offering memorandum. Panera Bread and Noodles & Company Chico, CA CHICO MALL th St E 20 MP ON RA (20,9 31 A AD T) $6,472,000 4.75% CAP Rate 10-Year Net Leases to ••New National Tenants Rental Escalations every ••10% Five Years New Construction ••Brand Component for ••Drive-Thru Panera Bread to Chico Mall ••Outparcel in Dense Retail Corridor ••Located Access from State ••Convenient Highway 99 (70,000 AADT) ••Near Chico State University OF FR AM P www.maffiateam.com Disclaimer Newmark Cornish & Carey (“Broker”) has been retained on an exclusive basis to market the property described herein (“Property”). Broker has been authorized by the Seller of the Property (“Seller”) to prepare and distribute the enclosed information (“Material”) for the purpose of soliciting offers to purchase from interested parties. More detailed financial, title and tenant lease information may be made available upon request following the mutual execution of a letter of intent or contract to purchase between the Seller and a prospective purchaser. You are invited to review this opportunity and make an offer to purchase based upon your analysis. If your offer results in the Seller choosing to open negotiations with you, you will be asked to provide financial references. The eventual purchaser will be chosen based upon an assessment of price, terms, ability to close the transaction and such other matters as the Seller deems appropriate. The Material is intended solely for the purpose of soliciting expressions of interest from qualified investors for the acquisition of the Property. The Material is not to be copied and/or used for any other purpose or made available to any other person without the express written consent of Broker or Seller. The Material does not purport to be all-inclusive or to contain all of the information that a prospective buyer may require. The information contained in the Material has been obtained from the Seller and other sources and has not been verified by the Seller or its affiliates. The pro forma is delivered only as an accommodation and neither the Seller, Broker, nor any of their respective affiliates, agents, representatives, employees, parents, subsidiaries, members, managers, partners, shareholders, directors, or officers, makes any representation or warranty regarding such pro forma. Purchaser must make its own investigation of the Property and any existing or available financing, and must independently confirm the accuracy of the projections contained in the pro forma. Seller reserves the right, for any reason, to withdraw the Property from the market. Seller has no obligation, express or implied, to accept any offer. Further, Seller has no obligation to sell the Property unless and until the Seller executes and delivers a signed agreement of purchase and sale on terms acceptable to the Seller, in its sole discretion. By submitting an offer, a purchaser will be deemed to have acknowledged the foregoing and agreed to release Seller and Broker from any liability with respect thereto. Table of Contents Property Information financial analysis rent roll Tenant Information Site Plan Aerials About the Area Demographics 1 3 5 6 7 8 12 14 Property walk-throughs are to be conducted by appointment only. Contact Broker for additional information. Michael Maffia Senior Managing Director 415.445.5144 mmaffia@newmarkccarey.com CA RE License #01340853 Putnam Daily Vice President 415.445.5107 pdaily@newmarkccarey.com CA RE License #01750064 www.maffiateam.com Property Information The Investment The subject property is a retail development that is 100% leased to national tenants, Panera Bread and Noodles & Company. The property benefits from two new 10-year leases, a drive-thru component, and being located in a highly desirable retail location outparcel to the Chico Mall. Chico Mall is the only enclosed regional mall within a 45-mile radius. With excellent arterial exposure along East 20th Street and convenient accessibility from State Highway 99 (70,000 AADT), this is a well located net leased investment in an established retail corridor near Chico State University. With this asset, an investor will capitalize on both real estate appreciation and scheduled increases in income. Property Highlights •• •• •• •• •• •• •• •• •• New 10-Year Net Leases to National Credit Tenants 10% Rental Escalations Every Five Years Brand New Construction Drive-Thru Component for Panera Bread Outparcel to Chico Mall Chico Mall is the Only Enclosed Regional Mall within a 45 Mile Radius Located in Dense Retail Corridor Convenient Access from State Highway 99 (70,000 AADT) Near Chico State University Progress Photo (Week Ending September 26, 2015) 1 Property Information Location Leases The property is located at 1910 East 20th Street in Chico, California. Leased to Panera, LLC for 10 years from an anticipated rent commencement date in January 2016 at an initial annual rent of $197,400. Panera Bread has three additional five year options. The annual rent increases by 10% every five years throughout the initial term and option periods. The lease is net, with the tenant responsible for its pro-rata share of taxes, insurance, and common area maintenance. The tenant is not responsible for capital expenditures related to the structure and foundation. The tenant is also responsible for a 15% administrative fee on common area expenses, excluding insurance and taxes. Lot Size Approximately 0.91 acres, or 40,000 square feet. Improvements Construction completed in September 2015 of an approximately 7,600 square foot retail building demised into an approximately 4,700 square foot suite for Panera Bread with a drive-thru component and an approximately 2,900 square foot suite for Noodles & Company. There is ample parking on site. Panera, LLC is assigning its interest under the lease to Flynn Restaurant Group. Flynn Restaurant Group is acquiring the rights to those Panera Bread locations from Sacramento north to the Oregon border. Panera, LLC shall not be released from its obligations to pay rental and other amounts provided for under the lease and convenant against further assignment or other transfer or subletting. Leased to Noodles & Company for 10 years from an anticipated rent commencement date in January 2016 at an initial annual rent of $110,200. Noodles & Company has two five-year options to renew the lease. The annual rent increases by 10% every five years throughout the initial term and option periods. The lease is net with the tenant responsible for its pro-rata share of taxes, insurance, and common area maintenance. The tenant is not responsible for capital expenditures related to the roof, structure and foundation, except as follows - tenant is not responsible for the replacement of the roof that occurs during the initial term or more frequently than once every 10 years. The tenant is also responsible for a 10% administrative fee on common area expenses, excluding insurance and taxes. Progress Photo (Week Ending September 26, 2015) 2 Financial Analysis | Pricing Projected Gross Revenue Year 1 Year 6 $307,600 $338,360 $17,480 $20,264 Insurance - $1.09 $8,284 $9,603 Taxes @ 1.1% $71,183 $78,591 Management $2,400 $2,782 Total Reimbursement Revenue $99,347 $121,817 Total Potential Gross Revenue $406,947 $449,600 Effective Gross Revenue $406,947 $449,600 $17,480 $20,264 Insurance - $1.09 $8,284 $9,603 Taxes @ 1.1% $71,182 $78,591 Management @ 15% of CAM $2,622 $3,040 $99,568 $111,498 $307,379 $338,102 4.75% 5.22% Schedule Base Rental Revenue Expense Reimbursement Revenue Common Area Maintenance - $2.30 Annual Expenses Common Area Maintenance - $2.30 Total Operating Expenses Net Operating Income CAP Rate Progress Photo (Week Ending September 26, 2015) Price: $6,472,000 (4.75% CAP Rate) Financing The property will be delivered free and clear of permanent financing. Note: The above net income is an estimate and does not provide for all potential costs and expenses (i.e. maintenance, repair, etc.) that may be required of the owner. Any reserves set forth herein are merely estimates and not based on any experience, physical inspection, or prior knowledge. All prospective purchasers are strongly advised to make an independent investigation to determine their estimate of costs and expenses prior to entering into an agreement to purchase. 3 Financial Analysis | Cash Flow Projection Panera Bread and Noodles & Company Cash Flow Projection Newmark Cornish & Carey Year: Begins: Ends: 1 Jan-2016 Dec-2016 2 Jan-2017 Dec-2017 3 Jan-2018 Dec-2018 4 Jan-2019 Dec-2019 5 Jan-2020 Dec-2020 6 Jan-2021 Dec-2021 7 Jan-2022 Dec-2022 8 Jan-2023 Dec-2023 9 Jan-2024 Dec-2024 10 Jan-2025 Dec-2025 7,600 $3.37 $13.10 $3.37 $13.40 $3.37 $13.71 $3.37 $14.02 $3.37 $14.34 $3.71 $14.67 $3.71 $15.01 $3.71 $15.35 $3.71 $15.71 $3.71 $16.07 $ $1 $307,600 $307,600 $307,600 $307,600 $307,600 $338,360 $338,360 $338,360 $338,360 $338,360 $372 307,600 307,600 307,600 307,600 307,600 338,360 338,360 338,360 338,360 338,360 372 Expense Reimbursement Revenue CAM - $2.30 Insurance - $1.09 Taxes @ 1.1% Management 17,480 8,284 71,183 2,400 18,004 8,533 72,606 2,471 18,544 8,789 74,058 2,545 19,100 9,052 75,539 2,622 19,674 9,324 77,050 2,701 20,264 9,603 78,591 2,782 20,872 9,891 80,162 2,865 21,498 10,189 81,766 2,951 22,143 10,494 83,401 3,040 22,808 10,808 85,070 3,131 23 11 86 3 Total Reimbursement Revenue 99,347 101,614 103,936 106,313 108,749 111,240 113,790 116,404 119,078 121,817 124 Total Potential Gross Revenue 406,947 409,214 411,536 413,913 416,349 449,600 452,150 454,764 457,438 460,177 496 Effective Gross Revenue 406,947 409,214 411,536 413,913 416,349 449,600 452,150 454,764 457,438 460,177 496 Operating Expenses CAM - $2.30 Insurance - $1.09 Taxes @ 1.1% Management @ 15% of CAM 17,480 8,284 71,182 2,622 18,004 8,533 72,606 2,701 18,545 8,788 74,058 2,782 19,101 9,052 75,539 2,865 19,674 9,324 77,050 2,951 20,264 9,603 78,591 3,040 20,872 9,892 80,163 3,131 21,498 10,188 81,766 3,225 22,143 10,494 83,401 3,321 22,807 10,809 85,069 3,421 23 11 86 3 Total Operating Expenses 99,568 101,844 104,173 106,557 108,999 111,498 114,058 116,677 119,359 122,106 124 307,379 307,370 307,363 307,356 307,350 338,102 338,092 338,087 338,079 338,071 371 STATISTICS Net Rentable Area in SF Avg Base Rental Revenue PSF/mo. Total Operating Expenses PSF/yr. Potential Gross Revenue Base Rental Revenue Scheduled Base Rental Revenue NET OPERATING INCOME Ja De 4 Rent Roll Tenant Sq. Ft. Monthly Rent PSF Annual Rent PSF Annual Rent Rent Commence. Date Term Lease Expiration Date Rental Increase Date(s) Rental Increase Amount(s) Options End-of-Term Assumptions Lease Structure Option NNN + 15% admin. fee on CAM Option NNN + 10% admin. fee on CAM Panera Bread 4,700 $3.50 $42.00 $197,400 10 yrs. 1/1/2016 12/31/2025 1/1/2021 $217,140 3 @ 5 yrs. Opt. 1: $238,854 Opt. 2: $262,730 Opt. 3: $289,003 Noodles & Company 2,900 $3.17 $38.00 $110,200 10 yrs. 1/1/2016 12/31/2025 1/1/2021 $121,220 2 @ 5 yrs. Opt. 1: $133,342 Opt. 2: $146,653 Leased 7,600 100.00% Vacant 0 0.00% TOTAL 7,600 100.00% General Assumptions General Assumptions Analysis Date Jan-15 Total Rentable Area 7,600 Total Area for CAM Reimbursement 7,600 General Inflation per Annum 3.00% General Expense Growth per Annum 3.00% Real Estate Tax Growth per Annum 2.00% Management Fee General Vacancy Loss 15% of CAM None 5 Tenant Information Panera Bread Company owns, operates, and franchises retail bakery-cafes in the United States and Canada. Panera Bread Company is traded on the NASDAQ under the ticker “PNRA” with a Market Cap of $5.21 Billion at trading at $193 per share as of September 25, 2015. The company operates through three segments: Bakery-Cafe Operations, Franchise Operations, and Fresh Dough and Other Product Operations. The operates bakerycafes under the Panera Bread, Saint Louis Bread Co., and Paradise Bakery & Café names that offer fresh baked goods, made-to-order sandwiches, soups, salads, pasta dishes, custom roasted coffees, and other complementary products through on premise sales, as well as provides catering services. The company also supplies fresh dough, produce, tuna, cream cheese, and proprietary sweet goods items. As of December 30, 2014, the company operated 1,880 company-owned and franchise-operated bakery-cafe locations in 45 states, the District of Columbia, and Ontario. As of December 30, 2014, there were 21 Company-owned and one franchised operated delivery hubs with an additional 11 locations expected to open by year-end 2015. Panera Bread serves nearly 7.8 million customers per week system-wide. Panera Bread is continuing to expand nationwide with 105-115 cafes slated to open in 2015. The company was formerly known as Au Bon Pain Co., Inc. and changed its name to Panera Bread Company in August 1998. Panera Bread Company was founded in 1981 and is headquartered in St. Louis, Missouri. As of 2014 year end, Panera Bread Company had total revenue of $2.53 Billion for both corporate and franchisee operated stores. For the recent quarter ended June 30, 2015, Panera Bread Company reported total revenue of $676.66 million and net income of $41.93 million, with a total stockholder equity of $736.18 million. Panera, LLC, the entity behind the lease, operates as a subsidiary of Panera Bread Company. Flynn Restaurant Group, the assignee under the lease, is one of the 50 largest food service companies in the United States, with over 666 restaurants and $1.4 billion in annual sales. The company owns and operates 481 Applebee’s restaurants and 185 Taco Bell and associated YUM! Brands restaurants. The company employs 36,000 people across 28 states. For more information, visit www.flynnrestaurantgroup.com Noodles & Company is a fast casual restaurant that offers international and American noodle dishes, as well as soups, salads, pasta and sandwiches. Headquartered in Broomfield, Colorado, Noodles & Company was founded in 1995 by Aaron Kennedy as what was a simple concept and now has grown from $300,000 in revenues in 1996 to $403.7 million in 2014. Noodles & Company went public in 2013 and is traded on the NASDAQ under the ticker “NDLS”. Within a day following Noodles & Company’s IPO on June 27, the stock price doubled. Fast Company and The Daily Beast called it “the hottest IPO of the year” and compared it to Chipotle’s IPO. As of September 25, 2015, the stock is trading at $14.74 per share with a Market Cap of $418.17 million. The number of Noodles & Company locations grew three-fold from the beginning of the financial crisis of 2007 to 2013, reaching 339 locations. As of July 1, 2014, the company had 410 locations, including franchises, in 31 states. For the recent quarter ended June 30, 2015, Noodles & Company reported total revenue of $115.23 million and net income of $3.06 million, with a total stockholder equity of $140.12 million. For more information, visit www.noodles.com. For more information, please visit www.panerabread.com. 6 Site Plan 2,902 SF AY HW G HI 99 DRIVE THRU 4,698 SF O N RA P M STREET H T 0 2 T S EA 7 Aerial | Close-Up View CHICO MALL 2 t( S h 0t 2 E MP ON RA T) D A 1A 3 0,9 OF FR AM P Aerial | Northwest View Chico Municipal Airport Bidwell Junior High School CHICO MALL AA DT ) Chico Community Park (1 3, 75 0 E 20th St (20,931 AADT ) Fo re st Av e CHICO CROSSROADS Pleasant Valley High School T) AD 0A ,00 70 /( California State University Chico Aerial | West View CHICO CROSSROADS California State University Chico DOWNTOWN Chico Community Park E 20 th St (2 0, 93 1A AD T) ) / (70,000 AADT For est Ave (13 ,75 0 AA DT ) CHICO MALL Aerial | South View E 20th St (20,931 AA DT) Fo re st Av e (1 3 ,7 50 AA DT ) CHICO CROSSROADS CHICO MALL /( 70 ,0 00 AA DT ) About the Area General Overview Chico is the most populous city in Butte County, with a population of 88,077 as of 2013. The Chico Metropolitan Area (MSA) encompasses a population of nearly 212,000 and nearby cities included in the MSA are Paradise and Oroville. As a rich cultural, economic, and educational center of the northern Sacramento Valley, the population of Chico has grown by 46% since 2000. The city also provides for excellent outdoor recreational activities due to the Sierra Nevada mountains lying to the east and the presence of Bidwell Park, one of the country’s 25 largest municipal parks. California State University – Chico is the main driver of the local economy. Education, health and social services industries are the top employing sectors in the city followed closely by retail trade. In the past few decades, retail trade has had a growing presence in Chico. The city has developed into becoming a regional retail shopping destination, with many national retailers flocking to open stores in Chico, including Target, Kohl’s, Forever 21, Best Buy, and Walmart. About the Area Site Information The subject property is situated along East 20th Street (20,931 AADT) outparcel to the Chico Mall within a dense retail corridor approximately three miles east of downtown Chico. Conveniently accessible from State Highway 99 (70,000 AADT), the property is accessible via the East 20th Street exit for both southbound and northbound travelers. The property benefits from its location outparcel to Chico Mall – the flagship retail shopping destination in the area. Chico Mall is a 528,397 square foot regional mall that was developed in 1988. It features over 70 stores and services and is anchored by Forever 21, J.C. Penney, Sears and Dick’s Sporting Goods. The mall underwent a floor to ceiling renovation in 2012 that significantly bettered the aesthetic of the property. Other outparcel pads are tenanted by Chipotle, Taco Bell, Chili’s, and Carl’s Jr. Adjacent east of Chico Mall across Forest Avenue is WinCo Foods and the offices for UnitedHealth Group, which is one of the largest employers in Chico. Directly across from the subject property is a shopping center anchored by Target, Big Lots, and Toys “R” Us. Pier 1 Imports, AT&T, Jack in the Box, Olive Garden and Red Lobster occupy the pad sites on the periphery of the center. Adjacent to the south of here along State Highway 99 is Walmart with In-N-Out Burger and Krispy Kreme outparcels. Southwest of the subject property across State Highway 99 is Chico Crossroads, a 264,335 square foot regional power center anchored by Food Maxx Supermarket, Evan’s Furniture and Bed Bath & Beyond. Costco occupies the parcel across Chico Crossroads. West of the subject property at the southwest intersection of East 20th Street and Forest Avenue is Pheasant Run Shopping Center, which is anchored by Best Buy, Staples and Old Navy. Other national credit tenants within the center include Starbucks, Aaron Brothers and Famous Footwear. In addition to the abundance of retail in the immediate area, California State University – Chico is in close proximity to the subject property. Springfield Manor is also nearby and is a gated community for those over the age of 55 and is recognized as one of the finest senior parks in Northern California. California State University – Chico is the second oldest campus in the 23-campus California State University system and has approximately 17,300 students enrolled. The university is one of the leading drivers of the local economy. Demographics 1 Mile 3 Miles 5 Miles 2010 Total Population 10,675 61,791 96,426 2015 Total Population 10,774 62,816 98,122 2020Total Population 10,903 63,677 99,796 2015-2020 Annual Rate 0.24% 0.27% 0.34% 2015 $52,885 $56,118 $59,304 2020 $59,651 $63,827 $67,741 2015 $241,016 $274,701 $277,809 2020 $247,348 $289,083 $293,856 Population Summary Average Household Income Median Home Value Top Employers in Chico, CA # of Employees California State - Chico 1,000-4,999 Enloe Medical Center 1,000-4,999 Lifetouch 500-999 YRC 500-999 Build.com 250-499 Butte County Behavioral Health 250-499 Butte Community Insurance Agency 250-499 National Heritage Insurance Company 250-499 United Healthcare 250-499 14 901 Mariners Island Boulevard, Suite 120 San Mateo, CA 94404 Michael Maffia Senior Managing Director 415.445.5144 mmaffia@newmarkccarey.com CA RE License #01340853 Putnam Daily Vice President 415.445.5107 pdaily@newmarkccarey.com CA RE License #01750064 www.maffiateam.com