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Shopco Regional Malls LP – ‘10-K’ for 12/31/96 – EX-99

As of:  Monday, 3/31/97   ·   For:  12/31/96   ·   Accession #:  928790-97-53   ·   File #s:  1-10217, 33-20614   ·   Correction:  This Filing was Corrected by the SEC on 2/15/00. ®

Previous ‘10-K’:  ‘10-K’ on 4/1/96 for 12/31/95   ·   Next:  ‘10-K’ on 3/31/98 for 12/31/97   ·   Latest:  ‘10-K’ on 4/14/00 for 12/31/99

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/31/97  Shopco Regional Malls LP          10-K®      12/31/96    3:295K                                   LP Administration/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         32±   133K 
 2: EX-27       Financial Data Schedule for 1996 Form 10-K Shopco      1      5K 
                          Regional Malls, L.P.                                   
 3: EX-99       Complete Appraisal of Real Property for Cranberry     92±   325K 
                          Mall as of January 1997                                


EX-99   —   Complete Appraisal of Real Property for Cranberry Mall as of January 1997
Exhibit Table of Contents

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11st Page   -   Filing Submission
"Sales Comparison Approach


COMPLETE APPRAISAL OF REAL PROPERTY Cranberry Mall Routes 27 and 140 City of Westminster Carroll County, Maryland IN A SUMMARY REPORT As of January 1997 Shopco Regional Malls Limited Partnership Three World Financial Center 29th Floor New York, New York 10285 Cushman & Wakefield, Inc. Valuation Advisory Services 51 West 52nd Street, 9th Floor New York, NY 10019 March 11, 1997 Shopco Regional Partners Limited Partnership Three World Financial Center 29th Floor New York, New York 10285 Re: Complete Appraisal of Real Property Cranberry Mall Routes 27 and 140 City of Westminster Carroll County, Maryland Shopco Regional Partners: In fulfillment of our agreement as outlined in the Letter of Engagement, Cushman & Wakefield, Inc. is pleased to transmit our Summary Report estimating the market value of the leased fee estate in the referenced real property. As specified in the Letter of Engagement, the value opinion reported below is qualified by certain assumptions, limiting conditions, certifications, and definitions, which are set forth in the report. This report has been prepared for Shopco Regional Partners ("Client") and it is intended only for the specified use of the Client. It may not be distributed to or relied upon by other persons or entities without written permission of the Appraiser. The property was inspected by and the report was prepared by Jay F. Booth and Richard W. Latella, MAI. This is a Complete Appraisal in a Summary Report which is intended to comply with the reporting requirements set forth under Standards Rule 2-2(b) of the Uniform Standards of Professional Appraisal Practice for a Summary Appraisal Report. As such, it presents only summary discussions of the data, reasoning, and analyses that were used in the appraisal process to develop the appraiser's opinion of value. Supporting documentation concerning the data, reasoning, and analyses is retained in the appraiser's file. The depth of discussion contained in this report is specific to the needs of the client and for the intended use stated below. The appraiser is not responsible for unauthorized use of this report. We are providing this report as an update to our last analysis which was prepared as of January 1, 1996. As such, we have primarily reported only changes to the property and its environs over the past year. As a result of our analysis, we have formed an opinion that the market value of the leased estate in the referenced property, subject to the assumptions, limiting conditions, certifications, and definitions, as of January 1, 1997, was: FORTY TWO MILLION SEVEN HUNDRED THOUSAND DOLLARS $42,700,000 This letter is invalid as an opinion of value if detached from the report, which contains the text, exhibits, and an Addenda. Respectfully submitted, CUSHMAN & WAKEFIELD, INC. /s/Jay F. Booth, MAI Retail Valuation Group /s/Richard W. Latella, MAI Senior Director Retail Valuation Group Maryland Certified General Real Estate Appraiser License No. 10462 JFB:RWL:emf C&W File No. 97-9011 SUMMARY OF SALIENT FACTS AND CONCLUSIONS Property Name: Cranberry Mall Location: Routes 27 and 140 City of Westminster Carroll County, Maryland Interest Appraised: Leased fee Date of Value: January 1, 1997 Dates of Inspection: January 25, 1997 January 26, 1997 Ownership: Shopco Regional Malls Limited Partnership Land Area: 57.745(more/less) acres Zoning: P-RSC, Planned Regional Shopping Center Highest and Best Use If Vacant: Retail/commercial use built to its maximum feasible FAR As Improved: Continued retail/commercial use as a regional shopping center Improvements Type: Single level regional mall Year Built: 1987; Montgomery Ward added in 1990; Cinema expanded in 1994. GLA: Caldor 81,224 SF Leggett 65,282 SF Sears 70,060 SF Montgomery Ward * 89,260 SF Total Anchor Stores 305,826 SF Cinema 25,605 SF Mall Stores 194,271 SF Total GLA 525,702 SF Outpads ** 5,600 SF * Includes 6,400 SF Auto Express ** Ground lease terms Mall Shop Ratio: 37.0% Condition: Good Operating Data and Forecasts Current Vacant Space: 35,953 square feet Current Occupancy: 81.49% based on Mall Shop GLA, (Inclusive of pre-committed tenants) Forecasted Stabilized Occupancy: 92.0% (exclusive of downtime provisions) Forecasted Date of Stabilized Occupancy: October 1, 1999 Operating Expenses (1996 Budget*): $2,835,016 ($14.59/SF of mall GLA) (1997 Budget*): $2,972,268 ($15.30/SF of mall GLA) (Appraiser's Forecast): $2,970,551 ($15.29/SF of mall GLA) * Net of Association Dues Investment Assumptions Rent Growth Rate: Flat - 1997 +2.0% - 1998 +3.0% - Thereafter Expense Growth Rate: +3.5% Sales Growth Rate: +2.0% - 1997 +2.5% - 1998 +3.0% - Thereafter Other Income: +3.0% Tenant Improvements New Tenants: $10.00/SF Renewing Mall Tenants: $ 3.00/SF Raw Space: $25.00/SF Leasing Commissions New Tenants: $ 4.00/SF Renewal Tenants: $ 2.00/SF Vacancy between Tenants: 6 months Renewal Probability: 60% Terminal Capitalization Rate: 10.75% Cost of Sale at Reversion: 2.00% Discount Rate: 12.75% Value Indicators Sales Comparison Approach: $40,000,000 - $42,000,000 Income Approach Discounted Cash Flow: $42,700,000 Value Conclusion: $42,700,000 Resulting Indicators CY 1997 Net Operating Income: $4,551,504 Implicit Overall Capitalization Rate: 10.66 Price per Square Foot of Owned GLA: $81.22 Price per Square Foot of Mall Shop GLA: $219.80 Exposure Time Implicit in Value Conclusion: Not more than 12 months Special Risk Factors: None Special Assumptions: 1. Throughout this analysis we have relied on information provided by ownership and management which we assume to be accurate. We have been provided with summary information only for new leases in the form of a rent roll or lease abstracts. We have not been provided with actual lease documents. There has been some change to the tenant mix and leasing status since our last appraisal report. All tenant specific assumptions are identified within the body of this report. 2. During 1990, the Americans With Disabilities Act (ADA) was passed by Congress. This is Civil Rights legislation which, among other things, provides for equal access to public placed for disabled persons. It applied to existing structures as of January 1992 and new construction as of January 1993. Virtually all landlords of commercial facilities and tenants engaged in business that serve the public have compliance obligations under this law. While we are not experts in this field, our understanding of the law is that it is broad-based, and most existing commercial facilities are not in full compliance because they were designed and built prior to enactment of the law. We noticed no additional "readily achievable barrier removal" problems but we recommend a compliance study be performed by qualified personnel to determine the extent of non- compliance and cost to cure. We understand that, for an existing structure like the subject, compliance can be accomplished in stages as all or portions of the building are periodically renovated. The maximum required cost associated with compliance- related changes is 20 percent of total renovation cost. A prudent owner would likely include compliance-related charges in periodic future common area and tenant area retrofit. We consider this in our future projections of capital expenditures and retrofit allowance costs to the landlord. 3. The forecasts of income, expenses and absorption of vacant space are not predictions of the future. Rather, they are our best estimates of current market thinking on future income, expenses and demand. We make no warranty or representation that these forecasts will materialize. 4. Please refer to the complete list of assumptions and limiting conditions included at the end of this report. TABLE OF CONTENTS Page PHOTOGRAPHS OF SUBJECT PROPERTY 1-2 INTRODUCTION 3 Identification of Property 3 Property Ownership and Recent History 3 Purpose and Intended Use of the Appraisal 3 Extent of the Appraisal Process 3-4 Date of Value and Property Inspection 4 Property Rights Appraised 4 Definitions of Value, Interest Appraised, and Other Pertinent Terms 4-5 Legal Description 5 REGIONAL ANALYSIS 6-14 LOCATION ANALYSIS 15 RETAIL MARKET ANALYSIS 16-22 THE SUBJECT PROPERTY 23 HIGHEST AND BEST USE 24 VALUATION PROCESS 25 SALES COMPARISON APPROACH 26-45 INCOME APPROACH 46-80 RECONCILIATION AND FINAL VALUE ESTIMATE 81-82 ASSUMPTIONS AND LIMITING CONDITIONS 83-84 CERTIFICATION OF APPRAISAL 85 ADDENDA 86 National Retail Overview Operating Expense Budget (1997) Tenant Sales Report (1996) Pro-Ject Lease Abstract Report Pro-Ject Prologue Assumptions Report Pro-Ject Tenant Register Report Pro-Ject Lease Expiration Report ENDS Full Data Report for Primary and Total Trade Area C&W Investor Survey Appraisers' Qualifications PHOTOGRAPHS OF SUBJECT PROPERTY PHOTOGRAPHS OF MALL Exterior view of Leggett store. Exterior view of Montgomery Ward. Exterior view of Caldor. Exterior view of Casa Rico and potential Baltimore Gas and Electric. INTRODUCTION Identification of Property The subject property is the Cranberry Mall, a single level enclosed mall with a gross leasable area (GLA) of 525,702 square feet. This amount represents the most recent estimate of the subject's area based upon a compilation of recent leasing activity. Developed by the Shopco Group, the mall opened in March 1987. It is located on a 57.745 acre site at the intersection of Routes 27 and 140, the premier retail location in the City of Westminster. Westminster is the county seat of Carroll County, one of the fastest growing counties in Maryland. The Cranberry Mall is anchored by Caldor (81,224 square feet), Leggett (65,282 square feet), Sears (70,060 square feet), and Montgomery Ward (89,260 square feet). This latter store opened in October 1990 and includes a freestanding 6,400 square foot Auto Express. All four department stores are owned by the partnership. Altogether, anchor stores occupy a total of 305,802 square feet or, 58.2 percent of the center's GLA. Mall stores occupy a total of 194,271 square feet. There are also two outparcels which are currently improved, as well as cinemas. Since its opening, Cranberry Mall has maintained a 75.0 to 80.0 percent occupancy but has not been able to breach this level for any extended period of time. Since our appraisal in 1996, the mall has maintained an occupancy level of about 81.0 percent. Comparable mall shop sales for stores in operation twelve months or more declined slightly, falling by 1.7 percent in 1995. In 1996, comparable store sales remained flat. Property Ownership and Recent History Title to the subject is held by Shopco Regional Malls Limited Partnership. This title was acquired on October 11, 1988 from the Cranberry Limited Partnership. The total consideration paid was $53,847,500 in 1990 as recorded in Deed Book 1100, Page 530. The subject property was developed by The Shopco Group and was essentially completed in 1987 with Ward's opening in 1990. Purpose and Intended Use of the Appraisal The purpose of this appraisal is to estimate the Market Value of the leased fee interest in the subject property, as of January 1, 1997. Our analysis reflects conditions prevailing as of that date. On January 25, 1997 Jay F. Booth inspected the subject property and its environs, Richard W. Latella inspected the property on January 26, 1997. The function of this appraisal is to provide an independent valuation analysis and to assist in monitoring ownership's investment in the property. Extent of the Appraisal Process In the process of preparing this appraisal, we: -Inspected the exterior of the building and the site improvements and a representative sample of tenant spaces. -Interviewed representatives of the property management company, Shopco. -Reviewed leasing policy, concessions, tenant build-out allowances and history of recent rental rates and occupancy with the mall manager. -Reviewed a detailed history of income and expense and a budget forecast for 1996 including the budget for planned capital expenditures and repairs. -Reviewed a current independent market study and demographics prepared by Equifax National Decision Systems. -Conducted market research of occupancies, asking rents, concessions and operating expenses at competing retail properties including interviews with on-site managers and a review of our own data base from previous appraisal files. -Prepared a detailed discounted cash flow analysis for the purpose of discounting a forecasted net income stream to a present value. -Conducted market inquiries into recent sales of similar regional malls to ascertain sale prices per square foot, net income multipliers and capitalization rates. This process involved telephone interviews with sellers, buyers and/or participating brokers. -Prepared Sales Comparison and Income Approaches to value with a reconciliation of each approach and a final value conclusion presented. Date of Value and Property Inspection On January 25, 1997 Jay F. Booth inspected the subject property and its environs. On January 26, 1997 Richard W. Latella, MAI inspected the property. Our date of value is January 1, 1997. Property Rights Appraised We have appraised a leased fee estate. Definitions of Value, Interest Appraised, and Other Pertinent Terms The definition of market value taken from the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, is as follows: The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller, each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: 1.Buyer and seller are typically motivated; 2.Both parties are well informed or well advised, and acting in what they consider their own best interests; 3.A reasonable time is allowed for exposure in the open market; 4.Payment is made in terms of cash in U.S.dollars or in terms of financial arrangements comparable thereto; and 5.The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. Exposure Time Under Paragraph 3 of the Definition of Market Value, the value estimate presumes that "A reasonable time is allowed for exposure in the open market". Exposure time is defined as the estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at the market value on the effective date of the appraisal. Exposure time is presumed to precede the effective date of the appraisal. The following definitions of pertinent terms are taken from the Dictionary of Real Estate Appraisal, Third Edition (1993), published by the Appraisal Institute. Leased Fee Estate An ownership interest held by a landlord with the rights of use and occupancy conveyed by lease to others. The rights of the lessor (the leased fee owner) and the leased fee are specified by contract terms contained within the lease. Market Rent The rental income that a property would most probably command on the open market, indicated by the current rents paid and asked for comparable space as of the date of appraisal. The following definitions are taken from various sources: Market Value As Is on Appraisal Date Value of the property appraised in the condition observed upon inspection and as it physically and legally exists without hypothetical conditions, assumptions, or qualifications on the effective date of appraisal. Legal Description A legal description is retained in our files. REGIONAL ANALYSIS MAP SHOWING LOCATION OF MALL WITH WASHINGTON D.C. AND BALTIMORE METROPOLITAN AREAS INCLUDED Baltimore Metropolitan Area The subject property is located in the City of Westminster, Carroll County, in the northeast quadrant of the Baltimore Standard Metropolitan Area. The Baltimore Standard Metropolitan Area (MSA) is defined by the U.S. Department of Commerce, Bureau of the Census, to include Baltimore City and the counties of Baltimore, Howard, Anne Arundel, Harford, Carroll and Queen Anne's. Queen Anne's County was added to the Baltimore MSA in 1983. In total, the Baltimore MSA encompasses 2,618 square miles. Population Base A significant indicator of change within a regional economy is the rate of growth or decline in an area's population base. This has a direct and obvious effect on real estate values. Since the supply of land is fixed, the demand for real property will be affected by an increase or decrease in the population base. The pattern, in turn, is reflected in values for the whole spectrum of property types within the region. In addition to the more obvious relationship changes in population and property values, there are a variety of other factors which should also be considered. Accordingly, the specific location of the subject property relative to the trends within the population base must be closely examined. For example, a city with a declining population base may be experiencing a rise in property values due to its growing importance as an employment center. Also, the average household size within an area, when considered along with population trends, gives a good indication of potential demand for housing as well as goods and services within the area. The chart below illustrates the continuing movement from the city into outlying counties. The City of Baltimore demonstrated an overall 11.9 percent decline in population in the 1980- 1995 period, equivalent to a 0.84 percent compound annual decrease. The MSA as a whole, however, had a modest 12.5 percent increase in population growth between 1980 and 1995. Population Changes Baltimore MSA 1995 1980 Percent Baltimore MSA 2,475,052 2,199,497 12.5 Anne Arundel 463,733 370,775 25.1 Baltimore 715,986 655,615 9.2 County Baltimore City 693,249 786,741 (11.9) Carroll 139,691 96,356 45.0 Harford 206,517 145,930 41.5 Howard 219,313 118,572 85.0 Queen Ann's 36,563 25,508 43.3 Source: CACI: The Sourcebook of County Demographics It is anticipated that this growth trend will continue into the foreseeable future. According to CACI, the Baltimore MSA is anticipated to increase its population base by 4.5 percent to 2,587,057 through 2000. The more rural counties such as Carroll, Harford and Howard will continue to see the largest percentage increases. Employment Characteristics Until 1960, the majority of Baltimore's workforce was employed by manufacturing industries. Centered around the Port of Baltimore, shipping and steel manufacturing were among the major economic activities in the region. With the redirection of the national economy, many firms such as Bethlehem Steel, General Motors and Maryland Dry Dock began to suffer and consequently laid off several thousand workers or ceased operations all together. Baltimore has been slowly restructuring its economy, creating new jobs to fill the void left by the deterioration of the smoke- stack industries. The following chart illustrates the shifting of employment from the manufacturing sector to the service sector during the past three decades. Employment Trends Baltimore MSA 1960 1990 1995 * 1996 * % of % of % of % of Nos. Total Nos. Total Nos. Total Nos. Total Construct. 37.5 6.0 73.5 6.3 130.3 10.9 130.4 10.9 Manufact. 199.0 31.6 126.9 10.9 103.9 8.7 102.1 8.6 Util./Tran. 55.4 8.8 56.3 4.9 55.8 4.7 54.8 4.6 Post. Retail/Wholesale 126.7 20.1 274.9 23.7 264.2 22.1 265.1 22.2 Finance/Insurance 32.8 5.2 75.8 6.5 70.7 5.9 68.6 5.8 Service 82.8 13.2 333.6 28.7 357.4 30.0 362.5 30.4 Government 94.8 15.1 219.4 18.9 211.0 17.7 209.2 17.5 Total 629,000 100 1,160,400 100 1,193,300 100 1,192,700 100 * Data as of June of each year Source: U.S. Department of Labor, Bureau of Labor Statistics Over the period 1990-1996, the metropolitan area added only 32,300 jobs, an increase of 2.8 percent or 0.50 percent per annum. Compared to gains in other comparably sized metropolitan areas, this growth could be characterized as below average. Over the past year (1995 - 1996), total employment actually declined by 600 jobs. The City of Baltimore lost 2,500 jobs during this period. According to WEFA, a recognized economic consulting firm, Metropolitan Baltimore has been faring worse than the state as a whole. The metro area is now one of the weakest in the nation. Manufacturing continues to shed jobs and non-manufacturing has not been able to offset the weakness in manufacturing. Tourism has kept retail trade activity in the positive column, but there is no sector of its economy generating sufficient stimulus to pull it forward. During the past year, the greatest employment gains were realized in the Service section, with 5,100 net new jobs, or an increase of 1.4 percent. Other job gains were realized in Construction (+ 100) and Retail and Wholesale Trade (+ 900). Manufacturing lost 1,800 jobs, transportation was down by 1,000, FIRE declined by 2,100 jobs, and Government shed 1,800 jobs, during the year. In the past, the traditional sources of job growth in the Baltimore economy were manufacturing and transportation. Manufacturing employment in Baltimore has been in decline for the past fifteen years, a trend that does not appear to be changing. In fact, the Baltimore manufacturing sector has surrendered 24,800 jobs since 1990. While the rate of decline is expected to slow, the erosion of manufacturing jobs from the local economy is expected to continue. Transportation, another important industry to Baltimore's economy, is not in decline, but is not creating jobs. Efforts to stabilize the Port of Baltimore have met with some success and railway operations are still a significant component of the local transportation sector. But the reality is that the transportation industry nationally is not expected to grow significantly and among older port cities, Baltimore still has a cost disadvantage. As of June 1996, the unemployment rate for Baltimore was 5.9 percent versus 5.5 percent for U.S. The unemployment rate improved slightly over the previous year's rate of 6.2 percent (June 1995). Baltimore's private sector economy is now more broad based than five years ago with services, manufacturing and technology related businesses represented. This economic diversity manifests itself in the varied types of industries based in the region. The manufacturing industry still maintains a presence, along with high-tech contractors, educational institutions, retailers and financial institutions. Top Ten Private Employers Baltimore MSA Company Name No. of Employees The John Hopkins University & Hospital 21,000 Westinghouse Electric Company 15,900 MNC Financial 9,500 Bethlehem Steel Company 8,000 Baltimore Gas & Electric Company 7,900 Giant Food, Inc. 6,400 C&P Telephone Company 5,300 University of Maryland Medical System 4,500 Blue Cross & Blue Shield of Maryland 4,500 University of Maryland at Baltimore 4,500 Source: Baltimore Business Journal Book of Lists Currently, the State of Maryland ranks third in total number of U.S. biotech firms. Specific areas of concentration include agriculture, pharmaceuticals, biotech supplies and medical supply, service and device companies. Collectively, the Baltimore/Washington area has more scientists and engineers than any other region of the country. The Baltimore region is a major center for life science research, business and commerce. Acting as a catalyst in this evolutionary movement is Johns Hopkins University, the largest federally supported research university in the United States. Along with its world renowned medical institutions, John Hopkins is the region's top employer. Other institutions participating and expanding into life science research include the University of Maryland Baltimore, Morgan State University, the Maryland Biotechnology Institute and the National Institute of Health (NIH). The NIH has awarded more federal funds to the Baltimore- Washington Common Market for biomedical research and development than any other CMSA in the nation. The following chart outlines the amount and geographic distribution of these federal research and developmental funds. Total R & D National Institution Funds Rank (000's) Johns Hopkins University * $648,385 1 MIT $287,157 2 Cornell University $286,733 3 Stanford University $295,994 4 University of Wisconsin $285,982 5 University of MD, College Park $159,510 26 University of MD, Baltimore $ 75,000 65 * Figures include the Applied Physics Laboratory Not surprising, these large amount of funds have attracted private sector groups involved in biotechnology research. As mentioned, the state ranks third in the nation in the percentage concentration of biotech firms. Such companies as Nova Pharmaceuticals, Martek, Crop Genetics and major divisions of Becton Dickinson and W.R. Grace operate within the Baltimore region. The following bullet points outline some of the significant economci occurrences in the Baltimore metropolitan area. - The area's two major utilities (Baltimore Gas & Electric and Potomac Electric Power Company) plan a merger effective in early 1997 which could eliminate 1,200 area jobs. - New developments at Fort Meade military base include a $30 million Defense Information School with a student population of 4,000 (1997 completion) and plans for a $44 million EPA laboratory and office building (1998 completion). - Relocation of the Robert Gallo Institute for Human Virology to the University of Maryland Biotechnology Institute in downtown Baltimore. The Institute employs 300 professionals. - Construction of a $98 million Comprehensive Cancer Center on the John Hopkins Hospital campus (1998 opening). - Expansion of T. Rowe Price with the addition of 33 acres near their Owings Mills complex and construction of the first two of five total buildings (1997 completion). - Construction of a new $190 million football stadium to house the Baltimore Ravins (formerly Cleveland Browns) with completion scheduled for Fall 1998. - Completion of the $151 million expansion of the Baltimore Convention Center from 425,000 square feet to 1.2 million square feet. - New Inner Harbor developments include the $160 million Christopher Columbus Center for Marine Research and Exploration (1997 scheduled opening), the 80,000 square foot Port Discovery children's museum, and plans for a 160,000 square foot entertainment complex on the former Six Flags property. - Expansion of the Baltimore- Washington Airport adding a $110 million International terminal. - Extension of light rail service to Penn Station with connections to Amtrak and MARC trains; the new international terminal at the Baltimore-Washington Airport, with connections to downtown Baltimore; and to Hunt Valley. Income The long term ability of the population within an area to satisfy its material desires for goods and services directly affects the price levels of real estate and can be measured indirectly through retail sales. One measure of the relative wealth of an area is average household disposable income which is available for the purchase of food, shelter, and durable goods. In order to present a better understanding of the relative wealth of the component jurisdictions in the Baltimore MSA, we have examined the effective buying power income of the region as reported by Sales & Marketing Management's Survey of Buying Power. Effective buying income is essentially income after all taxes or disposable income. According to the Survey of Buying Power - 1996, the Baltimore MSA had a median household Effective Buying Income (EBI) of $36,955, ranking it as the 43rd highest metropolitan area in the country. Among components, the median household EBI varied from a low of $24,980 in the City of Baltimore, to a high of $52,244 in Howard County. Anne Arundel had the second highest household EBI ($43,201), followed by Carroll County ($40,925), and Harford ($39,232). Effective Buying Income Baltimore MSA (000's) Median Total EBI Household EBI BALTIMORE MSA $39,957,665 $36,955 Anne Arundel $ 8,045,372 $43,201 Baltimore County $12,921,988 $38,677 Baltimore City $ 8,308,138 $24,980 Carroll $ 2,188,549 $40,925 Harford $ 3,188,794 $39,232 Howard $ 4,708,582 $52,244 Queen Anne's $ 602,242 $37,361 Source: Sales & Marketing Management, 1996 Survey of Buying Power An additional measure of the area's economic vitality can be found in income level distribution. Approximately 32.2 percent of all households have effective buying income in excess of $50,000. This ranges from a high of 53.3 percent in Howard County to a low of 18.1 percent in the City of Baltimore, mirroring median household EBI. A region's effective buying income is a significant statistic because it conveys the effective wealth of the consumer. This figure alone can be misleading, however, if the consumer does not spend money. Coupling Baltimore's EBI with the area's significant retail sales and strong buying power index, it is clear that residents do spend money in the retail marketplace. The Baltimore MSA ranks 19th in retail sales, 17th in effective buying income and 18th in buying power. These statistics place the Baltimore MSA in the top 5.0 percent in the country. Retail Sales Retail sales in the Baltimore Metropolitan Area are currently estimated to exceed $21.7 billion annually. As previously stated, Baltimore ranked 19th nationally in total retail sales for 1995, the last year for which statistics are currently available. Retail sales in the metropolitan area have increased at a compound annual rate of 4.28 percent since 1989; 5.64 percent per year since 1992. Retail Sales Baltimore Metropolitan Area (In Thousands) Metropolitan Year Baltimore % Change 1989 $16,905,854 --- 1990 $17,489,333 +3.45% 1991 $17,484,100 - 0.03% 1992 $18,446,721 +5.51% 1993 $19,610,884 +6.31% 1994 $20,720,649 +5.66% 1995 $21,744,811 +4.94% Compound Annual +4.28% Change Source: Sales and Marketing Management 1990-1995 Transportation Baltimore is centrally located in the Mid-Atlantic Region and has convenient access to both east coast and midwest markets. The area is served by an extensive transportation network which consists of highway, rail lines, airports, seaports, and public transportation. The Baltimore MSA is traversed by a series of multi- lane highways. Interstate 95 runs north-south connecting the Northeast corridor with Florida and, along with the Baltimore- Washington Expressway, provides a link between the Baltimore and Washington beltways. Interstate 83 provides access to New York and Canadian markets. Interstate 70 connects the Port of Baltimore with Pittsburgh and the Midwest. Finally, all major arterials are accessible from Interstate 695, Baltimore's five lane beltway. The following chart illustrates Baltimore's proximity to the east coast and midwest markets. Highway Distance from Baltimore Boston 392 miles Chicago 668 miles New York 196 miles Philadelphia 96 miles Pittsburgh 218 miles Richmond 143 miles Washington, D.C. 37 miles Source: Department of Economic & Community Development The Baltimore region is served by five major and three shortline railroads including AMTRAK, Chessie System Railroads, ConRail, and Norfolk Southern Railroad. Nearly 610 railroad route miles traverse the region. AMTRAK service, originating out of Pennsylvania Station, provides access throughout the Northeast corridor, including Washington, Philadelphia, New York and Boston. Frequent commuter service between Washington, D.C. and Baltimore is provided by Maryland Rail Commuter (MARC), which operates between Baltimore, Camden, and Pennsylvania Stations and Washington Union Station, making intermediate stops at, among others, Baltimore/Washington International Airport (BWI). These stations are linked to their respective center cities by metro- rail and metro-bus systems. Baltimore's buses connect nearly 80 miles of the city and provide access to Annapolis, Maryland's state capital. The newly completed subway system links Baltimore's downtown region with the northwesterly suburbs, traveling 14 miles, originating at the Inner Harbor and terminating at Owings Mill. A multi- million dollar addition has been approved that will extend the existing subway from the Inner Harbor to Johns Hopkins Hospital. Proposed is a 27 mile long light rail system which will connect Hunt Valley to the north with Glen Burnie to the south, plus a spur to BWI Airport. This rail line will be a state-of-the-art, above ground rail system, electrically powered by overhead wires. The new line will run through downtown Baltimore and the Inner Harbor and will share a common station with the existing subway line at Charles Center. The Baltimore/Washington International Airport (BWI) is located in the southerly portion of the Baltimore region in Anne Arundel County, ten miles from downtown Baltimore. The modern airport hosts 18 passenger airlines that provide direct air service to 135 cities in the United States and Canada. U.S. Air is the major carrier at BWI, having 45 gates with over 170 flights a day in and out of BWI. BWI also provides service to air freight carriers with its 100,000 square foot Air Cargo Complex. When compared with Dulles and Washington National Airport, BWI services 32.0 percent of commercial passengers, 38.1 percent of commercial operations, and 57.3 percent of freight customers. BWI has spawned the development of 15 new business parks and several hotels, has created nearly 10,000 jobs, and has generated a statewide economic impact of $1.7 billion in the form of business sales made, goods and services purchased, and wages and taxes paid. Baltimore's water port stretches over 45 miles of developed waterfront and reaches a depth of 42 feet. With its six million square feet of warehousing and five million square feet of cold storage, the port receives 4,000 vessels yearly. These extensive facilities can accommodate general, container, bulk and break bulk cargoes; it is the second busiest containerized cargo port in the Mid-Atlantic and Gulf-Coast regions. Additionally, the port is the second largest importer and exporter of cars and trucks in the United States. The Port of Baltimore is closer to the midwest than any other east coast port and within an overnight drive of one-third of the nation's population. These are some of the reasons that the port has become a preferred destination for Pacific rim countries. Real Estate Market Trends Office vacancy rates throughout the metropolitan area declined to 15.0 percent as of the second quarter 1996, the lowest overall rate since mid-1988. The downtown submarket continued to show the highest availability (21.3 percent), while the suburban sector showed an overall vacancy of only 11.0 percent. Some new development, both build-to-suit and speculative, is occurring in the suburban west and south sectors. The industrial market showed signs of slowing during the first half of 1996, with net negative absorption after two years of strong leasing activity and positive absorption. The overall metro vacancy rate was reported at 15.0 percent. Much of the increase in availability was attributed to Merry-Go- Round vacating their 800,000 square foot facility after following into bankruptcy. New speculative development continued to occur in spite of the decline in occupancy. In the retail property sector, caution is the operative word. According to KLNB Commercial Real Estate Services as reported in the Real Estate Index, national retailers such as Best Buy, Michaels Stores, and Best Products have cut back the number of stores they plan to open in the area. Other retailers have pulled away from the market altogether. Target (Dayton Hudson) is an exception with plans to add seven stores in the Baltimore- Washington D.C. area. Power Centers dominate new construction. Overall vacancy in good quality grocery/drug anchored neighborhood centers was reported at below 3.0 percent. Overall, the real estate markets are generally showing signs of strengthening, although the industrial sector most recently experienced a decline in leasing activity compared to previous years. The greatest improvements were realized in the office sector. The retail market is considered to be relatively stable, with limited new development anticipated during the near term. Conclusions The overall outlook for the Metropolitan Baltimore Area is cautiously optimistic. The economic trends of the past 20 years have profoundly impacted the development of the Baltimore MSA. The service sector has filled some of the void left by the demise of the heavy industries albeit with lower paying jobs. The manufacturing industries, after a long decline, have begun to stabilize. With resources being directed into urban industrial parks and enterprise zones, basic industry will continue to play an integral role in the region's economy. However, the future is in the high-tech/bio-tech industries. Funds have been allocated by government to join private institutions, such as Johns Hopkins and private sector technical firms, in order to make Baltimore a national center for research and development. A healthy economy is the key ingredient to a healthy real estate market. Over the past several years, growth in the Baltimore-Washington real estate market has been considered strong, with rapid escalation in the values of both land and buildings. On a national and international level, the Baltimore- Washington market is recognized as one of the stronger real estate markets. However, within the past 30 months, the real estate market has slowed somewhat. Most real estate analysts anticipate a two to three year period of slow to moderate growth before the current market is back in balance. From a real estate perspective, increasing consumer confidence can have only positive effects on housing and those who manufacture and distribute consumer goods. Thus, residential real estate, manufacturing plants, distribution facilities and retail complexes serve to benefit. Low interest rates are a bonus to the real estate market though lending criteria remains somewhat selective. Chronic lagging job growth, particularly among office workers, continues to adversely affect the office rental market. Baltimore's housing activity declined by more than the statewide average since the mid-1980s as manufacturing job losses were concentrated in the metro area. This devastated employment in the construction sector. There was a modest recovery in housing starts from the recession trough of 11.7 million units in 1991, but they only reached 13.8 million in 1993. Job losses have depressed housing activity and multi-family housing permits were down by 26.9 percent through mid-1996. Nonetheless, the 1996 median home price increased 5.1 percent over 1995 to $114,600. Non-residential construction is providing some support to the overall construction sector due to the work on several large projects. Non-residential permit values were up 85.0 percent in 1995 from 1994 levels. On balance, the Baltimore region benefits from a relatively diversified economic base which should protect the region from the effects of wide swings in the economy. Over the long- term, the region's strategic location along the eastern seaboard and its reputation as a major business center should further enhance the area's outlook. Thus, while the current short term economic outlook may cause real estate values to remain stable, a more optimistic long term outlook should have positive influences upon real estate values. Summary - Baltimore is the 19th largest metropolitan area in the country. Just by sheer size, the region represents a broad marketplace for all commodities including real estate. - The region's economy is diversified with the service industries now the largest single sector; manufacturing has stabilized after three decades of decline. The outlook for continued expansion and investment in the biotechnology field is excellent led by the renowned John Hopkins University. - Regional economic trends point toward an era of modest growth which, over time, should eventually alleviate the current imbalance between supply and demand for some types of real property. However, only those with a desirable location and functional design will outperform inflation in the general economy. MAP of Westminster showing subject property (NOT INCLUDED). LOCATION ANALYSIS Cranberry Mall is located in Westminster, Maryland in the northern portion of Carroll County. Westminster is the largest of six regional planning districts in the county, with a population of approximately 28,517. The mall is situated at the crossroads of two highways, Route 140 and Route 27. Route 140 runs between Pennsylvania, Westminster, and Baltimore, while Route 27 extends from Manchester to Mount Airy. The mall is also accessible from Route 97 which extends from Montgomery County, Maryland to Gettysburg, Pennsylvania. Carroll County resides in the Piedmont region of north central Maryland between Baltimore and Frederick counties. It is Maryland's third fastest growing county, primarily due to the migration of city residents into the suburbs. Baltimore is approximately 25(m/l) miles from the Westminster area (35(m/l) minute drive) and 20(m/l) miles from Frederick, Pennsylvania (30 (m/l) minute drive). Cranberry Mall anchors Carroll County's primary commercial hub along Route 140. This strip is developed with neighborhood strip centers, fast food restaurants, service establishments, and other commercial uses. There has been little change to the area since our last appraisal although some new development has occurred or is on- going. Most notably, Dayton Hudson opened a Target store on a site situated at Routes 97S and 140 in July 1996. Management reports that the store hasn't had a material impact at Cranberry Mall, although sales at Caldor dropped slightly in 1996. We are advised that Carroll County planning officials are considering a growth moratorium in view of the burden being imposed on the existing infrastructure, particularly the utility systems. RETAIL MARKET ANALYSIS Trade Area Analysis Overview A retail center's trade area contains people who are likely to patronize that particular center. These customers are drawn by a given class of goods and services from a particular tenant mix. A center's fundamental drawing power comes from the strength of the anchor tenants as well as the regional and local tenants which complement and support the anchors. A successful combination of these elements creates a destination for customers seeking a variety of goods and services while enjoying the comfort and convenience of an integrated shopping environment. In order to define and analyze Cranberry Mall's market potential, it is important to first establish the boundaries of the primary and secondary trade areas from which the subject will draw its customers. In some cases, defining the trade areas may be complicated by the existence of other retail facilities on main thoroughfares within trade areas that are not clearly defined or whose trade areas overlap with that of the subject. This is true to some extent with the subject which competes with the North Hanover Mall, the Mall at Owings Mills, and to a lesser degree, the Francis Scott Key Mall in Frederick. Once the trade area is defined, the area's demographics and economic profile can be analyzed. This will provide key insight into the area's dynamics as it relates to Cranberry Mall. The sources of economic and demographic data for the trade area analysis are as follows: Equifax Marketing Decision Systems (ENDS), Sales and Marketing Management's Survey of Buying Power 1985-1995, The Urban Land Institute's Dollars and Cents of Shopping Centers (1995), CACI, The Sourcebook of County Demographics, The Census of Retail Trade, and demographic reports prepared by Mas Marketing, Inc. Scope of Trade Area Traditionally, a retail center's sales are primarily generated from within its primary trade area, which is typically within reasonably close geographic proximity to the center itself. Generally, between 55 and 65 percent of a center's sales are generated within its primary trade area. The secondary trade area generally refers to more outlying areas which provide less frequent customers to the center. Residents within the secondary trade area are more likely to shop closer to home due to time and travel constraints. Typically, an additional 20 to 25 percent of a center's sales will be generated from within the secondary area. The tertiary trade area refers to more distant areas in which occasional customers to the mall reside. These residents may be drawn to the center by a particular service or store which is not found locally. Industry experience shows that between 10 and 15 percent of a center's sales are derived from customers residing outside of the trade area. Trade Area Definition According to the most recent consumer survey, Cranberry Mall draws from an expansive trade area that comprises a 15 zip- code region roughly bounded on the south by I-70; on the north by Littlestown, Pennsylvania; on the east by I-83; and on the west by Highway 15. This area includes an irregular configuration which generally imposes limits of 10 to 15 miles from the mall. The survey indicates that approximately 75 percent of the mall's customer base reside within the closer communities of Westminster, Manchester, Skyesville, Finksburg, Hampstead, New Windsor and Taneytown. The secondary trade area includes quadrants to the northwest (Littlestown, PA), small pockets to the northeast, and a more expansive area to the west/southwest. These communities use the mall less frequently as they are more impacted by travel considerations due to the absence of good highway facilities or alternative shopping centers. These reports are very useful and help establish a basis for our independent analysis of the mall's trade area. Based on area traffic patterns, accessibility, geographical constraints, surrounding residential development and competing commercial establishments, we believe that the Cranberry Mall's total trade area extends for a radius of approximately 15 miles from the mall, similar to the customer survey provided. Although the report is somewhat dated, there have been no significant competitive, demographic or locational changes which would cause us to change this zip code distribution in this 1996 update. Accordingly, we have elected to analyze the subject's trade area based upon the zip codes provided. The following is a listing of zip codes in the subject's primary trade area. Cranberry Mall Primary Trade Area 21048 Finksburg 21074 Hempstead 21102 Manchester 21157 Westminster 21158 Westminster 21764 Linwood 21176 New Windsor 21784 Elderburg/Skysville 21787 Taneytown Zip codes comprising the subject's secondary trade area are as follows: Cranberry Mall Secondary Trade Area 27340 Littlestown, PA 21088 Lineboro 21107 Millers 21155 Upperco 21771 Mount Airy 21797 Woodbine Demographic statistics produced by ENDS, based on these zip codes are provided on the facing page. Comparisons are provided with the Baltimore MSA and State of Maryland. We will refer to this area as the subject's total trade area. Population Once the market area has been established, the focus of our analysis centers on the trade area's population. ENDS provides historic, current and forecasted population estimates for the total trade area. Patterns of development density and migration are reflected in the current levels of population estimates. Between 1980 and 1995, ENDS reports that the population within the total trade area increased by 29.7 percent to 317,040. This is equivalent to an average compound annual increase of 1.75 percent which, while lagging the Carroll County composite growth rate, is nonetheless well in excess of the growth seen by both the region and the state. Within the primary area, closer-in communities are growing at a slightly faster rate than the total trade area. This is significant, as residents are more likely to shop close to home. Currently (1995) this component of the total trade area contains 124,212 residents or 39 percent of the total. Through 2000, population within the total trade area is forecast to increase by an additional 5.7 percent to 335,178. Provided on the following page is a graphic representation of the projected population growth for the trade area through 2000. The fastest growing communities (8 to 9 percent) are shown to be immediately proximate to the mall site. (NOT INCLUDED) Households A household consists of all the people occupying a single housing unit. While individual members of a household purchase goods and services, these purchases actually reflect household needs and decisions. Thus, the household is a critical unit to be considered when reviewing market data and forming conclusions about the trade area as it impacts the retail center. National trends indicate that the number of households are increasing at a faster rate than the growth of the population. Several noticeable changes in the way households are being formed have caused acceleration in this growth, specifically: - The population is generally living longer on average. This results in an increase of single and two person households. - The divorce rate has increased dramatically over the past two decades, again resulting in an increase in single person households. - Many individuals have postponed marriage, thus also resulting in more single person households usually occupied by young professionals. Between 1980 and 1995, the total trade area added 35,245 households, increasing by 43.3 percent to 116,612 units. This rate continues to be in excess of the growth rate for the metro area. Moreover, household formation within the primary area has expanded at a faster rate (61.7 percent) to 44,264 units which comprises 38 percent of the trade area total. Through 2000, a continuation of this trend is forecast through both components of the trade area. Accordingly, the household size in the total trade area is forecast to decrease from its present 28 persons (1995) to 2.76 persons per household in 2000. Such a relationship generally fits the observation that smaller households with fewer children and higher incidences of single occupancy, especially among young professionals, generally correlates with greater disposable income. Map showing primary trade area and population growth Trade Area Income A significant statistic for retailers is the income potential of the surrounding trade area. Within the total trade area, ENDS reports that average household income was $55,642 in 1995. Through 2000 it is forecasted to increase by 5.4 percent per annum to $72,330. The Baltimore MSA has some of the highest average household income areas in the state of Maryland. A comparison of the trade area with the Baltimore MSA and State of Maryland is shown below. Average Household Income - 1995 Area Income Primary Trade Area $55,611 Total Trade Area $55,642 Baltimore MSA $52,158 State of Maryland $56,574 Provided on the following page is a graphic representation of the areas current income levels. Note the concentration of relative wealth adjacent to the subject south and southeast of the City of Westminster. Retail Sales Another important statistic for retailers is the amount of retail sales expended by the population. The table following summarizes historic retail sales for the State of Maryland, the Baltimore MSA, and Carroll County since 1985. Retail Sales (000) Baltimore Carroll State of Year MSA County Maryland 1985 $13,681,848 $ 491,554 $28,863,392 1990 $17,489,333 $ 699,121 $36,836,986 1991 $17,484,100 $ 705,040 $36,385,417 1992 $18,446,721 $ 767,460 $38,204,984 1993 $19,610,884 $ 830,622 $40,363,984 1994 $20,720,649 $1,227,308 $44,183,971 1995 $21,744,811 $1,299,020 $45,643,984 Compound Annual Growth Rate 1985-1996 +4.74% -10.21% +4.69% Source: Sales and Marketing Management Survey of Buying Power Empirical data shows that retail sales within Carroll County have grown at a compound annual rate of 10.2 percent since 1985. This rate of increase has been well in excess of that shown by the state and MSA as a whole. Much of this annual change was driven by the sizable increase in retail sales in 1994. Map showing primary trade area by average income Mall Shop Sales While retail sales trends within the MSA and region lend insight into the underlying economic aspects of the market, it is the subject's sales history that is most germane to our analysis. Sales reported for mall shop tenants have been segregated on the following table. Cranberry Mall Mall Shop Sales Total % Mature Unit % Year Mall Shop Change Mall Shop Rate Change Sales Sales Per Sq. Ft.* 1989 $28,151,000 -- -- -- -- 1990 $29,175,000 +3.64% -- -- -- 1991 $29,942,000 +2.63% $28,391,000 $218.02 -- 1992 $31,961,000 +6.74% $28,476,000 $221.94 +1.80% 1993 $33,056,000 +3.43% $29,076,000 $224.50 +1.20% 1994 $33,870,000 +2.46% $31,774,000 $229.70 +2.32% 1995 $31,988,000 (-5.6%) $28,990,000 $242.20 +5.44% 1996 $32,196,000 +.65% $27,967,000 $233.60 (-3.67%) Compound Annual +1.94% +1.39% Growth * Based upon applicabl e reporting GLA for that particula r year. As can be seen from the above, aggregate mall shop sales have increased at an average compound annual rate of 1.94 percent since 1989. The total sales of $32.20 million were equal to $208.40 per square foot in 1996, based on 154,475 square feet of total reporting GLA. It should be pointed out that these amounts are property totals and include sales from tenants who were terminated during the year. Furthermore, it should be emphasized that the sales reflect the aggregate change in sales and not an indication of comparable store sales. Comparable store sales (also known as same store or comparable sales) reflect the annual performance of stores in existence and reporting sales for the prior one year period. In management's year end sales report, they detail comparable store sales under the category "Mature Sales". The report shows mature stores increased by 5.4 percent in 1995 on a unit rate basis to $242.20 per square foot based on 119,686 reporting square feet. This number is "normalized" to be on a comparable basis with 1996 in terms of reporting GLA. In 1996, comparable store sales decreased by 3.6 percent to $233.60 per foot. Since 1991 when data for comparable sales was available, unit sales have grown by only 1.4 percent per annum which has lagged inflation. A complete sales report is contained in the Addenda. On balance, we have forecasted a 2 percent increase in mall shop sales in 1997 to approximately $238 per square foot. Department Store Sales Department store sales at the subject property are shown on the following chart. Aggregate sales of $51.3 million were equal to $168.00 per square foot in 1996. In 1995, anchors produced aggregate sales of $51.6 million, or an average of $169 per square foot. Cranberry Mall Department Store Sales ($000) Year Caldor Sears Leggett Montgomery Ward Total Unit Rate * 1989 $10,217 $9,596 $8,088 -- $27,901 $129 1990 $10,683 $10,017 $8,700 -- $29,400 $136 1991 $11,198 $9,948 $9,265 $15,190 $45,601 $149 1992 $11,049 $10,654 $8,236 $14,258 $44,197 $145 1993 $11,752 $11,612 $8,697 $14,905 $46,966 $154 1994 $11,219 $13,275 $8,737 $15,612 $48,843 $160 1995 $11,882 $14,272 $9,183 $16,245 $51,552 $169 1996 $11,207 $15,595 $9,271 $15,236 $51,309 $168 Compound +1.3% +7.2% +2.0% +.06% +3.8% Annual Growth * Based on applica ble GLA reporting. The highest grossing store at Cranberry Mall was Sears in 1996 with sales of $15.6 million, equivalent to $222.50 per square foot. Sears was also the most productive store in terms of sales per square foot. Alternately, Montgomery Ward had a 6.2 percent decrease in sales to $15,236,000 or $170.60 per square foot. This is partly due to some of their global problems affecting the chain nationally. Historically, they had been the highest grossing anchor store at Cranberry Mall. Caldor saw nearly a 6.0 percent decrease to $11.2 million or $137.90 per square foot. Caldor remains in bankruptcy and the chain contains to report lackluster results. Leggett had a 1.0 percent increase to $9.3 million or nearly $142 per square foot. On balance, the performance of the majors in 1996 can be considered mixed. Aggregate sales were down 0.5% from 1995, with only two of the four department stores posting increases. Competition There have been no material changes to the competitive landscape with the exception of a new Target store. We would expect this store to continue being most directly competitive with Caldor. Comments Within the shopping center industry, a trend toward specialization has evolved so as to maximize sales per square foot by deliberately meeting customer preferences rather than being all things to all people. This market segmentation is implemented through the merchandising of the anchor stores and the tenant mix of the mall stores. The subject has an attractive anchor alignment for the trade area which it serves. During the year there was a relatively good amount of tenant activity. Despite loosing some tenants to the global problems effecting many of the national and regional chains, several new deals were completed resulting in some net absorption. There are still some hard areas to lease and finding the right tenant(s) is a difficult task in today's leasing environment. Conclusion We have analyzed the retail trade history and profile of the Baltimore MSA and Carroll County in order to make reasonable assumptions as to the expected performance of the subject's trade area. A metropolitan and locational overview was presented which highlighted important points about the study area and demographic and economic data specific to the trade area was presented. The trade area profile discussed encompassed a zip code based analysis. Marketing information relating to these sectors was presented and analyzed in order to determine patterns of change and growth as it impacts the subject. Finally, we included a brief discussion of some of the competitive retail centers in the market area. The data is useful in giving quantitative dimensions of the total trade area, while our comments serve to provide qualitative insight into this trade area. The following summarizes our key conclusions: - The subject enjoys a visible and accessible location within one of the nation's largest MSA economies. - The subject's primary and total trade area continues to grow at rates above the regional mean. Current demographic statistics show a total trade area of approximately 317,000 persons residing in nearly 116,000 households. - Sales for mature stores slipped 3.6 percent last year mirroring many of the global troubles that impacted retailers, particularly the apparel chains. However, the department stores were in direct contrast of this trend with all four anchors posting healthy increases. - Management needs to continue to aggressively pursue those tenant types which would compliment the overall merchandising flavor of the center. Vacancy is still relatively high. Since the mall has never been above 85.0 percent occupancy, we feel that it has a structural vacancy problem that results from too much GLA to support based on the size of the market area. - The mall has some near term risk with nearly 30 percent of the existing leases expiring before 1997 and Target coming on line this summer. THE SUBJECT PROPERTY Property Description The Cranberry mall contains a gross leasable area of 525,702 square feet of GLA. The subject site is situated at the southeast quadrant of Routes 27 and 140 in Westminster, Maryland. The total area of the site is 57.745 acres. Overall, the property was noted to be in good condition. Outside of tenant leasings and terminations, the only recent significant change to the mall was a 6,000 square foot addition to the cinema, increasing its capacity from six to nine screens during 1994. A discussion of recent leasing activity can be found in the Income Approach section of this report. Another significant change to the property will come in 1997 when Leggett becomes a Belk store. Belk purchased Leggett in late-1996 and will convert the store in March. Management views this change as positive since Belk is traditionally more aggressive in their marketing efforts. We would also note that, structurally and mechanically, the improvements appear to be in good condition. However, this type of analysis is beyond our expertise and is best made by a professional engineer. Our review of the local environs reveals that there are no external influences which negatively impact the value of the subject property. Over the course of the past year, Cranberry Mall finished with an 81.0 (m/l) percent occupancy indicating vacancy of 19.0 percent. As of our previous report, the subject had an overall vacancy of approximately 19.5 percent, slightly higher than this analysis. Year-end 1994 showed a vacancy of about 20.0 percent. Real Property Taxes and Assessments The subject property is assessed for the purpose of taxation by Carroll County, and by the City of Westminster. The current assessment for the subject is in the total amount of $19,600,000. The resulting tax liability is $726,000 based on current mill rates. A review of the subject's historical tax liability is shown below: Real Estate Taxes Year Amount 1992/93 $704,336 1993/94 $566,183 1994/95 $664,400 1995/96 $670,520 1996/97 $726,000 Zoning The subject site is zoned P-RSC, Planned Regional Shopping Center by the City of Westminster. We are advised that this district permits a variety of retail uses including the subject's current utilization. HIGHEST AND BEST USE According to the Dictionary of Real Estate Appraisal, Third Edition (1993), a publication of the American Institute of Real Estate Appraisers, the highest and best use is defined as: The reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value. The four criteria the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximum profitability. In our last full narrative appraisal report, we evaluated the site's highest and best use as currently improved and as if vacant. In both cases, the highest and best use must meet these aforementioned criteria. After considering all the uses which are physically possible, legally permissible, financially feasible and maximally productive, it is our opinion that a concentrated retail use built to its maximum feasible FAR is the highest and best use of the mall site as if vacant. Similarly, we have considered the same criteria with regard to the highest and best use of the site as improved. After considering all pertinent data, it is our conclusion that the highest and best use of the site as improved is for its continued retail use. We believe that such a use will yield to ownership the greatest return over the longest period of time. VALUATION PROCESS Appraisers typically use three approaches in valuing real property: The Cost Approach, the Income Approach and the Sales Comparison Approach. The type and age of the property and the quantity and quality of data effect the applicability in a specific appraisal situation. The Cost Approach renders an estimate of value based upon the price of obtaining a site and constructing improvements, both with equal desirability and utility as the subject property. Historically, investors have not emphasized cost analysis in purchasing investment grade properties such as regional malls The estimation of obsolescence for functional and economic conditions as well as depreciation on improvements makes this approach difficult at best. Furthermore, the Cost Approach fails to consider the value of department store commitments to regional shopping centers and the difficulty of site assemblage for such properties. As such, the Cost Approach will not be employed in this analysis due to the fact that the marketplace does not rigidly trade leased shopping centers on a cost/value basis. The Sales Comparison Approach is based on an estimate of value derived from the comparison of similar type properties which have recently been sold. Through an analysis of these sales, efforts are made to discern the actions of buyers and sellers active in the marketplace, as well as establish relative unit values upon which to base comparisons with regard to the mall. This approach has a direct application to the subject property. Furthermore, this approach has been used to develop investment indices and parameters from which to judge the reasonableness of our principal approach, the Income Approach. By definition, the subject property is considered an income/ investment property. Properties of this type are historically bought and sold on the ability to produce economic benefits, typically in the form of a yield to the purchaser on investment capital. Therefore, the analysis of income capabilities are particularly germane to this property since a prudent and knowledgeable investor would follow this procedure in analyzing its investment qualities. Therefore, the Income Approach has been emphasized as our primary methodology for this valuation. This valuation concludes with a final estimate of the subject's market value based upon the total analysis as presented herein. SALES COMPARISON APPROACH Methodology The Sales Comparison Approach provides an estimate of market value by comparing recent sales of similar properties in the surrounding or competing area to the subject property. Inherent in this approach is the principle of substitution, which holds that, when a property is replaceable in the market, its value tends to be set at the cost of acquiring an equally desirable substitute property, assuming that no costly delay is encountered in making the substitution. By analyzing sales that qualify as arms-length transactions between willing and knowledgeable buyers and sellers, market value and price trends can be identified. Comparability in physical, locational, and economic characteristics is an important criterion when comparing sales to the subject property. The basic steps involved in the application of this approach are as follows: 1. Research recent, relevant property sales and current offerings throughout the competitive marketplace; 2. Select and analyze properties considered most similar to the subject, giving consideration to the time of sale, change in economic conditions which may have occurred since date of sale, and other physical, functional, or locational factors; 3. Identify sales which include favorable financing and calculate the cash equivalent price; and 4. Reduce the sale prices to a common unit of comparison, such as price per square foot of gross leasable area sold; 5. Make appropriate adjustments between the comparable properties and the property appraised; and 6. Interpret the adjusted sales data and draw a logical value conclusion. The most widely-used, market-oriented units of comparison for properties such as the subject are the sale price per square foot of gross leasable area (GLA) purchased, and the overall capitalization rate extracted from the sale. This latter measure will be addressed in the Income Capitalization Approach which follows this methodology. An analysis of the inherent sales multiple also lends additional support to the Sales Comparison Approach. Market Overview The typical purchaser of properties of the subject's caliber includes both foreign and domestic insurance companies, large retail developers, pension funds, and real estate investment trusts (REITs). The large capital requirements necessary to participate in this market and the expertise demanded to successfully operate an investment of this type, both limit the number of active participants and, at the same time, expand the geographic boundaries of the marketplace to include the international arena. Due to the relatively small number of market participants and the moderate amount of quality product available in the current marketplace, strong demand exists for the nation's quality retail developments. Most institutional grade retail properties are existing, seasoned centers with good inflation protection. These centers offer stability in income and are strongly positioned to the extent that they are formidable barriers to new competition. They tend to be characterized as having three to five department store anchors, most of which are dominant in the market. Mall shop sales are at least $300 per square foot and the trade area offers good growth potential in terms of population and income levels. Equally important are centers which offer good upside potential after face-lifting, renovations, or expansion. With new construction down substantially, owners have accelerated their renovation and remerchandising programs. Little competition from over-building is likely in most mature markets within which these centers are located. Environmental concerns and "no-growth" mentalities in communities continue to be serious impediments to new retail developments. Over the past 18(m/l) months, we have seen real estate investment return to favor as an important part of many institutional investors' diversified portfolios. Banks are aggressively competing for business, trying to regain market share lost to Wall Street, while the more secure life insurance companies are also reentering the market. The re-emergence of real estate investment trusts (REITs) has helped to provide liquidity within the real estate market, pushing demand for well-tenanted, quality property, particularly regional malls. Currently, REITs are one of the most active segments of the industry and are particularly attractive to institutional investors due to their liquidity. However, overbuilding in the retail industry has resulted in the highest GLA per capita ever (19 square feet per person). As a consequence, institutional investors are more selective than ever with their underwriting criteria. Many investors are even shunning further retail investment at this time, content that their portfolios have a sufficient weighting in this segment. The market for dominant Class A institutional quality malls is tight, as characterized by the limited amount of good quality product available. It is the overwhelming consensus that Class A property would trade in the 7.0 to 8.0 percent capitalization rate range, with rates below 7.5 percent likely limited to the top 15 to 20 malls with sales at least $350 per square foot. Conversely, there are many second tier and lower quality malls offered on the market at this time. With limited demand from a much thinner market, cap rates for this class of malls are felt to be in the much broader 9.5 to 14.0 percent range. Pessimism about the long term viability of many of these lower quality malls has been fueled by the recent turmoil in the retail industry. To better understand where investors stand in today's marketplace, we have surveyed active participants in the retail investment market. Based upon our survey, the following points summarize some of the more important "hot buttons" concerning investors: 1. Occupancy Costs - This "health ratio" measure is of fundamental concern today. The typical range for total occupancy cost-to-sales ratios falls between 10.0 and 15.0 percent. With operating expenses growing faster than sales in many malls, this issue has become even more important. As a general rule of thumb, malls with sales under $250 per square foot generally support ratios of 10.0 to 12.0 percent; $250 to $300 per square foot support 12.0 to 13.5 percent; and over $300 per square foot support 13.5 to 15.0 percent. Experience and research show that most tenants will resist total occupancy costs that exceed 15.0 to 18.0 percent of sales. However, ratios of upwards to 20.0 percent are not uncommon for some higher margin tenants. This appears to be by far the most important issue to an investor today. Investors are looking for long term growth in cash flow and want to realize this growth through real rent increases. High occupancy costs limit the amount of upside through lease rollovers. 2. Market Dominance - The mall should truly be the dominant mall in the market, affording it a strong barrier to entry for new competition. Some respondents feel this is more important than the size of the trade area itself. 3. Strong Anchor Alignment - Having at least three department stores (four are ideal), two of which are dominant in that market. The importance of the traditional department store as an anchor tenant has returned to favor after several years of weak performance and confusion as to the direction of the industry. As a general rule, most institutional investors would not be attracted to a two-anchor mall. 4. Entertainment - Entertainment has become a critical element at larger centers as it is designed to increase customer traffic and extend customer staying time. This loosely defined term covers a myriad of concepts available ranging from mini-amusement parks, to multiplex theater and restaurant themes, to interactive virtual reality applications. The capacity of regional/ super-regional centers to provide a balanced entertainment experience well serve to distinguish these properties from less distinctive formats such as power and smaller outlet centers. 5. Dense Marketplace - Several of the institutional investors favor markets of 300,000 to 500,000 people or greater within a 5 to 7 mile radius. Population growth in the trade area is also very important. One advisor likes to see growth 50.0 percent better than the U.S. average. Another investor cited that they will look at trade areas of 200,000(m/l) but that if there is no population growth forecasted in the market, a 50(m/l) basis point adjustment to the cap rate at the minimum is warranted. 6. Income Levels - Household incomes of $50,000+ which tends to be limited in many cases to top 50 MSA locations. Real growth with spreads of 200 to 300 basis points over inflation are ideal. 7. Good Access - Interstate access with good visibility and a location within or proximate to the growth path of the community. 8. Tenant Mix - A complimentary tenant mix is important. Mall shop ratios of 35(m/l) percent of total GLA are considered average with 75.0 to 80.0 percent allocated to national tenants. Mall shop sales of at least $250 per square foot with a demonstrated positive trend in sales is also considered to be important. 9. Physical Condition - Malls that have good sight lines, an updated interior appearance and a physical plant in good shape are looked upon more favorably. While several developers are interested in turn-around situations, the risk associated with large capital infusions can add at least 200 to 300 basis points onto a cap rate. 10. Environmental Issues - The impact of environmental problems cannot be understated. There are several investors who won't even look at a deal if there are any potential environmental issues no matter how seemingly insignificant. 11. Operating Covenants - Some buyers indicated that they would not be interested in buying a mall if the anchor store operating covenants were to expire over the initial holding period. Others weigh each situation on its own merit. If it is a dominant center with little likelihood of someone coming into the market with a new mall, they are not as concerned about the prospects of loosing a department store. If there is a chance of loosing an anchor, the cost of keeping them must be weighed against the benefit. In many of their malls they are finding that traditional department stores are not always the optimum tenant but that a category killer or other big box use would be a more logical choice. In the following section we will discuss trends which have become apparent over the past several years involving sales of regional malls. Regional Mall Property Sales Evidence has shown that mall property sales which include anchor stores have lowered the square foot unit prices for some comparables, and have affected investor perceptions. In our discussions with major shopping center owners and investors, we learned that capitalization rates and underwriting criteria have become more sensitive to the contemporary issues affecting department store anchors. Traditionally, department stores have been an integral component of a successful shopping center and, therefore, of similar investment quality if they were performing satisfactorily. During the 1980's a number of acquisitions, hostile take- overs and restructurings occurred in the department store industry which changed the playing field forever. Weighted down by intolerable debt, combined with a slumping economy and a shift in shopping patterns, the end of the decade was marked by a number of bankruptcy filings unsurpassed in the industry's history. Evidence of further weakening continued into 1991- 1992 with filings by such major firms as Carter Hawley Hale, P.A. Bergner & Company, and Macy's. In early 1994, Woodward & Lothrop announced their bankruptcy involving two department store divisions that dominate the Philadelphia and Washington D.C. markets. Most of the stores have since been acquired by the May Department Stores Company, effectively ending the existence of the 134 year old Wanamaker name, the nation's oldest department store company. More recently, however, department stores have been reporting a return to profitability resulting from increased operating economies and higher sales volumes. Sears, once marked by many for extinction, has more recently won the praise of analysts. Federated Department Stores has also been acclaimed as a text book example on how to successfully emerge from bankruptcy. They have merged with Macy's and more recently acquired the Broadway chain to form one of the nation's largest department store companies. The trend of further consolidation and vulnerability of the regional chains continued throughout 1996. With all this in mind, investors are looking more closely at the strength of the anchors when evaluating an acquisition. Most of our survey respondents were of the opinion that they were indifferent to acquiring a center that included the anchors versus stores that were independently owned if they were good performers. However, where an acquisition includes anchor stores, the resulting cash flow is typically segregated with the income attributed to anchors (base plus percentage rent) analyzed at a higher cap rate then that produced by the mall shops. However, more recent data suggests that investors are becoming more troubled by the creditworthiness of the mall shops. With an increase in bankruptcies, store closures and consolidations, we see investors looking more closely at the strength and vulnerabilities of the in-line shops. As a result, there has been a marked trend of increasing capitalization rates. Cushman & Wakefield has extensively tracked regional mall transaction activity for several years. In this analysis we discuss sale trends since 1991. Summary data sheets for the more recent period (1995 to 1996) are displayed on the Following Pages. Summary information for prior years (1991 to 1994) are maintained in our files. These sales are inclusive of good quality Class A or B+/B- properties that are dominant in their market. Also included are weaker properties in second tier cities that have a narrower investment appeal. As such, the mall sales presented in this analysis show a wide variety of prices on a per unit basis, ranging from $59 per square foot up to $686 per square foot of total GLA purchased. When expressed on the basis of mall shop GLA acquired, the range is more broadly seen to be $93 to $686 per square foot. Alternatively, the overall capitalization rates that can be extracted from each transaction range from 5.60 percent to rates in excess of 11.0 percent. One obvious explanation for the wide unit variation is the inclusion (or exclusion) of anchor store square footage which has the tendency to distort unit prices for some comparables. Other sales include only mall shop area where small space tenants have higher rents and higher retail sales per square foot. A shopping center sale without anchors, therefore, gains all the benefits of anchor/small space synergy without the purchase of the anchor square footage. This drives up unit prices to over $250 per square foot, with most sales over $300 per square foot of salable area. A brief discussion of historical trends in mall transactions follows Regional Mall Sales - 1995 Transaction Chart (includes data on 1995 sales of regional malls) Regional Mall Sales - 1996 Transaction Chart (includes data on 1996 sales of regional malls) The fourteen sales included for 1991 show a mean price per square foot sold of $282. On the basis of mall shop GLA sold, these sales present a mean of $357. Sales multiples range from .74 to 1.53 with a mean of 1.17. Capitalization rates range from 5.60 to 7.82 percent with an overall mean of 6.44 percent. The mean terminal capitalization rate is approximately 100 basis points higher, or 7.33 percent. Yield rates range between 10.75 and 13.00 percent, with a mean of 11.52 percent for those sales reporting IRR expectancies. In 1992, the eleven transactions display prices ranging from $136 to $511 per square foot of GLA sold, with a mean of $259 per square foot. For mall shop area sold, the 1992 sales suggest a mean price of $320 per square foot. Sales multiples range from .87 to 1.60 with a mean of 1.07. Capitalization rates range between 6.00 and 7.97 percent with the mean cap rate calculated at 7.31 percent for 1992. For sales reporting a going-out cap rate, the mean is shown to be 7.75 percent. Yield rates range from 10.75 to around 12.00 percent with a mean of 11.56 percent. For 1993, a total of sixteen transactions have been tracked. These sales show an overall average sale price of $242 per square foot based upon total GLA sold and $363 per square foot based solely upon mall GLA sold. Sales multiples range from .65 to 1.82 and average 1.15. Capitalization rates continued to rise in 1993, showing a range between 7.00 and 10.10 percent. The overall mean has been calculated to be 7.92 percent. For sales reporting estimated terminal cap rates, the mean is also equal to 7.92 percent. Yield rates for 1993 sales range from 10.75 to 12.50 percent with a mean of 11.53 percent for those sales reporting IRR expectancies. On balance, the year was notable for the number of dominant Class A malls which transferred. Sales data for 1994 shows fourteen confirmed transactions with an average unit price per square foot of $197 per square foot of total GLA sold and $288 per square foot of mall shop GLA. Sales multiples range from .57 to 1.43 and average .96. The mean going-in capitalization rate is shown to be 8.37 percent. The residual capitalization rates average 8.13 percent. Yield rates range from 10.70 to 11.50 percent and average 11.17 percent. During 1994, many of the closed transactions involved second and third tier malls. This accounted for the significant drop in unit rates and corresponding increase in cap rates. Probably the most significant sale involved the Riverchase Galleria, a 1.2 million square foot center in Hoover, Alabama. LaSalle Partners purchased the mall of behalf of the Pennsylvania Public School Employment Retirement System for $175.0 million. The reported cap rate was approximately 7.4 percent. Cushman & Wakefield has researched 19 mall transactions for 1995. With the exception of possibly Natick Mall and Smith Haven Mall, by and large the quality of malls sold are lower than what has been shown for prior years. For example, the average transaction price has been slipping. In 1993, the peak year, the average deal was nearly $133.8 million. In 1995, it is shown to be $88.6 million which is even skewed upward by Natick and Smith Haven Malls which had a combined price of $486.0 million. The average price per square foot of total GLA sold is calculated to be $193 per square foot. The range in values of mall GLA sold are $93 to $686 with an average of $285 per square foot. The upper end of the range is formed by Queens Center with mall shop sales of nearly $700 per square foot. Characteristics of these lesser quality malls would be higher initial capitalization rates. The range for these transactions is 7.25 to 11.10 percent with a mean of 9.13 percent. Most market participants indicated that continued turmoil in the retail industry will force cap rates to move higher. 1996 has been the most active year in recent times in terms of transactions. REIT's have far and away been the most active buyers. We believe this increase in activity is a result of a combination of dynamics. The liquidity of REIT's as well as the availability of capital has made acquisitions much easier. In addition, sellers have become much more realistic in there pricing, recognizing that the long term viability of a regional mall requires large infusions of capital. The 26 transactions we have tracked range in size from approximately $22.2 million to $266.0 million. The malls sold also run the gamut of quality ranging from several secondary properties in small markets to such higher profile properties as Old Orchard Shopping Center in Chicago and South Park Mall in Charlotte. Sale prices per SF of mall shop GLA range from $126 to $534 with a mean of $242. REIT's primary focus on initial return with their underwriting centered on in place income. As such, capitalization rates ranged from 7.0 percent to 12.0 percent with a mean of 9.35 percent. While these unit prices implicitly contain both the physical and economic factors affecting the real estate, the statistics do not explicitly convey many of the details surrounding a specific property. Thus, this single index to the valuation of the subject property has limited direct application. The price per square foot of mall shop GLA acquired yields one common form of comparison. However, this can be distorted if anchor and/or other major tenants generate a significant amount of income. Chart A, following, shows this relationship along with other selected indices. CHART A * Selected Average Indices Transact Price/SF Price/SF Range Sales Capitaliz ion Year Range ** of Mall Shop Multi ation of Total GLA/Mean ple Rates GLA/Mean 1991 $156 - $556 $203 - $556 1.17 6.44% $282 $357 1992 $136 - $511 $226 - $511 1.07 7.31% $259 $320 1993 $ 73 - $471 $173 - $647 1.15 7.92% $242 $363 1994 $ 83 - $378 $129 - $502 0.96 8.37% $197 $288 1995 $ 53 - $686 $ 93 - $686 0.96 9.13% $193 $284 1996 $ 58 - $534 $126 - $534 0.84 9.35% $190 $242 * Includes all transactions for particular year ** Based on total GLA acquired The chart above shows that the annual average price per square foot of total GLA acquired has ranged from $190 to $282 per square foot. A declining trend has been in evidence as cap rates have risen. As discussed, one of the factors which may influence the unit rate is whether or not anchor stores are included in the total GLA which is transferred. Thus, a further refinement can be made between those malls which have transferred with anchor space and those which have included only mall GLA. The price per square foot of mall shop GLA has declined from a high of $357 per square foot in 1991 to $242 per square foot in 1996. In order to gain a better perspective into this measure, we can isolate only those sales which involved a transfer of the mall shop GLA. Chart B, following, makes this distinction. We have displayed only the more recent transactions (1995- 1996). CHART B Regional Mall Sales Involving Mall Shop Space Only -------1995-------- -------1996-------- Sale Unit NOI Sale Unit NOI No. Rate Per No. Rate Per SF SF 95-1 $686 $66.58 96-6 $126 $15.12 95-3 $342 $26.68 96-8 $144 $14.84 95-4 $259 $22.42 96-9 $281 $25.12 95-7 $237 $17.21 96-10 $433 $30.34 96-16 $145 $11.27 96-17 $270 $29.74 96-18 $534 $40.03 96-21 $508 $35.57 96-23 $342 $29.11 96-24 $225 $17.32 96-25 $239 $17.44 Mean $381 $33.22 $295 $24.17 From the above we see that the mean unit rate for sales involving mall shop GLA only has ranged from approximately $126 to $686 per square foot with yearly averages of $295 and $381 per square foot for the most recent two year period. We recognized that these averages may be skewed somewhat by the size of the sample, particularly in 1995. Alternately, where anchor store GLA has been included in the sale, the unit rate is shown to range widely from $53 to $410 per square foot of salable area, indicating a mean of $143 per square foot in 1995, and only $113 per square foot in 1996. Chart C, following, depicts this data. CHART C Regional Mall Sales Involving Mall Shops and Anchor GLA Sale Unit NOI Sale Unit NOI No. Rate Per No. Rate Per SF SF 95-2 $410 $32.95 96-1 $278 $22.54 95-5 $272 $21.05 96-2 $130 $13.62 95-6 $ 91 $8.64 96-3 $129 $13.57 95-8 $105 $9.43 96-4 $108 $10.70 95-9 $122 $11.60 96-5 $122 $11.06 95-10 $ 95 $ 8.80 96-7 $ 58 $ 6.58 95-11 $ 53 $ 5.89 96-11 $ 73 $ 8.02 95-12 $ 79 $ 8.42 96-12 $102 $10.21 95-13 $ 72 $ 7.16 96-13 $117 $10.96 95-14 $ 96 $ 9.14 96-14 $ 77 $ 7.78 95-15 $212 $17.63 96-15 $ 92 $ 9.52 95-16 $ 56 $ 5.34 96-19 $ 91 $ 8.40 95-17 $ 59 $ 5.87 96-20 $ 66 $ 6.81 95-18 $143 $11.11 96-22 $170 $12.75 95-19 $287 $22.24 96-26 $ 75 $ 8.01 Mean $143 $12.35 Mean $113 $10.70 * Sale included peripheral GLA Analysis of Sales Within Charts B and C, we have presented a summary of several transactions involving regional and super-regional-sized retail shopping malls from which price trends may be identified for the extraction of value parameters. These transactions have been segregated by year of acquisition so as to lend additional perspective on our analysis. Comparability in both physical and economic characteristics are the most important criteria for analyzing sales in relation to the subject property. However, it is also important to recognize the fact that regional shopping malls are distinct entities by virtue of age and design, visibility and accessibility, the market segmentation created by anchor stores and tenant mix, the size and purchasing power of the particular trade area, and competency of management. Thus, the "Sales Comparison Approach", when applied to a property such as the subject can, at best, only outline the parameters in which the typical investor operates. The majority of these sales transferred either on an all cash (100 percent equity) basis or its equivalent utilizing market-based financing. Where necessary, we have adjusted the purchase price to its cash equivalent basis for the purpose of comparison. As suggested, sales which include anchors typically have lower square foot unit prices. In our discussions with major shopping center owners and investors, we learned that capitalization rates and underwriting criteria have become more sensitive to the contemporary issues dealing with the department store anchors. As such, investors are looking more closely than ever at the strength of the anchors when evaluating an acquisition. As the reader shall see, we have attempted to make comparisons of the transactions to the subject primarily along economic lines. For the most part, the transactions have involved dominant or strong Class A centers in top 50 MSA locations which generally have solid, expanding trade areas and good income profiles. Some of the other transactions are in decidedly inferior second tier locations with limited growth potential and near term vacancy problems. These sales tend to reflect lower unit rates and higher capitalization rates. Application to Subject Property Because the subject is theoretically selling both mall shop GLA and owned department stores, we will look at the recent sales summarized in Chart C more closely. As a basis for comparison, we will analyze the subject based upon projected net operating income. First year NOI has been projected to be $8.65 per square foot (CY 1997), based upon 525,702 square feet of owned GLA. Derivation of the subject's projected net operating income is presented in the Income Capitalization Approach section of this report as calculated by the Pro-Ject model. With projected NOI of $8.65 per square foot, the subject falls toward the low end of the range exhibited by most of the comparable sales. Since the income that an asset will produce has direct bearing on the price that a purchaser is willing to pay, it is obvious that a unit price which falls at the high-end of the range indicated by the comparables would be applicable to the subject. The subject's anticipated net income can be initially compared to the composite mean of the annual transactions in order to place the subject in a frame of reference. This is shown on the following chart. Sales Mean Subject Subject Year NOI Forecast Ratio 1991 $14.25 $8.65 60.7% 1992 $16.01 $8.65 54.0% 1993 $15.51 $8.65 55.8% 1994 $15.62 $8.65 55.4% 1995 $12.35 $8.65 70.0% 1996 $10.70 $8.65 80.8% * Data for years 1991 through 1994 are retained in our files. With first year NOI forecasted at approximately 54 to 81 percent of the mean of these sales in each year, the unit price which the subject property would command should be expected to fall within a relative range. Net Income Multiplier Method Many of the comparables were bought on expected income, not gross leasable area, making unit prices a somewhat subjective reflection of investment behavior regarding regional malls. In order to quantify the appropriate adjustments to the indicated per square foot unit values, we have compared the subject's first year pro forma net operating income to the pro forma income of the individual sale properties. In our opinion, a buyer's criteria for the purchase of a retail property is predicated primarily on the property's income characteristics. Thus, we have identified a relationship between the net operating income and the sales price of the property. Typically, a higher net operating income per square foot corresponds to a higher sales price per square foot. Therefore, this adjustment incorporates factors such as location, tenant mix, rent levels, operating characteristics, and building quality. Provided below, we have extracted the net income multiplier from each of the improved sales. We have included only the more recent sales data (1995/96). The equation for the net income multiplier (NIM), which is the inverse of the equation for the capitalization rate (OAR), is calculated as follows: NIM = Sales Price Net Operating Income Net Income Multiplier Calculation = Net Income Sale Price/SF / NOI/SF Multiplier No. 95-6 $ 91 $8.64 10.53 95-8 $ 105 $9.43 11.13 95-10 $ 95 $8.80 10.80 95-14 $ 96 $9.14 10.50 96-11 $ 73 $8.02 9.10 96-14 $ 77 $7.78 9.90 96-15 $ 92 $9.52 9.66 96-19 $ 91 $8.40 10.83 96-26 $ 75 $8.01 9.36 Mean $ 88 $8.64 10.20 Valuation of the subject property utilizing the net income multipliers (NIMs) from the comparable properties accounts for the disparity of the net operating incomes ($NOIs) per square foot between the comparables and the subject. Within this technique, each of the adjusted NIMs are multiplied by the $NOI per square foot of the subject, which produces an adjusted value indication for the subject. The net operating income per square foot for the subject property is calculated as the first year of the holding period, as detailed in the Income Capitalization Approach section of this report. Adjusted Unit Rate Summary Net Income = $/SF No. Indicated Sale NOI/SF Net Income Indicated x Multiplier Price = $/SF No. 95-6 $8.65 10.53 $91 95- 8 $8.65 11.13 $96 95-10 $8.65 10.80 $93 95-14 $8.65 10.50 $91 96- 11 $8.65 9.10 $79 96-14 $8.65 9.90 $86 96-15 $8.65 9.66 $84 96-19 $8.65 10.83 $94 96-26 $8.65 9.36 $81 Mean $8.65 10.20 $88 From the process above, we see that the indicated net income multipliers range from 9.10 to 11.13 with a mean of 10.20. The adjusted unit rates range from $79 to $96 per square foot of owned GLA with a mean of $88 per square foot. We recognize that the sale price per square foot of gross leasable area, including land, implicitly contains both the physical and economic factors of the value of a shopping center. Such statistics by themselves, however, do not explicitly convey many of the details surrounding a specific income producing property like the subject. Nonetheless, the process we have undertaken here is an attempt to quantify the unit price based upon the subject's income producing potential. The subject, although considered the dominant property for its trade area, has less than average growth potential in terms of its net income/cash flow. There is also some near term rent roll risk with a number of leases expiring and its anchor profile has some cause for concern. As such, we would be inclined to be at the lower end of the adjusted range for the comparables. Considering the characteristics of the subject relative to the above, we believe that a unit rate range of $75 to $80 per square foot is appropriate. Applying this unit rate range to 525,702 (m/l) square feet of owned GLA results in a value of approximately $39.4 million to $42.0 million for the subject as shown below. 525,702 SF 525,702 SF x $75 x $80 $39,428,000 $42,056,000 Rounded Value Estimate - Market Sales Unit Rate Comparison $39,400,000 to $42,000,000 Sales Multiple Method Arguably, it is the mall shop GLA sold and its intrinsic economic profile that is of principal concern in the investment decision process. A myriad of factors influence this rate, perhaps none of which is more important than the sales performance of the mall shop tenants. Accordingly, the abstraction of a sales multiple from each transaction lends additional perspective to this analysis. The sales multiple measure is often used as a relative indicator of the reasonableness of the acquisition price. As a rule of thumb, investors will look at a sales multiple of 1.00 as a benchmark, and will look to keep it within a range of 0.75 to 1.25 times mall shop sales performance unless there are compelling reasons why a particular property should deviate. The sales multiple is defined as the sales price per square foot of mall GLA divided by average mall shop sales per square foot. As this reasonableness test is predicated upon the economics of the mall shops, technically, any income (and hence value) attributed to anchors that are acquired with the mall as tenants should be segregated from the transaction. As an income (or sales) multiple has an inverse relationship with a capitalization rate, it is consistent that, if a relatively low capitalization rate is selected for a property, it follows that a correspondingly above-average sales (or income) multiple be applied. In most instances, we are not privy to the anchor's contributions to net income. Therefore, the analysis shown below is limited to those sales which involved mall shop GLA only. Sales Multiple Summary --------------------------------- Sale Going-In Sales No. OAR Multiple 95- 1 9.71% 1.00 95- 3 7.80% 1.01 95- 4 8.66% 0.99 95- 7 7.25% 0.82 96- 6 12.00% 0.33 96- 8 10.31% 0.67 96- 9 8.95% 0.85 96-10 7.00% 1.08 96-16 7.75% 0.53 96-17 11.00% 0.71 96-18 7.50% 1.17 96-21 7.00% 1.27 96-23 8.50% 1.14 96-24 7.70% 0.87 96-25 7.30% 0.96 Mean 8.56% 0.89 The mall sales involing solely mall shop GLA for the years 1995/1996 show sales multiples that range from 0.33 to 1.27 with a mean of about 0.89. As evidenced, the more productive malls with higher sales volumes on a per square foot basis tend to have higher sales multiples. Furthermore, the higher multiples tend to be in evidence where an anchor(s) is included in the sale. Based upon forecasted sales performance in 1997, the subject should produce sales of about $238 per square foot for all comparable store tenants, including food court. In the case of the subject, the overall capitalization rate being utilized for this analysis is considered to be above the mean exhibited by the comparable sales. As such, we would be inclined to utilize a multiple below the mean indicated by the sales which is applied to just the mall shop space. In addition, the subject has a below average sales and income growth potential. Applying a ratio of say, 0.60 to 0.65 percent to the forecasted sales of $238 per square foot, the following range in value is indicated: Unit Sales Volume (Mall Shops) $ 238 $ 238 Sales Multiple x 0.60 x 0.65 Adjusted Unit Rate $142.80 $154.70 Mall Shop GLA x194,271 x194,271 Value Indication $27,742,000 $30,054,000 The analysis shows an adjusted value range of approximately $27.7 to $30.1 million. Inherent in this exercise are mall shop sales which are projections based on our investigation into the market which might not fully measure investor's expectations. It is clearly difficult to project with any certainty what the mall shops might achieve in the future, particularly as the lease-up is achieved and the property brought to stabilization. While we may minimize the weight we place on this analysis, it does, nonetheless, offer a reasonableness check against the other methodologies. We have also considered in this analysis the fact that the owned anchors and other major tenants are forecasted to contribute approximately $1.5 million in revenues in 1997 (base rent obligations and overage rent). If we were to capitalize this revenue separately at an 10.5 percent rate, the resultant effect on value is approximately $14.3 million. Arguably, department stores have qualities that add certain increments of risk over and above regional malls, wherein risk is mitigated by the diversity of the store types. A recent Cushman & Wakefield survey of free-standing retail building sales consisting of net leased discount department stores, membership warehouse clubs, and home improvement centers, displayed a range in overall capitalization rates between 8.8 and 10.9 percent with a mean of approximately 9.6 percent. All sales occurred with credit worthy national tenants in place. Trends indicate that investors have shown a shift in preference to initial return and, as will be discussed in a subsequent section, overall capitalization rates have been showing increases over the past several years. Moreover, when the acquisition of a shopping mall includes anchor department stores, investors will typically segregate income attributable to the anchors and analyze these revenues with higher capitalization rates than those revenues produced by the mall shops. Therefore, based upon the preceding discussion, it is our opinion that overall capitalization rates for department stores are reasonably reflected by a range of 9.5 to 11.0 percent. We have chosen a rate toward the middle of the range due to the locational attributes of the subject's trade area and characteristics of the subject property. Therefore, adding the anchor income's implied contribution to value of $14.3 million, the resultant range is shown to be approximately $42.0 to $44.4 million. Giving consideration to all of the above, the following value range is warranted for the subject property based upon the sales multiple analysis. Estimated Value - Sales Multiple Method Rounded to $42,000,000 to $44,400,000 Value Conclusion We have considered all of the above relative to the physical and economic characteristics of the subject. It is difficult to relate the subject to comparables that are in such widely divergent markets with different cash flow characteristics. The subject's "second tier" location in a trade area with limited growth does not appeal to the broad segment of the investor marketplace. The mall, still has high vacancy levels and a low representation of national credit tenants. It is also represented by two anchor stores that continue to have global troubles. After considering all of the available market data in conjunction with the characteristics of the subject property, the indices of investment that generated our value ranges are as follows: Unit Price Per Square Foot Salable Square Feet: 525,702(m/l) SF Price Per SF of Salable Area: $75 to $80 Indicated Value Range: $39,400,000 to $42,000,000 Sales Multiple Analysis Indicated Value Range $42,000,000 to $44,400,000 The parameters above show a value range of approximately $39.4 to $44.4 million for the subject property. Based on our total analysis, relative to the strengths and weaknesses of each methodology, it would appear that the Sales Comparison Approach indicates a Market Value for the subject within the more defined range of $40.0 to $42.0 million for the subject as of January 1, 1997. Market Value As Is - Sales Comparison Approach Rounded to $40,000,000 to $42,000,000 INCOME APPROACH Introduction The Income Approach is based upon the economic principle that the value of a property capable of producing income is the present worth of anticipated future net benefits. The net income projected is translated into a present value indication using the capitalization process. There are various methods of capitalization that are based on inherent assumptions concerning the quality, durability and pattern of the income projection. Where the pattern of income is irregular due to existing leases that will terminate at staggered, future dates, or to an absorption or stabilization requirement on a newer development, discounted cash flow analysis is the most accurate. Discounted Cash Flow Analysis (DCF) is a method of estimating the present worth of future cash flow expectancies by individually discounting each anticipated collection at an appropriate discount rate. The indicated market value by this approach is the accumulation of the present worth of future projected years' net income (before income taxes and depreciation) and the present worth of the reversion (the estimated property value at the end of the projection period). The estimated value of the reversion at the end of the projection period is based upon the capitalization of the next year's projected net operating income. This is the more appropriate method to use in this assignment, given the step up in lease rates and the long term tenure of retail tenants. A second method of valuation, using the Income Approach, is to directly capitalize a stabilized net income based on rates extracted from the market or built up through mortgage equity analysis. This is a valid method of estimating the market value of the property as of the achievement of stabilized operations. In the case of the subject, operations are not forecasted to achieve stabilization for several years. Thus, the direct capitalization method has been omitted from the valuation process. Discounted Cash Flow Analysis The Discounted Cash Flow (DCF) produces an estimate of value through an economic analysis of the subject property in which the net income generated by the asset is converted into a capital sum at an appropriate rate. First, the revenues which a fully informed investor can expect the subject to produce over a specified time horizon are established through an analysis of the current rent roll, as well as the rental market for similar properties. Second, the projected expenses incurred in generating these gross revenues are deducted. Finally, the residual net income is discounted into a capital sum at an appropriate rate which is then indicative of the subject property's current value in the marketplace. In this Income Approach to the valuation of the subject, we have utilized a 10 year holding period for the investment with the cash flow analysis commencing on January 1, 1997. Although an asset such as the subject has a much longer useful life, investment analysis becomes more meaningful if limited to a time period considerably less than the real estate's economic life, but of sufficient length for an investor. A 10-year holding period for this investment is long enough to model the asset's performance and benefit from its continued lease-up and remerchandising, but short enough to reasonably estimate the expected income and expenses of the real estate. The revenues and expenses which an informed investor may expect to incur from the subject property will vary, without a doubt, over the holding period. Major investors active in the market for this type of real estate establish certain parameters in the computation of these cash flows and criteria for decision making which this valuation analysis must include if it is to be truly market-oriented. These current computational parameters are dependent upon market conditions in the area of the subject property as well as the market parameters for this type of real estate which we view as being national in scale. By forecasting the anticipated income stream and discounting future value at reversion into current value, the capitalization process may be applied to derive a value that an investor would pay to receive that particular income stream. Typical investors price real estate on their expectations of the magnitude of these benefits and their judgment of the risks involved. Our valuation endeavors to reflect the most likely actions of typical buyers and sellers of property interest similar to the subject. In this regard, we see the subject as a long term investment opportunity for a competent owner/developer. An analytical real estate computer model that simulates the behavioral aspects of property and examines the results mathematically is employed for the discounted cash flow analysis. In this instance, it is the PRO-JECT Plus+ computer model. Since investors are the basis of the marketplace in which the subject property will be bought and sold, this type of analysis is particularly germane to the appraisal problem at hand. On the Facing Page is a summary of the expected annual cash flows from the operation of the subject over the stated investment holding period. (NOT INCLUDED) A general outline summary of the major steps involved may be listed as follows: 1.Analysis of the income stream: establishment of an economic (market) rent for tenant space; projection of future revenues annually based upon existing and pending leases, probable renewals at market rentals, and expected vacancy experience; 2. Estimation of a reasonable period of time to achieve stabilized occupancy of the existing property and make all necessary improvements for marketability; 3. Analysis of projected escalation recovery income based upon an analysis of the property's history as well as the experiences of reasonably similar properties; 4. Derivation of the most probable net operating income and pre-tax cash flow (net income) less reserves, tenant improvements, leasing commissions and any extraordinary expenses to be generated by the property) by subtracting all property expenses from the effective gross income; and 5. Estimation of a reversionary sale price based upon capitalization of the net operating income (before reserves, tenant improvements and leasing commissions or other capital items) at the end of the projection period. Following is a detailed discussion of the components which form the basis of this analysis. Potential Gross Revenues The total potential gross revenues generated by the subject property are composed of a number of distinct elements: minimum rent determined by lease agreement; additional overage rent based upon a percentage of retail sales; a reimbursement of certain expenses incurred in the ownership and operation of the real estate; and other miscellaneous revenues. The minimum base rent represents a legal contract establishing a return to investors in the real estate, while the passing of certain expenses on to tenants serves to maintain this return in an era of continually rising costs of operation. Additional rent based upon a percentage of retail sales experienced at the subject property serves to preserve the purchasing power of the residual income to an equity investor over time. Finally, miscellaneous income adds an additional source of revenue in the complete operation of the subject property. Cranberry Mall Revenue Summary Initial Year of Investment - 1997 Revenue Amount Unit Income Component Rate * Ratio Minimum Rent** $4,503,768 $ 8.57 58.6% Overage Rent*** $ 285,012 $ 0.54 3.7% Expense $2,560,996 $ 4.87 33.3% Recoveries Miscellaneous $ 340,000 $ 0.65 4.4% Income Total $7,689,776 $14.63 100.0% * Reflects total owned GLA of 525,702 SF ** Net of free rent *** Net of recaptures Minimum Rental Income Minimum rent produced by the subject property is derived from that paid by the various tenant types. The projection utilized in this analysis is based upon the actual rent roll and our projected leasing schedule in place as of the date of appraisal, together with our assumptions as to the absorption of the vacant space, market rent growth, and renewal/turnover probability. We have also made specific assumptions regarding the re- tenanting of the mall based upon deals that are in progress and have a strong likelihood of coming to fruition. In this regard, we have worked with Shopco management and leasing personnel to analyze each pending deal on a case by case basis. We have incorporated all executed leases in our analysis. For those pending leases that are substantially along in the negotiating process and are believed to have a reasonable likelihood of being completed, we have reflected those terms in our cash flow. These transactions represent a reasonable and prudent assumption from an investor's standpoint. The rental income which an asset such as the subject property will generate for an investor is analyzed as to its quality, quantity and durability. The quality and probable duration of income will affect the amount of risk which an informed investor may expect over the property's useful life. Segregation of the income stream along these lines allows us to control the variables related to the center's forecasted performance with greater accuracy. Each tenant type lends itself to a specific weighting of these variables as the risk associated with each varies. The minimum rents forecasted at the subject property are essentially derived from various tenant categories: major tenant revenue consisting of base rent obligations of the four department stores, revenues from the cinema and outparcels and mall tenant revenues consisting of all in-line mall shops. As a sub-category of in-line shop rents, we have separated food court rents and kiosk revenues. In our investigation and analysis of the marketplace, we have surveyed, and ascertained where possible, rent levels being commanded by competing centers. However, it should be recognized that large retail shopping malls are generally considered to be separate entities by virtue of age and design, accessibility, visibility, tenant mix and the size and purchasing power of its trade area. Consequently, the best measure of minimum rental income is its actual rent roll leasing schedule. As such, our a analysis of recently negotiated leases for new and relocation tenants at the subject provides important insight into perceived market rent levels for the mall. Insomuch as a tenant's ability to pay rent is based upon expected sales achievement, the level of negotiated rents is directly related to the individual tenant's perception of their expected performance at the mall. This is particularly true for the subject where sales levels have fallen to problematic levels that have resulted in several leases being renegotiated. Interior Mall Shops Rent from all interior mall tenants comprise the majority of minimum rent. Aggregate rent from these tenants is forecasted to be $2,856,739, or $14.70 per square foot. Minimum rent may be allocated to the following components: Cranberry Mall Minimum Rent Allocation Interior Mall Shops 1997 Applicable Unit Rate Revenue GLA * (SF) Mall $2,542,618 182,516 SF $13.93 Shops Kiosks $ 55,000 917 SF $59.98 Food $ 259,121 10,838 SF $23.91 Court Total $2,856,739 194,271 SF $14.70 * Represents leasable area as opposed to actual leased or occupied area exclusive of non-owned space. ** Net of free rent Our analysis of market rent levels for in-line shops has resolved itself to a variety of influencing factors. Although it is typical that larger tenant spaces are leased at lower per square foot rates and lower percentages, the type of tenant as well as the variable of location within the mall can often distort this size/rate relationship. Typically, we would view the rent attainment levels in the existing mall as being representative of the total property. However, the center is characterized by many older and some troubled leases that have been renegotiated to more tolerant levels based upon the tenants sales performance. The following section details the more important changes which have influenced the mall over the past twelve months. Recent Leasing The following bullet points present an overview of recent leasing activity and tenant changes at the subject property: -Roy Rogers closed its unit here at year- end 1996. Ownership is talking to McDonalds as a replacement. -Great Cookie replaced T.J. Cinnamon -Bath & Body Works will open in April 1997 on a 10-year lease of 2,200 square feet at an initial rate of $18.00 per square foot. Bath & Body reportedly received $80,000 in allowances. -Friedman Jewelers has signed a lease for 1,500 square feet at an initial rent of $26.67 per square foot. Friedman will open in June. -Casa Rico opened in Suites 191/193 (5,094 square feet) on a 10-year term at a flat rental rate of $9.59 per square foot. -Bible's Plus a temporary tenant, will become permanent as of April 1997, signing a 10-year lease starting at $6.88 per square foot. There are also a number of tenants who have signed early renewals at the property. Being 10 years old, Cranberry Mall has had a substantial number of leases expiring. Ownership has been relatively successful re-signed tenants. The following is a list of tenants renewing at the subject. S.J. Watch Nail Studio Claire's Boutique Gordon's Jewelers Travel Agents Sterling Optical Pro Image Footlocker Treat Shop General Nutrition Radio Shack County Seat Paul Harris Footquarter Hot Sam Villa Pizza Sunglass Hut Subway In addition to this activity, ownership is currently working on a deal with Transworld Music who will lease 8,500 square feet, occupying Suites 1.19 to 1.21, currently occupied by Baltimore Gas and Recordtown. Transworld is an entertainment/record and tape format by the company who operates Tape World, Recordtown, and Dream Machine. In conjunction with this lease, Transworld will close and consolidate its Tape World, Recordtown, and Dream Machine units into the new store. Baltimore Gas & Electric is proposed to be moved into Suite 1.95 on a "strip center" type deal, with exterior access to the mall. Baltimore Gas has been closing its mall units in recent years for this type of store format in community centers. Baltimore Gas has not agreed to this deal as of this writing, however, and we have not included this part of the deal. This transaction would improve this portion of the mall, however, leasing a suite which has never been permanently occupied since the mall's opening. Finally, there are also several stores which will be closing at the subject in 1997. These stores include Maurice's, Taco Bell, and the stores associated with the Transworld Music deal. Recent Leasing by Size To further develop our market rent assumptions in the mall, we have arrayed the subject's most recent leases by size on the Facing Page chart. These leases include new deals and tenant renewals within the mall. Since the bulk of recent leasing has been by smaller to mid-sized tenants, we have broadened the scope to include several larger lease transactions which are now two to three years old. We have looked at the most recent leasing in the mall, analyzing the beginning rent, ending rent and lease term. As can be seen, 27 transactions have been included, totaling 80,970 square feet of space. These deals represent both new tenants and relocation tenants to the mall. The average rent achieved is equal to $15.50 per square foot. To better understand leasing activity at the subject, this type of analysis becomes more meaningful when broken down by size category. Our experience has generally shown that there is typically an inverse relationship between size and rent. That is to say that the larger suites will typically command a lower rent per square foot. Category No. 1 (less than 800 SF) shows an average of $37.26 per square foot, while Category 7 (over 10,000 SF) shows an average rent of $11.56 per square foot. The lease terms average approximately 8.4 years. Over the lease term, the average rent is shown to increase by 8.2 percent. Market Comparisons - Occupancy Cost Ratios In further support of developing a forecast for market rent levels, we have undertaken a comparison of minimum rent to projected sales and total occupancy costs to sales ratios. Generally, our research and experience with other regional malls shows that the ratio of minimum rent to sales falls within the 7.0 to 10.0 percent range in the initial year of the lease with 7.5 percent to 8.5 percent being most typical. By adding additional costs to the tenant, such as real estate tax and common area maintenance recoveries, a total occupancy cost may be derived. Expense recoveries and other tenant charges can add up to 100 percent of minimum rent and comprise the balance of total tenant costs. The typical range for total occupancy cost-to-sales ratios falls between 11.0 and 15.0 percent. As a general rule, where sales exceed $250 to $275 per square foot, 14.0 to 15.0 percent would be a reasonable cost of occupancy. Experience and research show that most tenants will resist total occupancy costs that exceed 15.0 to 18.0 percent of sales. However, ratios of upwards to 20.0 percent are not uncommon. Obviously, this comparison will vary from tenant to tenant and property to property. In higher end markets where tenants are able to generate sales above industry averages, tenants can generally pay rents which fall toward the upper end of the ratio range. Moreover, if tenants perceive that their sales will be increasing at real rates that are in excess of inflation, they will typically be more inclined to pay higher initial base rents. Obviously, the opposite would be true for poorer performing centers in that tenants would be squeezed by the thin margins related to below average sales. With fixed expenses accounting for a significant portion of the tenants contractual obligation, there would be little room left for base rent. In this context, we have provided an occupancy cost analysis for several regional malls with which we have had direct insight over the past year. This information is provided on the Following Page. On average, these ratio comparisons provide a realistic check against projected market rental rate assumptions. Occupancy Cost Analysis/Comparison Chart (NOT INCLUDED) From this analysis we see that the ratio of base rent to sales ranges from 7.1 to 10.6 percent, while the total occupancy cost ratios vary from 9.6 to 17.3 percent when all recoverable expenses are included. The surveyed mean for the malls and industry standards analyzed is 8.3 percent and 13.4 percent, respectively. Some of the higher ratios are found in older malls situated in urban areas that have higher operating structures due to less efficient layout and designs, older physical plants, and higher security costs, which in some malls can add upwards of $2.00 per square foot to common area maintenance. These relative measures can be compared with two well known publications, The Score (1995) by the International Council of Shopping Centers and Dollars & Cents of Shopping Centers (1995) by the Urban Land Institute. The most recent publications indicate base rent to sales ratios of approximately 7.0 to 8.0 percent and total occupancy cost ratios of 10.1 to 12.3 percent, respectively. In general, while the rental ranges and ratio of base rent to sales vary substantially from mall to mall and tenant to tenant, they do provide general support for the rental ranges and ratio which is projected for the subject property. Conclusion - Market Rent Estimate for In-Line Shops Previously, in the Retail Market Analysis section of the appraisal, we discussed the subject's sales potential. Comparable mall sales in calendar year 1996 are reported to be approximately $234 per square foot. In light of the mall's performance, we are forecasting sales to grow by 2.0 percent in 1997 to approximately $238 per square foot. After considering all of the above, we have developed a weighted average rental rate of approximately $16.20 per square foot based upon a relative weighting of a tenant space by size. We have tested this average rent against total occupancy cost. Since total occupancy costs are projected to be at the high end for a mall of the subject's calibre, we feel that base rent should not exceed an 7.0 percent ratio (to sales) on average as shown below. Base Rent to Sales Implied Rent at Ratio $238/SF 6.5% $15.47 7.0% $16.66 7.5% $17.85 The average rent is a weighted average rent for all in- line mall tenants only. This average market rent has been allocated to space as shown on the Facing Page. Occupancy Cost - Test of Reasonableness Our weighted average rent of approximately $16.20 can next be tested against total occupancy costs in the mall based upon the standard recoveries for new mall tenants. Our total occupancy cost analyses can be found on the following chart. Cranberry Mall Total Occupancy Cost Analysis - 1997 Tenant Cost Estimated Expenses/SF Economic Base Rent $ 16.20 (Weighted Average) Occupancy Costs (A) Common Area Maintenance (1) $ 8.73 Real Estate Taxes (2) $ 3.44 Other Expenses (3) $ 2.50 Total Tenant Costs $ 30.87 Projected Average Sales (1995) $ 238.00 Rent to Sales Ratio 6.81% Cost of Occupancy Ratio 12.97% (A) Costs that are occupancy sensitive will decrease for new tenants on a unit rate basis as lease-up occurs and the property stabilizes. Average occupied area for mall tenant reimbursement varies relative to each major recovery type. (1) CAM expense is based on average annual occupied area. Generally, the standard lease clause provides for a 15 percent administrative factor less certain exclusions including anchor and major tenant contributions. The standard denominator is based on occupied (leased) versus leasable area. A complete discussion of the standard recovery formula is presented later in this report. (2) Tax estimate is based upon an average annual occupied area which is the recovery basis for taxes. It is exclusive of majors contributions (department stores and tenants greater than 10,000 square feet). (3) Other expenses include tenant contributions for mall and premises HVAC and other miscellaneous items. Total costs, on average, are shown to be 13.0 percent of projected average 1997 retail sales which we feel is high but moderately manageable. This is due primarily to the fact that fixed expenses at the subject are projected to be nearly $14.00 per square foot. However, since these costs are occupancy sensitive to the extent their recovery is tied to the average occupied area of the mall, they will moderate as the mall leases up. Furthermore, for tenants who use GLA as the basis for their denominator recovery, will have a much lower expense obligation. Food Court The 10,838 square foot food court provides for a total of eleven suites which is slightly large for a food court. Currently, there are two vacancies (1.13 and 2.57) although some of the existing tenants are having trouble and will likely not renew or may leave if they don't obtain rent relief. The most recent lease was signed with Great Cookie who replaced Cinnabon took 1,012 square feet in February 1996 for ten years at an initial rent of $21,000 ($20.75 per square foot) which steps to $26.68. Other existing rents range from a low of $17.68 per square foot (Taco Bell) to a high of $44.44 per square foot (Hot Sam). The more productive stores in terms of unit sales volume include Pretzels Plus ($465 per square foot), Subway ($432 per square foot) and Taco Bell ($274 per square foot). After giving consideration to the above, we have ascribed a market rent of $30.00 per square foot to all food court suites less than 1,100 square feet. For those suites which are larger, we have used a rate of $22.50 per square foot. Kiosks There are six permanent kiosks provided for at Cranberry Mall. Three are leased according to the following terms: Tenant Size (SF) Annual Unit Rent Rent Sunglass Hut 150 $17,000 * $113.33 Piercing Pagoda 120 $20,000 ** $166.67 Things Remembered 160 $18,000 $112.50 * Steps to $19,000 ** Steps to $22,000 We have leased the remaining three kiosks at $20,000 per annum, assuming five year terms and flat leases with no rental increases. Permanent kiosks also pay mall charges. Concessions Free rent is an inducement offered by developers to entice a tenant to locate in their project over a competitor's. This marketing tool has become popular in the leasing of office space, particularly in view of the over-building which has occurred in many markets. As a rule, most major retail developers have been successful in negotiating leases without including free rent. Our experience with regional malls shows that free rent is generally limited to new projects in marginal locations without strong anchor tenants that are having trouble leasing, as well as older centers that are losing tenants to new malls in their trade area. Management reports that free rent has been a relative non- issue with new retail tenants. A review of the most recent leasing confirms this observation. It has generally been limited to one or two months to prepare a suite for occupancy when it has been given. Accordingly, we do not believe that it will be necessary to offer free rent to retail tenants at the subject. It is noted that while we have not ascribed any free rent to the retail tenants, we have, however, made rather liberal allowances for tenant workletters which acts as a form of inducement to convince a tenant to locate at the subject. These allowances are liberal to the extent that ownership has been relatively successful in leasing space "as is" to tenants. As will be explained in a subsequent section of this appraisal, we have made allowances of $10.00 per square foot to new (currently vacant) and for future turnover space. We have also ascribed a rate of $3.00 per square foot to rollover space. Raw space is given a $25.00 per square foot allowance. This assumption offers further support for the attainment of the rent levels previously cited. Absorption Finally, our analysis concludes that the current vacant retail space will be absorbed over a two and one-half year period through October 1999. We have identified 35,953 square feet of vacant space, net of newly executed leases and pending deals which have good likelihood of coming to fruition. This is equivalent to 18.5 percent of mall GLA and 6.8 percent overall. It is noted that vacancy has decreased slightly over the past year. The chart on the Facing Page details our projected absorption schedule. The absorption of the in-line space over a two to three year period is equal to 3,268 square feet per quarter. We have assumed that the space will all lease at 1997 base date market rent estimates as previously referenced. Effectively, this assumes no rent inflation for absorption space. We have assumed an eight year average lease term with a 10.0 percent rent step at the start of year five. Based on this lease-up assumption, the following chart tracks occupancy through 1999. Annual Average Occupancy (Mall GLA) 1997 80.24% 1998 85.67% 1999 95.03% 2000 98.00% Cinema and Outparcels The cinema and outparcels contribute approximately $328,535 in base rent. The cinema currently pays $9.47 per square foot which steps up to $10.15 per square foot in September 1997. Long John Silver and Kentucky Fried Chicken are currently paying $34,000 and $46,290, respectively. Both leases have stipulated rent increases. Anchor Tenants The final category of minimum rent is related to the anchor tenants which pay rent at the subject property. Anchor tenant revenues are forecasted to amount to $1,340,169 in calendar year 1996. This amount is equal to $4.38 per square foot of anchor store GLA and represents 29.4 percent of total minimum rent. The following schedule summarizes anchor tenant rent obligations. Cranberry Mall Scheduled Anchor Tenant Revenues Tenant Demised Expiration With Annual Unit Area Options Rent Rate Caldor 81,224SF January 2028 $568,568 $7.00 Sears 70,060SF October 2012 $195,000 $2.78 Leggett 65,282SF March 2027 $228,487 $3.50 Montgomery 89,260SF October 2030 $348,114 $3.90 Ward Total 305,826SF - $1,340,169 $4.38 While anchor tenants contribute a relatively low amount of rent on a unit rate basis, it is important to recognize that their aggregate contribution is quite substantial. With nearly 30.0 percent of minimum base revenues in the initial year of investment, anchor tenant revenues provide stability to the cash flow by virtue of their creditworthiness. As noted, Leggett will be converted into a Belk store in March 1997. We view this as a positive move since Belk generally has better a marketing strategy and better shopper recognition. We would also note that Caldor remains in bankruptcy as of this writing. Although Caldor has told ownership that they intend to keep this store open, this tenant remains a risk to be factored into such an analysis. Rent Growth Rates Market rent will, over the life of a prescribed holding period, quite obviously follow an erratic pattern. The tenants' ability to pay rent is closely tied to its increases in sales. However, rent growth can be more impacted by competition and management's desire to attract and keep certain tenants that increase the mall's synergy and appeal. As such, we have been conservative in our rent growth forecast at a stabilized rate of 3.0 percent (below our forecasted expense growth). Market Rent Growth Rate Forecast Period Annual Growth Rate * 1997 Flat 1998 +2.0% Thereafter +3.0% * Indicated growth rate over the previous year's rent Releasing Assumption The typical lease term for new in-line retail leases in centers such as the subject generally ranges from five to twelve years. Market practice dictates that it is not uncommon to get rent bumps throughout the lease terms either in the form of fixed dollar amounts or a percentage increase based upon changes in some index, usually the Consumer Price Index (CPI). Often the CPI clause will carry a minimum annual increase and be capped at a higher maximum amount. For new leases in the regional malls, ten year terms are most typical. Essentially, the developer will deliver a "vanilla" suite with mechanical services roughed in and minimal interior finish. This allows the retailer to finish the suite in accordance with their individual specifications. Because of the up-front costs incurred by the tenants, they require a ten year lease term to adequately amortize these costs. In certain instances, the developer will offer some contribution to the cost of finishing out a space over and above a standard allowance. Upon lease expiration, it is our best estimate that there is a 60.0 percent probability that an existing tenant will renew their lease while the remaining 40.0 percent will vacate their space at this time. While the 40.0 percent may be slightly high by some historic measures, we think that it is a prudent assumption in light of what has happened over the past several months. Furthermore, the on-going targeted remerchandising will result in early terminations and relocations that will likely result in some expenditures by ownership. An exception to this assumption exists with respect to existing tenants who, at the expiration of their lease, have sales that are substantially below the mall average and have no chance to ever achieve percentage rent. In these instances, it is our assumption that there is a 100 percent probability that the tenant will vacate the property. This is consistent with ownership's philosophy of carefully and selectively weeding out under-performers. As stated above, it is not uncommon to get increases in base rent over the life of a lease. Our global market assumptions for non-anchor tenants may be summarized as shown on the following page. Cranberry Mall Renewal Assumptions Lease Free Tenant Lease Tenant Type Term Rent Steps Rent Alterations Commissions Mall Shops and 8 yrs. 10% in 5th year No Yes Yes Food Court Kiosks 5 yrs. Flat No No Yes Upon lease rollover/turnover, space is forecasted to be released at the higher of the last effective rent (defined as minimum rent plus overage rent if any) and the ascribed market rent as detailed previously increasing by our market rent growth rate assumption. Conclusion - Minimum Rent In the initial full year of the investment (CY 1997), it is projected that the subject property will produce approximately $4,503,768 in minimum rental income. Minimum rental income accounts for 58.6 percent of all potential gross revenues. Further analysis shows that over the holding period (CY 1997- 2006), minimum rent advances at an average compound annual rate of 2.6 percent. This increase is a synthesis of the mall's lease- up, fixed rental increases as well as market rents from rollover or turnover of space. On a more stabilized basis (1999- 2006), rent increases at an annual rate of only 1.7 percent per year. Overage Rent In addition to minimum base rent, many tenants at the subject property have contracted to pay a percentage of their gross annual sales over a pre-established base amount as overage rent. Many leases have a natural breakpoint although a number have stipulated breakpoints. The average overage percentage for small space retail tenants is in a range of 5.0 to 6.0 percent with food court and kiosk tenants generally at 7.0 to 10.0 percent. Anchor tenants typically have the lowest percentage clause with ranges of 1.5 to 3.0 percent most common. Traditionally, it takes a number of years for a retail center to mature and gain acceptance before generating any sizeable percentage income. As a center matures, the level of overage rents typically becomes a larger percentage of total revenue. It is a major ingredient protecting the equity investor against inflation. In the Retail Market Analysis section of this report, we discussed the historic and forecasted sales levels for the mall tenants. Because the mall has seen a substantial amount of tenant defections and charges, it is difficult to predict with accuracy what sales will be on an individual tenant level. As such, we have employed the following methodology: -For existing tenants who report sales, we have forecasted that sales will continue at our projected sales growth rate as discussed herein. -For tenants who do not report sales or who do not have percentage clauses, we have assumed that a non- reporting tenant will always occupy that particular space. -For new tenants, we have projected sales at the forecasted average for the center at the start of the lease. Thus, in the initial full year of the investment holding period, overage revenues are estimated to amount to $285,012 (net of any recaptures) equivalent to $0.54 per square foot of total GLA and 3.7 percent of potential gross revenues. On balance, our forecasts are deemed to be conservative. Generally, most percentage rent is projected to come from Sears and Wards with nearly 70.0 percent of the property's forecasted overage rent. Sales Growth Rates We have forecasted that sales for existing tenants will increase 2.0 percent in 1997, 2.5 percent in 1998, and 3.0 percent thereafter. Sales Growth Rate Forecast Period Annual Growth Rate 1997 + 2.0% 1998 + 2.5% Thereafter + 3.0% In all, we believe we have been conservative in our sales forecast for new and turnover tenants upon the expiration of an initial lease. At lease expiration, we have forecasted a 40.0 percent probability that a tenant will vacate. For new tenants, sales are established based upon the mall's average sales level. Generally, for existing tenants we have assumed that sales continue subsequent to lease expiration at their previous level unless they are under-performers that prompt a 100 percent turnover probability then sales are reset to the corresponding mall overage. Expense Reimbursement and Miscellaneous Income By lease agreement, tenants are required to reimburse the lessor for certain operating expenses. Included among these operating items are real estate taxes, insurance, common area maintenance (CAM) and certain miscellaneous charges including mall and premise HVAC. Miscellaneous income is essentially derived from specialty leasing for temporary tenants, Christmas kiosks and other charges including special pass-throughs. In the first full year of the investment, it is projected that the subject property will generate approximately $2.56 million in reimbursements for these operating expenses and $340,000 in other miscellaneous income. Common area maintenance and real estate tax recoveries are generally based upon the tenants pro-rata share of the expense item. Because it is an older center, there exists numerous variations to the calculation procedure of each. We have relied upon ownership's calculation for the various recovery formula's for taxes and CAM. At rollover, all of the tenants are assumed to be subject to the standard lease form described below. The standard lease provides for the recovery of CAM expenses plus a 15.0 percent administrative fee. Common Area Maintenance Under the standard lease, mall tenants pay their pro- rata share of the balance of the CAM expense after anchor contributions are deducted and an administrative charge of 15.0 percent is added. Provided below is a summary of the standard clause that exists for a new tenant at the mall. Common Area Maintenance Recovery Calculation -------------------------------------------------- CAM Actual hard cost for year exclusive Expense of interest and depreciation Add 15% Administration fee Add Interest and depreciation inclusive of allocated portion of renovation expense if applicable Less Contributions from department stores and mall tenants over 10,000(m/l) square feet Equals: Net pro-ratable CAM billable to mall tenants on the basis of gross leasable occupied area (GLOA). All department stores pay nominal amounts for CAM. The 1997 budgeted CAM billings for the majors can be detailed as follows: Cranberry Mall Department Store Common Area Maintenance Obligations - 1997 Store Description Contribution Sears Yrs 1- 5 None $13,000 Yrs 6-10 @ $13,000/Yr. ($.185/SF) Yrs 11-15 @ $16,250/Yr. ($ .23/SF) Option @ $16,250/Yr. Leggett None $ 0 Caldor Average of first 60 $16,221 months CAM serves as base, Then pro-rata increases Montgomery Yrs 1 - 5 @ $44,630/Yr. $44,630 Ward ($.50/SF) + $.05/SF every five years thereafter Total $73,851 In addition, the standard lease provides for the exclusion of tenants in excess of 10,000 square feet from the calculation when computing a tenant's pro-rata share of CAM. This has the effect of excluding Fashion Bug, Lerner, and the Cinema. In 1997, their CAM contributions are budgeted at $66,216, $76,017 and $151,348, respectively. Real Estate Taxes Anchor tenants also make contribution to real estate taxes. In general, the mall standard is for the mall tenants to pay their pro-rata share based upon the average occupied area during the year. Sears will pay based on its pro-rata share over the fifth lease year. Both Caldor and Leggett pay based on their calculated share over a base amount. Wards now has a pro-rata assessment and they pay taxes based on this amount. Budgeted 1997 anchor tenant tax contributions are as follows: Major's Real Estate Tax Contributions - 1997 Caldor $ 49,882 Leggett $ 32,916 Montgomery Ward $ 62,584 Sears $ 15,584 Total $ 160,874 Finally, since the new mall standard contribution is based upon an exclusion of tenants in excess of 10,000 square feet, the Cinema, Lerner, and Fashion Bug budgeted contributions are excluded. The balance of the 1997 budgeted tax expense is passed through to the mall tenants. Other Recoveries Other recoveries consist of insurance common area or mall HVAC recovery and premise HVAC recovery. Insurance billings are essentially relegated to older leases within the mall. The newer lease structure covers the cost of any of these items within the tenants CAM charge. These latter two charges are assessed to tenants by lease agreement. In 1996, the unit market rate is estimated at $1.00 per square foot and $1.50 per square foot, respectively. We note that management has been successful in negotiating higher rates from new tenants. However, other tenants have negotiated rates below these figures. Therefore, we have selected these rates as they fall near the middle of the range for typical recoveries within the mall. Temporary Leasing and Miscellaneous Income Miscellaneous revenues are derived from a number of sources. One of the more important is specialty leasing. The specialty leasing is related to temporary tenants that occupy vacant in- line space. Shopco has been relatively successful with this procedure at many of their malls. Other sources of miscellaneous revenues included forfeited security deposits, temporary kiosk (Christmas) rentals, phone revenues, lottery commissions, interest income and income from the renting of strollers. We have forecasted miscellaneous income of $70,000 in 1997. In addition, management is projecting $274,000 from temporary tenants. We have used $270,000 in our first year forecast. On balance, we have forecasted these aggregate other revenues at $340,000 which we project will grow by 3.0 percent per annum. Our forecast for these additional revenues is net of provision for vacancy and credit loss. Allowance for Vacancy and Credit Loss The investor of an income producing property is primarily interested in the cash revenues that an income-producing property is likely to produce annually over a specified period of time rather than what it could produce if it were always 100 percent occupied with all tenants actually paying rent in full and on time. It is normally a prudent practice to expect some income loss, either in the form of actual vacancy or in the form of turnover, non-payment or slow payment by tenants. We have reflected an 8.0 percent stabilized contingency for both stabilized and unforeseen vacancy and credit loss. Please note that this vacancy and credit loss provision is applied to all mall tenants equally and is exclusive of all revenues generated by anchor stores. We have phased in the 8.0 percent factor as the mall leases up based upon the following schedule. 1997 3.0% 1998 4.0% 1999 6.0% Thereafter 8.0% In this analysis we have also forecasted that there is a 60 percent probability that an existing tenant will renew their lease. Upon turnover, we have forecasted that rent loss equivalent to six months would be incurred to account for the time and/or costs associated with bringing the space back on line. Thus, minimum rent as well as overage rent and certain other income has been reduced by this forecasted probability. We have calculated the effect of the total provision of vacancy and credit loss on the in-line shops. Through the 10 years of this cash flow analysis, the total allowance for vacancy and credit loss, including provisions for downtime, ranges from a low of 9.2 percent of total potential gross revenues to a high of 22.8 percent. On average, the total allowance for vacancy and credit loss over the 10 year projection period averages 12.8 percent of these revenues. Total Rent Loss Forecast * Year Credit Physical Total Loss Loss Vacancy Provision 1997 3.00% 19.76% 22.76% 1998 4.00% 14.33% 18.33% 1999 6.00% 4.97% 10.97% 2000 8.00% 2.00% 10.00% 2001 8.00% 1.15% 9.15% 2002 8.00% 3.63% 11.63% 2003 8.00% 2.38% 10.38% 2004 8.00% 1.90% 9.90% 2005 8.00% 3.26% 11.26% 2006 8.00% 5.82% 13.82% Avg. 6.90% 5.92% 12.82% * Includes phased global vacancy provision for unseen vacancy and credit loss as well as weighted downtime provision of lease turnover. As discussed, if an existing mall tenant is a consistent under-performer with sales substantially below the mall average, then the turnover probability applied is 100 percent. This assumption, while adding a degree of conservatism to our analysis, reflects the reality that management will continually strive to replace under performers. On balance, the aggregate deductions of all gross revenues reflected in this analysis are based upon overall long-term market occupancy levels and are considered what a prudent investor would conservatively allow for credit loss. The remaining sum is effective gross income which an informed investor may anticipate the subject property to produce. We believe this is reasonable in light of overall vacancy in this subject's market area as well as the current leasing structure at the subject. Effective Gross Income In the initial full year of the investment, CY 1997, effective gross revenues ("Total Income" line on cash flow) are forecasted to amount to approximately $7,522,055, equivalent to $14.31 per square foot of total owned GLA. Effective Gross Revenue Summary Initial Year of Investment - 1997 Aggregate Unit Income Sum Rate Ratio Potential Gross $7,689,776 $14.63 100.0% Income Less: Vacancy and $ (167,721) $ 0.32 2.2% Credit Loss Effective Gross $7,522,055 $14.31 97.8% Income Expenses Total expenses incurred in the production of income from the subject property are divided into two categories: reimbursable and non-reimbursable items. The major expenses which are reimbursable include real estate taxes and common area maintenance, utilities and insurance. The non-reimbursable expenses associated with the subject property include certain general and administrative expenses, ownership's contribution to the merchants association/marketing fund, management charges and miscellaneous expenses. Other expenses include a reserve for the replacement of short-lived capital components, alteration costs associated with bringing space up to occupancy standards, leasing commissions and a provision for capital expenditures. The various expenses incurred in the operation of the subject property have been estimated from information provided by a number of sources. We have reviewed the subject's component operating history for prior years as well as the 1997 Budget for these expense items. This information is provided in the Addenda. We have compared this information to published data which are available, as well as comparable expense information. Finally, this information has been tempered by our experience with other regional shopping centers. Expense Growth Rates Expense growth rates are generally forecasted to be more consistent with inflationary trends than necessarily with competitive market forces. Unless otherwise cited, expenses are forecasted to grow by 3.5 percent per annum over the holding period. Reimbursable Operating Expenses We have analyzed each item of expense individually and attempted to project what the typical investor in a property like the subject would consider reasonable, based upon informed opinion, judgment and experience. The following is a detailed summary and discussion of the reimbursable operating expenses incurred in the operation of the subject property during the initial year of the investment holding period. Common Area Maintenance - This expense category includes the annual cost of miscellaneous building maintenance contracts, recoverable labor and benefits, security, insurance, landscaping, snow removal, cleaning and janitorial, exterminating, supplies, trash removal, exterior lighting, common area energy, gas and fuel, equipment rental, interest and depreciation, and other miscellaneous charges. In addition, ownership can generally recoup the cost of certain extraordinary capital items from the tenants. Typically, this is limited to certain miscellaneous capital expenditures. In malls like the subject where the CAM budget is high, discretion must be exercised in not trying to pass along every charge as tenants will resist. As discussed, the standard lease agreement allows management to pass along the CAM expense to tenants on the basis of occupied gross leasable area. Furthermore, the interest and depreciation expense is a non-operating item that serves to increase the basis of reimbursement from mall tenants. Mall renovation costs may also be passed along. However, as discussed, we have not forecasted that any of these charges will be passed along to a mall tenant due to the high cost of occupancy. Most tenants are subject to a 15.0 percent administrative surcharge although some are assessed 25.0 percent. Historically, the annual CAM expense (before anchor contributions) can be summarized as follows: Historical CAM Expense _____________________________ Year Aggregate Amount 1993 $1,027,000 1994 $1,237,000 1995 $1,348,000 1996 Forecast $1,384,903 1997 Budget $1,305,060 The 1997 CAM budget is shown to be $1,305,000 before interest and depreciation charges. An allocation of this budget by line item provided in the Addenda. We have used $1,305,000 in our analysis, equal to $6.72 per square foot of mall shop GLA. Provided on the Facing Page is a survey of comparable CAM budgets of other regional malls which support this estimate. Real Estate Taxes - The projected taxes to be incurred in 1997 are equal to $726,000, up from $670,520 in 1996. As discussed, the standard recovery for this expense is charged on the basis of average occupied area of non- major mall tenant GLA. Taxes are charged to the mall tenants after first deducting department store and major tenant contributions. HVAC - This expense is essentially related to providing service for heating, ventilating and air conditioning. The tenants at Cranberry Mall reimburse for both mall HVAC (common area) and premise HVAC (individual usage). These recoveries have been detailed previously. The 1997 expense to ownership is budgeted at $405,478, up from $398,297 in 1996. Non-Reimbursable Expenses Total non-reimbursable expenses at the subject property are projected from accepted practices and industry standards. Again, we have analyzed each item of expenditure in an attempt to project what the typical investor in a property similar to the subject would consider reasonable, based upon actual operations, informed opinion, and experience. The following is a detailed summary and discussion of non-reimbursable expenses incurred in the operation of the subject property for the initial year. Unless otherwise stated, it is our assumption that these expenses will increase by 3.5 percent per annum thereafter. General and Administrative - Expenses related to the administrative aspects of the mall include costs particular to the operation of the mall, including salaries, travel and entertainment, and dues and subscriptions. A provision is also made for professional services including legal and accounting fees and other professional consulting services. In 1997, we reflect general and administrative expenses of $65,000. Merchant Association/Marketing - Merchants Association charges represent the landlord's contribution to the cost of the association for the property. Also included are expenses related to the temporary tenant program including payroll for the promotional and leasing staff. In the initial year, the cost is forecasted to amount to $130,000. Miscellaneous - This catch-all category is provided for various miscellaneous and sundry expenses that ownership will typically incur. Such items as unrecovered repair costs, preparation of suites for temporary tenants, certain non-recurring expenses, expenses associated with maintaining vacant space, and bad debts in excess of our credit loss provision would be included here. In the initial year, these miscellaneous items are forecasted to amount to approximately $70,000. Management - The annual cost of managing the subject property is projected to be 4.0 percent of minimum and percentage rent. In the initial year of our analysis, this amount is shown to be $191,551. Alternatively, this amount is equivalent to $0.99 per square foot of mall shop GLA, or approximately 2.6 percent of effective gross income. Our estimate is reflective of a typical management agreement with a firm in the business of providing professional management services. This amount is considered typical for a retail complex of this size. Our investigation into the market for this property type indicates an overall range of fees of 3 to 5 percent. Since we have reflected a structure where ownership separately charges leasing commissions, we have used the mid-point of the range as providing for compensation for these services. Alterations - The principal component of this expense is ownership's estimated cost to prepare a vacant suite for tenant use. At the expiration of a lease, we have made a provision for the likely expenditure of some monies on ownership's part for tenant improvement allowances. In this regard, we have forecasted a cost of $10.00 per square foot for turnover space (initial cost growing at expense growth rate) weighted by our turnover probability of 40.0 percent. We have forecasted a rate of $3.00 per square foot for renewal (rollover) tenants, based on a renewal probability of 60.0 percent. The blended rate based on our 60/40 turnover probability is therefore $5.80 per square foot. For "raw" space which has never been occupied, we have used a charge of $25.00 per square foot. It is also noted that ownership has been moderately successful in releasing space in its "as is" condition. The provisions made here for tenant work lends additional support for our absorption and market rent projections. These costs are forecasted to increase at our implied expense growth rate. Leasing Commissions - Ownership has recently been charging leasing commissions internally. A typical structure is $4.00 per square foot for new tenants and $2.00 per square foot for renewal tenants. These rates are increased by $0.50 and $0.25 per square foot, respectively every five years. This structure implies a payout up front at the start of a lease. We have elected to model this same formula as it is within the range of charges we have seen for these services. The cost is weighted by our 60/40 percent renewal/turnover probability. Thus, upon lease expiration, a leasing commission charge of $2.80 per square foot would be incurred. Capital Expenditures - Ownership has budgeted for certain capital expenditures which represent items outside of the normal repairs and maintenance budget. As of this writing, the capital expenditure budget has not been approved but we can make some provisions with reasonable certainty for certain repairs. It is our opinion that a prudent investor would make some provision for necessary repairs and upgrades. To this end, we have reflected expenditures of $80,000 in 1997 and $50,000 per annum thereafter as a contingency fund for these unforeseen expenses. Replacement Reserves - It is customary and prudent to set aside an amount annually for the replacement of short- lived capital items such as the roof, parking lot and certain mechanical items. The repairs and maintenance expense category has historically included some capital items which have been passed through to the tenants. This appears to be a fairly common practice among most malls. However, we feel that over a holding period some repairs or replacements will be needed that will not be passed on to the tenants. Due to the inclusion of many of the capital items in the maintenance expense category, the reserves for replacement classification need not be sizeable. This becomes a more focused issue when the CAM expense starts to get out of reach and tenants begin to complain. For purposes of this report, we have estimated an expense of $0.20 per square foot of owned GLA during the first year, thereafter increasing by our expense growth rate throughout our cash flow analysis. Net Operating Income/Net Cash Flow The total expenses of the subject property, including alterations, commissions, capital expenditures, and reserves are annually deducted from total income, thereby leaving a residual net operating income or net cash flow to the investors in each year of the holding period before debt service. In the initial year of investment, the net operating income is forecasted to be equal to approximately $4.5 million which is equivalent to 60.5 percent of effective gross income. Deducting other expenses including capital items results in a net cash flow before debt service of approximately $3.8 million. Cranberry Mall Operating Summary Initial Year of Investment - 1997 Aggregate Unit Rate* Operating Sum Ratio Effective Gross $7,522,055 $14.31 100.0% Income Operating $2,970,551 $ 5.65 39.5% Expenses Net Operating $4,551,504 $ 8.66 60.5% Income Other Expenses $ 692,128 $ 1.32 9.2% Cash Flow $3,859,376 $ 7.34 51.3% * Based on total owned GLA of 525,702 square feet. Our cash flow model has forecasted the following compound annual growth rates over the ten year holding period 1997-2006. 1997- 1999- 2006 2006 Net Operating 3.0% 2.0% Income Cash Flow: 3.1% 1.2% Growth rates are shown to be 3.0 and 3.1 percent, respectively. We note that this annual growth is a result of the atypcial income in the early years of the cash flow due to vacancy. On a stabilized basis (1999-2006), net income growth is shown to be only 1.9 percent which is a more reasonable forecast for a real estate investment of the subject's calibre. Investment Parameters After projecting the income and expense components of the subject property, investment parameters must be set in order to forecast property performance over the holding period. These parameters include the selection of capitalization rates (both initial and terminal) and application of an appropriate discount or yield rate, also referred to as the internal rate of return (IRR). Selection of Capitalization Rates Overall Capitalization Rate The overall capitalization rate bears a direct relationship between net operating income generated by the real estate in the initial year of investment (or initial stabilized year) and the value of the asset in the marketplace. Overall rates are affected by the existing leasing schedule of the property, the strength or weakness of the local rental market, the property's position relative to competing properties, and the risk/return characteristics associated with competitive investments. For retail properties, the trend has been for rising capitalization rates. We feel that much of this has to do with the quality of product that has been selling. Sellers of better performing dominant Class A malls have been unwilling to waver on their pricing. Many of the malls sold over the past 18-24 months are found in less desirable, second or third tier locations, or rep-resent turnaround situations with properties that are poised for expansion or remerchandising. With fewer buyers for the top performing assets, sales have been somewhat limited. Overall Capitalization Rates Regional Mall Sales Year Range Mean Point Change 1988 5.00% - 8.00% 6.19% - 1989 4.57% - 7.26% 6.22% + 3 1990 5.06% - 9.11% 6.29% + 7 1991 5.60% - 7.82% 6.44% +15 1992 6.00% - 7.97% 7.31% +87 1993 7.00% - 10.10% 7.92% +61 1994 6.98% - 10.28% 8.37% +45 1995 7.25% - 11.10% 9.13% +76 1996 7.00% - 12.00% 9.35% +22 Basis Point Change 1988-1996 316 Basis Points 1992-1996 204 Basis Points The data shows that the average capitalization rate has shown a rising trend each year. Between 1988 and 1996, the average capitalization rate has risen 316 basis points. Since 1992, the rise has been 204 basis points. This change is a reflection of both rising interest rates and increasing first year returns demanded by investors in light of several fundamental changes which have occurred in the retail sector. The 22 basis point change in the mean between 1995 and 1996 may be an indication that rates are approaching stabilization. As noted, much of the buying over the past 18 to 24 months has been opportunistic acquisitions involving properties selling near or below replacement cost. Many of these properties have languished due to lack of management focus or expertise, as well as a limited ability to make the necessary capital commitments for growth. As these opportunities become harder to find, we believe that investors will again begin to focus on the stable returns of the dominant Class A product. The Cushman & Wakefield's Autumn 1996 survey reveals that going-in cap rates for Class A regional shopping centers range between 7.00 and 9.50 percent, with a low average of 7.90 percent and high average of 8.20 percent, respectively; a spread of 30 basis points. Generally, the change in average capitalization rates over the Winter 1995 survey shows that the low average decreased by 50 basis points, while the upper average remained the same. Terminal, or going-out rates are now averaging 8.20 and 8.60 percent, indicating a spread between 30 to 40 basis points over the going-in rates. For Class B properties, the average low and high going-in rates are 9.30 and 9.60 percent, respectively, with terminal rates of 9.60 and 10.00 percent. Cushman & Wakefield Valuation Advisory Services National Investor Survey - Regional Malls (%) Investment Winter 1995 Spring 1996 Autumn 1996 ____________ __________ __________ _________ _________ _________ ________ Parameters Low High Low High Low High OAR/Going-In 7.0 - 8.0 7.5 - 9.0 7.5 - 9.0 7.5 - 9.5 7.0 - 9.0 7.5 - 9.5 7.47 8.25 8.0 8.2 7.9 8.2 OAR/Terminal 7.0 - 9.0 8.0 - 10.0 7.0 - 9.5 7.8 - 11.0 7.0 - 9.5 7.8 - 11.0 8.17 8.83 8.3 8.7 8.2 8.6 IRR 10.0-11.5 10.5-12.0 10.0-15.0 11.0-15.0 10.0-15.0 11.0-15.0 10.72 11.33 11.5 11.8 11.4 11.8 Cushman & Wakefield now surveys respondents on their criteria for both Class B and "Value Added" malls (see Addenda for complete survey results). As expected, going-in capitalization and yield rates range from 100 to 300 basis points above rates for Class A assets. Our current survey also shows that investors have become more cautious in their underwriting, positioning "retail" lower on their investment rating scales in terms of preferred investments. The Fourth Quarter 1996 Peter F. Korpacz survey concurs with these findings, citing that regional malls are near the bottom of investor preferences. As such, they foresee some opportunities for select investing. Pricing is lower then it has been in years. With expense growth surpassing sales increases in many markets, occupancy cost issues have also become of greater concern. Even in some malls where sales approach the lofty level of $350(m/l) per square foot, it is not uncommon for occupancy costs to limit the opportunity to grow rents. Thus, with limited upside growth in net income, cap rates are generally well above 8.0 percent. Even at this level, cap rates are lower than other property types. One attraction for malls is that pricing is based upon the expectation of lower rents while most other property types are analyzed with higher rents. NATIONAL REGIONAL MALL MARKET FOURTH QUARTER 1996 CURRENT LAST KEY INDICATORS QUARTER QUARTER YEAR AGO Free & Clear Equity IRR RANGE 10.00%-14.00% 10.00%-14.00% 10.00%-14.00% AVERAGE 11.69% 11.56% 11.55% CHANGE (Basis Points) - +13 +14 Free & Clear Going-In Cap Rate RANGE 6.25%-11.00% 6.25%-11.00% 6.25%-11.00% AVERAGE 8.57% 8.33% 7.86% CHANGE (Basis Points) - +24 +71 Residual Cap Rate RANGE 7.50%-11.00% 7.00%-11.00% 7.00%-11.00% AVERAGE 8.76% 8.71% 8.45% CHANGE (Basis Points) - +5 +31 Source: Peter Korpacz Associates,Inc. - Real Estate Investor Survey Fourth Quarter - 1996 As can be seen from the above, the average IRR has increased by 14 basis point to 11.69 percent from one year ago. It is noted that this measure has been relatively stable over the past 12 months. The quarter's average initial free and clear equity cap rate rose 71 basis points to 8.57 percent from a year earlier, while the residual cap rate increased 31 basis points to 8.76 percent. Most retail properties that are considered institutional grade are existing, seasoned centers with good inflation protection that offer stability in income and are strongly positioned to the extent that they are formidable barriers to new competition. Equally important are centers which offer good upside potential after face-lifting, renovations, or expansion. With new construction down substantially, owners have accelerated renovation and re-merchandising programs. Little competition from over-building is likely in most mature markets within which these centers are located. Environmental concerns and "no- growth" mentalities in communities are now serious impediments to new retail development. Finally, investors have recognized that the retail landscape has been fundamentally altered by consumer lifestyles changes, industry consolidations and bankruptcies. This trend was strongly in evidence as the economy enters 1997 in view of the wave of retail chains whose troublesome earnings are forcing major restructures or even liquidations. Trends toward more casual dress at work and consumers growing pre-occupation with their leisure and home lives have created the need for refocused leasing efforts to bring those tenants to the mall that help differentiate them from the competition. As such, entertainment, a loosely defined concept, is one of the most common directions malls have taken. A trend toward bringing in larger specialty and category tenants to the mall is also in evidence. The risk from an owners standpoint is finding that mix which works the best. Nonetheless, the cumulative effect of these changes has been a rise in rates as investors find it necessary to adjust their risk premiums in their underwriting. Based upon this discussion, we are inclined to group and characterize regional malls into the general categories following: Cap Rate Range Category 7.0% to 7.5% Top 15 to 20(m/l) malls in the country. Excellent demographics with high sales ($400(m/l) /SF) and good upside. 7.5% to 8.5% Dominant Class A investment grade property, high sales levels, relatively good health ratios, excellent demo graphics (top 50 markets), and considered to present a significant barrier to entry within its trade area. Sales tend to be in the $300 to $350 per square foot range. 8.5% to 11.0% Somewhat broad characterization of investment quality properties ranging from primary MSAs to second tier cities. Properties at the higher end of the scale are probably somewhat vulnerable to new competition in their market. 11.0% to 14.0% Remaining product which has limited appeal or significant risk which will attract only a smaller, select group of investors. Conclusion - Initial Capitalization Rate Cranberry Mall is a mall which has not yet realized its full potential. It is still, however, the dominant retail destination for the Westminster area of Carroll County. In addition to its four anchor stores, mall shops are reasonably well merchandised. The trade area is relatively affluent and growing, and the physical plant is in good condition. The potential for future mall competition is unlikely in this region but category killers and discounters pose a threat. We do note that occupancy costs are moderately high which has the effect of restricting market or base rent growth. We also note the necessary sizable lease-up of mall space in order to stabilize operations may be problematic in the short term. Caldor's parent company bankruptcy also remains an issue for the property. On balance, a property with the characteristics of the subject would potentially trade at an overall rate between 10.50 and 10.75 percent based on first year income operating on a stabilized operating income basis. It is difficult to be more optimistic with this type of analysis when the property requires a high level of absorption for lease-up. Terminal Capitalization Rate The residual cash flows generated annually by the subject property comprise only the first part of the return which an investor will receive. The second component of this investment return is the pre-tax cash proceeds from the resale of the property at the end of a projected investment holding period. Typically, investors will structure a provision in their analyses in the form of a rate differential over a going-in capitalization rate in projecting a future disposition price. The view is that the improvement is then older and the future is harder to visualize; hence a slightly higher rate is warranted for added risks in forecasting. On average, the Cushman & Wakefield survey shows a 30-40 basis point differential, while Korpacz reports 19 basis points. Therefore, to the range of stabilized overall capitalization rates, we have added 25 basis points to arrive at a projected terminal capitalization rate ranging from 10.75 to 11.00 percent. This provision is made for the risk of lease-up and maintaining a certain level of occupancy in the center, its level of revenue collection, the prospects of future competition, as well as the uncertainty of maintaining the forecasted growth rates over such a holding period. In our opinion, this range of terminal rates would be appropriate for the subject. Thus, this range of rates is applied to the following year's net operating income before reserves, capital expenditures, leasing commissions and alterations as it would be the first received by a new purchaser of the subject property. Applying a rate of say 10.75 percent for disposition, a current investor would dispose of the subject property at the end of the investment holding period for an amount of approximately $56.6 million based on 2007 net income of approximately $6.08 million. From the projected reversionary value to an investor in the subject property, we have made a deduction to account for the various transaction costs associated with the sale of an asset of this type. These costs consist of 2.0 percent of the total disposition price of the subject property as an allowance for transfer taxes, professional fees, and other miscellaneous expenses including an allowance for alteration costs that the seller pays at final closing. Deducting these transaction costs from the computed reversion renders pre-tax the net proceeds of sale to be received by an investor in the subject property at the end of the holding period. Net Proceeds at Reversion Less Costs of Sale Net Income Gross Sale and Net Proceeds 2007 Price Miscellaneous Expenses @ 2.0% $6,084,393 $56,599,005 $1,131,980 $55,467,025 Selection of Discount Rate The discounted cash flow analysis makes several assumptions which reflect typical investor requirements for yield on real property. These assumptions are difficult to directly extract from any given market sale or by comparison to other investment vehicles. Instead, investor surveys of major real estate investment funds and trends in bond yield rates are often cited to support such analysis. A yield or discount rate differs from an income rate, such as cash-on-cash (equity dividend rate), in that it takes into consideration all equity benefits, including the equity reversion at the time of resale and annual cash flow from the property. The internal rate of return is the single-yield rate that is used to discount all future equity benefits (cash flow and reversion) into the initial equity investment. Thus, a current estimate of the subject's present value may be derived by discounting the projected income stream and reversion year sale at the property's yield rate. Yield rates on long term real estate investments range widely between property types. As cited in Cushman & Wakefield's Autumn 1996 survey, investors in regional malls are currently looking at broad rates of return between 10.00 and 15.00 percent, down slightly from our last two surveys. The average low IRR for Class A malls is 11.40 percent, while the average high is 11.80 percent. The indicated low and high averages for Class B properties are 13.40 and 13.90 percent, respectively. Peter F. Korpacz reports an average internal rate of return of 11.69 percent for the Fourth Quarter 1996, up 14 basis points from the year-ago level. The yield rate on a long term real estate investment can also be compared with yield rates offered by alternative financial investments since real estate must compete in the open market for capital. In developing an appropriate risk rate for the subject, consideration has been given to a number of different investment opportunities. The following is a list of rates offered by other types of securities. Market Rates and Bond March 6, 1997 Yields (%) Reserve Bank Discount Rate 5.00% Prime Rate (Monthly Avg.) 8.25% 6-Month Treasury Bills 5.18% U.S. 10-Year Notes 6.56% U.S. 30-Year Bonds 6.82% Telephone Bonds 7.86% Municipal Bonds 5.79% Source: New York Times This compilation of yield rates from alternative investments reflects varying degrees of risk as perceived by the market. Therefore, a riskless level of investment might be seen in a six month treasury bill at 5.18 percent. A more risky investment, such as telephone bonds, would currently yield a much higher rate of 7.86 percent. The prime rate is currently 8.25 percent, while the discount rate is 5.00 percent. Ten year treasury notes are currently yielding around 6.56 percent, while 30-year bonds are at 6.82 percent. Real estate investment typically requires a higher rate of return (yield) and is much influenced by the relative health of financial markets. A retail center investment tends to incorporate a blend of risk and credit based on the tenant mix, the anchors that are included (or excluded) in the transaction, and the assumptions of growth incorporated within the cash flow analysis. An appropriate discount rate selected for a retail center thus attempts to consider the underlying credit and security of the income stream, and includes an appropriate premium for liquidity issues relating to the asset. There has historically been a consistent relationship between the spread in rates of return for real estate and the "safe" rate available through long-term treasuries or high-grade corporate bonds. A wider gap between return requirements for real estate and alternative investments has been created in recent years due to illiquidity issues, the absence of third party financing, and the decline in property values. Investors have suggested that the regional mall market has become increasingly "tiered" over the past two years. The country's premier malls are considered to have the strongest trade areas, excellent anchor alignments, and significant barriers of entry to future competitive supply. These and other "dominant" malls will have average mall shop sales above $350 per square foot and be attractive investment vehicles in the current market. It is our opinion that the subject would attract high interest from institutional investors if offered for sale in the current marketplace. There is not an abundance of regional mall assets of comparable quality currently available, and many regional malls have been included within REITs, rather than offered on an individual property basis. However, we must further temper our analysis due to the fact that there remains some risk that the inherent assumptions employed in our model come to full fruition. Finally, application of these rate parameters to the subject should entail some sensitivity to the rate at which leases will be expiring over the projection period. Provided below is a summary of the forecasted lease expiration schedule for the subject. A complete expiration report is included in the Addenda. Lease Expiration Schedule (Mall Shops) Fiscal GLA (SF) Cumulative Year % FY 2000 12,871 2.44% FY 2001 4,570 3.31% FY 2002 206,966 42.53% FY 2003 68,787 55.57% FY 2004 130,443 80.29% FY 2005 0 80.29% FY 2006 0 80.29% FY 2007 81,490 95.74% From the above, we see that a relatively moderate percentage (42.5 percent) of mall shop GLA will expire by 2002. Over the total projection period, the mall will turnover about 95.74 percent of mall shop space. Overall, consideration is given to this in our selection of an appropriate risk rate. We have briefly discussed the investment risks associated with the subject. On balance, it is our opinion that an investor in the subject property would require an internal rate of return between 12.50 and 13.00 percent. Present Value Analysis Analysis by the discounted cash flow method is examined over a holding period that allows the investment to mature, the investor to recognize a return commensurate with the risk taken, and a recapture of the original investment. Typical holding periods usually range from 10 to 20 years and are sufficient for the majority of institutional grade real estate such as the subject to meet the criteria noted above. In the instance of the subject, we have analyzed the cash flows anticipated over a ten year period commencing on January 1, 1997. A sale or reversion is deemed to occur at the end of the 10th year (December 31, 2006), based upon capitalization of the following year's net operating income. This is based upon the premise that a purchaser in the 10th year is buying the following year's net income. Therefore, our analysis reflects this situation by capitalizing the first year of the next holding period. The present value is formulated by discounting the property cash flows at various yield rates. The yield rate utilized to discount the projected cash flow and eventual property reversion has been based on an analysis of anticipated yield rates of investors dealing in similar investments. The rates reflect acceptable expectations of yield to be achieved by investors currently in the marketplace shown in their current investment criteria and as extracted from comparable property sales. Cash Flow Assumptions Our cash flows forecasted for the property have been presented. To reiterate, the formulation of these cash flows incorporate the following general assumptions in our computer model: SUMMARY OF CRITICAL ASSUMPTIONS FOR DISCOUNTED CASH FLOW SUBJECT PROPERTY CRANBERRY MALL SQUARE FOOTAGE RECONCILIATION TOTAL GROSS LEASABLE AREA 525,702 SF ANCHOR TENANT GLA 305,826 SF MAJOR TENANT GLA (CINEMA) 25,605 SF MALL SHOP GLA 194,271 SF MARKET RENT/SALES CONCLUSIONS MARKET RENT ESTIMATES (1997) AVERAGE MAJOR TENANT RENT N/A AVERAGE MALL SHOP RENT $16.20/SF AVERAGE FOOD COURT RENT $30.00/SF RENTAL BASIS NNN MARKET RENTAL GROWTH RATE 2.0%-1998; 3.0% THEREAFTER CREDIT RISK LOSS (NON-ANCHOR SPACE) 8.0% (STABILIZED) VACANCY & TYPICAL LEASE TERM AVERAGE LEASE TERM 8 YEARS RENEWAL PROBABILITY 60% WEIGHTED AVERAGE DOWNTIME 3 MONTHS STABILIZED OCCUPANCY 93.0% ABSORPTION PERIOD 36 MONTHS OPERATING EXPENSE DATA LEASING COMMISSIONS NEW TENANTS $4.00/SF RENEWAL TENANTS $2.00/SF TENANT IMPROVEMENT ALLOWANCE RAW SUITES $25.00/SF NEW TENANT $10.00/SF RENEWAL TENANT $3.00/SF EXPENSE GROWTH RATE 3.5%/YR TAX GROWTH RATE 3.5%/YR MANAGEMENT FEE (BASED ON MINIMUM AND 4.0% PERCENT RENT) CAPITAL RESERVES (PSF OF OWNED GLA) $0.20/SF RATES OF RETURN AS IS CASH FLOW START DATE 1/1/97 DISCOUNT RATE 12.50- 13.00% GOING-IN CAPITALIZATION RATE N/A TERMINAL CAPITALIZATION RATE 10.75- 11.00% REVERSIONARY SALES COSTS 2.00% HOLDING PERIOD 10 Years For a property such as the subject, it is our opinion that an investor would require an all cash discount rate in the range of 12.50 to 13.00 percent. Accordingly, we have discounted the projected future pre-tax cash flows to be received by an equity investor in the subject property to a present value so as to yield 12.50 to 13.00 percent at 25 basis point intervals on equity capital over the holding period. This range of rates reflects the risks associated with the investment. Discounting these cash flows over the range of yield and terminal rates now being required by participants in the market for this type of real estate places additional perspective upon our analysis. A valuation matrix for the subject appears on the Facing Page. Through such a sensitivity analysis, it can be seen that the present value of the subject property varies from approximately $41.7 to $43.8 million. Giving consideration to all of the characteristics of the subject previously discussed, we feel that a prudent investor would require a yield which falls near the middle of the range outlined above for this property. Accordingly, we believe that based upon all of the assumptions inherent in our cash flow analysis, an investor would look toward as IRR around 12.75 percent and a terminal rate around 10.75 percent as being most representative of the subject's value in the market. In view of the analysis presented here, it becomes our opinion that the discounted cash flow analysis indicates a market value of $42.7 million for the subject property as of January 1, 1997. The indices of investment generated through this indicated value conclusion are shown on the following page. We note that the computed equity yield is not necessarily the true rate of return on equity capital. This analysis has been performed on a pre-tax basis. The tax benefits created by real estate investment will serve to attract investors to a pre-tax yield which is not the full measure of the return on capital. DISCOUNTED CASH FLOW ANALYSIS Cranberry Mall (Westminster, Maryland) Cushman & Wakefield, Inc. Net Discount Present Value Composition Annual Cash Year Cash Flow Factor @ 12.75% of Cash Flows of Yield on Cash Return No. Yr. 1 1997 $3,859,376 x 0.8869180 = $3,422,950 8.01% 9.04% 2 1998 $4,189,858 x 0.7866235 = $3,295,841 7.71% 9.81% 3 1999 $4,677,489 x 0.6976705 = $3,263,346 7.64% 10.95% 4 2000 $4,950,602 x 0.6187765 = $3,063,316 7.17% 11.59% 5 2001 $5,070,022 x 0.5488040 = $2,782,448 6.51% 11.87% 6 2002 $5,025,388 x 0.4867441 = $2,446,078 5.72% 11.77% 7 2003 $5,275,416 x 0.4317021 = $2,277,408 5.33% 12.35% 8 2004 $5,448,562 x 0.3828843 = $2,086,169 4.88% 12.76% 9 2005 $5,487.163 x 0.3395870 = $1,863,369 4.36% 12.85% 10 2006 $5,073,398 x 0.3011858 = $1,528,035 3.58% 11.88% Total Present Value of Cash Flows $26,028,961 60.91% 11.49% Avg Reversion: NOI/Income Terminal OAR Reversion 11 2007 $6,084,393 / 10.75% = $56,599,005 Less: Cost of Sale 2.00% ($1,131,980) Less: Tls & Commissions $0 ------------------------- ------------- Net Reversion $55,467,025 x Discount Factor 0.3011858 Total Present Value of Reversion: $16,705,880 39.09% Total Present Value of Cash Flows $42,734,841 100.00% and Reversion ROUNDED VALUE via DISCOUNTED CASH FLOW: $42,700,000 Owned Net Rentable Area: 525,702 Value Per Square Foot (Owned GLA) $81.22 Year One NOI $4,432,922 Implicit Going-In Cap Rate 10.66% Compound Annual Growth Rate Concluded Value to Net Reversion Value 2.95% Compound Annual Growth Rate Net Cash Flow: 3.09% RECONCILIATION AND FINAL VALUE ESTIMATE Application of the Sales Comparison and Income Approach used in the valuation of the subject property has produced results which fall within a reasonably acceptable range. Restated, these are: Methodology Market Value Conclusion Sales Comparison Approach $40,000,000 - $42,000,000 Income Approach Discounted Cash Flow $42,700,000 This is considered a narrow range in possible value given the magnitude of the value estimates. Both approaches are well supported by data extracted from the market. There are, however, strengths and weaknesses in each of these two approaches which require reconciliation before a final conclusion of value can be rendered. Sales Comparison Approach The Sales Comparison Approach arrived at a value indicted for the property by analyzing historical arms-length transaction, reducing the gathered information to common units of comparison, adjusting the sale data for differences with the subject and interpreting the results to yield a meaningful value conclusion. The basis of these conclusions was the cash-on-cash return based on net income and the adjusted price per square foot of gross leasable area sold. An analysis of the subject on the basis of its implicit sales multiple was also utilized. The process of comparing historical sales data to assess what purchasers have been paying for similar type properties is weak in estimating future expectations. Although the unit sale price yields comparable conclusions, it is not the primary tool by which the investor market for a property like the subject operates. In addition, no two properties are alike with respect to quality of construction, location, market segmentation and income profile. As such, subjective judgment necessarily become a part of the comparative process. The usefulness of this approach is that it interprets specific investor parameters established in their analysis and ultimate purchase of a property. In light of the above, the writers are of the opinion that this methodology is best suited as support for the conclusions of the Income Approach. It does provide useful market extracted rates of return such as overall rates to simulate investor behavior in the Income Approach. Income Approach Discounted Cash Flow Analysis The subject property is highly suited to analysis by the discounted cash flow method as it will be bought and sold in investment circles. The focus on property value in relation to anticipated income is well founded since the basis for investment is profit in the form of return or yield on invested capital. The subject property, as an investment vehicle, is sensitive to all changes in the economic climate and the economic expectations of investors. The discounted cash flow analysis may easily reflect changes in the economic climate of investor expectations by adjusting the variables used to qualify the model. In the case of the subject property, the Income Approach can analyze existing leases, the probabilities of future rollovers and turnovers and reflect the expectations of overage rents. Essentially, the Income Approach can model many of the dynamics of a complex shopping center. The writers have considered the results of the discounted cash flow analysis because of the applicability of this method in accounting for the particular characteristics of the property, as well as being the tool used by many purchasers. Conclusions We have briefly discussed the applicability of each of the methods presented. Because of certain vulnerable characteristics in the Sales Comparison Approach, it has been used as supporting evidence and as a final check on the value conclusion indicated by the Income Approach methodology. The value exhibited by the Income Approach is consistent with the leasing profile of the mall. Overall, it indicates complimentary results with the Sales Comparison Approach, the conclusions being supportive of each method employed, and neither range being extremely high or low in terms of the other. As a result of our analysis, we have formed an opinion that the market value of the leased fee estate in the referenced property, subject to the assumptions, limiting conditions, certifications, and definitions, as of January 1, 1997, was: FORTY TWO MILLION SEVEN HUNDRED THOUSAND DOLLARS $42,700,000 ASSUMPTIONS AND LIMITING CONDITIONS "Appraisal" means the appraisal report and opinion of value stated therein; or the letter opinion of value, to which these Assumptions and Limiting Conditions are annexed. "Property" means the subject of the Appraisal. "C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the Appraisal. "Appraiser(s)" means the employee(s) of C&W who prepared and signed the Appraisal. This appraisal is made subject to the following assumptions and limiting conditions: 1. This is a Summary Appraisal Report which is intended to comply with the reporting requirements set forth under Standards Rule 2-2)b) of the Uniform Standards of Professional Appraisal Practice for a Summary Appraisal Report. As such, it presents only summary discussions of the data, reasoning, and analyses that were used in the appraisal process to develop the appraiser's opinion of value. Supporting documentation concerning the data, reasoning, and analyses is retained in the appraiser's file. The depth of discussion contained in this report is specific to the needs of the client and for the intended use stated below. The appraiser is not responsible for unauthorized use of this report. We are providing this report as an update to our last analysis which was prepared as of January 1, 1995. As such, we have primarily reported only changes to the property and its environs over the past year. 2. No opinion is intended to be expressed and no responsibility is assumed for the legal description or for any matters which are legal in nature or require legal expertise or specialized knowledge beyond that of a real estate appraiser. Title to the Property is assumed to be good and marketable and the Property is assumed to be free and clear of all liens unless otherwise stated. No survey of the Property was undertaken. 3. The information contained in the Appraisal or upon which the Appraisal is based has been gathered from sources the Appraiser assumes to be reliable and accurate. Some of such information may have been provided by the owner of the Property. Neither the Appraiser nor C&W shall be responsible for the accuracy or completeness of such information, including the correctness of estimates, opinions, dimensions, sketches, exhibits and factual matters. 4. The opinion of value is only as of the date stated in the Appraisal. Changes since that date in external and market factors or in the Property itself can significantly affect property value. 5. The Appraisal is to be used in whole and not in part. No part of the Appraisal shall be used in conjunction with any other appraisal. Publication of the Appraisal or any portion thereof without the prior written consent of C&W is prohibited. Except as may be otherwise stated in the letter of engagement, the Appraisal may not be used by any person other than the party to whom it is addressed or for purposes other than that for which it was prepared. No part of the Appraisal shall be conveyed to the public through advertising, or used in any sales or promotional material without C&W's prior written consent. Reference to the Appraisal Institute or to the MAI designation is prohibited. 6. Except as may be otherwise stated in the letter of engagement, the Appraiser shall not be required to give testimony in any court or administrative proceeding relating to the Property or the Appraisal. 7. The Appraisal assumes (a) responsible ownership and competent management of the Property; (b) there are no hidden or unapparent conditions of the Property, subsoil or structures that render the Property more or less valuable (no responsibility is assumed for such conditions or for arranging for engineering studies that may be required to discover them); (c) full compliance with all applicable federal, state and local zoning and environmental regulations and laws, unless noncompliance is stated, defined and considered in the Appraisal; and (d) all required licenses, certificates of occupancy and other governmental consents have been or can be obtained and renewed for any use on which the value estimate contained in the Appraisal is based. 8. The forecasted potential gross income referred to in the Appraisal may be based on lease summaries provided by the owner or third parties. The Appraiser assumes no responsibility for the authenticity or completeness of lease information provided by others. C&W recommends that legal advice be obtained regarding the interpretation of lease provisions and the contractual rights of parties. 9. The forecasts of income and expenses are not predictions of the future. Rather, they are the Appraiser's best estimates of current market thinking on future income and expenses. The Appraiser and C&W make no warranty or representation that these forecasts will materialize. The real estate market is constantly fluctuating and changing. It is not the Appraiser's task to predict or in any way warrant the conditions of a future real estate market; the Appraiser can only reflect what the investment community, as of the date of the Appraisal, envisages for the future in terms of rental rates, expenses, supply and demand. 10. Unless otherwise stated in the Appraisal, the existence of potentially hazardous or toxic materials which may have been used in the construction or maintenance of the improvements or may be located at or about the Property was not considered in arriving at the opinion of value. These materials (such as formaldehyde foam insulation, asbestos insulation and other potentially hazardous materials) may adversely affect the value of the Property. The Appraisers are not qualified to detect such substances. C&W recommends that an environmental expert be employed to determine the impact of these matters on the opinion of value. 11. Unless otherwise stated in the Appraisal, compliance with the requirements of the Americans With Disabilities Act of 1990 (ADA) has not been considered in arriving at the opinion of value. Failure to comply with the requirements of the ADA may adversely affect the value of the property. C&W recommends that an expert in this field be employed. CERTIFICATION OF APPRAISAL We certify that, to the best of our knowledge and belief: 1. Richard W. Latella, MAI and Jay F. Booth inspected the property. 2. The statements of fact contained in this report are true and correct. 3. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are our personal, unbiased professional analyses, opinions, and conclusions. 4. We have no present or prospective interest in the property that is the subject of this report, and we have no personal interest or bias with respect to the parties involved. 5. Our compensation is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value estimate, the attainment of a stipulated result, or the occurrence of a subsequent event. The appraisal assignment was not based on a requested minimum valuation, a specific valuation or the approval of a loan. 6. No one provided significant professional assistance to the persons signing this report. 7. Our analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation and the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute. 8. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. 9. As of the date of this report, Richard W. Latella has completed the requirements of the continuing education program of the Appraisal Institute. /s/Richard W. Latella /s/Jay F. Booth Richard W. Latella, MAI Jay F. Booth, MAI Senior Director Retail Valuation Group Retail Valuation Group Maryland Certified General Real Estate Appraiser License No. 10462 ADDENDA (listed not included except for Appraiser's Qualifications) NATIONAL RETAIL OVERVIEW OPERATING EXPENSE BUDGET (1997) TENANT SALES REPORT (1996) PRO-JECT LEASE ABSTRACT REPORT PRO-JECT PROLOGUE ASSUMPTIONS REPORT PRO-JECT TENANT REGISTER REPORT PRO-JECT LEASE EXPIRATION REPORT ENDS FULL DATA REPORT FOR PRIMARY AND TOTAL TRADE AREA CUSHMAN & WAKEFIELD INVESTOR SURVEY APPRAISER'S QUALIFICATIONS QUALIFICATIONS OF RICHARD W. LATELLA Professional Affiliations Member, American Institute of Real Estate Appraisers (MAI Designation #8346) New York State Certified General Real Estate Appraiser #46000003892 Pennsylvania State Certified General Real Estate Appraiser #GA- 001053-R State of Maryland Certified General Real Estate Appraiser #01462 Minnesota Certified General Real Estate Appraiser #20026517 Commonwealth of Virginia Certified General Real Estate Appraiser #4001-003348 State of Michigan Certified General Real Estate Appraiser #1201005216 New Jersey Real Estate Salesperson (License #NS-130101-A) Certified Tax Assessor - State of New Jersey Affiliate Member - International Council of Shopping Centers, ICSC Real Estate Experience Senior Director, Retail Valuation Group, Cushman & Wakefield Valuation Advisory Services. Cushman & Wakefield is a national full service real estate organization and a Rockefeller Group Company. While Mr. Latella's experience has been in appraising a full array of property types, his principal focus is in the appraisal and counseling for major retail properties and specialty centers on a national basis. As Senior Director of Cushman & Wakefield's Retail Group his responsibilities include the coordination of the firm's national group of appraisers who specialize in the appraisal of regional malls, department stores and other major retail property types. He has personally appraised and consulted on in excess of 200 regional malls and specialty retail properties across the country. Senior Appraiser, Valuation Counselors, Princeton, New Jersey, specializing in the appraisal of commercial and industrial real estate, condemnation analyses and feasibility studies for both corporate and institutional clients from July 1980 to April 1983. Supervisor, State of New Jersey, Division of Taxation, Local Property and Public Utility Branch in Trenton, New Jersey, assisting and advising local municipal and property tax assessors throughout the state from June 1977 to July 1980. Associate, Warren W. Orpen & Associates, Trenton, New Jersey, assisting in the preparation of appraisals of residential prop erty and condemnation analyses from July 1975 to April 1977. Formal Education Trenton State College, Trenton, New Jersey Bachelor of Science, Business Administration - 1977 As of the date of this report, Richard W. Latella, MAI, has completed the requirements under the continuing education program of the Appraisal Institute. QUALIFICATIONS OF JAY F. BOOTH General Experience Jay F. Booth joined Cushman & Wakefield Valuation Advisory Services in August 1993. As an associate appraiser, Mr. Booth is currently working with Cushman & Wakefield's Retail Valuation Group, specializing in regional shopping malls and all types of retail product. Cushman & Wakefield, Inc. is a national full service real estate organization. Mr. Booth previously worked at Appraisal Group, Inc. in Portland, Oregon where he was an associate appraiser. At AGI, he assisted in the valuation of numerous property types, including office buildings, apartments, industrials, retail centers, vacant land, and special purpose properties. Academic Education Master of Science in Real Estate (MSRE) -- New York University (1995) Major: Real Estate Valuation & Analysis New York, New York Bachelor of Science (BS) -- Willamette University (1991) Majors: Business-Economics, Art Salem, Oregon Study Overseas (Fall 1988) -- Xiamen University, Xiamen, China; Kookmin University, Seoul, South Korea; Tokyo International, Tokyo, Japan Appraisal Education As of the date of this report, Jay F. Booth has successfully completed all of the continuing education requirements of the Appraisal Institute. Professional Affiliation Certified General Appraiser, State of New York No. 46000026796 Candidate MAI, Appraisal Institute No. M930181 YAC, Young Advisory Council, Appraisal Institute PARTIAL CLIENT LIST ------------------- VALUATION ADVISORY SERVICES CUSHMAN & WAKEFIELD, INC. NEW YORK PROFESSIONALS ARE JUDGED BY THE CLIENTS THEY SERVE VALUATION ADVISORY SERVICES enjoys a long record of service in a confidential capacity to nationally prominent institutional and corporate clients, investors, government agencies and many of the nations largest law firms. Following is a partial list of clients served by members of VALUATION ADVISORY SERVICES - NEW YORK OFFICE. Aetna Air Products and Chemicals, Inc. Aldrich, Eastman & Waltch, Inc. Allegheny-Ludlam Industries AMB Institutional Realty Advisors America First Company American Bakeries Company American Brands, Inc. 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Hines Organization Gibson Dunn and Crutcher Gilman Paper Gladstone Equities Glimcher Company Glynwed, Ltd. Goldman, Sachs & Co. Greater New York Savings Bank Greycoat Real Estate Corp. Greyhound Lines Inc. Grid Properties GTE Realty Gulf Coast Restaurants Gulf Oil HDC HRO International Hammerson Properties Hanover Joint Ventures, Inc. Hartz Mountain Industries Hawaiian Trust Company, Ltd. Hertz Corporation Home Federal Home Savings of America HongKong & Shanghai Banking Corporation Horn & Hardart Huntington National Bank Hypo Bank IDC Corporation Ideal Corporation ING Corporation Integon Insurance International Business Machines Corporation International Business Machines Pension Fund International Telephone and Telegraph Corporation Investors Diversified Services, Inc. Iona College Irish Intercontinental Bank Irish Life Assurance Israel Taub Isetan of America, Inc. J & W Seligman & Company, Inc. JMB Realty J. B. Brown and Sons J. C. Penney Company, Inc. J. P. Morgan Jamaica Hospital James Wolfenson & Company Jerome Greene, Esq. Jewish Board of Family & Children's Services Jones Lang Wootton K-Mart Corporation Kelly, Drye and Warren, Esqs. Kennedy Associates Key Bank of New York Kerr-McGee Corporation Kidder Peabody Realty Corp. Kitano Arms Corporation Knickerbocker Realty Koeppel & Koeppel Kronish, Lieb, Weiner & Hellman Krupp Realty Kutak, Rock and Campbell, Esqs. Ladenburg, Thalman & Co. Lans, Feinberg and Cohen, Esqs. Lands Division, Department of Justice Lazard Freres LeBoeuf, Lamb, Greene & MacRae Lefrak Organization Lehman Brothers Lennar Partners Lepercq Capital Corporation Lexington Corporate Properties Lexington Hotel Corporation Lincoln Savings Bank Lion Advisors Lomas & Nettleton Investors London & Leeds Long Term Credit Bank of Japan, Ltd. Lutheran Church of America Lynton, PLC Macluan Capital Corporation Macy's MacAndrews and Forbes Mahony Troast Construction Company Manhattan Capital Partners Manhattan College Manhattan Life Insurance Manhattan Real Estate Company Manufacturers Hanover Trust Company Marine Midland Bank Mason Tenders Massachusetts Mutual Life Insurance Company May Centers, Inc. Mayer, Brown, Platt McDonald's Corporation McGinn, Smith and Company McGrath Services Corporation MCI Telecommunications Mellon Bank Memorial Sloan-Kettering Cancer Center Mendik Company Mercedes-Benz of North America Meridian Bank Meritor Savings Bank Merrill Lynch Hubbard Merchants Bank Metropolis Group Metropolitan Life Insurance Company Metropolitan Petroleum Corporation Meyers Brothers Parking System Inc. Michigan National Corp. Milbank, Tweed Millennium Partners Miller, Montgomery, Sogi and Brady, Esqs. Mitsui Fudosan - New York Inc. Mitsui Leasing, USA Mitsubishi Bank Mitsubishi Trust & Banking Corporation Mobil Oil Corporation Moody's Investors Service Moran Towing Corporation Morgan Guaranty Morgan Hotel Group Morse Shoe, Inc. Moses & Singer Mountain Manor Inn Mudge Rose Guthrie Alexander & Ferdon, Esqs. Mutual Benefit Life Mutual Insurance Company of New York National Audubon Society, Inc. National Bank of Kuwait National Can Company National CSS National Westminster Bank, Ltd. Nelson Freightways Nestle's Inc. New York Bus Company New York City Division of Real Property New York City Economic Development Corporation New York City Housing Development Authority New York City School Construction Authority New York Life Insurance Company New York State Common Fund New York State Employee Retirement System New York State Parks Department New York State Teachers New York State Urban Development Corporation New York Telephone Company New York Urban Servicing Company New York Waterfront Niagara Asset Corporation Nippon Credit Bank, Inc. Nomura Securities Norcross, Inc. North Carolina Department of Insurance NYNEX Properties Company Olympia and York, Inc. Orient Overseas Associates Orix USA Corporation Otis Elevator Company Owens-Illinois Corporation PaineWebber, Inc. Pan American World Airways, Inc. Paul, Weiss, Rifkind Park Tower Associates Parke-Davis and Company Paul Weiss Rifkind, Esqs. 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Rockefeller Center Properties Roman Catholic Diocese of Brooklyn Roosevelt Hospital Rosenman & Colin Royal Bank of Scotland RREEF Rudin Management Co., Inc. Saint Vincent's Medical Center of New York Saks Fifth Avenue Salomon Brothers Inc. Salvation Army Sanwa Bank SaraKreek USA Saxon Paper Corporation Schroder Real Estate Associates Schulman Realty Group Schulte, Roth & Zabel BDO Seidman Seaman Furniture Company, Inc. Security Pacific Bank Semperit of America Sentinel Realty Advisors Service America Corp. Shea & Gould, Esqs. Shearman and Sterling, Esqs. Shearson Lehman American Express Shidler Group Sidley & Austin Silver Screen Management, Inc. Silverstein Properties, Inc. Simpson, Thacher and Bartlett, Esqs. Skadden, Arps, Slate, Meagher & Flom Smith Barney Smith Corona Corporation Sol Goldman Solomon Equities Sonnenblick-Goldman Southtrust Bank of Alabama Spitzer & Feldman, PC Stahl Real Estate Standard & Poors State Teachers Retirement System of New York State Teachers Retirement System of Ohio Stauffer Chemical Corporation Stephens College Sterling Drug, Inc. Stroheim and Roman, Inc. Stroock and Stroock and Lavan, Esqs. Sullivan and Cromwell, Esqs. Sumitomo Life Realty Sumitomo Mutual Life Insurance Company Sumitomo Trust Bank Sun Oil Company Sutherland, Asbill & Brennan Swiss Bank Corporation Tenzer Greenblat, Esqs. Textron Financial Thatcher, Proffitt, Wood The Shopco Group Thomson Information/Publishing Thurcon Properties, Ltd. Tobishima Associates Tokyo Trust & Banking Corporation Transworld Equities Travelers Realty, Inc. Triangle Industries TriNet Corporation UBS Securities Inc. UMB Bank & Trust Company Unibank Union Bank of Switzerland Union Carbide Corporation Union Chelsea National Bank United Bank of Kuwait United Fire Fighters of New York United Parcel Service United Refrigerated United States District Court, Southern District of New York United States Life Insurance United States Postal Service United States Trust Company Upward Fund, Inc. US Cable Corp. Vanity Fair Corporation Verex Assurance, Inc. Victor Palmieri and Company, Inc. Village Bank Vornado Realty Trust W.P. Carey & Company, Inc. Wachtell, Lipton, Rosen & Katz, Esqs. Waterfront New York Realty Corporation Weil, Gotshal & Manges Weiss, Peck & Greer Wells Fargo & Co. Westpac Banking Corporation Western Electric Company Western Union International Westinghouse Electric Corporation White & Case Wilkie Farr and Gallagher, Esqs. William Kaufman Organization Windels, Marx, Davies & Ives Winthrop Financial Associates Winthrop Simston Putnam & Roberts Witco Corporation Wurlitzer Company Yarmouth Group

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
12/31/06
Corrected on:2/15/00
10/1/99
Filed on:3/31/9710-Q
3/11/97
3/6/97
1/26/97
1/25/97
1/1/97
For Period End:12/31/96
1/1/96
1/1/95
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