||||||||||||||||
Number of Properties Purchased | 1 | 1 | 1 | 2 | 1 | 1 | 5 | 1 | 1 | 1 | ||||||||||||||||||||||||||||||
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 | 31-Mar-04 | 27-Nov-01 | 21-Mar-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 | 26-Aug-05 | 19-Oct-05 | 2-Nov-05 | ||||||||||||||||||||||||||||||
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 | 26-Aug-05 | 19-Oct-05 | 2-Nov-05 | ||||||||||||||||||||||||||||||
Tax and Distribution Data Per $1,000 Invested | ||||||||||||||||||||||||||||||||||||||||
Federal Income Tax Results (Note A): | ||||||||||||||||||||||||||||||||||||||||
Cash Distributions to Investors | ||||||||||||||||||||||||||||||||||||||||
Sources (on Tax basis) | ||||||||||||||||||||||||||||||||||||||||
— Investment Income | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
— 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 | 1,124.72 | 1,387.80 | 1,206.35 | ||||||||||||||||||||||||||||||
— Refinancing | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
— Operations | 619.55 | 323.12 | 187.30 | 189.41 | 262.83 | 319.50 | 128.07 | 113.57 | 305.43 | 439.16 |
B-28
Table of Contents
NNN | ||||||||||||||||||||||||||||||||||||||||
NNN | NNN | NNN | NNN | NNN | Titan | |||||||||||||||||||||||||||||||||||
NNN | NNN | Exchange | 1851 | NNN | Oakey | City | Amber | Building | ||||||||||||||||||||||||||||||||
Emerald | Kahana | Fund | NNN | E 1st | Reno | Building | Center | Oaks | and | |||||||||||||||||||||||||||||||
Plaza, | Gateway, | III, | PCP 1, | Street, | Trademark, | 2003, | West B, | III, | Plaza, | |||||||||||||||||||||||||||||||
LLC | LLC | LLC | LLC | LLC | LLC | LLC | LLC | LLC | LLC | |||||||||||||||||||||||||||||||
Dollar Amount Raised | $ | 42,800,000 | $ | 8,140,000 | $ | 6,300,000 | $ | 5,800,000 | $ | 20,500,000 | $ | 3,850,000 | $ | 8,270,000 | $ | 8,200,000 | $ | 10,070,000 | $ | 2,219,808 | ||||||||||||||||||||
Number of Properties Purchased | 1 | 3 | 1 | 6 | 1 | 1 | 1 | 1 | 1 | 1 | ||||||||||||||||||||||||||||||
Date of Closing of Offering | 5-Jan-05 | 6-Mar-03 | 31-May-00 | 25-Jun-02 | 29-Jul-03 | 29-Sep-01 | 19-May-04 | 15-Jun-02 | 20-Jan-04 | 28-May-02 | ||||||||||||||||||||||||||||||
Date of First Sale of Property | 10-Nov-05 | 15-Nov-05 | 9-Dec-05 | 10-Oct-02 | 9-Jan-06 | 23-Jan-06 | 24-Jan-06 | 17-Apr-06 | 15-Jun-06 | 21-Jul-06 | ||||||||||||||||||||||||||||||
Date of Final Sale of Property | 10-Nov-05 | 15-Nov-05 | 9-Dec-05 | 29-Dec-05 | 9-Jan-06 | 23-Jan-06 | 24-Jan-06 | 17-Apr-06 | 15-Jun-06 | 21-Jul-06 | ||||||||||||||||||||||||||||||
Tax and Distribution Data Per $1,000 Invested | ||||||||||||||||||||||||||||||||||||||||
Federal Income Tax Results (Note A): | ||||||||||||||||||||||||||||||||||||||||
Cash Distributions to Investors | ||||||||||||||||||||||||||||||||||||||||
Sources (on Tax basis) | ||||||||||||||||||||||||||||||||||||||||
— Investment Income | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
— Return of Capital | — | — | 14.36 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Sources (on Cash basis) | ||||||||||||||||||||||||||||||||||||||||
— Sales | 1,203.34 | 1,638.63 | 427.98 | 1,016.63 | 1,262.45 | 1,256.62 | 1,343.87 | 1,882.87 | 1,622.67 | 1,582.58 | ||||||||||||||||||||||||||||||
— Refinancing | — | — | — | — | — | 283.64 | — | — | — | — | ||||||||||||||||||||||||||||||
— Operations | 92.28 | 252.29 | 231.59 | 283.85 | 238.01 | 361.45 | 136.48 | 306.07 | 190.19 | 589.44 |
B-29
Table of Contents
NNN | NNN | NNN | NNN | |||||||||||||||||||||||||
NNN | 901 | NNN | 2004 | 2005 | 2006 | |||||||||||||||||||||||
Las Cimas | Corporate | Sacramento | Notes | Notes | Notes | |||||||||||||||||||||||
II and III, | Center, | Corporate, | Program, | Program, | Program, | Program | ||||||||||||||||||||||
LLC | LLC | LLC | LLC | LLC | LLC | Totals | ||||||||||||||||||||||
Dollar Amount Raised | $ | 32,250,000 | $ | 6,292,125 | $ | 12,000,000 | $ | 5,000,000 | $ | 1,044,881 | $ | 285,224,444 | ||||||||||||||||
Number of Properties Purchased | 2 | 1 | 1 | N/A | N/A | N/A | 57 | |||||||||||||||||||||
Date of Closing of Offering | 9-Dec-04 | 3-Oct-03 | 21-May-01 | 14-Aug-01 | 14-Aug-01 | 22-May-03 | ||||||||||||||||||||||
Date of First Sale of Property | 7-Aug-06 | 22-Aug-06 | 17-Nov-06 | N/A | N/A | N/A | ||||||||||||||||||||||
Date of Final Sale of Property | 7-Aug-06 | 22-Aug-06 | 17-Nov-06 | N/A | N/A | N/A | ||||||||||||||||||||||
Tax and Distribution Data Per $1,000 Invested | ||||||||||||||||||||||||||||
Federal Income Tax Results (Note A): | ||||||||||||||||||||||||||||
Cash Distributions to Investors | ||||||||||||||||||||||||||||
Sources (on Tax basis) | ||||||||||||||||||||||||||||
— Investment Income | — | — | — | 66.00 | 33.00 | 30.00 | ||||||||||||||||||||||
— Return of Capital | — | 10.89 | — | — | — | — | ||||||||||||||||||||||
Sources (on Cash basis) | ||||||||||||||||||||||||||||
— Sales | 1,328.68 | 1,190.72 | 1,396.11 | — | — | — | ||||||||||||||||||||||
— Refinancing | — | — | — | — | — | — | ||||||||||||||||||||||
— Operations | 199.70 | 172.94 | 405.69 | — | — | — |
B-30
Table of Contents
Cost of Properties | ||||||||||||||||||||||||||||||||||||||||||||||||
Including Closing & Soft Costs | ||||||||||||||||||||||||||||||||||||||||||||||||
(3) | ||||||||||||||||||||||||||||||||||||||||||||||||
Selling Price, | Total | (4) | ||||||||||||||||||||||||||||||||||||||||||||||
Net of Closing Costs & GAAP Adjustments | Acquisition | (Deficiency) | ||||||||||||||||||||||||||||||||||||||||||||||
(2) | Adjustments | Costs, | of Property | |||||||||||||||||||||||||||||||||||||||||||||
Cash | Purchase | Resulting | Capital | Operating | ||||||||||||||||||||||||||||||||||||||||||||
Received | Mortgage | Mortgage | from | (3) | Improvements | Cash | ||||||||||||||||||||||||||||||||||||||||||
Date | Net of | Balance | Taken | Application | Original | Closing & | Gain on | Receipts | ||||||||||||||||||||||||||||||||||||||||
(1) | Date | of | Closing | at Time | Back by | of | Mortgage | Soft | Sale of | Over Cash | ||||||||||||||||||||||||||||||||||||||
Property | Acquired | Sale | Costs | of Sale | Program | GAAP | Total | Financing | Costs | Total | Investment | Expenditures | ||||||||||||||||||||||||||||||||||||
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 | $ | — | $ | 5,275,000 | $ | 2,105,747 | N/A | $ | 7,380,747 | $ | 5,275,000 | $ | 2,541,815 | $ | 7,816,815 | $ | (436,068 | ) | $ | 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 | ||||||||||||||||||||||||||||
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 | $ | 157,107 | ||||||||||||||||||||||||||||
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 |
B-31
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Cost of Properties | ||||||||||||||||||||||||||||||||||||||||||||||||
Including Closing & Soft Costs | ||||||||||||||||||||||||||||||||||||||||||||||||
(3) | (4) | |||||||||||||||||||||||||||||||||||||||||||||||
Selling Price, | Total | (Deficiency) | ||||||||||||||||||||||||||||||||||||||||||||||
Net of Closing Costs & GAAP Adjustments | Acquisition | of | ||||||||||||||||||||||||||||||||||||||||||||||
(2) | Adjustments | Costs, | Property | |||||||||||||||||||||||||||||||||||||||||||||
Cash | Purchase | Resulting | Capital | Operating | ||||||||||||||||||||||||||||||||||||||||||||
Received | Mortgage | Mortgage | from | (3) | Improvements | Cash | ||||||||||||||||||||||||||||||||||||||||||
Date | Net of | Balance | Taken | Application | Original | Closing & | Gain on | Receipts | ||||||||||||||||||||||||||||||||||||||||
(1) | Date | of | Closing | at Time | Back by | of | Mortgage | Soft | Sale of | Over Cash | ||||||||||||||||||||||||||||||||||||||
Property | Acquired | Sale | Costs | of Sale | Program | GAAP | Total | Financing | Costs | Total | Investment | Expenditures | ||||||||||||||||||||||||||||||||||||
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 | ) | |||||||||||||||||||||||||||
1851 E 1st Street, Santa Ana, CA | Jun-03 | Jan-06 | $ | 24,141,399 | $ | 49,000,000 | N/A | N/A | $ | 73,141,399 | $ | 45,375,000 | $ | 18,587,746 | $ | 63,962,746 | $ | 9,178,653 | $ | (977,472 | ) | |||||||||||||||||||||||||||
Reno Trademark, Reno, NV(15) | Sep-01 | Jan-06 | $ | 5,742,885 | $ | 4,444,615 | N/A | N/A | $ | 10,187,500 | $ | 2,700,000 | $ | 4,919,977 | $ | 7,619,977 | $ | 2,567,523 | $ | 78,045 | ||||||||||||||||||||||||||||
Oakey Building, Las Vegas, NV(16) | Apr-04 | Jan-06 | $ | 7,428,067 | $ | 10,650,000 | N/A | N/A | $ | 18,078,067 | $ | 4,000,000 | $ | 11,441,254 | $ | 15,441,254 | $ | 2,636,813 | $ | 1,626,067 | ||||||||||||||||||||||||||||
City Center West ‘B’, Las Vegas, NV | Jan-02 | Apr-06 | $ | 18,318,726 | $ | 14,115,548 | N/A | N/A | $ | 32,434,274 | $ | 14,650,000 | $ | 7,515,962 | $ | 22,165,962 | $ | 10,268,312 | $ | (3,257,037 | ) | |||||||||||||||||||||||||||
Amber Oaks III, Austin, TX(17) | Jan-04 | Jun-06 | $ | 16,252,892 | $ | 15,000,000 | N/A | N/A | $ | 31,252,892 | $ | 15,000,000 | $ | 9,736,741 | $ | 24,736,741 | $ | 6,516,151 | $ | 1,412,415 | ||||||||||||||||||||||||||||
Titan Building and Plaza, San Antonio, TX(18) | Apr-02 | Jul-06 | $ | 6,521,705 | $ | 6,900,000 | N/A | N/A | $ | 13,421,705 | $ | 6,000,000 | $ | 4,130,277 | $ | 10,130,277 | $ | 3,291,428 | $ | 1,564,882 | ||||||||||||||||||||||||||||
Las Cimas II and III, Austin, TX | Sep-04 | Aug-06 | $ | 44,214,822 | $ | 45,217,600 | N/A | N/A | $ | 89,432,422 | $ | 46,800,000 | $ | 27,046,337 | $ | 73,846,337 | $ | 15,586,085 | $ | (568,942 | ) | |||||||||||||||||||||||||||
901 Corporate Center, Monterey Park, CA | Aug-03 | Aug-06 | $ | 8,602,046 | $ | 10,905,994 | N/A | N/A | $ | 19,508,040 | $ | 11,310,000 | $ | 5,361,786 | $ | 16,671,786 | $ | 2,836,254 | $ | (917,688 | ) | |||||||||||||||||||||||||||
Sacramento Corporate Center, Sacramento, CA | Mar-01 | Nov-06 | $ | 22,734,929 | $ | 21,213,069 | N/A | N/A | $ | 43,947,998 | $ | 22,250,000 | $ | 14,333,839 | $ | 36,583,839 | $ | 7,364,159 | $ | (255,104 | ) | |||||||||||||||||||||||||||
Parkwood I and II, Woodlands, TX | Dec-02 | Dec-06 | $ | 10,197,512 | $ | 14,531,163 | N/A | N/A | $ | 24,728,675 | $ | 13,922,000 | $ | 8,534,931 | $ | 22,456,931 | $ | 2,271,744 | $ | 3,217,904 |
(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. TREIT, Inc, affiliate owned 25% of the property. The above reflects property level sale results, or 100% of the ownership. | |
(6) | TREIT Inc, a Triple Net affiliate owned a 16% tenant in common interest in the NNN County Center Drive, LLC. The private program owning 100% of the property. |
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(7) | This property was sold to Triple Net Properties. | |
(8) | A private program owned 10.875% of the property. TREIT, Inc, a 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) | TREIT, 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, a 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) | TREIT, Inc, an affiliate owned a 37.9% membership interest in NNN Pacific Corporate Park I, LLC which had a 60% interest in the property. |
(15) | A private program owned 60% of the property. TREIT, Inc, an affiliate owned 40% of the property. The above reflects property level sale results, or 100% ownership. |
(16) | NNN 2003 Value Fund, LLC and TREIT, Inc, affiliates, respectively owned a 75.4% and 9.8% membership interests in NNN Oakey 2003, LLC which owned 100% of the property. |
(17) | TREIT, Inc, an affiliate owned a 75% tenant in common interest in NNN Amber Oaks, LLC. The private program owned 100% of the property. |
(18) | A private program owned 51.5% of the property. TREIT, Inc, an affiliate owned 48.5% of the property. The above reflects property level sale results, or 100% ownership. |
* | Partial sales of the White Lakes Mall, 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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C-5
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DISTRIBUTION REINVESTMENT PLAN
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D-2
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Table of Contents
• | the status of our initial public offering; | |
• | changes to the suitability standards for investors; |
• | the acquisition of Moreno Marketplace, a multi-tenant retail center located in Moreno Valley, California; |
• | our operating partnership’s entry into a revolving line of credit with KeyBank National Association; |
• | a waiver of a covenant under our credit agreement; | |
• | selected financial data; | |
• | a description of our current portfolio; | |
• | information regarding our indebtedness; | |
• | information regarding our distributions; | |
• | information regarding redemptions of shares; | |
• | compensation paid to our advisor; | |
• | a change in our certifying accountant; | |
• | our new IRA fee arrangement with Community National Bank; | |
• | a revised form of the Subscription Agreement; |
• | a change to our “Experts” section of the prospectus; |
• | “Management’s Discussion and Analysis of Financial Condition and Results of Operations” similar to that included in our Quarterly Report onForm 10-Q for the three and nine months ended September 30, 2009, filed with the Securities and Exchange Commission on November 16, 2009; |
• | our consolidated financial statements as of September 30, 2009 and December 31, 2008 and for the three and nine months ended September 30, 2009 (unaudited); |
• | the statement of revenues and certain expenses for Moreno Marketplace for the period from November 10, 2009 (date of commencement of operations) to September 30, 2009; and |
• | our unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2009 reflecting the acquisition of Moreno Marketplace. |
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3
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Selected Financial Data | September 30, 2009 | December 31, 2008 | ||||||
BALANCE SHEET DATA: | ||||||||
Total assets | $ | 1,728,884 | $ | 202,000 | ||||
Total liabilities | $ | 1,615,977 | $ | — | ||||
Total equity | $ | 112,907 | $ | 202,000 | ||||
Period from | ||||||||
October 16, 2008 | ||||||||
Nine Months | (Date of Inception) | |||||||
Ended | through | |||||||
September 30, 2009 | December 31, 2008 | |||||||
STATEMENT OF OPERATIONS DATA: | ||||||||
Total revenues | $ | 10 | $ | — | ||||
Rental income | $ | — | $ | — | ||||
Interest income | $ | 10 | $ | — | ||||
Rental expenses: | $ | — | — | |||||
General and administrative | $ | 89,103 | $ | — | ||||
Net loss | $ | (89,093 | ) | $ | — | |||
STATEMENT OF CASH FLOWS DATA: | ||||||||
Net cash flows provided by (used in) operating activities | $ | 410 | $ | (571 | ) | |||
Net cash flows used in investing activities | $ | — | $ | — | ||||
Net cash flows provided by financing activities | $ | — | $ | 202,000 | ||||
OTHER DATA: | ||||||||
Distributions declared | $ | — | $ | — | ||||
Distributions declared per share | $ | — | $ | — | ||||
Funds from operations | $ | — | $ | — | ||||
Net operating income | $ | — | $ | — |
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Square | Purchase | |||||||||||||||||||||||||||||||
Property Name | Interest | Property | Feet | Occupancy(1) | Date | Price | Debt(2) | Date(3) | Location | |||||||||||||||||||||||
Moreno Marketplace | 100 | % | Retail | 94,574 | 58.4 | % | 11/19/2009 | $ | 12.500,000 | 10,470,000 | 11/19/2011 | Moreno Valley, CA |
(1) | Occupancy of 58.4% is based on total square footage of the Moreno Property of 94,574 square feet. Occupancy based on total rentable square footage of 78,743 is 70.1%. The property also consists of two pads totaling 15,831 square feet that are available for rent. |
(2) | As of March 10, 2010, financing related to the acquisition of the Moreno Property consisted of (1) a loan in the aggregate principal amount of $9,220,000, as evidenced by Moreno Property Note and (2) a loan in the aggregate principal amount of $1,250,000, evidenced by the Convertible Note. As of December 28, 2009, we had repaid the full aggregate amount of $675,525 outstanding under our operating partnership’s revolving credit agreement. |
(3) | The Moreno Property Note has an initial maturity date of November 19, 2011, which may be extended subject to certain conditions. |
Average | Average | |||||||||||||||
Occupancy | Occupancy | |||||||||||||||
Rate | Rate | Average Annual | Average Effective | |||||||||||||
(Based on | (Based on | Rental Rate per | Annual Rental Rate | |||||||||||||
Year | Total sq ft) | Rentable sq ft) | Square Foot | per Square Foot | ||||||||||||
2008(1) | 51.8 | % | 62.2 | % | $ | 17.34 | $ | 18.57 | ||||||||
2009(2) | 58.4 | % | 70.1 | % | $ | 19.18 | $ | 20.58 |
(1) | Construction on the Moreno Property was completed in October 2008. Stater Bros. and Wells Fargo were the only tenants for the Moreno Property for November and December 2008. |
(2) | We acquired the Moreno Property on November 19, 2009. The amounts shown here include the rates prior to our acquisition under the existing leases. |
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Year Ended | ||||
December 31, 2009 | ||||
Ordinary income | 0 | % | ||
Capital gain | 0 | |||
Return of capital | 100 | |||
100 | % |
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(the date we commenced operations) through December 31, 2009
Type of Fee or Reimbursement | ||||
Offering Stage: | ||||
Selling commissions | $ | 261,969 | ||
Dealer manager fees | $ | 115,958 | ||
Other organization and offering expenses | $ | 128,246 | ||
Operational Stage: | ||||
Acquisition fee | $ | 202,125 | ||
Origination fee | — | |||
Asset management fee | — | |||
Property management and leasing fee | — | |||
Operating expenses | 347,462 | |||
Acquisition expenses | — | |||
Disposition Stage: | ||||
Disposition fee | — | |||
Subordinated participation in net sale proceeds | — | |||
Subordinated listing fee | — | |||
Subordinated fee upon termination | — |
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12
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Years | ||||
Buildings and improvements | 5-40 years | |||
Exterior improvements | 10-20 years | |||
Equipment and fixtures | 5-10 years |
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17
Page | ||||
TNP Strategic Retail Trust, Inc. | ||||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
Moreno Marketplace | ||||
F-13 | ||||
F-14 | ||||
F-15 | ||||
Pro Forma Financial Information for TNP Strategic Retail Trust, Inc. | ||||
F-18 | ||||
F-19 | ||||
F-20 |
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September 30, 2009 | December 31, 2008 | |||||||
(Unaudited) | ||||||||
Assets | ||||||||
Cash | $ | 201,839 | $ | 201,429 | ||||
Restricted cash | 127,010 | — | ||||||
Deferred costs | 1,361,470 | — | ||||||
Prepaid expenses | 38,404 | — | ||||||
Other receivable | 161 | 571 | ||||||
Total Assets | $ | 1,728,884 | $ | 202,000 | ||||
Liabilities and Equity Liabilities: | ||||||||
Due to related party | $ | 1,491,477 | $ | — | ||||
Subscriptions for common shares | 124,500 | — | ||||||
Total Liabilities | $ | 1,615,977 | $ | — | ||||
Commitments and Contingencies | ||||||||
Equity: | ||||||||
Stockholder’s Equity: | ||||||||
Common stock, $0.01 par value per share; 400,000,000 shares authorized, 22,222 shares issued and outstanding at September 30, 2009 and December 31, 2008 | 222 | 222 | ||||||
Additional paid-in capital | 199,778 | 199,778 | ||||||
Accumulated deficit | (89,093 | ) | — | |||||
Total stockholder’s equity | 110,907 | 200,000 | ||||||
Noncontrolling interest | 2,000 | 2,000 | ||||||
Total Equity | 112,907 | 202,000 | ||||||
Total Liabilities and Equity | $ | 1,728,884 | $ | 202,000 | ||||
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For the Three Months | For the Nine Months | |||||||
Ended September 30, 2009 | Ended September 30, 2009 | |||||||
(Unaudited) | ||||||||
Revenues | ||||||||
Rental income | $ | — | $ | — | ||||
Interest income | 10 | 10 | ||||||
10 | 10 | |||||||
Expenses | ||||||||
Rental expenses | — | — | ||||||
General and administrative | 89,103 | 89,103 | ||||||
89,103 | 89,103 | |||||||
Net loss | $ | (89,093 | ) | $ | (89,093 | ) | ||
Net loss per common share—basic & diluted | $ | (4.01 | ) | $ | (4.01 | ) | ||
Weighted average number of common shares outstanding— basic & diluted | 22,222 | 22,222 | ||||||
Distributions declared | $ | — | $ | — | ||||
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Additional | ||||||||||||||||||||||||||||
Number of | Par | Paid-in | Accumulated | Stockholders’ | Noncontrolling | Total | ||||||||||||||||||||||
Shares | Value | Capital | Deficit | Equity | Interest | Equity | ||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||
BALANCE—October 16, 2008 (inception) | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
Issuance of common stock | 22,222 | $ | 222 | $ | 199,778 | $ | — | $ | 200,000 | $ | — | $ | 200,000 | |||||||||||||||
Contributions from noncontrolling interest | — | — | — | — | — | $ | 2,000 | $ | 2,000 | |||||||||||||||||||
BALANCE—December 31, 2008 | 22,222 | 222 | 199,778 | — | 200,000 | 2,000 | 202,000 | |||||||||||||||||||||
Net loss | — | — | — | (89,093 | ) | (89,093 | ) | — | (89,093 | ) | ||||||||||||||||||
BALANCE—September 30, 2009 | 22,222 | $ | 222 | $ | 199,778 | $ | (89,093 | ) | $ | 110,907 | $ | 2,000 | $ | 112,907 | ||||||||||||||
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For the | ||||
Nine Months Ended | ||||
September 30, 2009 | ||||
(Unaudited) | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ | (89,093 | ) | |
Adjustment to reconcile net loss to net cash provided by operating activities: | ||||
Changes in assets and liabilities: | ||||
Restricted cash | (10 | ) | ||
Prepaid expenses | (38,404 | ) | ||
Other receivable | 410 | |||
Due to related party | 127,507 | |||
Net cash provided by operating activities | 410 | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Increase in restricted cash from subscription proceeds | (124,500 | ) | ||
Subscription proceeds due to investors | 124,500 | |||
Net cash used in financing activities | — | |||
NET INCREASE IN CASH | 410 | |||
CASH—Beginning of the period | 201,429 | |||
CASH—End of the period | $ | 201,839 | ||
Supplemental disclosure of non-cash financing activity-accrual of deferred costs paid by related party | $ | 1,361,470 |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(Unaudited)
1. | Organization |
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2. | Summary of Significant Accounting Policies |
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Years | ||||
Buildings and improvements | 5-40 years | |||
Exterior improvements | 10-20 years | |||
Equipment and fixtures | 5-10 years |
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3. | Capitalization |
4. | Related Party Arrangements |
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5. | Incentive Award Plan |
6. | Subordinated Participation Interest |
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7. | Subsequent Events |
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For the Period From | ||||
November 10, 2008 | ||||
(Date of | ||||
Commencement of | ||||
Operations) | ||||
to September 30, 2009 | ||||
Revenues: | ||||
Rental income | $ | 1,010,000 | ||
Other property income | 78,000 | |||
1,088,000 | ||||
Certain expenses: | ||||
Grounds maintenance | 33,000 | |||
Building maintenance | 11,000 | |||
Real estate taxes | 53,000 | |||
Electricity, water and gas utilities | 47,000 | |||
Property management fees | 54,000 | |||
Insurance | 40,000 | |||
General and administrative | 20,000 | |||
Total certain expenses | 258,000 | |||
Revenues in excess of certain expenses | $ | 830,000 | ||
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NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
For The Period From November 10, 2008 (Date of Commencement of Operations)
To September 30, 2009
NOTE 1— | ORGANIZATION AND BASIS OF PRESENTATION |
NOTE 2— | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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NOTE 3— | LEASES |
Years Ending December 31, | ||||
2009 (three months remaining) | $ | 343,000 | ||
2010 | 1,068,000 | |||
2011 | 1,070,000 | |||
2012 | 1,073,000 | |||
2013 | 1,078,000 | |||
2014 | 1,055,000 | |||
Thereafter | 14,059,000 | |||
$ | 19,746,000 | |||
NOTE 4— | TENANT CONCENTRATION |
Aggregate Rental | % Aggregate Rental | |||||||||||
Income For the | Income For the | |||||||||||
Period From | Period From | |||||||||||
November 10, 2008 | November 10, 2008 | |||||||||||
(Date of | (Date of | |||||||||||
Commencement of | Commencement of | |||||||||||
Date of Lease | Operations) to | Operations) to | ||||||||||
Tenant Name | Expiration | September 30, 2009 | September 30, 2009 | |||||||||
Stater Bros. Markets | November 2028 | $ | 711,000 | 70 | % |
NOTE 5— | COMMITMENTS AND CONTINGENCIES |
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NOTE 6— | SUBSEQUENT EVENT |
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F-18
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For the | Pro Forma | |||||||||||
Nine Months Ended | For the | |||||||||||
as Reported | Nine Months Ended | |||||||||||
September 30, | Pro Forma | September 30, | ||||||||||
2009(A) | Adjustments | 2009 | ||||||||||
(Unaudited) | ||||||||||||
Revenues: | ||||||||||||
Rental income | $ | — | $ | 835,949 | (B) | $ | 835,949 | |||||
Other property income | 10 | 72,900 | (B) | 72,910 | ||||||||
Total Revenue | $ | 10 | 908,849 | $ | 908,859 | |||||||
Expenses: | ||||||||||||
Grounds maintenance | $ | — | $ | 33,428 | (C) | $ | 33,428 | |||||
Building maintenance | — | 9,752 | (C) | 9,752 | ||||||||
Real estate taxes | — | 72,900 | (C) | 72,900 | ||||||||
Electricity, water and gas utilities | — | 43,350 | (C) | 43,350 | ||||||||
Property management fees | — | 36,354 | (F) | 36,354 | ||||||||
Insurance | — | 34,432 | (C) | 34,432 | ||||||||
General and administrative | 89,103 | 9,538 | (C) | 98,641 | ||||||||
Acquisition expenses | — | 406,156 | (D) | 406,156 | ||||||||
Deprecation and amortization | — | 312,096 | (E) | 312,096 | ||||||||
Operating income (loss) | (89,093 | ) | (49,157 | ) | (138,250 | ) | ||||||
Interest Expense | — | 418,814 | (G) | 418,814 | ||||||||
Net income (loss) | $ | (89,093 | ) | $ | (467,971 | ) | $ | (557,064 | ) | |||
Net income (loss) per common share | (4.01 | ) | (21.06 | ) | (25.07 | ) | ||||||
Weighted average number of common shares outstanding | 22,222 | 22,222 | 22,222 | |||||||||
Distributions declared | — | — | — |
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(A) | Reflects our historical consolidated operations for the nine months ended September 30, 2009. |
(B) | Reflects rental revenues and other income based on the historical and pro forma operations for the nine months ended September 30, 2009. |
(C) | Reflects property operating expenses (not reflected in the historical statement of operations of TNP Strategic Retail Trust REIT, Inc. for the nine months ended September 30, 2009) based on the historical operations of the previous owner. |
(D) | Represents real estate acquisition costs incurred subsequent to the year ended September 30, 2009 related to the acquisition of the Property. |
(E) | Represents depreciation expense based on the allocation of the purchase price. Buildings and improvements are depreciated on a straight-line method over a 45- and10-year period, respectively. The amortization of above market leases, leasing commissions, in-place leases, and legal/marketing fees is based on an allocation of $247,000, $1,169,000, $1,167,000, and $56,000, respectively, which is amortized over 18 years. The Company allocates the purchase price in accordance with Financial Accounting Standards Board Statement No. 141R, Business Combinations (“FAS 141R”). Under FAS 141R, the purchase price is allocated to a property’s tangible and intangible assets at their estimated fair value. |
(F) | Represents property management fees that would be due to our advisor had the asset been acquired on January 1, 2009. The advisory agreement requires us to pay our property management company a monthly property management fee of 4% of gross revenue. |
(G) | Represents interest expense which is calculated for the entire nine-month period and is based on the interest rate of 5.5%. |
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Item 31. | Other Expenses of Issuance and Distribution. |
Amount | ||||
SEC registration fee | $ | 43,000 | ||
FINRA filing fee | $ | 76,000 | ||
Accounting fees and expenses | $ | 2,000,000 | ||
Legal fees and expenses | $ | 2,000,000 | ||
Marketing, sales and advertising expenses | $ | 3,307,000 | ||
Blue Sky fees and expenses | $ | 120,000 | ||
Printing and postage expenses | $ | 4,468,000 | ||
Technology Expenses | $ | 140,000 | ||
Investor relations expenses and administration fees | $ | 346,000 | ||
Bona fide due diligence expense reimbursements | $ | 5,000,000 | ||
Total | $ | 17,500,000 |
Item 32. | Sales to Special Parties. |
Item 33. | Recent Sales of Unregistered Securities. |
Item 34. | Indemnification of Directors and Officers. |
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Item 35. | Treatment of Proceeds from Securities Being Registered. |
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Item 36. | Financial Statements and Exhibits. |
Financial Statements of TNP Strategic Retail Trust, Inc. | ||||
Report of Independent Registered Public Accounting Firm | ||||
Consolidated Balance Sheets as of December 31, 2008 and March 31, 2009 (unaudited) | ||||
Consolidated Statement of Operations for the period from October 16, 2008 (date of inception) through December 31, 2008 and for the three months ended March 31, 2009 (unaudited) | ||||
Consolidated Statements of Equity for the period from October 16, 2008 (date of inception) through December 31, 2008 and for the three months ended March 31, 2009 (unaudited) | ||||
Consolidated Statements of Cash Flows for the period from October 16, 2008 (date of inception) through December 31, 2008 and for the three months ended March 31, 2009 (unaudited) | ||||
Notes to Condensed Financial Statements | ||||
Supplement No. 3 dated March 16, 2010 | ||||
Financial Statements of TNP Strategic Retail Trust, Inc. | ||||
Consolidated Balance Sheets as of September 30, 2009 and December 31, 2008 (unaudited) | ||||
Consolidated Statements of Operations for the three and nine months ended September 30, 2009 (unaudited) | ||||
Consolidated Statements of Equity for the nine months ended September 30, 2009 and the Period from October 16, 2008 (inception) through December 31, 2008 (unaudited) | ||||
Consolidated Statement of Cash Flows for the nine months ended September 30, 2009 (unaudited) | ||||
Notes to Consolidated Financial Statements | ||||
Financial Statements for Moreno Marketplace | ||||
Independent Auditors’ Report | ||||
Statement of Revenues and Certain Expenses For the Period From November 10, 2008 (Date of Commencement of Operations) to September 30, 2009 | ||||
Notes to the Combined Statement of Revenues and Certain Expenses | ||||
Pro Forma Financial Information for TNP Strategic Retail Trust, Inc. | ||||
Summary of Unaudited Pro Forma Financial Statements | ||||
Pro Forma Consolidated Statement of Operations For the Nine Months ended September 30, 2009 (unaudited) | ||||
Notes to Unaudited Pro Forma Consolidation Statement of Operations |
**1 | .1 | Dealer Manager Agreement | ||
**1 | .2 | Form of Participating Dealer Agreement (included as Appendix A to Exhibit 1.1) | ||
**3 | .1 | Articles of Amendment and Restatement of TNP Strategic Retail Trust, Inc. | ||
**3 | .2 | Bylaws of TNP Strategic Retail Trust, Inc. | ||
4 | .1 | Form of Subscription Agreement (included in the Prospectus Supplement No. 3 as Annex A and incorporated herein by reference) | ||
4 | .2 | Form of Distribution Reinvestment Plan (included in the Prospectus as Appendix D and incorporated herein by reference) | ||
**5 | .1 | Opinion of Venable LLP as to the legality of the securities being registered |
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**8 | .1 | Opinion of Alston & Bird LLP regarding certain federal income tax considerations | ||
**10 | .1 | Escrow Agreement | ||
**10 | .2 | Advisory Agreement | ||
**10 | .3 | Limited Partnership Agreement of TNP Strategic Retail Operating Partnership, LP | ||
**10 | .4 | TNP Strategic Retail Trust, Inc. 2009 Long-Term Incentive Plan | ||
**10 | .5 | TNP Strategic Retail Trust, Inc. Amended and Restated Independent Directors Compensation Plan | ||
10 | .6 | Purchase and Sale Agreement Regarding Moreno Marketplace Shopping Center, dated September 22, 2009 (incorporated by reference to Exhibit 10.1 to the Current Report onForm 8-K filed on November 24, 2009 (the “November 24Form 8-K”) | ||
10 | .7 | Assignment of Purchase and Sale Agreement, dated October 21, 2009 (incorporated by reference to Exhibit 10.2 to the November 24Form 8-K) | ||
10 | .8 | Assignment of Purchase and Sale Agreement, dated November 19, 2009 (incorporated by reference to Exhibit 10.3 to the November 24Form 8-K) | ||
10 | .9 | Promissory Note of TNP SRT Moreno Marketplace, LLC, dated November 12, 2009, in favor of KeyBank National Association (incorporated by reference to Exhibit 10.9 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | ||
10 | .10 | Subordinated Convertible Promissory Note of TNP SRT Moreno Marketplace, LLC, dated November 18, 2009, in favor of Moreno Retail Partners, LLC (incorporated by reference to Exhibit 10.10 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | ||
10 | .11 | Guaranty, dated November 12, 2009, by and between TNP Strategic Retail Trust, Inc. and Anthony W. Thompson, for the benefit of KeyBank National Association (incorporated by reference to Exhibit 10.11 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | ||
10 | .12 | Environmental Indemnity Agreement, dated November 12, 2009, by and among TNP SRT Moreno Marketplace, LLC, TNP Strategic Retail Trust, Inc., Moreno Retail Partners, LLC, John Skeffington, William Skeffington and KeyBank National Association (incorporated by reference to Exhibit 10.12 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | ||
10 | .13 | Reimbursement and Fee Agreement, dated November 20, 2009, by and among TNP SRT Moreno Marketplace, LLC, TNP Strategic Retail Trust, Inc. and Anthony W. Thompson (incorporated by reference to Exhibit 10.13 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | ||
10 | .14 | Revolving Credit Agreement, dated November 12, 2009, by and among TNP Strategic Retail Operating Partnership, LP, TNP Strategic Retail Trust, Inc. and KeyBank National Association (incorporated by reference to Exhibit 10.14 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | ||
10 | .15 | Revolving Credit Note of TNP Strategic Retail Operating Partnership, LP, dated November 12, 2009, in favor of KeyBank National Association (incorporated by reference to Exhibit 10.15 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | ||
10 | .16 | Guaranty Agreement, dated November 12, 2009, by and among TNP Strategic Retail Trust, Inc., Thompson National Properties, LLC and Anthony W. Thompson, for the benefit of KeyBank National Association (incorporated by reference to Exhibit 10.16 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | ||
10 | .17 | Pledge and Security Agreement, dated November 12, 2009, by and between TNP Strategic Retail Trust, Inc. and KeyBank National Association (incorporated by reference to Exhibit 10.17 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) |
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10 | .18 | Pledge and Security Agreement, dated November 12, 2009, by and between TNP Strategic Retail Operating Partnership, LP and KeyBank National Association (incorporated by reference to Exhibit 10.18 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | ||
10 | .19 | Reimbursement Agreement, dated November 12, 2009, by and between TNP Strategic Retail Operating Partnership, LP and Anthony W. Thompson (incorporated by reference to Exhibit 10.19 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | ||
10 | .20 | Reimbursement and Fee Agreement, dated November 12, 2009, by and between TNP Strategic Retail Operating Partnership, LP and Thompson National Properties, LLC | ||
10 | .21 | Form of Restricted Stock Award Certificate (incorporated by reference to Exhibit 10.20 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, Commission FileNo. 333-154975) | ||
21 | Subsidiaries of the Company (incorporated by reference to Exhibit 21 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | |||
23 | .1 | Consent of Deloitte & Touche LLP | ||
**23 | .2 | Consent of Venable LLP (contained in its opinion filed as Exhibit 5.1) | ||
**23 | .3 | Consent of Alston & Bird LLP (contained in its opinion filed as Exhibit 8.1) | ||
23 | .4 | Consent of KMJ Corbin & Company LLP | ||
**24 | Power of Attorney (included as part of signature page) |
** | Previously filed. |
Item 37. | Undertakings |
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ACQUISITIONS OF PROPERTIES BY PROGRAMS
SPONSORED BY THOMPSON NATIONAL PROPERTIES, LLC
(UNAUDITED)
Gross | ||||||||||||||||||||||||||||||||||
Leasable | ||||||||||||||||||||||||||||||||||
Space or | ||||||||||||||||||||||||||||||||||
Number of | ||||||||||||||||||||||||||||||||||
Units and | ||||||||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||||||||
Square | Mortgage | Contract | Other | Other | ||||||||||||||||||||||||||||||
Feet | Financing | Cash | Price & | Cash | Cash | |||||||||||||||||||||||||||||
Type of | (SF of | Date of | At | Down | Acquisition | Expenditure | Expenditures | Total | ||||||||||||||||||||||||||
Property | Ownership | Location | Property | Units | Purchase | Purchase | Payment | Fee | Expensed | Capitalized | Price | |||||||||||||||||||||||
Oakwood Tower & One Lee Park | Bruin Fund, L.P. | Dallas, TX | Office | 78,000/47,780 and 71,491/47,591 (rsf) | 5/12/08 | $ | 8,760,375 | $ | 3,894,636 | $ | 12,879,636 | — | $ | 276,857 | $ | 13,156,493 | ||||||||||||||||||
2747 Paradise Road | TNP Vulture Fund VIII, LLC | Las Vegas, NV | Condominium | 2,050 | 9/17/08 | — | $ | 625,000 | $ | 625,000(1 | ) | — | $ | 1,565 | $ | 626,565 | ||||||||||||||||||
1781 Sidewinder Dr | TNP Vulture Fund VIII, LLC | Park City, UT | Retail/Office | 15,044/13,990 | 9/8/08 | $ | 1,675,170 | $ | 1,634,080 | $ | 3,400,750 | — | $ | 35,949 | $ | 3,436,699 | ||||||||||||||||||
302 E. Carson | TNP Vulture Fund VIII, LLC | Las Vegas, NV | Office | 207,589/200,647 | 10/3/08 | $ | 12,574,095 | $ | 8,925,905 | $ | 21,500,000(2 | ) | — | $ | 404,242 | $ | 21,904,242 | |||||||||||||||||
VF Danzler | TNP Vulture Fund VIII , LLC | Duncan, SC | Land | +/-32.27 acres | 10/3/08 | $ | 700,000 | — | $ | 643,750(3 | ) | — | $ | 4,708 | $ | 648,458 |
(1) | An acquisition fee of $18,750 has not been paid as of December 31, 2008 and is not included in the total above. | |
(2) | An acquisition fee of $351,718 has not been paid as of December 31, 2008 and is not included in the total above. | |
(3) | An acquisition fee of $18,750 was paid on October 6, 2008 and is included in the total above and an additional $12,500 of acquisition fees has not been paid at December 31, 2008 and is not included in the total above. |
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Program: Name, location, type of property | T REIT, Inc. AmberOaks Corporate Center(1) Austin, TX Office | T REIT, Inc. Oakey Building(2) Las Vegas, NV Office | ||||||
Gross leasable square footage | 207,000 | 98,000 | ||||||
Date of purchase: | 1/20/2004 | 4/2/2004 | ||||||
Mortgage financing at date of purchase | $ | 15,000,000 | $ | 4,000,000 | ||||
Cash down payment | $ | 7,965,000 | $ | 4,137,000 | ||||
Contract purchase price plus acquisition fee | $ | 22,965,000 | $ | 8,137,000 | ||||
Other cash expenditures expensed/(credited) | $ | (127,000 | ) | $ | 15,000 | |||
Other cash expenditures capitalized | $ | 198,000 | $ | 100,000 | ||||
Total acquisition cost | $ | 23,036,000 | $ | 8,252,000 | ||||
Program: Name, location, type of property | T REIT, Inc. Emerald Plaza(3) San Diego, CA Office | G REIT, Inc. AmberOaks Corporate Center Austin, TX Office | ||||||
Gross leasable square footage | 355,000 | 282,000 | ||||||
Date of purchase: | 6/14/2004 | 1/20/2004 | ||||||
Mortgage financing at date of purchase | $ | 68,500,000 | $ | 14,250,000 | ||||
Cash down payment | $ | 32,440,000 | $ | 21,275,000 | ||||
Contract purchase price plus acquisition fee | $ | 100,940,000 | $ | 35,525,000 | ||||
Other cash expenditures expensed/(credited) | $ | (361,000 | ) | $ | (191,000 | ) | ||
Other cash expenditures capitalized | $ | 325,000 | $ | 1,191,000 | ||||
Total acquisition cost | $ | 100,904,000 | $ | 36,525,000 | ||||
Program: Name, location, type of property | G REIT, Inc. Public Ledger Building Philadelphia, PA Office | G REIT, Inc. Madrona Buildings Torrance, CA 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 |
(1) | Owns a 75% tenant in common interest in the property. |
(2) | Owns 9.8% of the property through a membership interest in NNN Oakey Building 2003, LLC which owns 100% of the property. |
(3) | 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: Name, location, type of property | G REIT, Inc. Brunswig Square Los Angeles, CA Office | G REIT, Inc. North Belt Corporate Center Houston, TX 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: Name, location, type of property | G REIT, Inc. Hawthorne Plaza San Francisco, CA Office | G REIT, Inc. Pacific Place Dallas, TX 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 | ||||
Program: Name, location, type of property | G REIT, Inc. 525 B Street (Golden Eagle) San Diego, CA Office | G REIT, Inc. 600 B Street (Comerica) San Diego, CA 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 |
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Program: Name, location, type of property | G REIT, Inc. Western Place I & II(1) Forth Worth, TX Office | G REIT, Inc. Pax River Office Park Lexington Park, MD Office | ||||||
Gross leasable square footage | 430,000 | 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: Name, location, type of property | G REIT, Inc. One Financial Plaza(2) St. Louis, MO Office | G REIT, Inc. Opus Plaza at Ken Caryl Littleton, CO 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 | ||||
Program: Name, location, type of property | G REIT, Inc. Eaton Freeway Phoenix, AZ Industrial | NNN 2003 Value Fund, LLC 801 K Street(3) Sacramento, CA Office | ||||||
Gross leasable square footage | 62,000 | 336,000 | ||||||
Date of purchase: | 10/21/2005 | 3/31/2004 | ||||||
Mortgage financing at date of purchase | $ | 5,000,000 | $ | 41,350,000 | ||||
Cash down payment | $ | 2,588,000 | $ | 24,430,000 | ||||
Contract purchase price plus acquisition fee | $ | 7,588,000 | $ | 65,780,000 | ||||
Other cash expenditures expensed/(credited) | $ | (10,000 | ) | $ | 665,000 | |||
Other cash expenditures capitalized | $ | 224,000 | $ | 560,000 | ||||
Total acquisition cost | $ | 7,802,000 | $ | 67,005,000 |
(1) | Owns a 78.5% tenant in common interest in the property. |
(2) | Owns a 77.6% tenant in common interest in the property. |
(3) | 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. |
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Program: Name, location, type of property | NNN 2003 Value Fund, LLC Oakey Building(1) Las Vegas, NV Office | NNN 2003 Value Fund, LLC Enterprise Technology Center(2) Scotts Valley, CA 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 | ||||
Program: Name, location, type of property | NNN 2003 Value Fund, LLC Emerald Plaza(3) San Diego, CA Office | NNN 2003 Value Fund, LLC Southwood Tower Houston, TX 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: Name, location, type of property | NNN 2003 Value Fund, LLC Financial Plaza Omaha, NE Office | NNN 2003 Value Fund, LLC Satellite Place Atlanta, GA 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 |
(1) | Owns 75.4% of the property through a membership interest in NNN Oakey Building 2003, LLC which owns 100% of the property. |
(2) | 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. |
(3) | 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: Name, location, type of property | NNN 2003 Value Fund, LLC Interwood Houston, TX Office | NNN 2003 Value Fund, LLC Woodside Corporate Park Beaverton, OR Office | ||||||
Gross leasable square footage | 80,000 | 195,000 | ||||||
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 | ||||
Program: Name, location, type of property | NNN 2003 Value Fund, LLC Daniels Rd land parcel Heber City, UT Land | NNN 2003 Value Fund, LLC 3500 Maple(1) Dallas, TX 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: Name, location, type of property | NNN 2003 Value Fund, LLC 901 Civic Center Drive(2) Santa Ana, CA Office | NNN 2003 Value Fund, LLC Chase Tower(3) Austin, TX Office | ||||||
Gross leasable square footage | 99,000 | 389,000 | ||||||
Date of purchase: | 4/24/2006 | 7/3/2006 | ||||||
Mortgage financing at date of purchase | $ | — | $ | 54,800,000 | ||||
Cash down payment | $ | 15,147,000 | $ | 17,700,000 | ||||
Contract purchase price plus acquisition fee | $ | 15,147,000 | $ | 72,500,000 | ||||
Other cash expenditures expensed/(credited) | $ | (7,000 | ) | $ | 5,000 | |||
Other cash expenditures capitalized | $ | 29,000 | $ | 1,475,000 | ||||
Total acquisition cost | $ | 15,169,000 | $ | 73,980,000 |
(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 96.9% of the property through a membership interest in NNN VF 901 Civic, LLC, which owns 96.9% of the property. |
(3) | Owns a 14.8% tenant in common interest in the property. |
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Program: Name, location, type of property | NNN 2003 Value Fund, LLC Tiffany Square Colorado Springs, CO Office | |||||||
Gross leasable square footage | 184,000 | |||||||
Date of purchase: | 11/15/2006 | |||||||
Mortgage financing at date of purchase | $ | — | ||||||
Cash down payment | $ | 11,052,000 | ||||||
Contract purchase price plus acquisition fee | $ | 11,052,000 | ||||||
Other cash expenditures expensed/(credited) | $ | — | ||||||
Other cash expenditures capitalized | $ | 150,000 | ||||||
Total acquisition cost | $ | 11,202,000 | ||||||
Program: Name, location, type of property | Grubb & Ellis Apartment REIT, Inc. Walker Ranch San Antonio, TX Apartment | Grubb & Ellis Apartment REIT, Inc. Hidden Lake San Antonio, TX Apartment | ||||||
Number of units and total square feet of units | 325/285,000 | 380/304,000 | ||||||
Date of purchase: | 10/31/2006 | 12/28/2006 | ||||||
Mortgage financing at date of purchase | $ | 26,860,000 | $ | 31,718,000 | ||||
Cash down payment | $ | 4,813,000 | $ | 1,273,000 | ||||
Contract purchase price plus acquisition fee | $ | 31,673,000 | $ | 32,991,000 | ||||
Other cash expenditures expensed/(credited) | $ | (8,000 | ) | $ | (33,000 | ) | ||
Other cash expenditures capitalized | $ | 141,000 | $ | 150,000 | ||||
Total acquisition cost | $ | 31,806,000 | $ | 33,108,000 |
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ACQUISITION OF PROPERTIES BY PROGRAMS
SPONSORED BY TRIPLE NET PROPERTIES, LLC (UNAUDITED)
Program: Name, location, type of property | NNN Amber Oaks, LLC(1) AmberOaks Corporate Center Austin, TX Office | NNN Arapahoe Service Center 1, LLC Arapahoe Service Center Englewood, CO Office | ||||||
Gross leasable square footage | 207,000 | 144,000 | ||||||
Date of purchase: | 1/20/2004 | 1/29/2004 | ||||||
Mortgage financing at date of purchase | $ | 15,000,000 | $ | 6,500,000 | ||||
Cash down payment | $ | 7,965,000 | $ | 3,600,000 | ||||
Contract purchase price plus acquisition fee | $ | 22,965,000 | $ | 10,100,000 | ||||
Other cash expenditures expensed/(credited) | $ | (127,000 | ) | $ | 45,000 | |||
Other cash expenditures capitalized | $ | 198,000 | $ | 54,000 | ||||
Total acquisition cost | $ | 23,036,000 | $ | 10,199,000 | ||||
Program: Name, location, type of property | NNN Lakeside Tech, LLC Lakeside Tech Center Tampa, FL Office | NNN 100 Cyberonics Drive, LLC 100 Cyberonics Drive Houston, TX Office | ||||||
Gross leasable square footage | 223,000 | 144,000 | ||||||
Date of purchase: | 2/6/2004 | 3/19/2004 | ||||||
Mortgage financing at date of purchase | $ | 14,625,000 | $ | 10,500,000 | ||||
Cash down payment | $ | 5,163,000 | $ | 5,080,000 | ||||
Contract purchase price plus acquisition fee | $ | 19,788,000 | $ | 15,580,000 | ||||
Other cash expenditures expensed/(credited) | $ | (99,000 | ) | $ | (122,000 | ) | ||
Other cash expenditures capitalized | $ | 192,000 | $ | 96,000 | ||||
Total acquisition cost | $ | 19,881,000 | $ | 15,554,000 | ||||
Program: Name, location, type of property | NNN Corporate Court, LLC Corporate Court Irving, TX Office | NNN 801 K Street, LLC(2) 801 K Street Sacramento, CA Office | ||||||
Gross leasable square footage | 67,000 | 336,000 | ||||||
Date of purchase: | 3/25/2004 | 3/31/2004 | ||||||
Mortgage financing at date of purchase | $ | 5,000,000 | $ | 41,350,000 | ||||
Cash down payment | $ | 2,570,000 | $ | 24,430,000 | ||||
Contract purchase price plus acquisition fee | $ | 7,570,000 | $ | 65,780,000 | ||||
Other cash expenditures expensed/(credited) | $ | (57,000 | ) | $ | 665,000 | |||
Other cash expenditures capitalized | $ | 116,000 | $ | 560,000 | ||||
Total acquisition cost | $ | 7,629,000 | $ | 67,005,000 |
(1) | T REIT, Inc., a Triple Net affiliated public entity, owned a tenant in common interest of 75% in the program. |
(2) | NNN 2003 Value Fund, LLC, a Triple Net affiliated public entity, owned an 85% membership interest in NNN 801 K Street, LLC which had a 21.5% tenant in common interest in the program. |
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ACQUISITION OF PROPERTIES BY PROGRAMS
SPONSORED BY TRIPLE NET PROPERTIES, LLC (UNAUDITED)
Program: Name, location, type of property | NNN Oakey Building 2003, LLC(1),(2) Oakey Building Las Vegas, NV Office | NNN Enterprise Way, LLC(3) Enterprise Technology Center Scotts Valley, CA 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 | ||||
Program: Name, location, type of property | NNN River Rock Business Center, LLC River Rock Business Center Murfreesboro, TN Office | NNN Emerald Plaza, LLC(4),(5) Emerald Plaza San Diego, CA Office | ||||||
Gross leasable square footage | 158,000 | 355,000 | ||||||
Date of purchase: | 6/11/2004 | 6/14/2004 | ||||||
Mortgage financing at date of purchase | $ | 9,300,000 | $ | 68,500,000 | ||||
Cash down payment | $ | 5,900,000 | $ | 32,440,000 | ||||
Contract purchase price plus acquisition fee | $ | 15,200,000 | $ | 100,940,000 | ||||
Other cash expenditures expensed/(credited) | $ | (36,000 | ) | $ | (361,000 | ) | ||
Other cash expenditures capitalized | $ | 181,000 | $ | 325,000 | ||||
Total acquisition cost | $ | 15,345,000 | $ | 100,904,000 | ||||
Program: Name, location, type of property | NNN Great Oaks Center, LLC Great Oaks Center Atlanta, GA Office | NNN Sugar Creek Center, LLC Two Sugar Creek Houston, TX Office | ||||||
Gross leasable square footage | 233,000 | 143,000 | ||||||
Date of purchase: | 6/30/2004 | 7/12/2004 | ||||||
Mortgage financing at date of purchase | $ | 20,000,000 | $ | 16,000,000 | ||||
Cash down payment | $ | 7,050,000 | $ | 5,850,000 | ||||
Contract purchase price plus acquisition fee | $ | 27,050,000 | $ | 21,850,000 | ||||
Other cash expenditures expensed/(credited) | $ | (131,000 | ) | $ | (220,000 | ) | ||
Other cash expenditures capitalized | $ | 126,000 | $ | 231,000 | ||||
Total acquisition cost | $ | 27,045,000 | $ | 21,861,000 |
(1) | T REIT, Inc., a Triple Net affiliated public entity, owned a membership interest of 9.76% in NNN Oakey Building 2003, LLC which owned 100.00% of the property. |
(2) | NNN 2003 Value Fund, LLC, a Triple Net affiliated public entity, owned a membership interest of 75.46% in NNN Oakey Building 2003, LLC which owned 100.00% of the property. |
(3) | NNN 2003 Value Fund, LLC, a Triple Net 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. |
(4) | T REIT, Inc., a Triple Net affiliated public entity, owned a 13.17% membership interest in NNN Emerald Plaza, LLC which owned a 20.5% tenant in common interest in the program. |
(5) | NNN 2003 Value Fund, LLC, a Triple Net affiliated public entity, owned a 22.4% membership interest in NNN Emerald Plaza, LLC which owned a 20.5% tenant in common interest in the program. |
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ACQUISITION OF PROPERTIES BY PROGRAMS
SPONSORED BY TRIPLE NET PROPERTIES, LLC (UNAUDITED)
Program: Name, location, type of property | NNN Beltway 8 Corporate Centre, LLC Beltway 8 Corporate Centre Houston, TX Office | NNN Western Place, LLC(1) Western Place I and II Fort Worth, TX Office | ||||||
Gross leasable square footage | 101,000 | 430,000 | ||||||
Date of purchase: | 7/22/2004 | 7/23/2004 | ||||||
Mortgage financing at date of purchase | $ | 10,530,000 | $ | 24,000,000 | ||||
Cash down payment | $ | 5,670,000 | $ | 9,500,000 | ||||
Contract purchase price plus acquisition fee | $ | 16,200,000 | $ | 33,500,000 | ||||
Other cash expenditures expensed/(credited) | $ | (173,000 | ) | $ | (137,000 | ) | ||
Other cash expenditures capitalized | $ | 469,000 | $ | 1,569,000 | ||||
Total acquisition cost | $ | 16,496,000 | $ | 34,932,000 | ||||
Program: Name, location, type of property | NNN One Financial Plaza, LLC(2) One Financial Plaza St. Louis, MO Office | NNN Reserve at Maitland, LLC Reserve at Maitland Maitland, FL Office | ||||||
Gross leasable square footage | 434,000 | 197,000 | ||||||
Date of purchase: | 8/6/2004 | 8/18/2004 | ||||||
Mortgage financing at date of purchase | $ | 30,750,000 | $ | 21,750,000 | ||||
Cash down payment | $ | 6,250,000 | $ | 8,120,000 | ||||
Contract purchase price plus acquisition fee | $ | 37,000,000 | $ | 29,870,000 | ||||
Other cash expenditures expensed/(credited) | $ | (728,000 | ) | $ | (256,000 | ) | ||
Other cash expenditures capitalized | $ | 1,186,000 | $ | 322,000 | ||||
Total acquisition cost | $ | 37,458,000 | $ | 29,936,000 | ||||
Program: Name, location, type of property | NNN Las Cimas, LLC Las Cimas II and III Austin, TX Office | NNN 9800 Goethe Road, LLC 9800 Goethe Road Sacramento, CA Office | ||||||
Gross leasable square footage | 313,000 | 111,000 | ||||||
Date of purchase: | 9/27/2004 | 10/7/2004 | ||||||
Mortgage financing at date of purchase | $ | 46,800,000 | $ | 14,800,000 | ||||
Cash down payment | $ | 26,300,000 | $ | 3,050,000 | ||||
Contract purchase price plus acquisition fee | $ | 73,100,000 | $ | 17,850,000 | ||||
Other cash expenditures expensed/(credited) | $ | (547,000 | ) | $ | 219,000 | |||
Other cash expenditures capitalized | $ | 775,000 | $ | 977,000 | ||||
Total acquisition cost | $ | 73,328,000 | $ | 19,046,000 |
(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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Table of Contents
ACQUISITION OF PROPERTIES BY PROGRAMS
SPONSORED BY TRIPLE NET PROPERTIES, LLC (UNAUDITED)
Program: Name, location, type of property | NNN Fountain Square, LLC Fountain Square Boca Raton, FL Office | NNN Embassy Plaza, LLC Embassy Plaza Omaha, NE Office | ||||||
Gross leasable square footage | 242,000 | 132,000 | ||||||
Date of purchase: | 10/28/2004 | 10/29/2004 | ||||||
Mortgage financing at date of purchase | $ | 36,250,000 | $ | 9,900,000 | ||||
Cash down payment | $ | 15,250,000 | $ | 7,100,000 | ||||
Contract purchase price plus acquisition fee | $ | 51,500,000 | $ | 17,000,000 | ||||
Other cash expenditures expensed/(credited) | $ | (510,000 | ) | $ | (189,000 | ) | ||
Other cash expenditures capitalized | $ | 1,059,000 | $ | 153,000 | ||||
Total acquisition cost | $ | 52,049,000 | $ | 16,964,000 | ||||
Program: Name, location, type of property | NNN City Centre Place, LLC City Centre Place Las Vegas, NV Office | NNN Oak Park Office Center, LLC Oak Park Office Center Houston, TX Office | ||||||
Gross leasable square footage | 103,000 | 173,000 | ||||||
Date of purchase: | 11/5/2004 | 11/12/2004 | ||||||
Mortgage financing at date of purchase | $ | 21,500,000 | $ | 21,800,000 | ||||
Cash down payment | $ | 7,980,000 | $ | 7,349,000 | ||||
Contract purchase price plus acquisition fee | $ | 29,480,000 | $ | 29,149,000 | ||||
Other cash expenditures expensed/(credited) | $ | 111,000 | $ | (90,000 | ) | |||
Other cash expenditures capitalized | $ | 170,000 | $ | 598,000 | ||||
Total acquisition cost | $ | 29,761,000 | $ | 29,657,000 | ||||
Program: Name, location, type of property | NNN/Mission Spring Creek, LLC Mission Spring Creek Apartments Garland, TX Apartment | NNN 2800 East Commerce, LLC 2800 East Commerce Place Tucson, AZ Office | ||||||
Gross leasable square footage | 196,000 | 136,000 | ||||||
Date of purchase: | 11/12/2004 | 11/19/2004 | ||||||
Mortgage financing at date of purchase | $ | 8,750,000 | $ | 11,375,000 | ||||
Cash down payment | $ | 2,763,000 | $ | 6,650,000 | ||||
Contract purchase price plus acquisition fee | $ | 11,513,000 | $ | 18,025,000 | ||||
Other cash expenditures expensed/(credited) | $ | (25,000 | ) | $ | 93,000 | |||
Other cash expenditures capitalized | $ | (166,000 | ) | $ | 195,000 | |||
Total acquisition cost | $ | 11,322,000 | $ | 18,313,000 |
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ACQUISITION OF PROPERTIES BY PROGRAMS
SPONSORED BY TRIPLE NET PROPERTIES, LLC (UNAUDITED)
Program: Name, location, type of property | NNN Satellite Place, LLC Satellite Place Office Park Duluth, GA Office | NNN Fountainhead, LLC Fountainhead Park I and II San Antonio, TX Office | ||||||
Gross leasable square footage | 112,000 | 171,000 | ||||||
Date of purchase: | 11/29/2004 | 12/8/2004 | ||||||
Mortgage financing at date of purchase | $ | 8,500,000 | $ | 18,900,000 | ||||
Cash down payment | $ | 3,756,000 | $ | 8,450,000 | ||||
Contract purchase price plus acquisition fee | $ | 12,256,000 | $ | 27,350,000 | ||||
Other cash expenditures expensed/(credited) | $ | 21,000 | $ | 94,000 | ||||
Other cash expenditures capitalized | $ | 180,000 | $ | 183,000 | ||||
Total acquisition cost | $ | 12,457,000 | $ | 27,627,000 | ||||
Program: Name, location, type of property | NNN/Mission University Place, LLC Mission University Place Apartments Charlotte, NC Apartment | NNN/Mission Mallard Creek, LLC Mission Mallard Creek Apartments Charlotte, NC Apartment | ||||||
Gross leasable square footage | 231,000 | 233,000 | ||||||
Date of purchase: | 12/30/2004 | 12/30/2004 | ||||||
Mortgage financing at date of purchase | $ | 11,500,000 | $ | 9,300,000 | ||||
Cash down payment | $ | 4,500,000 | $ | 5,038,000 | ||||
Contract purchase price plus acquisition fee | $ | 16,000,000 | $ | 14,338,000 | ||||
Other cash expenditures expensed/(credited) | $ | 27,000 | $ | 21,000 | ||||
Other cash expenditures capitalized | $ | 227,000 | $ | 194,000 | ||||
Total acquisition cost | $ | 16,254,000 | $ | 14,553,000 | ||||
�� | ||||||||
Program: Name, location, type of property | NNN SFS Town Center, LLC Town Center Business Park Santa Fe Springs, CA Office | NNN 4 Hutton, LLC 4 Hutton Centre Drive South Coast Metro, CA Office | ||||||
Gross leasable square footage | 177,000 | 210,000 | ||||||
Date of purchase: | 1/6/2005 | 1/7/2005 | ||||||
Mortgage financing at date of purchase | $ | 22,000,000 | $ | 32,000,000 | ||||
Cash down payment | $ | 8,910,000 | $ | 17,000,000 | ||||
Contract purchase price plus acquisition fee | $ | 30,910,000 | $ | 49,000,000 | ||||
Other cash expenditures expensed/(credited) | $ | (27,000 | ) | $ | (230,000 | ) | ||
Other cash expenditures capitalized | $ | 343,000 | $ | 724,000 | ||||
Total acquisition cost | $ | 31,226,000 | $ | 49,494,000 |
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ACQUISITION OF PROPERTIES BY PROGRAMS
SPONSORED BY TRIPLE NET PROPERTIES, LLC (UNAUDITED)
Program: Name, location, type of property | NNN/Mission Collin Creek, LLC Mission Collin Creek Apartments Plano, TX Apartment | NNN Satellite 1100 & 2000, LLC Satellite Place Office Park Duluth, GA Office | ||||||
Gross leasable square footage | 267,000 | 175,000 | ||||||
Date of purchase: | 1/19/2005 | 2/24/2005 | ||||||
Mortgage financing at date of purchase | $ | 13,600,000 | $ | 13,900,000 | ||||
Cash down payment | $ | 4,683,000 | $ | 5,510,000 | ||||
Contract purchase price plus acquisition fee | $ | 18,283,000 | $ | 19,410,000 | ||||
Other cash expenditures expensed/(credited) | $ | (16,000 | ) | $ | (18,000 | ) | ||
Other cash expenditures capitalized | $ | 257,000 | $ | 225,000 | ||||
Total acquisition cost | $ | 18,524,000 | $ | 19,617,000 | ||||
Program: Name, location, type of property | NNN Chatsworth Business Park, LLC Chatsworth Business Park Chatsworth, CA Office | NNN Met Center 10, LLC Building Ten — Met Center Austin, TX Office | ||||||
Gross leasable square footage | 232,000 | 346,000 | ||||||
Date of purchase: | 3/30/2005 | 4/8/2005 | ||||||
Mortgage financing at date of purchase | $ | 33,750,000 | $ | 32,000,000 | ||||
Cash down payment | $ | 13,025,000 | $ | 12,880,000 | ||||
Contract purchase price plus acquisition fee | $ | 46,775,000 | $ | 44,880,000 | ||||
Other cash expenditures expensed/(credited) | $ | 131,000 | $ | (257,000 | ) | |||
Other cash expenditures capitalized | $ | (889,000 | ) | $ | 540,000 | |||
Total acquisition cost | $ | 46,017,000 | $ | 45,163,000 | ||||
Program: Name, location, type of property | NNN 2400 West Marshall Drive, LLC 2400 West Marshall Drive Grand Prairie, TX Office | NNN 411 East Wisconsin, LLC 411 East Wisconsin Avenue Milwaukee, WI Office | ||||||
Gross leasable square footage | 111,000 | 654,000 | ||||||
Date of purchase: | 4/12/2005 | 4/29/2005 | ||||||
Mortgage financing at date of purchase | $ | 6,875,000 | $ | 70,000,000 | ||||
Cash down payment | $ | 2,595,000 | $ | 25,000,000 | ||||
Contract purchase price plus acquisition fee | $ | 9,470,000 | $ | 95,000,000 | ||||
Other cash expenditures expensed/(credited) | $ | (9,000 | ) | $ | 25,000 | |||
Other cash expenditures capitalized | $ | 192,000 | $ | 1,268,000 | ||||
Total acquisition cost | $ | 9,653,000 | $ | 96,293,000 |
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ACQUISITION OF PROPERTIES BY PROGRAMS
SPONSORED BY TRIPLE NET PROPERTIES, LLC (UNAUDITED)
Program: Name, location, type of property | NNN Naples Tamiami Trail, LLC 4501 Tamiami Trail Naples, FL Office | NNN Naples Laurel Oak, LLC 800 Laurel Oak Drive Naples, FL Office | ||||||
Gross leasable square footage | 78,000 | 41,000 | ||||||
Date of purchase: | 5/2/2005 | 5/2/2005 | ||||||
Mortgage financing at date of purchase | $ | 13,500,000 | $ | 9,500,000 | ||||
Cash down payment | $ | 7,500,000 | $ | 6,700,000 | ||||
Contract purchase price plus acquisition fee | $ | 21,000,000 | $ | 16,200,000 | ||||
Other cash expenditures expensed/(credited) | $ | (10,000 | ) | $ | 7,000 | |||
Other cash expenditures capitalized | $ | 312,000 | $ | 271,000 | ||||
Total acquisition cost | $ | 21,302,000 | $ | 16,478,000 | ||||
Program: Name, location, type of property | NNN Park at Spring Creek, LLC The Park at Spring Creek Apartments Tomball, TX Apartment | NNN Inverness Business Park, LLC Inverness Business Park Englewood, CO 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: Name, location, type of property | NNN Waterway Plaza, LLC Waterway Plaza I and II The Woodlands, TX Office | NNN Papago Spectrum, LLC Papago Spectrum Tempe, AZ 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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ACQUISITION OF PROPERTIES BY PROGRAMS
SPONSORED BY TRIPLE NET PROPERTIES, LLC (UNAUDITED)
Program: Name, location, type of property | NNN Sanctuary at Highland Oak, DST The Sanctuary at Highland Oaks Tampa, FL Apartment | NNN Met Center 15, LLC Building 15 — Met Center Austin, TX 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 | ||||
Program: Name, location, type of property | NNN One Chesterfield Place, LLC One Chesterfield Place Chesterfield, MO Office | NNN Maitland Promenade, LLC Maitland Promenade II Orlando, FL 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: Name, location, type of property | NNN Sixth Avenue West, LLC Sixth Avenue West Golden, CO Office | NNN St. Charles, St. Charles Apartments Kennesaw, GA Apartment | ||||||
Gross leasable square footage | 125,000 | 200,000 | ||||||
Date of purchase: | 9/13/2005 | 9/27/2005 | ||||||
Mortgage financing at date of purchase | $ | 10,300,000 | $ | 12,100,000 | ||||
Cash down payment | $ | 5,200,000 | $ | 5,714,000 | ||||
Contract purchase price plus acquisition fee | $ | 15,500,000 | $ | 17,814,000 | ||||
Other cash expenditures expensed/(credited) | $ | (94,000 | ) | $ | 23,000 | |||
Other cash expenditures capitalized | $ | (434,000 | ) | $ | 252,000 | |||
Total acquisition cost | $ | 14,972,000 | $ | 18,089,000 |
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ACQUISITION OF PROPERTIES BY PROGRAMS
SPONSORED BY TRIPLE NET PROPERTIES, LLC (UNAUDITED)
Program: Name, location, type of property | NNN 123 Wacker, LLC 123 Wacker Building Chicago, IL Office | NNN Netpark II, LLC Netpark Tampa Bay(1) Tampa, FL Office | ||||||
Gross leasable square footage | 541,000 | 913,000 | ||||||
Date of purchase: | 9/28/2005 | 9/30/2005 | ||||||
Mortgage financing at date of purchase | $ | 136,000,000 | $ | 21,500,000 | ||||
Cash down payment | $ | 37,680,000 | $ | 12,000,000 | ||||
Contract purchase price plus acquisition fee | $ | 173,680,000 | $ | 33,500,000 | ||||
Other cash expenditures expensed/(credited) | $ | 958,000 | $ | (20,000 | ) | |||
Other cash expenditures capitalized | $ | 2,652,000 | $ | 1,008,000 | ||||
Total acquisition cost | $ | 177,290,000 | $ | 34,488,000 | ||||
Program: Name, location, type of property | NNN Britannia Business Center III, LLC Britannia Business Center Pleasanton, CA Office | NNN Britannia Business Center II, LLC Britannia Business Center Pleasanton, CA Office | ||||||
Gross leasable square footage | 191,000 | 276,000 | ||||||
Date of purchase: | 9/30/2005 | 9/30/2005 | ||||||
Mortgage financing at date of purchase | $ | 35,000,000 | $ | 41,000,000 | ||||
Cash down payment | $ | 10,290,000 | $ | 17,610,000 | ||||
Contract purchase price plus acquisition fee | $ | 45,290,000 | $ | 58,610,000 | ||||
Other cash expenditures expensed/(credited) | $ | (101,000 | ) | $ | (129,000 | ) | ||
Other cash expenditures capitalized | $ | 467,000 | $ | 435,000 | ||||
Total acquisition cost | $ | 45,656,000 | $ | 58,916,000 | ||||
Program: Name, location, type of property | NNN Woodside Corporate Park, LLC Woodside Corporate Park Beaverton, OR Office | NNN Britannia Business Center I, LLC Britannia Business Center Pleasanton, CA Office | ||||||
Gross leasable square footage | 383,000 | 297,000 | ||||||
Date of purchase: | 9/30/2005 | 10/14/2005 | ||||||
Mortgage financing at date of purchase | $ | 33,500,000 | $ | 60,000,000 | ||||
Cash down payment | $ | 12,000,000 | $ | 22,989,000 | ||||
Contract purchase price plus acquisition fee | $ | 45,500,000 | $ | 82,989,000 | ||||
Other cash expenditures expensed/(credited) | $ | (405,000 | ) | $ | (276,000 | ) | ||
Other cash expenditures capitalized | $ | 550,000 | $ | 867,000 | ||||
Total acquisition cost | $ | 45,645,000 | $ | 83,580,000 |
(1) | NNN 2002 Value Fund, LLC, a Triple Net 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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ACQUISITION OF PROPERTIES BY PROGRAMS
SPONSORED BY TRIPLE NET PROPERTIES, LLC (UNAUDITED)
Program: Name, location, type of property | NNN Saturn Business Park, LLC Saturn Business Park Brea, CA Office | NNN Parkway Crossing, LLC Parkway Crossing Apartments Asheville, NC Apartment | ||||||
Gross leasable square footage | 121,000 | 184,000 | ||||||
Date of purchase: | 10/20/2005 | 10/28/2005 | ||||||
Mortgage financing at date of purchase | $ | 16,100,000 | $ | 9,100,000 | ||||
Cash down payment | $ | 6,560,000 | $ | 2,230,000 | ||||
Contract purchase price plus acquisition fee | $ | 22,660,000 | $ | 11,330,000 | ||||
Other cash expenditures expensed/(credited) | $ | 14,000 | $ | 10,000 | ||||
Other cash expenditures capitalized | $ | 60,000 | $ | 189,000 | ||||
Total acquisition cost | $ | 22,734,000 | $ | 11,529,000 | ||||
Program: Name, location, type of property | NNN Forest Office Park, LLC Forest Office Park Richmond, VA Office | NNN Doral Court, LLC Doral Court Miami, FL Office | ||||||
Gross leasable square footage | 223,000 | 209,000 | ||||||
Date of purchase: | 11/9/2005 | 11/15/2005 | ||||||
Mortgage financing at date of purchase | $ | 15,300,000 | $ | 19,640,000 | ||||
Cash down payment | $ | 5,550,000 | $ | 13,640,000 | ||||
Contract purchase price plus acquisition fee | $ | 20,850,000 | $ | 33,280,000 | ||||
Other cash expenditures expensed/(credited) | $ | (87,000 | ) | $ | 50,000 | |||
Other cash expenditures capitalized | $ | 406,000 | $ | 1,057,000 | ||||
Total acquisition cost | $ | 21,169,000 | $ | 34,387,000 | ||||
Program: Name, location, type of property | NNN Talavi Corp Center, LLC Talavi Corporate Center Glendale, AZ Office | NNN One Nashville Place, LLC One Nashville Place Nashville, TN Office | ||||||
Gross leasable square footage | 153,000 | 411,000 | ||||||
Date of purchase: | 11/23/2005 | 11/30/2005 | ||||||
Mortgage financing at date of purchase | $ | 24,000,000 | $ | 58,000,000 | ||||
Cash down payment | $ | 8,875,000 | $ | 21,750,000 | ||||
Contract purchase price plus acquisition fee | $ | 32,875,000 | $ | 79,750,000 | ||||
Other cash expenditures expensed/(credited) | $ | 17,000 | $ | 54,000 | ||||
Other cash expenditures capitalized | $ | 375,000 | $ | 1,590,000 | ||||
Total acquisition cost | $ | 33,267,000 | $ | 81,394,000 |
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ACQUISITION OF PROPERTIES BY PROGRAMS
SPONSORED BY TRIPLE NET PROPERTIES, LLC (UNAUDITED)
Program: Name, location, type of property | NNN 633 17th Street, LLC 633 17th Street Denver, CO Office | NNN 300 Four Falls, LLC 300 Conshohocken State Road W. Conshohocken, PA Office | ||||||
Gross leasable square footage | 553,000 | 298,000 | ||||||
Date of purchase: | 12/9/2005 | 12/14/2005 | ||||||
Mortgage financing at date of purchase | $ | 67,500,000 | $ | 72,000,000 | ||||
Cash down payment | $ | 24,780,000 | $ | 28,525,000 | ||||
Contract purchase price plus acquisition fee | $ | 92,280,000 | $ | 100,525,000 | ||||
Other cash expenditures expensed/(credited) | $ | (70,000 | ) | $ | 327,000 | |||
Other cash expenditures capitalized | $ | 1,087,000 | $ | 2,019,000 | ||||
Total acquisition cost | $ | 93,297,000 | $ | 102,871,000 | ||||
Program: Name, location, type of property | NNN 3500 Maple, LLC 3500 Maple Street Dallas, TX Office | NNN The Landing, LLC The Landing Apartments Durham, NC Apartment | ||||||
Gross leasable square footage | 375,000 | 192,000 | ||||||
Date of purchase: | 12/27/2005 | 12/30/2005 | ||||||
Mortgage financing at date of purchase | $ | 58,320,000 | $ | 9,700,000 | ||||
Cash down payment | $ | 8,180,000 | $ | 3,536,000 | ||||
Contract purchase price plus acquisition fee | $ | 66,500,000 | $ | 13,236,000 | ||||
Other cash expenditures expensed/(credited) | $ | (638,000 | ) | $ | 14,000 | |||
Other cash expenditures capitalized | $ | (749,000 | ) | $ | 79,000 | |||
Total acquisition cost | $ | 65,113,000 | $ | 13,329,000 | ||||
Program: Name, location, type of property | NNN Caledon Wood, LLC Caledon Wood Apartments Greenville, SC Apartment | NNN Mission Square, LLC Misson Square Riverside, CA Office | ||||||
Gross leasable square footage | 348,000 | 128,000 | ||||||
Date of purchase: | 1/3/2006 | 1/10/2006 | ||||||
Mortgage financing at date of purchase | $ | 17,000,000 | $ | 24,225,000 | ||||
Cash down payment | $ | 6,816,000 | $ | 9,275,000 | ||||
Contract purchase price plus acquisition fee | $ | 23,816,000 | $ | 33,500,000 | ||||
Other cash expenditures expensed/(credited) | $ | 51,000 | $ | (10,000 | ) | |||
Other cash expenditures capitalized | $ | 89,000 | $ | 365,000 | ||||
Total acquisition cost | $ | 23,956,000 | $ | 33,855,000 |
II-24
Table of Contents
ACQUISITION OF PROPERTIES BY PROGRAMS
SPONSORED BY TRIPLE NET PROPERTIES, LLC (UNAUDITED)
Program: Name, location, type of property | NNN Highbrook Apartments, LLC Highbrook Apartments High Point, NC Apartment | NNN Gateway One, LLC 701 Market Street St. Louis, MO Office | ||||||
Gross leasable square footage | 280,000 | 410,000 | ||||||
Date of purchase: | 1/19/2006 | 2/9/2006 | ||||||
Mortgage financing at date of purchase | $ | 16,925,000 | $ | 50,000,000 | ||||
Cash down payment | $ | 6,466,000 | $ | 16,600,000 | ||||
Contract purchase price plus acquisition fee | $ | 23,391,000 | $ | 66,600,000 | ||||
Other cash expenditures expensed/(credited) | $ | (4,000 | ) | $ | (139,000 | ) | ||
Other cash expenditures capitalized | $ | 330,000 | $ | 753,000 | ||||
Total acquisition cost | $ | 23,717,000 | $ | 67,214,000 | ||||
Program: Name, location, type of property | NNN 1818 Market Street, LLC 1818 Market Street Philadelphia, PA Office | NNN Meadows Apartments, LLC The Meadows Apartments Asheville, NC Apartment | ||||||
Gross leasable square footage | 983,000 | 387,000 | ||||||
Date of purchase: | 2/21/2006 | 3/15/2006 | ||||||
Mortgage financing at date of purchase | $ | 132,000,000 | $ | 21,300,000 | ||||
Cash down payment | $ | 25,384,000 | $ | 7,100,000 | ||||
Contract purchase price plus acquisition fee | $ | 157,384,000 | $ | 28,400,000 | ||||
Other cash expenditures expensed/(credited) | $ | 1,943,000 | $ | (73,000 | ) | |||
Other cash expenditures capitalized | $ | 5,384,000 | $ | 121,000 | ||||
Total acquisition cost | $ | 164,711,000 | $ | 28,448,000 | ||||
Program: Name, location, type of property | NNN Enclave at Deep River, LLC The Enclave at Deep River Plantation High Point, NC Apartment | NNN Aventura Harbour, LLC Harbour Centre Aventura, FL Office | ||||||
Gross leasable square footage | 224,000 | 214,000 | ||||||
Date of purchase: | 3/17/2006 | 4/28/2006 | ||||||
Mortgage financing at date of purchase | $ | 13,725,000 | $ | 51,180,000 | ||||
Cash down payment | $ | 5,307,000 | $ | 20,015,000 | ||||
Contract purchase price plus acquisition fee | $ | 19,032,000 | $ | 71,195,000 | ||||
Other cash expenditures expensed/(credited) | $ | (81,000 | ) | $ | (660,000 | ) | ||
Other cash expenditures capitalized | $ | 112,000 | $ | 5,276,000 | ||||
Total acquisition cost | $ | 19,063,000 | $ | 75,811,000 |
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ACQUISITION OF PROPERTIES BY PROGRAMS
SPONSORED BY TRIPLE NET PROPERTIES, LLC (UNAUDITED)
Program: Name, location, type of property | NNN Arbor Trace Apartments, LLC Arbor Trace Apartments Virginia Beach, VA Apartment | NNN Lake Center, LLC Lake Center Four Marlton, NJ Office | ||||||
Gross leasable square footage | 125,000 | 89,000 | ||||||
Date of purchase: | 5/1/2006 | 5/18/2006 | ||||||
Mortgage financing at date of purchase | $ | 11,063,000 | $ | 14,830,000 | ||||
Cash down payment | $ | 4,129,000 | $ | 4,969,000 | ||||
Contract purchase price plus acquisition fee | $ | 15,192,000 | $ | 19,799,000 | ||||
Other cash expenditures expensed/(credited) | $ | 108,000 | $ | (56,000 | ) | |||
Other cash expenditures capitalized | $ | 290,000 | $ | 791,000 | ||||
Total acquisition cost | $ | 15,590,000 | $ | 20,534,000 | ||||
Program: Name, location, type of property | NNN 3050 Superior, LLC 3050 Superior Drive NW Rochester, MN Office | NNN Chase Tower, LLC Chase Tower Austin, TX Office | ||||||
Gross leasable square footage | 205,000 | 389,000 | ||||||
Date of purchase: | 5/18/2006 | 7/3/2006 | ||||||
Mortgage financing at date of purchase | $ | 28,100,000 | $ | 54,800,000 | ||||
Cash down payment | $ | 8,775,000 | $ | 17,700,000 | ||||
Contract purchase price plus acquisition fee | $ | 36,875,000 | $ | 72,500,000 | ||||
Other cash expenditures expensed/(credited) | $ | (441,000 | ) | $ | 5,000 | |||
Other cash expenditures capitalized | $ | 873,000 | $ | 1,475,000 | ||||
Total acquisition cost | $ | 37,307,000 | $ | 73,980,000 | ||||
Program: Name, location, type of property | NNN Las Colinas Highlands, LLC Las Colinas Highlands Irving, TX Office | NNN 220 Virginia Avenue, LLC 220 Virginia Avenue Indianapolis, IN Office | ||||||
Gross leasable square footage | 199,000 | 562,000 | ||||||
Date of purchase: | 6/27/2006 | 6/29/2006 | ||||||
Mortgage financing at date of purchase | $ | 32,000,000 | $ | 84,405,000 | ||||
Cash down payment | $ | 12,148,000 | $ | 16,395,000 | ||||
Contract purchase price plus acquisition fee | $ | 44,148,000 | $ | 100,800,000 | ||||
Other cash expenditures expensed/(credited) | $ | (235,000 | ) | $ | (594,000 | ) | ||
Other cash expenditures capitalized | $ | 784,000 | $ | 420,000 | ||||
Total acquisition cost | $ | 44,697,000 | $ | 100,626,000 |
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ACQUISITION OF PROPERTIES BY PROGRAMS
SPONSORED BY TRIPLE NET PROPERTIES, LLC (UNAUDITED)
Program: Name, location, type of property | NNN Villa Apartments, LLC Villas by the Lakes Apartments Jonesboro, GA Apartment | NNN 2716 North Tenaya, LLC Sierra Health Building Las Vegas, NV Office | ||||||
Gross leasable square footage | 283,000 | 204,000 | ||||||
Date of purchase: | 7/7/2006 | 7/25/2006 | ||||||
Mortgage financing at date of purchase | $ | 14,925,000 | $ | 50,750,000 | ||||
Cash down payment | $ | 5,572,000 | $ | 23,500,000 | ||||
Contract purchase price plus acquisition fee | $ | 20,497,000 | $ | 74,250,000 | ||||
Other cash expenditures expensed/(credited) | $ | (41,000 | ) | $ | (42,000 | ) | ||
Other cash expenditures capitalized | $ | 598,000 | $ | 1,892,000 | ||||
Total acquisition cost | $ | 21,054,000 | $ | 76,100,000 | ||||
Program: Name, location, type of property | NNN Westlake Villa, LLC Westlake Villas Apartments San Antonio, TX Apartment | NNN 400 Capitol, LLC The Regions Center Little Rock, AR Office | ||||||
Gross leasable square footage | 223,000 | 532,000 | ||||||
Date of purchase: | 8/8/2006 | 8/18/2006 | ||||||
Mortgage financing at date of purchase | $ | 11,325,000 | $ | 32,000,000 | ||||
Cash down payment | $ | 4,228,000 | $ | 6,368,000 | ||||
Contract purchase price plus acquisition fee | $ | 15,553,000 | $ | 38,368,000 | ||||
Other cash expenditures expensed/(credited) | $ | (313,000 | ) | $ | (167,000 | ) | ||
Other cash expenditures capitalized | $ | 373,000 | $ | 1,746,000 | ||||
Total acquisition cost | $ | 15,613,000 | $ | 39,947,000 | ||||
Program: Name, location, type of property | NNN Southcreek Corporate, LLC Southcreek Corporate Center II Overland Park, KS Office | NNN Chatham Court/ Reflections, LLC Chatham Court Dallas, TX Apartment | ||||||
Gross leasable square footage | 56,000 | 378,000 | ||||||
Date of purchase: | 9/1/2006 | 9/8/2006 | ||||||
Mortgage financing at date of purchase | $ | 6,000,000 | $ | 18,938,000 | ||||
Cash down payment | $ | 2,000,000 | $ | 7,070,000 | ||||
Contract purchase price plus acquisition fee | $ | 8,000,000 | $ | 26,008,000 | ||||
Other cash expenditures expensed/(credited) | $ | (48,000 | ) | $ | (207,000 | ) | ||
Other cash expenditures capitalized | $ | 59,000 | $ | 826,000 | ||||
Total acquisition cost | $ | 8,011,000 | $ | 26,627,000 |
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ACQUISITION OF PROPERTIES BY PROGRAMS
SPONSORED BY TRIPLE NET PROPERTIES, LLC (UNAUDITED)
Program: Name, location, type of property | NNN Arbors at Fairview, LLC Arbors at Fairview Apartments Simpsonville, SC Apartment | NNN 1 & 2 Met Center, LLC Met Center 1 & 2 Austin, TX Office | ||||||
Gross leasable square footage | 181,000 | 95,000 | ||||||
Date of purchase: | 10/12/2006 | 10/13/2006 | ||||||
Mortgage financing at date of purchase | $ | 10,500,000 | $ | 8,600,000 | ||||
Cash down payment | $ | 3,920,000 | $ | 3,420,000 | ||||
Contract purchase price plus acquisition fee | $ | 14,420,000 | $ | 12,020,000 | ||||
Other cash expenditures expensed/(credited) | $ | (53,000 | ) | $ | (234,000 | ) | ||
Other cash expenditures capitalized | $ | 834,000 | $ | 104,000 | ||||
Total acquisition cost | $ | 15,201,000 | $ | 11,890,000 | ||||
Program: Name, location, type of property | NNN 250 East 5th Street, LLC 250 East 5th Street Cincinnati, OH Office | One Northlake Place, LLC 11500 Northlake Drive Cincinnati, OH Office | ||||||
Gross leasable square footage | 537,000 | 177,000 | ||||||
Date of purchase: | 10/25/2006 | 10/27/2006 | ||||||
Mortgage financing at date of purchase | $ | 65,000,000 | $ | 13,350,000 | ||||
Cash down payment | $ | 27,756,000 | $ | 4,100,000 | ||||
Contract purchase price plus acquisition fee | $ | 92,756,000 | $ | 17,450,000 | ||||
Other cash expenditures expensed/(credited) | $ | (153,000 | ) | $ | 4,000 | |||
Other cash expenditures capitalized | $ | 805,000 | $ | 272,000 | ||||
Total acquisition cost | $ | 93,408,000 | $ | 17,726,000 | ||||
Program: Name, location, type of property | NNN DCF Campus, LLC Department of Children and Families Plantation, FL Office | NNN Beechwood Apartments, LLC Beechwood Apartments Greensboro, NC Apartment | ||||||
Gross leasable square footage | 118,000 | 173,000 | ||||||
Date of purchase: | 11/15/2006 | 11/17/2006 | ||||||
Mortgage financing at date of purchase | $ | 10,090,000 | $ | 8,625,000 | ||||
Cash down payment | $ | 3,300,000 | $ | 3,220,000 | ||||
Contract purchase price plus acquisition fee | $ | 13,390,000 | $ | 11,845,000 | ||||
Other cash expenditures expensed/(credited) | $ | (229,000 | ) | $ | (7,000 | ) | ||
Other cash expenditures capitalized | $ | 369,000 | $ | 268,000 | ||||
Total acquisition cost | $ | 13,530,000 | $ | 12,106,000 |
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ACQUISITION OF PROPERTIES BY PROGRAMS
SPONSORED BY TRIPLE NET PROPERTIES, LLC (UNAUDITED)
Program: Name, location, type of property | NNN Westpoint, LLC 1255 Corporate Drive Irving, TX Office | NNN Castaic Town Center, LLC Castaic Town Center Castaic, CA Retail | ||||||
Gross leasable square footage | 150,000 | 40,000 | ||||||
Date of purchase: | 11/29/06 | 11/30/2006 | ||||||
Mortgage financing at date of purchase | $ | 15,125,000 | $ | 11,250,000 | ||||
Cash down payment | $ | 5,675,000 | $ | 4,150,000 | ||||
Contract purchase price plus acquisition fee | $ | 20,800,000 | $ | 15,400,000 | ||||
Other cash expenditures expensed/(credited) | $ | (11,000 | ) | $ | 26,000 | |||
Other cash expenditures capitalized | $ | 269,000 | $ | 572,000 | ||||
Total acquisition cost | $ | 21,058,000 | $ | 15,998,000 | ||||
Program: Name, location, type of property | NNN Northwoods, LLC Northwoods II Columbus, OH Office | NNN 50 Lake Center , LLC Lake Center V Marlton, NJ Office | ||||||
Gross leasable square footage | 116,000 | 89,000 | ||||||
Date of purchase: | 12/8/2006 | 12/15/2006 | ||||||
Mortgage financing at date of purchase | $ | 8,200,000 | $ | 16,425,000 | ||||
Cash down payment | $ | 2,770,000 | $ | 6,075,000 | ||||
Contract purchase price plus acquisition fee | $ | 10,970,000 | $ | 22,500,000 | ||||
Other cash expenditures expensed/(credited) | $ | (43,000 | ) | $ | (634,000 | ) | ||
Other cash expenditures capitalized | $ | 186,000 | $ | 628,000 | ||||
Total acquisition cost | $ | 11,113,000 | $ | 22,494,000 | ||||
Program: Name, location, type of property | NNN Mt. Moriah Apartments, LLC The Trails at Mt. Moriah Apartments Memphis, TN Apartment | NNN 1600 Parkwood, LLC 1600 Parkwood Circle Atlanta, GA Office | ||||||
Gross leasable square footage | 539,000 | 151,000 | ||||||
Date of purchase: | 12/28/2006 | 12/28/2006 | ||||||
Mortgage financing at date of purchase | $ | 22,875,000 | $ | 18,250,000 | ||||
Cash down payment | $ | 8,540,000 | $ | 9,275,000 | ||||
Contract purchase price plus acquisition fee | $ | 31,415,000 | $ | 27,525,000 | ||||
Other cash expenditures expensed/(credited) | $ | 57,000 | $ | 2,000 | ||||
Other cash expenditures capitalized | $ | 2,691,000 | $ | 241,000 | ||||
Total acquisition cost | $ | 34,163,000 | $ | 27,768,000 |
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ACQUISITION OF PROPERTIES BY PROGRAMS
SPONSORED BY TRIPLE NET PROPERTIES, LLC (UNAUDITED)
Program: Name, location, type of property | NNN Royal 400, LLC Royal 400 Business Park Alpharetta, GA Office | |||||||
Gross leasable square footage | 140,000 | |||||||
Date of purchase: | 12/29/2006 | |||||||
Mortgage financing at date of purchase | $ | 9,400,000 | ||||||
Cash down payment | $ | 4,400,000 | ||||||
Contract purchase price plus acquisition fee | $ | 13,800,000 | ||||||
Other cash expenditures expensed/(credited) | $ | 19,000 | ||||||
Other cash expenditures capitalized | $ | 942,000 | ||||||
Total acquisition cost | $ | 14,761,000 |
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Table of Contents
By: | /s/ Anthony W. Thompson |
Title: | Chief Executive Officer, and |
Signature | Title | |||
/s/ Anthony W. Thompson Anthony W. Thompson | Chief Executive Officer and Chairman of the Board (principal executive officer) | |||
/s/ Jack R. Maurer Jack R. Maurer | President and Vice Chairman of the Board | |||
/s/ Wendy J. Worcester Wendy J. Worcester | Chief Financial Officer (principal financial officer and accounting officer) | |||
/s/ Arthur M. Friedman Arthur M. Friedman | Director | |||
/s/ Jeffrey S. Rogers Jeffrey S. Rogers | Director | |||
/s/ Robert N. Ruth Robert N. Ruth | Director |
Table of Contents
Exhibit | ||||
Number | Description | |||
**1 | .1 | Dealer Manager Agreement | ||
**1 | .2 | Form of Participating Dealer Agreement (included as Appendix A to Exhibit 1.1) | ||
**3 | .1 | Articles of Amendment and Restatement of TNP Strategic Retail Trust, Inc. | ||
**3 | .2 | Bylaws of TNP Strategic Retail Trust, Inc. | ||
4 | .1 | Form of Subscription Agreement (included in Prospectus Supplement No. 3 as Annex A and incorporated herein by reference) | ||
4 | .2 | Form of Distribution Reinvestment Plan (included in Prospectus as Appendix D and incorporated herein by reference) | ||
**5 | .1 | Opinion of Venable LLP as to the legality of the securities being registered | ||
**8 | .1 | Opinion of Alston & Bird LLP regarding certain federal income tax considerations | ||
**10 | .1 | Escrow Agreement | ||
**10 | .2 | Advisory Agreement | ||
**10 | .3 | Limited Partnership Agreement of TNP Strategic Retail Operating Partnership, LP | ||
**10 | .4 | TNP Strategic Retail Trust, Inc. 2009 Long-Term Incentive Plan | ||
**10 | .5 | TNP Strategic Retail Trust, Inc. Amended and Restated Independent Directors Compensation Plan | ||
10 | .6 | Purchase and Sale Agreement Regarding Moreno Marketplace Shopping Center, dated September 22, 2009 (incorporated by reference to Exhibit 10.1 to the Current Report onForm 8-K filed on November 24, 2009 (the “November 24Form 8-K”) | ||
10 | .7 | Assignment of Purchase and Sale Agreement, dated October 21, 2009 (incorporated by reference to Exhibit 10.2 to the November 24Form 8-K) | ||
10 | .8 | Assignment of Purchase and Sale Agreement, dated November 19, 2009 (incorporated by reference to Exhibit 10.3 to the November 24Form 8-K) | ||
10 | .9 | Promissory Note of TNP SRT Moreno Marketplace, LLC, dated November 12, 2009, in favor of KeyBank National Association (incorporated by reference to Exhibit 10.9 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | ||
10 | .10 | Subordinated Convertible Promissory Note of TNP SRT Moreno Marketplace, LLC, dated November 18, 2009, in favor of Moreno Retail Partners, LLC (incorporated by reference to Exhibit 10.10 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | ||
10 | .11 | Guaranty, dated November 12, 2009, by and between TNP Strategic Retail Trust, Inc. and Anthony W. Thompson, for the benefit of KeyBank National Association (incorporated by reference to Exhibit 10.11 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | ||
10 | .12 | Environmental Indemnity Agreement, dated November 12, 2009, by and among TNP SRT Moreno Marketplace, LLC, TNP Strategic Retail Trust, Inc., Moreno Retail Partners, LLC, John Skeffington, William Skeffington and KeyBank National Association (incorporated by reference to Exhibit 10.12 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | ||
10 | .13 | Reimbursement and Fee Agreement, dated November 20, 2009, by and among TNP SRT Moreno Marketplace, LLC, TNP Strategic Retail Trust, Inc. and Anthony W. Thompson (incorporated by reference to Exhibit 10.13 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) |
Table of Contents
Exhibit | ||||
Number | Description | |||
10 | .14 | Revolving Credit Agreement, dated November 12, 2009, by and among TNP Strategic Retail Operating Partnership, LP, TNP Strategic Retail Trust, Inc. and KeyBank National Association (incorporated by reference to Exhibit 10.14 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | ||
10 | .15 | Revolving Credit Note of TNP Strategic Retail Operating Partnership, LP, dated November 12, 2009, in favor of KeyBank National Association (incorporated by reference to Exhibit 10.15 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | ||
10 | .16 | Guaranty Agreement, dated November 12, 2009, by and among TNP Strategic Retail Trust, Inc., Thompson National Properties, LLC and Anthony W. Thompson, for the benefit of KeyBank National Association (incorporated by reference to Exhibit 10.16 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | ||
10 | .17 | Pledge and Security Agreement, dated November 12, 2009, by and between TNP Strategic Retail Trust, Inc. and KeyBank National Association (incorporated by reference to Exhibit 10.17 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | ||
10 | .18 | Pledge and Security Agreement, dated November 12, 2009, by and between TNP Strategic Retail Operating Partnership, LP and KeyBank National Association (incorporated by reference to Exhibit 10.18 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | ||
10 | .19 | Reimbursement Agreement, dated November 12, 2009, by and between TNP Strategic Retail Operating Partnership, LP and Anthony W. Thompson (incorporated by reference to Exhibit 10.19 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | ||
10 | .20 | Reimbursement and Fee Agreement, dated November 12, 2009, by and between TNP Strategic Retail Operating Partnership, LP and Thompson National Properties, LLC | ||
10 | .21 | Form of Restricted Stock Award Certificate (incorporated by reference to Exhibit 10.20 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, Commission FileNo. 333-154975) | ||
21 | Subsidiaries of the Company (incorporated by reference to Exhibit 21 to Post-Effective Amendment No. 1 to the Registration Statement onForm S-11, filed February 19, 2010, Commission FileNo. 333-154975) | |||
23 | .1 | Consent of Deloitte & Touche LLP | ||
**23 | .2 | Consent of Venable LLP (contained in its opinion filed as Exhibit 5.1) | ||
**23 | .3 | Consent of Alston & Bird LLP (contained in its opinion filed as Exhibit 8.1) | ||
23 | .4 | Consent of KMJ Corbin & Company LLP | ||
**24 | Power of Attorney (included as part of signature page) |
** | Previously filed |