COLE CREDIT PROPERTY TRUST II, INC.
SUPPLEMENT NO. 11 DATED OCTOBER 30, 2006
TO THE PROSPECTUS DATED JUNE 27, 2005
This document supplements, and should be read in conjunction with, the prospectus of Cole Credit Property Trust II, Inc. dated June 27, 2005, Supplement No. 1 dated October 20, 2005, Supplement No. 2 dated December 2, 2005, Supplement No. 3 dated December 23, 2005, Supplement No. 4 dated February 1, 2006, Supplement No. 5 dated March 10, 2006, Supplement No. 6 dated March 23, 2006, Supplement No. 7 dated May 5, 2006, Supplement No. 8 dated June 23, 2006, Supplement No. 9 dated August 4, 2006 and Supplement No. 10 dated September 25, 2006. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the prospectus.
The purpose of this supplement is to describe or include the following:
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the status of the offering of shares in Cole Credit Property Trust II, Inc.; |
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the acquisition of a single-tenant, net leased commercial retail property, containing approximately 87,000 rentable square feet in Wichita, Kansas; |
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the acquisition of a single-tenant, net leased commercial retail property, containing approximately 130,000 rentable square feet in Lubbock, Texas; |
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the acquisition of a single-tenant, net leased commercial retail property, containing approximately 130,000 rentable square feet in Midland, Texas; |
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the acquisition of a single-tenant, net leased commercial retail property, containing approximately 7,000 rentable square feet in Grand Bay, Alabama; |
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the acquisition of a single-tenant, net leased commercial retail property, containing approximately 7,000 rentable square feet in Hurley, Mississippi; |
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the acquisition of a single-tenant, net leased commercial retail property, containing approximately 7,000 rentable square feet in Rainsville, Alabama; |
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the acquisition of a single-tenant, net leased commercial property, containing approximately 41,000 rentable square feet in OFallon, Illinois; |
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the acquisition of a single-tenant, net leased commercial retail property, containing approximately 15,000 rentable square feet in Glassport, Pennsylvania; |
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the acquisition of a multi-tenant, net leased commercial retail property, containing approximately 10,000 rentable square feet in Topeka, Kansas; |
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the acquisition of a single-tenant, net leased commercial retail property, containing approximately 15,000 rentable square feet in Hanover Borough, Pennsylvania; |
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the acquisition of a single-tenant, net leased commercial retail property, containing approximately 127,000 rentable square feet in Peoria, Illinois; |
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the potential acquisition of a single-tenant, net leased commercial retail property, containing approximately 20,000 rentable square feet in Oxford, Mississippi; |
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the potential acquisition of a single-tenant, net leased commercial retail property, containing approximately 20,000 rentable square feet in Enterprise, Alabama; |
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the potential acquisition of a single-tenant, net leased commercial retail property, containing approximately 25,000 rentable square feet in La Grange, Texas; |
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the potential acquisition of a single-tenant, net leased commercial retail property, containing approximately 24,000 rentable square feet in Peru, Illinois; and |
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updated financial information regarding Cole Credit Property Trust II, Inc. and the acquired properties. |
1
Status of the Offering
We commenced our initial public offering of shares of our common stock on June 27, 2005. We have accepted investors subscriptions received through October 24, 2006, and have issued an aggregate of approximately 21.2 million shares of our common stock to stockholders, with gross proceeds of approximately $212.1 million distributed to us. For additional information, see the Plan of Distribution Subscription Process section of the prospectus beginning on page 133.
Real Property Investments
The section captioned Investment Objectives and Policies Real Property Investments beginning on page 82 of the prospectus is supplemented with the following information:
Kohls Wichita, Kansas
On September 27, 2006, Cole KO Wichita KS, LP, a Delaware limited partnership (KO Wichita), in which Cole Operating Partnership II, LP (Cole OP II), our operating partnership, is the sole limited partner and a wholly-owned subsidiary of Cole OP II is the sole general partner, acquired a 100% fee simple interest in an approximately 87,000 square foot single-tenant retail building (the KO Wichita Property) from ELJ, L.L.C. , which is not affiliated with us, our subsidiaries or affiliates. The KO Wichita Property was constructed in 1996 on an approximately 9.0 acre site in Wichita, Kansas. The area surrounding the KO Wichita Property is shared by commercial, retail and residential developments.
The purchase price of the KO Wichita Property was approximately $7.9 million, exclusive of closing costs. The acquisition was funded by net proceeds from our ongoing public offering and an approximately $5.2 million loan (the KO Wichita Loan) from Bear Stearns Commercial Mortgage (Bear Stearns), which is secured by the KO Wichita Property, the LO Midland Property, the LO Lubbock Property, each as defined in this supplement, and the OT Oxford Property, as defined in Supplement No. 10 filed on September 25, 2006. In connection with the acquisition, we paid an affiliate of our advisor an acquisition fee of approximately $157,000 and our advisor a finance coordination fee of $52,000.
The KO Wichita Property is 100% leased to Kohls Illinois, Inc. (Kohls Illinois), a wholly-owned subsidiary of Kohls Corporation (Kohls), which guarantees the lease. The KO Wichita Property is subject to a net lease, which commenced on March 8, 1996, pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent. The current aggregate annual base rent of $601,759 is fixed through the first twenty years of the initial lease term, which expires January 28, 2017. Kohls Illinois has six options to renew the lease, each for an additional five-year term beginning on January 29, 2017, with rental escalations of 5.0% at the beginning of each five-year renewal term.
Kohls operates over 730 retail department stores in 41 states. Kohls has a Standard and Poors credit rating of BBB+ and its stock is publicly traded on the New York Stock Exchange under the symbol KSS.
Cole Realty Advisors, Inc. (Cole Realty) has the sole and exclusive right to manage, operate, lease and supervise the overall maintenance of the KO Wichita Property and will receive a property management fee of 2.0% of the monthly gross revenue from the KO Wichita Property. We currently have no plans for any renovations, improvements or development of the KO Wichita Property. We believe the KO Wichita Property is adequately insured.
The KO Wichita Loan has a fixed interest rate of 6.11% per annum with monthly interest-only payments. The outstanding principal and any accrued and unpaid interest is due on September 1, 2016 (the KO Wichita Maturity Date). The KO Wichita Loan is generally non-recourse to KO Wichita and Cole OP II, but both are liable for customary non-recourse carveouts.
The KO Wichita Loan may not be prepaid, in whole or in part, except under the following circumstances: (i) full prepayment may be made on any of the three (3) monthly payment dates occurring immediately prior to the KO Wichita Maturity Date and (ii) partial prepayments resulting from Bear Stearns election to apply insurance or condemnation proceeds may be made to reduce the outstanding principal balance of the KO Wichita Loan. Notwithstanding the prepayment limitations, KO Wichita may sell the KO Wichita Property to a buyer that assumes the KO Wichita Loan. The transfer shall be subject to Bear Stearns approval of the proposed buyer and the payment of Bear Stearns costs and expenses associated with the sale of the KO Wichita Property.
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In the event the KO Wichita Loan is not paid off on the KO Wichita Maturity Date, the KO Wichita Loan includes hyperamortization provisions. The KO Wichita Maturity Date, pursuant to the hyperamortization provisions, will be extended by twenty (20) years. During such period, Bear Stearns will apply 100% of the rents collected to (i) all payments due to Bear Stearns under the KO Wichita Loan, including any payments to escrows or reserve accounts, (ii) any operating expenses of the KO Wichita Property pursuant to an approved annual budget, (iii) any extraordinary expenses and (iv) any accrued interest under the KO Wichita Loan. The interest rate during the hyperamortization period shall be the greater of (x) the fixed interest rate of 6.11% plus two percent (2.0%) per annum or (y) the Treasury Constant Maturity Yield Index plus two percent (2.0%) per annum, not to exceed 11.11% per annum. Notwithstanding the forgoing, failure to make any required payments under the KO Wichita Loan in a timely manner will cause an event of default, which will result in a 4.0% default interest rate in excess of the applicable interest rate, late charges equal to 5.0% of the amount of such overdue payment, and all interest and principal becoming immediately due and payable in full.
Lowes Lubbock, Texas
On September 27, 2006, Cole LO Lubbock TX, LP, a Delaware limited partnership (LO Lubbock), in which Cole OP II is the sole limited partner and a wholly-owned subsidiary of Cole OP II is the sole general partner, acquired a 100% fee simple interest in an approximately 130,000 square foot single-tenant retail building (the LO Lubbock Property) from Midway Court, L.P. (Midway), which is not affiliated with us, our subsidiaries or affiliates. The LO Lubbock Property was constructed in 1996 on an approximately 16.6 acre site in Lubbock, Texas. The area surrounding the LO Lubbock Property is shared by commercial, retail and residential developments.
The purchase price of the LO Lubbock Property was approximately $11.5 million, exclusive of closing costs. The acquisition was funded by net proceeds from our ongoing public offering and an approximately $7.5 million loan (the LO Lubbock Loan) from Bear Stearns, which is secured by the LO Lubbock Property, the KO Wichita Property, the LO Midland Property and the OT Oxford Property. In connection with the acquisition, we paid an affiliate of our advisor an acquisition fee of approximately $230,000 and our advisor a finance coordination fee of approximately $75,000.
The LO Lubbock Property is 100% leased to Lowes Home Centers, Inc. (Lowes Home), which is a wholly-owned subsidiary of Lowes Companies, Inc. (Lowes), which guarantees the lease. The LO Lubbock Property is subject to a net lease, which commenced on May 1, 1996, pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent. The current aggregate annual base rent of $861,280 is fixed through the initial lease term, which expires April 30, 2016 and all renewal options. Lowes has six options to renew the lease, each for an additional five-year term beginning on May 1, 2016.
Lowes operates retail home improvement stores across the United States and Canada. Lowes has a Standard & Poors Credit Rating of A+ and its stock is publicly traded on the New York Stock Exchange under the ticker symbol LOW.
Cole Realty has the sole and exclusive right to manage, operate, lease and supervise the overall maintenance of the LO Lubbock Property and will receive a property management fee of 2.0% of the monthly gross revenue from the LO Lubbock Property. We currently have no plans for any renovations, improvements or development of the LO Lubbock Property. We believe the LO Lubbock Property is adequately insured.
The LO Lubbock Loan has a fixed interest rate of 6.11% per annum with monthly interest-only payments. The outstanding principal and any accrued and unpaid interest is due on September 1, 2016 (the LO Lubbock Maturity Date). The LO Lubbock Loan is generally non-recourse to LO Lubbock and Cole OP II, but both are liable for customary non-recourse carveouts.
The LO Lubbock Loan may not be prepaid, in whole or in part, except under the following circumstances: (i) full prepayment may be made on any of the three (3) monthly payment dates occurring immediately prior to the LO Lubbock Maturity Date and (ii) partial prepayments resulting from Bear Stearns election to apply insurance or condemnation proceeds may be made to reduce the outstanding principal balance of the LO Lubbock Loan. Notwithstanding the prepayment limitations, LO Lubbock may sell the LO Lubbock Property to a buyer that assumes the LO Lubbock Loan. The transfer shall be subject to Bear Stearns approval of the proposed buyer and the payment of Bear Stearns costs and expenses associated with the sale of the LO Lubbock Property.
In the event the LO Lubbock Loan is not paid off on the LO Lubbock Maturity Date, the LO Lubbock Loan includes hyperamortization provisions. The LO Lubbock Maturity Date, pursuant to the hyperamortization provisions, will be extended by twenty (20) years. During such period, Bear Stearns will apply 100% of the rents collected to (i) all payments due to Bear Stearns under the LO Lubbock Loan, including any payments to escrows or reserve accounts, (ii) any operating expenses of the LO Lubbock Property pursuant to an approved annual budget, (iii) any extraordinary expenses and (iv) any accrued interest under the LO Lubbock Loan. The interest rate during the hyperamortization period shall be the greater of (x) the fixed interest rate of 6.11% plus two percent (2.0%) per annum or (y) the Treasury Constant Maturity Yield Index plus two percent (2.0%) per annum, not to exceed 11.11% per annum. Notwithstanding the forgoing, failure to make any required payments under the LO Lubbock Loan in a timely manner will cause an event of default, which will result in a 4.0% default interest rate in excess of the applicable interest rate, late charges equal to 5.0% of the amount of such overdue payment, and all interest and principal becoming immediately due and payable in full.
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Lowes Midland, Texas
On September 27, 2006, Cole LO Midland TX, LP, a Delaware limited partnership (LO Midland), in which Cole OP II is the sole limited partner and a wholly-owned subsidiary of Cole OP II is the sole general partner, acquired a 100% fee simple interest in an approximately 130,000 square foot single-tenant retail building (the LO Midland Property) from Midway. The LO Midland Property was constructed in 1996 on an approximately 18.5 acre site in Midland, Texas. The area surrounding the LO Midland Property is shared by commercial, retail and residential developments.
The purchase price of the LO Midland Property was approximately $11.1 million, exclusive of closing costs. The acquisition was funded by net proceeds from our ongoing public offering and an approximately $7.2 million loan (the LO Midland Loan) from Bear Stearns, which is secured by the LO Midland Property, the KO Wichita Property, the LO Lubbock Property and the OT Oxford Property. In connection with the acquisition, we paid an affiliate of our advisor an acquisition fee of approximately $222,000 and our advisor a finance coordination fee of approximately $72,000.
The LO Midland Property is 100% leased to Lowes Home, which is a wholly-owned subsidiary of Lowes, which guarantees the lease. The LO Midland Property is subject to a net lease, which commenced on May 1, 1996, pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent. The current aggregate annual base rent of $829,960 is fixed through the initial lease term which expires April 30, 2016 and all renewal options. Lowes has six options to renew the lease, each for an additional five-year term beginning on May 1, 2016.
Cole Realty has the sole and exclusive right to manage, operate, lease and supervise the overall maintenance of the LO Midland Property and will receive a property management fee of 2.0% of the monthly gross revenue from the LO Midland Property. We currently have no plans for any renovations, improvements or development of the LO Midland Property. We believe the LO Midland Property is adequately insured.
The LO Midland Loan has a fixed interest rate of 6.11% per annum with monthly interest-only payments. The outstanding principal and any accrued and unpaid interest is due on September 1, 2016 (the LO Midland Maturity Date). The LO Midland Loan is generally non-recourse to LO Midland and Cole OP II, but both are liable for customary non-recourse carveouts.
The LO Midland Loan may not be prepaid, in whole or in part, except under the following circumstances: (i) full prepayment may be made on any of the three (3) monthly payment dates occurring immediately prior to the LO Midland Maturity Date and (ii) partial prepayments resulting from Bear Stearns election to apply insurance or condemnation proceeds may be made to reduce the outstanding principal balance of the LO Midland Loan. Notwithstanding the prepayment limitations, LO Midland may sell the LO Midland Property to a buyer that assumes the LO Midland Loan. The transfer shall be subject to Bear Stearns approval of the proposed buyer and the payment of Bear Stearns costs and expenses associated with the sale of the LO Midland Property.
In the event the LO Midland Loan is not paid off on the LO Midland Maturity Date, the LO Midland Loan includes hyperamortization provisions. The LO Midland Maturity Date, pursuant to the hyperamortization provisions, will be extended by twenty (20) years. During such period, Bear Stearns will apply 100% of the rents collected to (i) all payments due to Bear Stearns under the LO Midland Loan, including any payments to escrows or reserve accounts, (ii) any operating expenses of the LO Midland Property pursuant to an approved annual budget, (iii) any extraordinary expenses and (iv) any accrued interest under the LO Midland Loan. The interest rate during the hyperamortization period shall be the greater of (x) the fixed interest rate of 6.11% plus two percent (2.0%) per annum or (y) the Treasury Constant Maturity Yield Index plus two percent (2.0%) per annum, not to exceed 11.11% per annum. Notwithstanding the forgoing, failure to make any required payments under the LO Midland Loan in a timely manner will cause an event of default, which will result in a 4.0% default interest rate in excess of the applicable interest rate, late charges equal to 5.0% of the amount of such overdue payment, and all interest and principal becoming immediately due and payable in full.
Advance Auto Grand Bay, Alabama
On September 29, 2006, Cole AA Grand Bay AL, LLC, a Delaware limited liability company (AA Grand Bay), a wholly-owned subsidiary of Cole OP II, acquired a 100% fee simple interest in an approximately 7,000 square foot single-tenant retail building (the AA Grand Bay Property), from Grand Bay Tenn, LLC which is not affiliated with us, our subsidiaries or affiliates. The AA Grand Bay Property was constructed in 2005 on an approximately 1.0 acre site in Grand Bay, Alabama. The area surrounding the AA Grand Bay Property is shared by commercial, retail and residential developments.
The purchase price of the AA Grand Bay Property was approximately $1.1 million, exclusive of closing costs. The acquisition was funded by net proceeds from our ongoing public offering. In connection with the acquisition, we paid an affiliate of our advisor an acquisition fee of approximately $22,000.
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The AA Grand Bay Property is 100% leased to Advance Stores Company, Inc. (Advance Auto). The AA Grand Bay Property is subject to a net lease, which commenced on August 25, 2005, pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent. The current aggregate annual base rent of $84,786 is fixed through the first ten years of the initial lease term and increases to $93,265 in the eleventh year through the remainder of the initial lease term, which expires August 31, 2020. Advance Auto has three options to renew the lease, each for an additional five-year term beginning on September 1, 2020, with rental escalations of 5.0% at the beginning of each five-year renewal term.
Advance Auto operates over 2,800 auto parts stores in 40 states, Puerto Rico and the Virgin Islands. Advance Auto has a Standard and Poors credit rating of BB+ and its stock is publicly traded on the New York Stock Exchange under the symbol AAP.
Cole Realty has the sole and exclusive right to manage, operate, lease and supervise the overall maintenance of the AA Grand Bay Property and will receive a property management fee of 2.0% of the monthly gross revenue from the AA Grand Bay Property. We currently have no plans for any renovations, improvements or development of the AA Grand Bay Property. We believe the AA Grand Bay Property is adequately insured.
Advance Auto Hurley, Mississippi
On September 29, 2006, Cole AA Hurley MS, LLC, a Delaware limited liability company (AA Hurley), a wholly-owned subsidiary of Cole OP II, acquired a 100% fee simple interest in an approximately 7,000 square foot single-tenant retail building (the AA Hurley Property), from Hurley Tenn, LLC. The AA Hurley Property was constructed in 2005 on an approximately 0.85 acre site in Hurley, Mississippi. The area surrounding the AA Hurley Property is shared by retail and residential developments.
The purchase price of the AA Hurley Property was approximately $1.1 million, exclusive of closing costs. The acquisition was funded by net proceeds from our ongoing public offering. In connection with the acquisition, we paid an affiliate of our advisor an acquisition fee of approximately $22,000.
The AA Hurley Property is 100% leased to Advance Auto. The AA Hurley Property is subject to a net lease, which commenced on March 9, 2006, pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent. The current aggregate annual base rent of $82,324 is fixed through the first ten years of the initial lease term and increases to $90,556 in the eleventh year through the remainder of the initial lease term, which expires March 31, 2021. Advance Auto has three options to renew the lease, each for an additional five-year term beginning on April 1, 2021, with rental escalations of 5.0% at the beginning of each five-year renewal term.
Cole Realty has the sole and exclusive right to manage, operate, lease and supervise the overall maintenance of the AA Hurley Property and will receive a property management fee of 2.0% of the monthly gross revenue from the AA Hurley Property. We currently have no plans for any renovations, improvements or development of the AA Hurley Property. We believe the AA Hurley Property is adequately insured.
Advance Auto Rainsville, Alabama
On September 29, 2006, Cole AA Rainsville AL, LLC, a Delaware limited liability company (AA Rainsville), a wholly-owned subsidiary of Cole OP II, acquired a 100% fee simple interest in an approximately 7,000 square foot single-tenant retail building (the AA Rainsville Property), from Rainsville Tenn, LLC. The AA Rainsville Property was constructed in 2005 on an approximately 0.88 acre site in Rainsville, Alabama. The area surrounding the AA Rainsville Property is shared by retail and residential developments.
The purchase price of the AA Rainsville Property was approximately $1.3 million, exclusive of closing costs. The acquisition was funded by net proceeds from our ongoing public offering. In connection with the acquisition, we paid an affiliate of our advisor an acquisition fee of approximately $27,000.
The AA Rainsville Property is 100% leased to Advance Auto. The AA Rainsville Property is subject to a net lease, which commenced on December 18, 2005, pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent. The current aggregate annual base rent of $100,928 is fixed through the first ten years of the initial lease term and increases to $111,021 in the eleventh year through the remainder of the initial lease term, which expires December 31, 2020. Advance Auto has three options to renew the lease, each for an additional five-year term beginning on January 1, 2021, with rental escalations of 5.0% at the beginning of each five-year renewal term.
Cole Realty has the sole and exclusive right to manage, operate, lease and supervise the overall maintenance of the AA Rainsville Property and will receive a property management fee of 2.0% of the monthly gross revenue from the AA Rainsville Property. We currently have no plans for any renovations, improvements or development of the AA Rainsville Property. We believe the AA Rainsville Property is adequately insured.
5
Golds Gym OFallon, Illinois
On September 29, 2006, Cole GG OFallon IL, LLC, a Delaware limited liability company (GG OFallon), a wholly-owned subsidiary of Cole OP II, acquired a 100% fee simple interest in an approximately 41,000 square foot single-tenant commercial building (the GG OFallon Property) from Scannell Properties #34, LLC, which is not affiliated with us, our subsidiaries or affiliates. The GG OFallon Property was constructed in 2005 on an approximately 4.5 acre site in OFallon, Illinois. The area surrounding the GG OFallon Property is shared by commercial and residential developments.
The purchase price of the GG OFallon Property was $7.3 million, exclusive of closing costs. The acquisition was funded by net proceeds from our ongoing public offering and an approximately $5.8 million loan (the GG OFallon Loan)from Wachovia Bank, N.A. (Wachovia), which is secured by the GG OFallon Property, the WG Picayune Property and the CV Clinton Property, each as defined in Supplement No. 10 filed on September 25, 2006. In connection with the acquisition, we paid an affiliate of our advisor an acquisition fee of $146,000 and our advisor a finance coordination fee of approximately $37,000.
The GG OFallon Property is 100% leased to Golds St Louis, LLC, which is a wholly-owned subsidiary of Golds Gym International, Inc. (Golds Gym), which guarantees the lease. The GG OFallon Property is subject to a net lease, which commenced on October 1, 2005, pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent. The current aggregate annual base rent of $588,000 is fixed through the first ten years of the initial lease term and increases to $617,000 for the remainder of the initial lease term, which expires September 30, 2019. The tenant has two options to renew the lease, each for an additional five-year term beginning on October 1, 2019, with rental escalations of 5.0% at the beginning of each five-year renewal term.
Golds Gym is an international chain of fitness centers. Golds Gym operates over 650 fitness centers in 27 countries and 45 states in the US. In additional to operating fitness centers, Golds Gym, licenses its name to fitness equipment, dietary supplements, and clothing sold in major retail outlets throughout the United States. In determining the creditworthiness of Golds Gym, we considered a variety of factors, including historical financial information and financial performance and local market position.
Cole Realty has the sole and exclusive right to manage, operate, lease and supervise the overall maintenance of the GG OFallon Property and will receive a property management fee of 2.0% of the monthly gross revenue from the GG OFallon Property. We currently have no plans for any renovations, improvements or development of the GG OFallon Property. We believe the GG OFallon Property is adequately insured.
The GG OFallon Loan consists of an approximately $3.7 million fixed interest rate tranche (the GG OFallon Fixed Rate Tranche) and an approximately $2.1 million variable interest rate tranche (the GG OFallon Variable Rate Tranche). The GG OFallon Fixed Rate Tranche has a fixed interest rate of 5.83% per annum with monthly interest-only payments. The outstanding principal and any accrued and unpaid interest is due on October 11, 2016 (the GG OFallon Maturity Date). The GG OFallon Variable Rate Tranche has a variable interest rate based on the one-month LIBOR rate plus 200 basis points with monthly interest-only payments, and the outstanding principal and any accrued and unpaid interest is due on December 27, 2006. The GG OFallon Loan is generally non-recourse to GG OFallon and Cole OP II, but both are liable for customary non-recourse carveouts.
The GG OFallon Loan may not be prepaid, in whole or in part, except under the following circumstances: (i) full prepayment may be made on any of the three (3) monthly payment dates occurring immediately prior to the GG OFallon Maturity Date and (ii) partial prepayments resulting from Wachovias election to apply insurance or condemnation proceeds may be made to reduce the outstanding principal balance of the GG OFallon Loan. Notwithstanding the prepayment limitations, GG OFallon may sell the GG OFallon Property to a buyer that assumes the GG OFallon Loan. The transfer shall be subject to Wachovias approval of the proposed buyer and the payment of Wachovias costs and expenses associated with the sale of the GG OFallon Property.
In the event the GG OFallon Loan is not paid off on the GG OFallon Maturity Date, the GG OFallon Loan includes hyperamortization provisions. The GG OFallon Maturity Date, pursuant to the hyperamortization provisions, will be extended by twenty (20) years. During such period, Wachovia will apply 100% of the rents collected to (i) all payments due to Wachovia under the GG OFallon Loan, including any payments to escrows or reserve accounts, (ii) any operating expenses of the GG OFallon Property pursuant to an approved annual budget, (iii) any extraordinary expenses and (iv) any accrued interest under the GG OFallon Loan. Any remaining amount will be applied to the reduction of the principal balance of the GG OFallon Loan, until paid in full. The interest rate during the hyperamortization period shall be the greater of (x) the fixed interest rate of 5.83% plus two percent (2.0%) or (y) the Treasury Constant Maturity Yield Index plus two percent (2.0%). Notwithstanding the forgoing, failure to make any required payments under the GG OFallon Loan in a timely manner will cause an event of default, which will result in a 4.0% default interest rate in excess of the applicable interest rate, late charges equal to 5.0% of the amount of such overdue payment, and all interest and principal becoming immediately due and payable in full.
6
Rite Aid Glassport, Pennsylvania
On October 4, 2006, Cole RA Glassport PA, LLC, a Delaware limited liability company (RA Glassport), a wholly-owned subsidiary of Cole OP II, acquired a 100% fee simple interest in an approximately 15,000 square foot single-tenant retail building (the RA Glassport Property) from GVH (Glassport), L.P., which is not affiliated with us, our subsidiaries or affiliates. The RA Glassport Property was constructed in 2006 on an approximately 1.8 acre site in Glassport Borough, Pennsylvania. The area surrounding the RA Glassport Property is shared by commercial and residential developments.
The purchase price of the RA Glassport Property was approximately $3.8 million, exclusive of closing costs. The acquisition was funded by net proceeds from our ongoing public offering and an approximately $2.3 million loan from Bear Stearns, which is secured by the RA Glassport Property (the RA Glassport Loan). In connection with the acquisition, we paid an affiliate of our advisor an acquisition fee of approximately $76,000 and our advisor a finance coordination fee of approximately $23,000.
The RA Glassport Property is 100% leased to Rite Aid of Pennsylvania, Inc. (RA Pennsylvania), which is a wholly-owned subsidiary of Rite Aid Corporation (Rite Aid), which guarantees the lease. The RA Glassport Property is subject to a net lease, which commenced on June 19, 2006, pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent. The current aggregate annual base rent of $295,504 is fixed through the initial lease term, which expires July 31, 2026. RA Pennsylvania has six options to renew the lease, each for an additional five-year term beginning on August 1, 2026, with rental escalations of 5.0% at the beginning of each five-year renewal term.
Rite Aid has operates over 3,300 stores in 28 states and Washington, DC. Rite Aid has a Standard and Poors credit rating of B+ and its stock is publicly traded on the New York Stock Exchange under the ticker symbol RAD.
Cole Realty has the sole and exclusive right to manage, operate, lease and supervise the overall maintenance of the RA Glassport Property and will receive a property management fee of 2.0% of the monthly gross revenue from the RA Glassport Property. We currently have no plans for any renovations, improvements or development of the RA Glassport Property. We believe the RA Glassport Property is adequately insured.
The RA Glassport Loan has a fixed interest rate of 6.10% per annum with monthly interest-only payments. The outstanding principal and any accrued and unpaid interest is due on November 1, 2016 (the RA Glassport Maturity Date). The RA Glassport Loan is generally non-recourse to RA Glassport and Cole OP II, but both are liable for customary non-recourse carveouts.
The RA Glassport Loan may not be prepaid, in whole or in part, except under the following circumstances: (i) full prepayment may be made on any of the three (3) monthly payment dates occurring immediately prior to the RA Glassport Maturity Date and (ii) partial prepayments resulting from Bear Stearns election to apply insurance or condemnation proceeds may be made to reduce the outstanding principal balance of the RA Glassport Loan. Notwithstanding the prepayment limitations, RA Glassport may sell the RA Glassport Property to a buyer that assumes the RA Glassport Loan. The transfer shall be subject to Bear Stearns approval of the proposed buyer and the payment of Bear Stearns costs and expenses associated with the sale of the RA Glassport Property.
Failure to make any required payments under the RA Glassport Loan in a timely manner will cause an event of default, which will result in a 4.0% default interest rate in excess of the applicable interest rate, late charges equal to 5.0% of the amount of such overdue payment, and all interest and principal becoming immediately due and payable in full.
Davids Bridal and RadioShack Topeka, Kansas
On October 13, 2006, Cole MT Topeka KS, LLC, a Delaware limited liability company (MT Topeka), a wholly-owned subsidiary of Cole OP II, acquired a 100% fee simple interest in an approximately 10,000 square foot multi-tenant retail building (the MT Topeka Property) from Topeka Holdings, LLC, which is not affiliated with us, our subsidiaries or affiliates. The MT Topeka Property was constructed in 2006 on an approximately 0.98 acre site in Topeka, Kansas. The area surrounding the MT Topeka Property is shared by commercial and residential developments.
The purchase price of the MT Topeka Property was approximately $3.0 million, exclusive of closing costs. The acquisition was funded by net proceeds from our ongoing public offering. In connection with the acquisition, we paid an affiliate of our advisor an acquisition fee of approximately $60,000.
The MT Topeka Property is 100% leased to two tenants, Davids Bridal, Inc. (Davids Bridal), a wholly-owned subsidiary of Federated Department Stores, Inc. and RadioShack Corporation (RadioShack).
7
The lease to Davids Bridal (the Davids Bridal Lease) is a net lease that commenced on August 4, 2006, pursuant to which Davids Bridal is required to pay substantially all operating expenses, capital expenditures, and a proportionate amount of common area maintenance charges in addition to base rent. The current aggregate annual base rent is $166,625, with increases of 10% every five years, beginning on September 1, 2011 of the initial lease term, which expires October 31, 2016. Davids Bridal has two options to renew the Davids Bridal Lease, each for an additional five-year term. There are no rental escalations during the renewal periods.
Davids Bridal is a bridal retailer, operating over 250 stores across the United States. In determining the creditworthiness of Davids Bridal we considered a variety of factors, including historical financial information and financial performance, regional market position, and the forecasted financial performance of Davids Bridal.
The lease to RadioShack (the RadioShack Lease) is a net lease that commenced on September 13, 2006, pursuant to which RadioShack is required to pay substantially all operating expenses, capital expenditures, and a proportionate amount of common area maintenance charges in addition to base rent. The current aggregate annual base rent is $60,000, which is fixed through the initial lease term, which expires January 31, 2012. RadioShack has three options to renew the RadioShack Lease, each for an additional five-year term, with rental escalations of 10% at the beginning of each five-year renewal term.
RadioShack operates over 7,000 retail outlets across the United States and Puerto Rico. RadioShack has a Standard & Poors Credit Rating of BB and the companys stock is publicly traded on the New York Stock Exchange under the ticker symbol RSH.
Cole Realty has the sole and exclusive right to manage, operate, lease and supervise the overall maintenance of the MT Topeka Property and will receive a property management fee of 2.0% of the monthly gross revenue from the MT Topeka Property. We currently have no plans for any renovations, improvements or development of the MT Topeka Property. We believe the MT Topeka Property is adequately insured.
Rite Aid Hanover, Pennsylvania
On October 17, 2006, Cole RA Hanover PA, LLC, a Delaware limited liability company (RA Hanover), a wholly-owned subsidiary of Cole OP II, acquired a 100% fee simple interest in an approximately 15,000 square foot single-tenant retail building (the RA Hanover Property) from GVH (Hanover), L.P., which is not affiliated with us, our subsidiaries or affiliates. The RA Hanover Property was constructed in 2006 on an approximately 3.9 acre site in Hanover Borough, Pennsylvania. The area surrounding the RA Hanover Property is shared by commercial and residential developments.
The purchase price of the RA Hanover Property was approximately $6.3 million, exclusive of closing costs. The acquisition was funded by net proceeds from our ongoing public offering and an approximately $4.1 million loan from Bear Stearns, which is secured by the RA Hanover Property (the RA Hanover Loan). In connection with the acquisition, we paid an affiliate of our advisor an acquisition fee of approximately $127,000 and our advisor a finance coordination fee of approximately $41,000.
The RA Hanover Property is 100% leased to RA Pennsylvania, which is a wholly-owned subsidiary of Rite Aid, which guarantees the lease. The RA Hanover Property is subject to a net lease, which commenced on October 11, 2006, pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent. The current aggregate annual base rent of $493,787 is fixed through the initial lease term, which expires October 31, 2026. RA Pennsylvania has four options to renew the lease, each for an additional five-year term beginning on November 1, 2026, with rental escalations of 3.0% at the beginning of each five-year renewal term.
Cole Realty has the sole and exclusive right to manage, operate, lease and supervise the overall maintenance of the RA Hanover Property and will receive a property management fee of 2.0% of the monthly gross revenue from the RA Hanover Property. We currently have no plans for any renovations, improvements or development of the RA Hanover Property. We believe the RA Hanover Property is adequately insured.
The RA Hanover Loan has a fixed interest rate of 6.11% per annum with monthly interest-only payments. The outstanding principal and any accrued and unpaid interest is due on November 1, 2016 (the RA Hanover Maturity Date). The RA Hanover Loan is generally non-recourse to RA Hanover and Cole OP II, but both are liable for customary non-recourse carveouts.
The RA Hanover Loan may not be prepaid, in whole or in part, except under the following circumstances: (i) full prepayment may be made on any of the three (3) monthly payment dates occurring immediately prior to the RA Hanover Maturity Date and (ii) partial prepayments resulting from Bear Stearns election to apply insurance or condemnation proceeds may be made to reduce the outstanding principal balance of the RA Hanover Loan. Notwithstanding the prepayment limitations, RA Hanover may sell the RA Hanover Property to a buyer that assumes the RA Hanover Loan. The transfer shall be subject to Bear Stearns approval of the proposed buyer and the payment of Bear Stearns costs and expenses associated with the sale of the RA Hanover Property.
8
Failure to make any required payments under the RA Hanover Loan in a timely manner will cause an event of default, which will result in a 4.0% default interest rate in excess of the applicable interest rate, late charges equal to 5.0% of the amount of such overdue payment, and all interest and principal becoming immediately due and payable in full.
American TV & Appliance Peoria, Illinois
On October 23, 2006, Cole AM Peoria IL, LLC, a Delaware limited liability company (AM Peoria), a wholly-owned subsidiary of Cole OP II, acquired a 100% fee simple interest in an approximately 127,000 square foot single-tenant retail building (the AM Peoria Property) from ATP I, LLC, which is not affiliated with us, our subsidiaries or affiliates. The AM Peoria Property was constructed in 2003 on an approximately 12.5 acre site in Peoria, Illinois. The area surrounding the AM Peoria Property is shared by commercial, retail and residential developments.
The purchase price of the AM Peoria Property was $11.3 million, exclusive of closing costs. The acquisition was funded by net proceeds from our ongoing public offering and an approximately $7.4 million loan from General Electric Capital Business Asset Funding Corporation, which was assumed by Cole OP II and secured by the AM Peoria Property (the AM Peoria Loan). In connection with the acquisition, we paid an affiliate of our advisor an acquisition fee of $230,000 and our advisor a finance coordination fee of approximately $74,000.
The AM Peoria Property is 100% leased to American TV & Appliance of Madison, Inc. (American TV). The AM Peoria Property is subject to a net lease, which commenced on September 24, 2003, pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent. The current aggregate annual base rent of $840,750 has rental escalations of 10% on October 1, 2008 and October 1, 2013. The initial lease term expires September 23, 2018. American TV has eight options to renew the lease, each for an additional five-year term beginning on September 24, 2018, with rental escalations of 7.5% at the beginning of each five-year renewal term.
American TV was founded in 1954 and currently operates 15 retail electronic stores in five states across the midwest United States. In determining the creditworthiness of American TV, we considered a variety of factors, including historical financial information and financial performance and local market position.
Cole Realty has the sole and exclusive right to manage, operate, lease and supervise the overall maintenance of the AM Peoria Property and will receive a property management fee of 2.0% of the monthly gross revenue from the AM Peoria Property. We currently have no plans for any renovations, improvements or development of the AM Peoria Property. We believe the AM Peoria Property is adequately insured.
The AM Peoria Loan has a fixed interest rate of 6.0% per annum (the AM Peoria Interest Rate) with monthly principal and interest payments and the outstanding principal and any accrued interest due on October 1, 2018. The AM Peoria Loan may be prepaid in whole, but not in part, subject to a prepayment premium. The AM Peoria Loan is generally non-recourse to AM Peoria and Cole OP II, but both are liable for customary non-recourse carveouts. In the event the AM Peoria Loan is not paid off on the maturity date, the AM Peoria Loan would become subject to default provisions, including, that all obligations would become immediately due and payable and the AM Peoria Loan would be subject to a default interest rate equal to the AM Peoria Interest Rate plus 500 basis points or 15% per annum, whichever is higher, provided that such interest rate shall not exceed the maximum interest rate permitted by law.
Potential Property Investments
Our advisor has identified the following properties as potential suitable investments for us. The acquisition of each such property is subject to a number of conditions. A significant condition to acquiring any one of these potential acquisitions is our ability to raise sufficient proceeds in this offering to pay a portion of the purchase price. An additional condition to acquiring these properties will be our securing debt financing to pay the balance of the purchase price. Such financing may not be available on acceptable terms or at all.
Our evaluation of a property as a potential acquisition, including the appropriate purchase price, will include our consideration of a property condition report; unit-level store performance; property location, visibility and access; age of the property, physical condition and curb appeal; neighboring property uses; local market conditions, including vacancy rates; area demographics, including trade area population and average household income; neighborhood growth patterns and economic conditions; and the presence of demand generators.
9
We will decide whether to acquire these properties generally based upon:
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satisfaction of the conditions to the acquisitions contained in the respective contracts; |
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no material adverse change occurring relating to the properties, the tenants or in the local economic conditions; |
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our receipt of sufficient net proceeds from the offering of our common stock to the public and financing proceeds to make these acquisitions; and |
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our receipt of satisfactory due diligence information including appraisals, environmental reports and tenant and lease information.
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Other properties may be identified in the future that we may acquire before or instead of these properties. Due to the considerable conditions to the consummation of the acquisition of these properties, we cannot make any assurances that the closing of these acquisitions is probable.
Office Depot Oxford, Mississippi
Series C, LLC (Series C) an affiliate of our advisor, has entered into an agreement to purchase an approximately 20,000 square foot single-tenant retail building on an approximately 2.7 acre site located in Oxford, Mississippi (the OD Oxford Property), for a purchase price of approximately $3.5 million, exclusive of closing costs (the OD Oxford Agreement). Subject to the satisfactory completion of certain conditions to closing, we expect that Series C will assign all of its rights and obligations under the OD Oxford Agreement to a wholly-owned subsidiary of Cole OP II prior to the closing of the transaction.
The OD Oxford Property was constructed in 2006 and is 100% leased to Office Depot, Inc. (Office Depot). The OD Oxford Property is subject to a net lease, pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent. The annual base rent of $264,000 is fixed through the first ten years of the initial lease term and increases to $290,400 in the eleventh year through the remainder of the initial lease term, which expires October 31, 2021. Office Depot has three options to renew the lease, each for an additional five-year term beginning on November 1, 2021, with rental escalations of 10.0% at the beginning of each five-year renewal term.
We expect to purchase the OD Oxford Property with proceeds from our ongoing public offering and an approximately $2.3 million loan to be secured by the OD Oxford Property (the OD Oxford Property Loan). We expect the loan to be a ten-year fixed rate, interest only loan.
Office Depot Enterprise, Alabama
Cole Acquisitions I, LLC (Cole Acquisitions) has entered into an agreement to purchase an approximately 20,000 square foot single-tenant retail building on an approximately 4.2 acre site located in Enterprise, Alabama (the OD Enterprise Property), for a purchase price of approximately $2.9 million, exclusive of closing costs (the OD Enterprise Agreement). Subject to the satisfactory completion of certain conditions to closing, we expect that Cole Acquisitions will assign all of its rights and obligations under the OD Enterprise Agreement to a wholly-owned subsidiary of Cole OP II prior to the closing of the transaction.
The OD Enterprise Property was constructed in 2006 and is 100% leased to Office Depot. The OD Enterprise Property is subject to a net lease, pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent. The annual base rent of $215,000 is fixed through the first ten years of the initial lease term and increases to $225,000 in the eleventh year through the remainder of the initial lease term, which expires October 31, 2021. Office Depot has three options to renew the lease, each for an additional five-year term beginning on November 1, 2021, with rental escalations of 10.0% at the beginning of each five-year renewal term.
We expect to purchase the OD Enterprise Property with proceeds from our ongoing public offering and an approximately $1.9 million loan to be secured by the OD Enterprise Property (the OD Enterprise Property Loan). We expect the loan to be a ten-year fixed rate, interest only loan.
10
Tractor Supply La Grange, Texas
Cole Acquisitions has entered into an agreement to purchase an approximately 25,000 square foot single-tenant retail building on an approximately 4.5 acre site located in La Grange, Texas (the TS La Grange Property), for a purchase price of approximately $2.6 million, exclusive of closing costs (the TS La Grange Agreement). Subject to the satisfactory completion of certain conditions to closing, we expect that Cole Acquisitions will assign all of its rights and obligations under the TS La Grange Agreement to a wholly-owned subsidiary of Cole OP II prior to the closing of the transaction.
The TS La Grange Property was constructed in 2006 and is 100% leased to Tractor Supply Co. of Texas, LP, a wholly-owned subsidiary of Tractor Supply Company (Tractor Supply), which guarantees the lease. The TS La Grange Property is subject to a net lease, pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent. The annual base rent of $189,000 has rental escalations of 10% beginning on June 1, 2011 and June 1, 2016. The initial lease term expires May 31, 2021. Tractor Supply has four options to renew the lease, each for an additional five-year term beginning on June 1, 2021, with rental escalations of 10.0% at the beginning of each five-year renewal term.
We expect to purchase the TS La Grange Property with proceeds from our ongoing public offering and an approximately $1.3 million loan to be secured by the TS La Grange Property (the TS La Grange Property Loan). We expect the loan to be a ten-year fixed rate, interest only loan.
Staples Peru, Illinois
Cole Acquisitions has entered into an agreement to purchase an approximately 24,000 square foot single-tenant retail building on an approximately 2.3 acre site located in Peru, Illinois (the ST Peru Property), for a purchase price of approximately $3.2 million, exclusive of closing costs (the ST Peru Agreement). Subject to the satisfactory completion of certain conditions to closing, we expect that Cole Acquisitions will assign all of its rights and obligations under the ST Peru Agreement to a wholly-owned subsidiary of Cole OP II prior to the closing of the transaction.
The ST Peru Property was constructed in 1998 and is 100% leased to Staples, Inc. (Staples) The ST Peru Property is subject to a net lease, pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent. The annual base rent of $257,194 has rental escalations of 1% every five-years of the initial lease term, which expires June 30, 2013, and all renewal options. Staples has three options to renew the lease, each for an additional five-year term beginning on July 1, 2013.
We expect to purchase the ST Peru Property with proceeds from our ongoing public offering and an approximately $2.1 million loan to be secured by the ST Peru Property (the ST Peru Property Loan). We expect the loan to be a ten-year fixed rate, interest only loan.
11
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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Page |
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Summary Financial Information of Businesses Acquired |
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Kohls Wichita, Kansas |
F-2 |
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Overview |
F-2 |
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Summary Financial Data Regarding Kohls |
F-2 |
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Lowes Lubbock, Texas |
F-3 |
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Overview |
F-3 |
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Lowes Midland, Texas |
F-3 |
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Overview |
F-3 |
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Summary Financial Data Regarding Lowes |
F-4 |
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Advance Auto Grand Bay, Alabama |
F-5 |
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Overview |
F-5 |
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Advance Auto Hurley, Mississippi |
F-5 |
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Overview |
F-5 |
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Advance Auto Rainsville, Alabama |
F-5 |
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Overview |
F-5 |
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Summary Financial Data Regarding Advance Auto |
F-6 |
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Golds Gym OFallon, Illinois |
F-7 |
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Overview |
F-7 |
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Independent Auditors Report |
F-8 |
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Statement of Revenues and Certain Operating Expenses for the year Ended December 31, 2005 and the Six Months Ended June 30, 2006 (Unaudited) |
F-9 |
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Notes to the Statement of Revenues and Certain Operating Expenses |
F-10 |
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Rite Aid Glassport, Pennsylvania |
F-12 |
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Overview |
F-12 |
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Rite Aid Hanover Borough, Pennsylvania |
F-12 |
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Overview |
F-12 |
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Summary Financial Data Regarding Rite Aid |
F-13 |
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Davids Bridal and Radio Shack Topeka, Kansas |
F-14 |
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Overview |
F-14 |
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American TV & Appliance Peoria, Illinois |
F-15 |
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Overview |
F-15 |
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Independent Auditors Report |
F-16 |
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Statement of Revenues and Certain Operating Expenses for the year Ended December 31, 2005 and the Nine Months Ended June 30, 2006 (Unaudited) |
F-17 |
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Notes to the Statement of Revenues and Certain Operating Expenses |
F-18 |
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Summary Financial Information of Probable Business Acquisitions |
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Office Depot Oxford, Mississippi |
F-20 |
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Overview |
F-20 |
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Office Depot Enterprise, Alabama |
F-20 |
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Overview |
F-20 |
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Unaudited Pro Forma Financial Statements Cole Credit Property Trust II, Inc. |
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Aggregated Pro Forma Financial Statements (Unaudited) |
F-21 |
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Pro Forma Consolidated Balance Sheet as of June 30, 2006 (Unaudited) |
F-21 |
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Pro Forma Consolidated Statement of Operations for the Six Months Ended June 30, 2006 (Unaudited) |
F-22 |
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Notes to Pro Forma Consolidated Financial Statements (Unaudited) |
F-23 |
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Pro Forma Consolidated Statement Operations for the Year Ended December 31, 2005 (Unaudited) |
F-26 |
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Notes to Pro Forma Consolidated Statement of Operations (Unaudited) |
F-27 |
F-1
SUMMARY FINANCIAL INFORMATION OF BUSINESSES ACQUIRED
Summary Financial Data
Kohls Corporation
Kohls Wichita, Kansas
Overview
On September 27, 2006, we acquired an approximately 87,000 square foot single-tenant retail building on an approximately 9.0 acre site located in Wichita, Kansas (the KO Wichita Property), which was constructed in 1996. The KO Wichita Property is 100% leased to Kohls Illinois, Inc. a wholly-owned subsidiary of Kohls Corporation (Kohls) which guarantees the lease. The KO Wichita Property is subject to a net lease pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent.
The purchase price of the KO Wichita Property was approximately $7.9 million, exclusive of closing costs. The acquisition was funded by net proceeds from our ongoing public offering and an approximately $5.2 million loan secured by the KO Wichita Property, the OT Oxford Property, the LO Midland Property and the LO Lubbock Property.
Kohls currently operates approximately 730 retail department stores in 41 states. Kohls has a Standard & Poors Credit Rating of BBB+ and its stock is publicly traded on the New York Stock Exchange under the ticker symbol KSS.
In evaluating the KO Wichita Property as a potential acquisition and determining the appropriate amount of consideration to be paid for our interests therein, a variety of factors were considered, including our consideration of property condition reports; unit-level store performance; property location; visibility and access; age of the property; physical condition and curb appeal; neighboring property uses; local market conditions; including vacancy rates; area demographics, including trade area population and average household income; neighborhood growth patterns and economic conditions; and the presence of demand generators. After reasonable inquiry, we are not aware of any material factors relating to the property, other than those discussed above, that would cause the reported financial information not to be necessarily indicative of future operating results.
Because the KO Wichita Property is 100% leased to a single tenant on a long-term basis under a net lease that transfers substantially all of the operating costs to the tenant, we believe that the financial condition and results of operations of the lease guarantor, Kohls, is more relevant to investors than the financial statements of the property acquired in order to enable investors to evaluate the credit-worthiness of the lessee. Additionally, because the property is subject to a net lease, the historical property financial statements provide limited information other than rental income, which is disclosed in the section captioned Investment Objectives and Policies Real Property Investments beginning on page 82 of the prospectus. As a result, pursuant to guidance provided by the Securities and Exchange Commission, we have not provided audited financial statements of the property acquired.
Kohls currently files its financial statements in reports filed with the Securities and Exchange Commission, and the following summary financial data regarding Kohls are taken from its previously filed public reports:
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For the Six Months Ended |
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For the Fiscal Year Ended |
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7/29/2006 |
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1/28/2006 |
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1/29/2005 |
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1/31/2004 |
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(in millions) |
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Consolidated Statements of Operations |
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Revenues |
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$ |
6,476 |
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$ |
13,402 |
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$ |
11,701 |
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$ |
10,282 |
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Operating Income |
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658 |
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1,416 |
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1,193 |
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951 |
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Net Income |
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400 |
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842 |
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703 |
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546 |
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As of |
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As of the Fiscal Year Ended |
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7/29/2006 |
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1/28/2006 |
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1/29/2005 |
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1/31/2004 |
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(in millions) |
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Consolidated Balance Sheets |
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Total Assets |
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$ |
8,649 |
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$ |
9,153 |
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$ |
7,979 |
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$ |
6,691 |
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Long-term Debt |
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1,041 |
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1,046 |
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1,103 |
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1,076 |
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Stockholders Equity |
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5,319 |
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5,957 |
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5,034 |
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4,212 |
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For more detailed financial information regarding Kohls, please refer to its financial statements, which are publicly available with the Securities and Exchange Commission at http://www.sec.gov .
F-2
Summary Financial Data
Lowes Companies, Inc.
Lowes Lubbock, Texas
Overview
On September 27, 2006, we acquired an approximately 130,000 square foot single-tenant retail building on an approximately 16.6 acre site located in Lubbock, Texas (the LO Lubbock Property), which was constructed in 1996. The LO Lubbock Property is 100% leased to Lowes Home Centers, Inc. (Lowes Home), a wholly-owned subsidiary of Lowes Companies, Inc. (Lowes), which guarantees the lease. The LO Lubbock Property is subject to a net lease pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent.
The purchase price of the LO Lubbock Property was approximately $11.5 million, exclusive of closing costs. The acquisition was funded by net proceeds from our ongoing public offering and an approximately $7.5 million loan secured by the KO Wichita Property, the OT Oxford Property, the LO Midland Property and the LO Lubbock Property.
Lowes Midland, Texas
Overview
On September 27, 2006, we acquired an approximately 130,000 square foot single-tenant retail building on an approximately 18.5 acre site located in Midland, Texas (the LO Midland Property), which was constructed in 1996. The LO Midland Property is 100% leased to Lowes Home, a wholly-owned subsidiary of Lowes, which guarantees the lease. The LO Midland Property is subject to a net lease pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent.
The purchase price of the LO Midland Property was approximately $11.1 million, exclusive of closing costs. The acquisition was funded by net proceeds from our ongoing public offering and an approximately $7.2 million loan secured by the KO Wichita Property, the OT Oxford Property, the LO Midland Property and the LO Lubbock Property.
Lowes operates retail home improvement stores across the United States and Canada. Lowes has a Standard & Poors Credit Rating of A+ and its stock is publicly traded on the New York Stock Exchange under the ticker symbol LOW.
In evaluating the LO Midland Property and the LO Lubbock Property as potential acquisitions and determining the appropriate amount of consideration to be paid for our interests therein, a variety of factors were considered, including our consideration of property condition reports; unit-level store performance; property location; visibility and access; age of the property; physical condition and curb appeal; neighboring property uses; local market conditions; including vacancy rates; area demographics, including trade area population and average household income; neighborhood growth patterns and economic conditions; and the presence of demand generators. After reasonable inquiry, we are not aware of any material factors relating to the properties, other than those discussed above, that would cause the reported financial information not to be necessarily indicative of future operating results.
Because the LO Midland Property and LO Lubbock Property are 100% leased to a single tenant on a long-term basis under a net lease that transfers substantially all of the operating costs to the tenant, we believe that the financial condition and results of operations of the lease guarantor, Lowes, are more relevant to investors than the financial statements of the properties acquired in order to enable investors to evaluate the credit-worthiness of the lessee. Additionally, because the properties are subject to a net lease, the historical property financial statements provide limited information other than rental income, which is disclosed in the section captioned Investment Objectives and Policies Real Property Investments beginning on page 82 of the prospectus. As a result, pursuant to guidance provided by the Securities and Exchange Commission, we have not provided audited financial statements of the properties acquired.
F-3
Lowes currently files its financial statements in reports filed with the Securities and Exchange Commission, and the following summary financial data regarding Lowes are taken from its previously filed public reports:
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For the Six Months Ended |
|
|
For the Fiscal Year Ended |
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|
8/4/2006 |
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|
2/3/2006 |
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1/28/2005 |
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1/30/2004 |
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(in millions) |
| |||||||||||||||||||
Consolidated Statements of Operations |
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|
|
|
|
|
|
|
|
|
|
|
|
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Revenues |
|
$ |
25,310 |
|
|
$ |
43,243 |
|
|
$ |
36,464 |
|
|
$ |
30,838 |
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Operating Income |
|
|
2,953 |
|
|
|
4,664 |
|
|
|
3,712 |
|
|
|
3,124 |
| ||||||||||
Net Income |
|
|
1,776 |
|
|
|
2,771 |
|
|
|
2,176 |
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|
|
1,844 |
| ||||||||||
|
|
As of |
|
|
As of the Fiscal Year Ended |
| ||||||||||||||||||||
|
|
8/4/2006 |
|
|
2/3/2006 |
|
|
1/28/2005 |
|
|
1/30/2004 |
| ||||||||||||||
|
|
|
|
|
|
(in millions) |
| |||||||||||||||||||
Consolidated Balance Sheets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Total Assets |
|
$ |
26,037 |
|
|
$ |
24,639 |
|
|
$ |
21,138 |
|
|
$ |
18,751 |
| ||||||||||
Long-term Debt |
|
|
3,410 |
|
|
|
3,499 |
|
|
|
3,060 |
|
|
|
3,678 |
| ||||||||||
Stockholders Equity |
|
|
14,920 |
|
|
|
14,296 |
|
|
|
11,535 |
|
|
|
10,216 |
| ||||||||||
For more detailed financial information regarding Lowes, please refer to its financial statements, which are publicly available with the Securities and Exchange Commission at http://www.sec.gov .
F-4
Summary Financial Data
Advance Stores Company Incorporated
Advance Auto Grand Bay, Alabama
Overview
On September 29, 2006, we acquired an approximately 7,000 square foot single-tenant retail building on an approximately 1.0 acre site located in Grand Bay, Alabama (the AA Grand Bay Property), which was constructed in 2005. The AA Grand Bay Property is 100% leased to Advance Stores Company, Inc. (Advance Auto). The AA Grand Bay Property is subject to a net lease pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent.
The purchase price of the AA Grand Bay Property was approximately $1.1 million, exclusive of closing costs. The acquisition was funded by net proceeds from the Companys ongoing public offering.
Advance Auto Hurley, Mississippi
Overview
On September 29, 2006, we acquired an approximately 7,000 square foot single-tenant retail building on an approximately 0.85 acre site located in Hurley, Mississippi (the AA Hurley Property), which was constructed in 2005. The AA Hurley Property is 100% leased to Advance Auto. The AA Hurley Property is subject to a net lease pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent.
The purchase price of the AA Hurley Property was approximately $1.1 million, exclusive of closing costs. The acquisition was funded by net proceeds from the Companys ongoing public offering.
Advance Auto Rainsville, Alabama
Overview
On September 29, 2006, we acquired an approximately 7,000 square foot single-tenant retail building on an approximately 0.88 acre site located in Rainsville, Alabama (the AA Rainsville Property), which was constructed in 2005. The AA Rainsville Property is 100% leased to Advance Auto. The AA Rainsville Property is subject to a net lease pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent.
The purchase price of the AA Rainsville Property was approximately $1.3 million, exclusive of closing costs. The acquisition was funded by net proceeds from the Companys ongoing public offering.
Advance Auto operates over 2,800 auto parts stores in 40 states, Puerto Rico and the Virgin Islands. Advance Auto has a Standard and Poors credit rating of BB+ and its stock is publicly traded on the New York Stock Exchange under the symbol AAP.
In evaluating the AA Grand Bay Property, AA Hurley Property, and the AA Rainsville Property as potential acquisitions and determining the appropriate amount of consideration to be paid for our interests therein, a variety of factors were considered, including our consideration of property condition reports; unit-level store performance; property location, visibility and access; age of the property, physical condition and curb appeal; neighboring property uses; local market conditions, including vacancy rates; area demographics, including trade area population and average household income; neighborhood growth patterns and economic conditions; and the presence of demand generators. After reasonable inquiry, we are not aware of any material factors relating to the properties, other than those discussed above, that would cause the reported financial information not to be necessarily indicative of future operating results.
Because the AA Grand Bay Property, AA Hurley Property, and the AA Rainsville Property are 100% leased to a single tenant on a long-term basis under a net lease that transfers substantially all of the operating costs to the tenant, we believe that the financial condition and results of operations of the lessee, Advance Auto, are more relevant to investors than the financial statements of the properties acquired in order to enable investors to evaluate the credit-worthiness of the lessee. Additionally, because the property is subject to a net lease, the historical property financial statements provide limited information other than rental income, which is disclosed in the section captioned Investment Objectives and Policies Real Property Investments beginning on page 82 of the prospectus. As a result, pursuant to guidance provided by the Securities and Exchange Commission, we have not provided audited financial statements of the properties acquired.
F-5
Advance Auto currently files its financial statements in reports filed with the Securities and Exchange Commission, and the following summary financial data regarding Advance Auto are taken from its previously filed public reports:
|
|
For the 28 Weeks Ended |
|
|
For the Fiscal Year Ended |
|
| |||||||||||||||||
|
|
7/15/2006 |
|
|
12/31/2005 |
|
|
1/1/2005 |
|
|
1/3/2004 |
|
| |||||||||||
|
|
|
|
|
|
(in thousands) |
|
| ||||||||||||||||
Consolidated Statements of Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Revenues |
|
$ |
2,500,867 |
|
|
$ |
4,264,971 |
|
|
$ |
3,770,297 |
|
|
$ |
3,493,696 |
|
| |||||||
Operating Income |
|
|
236,744 |
|
|
|
408,492 |
|
|
|
328,758 |
|
|
|
288,234 |
|
| |||||||
Net Income |
|
|
137,017 |
|
|
|
234,725 |
|
|
|
187,988 |
|
|
|
124,935 |
|
| |||||||
|
|
As of |
|
|
As of the Fiscal Year Ended |
| ||||||||||||||||||
|
|
7/15/2006 |
|
|
12/31/2005 |
|
|
1/1/2005 |
|
|
1/3/2004 |
| ||||||||||||
|
|
|
|
|
|
(in thousands) |
| |||||||||||||||||
Consolidated Balance Sheets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total Assets |
|
$ |
2,622,720 |
|
|
$ |
2,542,149 |
|
|
$ |
2,201,962 |
|
|
$ |
1,983,071 |
| ||||||||
Long-term Debt |
|
|
392,651 |
|
|
|
438,800 |
|
|
|
470,000 |
|
|
|
445,000 |
| ||||||||
Stockholders Equity |
|
|
933,096 |
|
|
|
919,771 |
|
|
|
722,315 |
|
|
|
631,244 |
| ||||||||
For more detailed financial information regarding Advance Auto, please refer to its financial statements, which are publicly available with the Securities and Exchange Commission at http://www.sec.gov .
F-6
Summary Financial Data
Golds Gym International
Golds Gym OFallon, Illinois
Overview
On September 29, 2006, we acquired an approximately 41,000 square foot single-tenant retail building on an approximately 4.5 acre site located in OFallon, Illinois (the GG OFallon Property), which was constructed in 2005. The GG OFallon Property is 100% leased to Golds St Louis, LLC, which is a wholly-owned subsidiary of Golds Gym International, Inc., which guarantees the lease. The GG OFallon Property is subject to a net lease pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent.
The purchase price of the GG OFallon Property was approximately $7.3 million, exclusive of closing costs. The acquisition was funded by net proceeds from the Companys ongoing public offering and an approximately $5.8 million loan secured by the GG OFallon Property.
In evaluating the GG OFallon Property as a potential acquisition and determining the appropriate amount of consideration to be paid for our interests therein, a variety of factors were considered, including our consideration of property condition reports; unit-level store performance; property location; visibility and access; age of the property; physical condition and curb appeal; neighboring property uses; local market conditions; including vacancy rates; area demographics, including trade area population and average household income; neighborhood growth patterns and economic conditions; and the presence of demand generators. After reasonable inquiry, we are not aware of any material factors relating to the property, other than those discussed above, that would cause the reported financial information not to be necessarily indicative of future operating results.
F-7
Independent Auditors Report
To the Board of Directors and Stockholders of
Cole Credit Property Trust II, Inc.
Phoenix, AZ
We have audited the accompanying statement of revenues and certain operating expenses (the Historical Summary) of the GG OFallon Property (the Property) for the year ended December 31, 2005. This Historical Summary is the responsibility of Cole Credit Property Trust II, Inc. management. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the Post Effective Amendment of Cole Credit Property Trust II, Inc) as described in Note 1 to the Historical Summary and is not intended to be a complete presentation of the Propertys revenues and expenses.
In our opinion, such Historical Summary presents fairly, in all material respects, the revenue and certain operating expenses described in Note 1 to the Historical Summary of the GG OFallon Property for the year ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.
/s/ DELOITTE & TOUCHE, LLP
Phoenix, Arizona
September 23, 2006
F-8
GG OFallon Property | ||||||
Statement of Revenues and Certain Operating Expenses | ||||||
For the Year Ended December 31, 2005 and | ||||||
the Six Months Ended June 30, 2006 (Unaudited) | ||||||
|
|
|
|
| ||
|
|
|
|
Six Months Ended | ||
|
|
Year Ended |
|
June 30, 2006 | ||
|
|
December 31, 2005 |
|
(Unaudited) | ||
Revenues: |
|
|
|
|
|
|
Rental revenue |
|
$ |
648,461 |
|
$ |
304,231 |
Tenant reimbursement income |
|
|
588 |
|
|
2,298 |
Total revenues |
|
|
649,049 |
|
|
306,529 |
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
Property operating expenses |
|
|
734 |
|
|
- |
Insurance expense |
|
|
- |
|
|
2,298 |
Total certain operating expenses |
|
|
734 |
|
|
2,298 |
|
|
|
|
|
|
|
Revenues in excess of certain operating expenses |
|
$ |
648,315 |
|
$ |
304,231 |
?
See accompanying notes to statement of revenues and certain operating expenses.
F-9
GG OFallon Property
Notes to the Statement of Revenues and Certain Operating Expenses
For the Year Ended December 31, 2005
and the Six Months Ended June 30, 2006 (Unaudited)
1. Basis of Presentation
Cole Acquisitions I, LLC (Cole Acquisitions), an affiliate of Cole Credit Property Trust II, Inc. (the Company) and our advisor, Cole Operating Partnership II, LP (Cole OP II), has entered into an agreement to purchase an approximately 41,000 square foot single-tenant retail building on an approximately 4.5 acre site located in OFallon, Illinois (the GG OFallon Property). Subject to satisfactory completion of certain conditions to closing, we expect that Cole Acquisitions will assign all of its rights and obligations under the GG OFallon Agreement to a wholly-owned subsidiary of Cole OP II prior to closing of the transaction. The GG OFallon Property is 100% leased to Golds St. Louis, LLC, (Golds St. Louis) a wholly-owned subsidiary of Golds Gym International, Inc. (Golds Gym) which guarantees the lease. The GG OFallon Property is subject to a net lease pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent.
The statement of revenues and certain operating expenses (the Historical Summary) has been prepared for the purpose of complying with the provisions of Article 3-14 of Regulation S-X promulgated by the Securities and Exchange Commission (the SEC), which requires certain information with respect to real estate operations to be included with certain filings with the SEC. These Historical Summaries include the historical revenues and certain operating expenses of the GG OFallon Property, exclusive of items which may not be comparable to the proposed future operations of the GG OFallon Property. Material amounts that would not be directly attributable to future operating results of the GG OFallon Property are excluded, and the financial statements are not intended to be a complete presentation of the GG OFallon Propertys revenues and expenses. Items excluded consist of depreciation and interest expense.
2. Significant Accounting Policies
Revenue Recognition
The lease is accounted for as an operating lease and minimum rental income is recognized on a straight-line basis over the remaining term of the lease.
Repairs and Maintenance
Expenditures for repairs and maintenance are expensed as incurred.
Use of Estimates
The preparation of historical summaries in conformity with generally accepted accounting principles requires the Companys management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period. Actual results could differ from those estimates.
3. Lease
The aggregate annual minimum future rental payments on the non-cancelable operating lease in effect as of December 31, 2005 are as follows:
?
Year ending December 31: |
|
|
|
2006 |
|
$ |
588,000 |
2007 |
|
|
588,000 |
2008 |
|
|
588,000 |
2009 |
|
|
588,000 |
2010 |
|
|
588,000 |
Thereafter |
|
|
5,260,200 |
Total |
|
$ |
8,200,200 |
The minimum future rental income represents the base rent required to be paid under the terms of the lease exclusive of charges for contingent rents, electrical services, real estate taxes, and operating cost escalations.
F-10
GG OFallon Property
Notes to the Statement of Revenues and Certain Operating Expenses
For the Year Ended December 31, 2005
and the Six Months Ended June 30, 2006 (Unaudited)
4. Tenant Concentration
As of December 31, 2005, our tenant, Golds St. Louis, accounted for 23% of the December 31, 2005 rental income for the GG OFallon Property. Prior to the lease commencement date on October 1, 2005, by Golds St. Louis, a previous tenant accounted for 77% of the rental income for the same period. If the tenant were to default on their lease, future revenue of the GG OFallon Property would be materially and adversely impacted.
5. Commitments and Contingencies
Litigation
The GG OFallon Property may be subject to legal claims in the ordinary course of business as a property owner. The Company believes that the ultimate settlement of any potential claims will not have a material impact on the GG OFallon Propertys results of operations.
Environmental Matters
In connection with the ownership and operation of real estate, the GG OFallon Property may be potentially liable for costs and damages related to environmental matters. The GG OFallon Property has not been notified by any governmental authority of any non-compliance, liability or other claim, and the Company is not aware of any other environmental condition that they believe will have a material adverse effect on the GG OFallon Propertys results of operations.
F-11
Summary Financial Data
Rite Aid Corporation
Rite Aid Glassport, Pennsylvania
Overview
On October 4, 2006, we acquired an approximately 15,000 square foot single-tenant retail building on an approximately 1.8 acre site located in Glassport, Pennsylvania (the RA Glassport Property), which was constructed in 2006. The RA Glassport Property is 100% leased to Rite Aid of Pennsylvania, Inc. (RA Pennsylvania) which is a wholly-owned subsidiary of Rite Aid Corporation (Rite Aid), which guarantees the lease. The RA Glassport Property is subject to a net lease pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent.
The purchase price of the RA Glassport Property was approximately $3.8 million, exclusive of closing costs. The acquisition was funded by net proceeds from our ongoing public offering and an approximately $2.3 million loan secured by the RA Glassport Property.
Rite Aid Hanover, Pennsylvania
Overview
On October 17, 2006, we acquired an approximately 15,000 square foot single-tenant retail building on an approximately 3.9 acre site located in Hanover, Pennsylvania (the RA Hanover Property), which was constructed in 2006. The RA Hanover Property is 100% leased to RA Pennsylvania which is a wholly-owned subsidiary of Rite Aid, which guarantees the lease. The RA Hanover Property is subject to a net lease pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent.
The purchase price of the RA Hanover Property was approximately $6.3 million, exclusive of closing costs. The acquisition was funded by net proceeds from our ongoing public offering and an approximately $4.1 million loan secured by the RA Hanover Property.
Rite Aid has operates over 3,300 stores in 28 states and Washington, DC. Rite Aid has a Standard and Poors credit rating of B+ and its stock is publicly traded on the New York Stock Exchange under the ticker symbol RAD.
In evaluating the RA Glassport Property and the RA Hanover Property as potential acquisitions and determining the appropriate amount of consideration to be paid for our interests therein, a variety of factors were considered, including our consideration of property condition reports; unit-level store performance; property location, visibility and access; age of the property, physical condition and curb appeal; neighboring property uses; local market conditions, including vacancy rates; area demographics, including trade area population and average household income; neighborhood growth patterns and economic conditions; and the presence of demand generators. After reasonable inquiry, we are not aware of any material factors relating to the RA Glassport Property and the RA Hanover Property, other than those discussed above, that would cause the reported financial information not to be necessarily indicative of future operating results.
Because the RA Glassport Property and RA Hanover Property is leased to a single tenant on a long-term basis under a net lease that transfers substantially all of the operating costs to the tenant, we believe that the financial condition and results of operations of the lease guarantor, Rite Aid, are more relevant to investors than the financial statements of the properties acquired in order to enable investors to evaluate the credit-worthiness of the lessee. Additionally, because the property is subject to a net lease, the historical property financial statements provide limited information other than rental income, which is disclosed in the section captioned Investment Objectives and Policies Real Property Investments beginning on page 82 of the prospectus. As a result, pursuant to guidance provided by the Securities and Exchange Commission, we have not provided audited financial statements of the properties acquired.
F-12
Rite Aid currently files its financial statements in reports filed with the Securities and Exchange Commission, and the following summary financial data regarding Rite Aid has been taken from its previously filed public reports:
|
|
For the Six Months Ended |
|
|
For the Fiscal Year Ended |
| ||||||||||||||||
|
|
9/2/2006 |
|
|
3/4/2006 |
|
|
2/26/2005 |
|
|
2/28/2004 |
| ||||||||||
|
|
|
|
|
|
(in thousands) |
| |||||||||||||||
Consolidated Statements of Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Revenues |
|
$ |
8,625,442 |
|
|
$ |
17,270,968 |
|
|
$ |
16,816,439 |
|
|
$ |
16,600,449 |
| ||||||
Operating Income |
|
|
167,336 |
|
|
|
391,687 |
|
|
|
486,009 |
|
|
|
407,494 |
| ||||||
Net Income |
|
|
10,625 |
|
|
|
1,273,006 |
|
|
|
302,478 |
|
|
|
83,379 |
| ||||||
|
|
As of |
|
|
As of the Fiscal Year Ended |
| ||||||||||||||||
|
|
9/2/2006 |
|
|
3/4/2006 |
|
|
2/26/2005 |
|
|
2/28/2004 |
| ||||||||||
|
|
|
|
|
|
(in thousands) |
| |||||||||||||||
Consolidated Balance Sheets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total Assets |
|
$ |
7,035,432 |
|
|
$ |
6,988,371 |
|
|
$ |
5,932,583 |
|
|
$ |
6,245,634 |
| ||||||
Long-term Debt |
|
|
2,299,749 |
|
|
|
2,298,706 |
|
|
|
2,680,998 |
|
|
|
3,451,352 |
| ||||||
Stockholders Equity |
|
|
1,619,633 |
|
|
|
1,606,921 |
|
|
|
322,934 |
|
|
|
(8,277) |
| ||||||
For more detailed financial information regarding Rite Aid, please refer to its financial statements, which are publicly available with the Securities and Exchange Commission at http://www.sec.gov .
F-13
Davids Bridal and RadioShack Topeka, Kansas
Overview
On October 13, 2006, we acquired an approximately 10,000 square foot multi-tenant retail building constructed in 2006 on an approximately 0.98 acre site in Topeka, Kansas (the MT Topeka Property). The MT Topeka Property is 100% leased to two tenants, Davids Bridal, Inc., which is a wholly-owned subsidiary of Federated Department Stores, Inc., and RadioShack Corporation. The purchase price of the MT Topeka Property was approximately $3.0 million, exclusive of closing costs. The acquisition was funded by net proceeds from our ongoing public offering.
In evaluating the MT Topeka Property as a potential acquisition and determining the appropriate amount of consideration to be paid for our interests therein, a variety of factors were considered, including our consideration of property condition reports; unit-level store performance; property location; visibility and access; age of the property; physical condition and curb appeal; neighboring property uses; local market conditions; including vacancy rates; area demographics, including trade area population and average household income; neighborhood growth patterns and economic conditions; and the presence of demand generators. After reasonable inquiry, we are not aware of any material factors relating to the property, other than those discussed above, that would cause the reported financial information not to be necessarily indicative of future operating results.
The MT Topeka Property had no operating history prior to our acquisition of the property on October 13, 2006. Accordingly, we are not required to file financial statements with respect to the acquired property. After reasonable inquiry, we are not aware of any material factors relating to the property that would cause the reported financial information not to be necessarily indicative of future operating results.
F-14
American TV & Appliance of Madison, Inc.
American TV Peoria, Illinois
Overview
On October 23, 2006, we acquired an approximately 127,000 square foot single-tenant retail building on an approximately 12.5 acre site located in Peoria, Illinois (the AM Peoria Property), which was constructed in 2003. The AM Peoria Property is 100% leased to American TV & Appliance of Madison, Inc. The AM Peoria Property is subject to a net lease pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent.
The purchase price of the AM Peoria Property was approximately $11.3 million, exclusive of closing costs. The acquisition was funded by net proceeds from the Companys ongoing public offering and the assumption of an approximately $7.4 million loan secured by the AM Peoria Property.
In evaluating the AM Peoria Property as a potential acquisition and determining the appropriate amount of consideration to be paid for our interests therein, a variety of factors were considered, including our consideration of property condition reports; unit-level store performance; property location; visibility and access; age of the property; physical condition and curb appeal; neighboring property uses; local market conditions; including vacancy rates; area demographics, including trade area population and average household income; neighborhood growth patterns and economic conditions; and the presence of demand generators. After reasonable inquiry, we are not aware of any material factors relating to the property, other than those discussed above, that would cause the reported financial information not to be necessarily indicative of future operating results.
F-15
Independent Auditors Report
To the Board of Directors and Stockholders of
Cole Credit Property Trust II, Inc.
Phoenix, AZ
We have audited the accompanying statement of revenues and certain operating expenses (the Historical Summary) of the AM Peoria Property (the Property) for the year ended December 31, 2005. This Historical Summary is the responsibility of Cole Credit Property Trust II, Inc. management. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the Supplement of Cole Credit Property Trust II, Inc) as described in Note 1 to the Historical Summary and is not intended to be a complete presentation of the Propertys revenues and expenses.
In our opinion, such Historical Summary presents fairly, in all material respects, the revenue and certain operating expenses described in Note 1 to the Historical Summary of the AM Peoria Property for the year ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.
/s/ DELOITTE & TOUCHE, LLP
Phoenix, Arizona
October 27, 2006
F-16
AM Peoria Property | ||||||
Statement of Revenues and Certain Operating Expenses | ||||||
For the Year Ended December 31, 2005 and | ||||||
the Nine Months Ended September 30, 2006 (Unaudited) | ||||||
|
|
|
|
| ||
|
|
|
|
Nine Months Ended | ||
|
|
Year Ended |
|
September 30, 2006 | ||
|
|
December 31, 2005 |
|
(Unaudited) | ||
Revenues: |
|
|
|
|
|
|
Rental revenue |
|
$ |
927,517 |
|
$ |
695,638 |
|
|
|
|
|
|
|
Total revenues |
|
|
927,517 |
|
|
695,638 |
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
Professional & Administrative Expenses |
|
|
13,830 |
|
|
7,494 |
Total certain operating expenses |
|
|
13,830 |
|
|
7,494 |
|
|
|
|
|
|
|
Revenues in excess of certain operating expenses |
|
$ |
913,687 |
|
$ |
688,144 |
?
See accompanying notes to statement of revenues and certain operating expenses.
F-17
AM Peoria Property
Notes to the Statement of Revenues and Certain Operating Expenses
For the Year Ended December 31, 2005
and the Nine Months Ended September 30, 2006 (Unaudited)
1. Basis of Presentation
On October 23, 2006, Cole Credit Property Trust II, Inc. (the Company) acquired a single-tenant retail building containing approximately 127,000 square feet of rentable space located on an approximately 12.5 acre site in Peoria, Illinois (the AM Peoria Property). The AM Peoria Property is 100% leased to American TV & Appliance of Madison, Inc. (American TV), pursuant to a net lease.
The statement of revenues and certain operating expenses (the Historical Summary) has been prepared for the purpose of complying with the provisions of Article 3-14 of Regulation S-X promulgated by the Securities and Exchange Commission (the SEC), which requires certain information with respect to real estate operations to be included with certain filings with the SEC. These Historical Summaries include the historical revenues and certain operating expenses of the AM Peoria Property, exclusive of items which may not be comparable to the proposed future operations of the AM Peoria Property. Material amounts that would not be directly attributable to future operating results of the AM Peoria Property are excluded, and the financial statements are not intended to be a complete presentation of the AM Peoria Propertys revenues and expenses. Items excluded consist of depreciation and interest expense.
2. Significant Accounting Policies
Revenue Recognition
The lease is accounted for as an operating lease and minimum rental income is recognized on a straight-line basis over the remaining term of the lease.
Repairs and Maintenance
Expenditures for repairs and maintenance are expensed as incurred.
Use of Estimates
The preparation of historical summaries in conformity with generally accepted accounting principles requires the Companys management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period. Actual results could differ from those estimates.
3. Lease
The aggregate annual minimum future rental payments on the non-cancelable operating lease in effect as of December 31, 2005 are as follows:
Year ending December 31: |
|
|
|
2006 |
|
$ |
840,750 |
2007 |
|
|
840,750 |
2008 |
|
|
861,769 |
2009 |
|
|
924,825 |
2010 |
|
|
924,825 |
Thereafter |
|
|
7,629,826 |
Total |
|
$ |
12,022,725 |
The minimum future rental income represents the base rent required to be paid under the terms of the lease exclusive of charges for contingent rents, electrical services, real estate taxes, and operating cost escalations.
F-18
4. Tenant Concentration
For the year ended December 31, 2005, our sole tenant, American TV accounted for 100% of the annual rental income for the AM Peoria Property. If the tenant were to default on their lease, future revenue of the AM Peoria Property would be materially and adversely impacted.
5. Commitments and Contingencies
Litigation
The AM Peoria Property may be subject to legal claims in the ordinary course of business as a property owner. The Company believes that the ultimate settlement of any potential claims will not have a material impact on the AM Peoria Propertys results of operations.
Environmental Matters
In connection with the ownership and operation of real estate, the AM Peoria Property may be potentially liable for costs and damages related to environmental matters. The AM Peoria Property has not been notified by any governmental authority of any non-compliance, liability or other claim, and the Company is not aware of any other environmental condition that they believe will have a material adverse effect on the AM Peoria Propertys results of operations.
F-19
Summary Financial Data
Probable Acquisitions
Office Depot, Inc.
Office Depot Oxford, Mississippi
Series C, an affiliate of our advisor, has entered into an agreement to purchase an approximately 20,000 square foot single-tenant retail building on an approximately 2.7 acre site located in Oxford, Mississippi (the OD Oxford Property). Subject to satisfactory completion of certain conditions to closing, we expect that Series C will assign all of its rights and obligations under the OD Oxford Agreement to a wholly-owned subsidiary of Cole OP II prior to closing of the transaction. The OD Oxford Property is 100% leased to Office Depot, Inc. (Office Depot). The OD Oxford Property is subject to a net lease pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent.
The purchase price of the OD Oxford Property will be approximately $3.5 million, exclusive of closing costs. We expect to purchase the OD Oxford Property with proceeds from our ongoing public offering and an approximately $2.3 million loan to be secured by the OD Oxford Property. We expect the loan to be a ten-year fixed rate, interest only loan.
Office Depot Enterprise, Alabama
Cole Acquisitions, an affiliate of our advisor, has entered into an agreement to purchase an approximately 20,000 square foot single-tenant retail building on an approximately 4.2 acre site located in Enterprise, Alabama (the OD Enterprise Property). Subject to satisfactory completion of certain conditions to closing, we expect that Cole Acquisitions will assign all of its rights and obligations under the OD Enterprise Agreement to a wholly-owned subsidiary of Cole OP II prior to closing of the transaction. The OD Enterprise Property is 100% leased to Office Depot. The OD Enterprise Property is subject to a net lease pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent.
The purchase price of the OD Enterprise Property will be approximately $2.9 million, exclusive of closing costs. We expect to purchase the OD Enterprise Property with proceeds from our ongoing public offering and an approximately $1.9 million loan to be secured by the OD Enterprise Property. We expect the loan to be a ten-year fixed rate, interest only loan.
Office Depot is a global supplier of office products and services. Office Depot has a Standard & Poors credit rating of BBB- and its stock is publicly traded on the New York Stock Exchange under the ticker symbol ODP.
The OD Oxford Property and OD Enterprise Property will have no operating history prior to our acquisition of the properties. Accordingly, we are not required to file financial statements with respect to the acquired property. After reasonable inquiry, we are not aware of any material factors relating to the property that would cause the reported financial information not to be necessarily indicative of future operating results.
F-20
Cole Credit Property Trust II, Inc.
Pro Forma Consolidated Balance Sheet
As of June 30, 2006
(Unaudited)
The following unaudited Pro Forma Consolidated Balance Sheet is presented as if the Company had acquired the properties described in Note B to the Pro Forma Consolidated Balance Sheet on June 30, 2006. Pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933, as amended, the Company is offering for sale to the public on a best efforts basis a minimum of 250,000 and a maximum of 45,000,000 shares of its common stock at a price of $10 per share, subject to volume and other discounts (the Offering). On September 23, 2005, the Company issued the initial shares under the Offering and commenced its principal operations. Prior to such date, the Company was considered a development stage company and did not have any operations.
This Pro Forma Consolidated Balance Sheet should be read in conjunction with the historical financial statements and notes thereto as filed in the Companys Quarterly Report on Form 10-Q for the six months ended June 30, 2006. The Pro Forma Consolidated Balance Sheet is unaudited and is not necessarily indicative of what the actual financial position would have been had the Company completed the above transactions on June 30, 2006, nor does it purport to represent its future financial position.
|
|
June 30, 2006 |
|
Current Acquisition |
|
Pro Forma |
| |||
|
|
As Reported |
|
Pro Forma Adjustments |
|
June 30, 2006 |
| |||
ASSETS |
|
|
(a) |
|
|
(b) |
|
|
|
|
Real estate assets, at cost: |
|
|
|
|
|
|
|
|
|
|
Land |
|
$ |
58,061,773 |
|
$ |
28,750,895 |
|
$ |
86,812,668 |
|
Buildings and improvements, less accumulated depreciation of $1,597,056 at June 30, 2006 |
|
|
141,977,524 |
|
|
68,982,196 |
|
|
210,959,720 |
|
Intangible lease assets, less accumulated amortization of $770,802 at June 30, 2006 |
|
|
26,491,408 |
|
|
11,899,546 |
|
|
38,390,954 |
|
Total real estate assets |
|
|
226,530,705 |
|
|
109,632,637 |
|
|
336,163,342 |
|
Cash |
|
|
3,344,877 |
|
|
(3,344,877 |
) |
|
|
|
Restricted cash |
|
|
5,083,390 |
|
|
|
|
|
5,083,390 |
|
Rents and tenant receivables |
|
|
649,183 |
|
|
|
|
|
649,183 |
|
Prepaid expenses and other assets |
|
|
193,202 |
|
|
|
|
|
193,202 |
|
Deferred financing costs, less accumulated amortization of $193,545 at June 30, 2006 |
|
|
1,867,331 |
|
|
1,596,109 |
|
|
3,463,440 |
|
Total assets |
|
$ |
237,668,688 |
|
$ |
107,883,869 |
|
$ |
345,552,557 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABLITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
Mortgage notes payable |
|
$ |
129,987,739 |
|
$ |
68,727,971 |
|
$ |
198,715,710 |
|
Notes payable to affiliates |
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
|
1,035,422 |
|
|
|
|
|
1,035,422 |
|
Escrowed investor proceeds |
|
|
5,083,390 |
|
|
|
|
|
5,083,390 |
|
Due to affiliates |
|
|
16,847 |
|
|
|
|
|
16,847 |
|
Acquired below market lease intangibles, less accumulated amortization of $19,650 at June 30, 2006 |
|
|
1,193,809 |
|
|
1,077,090 |
|
|
2,270,899 |
|
Distributions payable |
|
|
536,858 |
|
|
|
|
|
536,858 |
|
Total liabilities |
|
|
137,854,065 |
|
|
69,805,061 |
|
|
207,659,126 |
|
Redeemable common stock |
|
|
782,538 |
|
|
|
|
|
782,538 |
|
Stockholders' equity: |
|
|
|
|
|
|
|
|
|
|
Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued and outstanding at June 30, 2006 |
|
|
|
|
|
|
|
|
|
|
Common stock, $.01 par value, 90,000,000 shares authorized, 11,375,420 issued and outstanding at June 30, 2006 |
|
|
113,754 |
|
|
42,310 |
|
|
156,064 |
|
Capital in excess of par value |
|
|
101,580,706 |
|
|
38,036,498 |
|
|
139,617,204 |
|
Accumulated distributions in excess of earnings |
|
|
(2,662,375 |
) |
|
|
|
|
(2,662,375 |
) |
Total stockholders' equity |
|
|
99,032,085 |
|
|
38,078,808 |
|
|
137,110,893 |
|
Total liabilities and stockholders' equity |
|
$ |
237,668,688 |
|
$ |
107,883,869 |
|
$ |
345,552,557 |
|
F-21
Cole Credit Property Trust II, Inc.
Pro Forma Consolidated Statement of Operations
For the Period Ended June 30, 2006
(Unaudited)
The following unaudited Pro Forma Consolidated Statement of Operations is presented as if the Company had acquired the properties describe in Note B to the Pro Forma Consolidated Statements of Operations on January 1, 2005 or the date significant operations commenced.
This Pro Forma Consolidated Statement of Operations should be read in conjunction with the historical financial statements and notes thereto as filed in the Companys Quarterly Report on Form 10-Q for the six months ended June 30, 2006. The Pro Forma Consolidated Statement of Operations is unaudited and is not necessarily indicative of what the actual results of operations would have been had the Company completed the above transactions on January 1, 2006, nor does it purport to represent its future operations.
|
|
For the |
|
|
|
Pro Forma for |
|
| |||
|
|
Six Months Ended |
|
Current Acquisitions |
|
the Six Months Ended |
|
| |||
|
|
June 30, 2006 As Reported |
|
Pro Forma Adjustments |
|
June 30, 2006 |
|
| |||
Revenues: |
|
|
(a) |
|
|
(c) |
|
|
|
| |
Rental income |
|
$ |
6,287,279 |
|
$ |
6,690,672 |
(d) |
$ |
12,977,951 |
| |
|
|
|
|
|
|
|
|
|
|
| |
Expenses: |
|
|
|
|
|
|
|
|
|
| |
General and administrative |
|
|
540,856 |
|
|
41,167 |
|
|
582,023 |
| |
Property operating expenses |
|
|
294,424 |
|
|
635,283 |
|
|
929,707 |
| |
Property and asset management fees |
|
|
301,368 |
|
|
308,693 |
(e) (f) |
|
610,061 |
| |
Depreciation |
|
|
1,445,573 |
|
|
1,793,084 |
(g) |
|
3,238,657 |
| |
Amortization |
|
|
662,547 |
|
|
625,011 |
(g) |
|
1,287,558 |
| |
Total operating expenses |
|
|
3,244,768 |
|
|
3,403,238 |
|
|
6,648,006 |
| |
Real estate operating income |
|
|
3,042,511 |
|
|
3,287,434 |
|
|
6,329,945 |
| |
|
|
|
|
|
|
|
|
|
|
| |
Other income (expense) |
|
|
|
|
|
|
|
|
|
| |
Interest income |
|
|
87,764 |
|
|
|
|
|
87,764 |
| |
Interest expense |
|
|
(3,494,710 |
) |
|
(2,590,754 |
) (h) |
|
(6,085,464 |
) | |
Total other income (expense) |
|
|
(3,406,946 |
) |
|
(2,590,754 |
) |
|
(5,997,700 |
) | |
Net income (loss) |
|
$ |
(364,435 |
) |
$ |
696,680 |
|
$ |
332,245 |
| |
|
|
|
|
|
|
|
|
|
|
| |
Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
|
| |
Basic and diluted |
|
|
6,587,125 |
|
|
9,019,254 |
(i) |
|
15,606,379 |
| |
|
|
|
|
|
|
|
|
|
|
| |
Net income (loss) per common share |
|
$ |
(0.06 |
) |
|
|
|
$ |
0.02 |
|
F-22
Cole Credit Property Trust II, Inc.
Notes to Pro Forma Consolidated Financial Statements
June 30, 2006
(Unaudited)
|
a. |
Reflects the Companys historical balance sheet as of June 30, 2006, and the Companys historical results of operations for the six months ended June 30, 2006. |
|
b. |
Reflects preliminary purchase price allocations related to the following acquisitions (collectively the Pro Forma Properties): |
Completed Acquisitions
The AA Columbia Heights Property, the AA Fergus Falls Property, the CV Okeechobee Property, the OD Dayton Property, the AA Holland Property, the AA Holland Township Property, the AA Zeeland Property, the CV Orlando Property, the OD Greenville Property, the OD Warrensburg Property, the CV Gulfport Property, the AA Grand Forks Property, the CV Clinton Property, the AA Duluth Property, the WG Picayune Property, the AA Hurley Property, the AA Grand Bay Property, the AA Rainsville Property, the LO Midland Property, the LO Lubbock Property, the KO Wichita Property, the GG OFallon Property, the RA Glassport Property and the AM Peoria Property.
Probable Acquisitions
The TS La Grange Property and the ST Peru Property.
|
c. |
Reflects the pro forma results of operations for the six months ended June 30, 2006 for the following properties (collectively the 2006 Acquisitions): |
The AS Macon Property, the DB Lenexa Property, the CV Scioto Trail Property, the DH Hickory Property, the RA Enterprise Property, the RA Wauseon Property, the RA Saco Property, the ST Crossville Property, the MT Spring Property, the MT Denver Property, the MF Chandler Property, the Wawa Portfolio Properties, the MT Lakewood Property, the RA Cleveland Property, the RA Fremont Property, the WG Knoxville Property, the CV Madison Property, the RA Defiance Property, the CO San Antonio Property, the DG Crossville Property, the DG Ardmore Property, the DG Livingston Property, the WT Arnold Property, the AA Columbia Heights Property, the AA Fergus Falls Property, the CV Okeechobee Property, the OD Dayton Property, the AA Holland Property, the AA Holland Township Property, the AA Zeeland Property, the CV Orlando Property, the OD Greenville Property, the OD Warrensburg Property, the CV Gulfport Property, the AA Grand Forks Property, the CV Clinton Property, the OT Oxford Property, the SP Wichita Property, the CV Portsmouth Property, the AA Greenfield Property, the AA Trenton Property, the RA Lansing Property, the AA Duluth Property, the WG Picayune Property the AA Hurley Property, the AA Grand Bay Property, the AA Rainsville Property, the LO Midland Property, the LO Lubbock Property, the KO Wichita Property, the GG OFallon Property, the RA Glassport Property, the MT Topeka Property, the RA Hanover Property the AM Peoria Property, the TS La Grange Property, and the ST Peru Property.
|
d. |
Represents the straight line rental revenues for the 2006 Acquisitions in accordance with their respective lease agreements. |
|
e. |
Reflects the annualized asset management fee of 0.25% (a monthly rate of 0.02083%) of the 2006 Acquisitions asset value payable to our Advisor. |
|
f. |
Reflects the property management fee equal to 2% of gross revenues of the 2006 Acquisitions payable to an affiliate of our Advisor. |
|
g. |
Represents depreciation and amortization expense for the 2006 Acquisitions. Depreciation and amortization expense are based on the Companys preliminary purchase price allocation. All assets are depreciated on a straight line basis. The estimated useful lives of our assets by class are generally as follows: |
|
Building |
40 years |
|
Tenant improvements |
Lease term |
|
Intangible lease assets |
Lesser of useful life or lease term |
F-23
|
h. |
|
Represents interest expense associated with the debt incurred to finance the acquisitions of the 2006 Acquisitions. The loan terms are as follows:
Fixed Rate Tranches |
|
|
|
Property |
Loan Amount |
Interest Rate |
Maturity |
AS Macon |
$ 3,478,000 |
5.69% |
January 11, 2016 |
DB Lenexa |
1,799,000 |
5.86% |
January 11, 2011 |
RA Enterprise |
2,043,000 |
5.80% |
February 11, 2016 |
RA Wauseon |
2,142,000 |
5.80% |
February 11, 2016 |
ST Crossville |
1,885,000 |
5.71% |
February 11, 2011 |
RA Saco |
1,375,000 |
5.82% |
February 11, 2011 |
MT Denver |
12,025,000 |
5.57% |
March 1, 2011 |
DH Hickory |
2,763,000 |
5.80% |
March 11, 2011 |
MT Spring |
5,940,000 |
5.63% |
April 1, 2016 |
CV Scioto |
1,424,000 |
5.67% |
March 11, 2011 |
MT Lakewood |
1,348,000 |
5.77% |
May 11, 2011 |
RA Cleveland |
1,413,000 |
6.05% |
May 11, 2011 |
RA Fremont |
1,388,000 |
6.05% |
May 11, 2011 |
WG Knoxville |
3,088,000 |
5.80% |
May 11, 2011 |
CO San Antonio |
2,461,000 |
5.86% |
May 11, 2011 |
RA Defiance |
2,321,000 |
5.76% |
January 11, 2016 |
CV Madison |
2,809,000 |
5.60% |
February 11, 2016 |
DG Ardmore |
1,804,000 |
5.79% |
June 11, 2016 |
DG Crossville |
2,400,000 |
5.75% |
June 11, 2016 |
DG Livingston |
2,285,000 |
5.79% |
July 11, 2016 |
RA Lansing |
1,041,000 |
5.90% |
July 1, 2016 |
AA Columbia Heights |
1,038,000 |
5.83% |
July 11, 2016 |
AA Fergus Falls |
722,000 |
5.83% |
July 12, 2016 |
CV Okeechobee |
4,076,000 |
5.60% |
February 11, 2016 |
OD Dayton |
2,130,000 |
5.73% |
January 11, 2016 |
AA Holland |
1,193,000 |
5.83% |
April 11, 2016 |
AA Holland Township |
1,231,000 |
5.83% |
April 11, 2016 |
AA Zeeland |
1,057,000 |
5.83% |
April 11, 2016 |
CV Orlando |
3,016,000 |
5.68% |
April 11, 2016 |
OD Greenville |
2,192,000 |
5.76% |
March 11, 2011 |
OD Warrensburg |
1,810,000 |
5.85% |
April 11, 2011 |
CV Gulfport |
2,611,000 |
5.28% |
April 11, 2016 |
AA Grand Forks |
840,000 |
5.87% |
September 11, 2016 |
CV Clinton |
1,983,000 |
5.74% |
September 11, 2016 |
OT Oxford |
5,175,000 |
6.11% |
September 1, 2016 |
WG Picayune |
2,766,000 |
5.53% |
October 11, 2016 |
LO Midland |
7,150,000 |
6.11% |
September 1, 2016 |
LO Lubbock |
7,475,000 |
6.11% |
September 1, 2016 |
GG OFallon |
3,650,000 |
5.83% |
September 1, 2016 |
KO Wichita |
5,192,000 |
6.11% |
September 1, 2016 |
AA Duluth |
860,000 |
5.87% |
October 11, 2016 |
RA Glassport |
2,325,000 |
6.09% |
November 1, 2016 |
RA Hanover |
4,115,000 |
6.11% |
November 1, 2016 |
AM Peoria |
7,358,971 |
6.00% |
October 1, 2018 |
TS La Grange |
1,677,000 |
5.58% |
December 1, 2016 |
ST Peru |
1,929,000 |
4.99% |
December 1, 2014 |
F-24
Variable Rate Tranches |
|
| ||
Property |
Loan Amount |
Interest Rate |
Maturity | |
AS Macon |
$ 802,000 |
Libor plus 2% |
April 6, 2006 | |
DB Lenexa |
817,000 |
Libor plus 2% |
April 11, 2006 | |
RA Enterprise |
928,000 |
Libor plus 2% |
April 26, 2006 | |
RA Wauseon |
973,000 |
Libor plus 2% |
April 26, 2006 | |
ST Crossville |
435,000 |
Libor plus 2% |
April 26, 2006 | |
RA Saco |
625,000 |
Libor plus 2% |
April 27, 2006 | |
MT Denver |
2,275,000 |
Libor plus 2% |
December 31, 2006 | |
MF Chandler |
4,690,400 |
Libor plus 2% |
December 31, 2006 | |
DH Hickory |
637,000 |
Libor plus 2% |
May 22, 2006 | |
CV Scioto |
329,000 |
Libor plus 2% |
June 8, 2006 | |
Wawa Portfolio |
7,234,787 |
Libor plus 2.2% |
February 26, 2010 | |
MT Lakewood |
612,000 |
Libor plus 2% |
July 20, 2006 | |
RA Cleveland |
642,000 |
Libor plus 2% |
July 27, 2006 | |
RA Fremont |
632,000 |
Libor plus 2% |
July 27, 2006 | |
WG Knoxville |
712,000 |
Libor plus 2% |
August 8, 2006 | |
CO San Antonio |
1,119,000 |
Libor plus 2% |
July 25, 2006 | |
DG Ardmore |
416,000 |
Libor plus 2% |
September 9, 2006 | |
AA Columbia Heights |
346,000 |
Libor plus 2% |
October 6, 2006 | |
AA Fergus Falls |
241,000 |
Libor plus 2% |
October 6, 2006 | |
AA Grand Forks |
280,000 |
Libor plus 2% |
November 15, 2006 | |
CV Clinton |
457,000 |
Libor plus 2% |
December 24, 2006 | |
WG Picayune |
638,000 |
Libor plus 2% |
January 12, 2007 | |
GG OFallon |
2,190,000 |
Libor plus 2% |
January 12, 2007 | |
AA Duluth |
286,000 |
Libor plus 2% |
December 22, 2006 | |
The variable rate tranches have a 90 day repayment term. As such, the interest expense for the six months ended June 30, 2006 include 90 days of interest expense relating to the variable rate tranches as they are scheduled to be paid down 90 days after the acquisition of the Pro Forma Properties.
|
i. |
Represents a pro forma adjustment to the weighted average common shares outstanding to reflect all shares outstanding on June 30, 2006 as though they were issued on January 1, 2005. As the Company had insufficient capital at January 1, 2005 to acquire the respective properties which are included in the pro forma results of operations, it is necessary to assume all of the shares outstanding as of June 30, 2006 were outstanding on January 1, 2005. |
F-25
Cole Credit Property Trust II, Inc.
Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2005
(Unaudited)
The following unaudited Pro Forma Consolidated Statement of Operations is presented as if the Company had acquired the properties indicated in Note B and Note C to the Pro Forma Consolidated Statement of Operations on January 1, 2005 or the date significant operations commenced.
This Pro Forma Consolidated Statement of Operations should be read in conjunction with the historical financial statements and notes thereto as filed in the Companys Annual Report on Form 10-K for the year ended December 31, 2005. The Pro Forma Consolidated Statement of Operations is unaudited and is not necessarily indicative of what the actual results of operations would have been had the Company completed the above transactions on January 1, 2005, nor does it purport to represent its future operations.
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|
|
|
|
|
|
|
|
Pro Forma, |
| |
|
|
|
|
|
|
Total |
|
|
Total |
|
|
For the Year |
| |||
|
|
For the Year Ended |
|
|
2005 Acquisitions |
|
|
2006 Acquisitions |
|
|
Ended |
| ||||
|
|
December 31, 2005 |
|
|
Pro Forma |
|
|
Pro Forma |
|
|
December 31, |
| ||||
|
|
As Reported |
|
|
Adjustments |
|
|
Adjustments |
|
|
2005 |
| ||||
|
|
(a) |
|
|
(b) |
|
|
(c) |
|
|
|
|
| |||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
|
$ |
741,669 |
|
|
$ |
3,801,847 |
(d) |
|
$ |
14,812,364 |
(d) |
|
$ |
19,355,880 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
156,252 |
|
|
|
53,333 |
(k) |
|
|
55,167 |
|
|
|
264,752 |
|
Property operating expenses |
|
|
|
|
|
|
203,555 |
|
|
|
1,052,547 |
|
|
|
1,256,102 |
|
Property and asset management fees |
|
|
38,768 |
|
|
|
222,128 |
(e) (f) |
|
|
710,914 |
(e) (f) |
|
|
971,810 |
|
Depreciation |
|
|
151,472 |
|
|
|
870,723 |
(g) |
|
|
3,931,258 |
(g) |
|
|
4,953,453 |
|
Amortization |
|
|
69,939 |
|
|
|
479,926 |
(g) |
|
|
1,490,434 |
(g) |
|
|
2,040,299 |
|
Total operating expenses |
|
|
416,431 |
|
|
|
1,829,665 |
|
|
|
7,240,320 |
|
|
|
9,486,416 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Real estate operating income |
|
|
325,238 |
|
|
|
1,972,182 |
|
|
|
7,572,044 |
|
|
|
9,869,464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
27,557 |
|
|
|
|
|
|
|
|
|
|
|
27,557 |
|
Interest expense |
|
|
(467,386) |
|
|
|
(2,009,975) |
(i) |
|
|
(6,195,315) |
(h) |
|
|
(8,672,676) |
|
Total other income (expense) |
|
|
(439,829) |
|
|
|
(2,009,975) |
|
|
|
(6,195,315) |
|
|
|
(8,645,119) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net Income (Loss) |
|
$ |
(114,591) |
|
|
$ |
(37,793) |
|
|
$ |
1,376,729 |
|
|
$ |
1,224,345 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted |
|
|
411,909 |
|
|
|
1,810,145 |
(j) |
|
|
8,747,651 |
(j) |
|
|
10,969,705 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted |
|
$ |
(0.28) |
|
|
|
|
|
|
|
|
|
|
$ |
0.11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-26
Cole Credit Property Trust II, Inc.
Notes to Pro Forma Consolidated Financial Statements
December 31, 2005
(Unaudited)
|
a. |
Reflects the Companys historical results of operations for the year ended December 31, 2005. On September 23, 2005, the Company issued the initial shares under the Offering and commenced its principal operations. Prior to such date, the Company was considered a development stage company and did not have any operations. |
|
b. |
Reflects the proforma results of operations for the year ended December 31, 2005 for the following properties (collectively, the 2005 Acquisitions): the TS Parkersburg Property, the WG Brainerd Property, the PT Auburn Hills Property, the RA Alliance Property, the WG SL Properties, the WG Olivette Property, the WG Columbia Property, the CV Alpharetta Property, the CV Richland Hills Property, the LO Enterprise Property, the FE Rockford Property, and the LZ Glendale Property. |
|
c. |
Reflects the Pro Forma results of operations for the year ended December 31, 2005 for the following properties (collectively, the 2006 Acquisitions): |
Completed Acquisitions
The AS Macon Property, the DB Lenexa Property, the CV Scioto Trail Property, the DH Hickory Property, the RA Enterprise Property, the RA Wauseon Property, the RA Saco Property, the ST Crossville Property, the MT Spring Property, the MT Denver Property, the MF Chandler Property, the Wawa Portfolio Properties, the MT Lakewood Property, the RA Cleveland Property, the RA Fremont Property, the WG Knoxville Property, the CV Madison Property, the RA Defiance Property, the CO San Antonio Property, the DG Crossville Property, the DG Ardmore Property, the DG Livingston Property, the WT Arnold Property, the AA Columbia Heights Property, the AA Fergus Falls Property, the CV Okeechobee Property, the OD Dayton Property, the AA Holland Property, the AA Holland Township Property, the AA Zeeland Property, the CV Orlando Property, the OD Greenville Property, the OD Warrensburg Property, the CV Gulfport Property, the AA Grand Forks Property, the CV Clinton Property, the OT Oxford Property, the SP Wichita Property, the CV Portsmouth Property, the AA Greenfield Property, the AA Trenton Property, the RA Lansing Property, the AA Duluth Property, the WG Picayune Property the AA Hurley Property, the AA Grand Bay Property, the AA Rainsville Property, the LO Midland Property, the LO Lubbock Property, the KO Wichita Property, the GG OFallon Property, the RA Glassport Property, the MT Topeka Property, the RA Hanover Property, and the AM Peoria Property.
Probable Acquisitions
The TS La Grange Property and the ST Peru Property.
|
d. |
Represents the straight line rental revenues for the 2005 Acquisitions and the 2006 acquisitions in accordance with their respective lease agreements. |
|
e. |
Reflects the annualized asset management fee of 0.25% (a monthly rate of 0.02083%) of the 2005 Acquisitions and 2006 Acquisitions Property asset value payable to our Advisor. |
|
f. |
Reflects the property management fee equal to 2% of gross revenues of the 2005 Acquisitions and 2006 Acquisitions payable to an affiliate of our Advisor. |
|
g. |
Represents depreciation and amortization expense for the 2005 Acquisitions and 2006 Acquisitions. Depreciation and amortization expense are based on the Companys preliminary purchase price allocation. All assets are depreciated on a straight line basis. The estimated useful lives of our assets by class are generally as follows: |
|
Building |
40 years |
|
Tenant improvements |
Lease term |
|
Intangible lease assets |
Lesser of useful life or lease term |
F-27
|
h. |
Represents interest expense associated with the debt incurred to finance the acquisitions of the 2006 Acquisitions. The loan terms are as follows: |
Fixed Rate Tranches |
|
|
|
Property |
Loan Amount |
Interest Rate |
Maturity |
AS Macon |
$ 3,478,000 |
5.69% |
January 11, 2016 |
DB Lenexa |
1,799,000 |
5.86% |
January 11, 2011 |
RA Enterprise |
2,043,000 |
5.80% |
February 11, 2016 |
RA Wauseon |
2,142,000 |
5.80% |
February 11, 2016 |
ST Crossville |
1,885,000 |
5.71% |
February 11, 2011 |
RA Saco |
1,375,000 |
5.82% |
February 11, 2011 |
MT Denver |
12,025,000 |
5.57% |
March 1, 2011 |
DH Hickory |
2,763,000 |
5.80% |
March 11, 2011 |
MT Spring |
5,940,000 |
5.63% |
April 1, 2016 |
CV Scioto |
1,424,000 |
5.67% |
March 11, 2011 |
MT Lakewood |
1,348,000 |
5.77% |
May 11, 2011 |
RA Cleveland |
1,413,000 |
6.05% |
May 11, 2011 |
RA Fremont |
1,388,000 |
6.05% |
May 11, 2011 |
WG Knoxville |
3,088,000 |
5.80% |
May 11, 2011 |
CO San Antonio |
2,461,000 |
5.86% |
May 11, 2011 |
RA Defiance |
2,321,000 |
5.76% |
January 11, 2016 |
CV Madison |
2,809,000 |
5.60% |
February 11, 2016 |
DG Ardmore |
1,804,000 |
5.79% |
June 11, 2016 |
DG Crossville |
2,400,000 |
5.75% |
June 11, 2016 |
DG Livingston |
2,285,000 |
5.79% |
July 11, 2016 |
RA Lansing |
1,041,000 |
5.90% |
July 1, 2016 |
AA Columbia Heights |
1,038,000 |
5.83% |
July 11, 2016 |
AA Fergus Falls |
722,000 |
5.83% |
July 12, 2016 |
CV Okeechobee |
4,076,000 |
5.60% |
February 11, 2016 |
OD Dayton |
2,130,000 |
5.73% |
January 11, 2016 |
AA Holland |
1,193,000 |
5.83% |
April 11, 2016 |
AA Holland Township |
1,231,000 |
5.83% |
April 11, 2016 |
AA Zeeland |
1,057,000 |
5.83% |
April 11, 2016 |
CV Orlando |
3,016,000 |
5.68% |
April 11, 2016 |
OD Greenville |
2,192,000 |
5.76% |
March 11, 2011 |
OD Warrensburg |
1,810,000 |
5.85% |
April 11, 2011 |
CV Gulfport |
2,611,000 |
5.28% |
April 11, 2016 |
AA Grand Forks |
840,000 |
5.87% |
September 11, 2016 |
CV Clinton |
1,983,000 |
5.74% |
September 11, 2016 |
OT Oxford |
5,175,000 |
6.11% |
September 1, 2016 |
WG Picayune |
2,766,000 |
5.53% |
October 11, 2016 |
LO Midland |
7,150,000 |
6.11% |
September 1, 2016 |
LO Lubbock |
7,475,000 |
6.11% |
September 1, 2016 |
GG OFallon |
3,650,000 |
5.83% |
September 1, 2016 |
KO Wichita |
5,192,000 |
6.11% |
September 1, 2016 |
AA Duluth |
860,000 |
5.87% |
October 11, 2016 |
RA Glassport |
2,325,000 |
6.09% |
November 1, 2016 |
RA Hanover |
4,115,000 |
6.11% |
November 1, 2016 |
AM Peoria |
7,358,971 |
6.00% |
October 1, 2018 |
TS La Grange |
1,677,000 |
5.58% |
December 1, 2016 |
ST Peru |
1,929,000 |
4.99% |
December 1, 2014 |
F-28
Variable Rate Tranches |
|
| ||
Property |
Loan Amount |
Interest Rate |
Maturity | |
AS Macon |
$ 802,000 |
Libor plus 2% |
April 6, 2006 | |
DB Lenexa |
817,000 |
Libor plus 2% |
April 11, 2006 | |
RA Enterprise |
928,000 |
Libor plus 2% |
April 26, 2006 | |
RA Wauseon |
973,000 |
Libor plus 2% |
April 26, 2006 | |
ST Crossville |
435,000 |
Libor plus 2% |
April 26, 2006 | |
RA Saco |
625,000 |
Libor plus 2% |
April 27, 2006 | |
MT Denver |
2,275,000 |
Libor plus 2% |
December 31, 2006 | |
MF Chandler |
4,690,400 |
Libor plus 2% |
December 31, 2006 | |
DH Hickory |
637,000 |
Libor plus 2% |
May 22, 2006 | |
CV Scioto |
329,000 |
Libor plus 2% |
June 8, 2006 | |
Wawa Portfolio |
7,234,787 |
Libor plus 2.2% |
February 26, 2010 | |
MT Lakewood |
612,000 |
Libor plus 2% |
July 20, 2006 | |
RA Cleveland |
642,000 |
Libor plus 2% |
July 27, 2006 | |
RA Fremont |
632,000 |
Libor plus 2% |
July 27, 2006 | |
WG Knoxville |
712,000 |
Libor plus 2% |
August 8, 2006 | |
CO San Antonio |
1,119,000 |
Libor plus 2% |
July 25, 2006 | |
DG Ardmore |
416,000 |
Libor plus 2% |
September 9, 2006 | |
AA Columbia Heights |
346,000 |
Libor plus 2% |
October 6, 2006 | |
AA Fergus Falls |
241,000 |
Libor plus 2% |
October 6, 2006 | |
AA Grand Forks |
280,000 |
Libor plus 2% |
November 15, 2006 | |
CV Clinton |
457,000 |
Libor plus 2% |
December 24, 2006 | |
WG Picayune |
638,000 |
Libor plus 2% |
January 12, 2007 | |
GG OFallon |
2,190,000 |
Libor plus 2% |
January 12, 2007 | |
AA Duluth |
286,000 |
Libor plus 2% |
December 22, 2006 | |
The variable rate tranches have a 90 day repayment term. As such, the interest expense for six months ended June 30, 2006 include 90 days of interest expense relating to the variable rate tranches as they are scheduled to be paid down 90 days after the acquisition of the Pro Forma Properties.
|
i. |
Represents interest expense associated with the debt incurred to finance the acquisitions of the 2005 Acquisitions. The loan terms are as follows: |
Fixed Rate Tranches |
|
|
|
|
|
|
|
Property |
Loan Amount |
Interest Rate |
Maturity | ||||
TS Parkersburg Property |
$ |
1,793,000 |
|
|
5.57 |
% |
October 11, 2015 |
WG Brainerd Property |
|
2,814,000 |
|
|
5.44 |
% |
October 11, 2015 |
WG SL Properties |
|
10,660,000 |
|
|
5.48 |
% |
November 11, 2015 |
WG Olivette Property |
|
5,386,432 |
|
|
5.15 |
% |
July 11, 2008 |
WG Columbia Property |
|
4,493,973 |
|
|
5.15 |
% |
July 11, 2008 |
CV Alpharetta Property |
|
2,015,000 |
|
|
5.52 |
% |
December 11, 2010 |
CV RH Property |
|
2,379,000 |
|
|
5.52 |
% |
December 11, 2010 |
LO Enterprise Property |
|
4,859,000 |
|
|
5.52 |
% |
December 11, 2010 |
FE Rockford Property |
|
3,998,000 |
|
|
5.61 |
% |
December 11, 2010 |
LZ Glendale Property |
|
3,415,000 |
|
|
5.76 |
% |
November 11, 2010 |
F-29
Variable Rate Tranches |
|
|
|
|
|
Property |
Loan Amount |
Interest Rate |
Maturity | ||
TS Parkersburg Property |
$ |
814,000 |
|
Libor plus 2% |
December 26, 2005 |
WG Brainerd Property |
|
649,000 |
|
Libor plus 2% |
January 4, 2006 |
PT Auburn Hills Property |
|
12,980,000 |
|
Libor plus 2% |
December 14, 2006 |
PT Auburn Hills Property |
|
4,720,000 |
|
Libor plus 2% |
April 14, 2006 |
WG SL Properties |
|
2,460,000 |
|
Libor plus 2% |
February 2, 2006 |
CV Alpharetta Property |
|
465,000 |
|
Libor plus 2% |
March 1, 2006 |
CV RH Property |
|
549,000 |
|
Libor plus 2% |
March 8, 2006 |
LO Enterprise Property |
|
1,121,000 |
|
Libor plus 2% |
March 1, 2006 |
FE Rockford Property |
|
922,000 |
|
Libor plus 2% |
March 10, 2006 |
LZ Glendale Property |
|
1,138,000 |
|
Libor plus 2% |
January 25, 2006 |
|
j. |
Represents a pro forma adjustment to the weighted average common shares outstanding to reflect the acceptance of shares of common stock needed to provide for the cash purchase price of the Prior Year Acquisitions. As the Company had insufficient capital at January 1, 2005 to acquire the respective properties which are included in the pro forma results of operations, it is necessary to assume all of the shares outstanding as of December 31, 2005 were outstanding on January 1, 2005. |
|
k. |
Included in general and administrative expenses is $30,000 of unrecognized compensation expense. Had SFAS No. 123R been implemented in 2005, we would have experienced a $30,000 reduction in net income. |
F-30