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EXP DALLAS 214.522.7200 JOE CAPUTO [email protected] BOB MOORHEAD [email protected] property. A brand-new, built to suit, Panera Bread Bakery-Cafe. Projected completion February 2013 lease structure. Brand new, 10-year, absolute NNN lease beginning February 2013 with a 10% increase every 5-years through the primary term and in each option period. Top franchisee operating 9-stores with strong sales and cash flow. location. Panera Bread is located along east-bound US 290 (91,670 Cars / Day) east of the intersection with Cypress- Rosehill Road (23,171 Cars / Day). The subject property is a freestanding outparcel to a Lowe’s Home Improvement store, across Cypress- Rosehill Road, to a CVS pharmacy, and adjacent to an Arby’s and a Firestone Complete Auto Care. Cypress is a strong regional retail trade area. Adjacent retailers include Walmart, Target, Home Depot, Bed Bath & Beyond, Kroger, Spec’s, Walgreens, Best Buy, JCPenny, and Hobby Lobby. Cypress is one of the most affluent areas of Houston, and ranked in the Top 50 most affluent areas in the US. 2011 3-mile demographic estimates show a population of 62,026 with an average household income of $103,607. The Cypress-Fairbanks Independent School District is the 3 rd largest, and one of the fastest growing, in Texas. EXCLUSIVE OFFERING | $2,585,000 / 6.50% CAP PANERA BREAD Cypress, Texas (Greater Houston) REPRESENTATIVE PHOTOGRAPH

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EXP DALLAS

214.522.7200

JOE CAPUTO

[email protected]

BOB MOORHEAD

[email protected]

property. A brand-new, built to suit, Panera Bread Bakery-Cafe. Projected completion February 2013

lease structure. Brand new, 10-year, absolute NNN lease beginning February 2013 with a 10% increase every 5-years through the primary term and in each

option period. Top franchisee operating 9-stores with strong sales and cash flow.

location. Panera Bread is located along east-bound US 290 (91,670 Cars / Day) east of the intersection with Cypress- Rosehill Road (23,171 Cars / Day). The

subject property is a freestanding outparcel to a Lowe’s Home Improvement store, across Cypress- Rosehill Road, to a CVS pharmacy, and adjacent to an Arby’s

and a Firestone Complete Auto Care. Cypress is a strong regional retail trade area. Adjacent retailers include Walmart, Target, Home Depot, Bed Bath & Beyond,

Kroger, Spec’s, Walgreens, Best Buy, JCPenny, and Hobby Lobby. Cypress is one of the most affluent areas of Houston, and ranked in the Top 50 most affluent

areas in the US. 2011 3-mile demographic estimates show a population of 62,026 with an average household income of $103,607. The Cypress-Fairbanks

Independent School District is the 3rd largest, and one of the fastest growing, in Texas.

EXCLUSIVE OFFERING | $2,585,000 / 6.50% CAP

PANERA BREAD

Cypress, Texas (Greater Houston)

REPRESENTATIVE PHOTOGRAPH

EXP Realty Advisors, Inc. (“Agent”) has been engaged as an agent for the sale of the

property located in the southeast corner of US 290 and Cypress- Rosehill Road in Cypress,

Texas by the owner of the Property (“Seller”). The Property is being offered for sale in an

“as-is, where-is” condition and Seller and Agent make no representations or warranties as

to the accuracy of the information contained in this Offering Memorandum. The enclosed

materials include highly confidential information and are being furnished solely for the

purpose of review by prospective purchasers of the interest described herein. The enclosed

materials are being provided solely to facilitate the prospective investor’s own due diligence

for which it shall be fully and solely responsible. The material contained herein is based on

information and sources deemed to be reliable, but no representation or warranty, express

or implied, is being made by Agent or Seller or any of their respective representatives,

affiliates, officers, employees, shareholders, partners and directors, as to the accuracy or

completeness of the information contained herein. Summaries contained herein of any

legal or other documents are not intended to be comprehensive statements of the terms of

such documents, but rather only outlines of some of the principal provisions contained

therein. Neither the Agent nor the Seller shall have any liability whatsoever for the accuracy

or completeness of the information contained herein or any other written or oral

communication or information transmitted or made available or any action taken or decision

made by the recipient with respect to the Property. Interested parties are to make their own

investigations, projections and conclusions without reliance upon the material contained

herein. Seller reserves the right, at its sole and absolute discretion, to withdraw the

Property from being marketed for sale at any time and for any reason. Seller and Agent

each expressly reserves the right, at their sole and absolute discretion, to reject any and all

expressions of interest or offers regarding the Property and/or to terminate discussions with

any entity at any time, with or without notice. This offering is made subject to omissions,

correction of errors, change of price or other terms, prior sale or withdrawal from the market

without notice. Agent is not authorized to make any representations or agreements on

behalf of Seller. Seller shall have no legal commitment or obligation to any interested party

reviewing the enclosed materials, performing additional investigation and/or making an offer

to purchase the Property unless and until a binding written agreement for the purchase of

the Property has been fully executed, delivered, and approved by Seller and any conditions

to Seller’s obligations hereunder have been satisfied or waived. By taking possession of

and reviewing the information contained herein, the recipient agrees that (a) the enclosed

materials and their contents are of a highly confidential nature and will be held and treated

in the strictest confidence and shall be returned to Agent or Seller promptly upon request;

and (b) the recipient shall not contact employees or tenants of the Property directly or

indirectly regarding any aspect of the enclosed materials or the Property without the prior

written approval of the Seller or Agent; and (c) no portion of the enclosed materials may be

copied or otherwise reproduced without the prior written authorization of Seller and Agent.

Disclaimer

PAGE 3: INVESTMENT OVERVIEW

PAGE 1: COVER

PAGE 2: TABLE OF CONTENTS | DISCLAIMER

PAGE 7-8: LOCATION MAPS

PAGE 9: DEMOGRAPHICS

Table of contents | Disclaimer Panera Bread

Cypress, Texas (Greater Houston)

PAGE 5: AERIAL PHOTO

PAGE 6: LOCATION OVERVIEW

PAGE 4: SITE PLAN

Panera Bread | NASDAQ: PNRA | www.panerabread.com

Au Bon Pain Co. purchased the St. Louis Bread Company in 1993. In 1999 the company changed its name and sold its other chains, including former namesake

company Au Bon Pain, in order to expand Panera Bread into a national company. Today, Panera Bread Company, together with its subsidiaries, owns, operates,

and franchises quick-casual retail bakery-cafes in the United States and Canada. Its bakery-cafes offer fresh baked goods, sandwiches, soups, salads, custom

roasted coffees, and other complementary products, as well as provide catering services under the Panera Catering name. The company also provides fresh

dough, produce, tuna, and cream cheese items, as well as sweet goods items through its company-owned and franchise-operated bakery-cafes. As of June 29,

2012, it operated approximately 1,600 bakery-cafes in 40 states under the Panera Bread, Saint Louis Bread Co., and Paradise Bakery & Cafe names as well as

20 facilities that deliver fresh dough to the bakery-cafes each day. The company was founded in 1981 and is based in Sunset Hills, Missouri, a suburb of St. Louis.

Panera Bread ranked 37th on BusinessWeek’s list of “Hot Growth Companies” in 2005, and in 2008 Health magazine judged the company as North America’s

healthiest fast casual restaurant. Panera Bread scored the highest level of customer loyalty among quick-casual restaurants, according to research conducted by

TNS Intersearch. It ranked #2 among Excellent Large Fast-Food Chains (500 or more units) in the Sandelman & Associates 2011 Quick-Track Study. Zagat

named it the “Top Rated Facility”, the “Best Salad”, and “Best Healthy Option” amongst chain restaurants with less than 5,000 outlets. Panera Bread was also

named to BusinessWeek’s 2010 list of top 25 “Customer Service Champs,” to FORTUNE magazine’s 2010 list of “100 Fastest-Growing Companies,” and has also

won awards and recognition in nearly every market in which it has locations. Recently, Panera Bread was named Casual Dining Brand of the Year in the 2012

Harris Poll EquiTrend.

Panera Bread Co.’s 2011 fiscal annual revenue was $1.8 billion with an annual profit of $136.0 million. The company’s cash flow from operating activities was

$237 million. Average annual appreciation is 32.8% since the company’s IPO in 1991. There is no debt on the Panera Bread Co. balance sheet. Panera Bread

Co.’s 52-week range trading high is 165.90. PNRA closed at 143.14 on 7/10/2012.

PRICE: $2,585,000

CAP RATE: 6.50%

NET OPERATING INCOME: $168,000

BUILDING AREA: 4,000+ Square Feet

LAND AREA: 0.61+ Acres

YEAR BUILT: 2013

OWNERSHIP: Fee Simple Interest

OCCUPANCY: 100%

Tenant overview

3

Investment overview Panera Bread

Cypress, Texas (Greater Houston)

Projected Lease Expiration: February 2023

Projected Rent Commencement: February 2013

Initial Lease Term: 10-year term with 3, 5-year options to extend

Rent Increases: 10% every 5-years through term and options

Year 1-5 Annual Rent (Current): $168,000

Lease Type: Absolute NNN

Year 5-10 Annual Rent: $184,800

Year 11-15 Annual Rent (Option 1): $203,280

Year 16-20 Annual Rent (Option 2): $223,608

Lease overview

Year 21-25 Annual Rent (Option 3): $245,969

4

Site plan Panera Bread

Cypress, Texas (Greater Houston)

5

Aerial photo Panera Bread

Cypress, Texas (Greater Houston)

Cypress Woods

High School

(3,158 Students)

Cyp

ress- Ro

sehill R

d (23,171 cars / d

ay)

Robison Elementary

School

(1,042 Students)

Spillane Middle

School

(1,704 Students)

Metro Park & Ride:

Cypress Village Station

IMMEDIATE TRADE AREA

Panera Bread is located along the east-bound side of US 290 (91,670 Cars / Day)

on the southeast corner of the intersection with Cypress- Rosehill Road (23,171

Cars / Day). US 290 is a major east-west highway located entirely within Texas.

Its current western terminus is Interstate 10 northwest of San Antonio, and its

eastern terminus is Interstate 610 on the northwest side of Houston. US 290 is the

primary route connecting Houston and Austin. Cypress- Rosehill Road is a divided

north-south surface street that connects residential areas and developments in the

Cypress area to the radial highways, such as US 290, around Houston, Texas.

The subject property is a freestanding outparcel to a Lowe’s Home Improvement

store on the southeast corner of the intersection. The bakery-café is across

Cypress- Rosehill Road, to a CVS pharmacy. The immediate area is a major retail

center for Cypress, Texas. Nearby retailers include Walmart, Target, Home Depot,

Bed Bath & Beyond, Kroger, Spec’s, Walgreens, Best Buy, JCPenny, and Hobby

Lobby. Five schools with a combined enrollment exceeding 12,000 students are

within a 5-mile radius of the site. The Sysco Business Services Call center is near

to the east of the site: adjacent to the Houston-Metro Transit Park and Ride.

CYPRESS / HARRIS COUNTY, TEXAS

The area was mostly rural until developers began construction of several master-

planned communities in the 1980s that transformed the area into one of Greater

Houston’s largest suburban communities. Today the Cypress-Fairbanks urban

cluster ranks 50th within the top 100 highest-income urban areas in the United

States.

Cypress is an unincorporated area of Harris County located along US Hwy 290

approximately 25 miles northwest and completely inside the extraterritorial

jurisdiction of the City of Houston. 2010 Census data has the population of Cypress

as being 122,803. The area is served by the Cypress- Fairbanks Independent

School District, the third largest and one of the fastest growing districts in Texas.

The district serves in excess of 107,000 students.

Harris County had a population of 4.1 million according to the 2010 census, which

makes the county the most populous in Texas and the 3rd most populous in the US.

This size of the labor force coupled with a business friendly local regulatory climate

have lured numerous businesses to operate in Harris County.

HOUSTON-SUGAR LAND-BAYTOWN METROPOLITAN AREA

The Houston-Sugar Land-Baytown Metropolitan Statistical Area (MSA), colloquially

known as Greater Houston, is the 6th largest in the United States with a population

of 5,946,800. From 2000 to 2030, the metropolitan area is projected by Woods &

Poole Economics to rank fifth in the nation in population growth—adding 2.66 million

people.

In 2006, Greater Houston ranked 1st in Texas and 3rd in the U.S. within the category

of "Best Places for Business and Careers" by Forbes. The Greater Houston Gross

Metropolitan Product (GMP) in 2005 was $308.7 billion, up 5.4 percent from 2004 in

constant dollars. By 2010, the GMP rose to $384 billion, 5th in the nation. Only 28

nations other than the United States have a GDP exceeding the Greater Houston

GMP. Mining, which in Houston is almost entirely oil and gas exploration and

production, accounts for 11 percent of Greater Houston's GMP.

Houston is second to New York City in Fortune 500 headquarters. Galveston Bay

and the Buffalo Bayou together form one of the most important shipping hubs in the

world, and the Port of Houston, the Port of Texas City, and the Port of Galveston

are all major seaports located in Greater Houston. The area is one of the leading

centers of the energy industry, particularly petroleum processing, and many

companies have large operations in this region. The MSA comprises the largest

petrochemical manufacturing area in the world, including for synthetic rubber,

insecticides, and fertilizers. Much of metro area's success as a petrochemical

complex is enabled by the Houston Ship Channel. The area is also the world's

leading center for building oilfield equipment, and is a major center of biomedical

research, aeronautics, and high-technology. Because of these economic trades,

many residents have moved to the Houston area from other U.S. states, as well as

hundreds of countries worldwide.

Houston is home to the Texas Medical Center—the largest medical center in the

world—several universities (including Rice University, Texas Southern University,

and The University of Houston), and two of the largest systems of higher learning in

the United States (The Houston and Lone Star Community College systems). The

University of Houston’s annual impact on the Houston-area's economy alone

equates to that of a major corporation: $1.1 billion in new funds attracted annually to

the Houston area, $3.13 billion in total economic benefit, and 24,000 local jobs

generated.

CNN/Money and Money Magazine have recognized 5 cities in the Greater Houston area the past 3-years as part of its 100 Best Places to Live in the United States.

6

Location overview Panera Bread

Cypress, Texas (Greater Houston)

7

Location map Panera Bread

Cypress, Texas (Greater Houston)

8

Location map Panera Bread

Cypress, Texas (Greater Houston)

DEMOGRAPHIC SNAPSHOT

Cypress Woods High School

9

Demographics Panera Bread

Cypress, Texas (Greater Houston)

Downtown Houston, Texas

Radius 1 Mile 3 Mile 5 Mile

Population:

2016 Projection 6,314 62,026 131,642

2011 Estimate 5,427 52,800 116,461

2010 Census 5,145 49,808 111,757

Growth 2011-2016 16.30% 17.50% 13.00%

Growth 2010-2011 5.50% 6.00% 4.20%

2011 Households:

2016 Projection 2,324 19,877 42,099

2011 Estimate 2,006 17,027 37,422

2010 Census 1,899 16,060 35,900

Growth 2011-2016 15.90% 16.70% 12.50%

Growth 2010-2011 5.60% 6.00% 4.20%

Owner Occupied 1,584 14,684 32,541

Renter Occupied 422 2,343 4,881

2011 Avg Household Income $85,935 $103,607 $108,037

2011 Med Household Income $78,231 $90,251 $95,270

2011 Per Capita Income $28,072 $33,139 $34,821

2011 Households by Household Inc:

Income Less than $15,000 85 689 1,571

Income $15,000 - $24,999 83 717 1,546

Income $25,000 - $34,999 219 1,287 2,236

Income $35,000 - $49,999 192 1,024 2,235

Income $50,000 - $74,999 337 2,316 4,782

Income $75,000 - $99,999 472 3,606 7,415

Income $100,000 - $149,999 451 4,622 10,863

Income $150,000 - $199,999 109 1,687 4,103

Income $200,000+ 58 1,080 2,671