Fox River Plaza ™ 1120 Milwaukee Avenue, Burlington, Wi 53105 Offering Memorandum Ret Ail Advisors Confidentiality & Disclaimer Statement

FOX RIVER PLAZA ™ 1120 MILWAUKEE AVENUE, BURLINGTON, WI 53105 OFFERING MEMORANDUM RET AIL ADVISORS CONFIDENTIALITY & DISCLAIMER STATEMENT

This Offering Memorandum contains select information pertaining to the business and affairs of Fox River Plaza located at 1120 Milwaukee Avenue, Burlington, WI 53105 (“Property”). It has been prepared by Matthews Retail Advisors . This Offering Memorandum may not be all-inclusive or contain all of the information a prospective purchaser may desire. The information contained in this Offering Memorandum is confidential and furnished solely for the purpose of a review by a prospective purchaser of the Property. It is not to be used for any other purpose or made available to any other person without the written consent of Seller or Matthews Retail Advisors . The material is based in part upon information supplied by the Seller and in part upon financial information obtained from sources it deems reliable. Owner, nor their officers, employees, or agents makes any representation or warranty, express or implied, as to the accuracy or completeness of this Offering Memorandum or any of its contents and no legal liability is assumed or shall be implied with respect thereto. Prospective purchasers should make their own projections and form their own conclusions without reliance upon the material contained herein and conduct their own due diligence.

By acknowledging your receipt of this Offering Memorandum for the Property, you agree:

1. The Offering Memorandum and its contents are confidential;

2. You will hold it and treat it in the strictest of confidence; and

3. You will not, directly or indirectly, disclose or permit anyone else to disclose this Offering Memorandum or its contents in any fashion or manner detrimental to the interest of the Seller.

Owner and Matthews Retail Advisors expressly reserve the right, at their sole discretion, to reject any and all expressions of interest or offers to purchase the Property and to terminate discussions with any person or entity reviewing this Offering Memorandum or making an offer to purchase the Property unless and until a written agreement for the purchase and sale of the Property has been fully executed and delivered.

If you wish not to pursue negotiations leading to the acquisition of the Property or in the future you discontinue such negotiations, then you agree to purge all materials relating to this Property including this Offering Memorandum.

A prospective purchaser’s sole and exclusive rights with respect to this prospective transaction, the Property, or information provided herein or in connection with the sale of the Property shall be limited to those expressly provided in an executed Purchase Agreement and shall be subject to the terms thereof. In no event shall a prospective purchaser have any other claims against Seller or Matthews Retail Advisors or any of their affiliates or any of their respective officers, Directors, shareholders, owners, employees, or agents for any damages, liability, or causes of action relating to this solicitation process or the marketing or sale of the Property.

This Offering Memorandum shall not be deemed to represent the state of affairs of the Property or constitute an indication that there has been no change in the state of affairs of the Property since the date this Offering Memorandum.

Matthews Retail Advisors Table of Contents PRICING & FINANCIAL ANALYSIS Investment Highlights...... 2 Executive Summary ...... 3 Rent Roll...... 5 Tenant Overviews...... 6

PROPERTY DESCRIPTION Physical Description...... 13 Tenant Map...... 14 Regional Map...... 15 Site Plan...... 16 ™ Birds Eye...... 17

DEMOGRAPHICS Demographics Report...... 20 RET AIL ADVISORS Burlington, WI City Overview ...... 21 Milwaukee MSA Overview...... 22 Major Employers - Milwaukee MSA...... 23

EXCLUSIVELY LISTED BY: Kyle B. Matthews, CCIM Patrick Toomey Beau Beach Chairman & CEO Managing Partner Broker of Record DIRECT +1.310.919.5757 DIRECT +1.310.919.5765 License No. 55685-90 MOBILE +1.310.622.3161 MOBILE +1.310.403.4984 [email protected] [email protected] License No. 01469842 License No. 00881133 Matthews Retail Advisors Pricing & Financial Analysis

™ PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS

PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS

Investment Highlights

VALUE ADD OPPORTUNITY LOCATION

• The shops at Fox River Plaza are 88% leased, offered at a compelling 14.91% cap • Fox River Plaza is located on Milwaukee Avenue (SR 36/SR 83), the area’s rate main commercial thoroughfare and connection to the City of Milwaukee. • 83,552 SF dark Kmart box is being offered at only $6 PSF, significantly below • Average daily traffic count on Milwaukee Avenue is19,500 . replacement cost • Major retailers in the immediate vicinity include Walmart, Menards, Kohl’s • Fox River Plaza has a separately parceled outparcel site that can be ground and Pic ‘n Save. leased or developed to further enhance income and can be sold off to reduce investor’s basis. THE CITY OF BURLINGTON

TENANCY • Major employers in Burlington include Nestle and Echo Lake Foods. • Fox River Plaza is anchored by Dunham’s Sports, the Midwest’s largest sporting • Average household income within five miles is nearly$70,000 . goods retailer with over 200 locations. • Household growth within 5 miles between 2000-2010 was over 10%. • The center boasts other nationally recognized tenants such as Subway, and Pizza Hut

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Executive Summary

Fox River Plaza In Place NOI (Shops) 1120 Milwaukee Avenue Income In Place Burlington, WI 53105 Base Rent $409,980 Price Shops...... $2,000,000 Expense Reimbursements $11,934 Price Kmart Box ��$500,000 Gross Potential Income $421,914 TOTAL PRICE...... $2,500,000 Vacancy 0 Price PSF (Buildings) ��$14.72 Effective Gross Income $421,914 Price PSF (Land) �� $3.68 Real Estate Taxes $41,545 Shops GLA...... 86,331 SF Insurance $20,635 Kmart Box GLA ��83,552 SF Parking Lot & Maintenance $13,808 Total GLA...... 169,883 SF Parking Lights and Poles $1,700

Occupancy (Shops) ��88% Utilities $5,580 In Place NOI (Shops) ��$298,242 Sweeping & Cleaning $6,900 Cap Rate (Shops) ��14.91% Snow Removal $19,282 Fire Protection $3,121 GLA (Kmart Box) ��83,552 Other Expenses $2,718 Price PSF (Kmart Box) ��$6 Management Fee $6,433 Year Built �� 1987 Non-Recoverable $1,950 Lot Size ...... 15.61Acres (679,971 SF) Total Expenses $123,672 Net Operating Income $298,242

Carrying costs for vacant KMart box excluded. Taxes are approximately $40,000 per year. Buyer to estimate other costs associated with carrying this space.

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Rent Roll

Lease Lease Lease Annual Changes Suite Tenant GLA % of GLA Rent/SF Changes On Options Type Commencement Expiration Rent To SHOPS 100 Dunham's Sports 53,561 62.04% Gross 12/16/2011 1/31/2019 $300,000 $5.60 Option 1: 2/1/2019 $320,830 4 5-Year Option 2: 2/1/2024 $336,899 Option 3: 2/1/2029 $353,503 Option 4: 2/1/2034 $371,178 120 Total Pool Care 10,880 12.60% Gross 2/1/2012 8/31/2017 $13,200 $1.21 140 Vacant 5,000 5.79% 150 Vacant 1,800 2.08% 160 Vacant 1,200 1.39% 170 Beltone Hearing 1,200 1.39% NNN 8/25/2008 8/31/2017 $20,100 $16.75 180 Subway 1,200 1.39% NNN 5/20/1988 5/31/2019 $22,800 $19.00 190 Pizza Hut 2,400 2.78% NNN 8/13/2013 8/31/2018 $28,080 $3.54 Option 1: 9/1/2018 $32,160 1 5-Year 200 Simply Marvelous 5,090 5.90% Gross 6/1/2012 8/31/2017 $18,000 $3.54 220 Vacant 4,000 4.63% 300 KFC (CAM Only) - 0.00% CAM Only C/A Heavenly Cup - 0.00% Gross 9/8/2012 9/30/2017 $7,800 10/1/2015 $7,800 PAD Vacant Pad Site - 0.00% Occupied 76,131 88.19% $409,980 Vacant 10,200 11.81% Total 86,331 $409,980

KMART BOX 250 Dark Kmart Box 83,552

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Tenant Overview

Gross Leasable Area 53,561 Dunham’s Sports is a regional sporting goods superstore and the Parent Company Trade Name Dunham’s Athleisure Corporation largest in the Midwest. The chain started in 1937 as Dunham’s Bait & Ownership Private Tackle. They have since grown to over 200 stores in 17 states, from Revenue $149 Million Nebraska to Maryland. No. of Locations ±200 Dunham’s offer a full line of traditional sporting goods and athletic No. of Employees ±2,000 equipment, as well as a wide variety of active and casual sports Headquartered Waterford, MI apparel and footwear. Web Site www.dunhamssports.com Source: www.dunhamssports.com/about Year Founded 1937 (Dunham’s Bait & Tackle) 1985 (Dunham’s Athleisure Corp)

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Lease Abstract | Dunham’s Sports

Tenant: Dunham’s Athleisure Corporation Guarantor: None Premises: An approximately 53,561 SF store space located in Fox River Plaza located at 1120 Milwaukee Ave., Burlington, WI Date Of Lease: June 30, 2011 Commencement Date: December 16, 2011 Lease Expiration: January 31, 2019 Original Lease Term: Seven (7) years Renewal Options: Four (4) Five (5) year Rent: Years 1-7: $25,000 per month Option 1: $26,735.83 per month Option 2: $28,074.92 per month Option 3: $29,458.58 per month Option 4: $30,931.50 per month Percentage Rent: 5% over a natural breakpoint Real Estate Taxes: Included in Rent Common Area Expenses: None Insurance: Tenant to maintain at its sole cost and expense commercial general liability insurance, business interruption insurance, workers compensation insurance, and insurance covering the replacement value of the tenant’s improvements, with Landlord named as additional insured. Utilities: Tenant pays directly. Repairs and Maintenance: Tenant is to maintain the Premises in good condition and repair. Landlord is to maintain roof, structure and load bearing walls at its own expense. Recapture: LL may recapture the space within 60 days notice, if Tenant fails to remain open and operating for more than 90 consecutive days. Co-Tenancy: None Exclusive Use: Landlord shall not lease any space in the Shopping Center to a competing tenant whose primary use is the sale and/or rental of sporting goods and sporting apparel.

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Tenant Overview

Rentable Square Feet 1,200 Doctor’s Associates owns the Subway chain of sandwich shops, the Parent Company Trade Name Doctor’s Associates, Inc world’s largest quick-service restaurant chain by number of locations, Ownership Private having surpassed burger giant McDonald’s. Virtually all Subway No. of Locations 42,141 in 107 Countries restaurants are franchised and offer such fare as hot and cold sub No. of Employees 650 sandwiches, turkey wraps, and salads. The eateries are located in Headquartered Milford, CT (Doctor’s Associates, Inc) freestanding buildings, as well as in airports, convenience stores, Louisville, KY (Subway) sports facilities, and other locations. Web Site www.subway.com Year Founded 1982 Source: Hoovers

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Tenant Overview

Rentable Square Feet 2,400 YUM! Brands, Inc., together with its subsidiaries, operates quick Parent Company Trade Name YUM! Brands, Inc. service restaurants in the United States and internationally. It Credit Rating BBB operates in six segments: YUM Restaurants China, YUM Restaurants Rating Agency Standard & Poors International, Taco Bell U.S., KFC U.S., Pizza Hut U.S., and YUM Restaurants India. The company develops, operates, franchises, Ownership Public and licenses a system of restaurants, which prepare, package, and Revenue $13.084 Billion sell various food items, as well as operates casual dining concept Net Income $1.091 Million restaurants. It operates approximately 40,000 restaurants in 125 Stock Symbol YUM countries and territories primarily under the KFC, Pizza Hut, and Board NYSE Taco Bell brands, which specialize in chicken, pizza, and Mexican- No. of Locations ±40,000 in 125 countries style food categories. The company was formerly known as TRICON No. of Employees 75,460 Global Restaurants, Inc. and changed its name to YUM! Brands, Inc. Headquartered Lousiville, KY (YUM! Brands, Inc.) in May 2002. YUM! Brands, Inc. was founded in 1997 and is based in Plano, TX (Pizza Hut, Inc.) Louisville, Kentucky. Web Site www.yum.com Year Founded 1997 Source: Yahoo! Finance

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P. 10 Matthews Retail Advisors OFFERING MEMORANDUM | Fox River Plaza Property Description

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Physical Description

THE OFFERING Property Name...... Fox River Plaza Property Address...... 1120 Milwaukee Avenue Burlington, WI 53105 Assessor’s Parcel Number �� 206-031928021010, 206-031928021020, 206-031928021050 Zoning �� B-1 SITE DESCRIPTION Number of Stories ��One Year Built/Renovated ��1987 Gross Leasable Area (GLA) ��169,883 SF Lot Size...... 15.61 Acres (679,971 SF) Type of Ownership...... Fee Simple Parking...... ±569 Surface Spaces Parking Ratio...... 3.34: 1,000 SF Landscaping...... Professional Topography...... Generally Level CONSTRUCTION Foundation...... Concrete Slab Framing...... Wood Exterior...... Painted Stucco Parking Surface...... Asphalt Roof...... Flat Built-Up

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Tenant Map

Fox River Plaza

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Regional Map

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Site Plan Fox River Plaza 1120 Milwaukee Avenue, Burlington, WI - 53105-1362 (42.691927, -88.263838) GLA: 169,883 Major Tenants: Dunham's Sports, Leisure Pools and Spas

Unit Retailer Sq. Ft. 100 Dunham's Sports 53,561 120 Leisure Pools and Spas 10,880 140 Available 5,000 150 Advance America Cash Advance 1,800 Sui160te Available Tenant G1,200LA 170 Beltone Hearing 1,200 180 Subway 1,200 101900 PizzaDu Hutnham's Sports 52,4003,561 200 Simply Marvelous 5,090 220 Simply More 4,000 250 122500 AvailableTotal Pool Care 183,5520,880 CA Heavenly Cup 250 1N.A.P40 KFCVacant 5,000 120 200 220 150 Advance America 1,800

Total 150 160 170 180 190 100 140 Pool 160 Vacant 1,200 Care 170 Beltone Hearing 1,200 180 Subway 1,200 190 Pizza Hut 2,400 200 Simply Marvelous 5,090 220 Vacant 4,000 250 Vacant 83,552 300 KFC (CAM Only) -

NAP C/A Heavenly Cup - PAD Vacant - Future PAD Site NAP

C/A

Dana Meadowcroft (847) 562-4148 [email protected] Northbrook, IL Office (847) 272-9800 Brixmor.com Note: This site plan indicates the general layout of the shopping center and is not a warranty, representation or agreement on the part of the landlord that the shopping center will be exactly as depicted herein. 4174 - 05/08/2013

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Birds Eye

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P. 18 Matthews Retail Advisors OFFERING MEMORANDUM | Fox River Plaza Demographics

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Demographics Report

Population 1-Mile1-Mile 3-Mile 5-Mile 20192020 ProjectionProjection 2,7992,809 15,14015,297 22,01422,263 20142015 Estimate Estimate 2,8122,806 15,17215,233 21,95822,037 2010 Census Census 2,8332,823 15,25615,269 21,98421,929 2000 Census 2,7892,778 14,78614,796 20,76520,700 Growth 2015-20202013-2018 -0.45%0.09% -0.21%0.42% 0.26%1.02% Growth 2010-20152010-2013 -0.74%-0.61% -0.55%-0.23% -0.12%0.49% Growth 2000-2010 1.57%1.62% 3.17%3.19% 5.87%5.94%

Households 20192020 ProjectionProjection 1,1331,135 6,0816,156 8,6998,832 20152014 Estimate Estimate 1,1251,124 6,0486,086 8,6298,685 2010 Census Census 1,1191,115 6,0286,033 8,5808,555 2000 Census 1,0801,076 5,6295,633 7,7627,737 Growth 2015-20202013-2018 0.67%0.98% 0.54%1.15% 0.82%1.69% Growth 2010-20152010-2013 0.56%0.77% 0.34%0.88% 0.56%1.52% Riverside Park Growth 2000-2010 3.64%3.69% 7.08%7.11% 10.54%10.58% 20152013 Est. Est. Average Average Household Household SizeSize 2.441,124 6,0862.48 8,6852.52

Income $ 0 -- $14,999 12.71%11.39% 9.77%9.14% 8.63%8.35% $ 15,000 - -$24,999 $24,999 13.88%8.80% 10.43%13.49% 9.41%12.10% $ 25,000 -- $34,999$34,999 11.47%11.12% 11.44%10.12% 10.57%9.07% $ 35,000 - - $49,999$49,999 18.40%18.77% 16.48%18.88% 16.04%17.58% $ 50,000 - - $74,999$74,999 17.33%16.55% 19.89%18.04% 21.23%19.83% $ 75,000 - -$99,999 $99,999 13.78%14.06% 15.51%15.31% 16.32%16.37% $100,000 - -$124,999 $124,999 8.44%6.58% 8.35%7.49% 9.03%8.21% $125,000 - -$149,999 $149,999 3.20%3.38% 2.96%2.76% 3.37%3.19% $150,000 - -$199,999 $199,999 3.02%2.22% 2.86%2.79% 3.05%3.07% $200,000 -- $249,999$249,999 1.07%0.80% 0.89%0.79% 0.92%0.86% $250,000 -- $499,999$499,999 1.42%1.07% 1.17%1.02% 1.21%1.15% $500,000+ 0.44%0.09% 0.25%0.13% 0.24%0.21% Average Household IncomeIncome $65,062$58,892 $64,749$61,683 $67,456$65,429 Median Household Income $45,866 $48,701 $53,648 Median Household Income $48,898 $52,342 $56,303

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Burlington, WI City Overview

Burlington is a town situated at the confluence of the White and Fox Rivers in southeastern Wisconsin, where Honey Creek also joins the White River. Like many early settlements, the availability of water power to run saw and grist mills determined its location. In 1837 the settlement was called Foxville, and in 1839 it was changed to Burlington. Around that time, the first flour shipped from Wisconsin to New York, and a wooden bridge was constructed to span the Fox River, to enable grain and other products to be hauled to Southport (now Kenosha). The first German inhabitants arrived from New York in 1848, and by 1876 Burlington had nearly 2,000 residents. Incorporated as a village in 1886 and moving to city status in 1900, Burlington has continued to grow.

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The Milwaukee–Racine–Waukesha Combined Statistical Area is made up of the Milwaukee–Waukesha–West Allis Metropolitan Statistical Area (Milwaukee, Waukesha, Washington and Ozaukee counties), the Racine Metropolitan Statistical Area (Racine County), the Beaver Dam Micropolitan Statistica Area (Dodge County), the Watertown-Fort Atkinson Micropolitan Area (Jefferson County), and the Whitewater- Elkorn Micropolitan Area (Walworth County) according to the U.S. Census. Updated definitions released in February 2013 added Dodge, Jefferson and Walworth Counties to the Milwaukee CSA.

Metro Milwaukee draws commuters from outlying areas such as Madison, Chicago and the Fox Cities. It is part of the Great Lakes Megalopolis containing an estimated 54 million people.

The city of Milwaukee is the hub of the metropolitan area. Milwaukee is the largest city in the State of Wisconsin, the 31st most populous city in the United States, and 39th most populous region in the United States. It is the county seat of Milwaukee County and is located on the southwestern shore of Lake Michigan. The City of Milwaukee has a population of approximately 600,000. Milwaukee is the main cultural and economic center of the Milwaukee–Racine–Waukesha Metropolitan Area with a population of 2,040,498. This ranks the region as the 29th most populous Combined Statistical Area of the United States.

Milwaukee is the home to the international headquarters of 6 Fortune 500 companies: Johnson Controls, Northwestern Mutual, Manpower, Rockwell Automation, Harley-Davidson and Joy Global. Other companies based in Milwaukee include Briggs & Stratton, Marshall & Ilsley (acquired by BMO Harris Bank in 2010), Hal Leonard, Wisconsin Energy, the American Society for Quality, A. O. Smith, Master Lock, American Signal Corporation, GE Healthcare Diagnostic Imaging and Clinical Systems and MGIC Investments. The Milwaukee metropolitan

P. 22 Matthews Retail Advisors OFFERING MEMORANDUM | Fox River Plaza PRICING AND FINANCIAL ANALYSIS PROPERTY DESCRIPTION DEMOGRAPHICS area ranks fifth in the United States in terms of the number of Fortune 500 company headquarters as a share of the population. Milwaukee also has a large number of financial service firms, particularly those specializing in mutual funds and transaction processing systems, and a number of publishing and printing companies.

In 2009, five Milwaukee-area companies were selected as leaders in their industries as Fortune magazine recognized “The World’s Most- Admired Companies.” Two Milwaukee companies ranked second in their field: Manpower Inc. in the temporary help industry and Northwestern Mutual in life and health insurance. Johnson Controls Inc., Glendale, placed fourth among motor-vehicle parts firms. Ranked fifth were Fiserv Inc., Brookfield, in financial data services and Kohl’s Corp., Menomonee Falls, among general merchandisers. Major Employers - Milwaukee MSA

Population Employees Aurora Health Care 21,100 Wheaton Franciscan Healthcare 12,000 Kohl's Department Stores 7,700 Froedtert Health 6,100 GE Healthcare 6,000 Quad/Graphics 5,600 Columbia St. Mary's 5,400 Medical College of Wisconsin 5,200 Northwestern Mutual 5,000 ProHealth Care, Inc. 5,000 Rockwell Automation 5,000 Roundy's Supermarkets, Inc. 5,000 We Energies 4,700 BMO Harris 4,500 AT&T Wisconsin 3,700 Harley-Davidson Inc. 3,600 U.S. Bank 3,300 Potawatomi Bingo Casino 3,000 SC Johnson 2,600 Johnson Controls 2,500 Cooper Power Systems 2,200 Briggs & Stratton Corp. 2,000

Fox River Plaza | OFFERING MEMORANDUM Matthews Retail Advisors P. 23 FOX RIVER PLAZA 1120 Milwaukee Avenue Burlington, WI 53105 ™ OFFERING MEMORANDUM

Kyle B. Matthews, CCIM Patrick Toomey Beau Beach Chairman & CEO Managing Partner Broker of Record DIRECT +1.310.919.5757 DIRECT +1.310.919.5765 License No. 55685-90 MOBILE +1.310.622.3161 MOBILE +1.310.403.4984 [email protected] [email protected] License No. 01469842 License No. 00881133

Matthews Retail Advisors | 841 Apollo Street, Suite 150 | El Segundo, CA 90245 | www.Matthews.com