EX-99.(C)(2) 4 d07277a2exv99wxcyx2y.txt APPRAISAL OF LAKE JOHNSON MEWS LAKE JOHNSON MEWS 4233 AVENT FERRY ROAD RALEIGH, NORTH CAROLINA MARKET VALUE - FEE SIMPLE ESTATE AS OF MAY 12, 2003 PREPARED FOR: APARTMENT INVESTMENT AND MANAGEMENT COMPANY (AIMCO) C/O LINER YANKELEVITZ SUNSHINE & REGENSTREIF LLP & LIEFF CABRASER HEIMANN & BERNSTEIN ON BEHALF OF NUANES, ET. AL. [AMERICAN APPRAISAL ASSOCIATES(R) LOGO] [AMERICAN APPRAISAL ASSOCIATES(R) LOGO] [AMERICAN APPRAISAL ASSOCIATES(R) LETTERHEAD] JULY 2, 2003 Apartment Investment and Management Company ("AIMCO") c/o Mr. Steven A. Velkei,Esq. Liner Yankelevitz Sunshine & Regenstreif LLP 1100 Glendon Avenue, 14th Floor Los Angeles, California 90024-3503 Nuanes, et al.( "Plaintiffs") c/o Ms. Joy Kruse Lieff Cabraser Heimann & Bernstein Embarcadero Center West 275 Battery Street, 30th Floor San Francisco, California 94111 RE: LAKE JOHNSON MEWS 4233 AVENT FERRY ROAD RALEIGH, WAKE COUNTY, NORTH CAROLINA In accordance with your authorization, we have completed the appraisal of the above-referenced property. This complete appraisal is intended to report our analysis and conclusions in a summary format. The subject property consists of an apartment project having 201 units with a total of 188,440 square feet of rentable area. The improvements were built in 1972. The improvements are situated on 20.13 acres. Overall, the improvements are in average condition. As of the date of this appraisal, the subject property is 91% occupied. It is our understanding the appraisal will be used by the clients to assist the San Mateo Superior Court in the settlement of litigation between the above mentioned clients. The appraisal is intended to conform to the Uniform Standards of Professional Appraisal Practice ("USPAP") as promulgated by the Appraisal Standards Board of the Appraisal Foundation and the Code of Professional Ethics and Standards of Professional Practice of the Appraisal Institute. The appraisal is presented in a summary report, and the Departure Provision of USPAP has not been invoked in this appraisal. It is entirely inappropriate to use this value conclusion or the report for any purpose other than the one stated. AMERICAN APPRAISAL ASSOCIATES, INC. LETTER OF TRANSMITTAL PAGE 2 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA The opinions expressed in this appraisal cover letter can only be completely understood by reading the narrative report, addenda, and other data, which is attached. The appraisal is subject to the attached general assumptions and limiting conditions and general service conditions. As a result of our investigation, it is our opinion that the fee simple market value of the subject, effective May 12, 2003 is: ($9,500,000) Respectfully submitted, AMERICAN APPRAISAL ASSOCIATES, INC. -s- Frank Fehribach July 2, 2003 Frank Fehribach, MAI #053272 Managing Principal, Real Estate Group North Carolina Temporary Practice Permit #2578 Report By: Jimmy Pat James, MAI North Carolina Temporary Practice Permit #2603 Assisted By: J. Chad Walker AMERICAN APPRAISAL ASSOCIATES, INC. TABLE OF CONTENTS PAGE 3 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA TABLE OF CONTENTS Cover Letter of Transmittal Table of Contents APPRAISAL DATA Executive Summary .............................................. 4 Introduction ................................................... 9 Area Analysis .................................................. 11 Market Analysis ................................................ 14 Site Analysis .................................................. 16 Improvement Analysis ........................................... 16 Highest and Best Use ........................................... 17 VALUATION Valuation Procedure ............................................ 18 Sales Comparison Approach ...................................... 20 Income Capitalization Approach ................................. 26 Reconciliation and Conclusion .................................. 37
ADDENDA Exhibit A - Photographs of Subject Property Exhibit B - Summary of Rent Comparables and Photograph of Comparables Exhibit C - Assumptions and Limiting Conditions Exhibit D - Certificate of Appraiser Exhibit E - Qualifications General Service Conditions AMERICAN APPRAISAL ASSOCIATES, INC. EXECUTIVE SUMMARY PAGE 4 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA EXECUTIVE SUMMARY PART ONE - PROPERTY DESCRIPTION PROPERTY NAME: Lake Johnson Mews LOCATION: 4233 Avent Ferry Road Raleigh, North Carolina INTENDED USE OF ASSIGNMENT: Court Settlement PURPOSE OF APPRAISAL: "As Is" Market Value of the Fee Simple Estate INTEREST APPRAISED: Fee simple estate DATE OF VALUE: May 12, 2003 DATE OF REPORT: July 2, 2003 PHYSICAL DESCRIPTION - SITE & IMPROVEMENTS: SITE: Size: 20.13 acres, or 876,863 square feet Assessor Parcel No.: 783525953 Floodplain: Community Panel No. 37183C0507E (March 3, 1992) Flood Zone X, an area outside the floodplain. Zoning: R-10 (Residential-10 Continued Use District) BUILDING: No. of Units: 201 Units Total NRA: 188,440 Square Feet Average Unit Size: 938 Square Feet Apartment Density: 10.0 units per acre Year Built: 1972 UNIT MIX AND MARKET RENT: GROSS RENTAL INCOME PROJECTION
Market Rent Square --------------------- Monthly Annual Unit Type Feet Per Unit Per SF Income Income --------------------------------------------------------------------------------------------- 1A10 - The Ashe 748 $ 629 $ 0.84 $ 65,416 $ 784,992 2A20 - The Burke 1,070 $ 759 $ 0.71 $ 45,540 $ 546,480 2A25 - The Dave 1,224 $ 839 $ 0.69 $ 14,263 $ 171,156 3A20 - The Franklin 1,282 $ 1,096 $ 0.85 $ 21,920 $ 263,040 --------------------------------------------------------------------------------------------- Total $ 147,139 $ 1,765,668 =============================================================================================
OCCUPANCY: 91% ECONOMIC LIFE: 45 Years EFFECTIVE AGE: 25 Years REMAINING ECONOMIC LIFE: 20 Years SUBJECT PHOTOGRAPHS AND LOCATION MAP: AMERICAN APPRAISAL ASSOCIATES, INC. EXECUTIVE SUMMARY PAGE 5 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA SUBJECT PHOTOGRAPHS [PICTURE] [PICTURE] EXTERIOR - PROPERTY SIGN EXTERIOR - OFFICE AREA MAP [MAP] AMERICAN APPRAISAL ASSOCIATES, INC. EXECUTIVE SUMMARY PAGE 6 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA NEIGHBORHOOD MAP [MAP] HIGHEST AND BEST USE: As Vacant: Hold for future multi-family development As Improved: Continuation as its current use METHOD OF VALUATION: In this instance, the Sales Comparison and Income Approaches to value were utilized. AMERICAN APPRAISAL ASSOCIATES, INC. EXECUTIVE SUMMARY PAGE 7 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA PART TWO - ECONOMIC INDICATORS INCOME CAPITALIZATION APPROACH
Amount $/Unit ------ ------ DIRECT CAPITALIZATION Potential Rental Income $ 1,765,668 $ 8,784 Effective Gross Income $ 1,661,028 $ 8,264 Operating Expenses $ 684,041 $ 3,403 41.2% of EGI Net Operating Income: $ 926,736 $ 4,611 Capitalization Rate 9.50% DIRECT CAPITALIZATION VALUE $ 9,700,000 * $ 48,259 / UNIT DISCOUNTED CASH FLOW ANALYSIS: Holding Period 10 years 2002 Economic Vacancy 10% Stabilized Vacancy & Collection Loss: 9% Lease-up / Stabilization Period N/A Terminal Capitalization Rate 10.00% Discount Rate 11.50% Selling Costs 3.00% Growth Rates: Income 3.00% Expenses: 3.00% DISCOUNTED CASH FLOW VALUE $ 9,500,000 * $ 47,264 / UNIT RECONCILED INCOME CAPITALIZATION VALUE $ 9,500,000 $ 47,264 / UNIT SALES COMPARISON APPROACH PRICE PER UNIT: Range of Sales $/Unit (Unadjusted) $ 38,375 to $ 61,500 Range of Sales $/Unit (Adjusted) $ 43,050 to $ 47,969 VALUE INDICATION - PRICE PER UNIT $ 9,200,000 * $ 45,771 / UNIT EGIM ANALYSIS Range of EGIMs from Improved Sales 5.64 to 6.90 Selected EGIM for Subject 5.75 Subject's Projected EGI $ 1,661,028 EGIM ANALYSIS CONCLUSION $ 9,500,000 * $ 47,264 / UNIT NOI PER UNIT ANALYSIS CONCLUSION $ 9,600,000 * $ 47,761 / UNIT RECONCILED SALES COMPARISON VALUE $ 9,200,000 $ 45,771 / UNIT
----------- * Value indications are after adjustments for concessions, deferred maintenance, excess land and lease-up costs, if any. AMERICAN APPRAISAL ASSOCIATES, INC. EXECUTIVE SUMMARY PAGE 8 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA PART THREE - SUMMARY OF VALUE CONCLUSIONS SALES COMPARISON APPROACH: Price Per Unit $ 9,200,000 NOI Per Unit $ 9,600,000 EGIM Multiplier $ 9,500,000 INDICATED VALUE BY SALES COMPARISON $ 9,200,000 $ 45,771 / UNIT INCOME APPROACH: Direct Capitalization Method: $ 9,700,000 Discounted Cash Flow Method: $ 9,500,000 INDICATED VALUE BY THE INCOME APPROACH $ 9,500,000 $ 47,264 / UNIT RECONCILED OVERALL VALUE CONCLUSION: $ 9,500,000 $ 47,264 / UNIT
AMERICAN APPRAISAL ASSOCIATES, INC. INTRODUCTION PAGE 9 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA INTRODUCTION IDENTIFICATION OF THE SUBJECT The subject property is located at 4233 Avent Ferry Road, Raleigh, Wake County, North Carolina. Raleigh identifies it as 783525953. SCOPE OF THE ASSIGNMENT The property, neighborhood, and comparables were inspected by J. Chad Walker on May 12, 2003. Jimmy Pat James, MAI and Frank Fehribach, MAI have not made a personal inspection of the subject property. J. Chad Walker assisted Jimmy Pat James, MAI in the research, valuation analysis and writing the report. Frank Fehribach, MAI reviewed the report and concurs with the value. Frank Fehribach, MAI, Jimmy Pat James, MAI, and J. Chad Walker have extensive experience in appraising similar properties and meet the USPAP competency provision. The scope of this investigation comprises the inspection of the property and the collection, verification, and analysis of general and specific data pertinent to the subject property. We have researched current improved sales and leases of similar properties, analyzing them as to their comparability, and adjusting them accordingly. We completed the Sales Comparison and Income Capitalization Approaches to value. From these approaches to value, a concluded overall value was made. DATE OF VALUE AND REPORT This appraisal was made to express the opinion of value as of May 12, 2003. The date of the report is July 2, 2003. PURPOSE AND USE OF APPRAISAL The purpose of the appraisal is to estimate the market value of the fee simple interest in the subject property. It is understood that the appraisal is intended to assist the clients in litigation settlement proceedings. The appraisal was not based on a requested minimum valuation, a specific valuation, or the approval of a loan. PROPERTY RIGHTS APPRAISED We have appraised the Fee Simple Estate in the subject property (as applied in the Sales & AMERICAN APPRAISAL ASSOCIATES, INC. INTRODUCTION PAGE 10 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA Income Approaches), subject to the existing short-term leases. A Fee Simple Estate is defined in The Dictionary of Real Estate Appraisal, 3rd ed. (Chicago: Appraisal Institute, 1993), as: "Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat." MARKETING/EXPOSURE PERIOD MARKETING PERIOD: 6 to 12 months EXPOSURE PERIOD: 6 to 12 months HISTORY OF THE PROPERTY Ownership in the subject property is currently vested in Shelter Properties V, LP. To the best of our knowledge, no transfers of ownership or offers to purchase the subject are known to have occurred during the past three years. AMERICAN APPRAISAL ASSOCIATES, INC. AREA ANALYSIS PAGE 11 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA AREA / NEIGHBORHOOD ANALYSIS NEIGHBORHOOD ANALYSIS A neighborhood is a group of complementary land uses. The function of the neighborhood analysis is to describe the immediate surrounding environs. The subject is located in the city of Raleigh, North Carolina. Overall, the neighborhood is characterized as a suburban setting with the predominant land use being residential. The subject's neighborhood is generally defined by the following boundaries. NEIGHBORHOOD BOUNDARIES East - Gorman Street West - Interstate Highway 440 South - Interstate Highway 40 North - Western Boulevard MAJOR EMPLOYERS Major employers in the subject's area include MCI Telecommunications; Nortel; Cisco Systems; IBM; State of North Carolina; Wake County Public School; North Carolina State University; Wake County: and the City of Raleigh. The overall economic outlook for the area is considered favorable. DEMOGRAPHICS We have reviewed demographic data within the neighborhood. The following table summarizes the key data points. AMERICAN APPRAISAL ASSOCIATES, INC. AREA ANALYSIS PAGE 12 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA NEIGHBORHOOD DEMOGRAPHICS
AREA -------------------------------------------- CATEGORY 1-Mi. RADIUS 3-Mi. RADIUS 5-Mi. RADIUS MSA ------------------------------------------------------------------------------------------------ POPULATION TRENDS Current Population 8,525 58,057 155,883 1,249,659 5-Year Population 9,099 64,871 169,642 1,408,794 % Change CY-5Y 6.7% 11.7% 8.8% 12.7% Annual Change CY-5Y 1.3% 2.3% 1.8% 2.5% HOUSEHOLDS Current Households 4,064 21,716 61,981 484,776 5-Year Projected Households 4,267 24,169 67,356 545,189 % Change CY - 5Y 5.0% 11.3% 8.7% 12.5% Annual Change CY-5Y 1.0% 2.3% 1.7% 2.5% INCOME TRENDS Median Household Income $ 38,591 $ 37,512 $ 48,687 $ 55,832 Per Capita Income $ 23,719 $ 19,514 $ 25,647 $ 25,814 Average Household Income $ 51,832 $ 52,920 $ 64,839 $ 66,544
Source: Demographics Now The subject neighborhood's population is expected to show increases below that of the region. The immediate market offers inferior income levels as compared to the broader market. The following table illustrates the housing statistics in the subject's immediate area, as well as the MSA region. HOUSING TRENDS
AREA -------------------------------------------- CATEGORY 1-Mi. RADIUS 3-Mi. RADIUS 5-Mi. RADIUS MSA ------------------------------------------------------------------------------------------------ HOUSING TRENDS % of Households Renting 60.41% 56.66% 46.41% 33.18% 5-Year Projected % Renting 58.59% 56.55% 46.04% 32.28% % of Households Owning 31.95% 37.22% 47.45% 61.69% 5-Year Projected % Owning 33.89% 37.65% 48.05% 63.00%
Source: Demographics Now AMERICAN APPRAISAL ASSOCIATES, INC. AREA ANALYSIS PAGE 13 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA SURROUNDING IMPROVEMENTS The following uses surround the subject property: North - Apartments South - Lake Johnson East - Residential Condominiums West - Avent Ferry Road and single-family residential CONCLUSIONS The subject is well located within the city of Raleigh. The neighborhood is characterized as being mostly suburban in nature and is currently in the stable stage of development. The economic outlook for the neighborhood is judged to be favorable with a good economic base. AMERICAN APPRAISAL ASSOCIATES, INC. MARKET ANALYSIS PAGE 14 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA MARKET ANALYSIS The subject property is located in the city of Raleigh in Wake County. The overall pace of development in the subject's market is more or less stable. 48 units were completed over the past six months at Trinity Commons. There were 72 units started at the same time period at the Bostic Brothers site at Gorman Street and Avent Ferry Road. The following table illustrates historical vacancy rates for the subject's market. HISTORICAL VACANCY RATE
Period Region Submarket ------ ------ --------- 1Q01 8.1% 5.2% 3Q01 9.6% 8.2% 1Q02 12.5% 8.8% 3Q02 12.0% 13.3% 1Q03 12.6% 13.8%
Source: REAL DATA Real Estate Information Services Apartment Index 1Q03 Occupancy trends in the subject's market are decreasing. Historically speaking, the subject's submarket has equated the overall market. The Raleigh-Durham apartment as a whole is reporting a high vacancy rate of 12.6% for 1Q03. Vacancy rates in the Triangle (Raleigh, Durham, Chapel Hill) area have steadily been steadily rising since 1996, according to REAL DATA Real Estate Information Services Apartment Index 1Q03. In comparison, the Raleigh-Central Submarket is posting vacancy rates of 13.8%. The vacancy rate has continued to increase in this submarket as more apartment complexes have been built. Market rents in the subject's market have been following a decreasing trend. The following table illustrates historical rental rates for the subject's market. HISTORICAL AVERAGE RENT
Period Region % Change Submarket % Change ------ ------ -------- --------- -------- 1Q01 $ 746 - $ 663 - 3Q01 $ 763 2.3% $ 677 2.1% 1Q02 $ 764 0.1% $ 683 0.9% 3Q02 $ 761 -0.4% $ 667 -2.3% 1Q03 $ 758 -0.4% $ 664 -0.4%
Source: REAL DATA Real Estate Information Services Apartment Index 1Q03 The following table illustrates a summary of the subject's competitive set. AMERICAN APPRAISAL ASSOCIATES, INC. MARKET ANALYSIS PAGE 15 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA COMPETITIVE PROPERTIES
No. Property Name Units Ocpy. Year Built Proximity to subject --- ------------- ----- ----- ---------- -------------------- R-1 Summit at Avent Ferry 222 86% 1985 0.50 mile east of the subject R-2 Dominion Walnut Creek 576 92% 1985 0.50 mile southeast of the subject R-3 Remington Place 136 99% 1985 0.75 mile southeast of the subject R-4 Clarion Crossing 260 90% 1972 0.75 mile east of the subject R-5 Sumter Square 391 86% 1970 0.90 mile northwest of the subject Subject Lake Johnson Mews 201 91% 1972
The Raleigh-Central submarket as well as the Triangle as a whole has experienced declining apartment rental rates over the past two years. This is due in part to the economic slowdown of the national economy and low interest rates currently being offered. As of 1Q03, the average rental rate for the Southwest submarket was $664, which is $94 above the Region at $758. However, rates are currently stabilizing and remain at these levels in the short-term. As the national economy improves so should contract rental rates. AMERICAN APPRAISAL ASSOCIATES, INC. PROPERTY DESCRIPTION PAGE 16 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA PROPERTY DESCRIPTION SITE ANALYSIS Site Area 20.13 acres, or 876,863 square feet Shape Irregular Topography Slightly slope Utilities All necessary utilities are available to the site. Soil Conditions Stable Easements Affecting Site None other than typical utility easements Overall Site Appeal Average Flood Zone: Community Panel 37183C0507E, dated March 3, 1992 Flood Zone Zone X Zoning R-10, the subject improvements represent a legal conforming use of the site. REAL ESTATE TAXES
ASSESSED VALUE - 2002 ------------------------------------------- TAX RATE / PROPERTY PARCEL NUMBER LAND BUILDING TOTAL MILL RATE TAXES ---------------------------------------------------------------------------------------------- 783525953 $ 1,407,000 $ 7,555,115 $ 8,962,115 0.00994 $ 89,070
IMPROVEMENT ANALYSIS Year Built 1972 Number of Units 201 Net Rentable Area 188,440 Square Feet Construction: Foundation Reinforced concrete slab Frame Heavy or light wood Exterior Walls Wood or vinyl siding Roof Composition shingle over a wood truss structure Project Amenities Amenities at the subject include a swimming pool, tennis court, jogging track, laundry room, and parking area. Unit Amenities Individual unit amenities include a balcony, fireplace, cable TV connection, vaulted ceiling, and washer dryer connection. Appliances available in each unit include a refrigerator, stove, dishwasher, water heater, garbage disposal, washer/dryer, and oven. AMERICAN APPRAISAL ASSOCIATES, INC. PROPERTY DESCRIPTION PAGE 17 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA Unit Mix:
Unit Area Unit Type Number of Units (Sq. Ft.) -------------------------------------------------- 1A10 -The Ashe 104 748 2A20 - The Burke 60 1,070 2A25 - The Dave 17 1,224 3A20 - The Franklin 20 1,282
Overall Condition Average Effective Age 25 years Economic Life 45 years Remaining Economic Life 20 years Deferred Maintenance None HIGHEST AND BEST USE ANALYSIS In accordance with the definition of highest and best use, an analysis of the site relating to its legal uses, physical possibilities, and financial feasibility is appropriate. The highest and best use as vacant is to hold for future multi-family development. The subject improvements were constructed in 1972 and consist of a 201-unit multifamily project. The highest and best use as improved is for a continued multifamily use. Overall, the highest and best use of the subject property is the continued use of the existing apartment project. AMERICAN APPRAISAL ASSOCIATES, INC. VALUATION PROCEDURE PAGE 18 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA THE VALUATION PROCEDURE There are three traditional approaches, which can be employed in establishing the market value of the subject property. These approaches and their applicability to the valuation of the subject are summarized as follows: THE COST APPROACH The application of the Cost Approach is based on the principle of substitution. This principle may be stated as follows: no one is justified in paying more for a property than that amount by which he or she can obtain, by purchase of a site and construction of a building, without undue delay, a property of equal desirability and utility. In the case of a new building, no deficiencies in the building should exist. In the case of income-producing real estate, the cost of construction plays a minor and relatively insignificant role in determining market value. The Cost Approach is typically only a reliable indicator of value for: (a) new properties; (b) special use properties; and (c) where the cost of reproducing the improvements is easily and accurately quantified and there is no economic obsolescence. In all instances, the issue of an appropriate entrepreneurial profit - the reward for undertaking the risk of construction, remains a highly subjective factor especially in a market lacking significant speculative development. THE SALES COMPARISON APPROACH The Sales Comparison Approach is an estimate of value based upon a process of comparing recent sales of similar properties in the surrounding or competing areas to the subject property. Inherent in this approach is the principle of substitution. The application of this approach consists of comparing the subject property with similar properties of the same general type, which have been sold recently or currently are available for sale in competing areas. This comparative process involves judgment as to the similarity of the subject property and the comparable sale with respect to many value factors such as location, contract rent levels, quality of construction, reputation and prestige, age and condition, among others. The estimated value through this approach represents the probable price at which a willing seller would sell the subject property to a willing and knowledgeable buyer as of the date of value. AMERICAN APPRAISAL ASSOCIATES, INC. VALUATION PROCEDURE PAGE 19 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA THE INCOME CAPITALIZATION APPROACH The theory of the Income Capitalization Approach is based on the premise that present value is the value of the cash flow and reversionary value the property will produce over a reasonable holding (ownership) period. The Discounted Cash Flow Analysis will convert equity cash flows (including cash flows and equity reversion) into a present value utilizing an internal rate of return (or discount rate). The Internal Rate of Return (IRR) will be derived from a comparison of alternate investments, a comparative analysis of IRR's used by recent buyers of similar properties, and a review of published industry surveys. The Direct Capitalization Analysis converts one year of income into an overall value using overall capitalization rates from similar sales. The overall rates take into consideration buyers assumptions of the market over the long-term. The results of the Income Capitalization Analysis are usually the primary value indicator for income producing properties. Investors expect a reasonable rate of return on their equity investment based on the ownership risks involved; this approach closely parallels the investment decision process. RECONCILIATION In this instance, we have completed the Sales Comparison and Income Capitalization Approaches to value. As an income producing property, the income approach is a primary approach to value. The Sales Comparison Approach is also considered reliable as investors are buying similar buildings in the market. Our research indicates that market participants are generally not buying, selling, investing, or lending with reliance placed on the methodology of the Cost Approach to establish the value. Therefore, we have decided that the Cost Approach is not a reliable indicator of value for the subject, and this approach has not been utilized. AMERICAN APPRAISAL ASSOCIATES, INC. SALES COMPARISON APPROACH PAGE 20 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA SALES COMPARISON APPROACH Use of market or comparable sales requires the collection and analysis of comparable sales data. Similar properties recently sold are compared to the subject and adjusted based on any perceived differences. This method is based on the premise that the costs of acquiring a substitute property would tend to establish a value for the subject property. The premise suggests that if a substitute is unavailable in the market, the reliability of the approach may be subordinate to the other approaches. The reliance on substitute properties produces shortcomings in the validity of this approach. Geographic and demographic characteristics from each submarket restrict which sales may be selected. Recent sales with a similar physical characteristics, income levels, and location are usually limited. The sales we have identified, however, do establish general valuation parameters as well as provide support to our conclusion derived through the income approach method. The standard unit of comparison among similar properties is the sales price per unit and price per square foot of net rentable area. To accurately adjust prices to satisfy the requirements of the sales comparison approach, numerous calculations and highly subjective judgments would be required including consideration of numerous income and expense details for which information may be unreliable or unknown. The sales price per unit and square foot are considered relevant to the investment decision, but primarily as a parameter against which value estimates derived through the income approach can be judged and compared. In examining the comparable sales, we have applied a subjective adjustment analysis, which includes specific adjustments derived from our experience and consulting with the market participants. SALES COMPARISON ANALYSIS Detailed on the following pages are sales transactions involving properties located in the subject's competitive investment market. Photographs of the sale transactions are located in the Addenda. Following the summary of sales is an adjustment grid that is used to arrive at a value. AMERICAN APPRAISAL ASSOCIATES, INC. SALES COMPARISON APPROACH PAGE 21 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA SUMMARY OF COMPARABLE SALES -IMPROVED
COMPARABLE COMPARABLE COMPARABLE DESCRIPTION SUBJECT I - 1 I - 2 I - 3 ---------------------- ------------------------- -------------------------- ------------------------ ----------------------- Property Name Lake Johnson Mews Calibre Chase Cardinal Woods Treybrooke LOCATION: Address 4233 Avent Ferry Road 231 Calibre Chase Drive 1331 Wicklow Drive 201 Treybrooke City, State Raleigh, North Carolina Raleigh, North Carolina Cary, North Carolina Raleigh, North Carolina County Wake Wake Wake Wake PHYSICAL CHARACTERISTICS: Net Rentable Area(SF) 188,440 171,312 140,480 228,000 Year Built 1972 1988 1977 1989 Number of Units 201 192 184 200 Unit Mix: Type Total Type Total Type Total Type Total 1A10 - The Ashe 104 1Br/1Ba - Type 1 48 1Br/1Ba 88 1Br/1Ba 40 2A20 - The Burke 60 1Br/1Ba - Type 2 48 2Br/1.5Ba 96 2Br/1.5Ba 40 2A25 - The Dave 17 1Br/1Ba - Type 3 24 2Br/2Ba 80 3A20 - The Franklin 20 2Br/2Ba 72 3Br/2.5Ba 40 Average Unit Size(SF) 938 892 763 1,140 Land Area (Acre) 20.1300 23.4800 14.7700 20.2000 Density (Units/ Acre) 10.0 8.2 12.5 9.9 Parking Ratio (Spaces/Unit) 1.67 N/A N/A N/A Parking Type (Gr., Cov., etc.) Open Open Open Open CONDITION: Average Average Average Average APPEAL: Average Average Average Average AMENITIES: Pool/Spa Yes/No Yes/No Yes/No Yes/No Gym Room No Yes No Yes Laundry Room Yes No Yes Yes Secured Parking No No No Yes Sport Courts No Yes No No Washer/Dryer Connection Yes Yes Yes Yes Other Other OCCUPANCY: 91% 98% 90% 92% TRANSACTION DATA: Sale Date November, 2001 October, 2001 April, 2001 Sale Price ($) $11,755,000 $7,061,000 $12,300,000 Grantor SWA Acquisitions LTD Excel Realty Richard M. Trust Drew Grantee Wilson Investment CK Cardinal Treybrooke Properties Inc. Woods LLC Associates LTD Partnership Sale Documentation Book 9142, Book 9100, Book 8875, Page 2745 Page 1740 Page 2226 Verification Wake County Wake County Wake County Records Records Records Telephone Number ESTIMATED PRO-FORMA: Total$ $/Unit $/SF Total$ $/Unit $/SF Total $ $/Unit $/SF Potential Gross Income $1,890,720 $9,848 $11.04 $1,390,560 $7,557 $9.90 $1,937,760 $9,689 $8.50 Vacancy/Credit Loss $ 75,629 $ 394 $ 0.44 $ 139,056 $ 756 $0.99 $ 155,021 $ 775 $0.68 Effective Gross Income $1,815,091 $9,454 $10.60 $1,251,504 $6,802 $8.91 $1,782,739 $8,914 $7.82 Operating Expenses $ 706,073 $3,677 $ 4.12 $ 500,602 $2,721 $3.56 $ 713,096 $3,565 $3.13 Net Operating Income $1,109,018 $5,776 $ 6.47 $ 750,902 $4,081 $5.35 $1,069,643 $5,348 $4.69 NOTES: None None None PRICE PER UNIT $ 61,224 $ 38,375 $ 61,500 PRICE PER SQUARE FOOT $ 68.62 $ 50.26 $ 53.95 EXPENSE RATIO 38.9% 40.0% 40.0% EGIM 6.48 5.64 6.90 OVERALL CAP RATE 9.43% 10.63% 8.70% Cap Rate based on Pro Forma or Actual Income? ACTUAL PRO FORMA PRO FORMA COMPARABLE COMPARABLE DESCRIPTION I - 4 I - 5 ---------------------- ------------------------ ---------------------- Property Name Oxford Square Oak Hollow LOCATION: Address 1000 Village Greenway 100 Kempwood Drive City, State Raleigh, North Carolina Raleigh, North Carolina County Wake Wake PHYSICAL CHARACTERISTICS: Net Rentable Area (SF) 155,560 213,200 Year Built 1975 1985 Number of Units 184 240 Unit Mix: Type Total Type Total 1Br/1Ba - Type 1 8 1Br/1Ba - Type 1 40 1Br/1Ba - Type 2 12 1Br/1Ba - Type 2 20 1Br/1Ba - Type 3 8 1Br/1Ba - Type 3 10 1Br/1Ba - Type 4 12 1Br/1Ba - Type 4 90 2Br/1Ba - Type 1 36 2Br/2Ba 80 2Br/1Ba - Type 2 18 2Br/1Ba - Type 3 12 2Br/2Ba 54 3Br/1.5Ba - Type1 12 3Br/1.5Ba - Type2 4 3Br/1.5Ba - Type3 6 3Br/1.5Ba - Type4 2 Average Unit Size(SF) 845 888 Land Area (Acre) 15.1900 27.3300 Density (Units/ Acre) 12.1 8.8 Parking Ratio (Spaces/Unit) N/A N/A Parking Type (Gr., Cov., etc.) Open Open CONDITION: Average Good APPEAL: Average Average AMENITIES: Pool/Spa Yes/No Yes/Yes Gym Room Yes No Laundry Room Yes Yes Secured Parking No No Sport Courts No Yes Washer/Dryer Connection Yes Yes Other Other OCCUPANCY: 89% 83% TRANSACTION DATA: Sale Date August, 2000 December, 2000 Sale Price ($) $8,650,000 $12,250,000 Grantor Oxford Square LLC Affiliates Equities Real Estate Trust Grantee Oxford Square Cary BNP Realty LLC LLC Sale Documentation Book 8648, Page 1690 Book 8782, Page 2508 Verification Wake County Records Wake County Records Telephone Number ESTIMATED PRO-FORMA: Total $ $/Unit $/SF Total $ $/Unit $/SF Potential Gross Income $1,470,528 $7,992 $9.45 $2,196,480 $9,152 $10.30 Vacancy/Credit Loss $ 117,642 $ 639 $0.76 $ 263,578 $1,098 $ 1.24 Effective Gross Income $1,352,886 $7,353 $8.70 $1,932,902 $8,054 $ 9.07 Operating Expenses $ 541,154 $2,941 $3.48 $ 773,161 $3,222 $ 3.63 Net Operating Income $ 811,732 $4,412 $5.22 $1,159,741 $4,832 $ 5.44 NOTES: None None PRICE PER UNIT $ 47,011 $ 51,042 PRICE PER SQUARE FOOT $ 55.61 $ 57.46 EXPENSE RATIO 40.0% 40.0% EGIM 6.39 6.34 OVERALL CAP RATE 9.38% 9.47% Cap Rate based on Pro Forma or Actual Income? PRO FORMA PRO FORMA
AMERICAN APPRAISAL ASSOCIATES, INC. SALES COMPARISON APPROACH PAGE 22 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA IMPROVED SALES MAP [MAP] IMPROVED SALES ANALYSIS The improved sales indicate a sales price range from $38,375 to $61,500 per unit. Adjustments have been made to the sales to reflect differences in location, age/condition and quality/appeal. Generally speaking, larger properties typically have a lower price per unit when compared to smaller properties, all else being equal. Similarly, those projects with a higher average unit size will generally have a higher price per unit. After appropriate adjustments are made, the improved sales demonstrate an adjusted range for the subject from $43,050 to $47,969 per unit with a mean or average adjusted price of $45,977 per unit. The median adjusted price is $45,938 per unit. Based on the following analysis, we have concluded to a value of $46,000 per unit, which results in an "as is" value of $9,200,000 (rounded after necessary adjustment, if any). AMERICAN APPRAISAL ASSOCIATES, INC. SALES COMPARISON APPROACH PAGE 23 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA SALES ADJUSTMENT GRID
COMPARABLE COMPARABLE COMPARABLE DESCRIPTION SUBJECT I - 1 I - 2 I - 3 ---------------------- ----------------- ------------------- ------------------ ----------------- Property Name Lake Johnson Mews Calibre Chase Cardinal Woods Treybrooke Address 4233 Avent 231 Calibre 1331 201 Ferry Road Chase Drive Wicklow Treybrooke Drive City Raleigh, Raleigh, Cary, Raleigh, North Carolina North North North Carolina Carolina Carolina Sale Date November, 2001 October, 2001 April, 2001 Sale Price ($) $11,755,000 $7,061,000 $12,300,000 Net Rentable Area (SF) 188,440 171,312 140,480 228,000 Number of Units 201 192 184 200 Price Per Unit $61,224 $38,375 $61,500 Year Built 1972 1988 1977 1989 Land Area (Acre) 20.1300 23.4800 14.7700 20.2000 VALUE ADJUSTMENTS DESCRIPTION DESCRIPTION ADJ. DESCRIPTION ADJ. DESCRIPTION ADJ. Property Rights Fee Simple Fee Simple Fee Simple Fee Simple Conveyed Estate Estate 0% Estate 0% Estate 0% Financing Cash To Seller 0% Cash To Seller 0% Cash To Seller 0% Conditions of Sale Arm's Length 0% Arm's Length 0% Arm's Length 0% Date of Sale (Time) 11-2001 0% 10-2001 0% 04-2001 0% VALUE AFTER TRANS. ADJUST. ($/UNIT) $61,224 $38,375 $61,500 Location Comparable 0% Inferior 20% Superior - 5% Number of Units 201 192 0% 184 0% 200 0% Quality / Appeal Good Superior - 5% Comparable 0% Superior - 5% Age / Condition 1972 1988/Average -10% 1977/Average 0% 1989/Average -10% Occupancy at Sale 91% 98% - 5% 90% 0% 92% 0% Amenities Good Superior - 5% Comparable 0% Superior - 5% Average Unit Size (SF) 938 892 0% 763 5% 1,140 - 5% PHYSICAL ADJUSTMENT -25% 25% -30% FINAL ADJUSTED VALUE ($/UNIT) $45,918 $47,969 $43,050 COMPARABLE COMPARABLE DESCRIPTION I - 4 I - 5 ---------------------- ------------------- ------------------ Property Name Oxford Square Oak Hollow Address 1000 Village Greenway 100 Kempwood Drive City Raleigh, Raleigh, North North Carolina Carolina Sale Date August, 2000 December, 2000 Sale Price ($) $8,650,000 $12,250,000 Net Rentable Area (SF) 155,560 213,200 Number of Units 184 240 Price Per Unit $47,011 $51,042 Year Built 1975 1985 Land Area (Acre) 15.1900 27.3300 VALUE ADJUSTMENTS DESCRIPTION ADJ. DESCRIPTION ADJ. Property Rights Fee Simple Fee Simple Conveyed Estate 0% Estate 0% Financing Cash To Seller 0% Cash To Seller 0% Conditions of Sale Arm's Length 0% Arm's Length 0% Date of Sale (Time) 08-2000 0% 12-2000 0% VALUE AFTER TRANS. ADJUST. ($/UNIT) $47,011 $51,042 Location Inferior 5% Comparable 0% Number of Units 184 0% 240 0% Quality / Appeal Comparable 0% Superior - 5% Age / Condition 1975/Average 0% 1985 / Good - 5% Occupancy at Sale 89% 0% 83% 5% Amenities Superior -5% Superior - 5% Average Unit Size (SF) 845 0% 888 0% PHYSICAL ADJUSTMENT 0% -10% FINAL ADJUSTED VALUE ($/UNIT) $47,011 $45,938
SUMMARY VALUE RANGE (PER UNIT) $43,050 to $47,969 MEAN (PER UNIT) $45,977 MEDIAN (PER UNIT) $45,938 VALUE CONCLUSION (PER UNIT) $46,000
VALUE OF IMPROVEMENT & MAIN SITE $9,246,000 PV OF CONCESSIONS -$ 66,000 VALUE INDICATED BY SALES COMPARISON APPROACH $9,180,000 ROUNDED $9,200,000
NET OPERATING INCOME (NOI) ANALYSIS We have also conducted a net operating income (NOI) comparison analysis. The NOI effectively takes into account the various physical, location, and operating aspects of the sale. When the subject's NOI is compared to the sale NOI, a percent adjustment can be arrived at. The following table illustrates this analysis. AMERICAN APPRAISAL ASSOCIATES, INC. SALES COMPARISON APPROACH PAGE 24 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA
NOI PER UNIT COMPARISON ---------------------------------------------------------------------------------------------------------- SALE PRICE NOI/ SUBJECT NOI COMPARABLE NO. OF ----------- ----------- --------------- ADJUSTMENT INDICATED NO. UNITS PRICE/UNIT OAR NOI/UNIT SUBJ. NOI/UNIT FACTOR VALUE/UNIT ---------------------------------------------------------------------------------------------------------- I-1 192 $11,755,000 9.43% $ 1,109,018 $ 926,736 0.798 $ 48,870 $ 61,224 $ 5,776 $ 4,611 I-2 184 $ 7,061,000 10.63% $ 750,902 $ 926,736 1.130 $ 43,355 $ 38,375 $ 4,081 $ 4,611 I-3 200 $12,300,000 8.70% $ 1,069,643 $ 926,736 0.862 $ 53,018 $ 61,500 $ 5,348 $ 4,611 I-4 184 $ 8,650,000 9.38% $ 811,732 $ 926,736 1.045 $ 49,132 $ 47,011 $ 4,412 $ 4,611 I-5 240 $12,250,000 9.47% $ 1,159,741 $ 926,736 0.954 $ 48,701 $ 51,042 $ 4,832 $ 4,611
PRICE/UNIT Low High Average Median $43,355 $53,018 $48,615 $48,870
VALUE ANALYSIS BASED ON COMPARABLES NOI PER UNIT Estimated Price Per Unit $ 48,000 ---------- Number of Units 201 Value $9,648,000 PV of Concessions -$ 66,000 ---------- Value Based on NOI Analysis $9,582,000 Rounded $9,600,000
The adjusted sales indicate a range of value between $43,355 and $53,018 per unit, with an average of $48,615 per unit. Based on the subject's competitive position within the improved sales, a value of $48,000 per unit is estimated. This indicates an "as is" market value of $9,600,000 (rounded after necessary adjustment, if any) for the NOI Per Unit Analysis. EFFECTIVE GROSS INCOME MULTIPLIER (EGIM) ANALYSIS The effective gross income multiplier (EGIM) is derived by dividing the sales price by the total effective gross income. The following table illustrates the EGIMs for the comparable improved sales. AMERICAN APPRAISAL ASSOCIATES, INC. SALES COMPARISON APPROACH PAGE 25 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA
EFFECTIVE GROSS INCOME MULTIPLIER COMPARISON ------------------------------------------------------------------------------------------- SALE PRICE COMPARABLE NO. OF ----------- EFFECTIVE OPERATING SUBJECT NO. UNITS PRICE/UNIT GROSS INCOME EXPENSE OER PROJECTED OER EGIM ------------------------------------------------------------------------------------------- I-1 192 $11,755,000 $ 1,815,091 $ 706,073 38.90% 6.48 $ 61,224 I-2 184 $ 7,061,000 $ 1,251,504 $ 500,602 40.00% 5.64 $ 38,375 I-3 200 $12,300,000 $ 1,782,739 $ 713,096 40.00% 41.18% 6.90 $ 61,500 I-4 184 $ 8,650,000 $ 1,352,886 $ 541,154 40.00% 6.39 $ 47,011 I-5 240 $12,250,000 $ 1,932,902 $ 773,161 40.00% 6.34 $ 51,042
EGIM Low High Average Median 5.64 6.90 6.35 6.39
VALUE ANALYSIS BASED ON EGIM'S OF COMPARABLE SALES Estimate EGIM 5.75 -------------- Subject EGI $ 1,661,028 Value $ 9,550,910 PV of Concessions - $ 66,000 -------------- Value Based on EGIM Analysis $ 9,484,910 Rounded $ 9,500,000 Value Per Unit $ 47,264
There is an inverse relationship, which generally holds among EGIMs and operating expenses. Properties, which have higher expense ratios, typically sell for relatively less and therefore produce a lower EGIM. As will be illustrated in the Income Capitalization Approach of this report, the subject's operating expense ratio (OER) is estimated at 41.18% before reserves. The comparable sales indicate a range of expense ratios from 38.90% to 40.00%, while their EGIMs range from 5.64 to 6.90. Overall, we conclude to an EGIM of 5.75, which results in an "as is" value estimate in the EGIM Analysis of $9,500,000. SALES COMPARISON CONCLUSION The three valuation methods in the Sales Comparison Approach are shown below. The overall value via the Sales Comparison Approach is estimated at $9,200,000. Price Per Unit $9,200,000 NOI Per Unit $9,600,000 EGIM Analysis $9,500,000 Sales Comparison Conclusion $9,200,000
AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 26 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA INCOME CAPITALIZATION APPROACH The income capitalization approach is based on the premise that value is created by the expectation of future benefits. We estimated the present value of those benefits to derive an indication of the amount that a prudent, informed purchaser-investor would pay for the right to receive them as of the date of value. This approach requires an estimate of the NOI of a property. The estimated NOI is then converted to a value indication by use of either the direct capitalization or the discounted cash flow analysis (yield capitalization). Direct capitalization uses a single year's stabilized NOI as a basis for a value indication by dividing the income by a capitalization rate. The rate chosen accounts for a recapture of the investment by the investor and should reflect all factors that influence the value of the property, such as tenant quality, property condition, neighborhood change, market trends, interest rates, and inflation. The rate may be extracted from local market transactions or, when transaction evidence is lacking, obtained from trade sources. A discounted cash flow analysis focuses on the operating cash flows expected from the property and the proceeds of a hypothetical sale at the end of a holding period (the reversion). The cash flows and reversion are discounted to their present values using a market-derived discount rate and are added together to obtain a value indication. Because benefits to be received in the future are worth less than the same benefits received in the present, this method weights income in the early years more heavily than the income and the sale proceeds to be received later. The strength of the discounted cash flow method is its ability to recognize variations in projected net income, such as those caused by inflation, stepped leases, neighborhood change, or tenant turnover. Its weakness is that it requires many judgments regarding the actions of likely buyers and sellers of the property in the future. In some situations, both methods yield a similar result. The discounted cash flow method is typically more appropriate for the analysis of investment properties with multiple or long-term leases, particularly leases with cancellation clauses or renewal options. It is especially useful for multi-tenant properties in volatile markets. The direct capitalization AMERICAN APPRAISAL ASSOCIATES, INC INCOME CAPITALIZATION APPROACH PAGE 27 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA method is normally more appropriate for properties with relatively stable operating histories and expectations. A pro forma analysis for the first year of the investment is made to estimate a reasonable potential net operating income for the Subject Property. Such an analysis entails an estimate of the gross income the property should command in the marketplace. From this total gross income must be deducted an allowance for vacancy/collection loss and operating expenses as dictated by general market conditions and the overall character of the subject's tenancy and leased income to arrive at a projected estimate of net operating income. Conversion of the net operating income to an indication of value is accomplished by the process of capitalization, as derived primarily from market data. MARKET RENT ANALYSIS In order to determine a market rental rate for the subject, a survey of competing apartment communities was performed. This survey was displayed previously in the market analysis section of the report. Detailed information pertaining to each of the comparable rental communities, along with photographs, is presented in the Addenda of this report. The following charts display the subject's current asking and actual rent rates as well as a comparison with the previous referenced comparable rental properties.
SUMMARY OF ACTUAL AVERAGE RENTS -------------------------------------------------------------------------- Average Unit Area ---------------- Unit Type (Sq. Ft.) Per Unit Per SF %Occupied ------------------- ---------------------------------------------- 1A10 - The Ashe 748 $ 626 $ 0.84 91.3% 2A20 - The Burke 1070 $ 755 $ 0.71 95.0% 2A25 - The Dave 1224 $ 832 $ 0.68 94.1% 3A20 - The Franklin 1282 $1,096 $ 0.85 75.0%
AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 28 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA RENT ANALYSIS
COMPARABLE RENTS ----------------------------------------------- R-1 R-2 R-3 R-4 R-5 ----------------------------------------------- Dominion Summit at Walnut Remington Clarion Sumter Avent Ferry Creek Place Crossing Square ----------------------------------------------- COMPARISON TO SUBJECT SUBJECT SUBJECT ----------------------------------------------- SUBJECT UNIT ACTUAL ASKING Slightly DESCRIPTION TYPE RENT RENT Superior Similar Similar Similar Similar MIN MAX MEDIAN AVERAGE ----------------------------------------------------------------------------------------------------------------------------------- Monthly Rent 1A10 -THE ASHE $ 626 $ 649 $ 685 $ 541 $ 715 $ 615 $ 565 $ 541 $ 715 $ 615 $ 624 Unit Area (SF) 748 748 700 701 933 696 700 696 933 700 746 Monthly Rent Per Sq. Ft. $ 0.84 $ 0.87 $ 0.98 $ 0.77 $ 0.77 $ 0.88 $ 0.81 $ 0.77 $ 0.98 $ 0.81 $ 0.84 Monthly Rent 2A20 - THE $ 755 $ 799 $ 835 $ 720 $ 815 $ 720 $ 835 $ 815 $ 790 Unit Area (SF) BURKE 1,070 1,070 1,050 963 1,060 963 1,060 1,050 1,024 Monthly Rent Per Sq. Ft. $ 0.71 $ 0.75 $ 0.80 $ 0.75 $ 0.77 $ 0.75 $ 0.80 $ 0.77 $ 0.77 Monthly Rent 2A25 - THE DAVE $ 832 $ 899 $ 895 $ 635 $ 635 $ 895 $ 765 $ 765 Unit Area (SF) 1,224 1,224 1,343 800 800 1,343 1,072 1,072 Monthly Rent Per Sq. Ft. $ 0.68 $ 0.73 $ 0.67 $ 0.79 $0.67 $ 0.79 $ 0.73 $ 0.73 Monthly Rent 3A20 - THE $ 1,096 $ 1,029 $ 1,024 $ 1,037 $1,024 $1,037 $1,031 $ 1,031 Unit Area (SF) FRANKLIN 1,282 1,282 1,100 1,184 1,100 1,184 1,142 1,142 Monthly Rent Per Sq. Ft. $ 0.85 $ 0.80 $ 0.93 $ 0.88 $ 0.88 $ 0.93 $ 0.90 $ 0.90
CONCLUDED MARKET RENTAL RATES AND TERMS Based on this analysis above, the subject's concluded market rental rates and gross rental income is calculated as follows: GROSS RENTAL INCOME PROJECTION
Market Rent Unit Area --------------- Monthly Annual Unit Type Number of Units (Sq. Ft.) Per Unit Per SF Income Income --------------------------------------------------------------------------------------------------- 1A10 -The Ashe 104 748 $ 629 $ 0.84 $ 65,416 $ 784,992 2A20 - The Burke 60 1,070 $ 759 $ 0.71 $ 45,540 $ 546,480 2A25 - The Dave 17 1,224 $ 839 $ 0.69 $ 14,263 $ 171,156 3A20 - The Franklin 20 1,282 $ 1,096 $ 0.85 $ 21,920 $ 263,040 Total $147,139 $1,765,668
PRO FORMA ANALYSIS For purposes of this appraisal, we were provided with income and expense data for the subject property. A summary of this data is presented on the following page. AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 29 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA SUMMARY OF HISTORICAL INCOME & EXPENSES
FISCAL YEAR 2000 FISCAL YEAR 2001 FISCAL YEAR 2002 FISCAL YEAR 2003 ------------------------------------------------------------------------------------------- DESCRIPTION ACTUAL ACTUAL ACTUAL MANAGEMENT BUDGET ------------------------------------------------------------------------------------------- TOTAL PER UNIT TOTAL PER UNIT TOTAL PER UNIT TOTAL PER UNIT ------------------------ ------------------------------------------------------------------------------------------- Revenues Rental Income $1,822,332 $ 9,066 $1,843,700 $ 9,173 $1,704,498 $ 8,480 $ 1,704,536 $ 8,480 Vacancy $ 112,623 $ 560 $ 144,414 $ 718 $ 124,550 $ 620 $ 111,305 $ 554 Credit Loss/Concessions $ 54,885 $ 273 $ 101,627 $ 506 $ 39,022 $ 194 $ 32,100 $ 160 ------------------------------------------------------------------------------------------ Subtotal $ 167,508 $ 833 $ 246,041 $ 1,224 $ 163,572 $ 814 $ 143,405 $ 713 Laundry Income $ 3,752 $ 19 $ 2,012 $ 10 $ 2,995 $ 15 $ 9,312 $ 46 Garage Revenue $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Other Misc. Revenue $ 24,158 $ 120 $ 48,776 $ 243 $ 59,693 $ 297 $ 48,850 $ 243 ------------------------------------------------------------------------------------------ Subtotal Other Income $ 27,910 $ 139 $ 50,788 $ 253 $ 62,688 $ 312 $ 58,162 $ 289 ------------------------------------------------------------------------------------------ Effective Gross Income $1,682,734 $ 8,372 $1,648,447 $ 8,201 $1,603,614 $ 7,978 $ 1,619,293 $ 8,056 ------------------------------------------------------------------------------------------ Operating Expenses Taxes $ 94,297 $ 469 $ 46,734 $ 233 $ 134,881 $ 671 $ 94,775 $ 472 Insurance $ 24,322 $ 121 $ 38,100 $ 190 $ 36,458 $ 181 $ 38,944 $ 194 Utilities $ 65,054 $ 324 $ 63,091 $ 314 $ 71,271 $ 355 $ 63,600 $ 316 Repair & Maintenance $ 102,117 $ 508 $ 107,540 $ 535 $ 95,723 $ 476 $ 86,400 $ 430 Cleaning $ 3,136 $ 16 $ 2,085 $ 10 $ 1,675 $ 8 $ 0 $ 0 Landscaping $ 21,645 $ 108 $ 21,381 $ 106 $ 19,118 $ 95 $ 39,444 $ 196 Security $ 1,946 $ 10 $ 1,263 $ 6 $ 0 $ 0 $ 0 $ 0 Marketing & Leasing $ 43,084 $ 214 $ 28,612 $ 142 $ 31,028 $ 154 $ 34,608 $ 172 General Administrative $ 212,556 $ 1,057 $ 247,034 $ 1,229 $ 213,028 $ 1,060 $ 154,012 $ 766 Management $ 87,825 $ 437 $ 87,695 $ 436 $ 84,210 $ 419 $ 86,400 $ 430 Miscellaneous ($ 14,649) -$ 73 ($ 8,805) -$ 44 ($ 647) -$ 3 $ 0 $ 0 ------------------------------------------------------------------------------------------ Total Operating Expenses $ 641,333 $ 3,191 $ 634,730 $ 3,158 $ 686,745 $ 3,417 $ 598,183 $ 2,976 Reserves $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 ------------------------------------------------------------------------------------------ Net Income $1,041,401 $ 5,181 $1,013,717 $ 5,043 $ 916,869 $ 4,562 $ 1,021,110 $ 5,080 ANNUALIZED 2003 ------------------- DESCRIPTION PROJECTION AAA PROJECTION ---------------------------------------------- TOTAL PER UNIT TOTAL PER UNIT % ----------------------------------------------------------------------- Revenues Rental Income $1,647,396 $ 8,196 $1,765,668 $ 8,784 100.0% Vacancy $ 194,100 $ 966 $ 123,597 $ 615 7.0% Credit Loss/Concessions $ 44,580 $ 222 $ 35,313 $ 176 2.0% ---------------------------------------------- Subtotal $ 238,680 $ 1,187 $ 158,910 $ 791 9.0% Laundry Income $ 9,188 $ 46 $ 6,030 $ 30 0.3% Garage Revenue $ 0 $ 0 $ 0 $ 0 0.0% Other Misc. Revenue $ 41,804 $ 208 $ 48,240 $ 240 2.7% ---------------------------------------------- Subtotal Other Income $ 50,992 $ 254 $ 54,270 $ 270 3.1% ---------------------------------------------- Effective Gross Income $1,459,708 $ 7,262 $1,661,028 $ 8,264 100.0% Operating Expenses Taxes $ 95,300 $ 474 $ 90,450 $ 450 5.4% Insurance $ 72,120 $ 359 $ 35,175 $ 175 2.1% Utilities $ 86,032 $ 428 $ 75,375 $ 375 4.5% Repair & Maintenance $ 153,112 $ 762 $ 100,500 $ 500 6.1% Cleaning $ 5,820 $ 29 $ 3,015 $ 15 0.2% Landscaping $ 39,524 $ 197 $ 40,200 $ 200 2.4% Security $ 0 $ 0 $ 0 $ 0 0.0% Marketing & Leasing $ 60,312 $ 300 $ 35,175 $ 175 2.1% General Administrative $ 230,096 $ 1,145 $ 221,100 $ 1,100 13.3% Management $ 70,648 $ 351 $ 83,051 $ 413 5.0% Miscellaneous $ 0 $ 0 $ 0 $ 0 0.0% ---------------------------------------------- Total Operating Expenses $ 812,964 $ 4,045 $ 684,041 $ 3,403 41.2% Reserves $ 0 $ 0 $ 50,250 $ 250 7.3% ---------------------------------------------- Net Income $ 646,744 $ 3,218 $ 926,736 $ 4,611 55.8% ----------------------------------------------
REVENUES AND EXPENSES The subject's revenue and expense projections are displayed on the previous chart. Rental income is based on the market analysis previously discussed. Other income consists of forfeited deposits, laundry income, late rent payments, month to month fees, pet fees, vending machine revenue, etc. We forecasted the property's annual operating expenses after reviewing its historical performance at the subject property. We analyzed each item of expense and attempted to forecast amounts a typical informed investor would consider reasonable. VACANCY AND COLLECTION LOSS An investor is primarily interested in the annual revenue an income property is likely to produce over a specified period of time, rather than the income it could produce if it were always 100% occupied and all tenants were paying their rent in full and on time. An investor normally expects some income loss as tenants vacate, fail to pay rent, or pay their rent late. We have projected a stabilized vacancy and collection loss rate of 9% based on the subject's historical performance, as well as the anticipated future market conditions. AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 30 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA RESERVES FOR REPLACEMENT "Reserves for replacements" is a contingency account allocated to the expenses of the property to provide for replacement of short-lived items and for unforeseen necessary capital expenditures. We have utilized the Korpacz Real Estate Investor Survey of the national apartment market, which reports a range of replacement reserves between $150 and $400 per unit. For purposes of this analysis, we have included an allowance of $250 per unit for reserves for replacement. CAPITAL EXPENDITURES Capital expenditures represent expenses for immediate repair or replacement of items that have average to long lives. Based on our inspection of the property as well as discussions with property management personnel, there are no major items remaining in need of repair or replacement that would require an expense beyond our reserves for replacement. Therefore an allowance of $250 per unit should be satisfactory in our reserves for replacement to cover future capital expenditures. DISCOUNTED CASH FLOW ANALYSIS As the subject is a multi-tenant income property, the Discounted Cash Flow Method is considered appropriate. This method is especially meaningful in that it isolates the timing of the annual cash flows and discounts them, along with the expected equity reversion, to a present value. The present value of the cash flow is added to the present value of the reversion, resulting in a total property value. INVESTMENT CRITERIA Appropriate investment criteria will be derived for the subject based upon analysis of comparable sales and a survey of real estate investors. The following table summarizes the findings of Korpacz National Investor Survey for the most recent period. KORPACZ NATIONAL INVESTOR SURVEY 1ST QUARTER 2003 NATIONAL APARTMENT MARKET CAPITALIZATION RATES
GOING-IN TERMINAL ----------------------------------------------------- LOW HIGH LOW HIGH ----------------------------------------------------- RANGE 6.00% 10.00% 7.00% 10.00% AVERAGE 8.14% 8.47%
AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 31 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA SUMMARY OF OVERALL CAPITALIZATION RATES
COMP. NO. SALE DATE OCCUP. PRICE/UNIT OAR --------------------------------------------------------------------------------- I-1 Nov-01 98% $61,224 9.43% I-2 Oct-01 90% $38,375 10.63% I-3 Apr-01 92% $61,500 8.70% I-4 Aug-00 89% $47,011 9.38% I-5 Dec-00 83% $51,042 9.47% High 10.63% Low 8.70% Average 9.52%
Based on this information, we have concluded the subject's overall capitalization rate should be 9.50%. The terminal capitalization rate is applied to the net operating income estimated for the year following the end of the holding period. Based on the concluded overall capitalization rate, the age of the property and the surveyed information, we have concluded the subject's terminal capitalization rate to be 10.00%. Finally, the subject's discount rate or yield rate is estimated based on the previous investor survey and an examination of returns available on alternative investments in the market. Based on this analysis, the subject's discount rate is estimated to be 11.50%. HOLDING PERIOD The survey of investors indicates that most investors are completing either 10-year cash flows or extending the analysis to the end of the lease if it is more than 10-years. A 10-year period has been used in the analysis of the subject with the eleventh year stabilized NOI used to determine the reversion. SELLING COSTS Sales of similar size properties are typically accomplished with the aid of a broker and will also incur legal and other transaction related cost. Based on our survey of brokers and a review of institutional investor projections, an allowance of 3.00% of the sale amount is applied. DISCOUNTED CASH FLOW CONCLUSION Discounting the annual cash flows and the equity reversion at the selected rate of 11.50% indicates a value of $9,500,000. In this instance, the reversion figure contributes AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 32 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA approximately 39% of the total value. Investors surveyed for this assignment indicated they would prefer to have the cash flow contribute anywhere from 50% to 60%. Overall, the blend seems reasonable. The cash flow and pricing matrix are located on the following pages. AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 33 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA DISCOUNTED CASH FLOW ANALYSIS LAKE JOHNSON MEWS
YEAR APR-2004 APR-2005 APR-2006 APR-2007 APR-2008 APR-2009 FISCAL YEAR 1 2 3 4 5 6 -------------------------------------------------------------------------------------------------------------- REVENUE Base Rent $1,765,668 $1,765,668 $1,792,153 $1,827,996 $1,882,836 $1,939,321 Vacancy $ 123,597 $ 123,597 $ 125,451 $ 127,960 $ 131,799 $ 135,752 Credit Loss $ 35,313 $ 35,313 $ 35,843 $ 36,560 $ 37,657 $ 38,786 Concessions $ 35,313 $ 26,485 $ 17,922 $ 0 $ 0 $ 0 ------------------------------------------------------------------------ Subtotal $ 194,223 $ 185,395 $ 179,215 $ 164,520 $ 169,455 $ 174,539 Laundry Income $ 6,030 $ 6,030 $ 6,120 $ 6,243 $ 6,430 $ 6,623 Garage Revenue $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Other Misc. Revenue $ 48,240 $ 48,240 $ 48,964 $ 49,943 $ 51,441 $ 52,984 ------------------------------------------------------------------------ Subtotal Other Income $ 54,270 $ 54,270 $ 55,084 $ 56,186 $ 57,871 $ 59,607 EFFECTIVE GROSS INCOME $1,625,715 $1,634,543 $1,668,022 $1,719,662 $1,771,252 $1,824,390 ------------------------------------------------------------------------ OPERATING EXPENSES: Taxes $ 90,450 $ 93,164 $ 95,958 $ 98,837 $ 101,802 $ 104,856 Insurance $ 35,175 $ 36,230 $ 37,317 $ 38,437 $ 39,590 $ 40,777 Utilities $ 75,375 $ 77,636 $ 79,965 $ 82,364 $ 84,835 $ 87,380 Repair & Maintenance $ 100,500 $ 103,515 $ 106,620 $ 109,819 $ 113,114 $ 116,507 Cleaning $ 3,015 $ 3,105 $ 3,199 $ 3,295 $ 3,393 $ 3,495 Landscaping $ 40,200 $ 41,406 $ 42,648 $ 43,928 $ 45,245 $ 46,603 Security $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Marketing & Leasing $ 35,175 $ 36,230 $ 37,317 $ 38,437 $ 39,590 $ 40,777 General Administrative $ 221,100 $ 227,733 $ 234,565 $ 241,602 $ 248,850 $ 256,315 Management $ 81,286 $ 81,727 $ 83,401 $ 85,983 $ 88,563 $ 91,219 Miscellaneous $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 ------------------------------------------------------------------------ TOTAL OPERATING EXPENSES $ 682,276 $ 700,747 $ 720,991 $ 742,701 $ 764,982 $ 787,932 Reserves $ 50,250 $ 51,758 $ 53,310 $ 54,910 $ 56,557 $ 58,254 ------------------------------------------------------------------------ NET OPERATING INCOME $ 893,189 $ 882,039 $ 893,720 $ 922,052 $ 949,713 $ 978,204 ======================================================================== Operating Expense Ratio (% of EGI) 42.0% 42.9% 43.2% 43.2% 43.2% 43.2% Operating Expense Per Unit $ 3,394 $ 3,486 $ 3,587 $ 3,695 $ 3,806 $ 3,920 YEAR APR-2010 APR-2011 APR-2012 APR-2013 APR-2014 FISCAL YEAR 7 8 9 10 11 ----------------------------------------------------------------------------------------------- REVENUE Base Rent $1,997,501 $2,057,426 $2,119,148 $2,182,723 $2,248,205 Vacancy $ 139,825 $ 144,020 $ 148,340 $ 152,791 $ 157,374 Credit Loss $ 39,950 $ 41,149 $ 42,383 $ 43,654 $ 44,964 Concessions $ 0 $ 0 $ 0 $ 0 $ 0 ---------------------------------------------------------- Subtotal $ 179,775 $ 185,168 $ 190,723 $ 196,445 $ 202,338 Laundry Income $ 6,822 $ 7,026 $ 7,237 $ 7,454 $ 7,678 Garage Revenue $ 0 $ 0 $ 0 $ 0 $ 0 Other Misc. Revenue $ 54,574 $ 56,211 $ 57,897 $ 59,634 $ 61,423 ---------------------------------------------------------- Subtotal Other Income $ 61,396 $ 63,238 $ 65,135 $ 67,089 $ 69,101 EFFECTIVE GROSS INCOME $1,879,121 $1,935,495 $1,993,560 $2,053,367 $2,114,968 ---------------------------------------------------------- OPERATING EXPENSES: Taxes $ 108,002 $ 111,242 $ 114,579 $ 118,017 $ 121,557 Insurance $ 42,001 $ 43,261 $ 44,559 $ 45,895 $ 47,272 Utilities $ 90,002 $ 92,702 $ 95,483 $ 98,347 $ 101,298 Repair & Maintenance $ 120,002 $ 123,602 $ 127,310 $ 131,130 $ 135,064 Cleaning $ 3,600 $ 3,708 $ 3,819 $ 3,934 $ 4,052 Landscaping $ 48,001 $ 49,441 $ 50,924 $ 52,452 $ 54,025 Security $ 0 $ 0 $ 0 $ 0 $ 0 Marketing & Leasing $ 42,001 $ 43,261 $ 44,559 $ 45,895 $ 47,272 General Administrative $ 264,005 $ 271,925 $ 280,083 $ 288,485 $ 297,140 Management $ 93,956 $ 96,775 $ 99,678 $ 102,668 $ 105,748 Miscellaneous $ 0 $ 0 $ 0 $ 0 $ 0 ---------------------------------------------------------- TOTAL OPERATING EXPENSES $ 811,570 $ 835,917 $ 860,994 $ 886,824 $ 913,429 Reserves $ 60,001 $ 61,801 $ 63,655 $ 65,565 $ 67,532 ---------------------------------------------------------- NET OPERATING INCOME $1,007,551 $1,037,777 $1,068,910 $1,100,978 $1,134,007 ========================================================== Operating Expense Ratio (% of EGI) 43.2% 43.2% 43.2% 43.2% 43.2% Operating Expense Per Unit $ 4,038 $ 4,159 $ 4,284 $ 4,412 $ 4,544
Gross Residual Sale Price $11,340,071 Deferred Maintenance $ 0 Estimated Stabilized NOI $926,736 Sales Expense Rate 3.00% Less: Sales Expense $ 340,202 Add: Excess Land $ 0 ----------- Months to Stabilized 1 Discount Rate 11.50% Net Residual Sale Price $10,999,869 Other Adjustments $ 0 ----------- Stabilized Occupancy 93.0% Terminal Cap Rate 10.00% PV of Reversion $ 3,703,726 Value Indicated By $ 9,534,848 "DCF" Add: NPV of NOI $ 5,831,122 Rounded $ 9,500,000 ----------- PV Total $ 9,534,848
"DCF" VALUE SENSITIVITY TABLE
DISCOUNT RATE ------------------------------------------------------------------- TOTAL VALUE 11.00% 11.25% 11.50% 11.75% 12.00% ---------------------------- ------------------------------------------------------------------- TERMINAL 9.50% $10,046,921 $9,886,618 $9,729,781 $9,576,322 $9,426,157 CAP RATE 9.75% $ 9,942,360 $9,784,384 $9,629,815 $9,478,570 $9,330,566 10.00% $ 9,843,027 $9,687,260 $9,534,848 $9,385,706 $9,239,754 10.25% $ 9,748,540 $9,594,875 $9,444,513 $9,297,372 $9,153,372 10.50% $ 9,658,552 $9,506,889 $9,358,480 $9,213,245 $9,071,103
AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 34 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA INCOME LOSS DURING LEASE-UP The subject is currently near or at a stabilized condition. Therefore, there is no income loss during lease-up at the subject property. CONCESSIONS Due to softness in the market, concessions have been utilized at the subject property and within the market. Based on our discussions with the subject's property manager and those at competing properties, these concessions are expected to continue in the near term until the market returns to a stabilized level. Concessions have been included as a line item deduction within the discounted cash flow analysis. The present value of these concessions equates to $66,000 (rounded). This amount has been deducted from the Direct Capitalization analysis, as well as the Sales Comparison Approach value. DIRECT CAPITALIZATION METHOD After having projected the income and expenses for the property, the next step in the valuation process is to capitalize the net income into an estimate of value. The selected overall capitalization rate ("OAR") covers both return on and return of capital. It is the overall rate of return an investor expects. After considering the market transactions and the investor surveys, we previously conclude that an overall rate of 9.50% percent is applicable to the subject. The results of our direct capitalization analysis are as follows: AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 35 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA LAKE JOHNSON MEWS
TOTAL PER SQ. FT. PER UNIT %OF EGI REVENUE Base Rent $1,765,668 $ 9.37 $ 8,784 Less: Vacancy & Collection Loss 9.00% $ 158,910 $ 0.84 $ 791 Plus: Other Income Laundry Income $ 6,030 $ 0.03 $ 30 0.36% Garage Revenue $ 0 $ 0.00 $ 0 0.00% Other Misc. Revenue $ 48,240 $ 0.26 $ 240 2.90% ---------- ----------- -------- ---- Subtotal Other Income $ 54,270 $ 0.29 $ 270 3.27% EFFECTIVE GROSS INCOME $1,661,028 $ 8.81 $ 8,264 OPERATING EXPENSES: Taxes $ 90,450 $ 0.48 $ 450 5.45% Insurance $ 35,175 $ 0.19 $ 175 2.12% Utilities $ 75,375 $ 0.40 $ 375 4.54% Repair & Maintenance $ 100,500 $ 0.53 $ 500 6.05% Cleaning $ 3,015 $ 0.02 $ 15 0.18% Landscaping $ 40,200 $ 0.21 $ 200 2.42% Security $ 0 $ 0.00 $ 0 0.00% Marketing & Leasing $ 35,175 $ 0.19 $ 175 2.12% General Administrative $ 221,100 $ 1.17 $ 1,100 13.31% Management 5.00% $ 83,051 $ 0.44 $ 413 5.00% Miscellaneous $ 0 $ 0.00 $ 0 0.00% TOTAL OPERATING EXPENSES $ 684,041 $ 3.63 $ 3,403 41.18% Reserves $ 50,250 $ 0.27 $ 250 3.03% ---------- ----------- -------- ---- NET OPERATING INCOME $ 926,736 $ 4.92 $ 4,611 55.79% "GOING IN" CAPITALIZATION RATE 9.50% VALUE INDICATION $9,755,121 $ 51.77 $ 48,533 PV OF CONCESSIONS ($ 66,000) "AS IS" VALUE INDICATION (DIRECT CAPITALIZATION APPROACH) $9,689,121 ROUNDED $9,700,000 $ 51.48 $ 48,259
AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 36 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA DIRECT CAPITALIZATION VALUE SENSITIVITY TABLE
CAP RATE VALUE ROUNDED $/UNIT $/SF ----------------------------------------------------------------- 8.75% $10,525,274 $10,500,000 $ 52,239 $55.72 9.00% $10,231,072 $10,200,000 $ 50,746 $54.13 9.25% $ 9,952,773 $10,000,000 $ 49,751 $53.07 9.50% $ 9,689,121 $ 9,700,000 $ 48,259 $51.48 9.75% $ 9,438,990 $ 9,400,000 $ 46,766 $49.88 10.00% $ 9,201,365 $ 9,200,000 $ 45,771 $48.82 10.25% $ 8,975,332 $ 9,000,000 $ 44,776 $47.76
CONCLUSION BY THE DIRECT CAPITALIZATION METHOD Applying the capitalization rate to our estimated NOI results in an estimated value of $9,700,000. CORRELATION AND CONCLUSION BY THE INCOME APPROACH The two methods used to estimate the market value of the subject property by the income approach resulted in the following indications of value: Discounted Cash Flow Analysis $9,500,000 Direct Capitalization Method $9,700,000 Giving consideration to the indicated values provided by both techniques, we have concluded the estimated value by the income capitalization approach to be $9,500,000. AMERICAN APPRAISAL ASSOCIATES, INC. RECONCILIATION AND CONCLUSION PAGE 37 LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA RECONCILIATION AND CONCLUSION This appraisal was made to express an opinion as of the Market Value of the fee simple estate in the property. AS IS MARKET VALUE OF THE FEE SIMPLE ESTATE
Cost Approach Not Utilized Sales Comparison Approach $9,200,000 Income Approach $9,500,000 Reconciled Value $9,500,000
The Direct Capitalization Method is considered a reliable indicator of value. Income and expenses were estimated and projected based on historical operating statements and market oriented expenses. This method is primarily used by investors in their underwriting analysis. Furthermore, there was good support for an overall rate in the Direct Capitalization Method. The Sales Comparison Approach to value supported the value conclusion by the Income Approach and was given secondary consideration. Investment-grade, income-producing properties such as the subject are not typically traded based on cost. Therefore, the Cost Approach has not been considered in our valuation. FINAL VALUE - FEE SIMPLE ESTATE Based on the investigation and premise outlined, it is our opinion that as of May 12, 2003 the market value of the fee simple estate in the property is: $9,500,000 AMERICAN APPRAISAL ASSOCIATES, INC. ADDENDA LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA ADDENDA AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT A LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA EXHIBIT A SUBJECT PHOTOGRAPHS AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT A LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA SUBJECT PHOTOGRAPHS [PICTURE] [PICTURE] EXTERIOR - PROPERTY SIGN EXTERIOR - OFFICE [PICTURE] [PICTURE] INTERIOR - OFFICE EXTERIOR - APARTMENT UNIT [PICTURE] [PICTURE] EXTERIOR - APARTMENT UNIT EXTERIOR - APARTMENT UNIT AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT A LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA SUBJECT PHOTOGRAPHS [PICTURE] [PICTURE] INTERIOR - TYPICAL UNIT INTERIOR - TYPICAL KITCHEN [PICTURE] [PICTURE] EXTERIOR - TYPICAL BALCONY EXTERIOR - SWIMMING POOL [PICTURE] [PICTURE] EXTERIOR - MAINTENANCE BUILDING INTERIOR - LAUNDRY FACILITY AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT B LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA EXHIBIT B SUMMARY OF RENT COMPARABLES AND PHOTOGRAPH OF COMPARABLES AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT B LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA PHOTOGRAPHS OF COMPARABLE SALE PROPERTIES COMPARABLE I-1 COMPARABLE I-2 COMPARABLE I-3 CALIBRE CHASE CARDINAL WOODS TREYBROOKE 231 Calibre Chase Drive 1331 Wicklow Drive 201 Treybrooke Raleigh, North Carolina Cary, North Carolina Raleigh, North Carolina [PICTURE] [PICTURE] [PICTURE] COMPARABLE I-4 COMPARABLE I-5 OXFORD SQUARE OAK HOLLOW 1000 Village Greenway 100 Kempwood Drive Raleigh, North Carolina Raleigh, North Carolina [PICTURE] [PICTURE] AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT B LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA SUMMARY OF COMPARABLE RENTAL PROPERTIES
COMPARABLE DESCRIPTION SUBJECT R - 1 ----------- ------- ---------- Property Name Lake Johnson Mews Summit at Avent Ferry Management Company AIMCO Northland Investment Corp. LOCATION: Address 4233 Avent Ferry Road 1025 Avent Hill City, State Raleigh, North Carolina Ralegh, North Carolina County Wake Wake Proximity to Subject 0.50 mile east of the subject PHYSICAL CHARATERISTICS: Net Rentable Area (SF) 188,440 193,200 Year Built 1972 1985 Effective Age 25 18 Building Structure Type Wood/Vinyl siding walls; composition Brick and wood/vinyl siding walls; composition shingle roof shingle roof Parking Type (Gr., Cov., etc.) Open Open Number of Units 201 222 Unit Mix: Type Unit Qty. Mo. Rent Type Unit Qty. Mo. 1 1A10 - The Ashe 748 104 $ 626 1 1BD/1BH - Type 1 700 80 $685 2 2A20 - The Burke 1,070 60 $ 755 1BD/1BH - Type 2 880 70 $740 3 2A25 - The Dave 1,224 17 $ 832 2 2BD/2BH 1,050 72 $835 4 3A20 - The Franklin 1,282 20 $1,096 Average Unit Size (SF) 938 870 Unit Breakdown: Efficiency 0% 2-Bedroom 38% Efficiency 0% 2-Bedroom 32% 1-Bedroom 52% 3-Bedroom 10% 1-Bedroom 68% 3-Bedroom 0% CONDITION: Average Average APPEAL: Average Average AMENITIES: Unit Amenities Attach. Garage X Vaulted Ceiling Attach. Garage Vaulted Ceiling X Balcony X Balcony X Fireplace X Fireplace X Cable TV Ready X Cable TV Ready Project Amenities X Swimming Pool X Swimming Pool Spa/Jacuzzi Car Wash X Spa/Jacuzzi X Car Wash Basketball Court BBQ Equipment X Basketball Court BBQ Equipment Volleyball Court Theater Room Volleyball Court Theater Room Sand Volley Ball Meeting Hall Sand Volley Ball Meeting Hall X Tennis Court Secured Parking X Tennis Court Secured Parking Racquet Ball X Laundry Room Racquet Ball Laundry Room X Jogging Track Business Office X Jogging Track Business Office Gym Room X Gym Room OCCUPANCY: 91% 86% LEASING DATA: Available Leasing Terms 6 to 18 Months 6 to 12 Months Concessions $400 of 1st months rent with a 12-month lease None Pet Deposit $250 with $150 non-refundable $100 Utilities Paid by Tenant: X Electric X Natural Gas X Electric X Natural Gas Water Trash Water Trash Confirmation Kellie Goldberg Property Manager Lisa Silver Telephone Number 919-851-3200 919-859-1700 NOTES: None COMPARISON TO SUBJECT: Slightly Superior COMPARABLE COMPARABLE DESCRIPTION R - 2 R - 3 ----------- ---------- ---------- Property Name Dominion Walnut Creek Remington Place Management Company United Dominion Realty Trust Cornerstone Realty LOCATION: Address 3201 Waslnut Creek Parkway 1909 Eyrie Court City, State Ralegh, North Carolina Ralegh, North Carolina County Wake Wake Proximity to Subject 0.50 mile southeast of the subject 0.75 mile southeast of the subject PHYSICAL CHARATERISTICS: Net Rentable Area (SF) 478,680 256,216 Year Built 1985 1985 Effective Age 18 18 Building Structure Type Brick and wood/vinyl siding walls; Wood/Vinyl siding walls; composition composition shingle roof shingle roof Parking Type (Gr., Cov., etc.) Open Open Number of Units 576 136 Unit Mix: Type Unit Qty. Mo. Type Unit Qty. Mo. 1 1BD/1BH - Type 1 670 128 $ 494 1 1BD/1BH - Type 1 933 42 $715 1 1BD/1BH - Type 2 720 208 $ 570 1BD/1BH - Type 2 1,093 30 $765 2 2BD/2BH - Type 1 955 104 $ 670 3 2BD/2BH - Type 1 1,343 40 $895 2 2BD/2BH - Type 2 970 104 $ 770 2BD/2BH - Type 2 1,414 24 $965 4 3BD/2BH 1,100 32 $1,024 818 1,174 Average Unit Size (SF) Efficiency 0% 2-Bedroom 36% Efficiency 0% 2-Bedroom 47% Unit Breakdown: 1-Bedroom 58% 3-Bedroom 6% 1-Bedroom 53% 3-Bedroom 0% Average Average CONDITION: Average Average APPEAL: AMENITIES: Attach. Garage X Vaulted Ceiling Attach. Garage Vaulted Ceiling Unit Amenities X Balcony X X Balcony X Fireplace X Fireplace X Cable TV Ready X Cable TV Ready Project Amenities X Swimming Pool X Swimming Pool X Spa/Jacuzzi Car Wash Spa/Jacuzzi Car Wash X Basketball Court BBQ Equipment Basketball Court BBQ Equipment X Volleyball Court Theater Room Volleyball Court Theater Room Sand Volley Ball Meeting Hall Sand Volley Ball Meeting Hall X Tennis Court Secured Parking X Tennis Court Secured Parking Racquet Ball X Laundry Room Racquet Ball Laundry Room X Jogging Track Business Office Jogging Track X Business Office X Gym Room X Gym Room OCCUPANCY: 92% 99% LEASING DATA: Available Leasing Terms 6 to 12 Months 6 to 12 Months Concessions Move-in special of $399 for 1st 2-months Reduced rents ($50 to $75 off) Pet Deposit $450 $300 Utilities Paid by Tenant: X Electric X Natural Gas X Electric X Natural Gas X Water X Trash X Water Trash Confirmation Mara Brown Jennifer Byrd Telephone Number 919-851-5115 919-851-2211 NOTES: None None COMPARISON TO SUBJECT: Similar Similar COMPARABLE COMPARABLE DESCRIPTION R - 4 R - 5 ----------- ---------- ---------- Property Name Clarion Crossing Sumter Square Management Company Cornerstone Realty Drucker & Falk LLC LOCATION: Address 1141 Crab Orchard Drive 613 Charleston Road City, State Ralegh, North Carolina Ralegh, North Carolina County Wake Wake Proximity to Subject 0.75 mile east of the subject 0.90 mile northwest of the subject PHYSICAL CHARATERISTICS: Net Rentable Area (SF) 208,888 368,800 Year Built 1972 1970 Effective Age 31 33 Building Structure Type Wood/Vinyl siding walls; composition Brick and wood/vinyl siding walls; composition shingle roof shingle Parking Type (Gr., Cov., etc.) Open Open Number of Units 260 391 Unit Mix: Type Unit Qty. Mo. Type Unit Qty. Mo. 1EFF 420 40 $ 399 1 1BD/1BH 700 50 $565 1BD/1BH - Type 1 562 20 $ 499 3 2BD/1BH 800 96 $635 1 1BD/1BH - Type 2 606 20 $ 560 2BD/1.5BH - Type 1 1,000 86 $665 1 1BD/1BH - Type 3 706 20 $ 595 2BD/1.5BH - Type 2 1,050 78 $695 1 1BD/1BH - Type 4 776 20 $ 690 3BD/2BH 1,100 81 $760 2BD/1BH 880 60 $ 599 2 2BD/1.5BH 1,100 48 $ 790 2 2BD/2BH 964 20 $ 875 4 3BD/2BH 1,184 12 $1,037 Average Unit Size (SF) 803 943 Unit Breakdown: Efficiency 15% 2-Bedroom 49% Efficiency 0% 2-Bedroom 66% 1-Bedroom 31% 3-Bedroom 5% 1-Bedroom 13% 3-Bedroom 21% CONDITION: Average Average APPEAL: Average Average AMENITIES: Unit Amenities Attach. Garage X Vaulted Ceiling Attach. Garage Vaulted Ceiling X Balcony X Balcony Fireplace Fireplace X Cable TV Ready X Cable TV Ready Project Amenities X Swimming Pool X Swimming Pool Spa/Jacuzzi Car Wash Spa/Jacuzzi Car Wash Basketball Court BBQ Equipment Basketball Court BBQ Equipment Volleyball Court Theater Room Volleyball Court Theater Room Sand Volley Ball Meeting Hall Sand Volley Ball Meeting Hall Tennis Court Secured Parking X Tennis Court Secured Parking Racquet Ball Laundry Room Racquet Ball X Laundry Room Jogging Track Business Office Jogging Track Business Office Gym Room X Gym Room OCCUPANCY: 90% 86% LEASING DATA: Available Leasing Terms 3 to 15 Months 6 to 12 Months Concessions Reduced rents Reduced rents ($30 off market rent) Pet Deposit $300 $200 Utilities Paid by Tenant: X Electric X Natural Gas X Electric X Natural Gas X Water Trash Water Trash Confirmation Leasing agent Sara McClure Telephone Number 919-851-1910 919-851-3343 NOTES: None None COMPARISON TO SUBJECT: Similar Similar
AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT B LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA PHOTOGRAPHS OF COMPARABLE RENT PROPERTIES COMPARABLE R-1 COMPARABLE R-2 COMPARABLE R-3 SUMMIT AT AVENT FERRY DOMINION WALNUT CREEK REMINGTON PLACE 1025 Avent Hill 3201 Waslnut Creek Parkway 1909 Eyrie Court Ralegh, North Carolina Ralegh, North Carolina Ralegh, North Carolina [PICTURE] [PICTURE] [PICTURE] COMPARABLE R-4 COMPARABLE R-5 CLARION CROSSING SUMTER SQUARE 1141 Crab Orchard Drive 613 Charleston Road Ralegh, North Carolina Ralegh, North Carolina [PICTURE] [PICTURE] AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT C LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA EXHIBIT C ASSUMPTIONS AND LIMITING CONDITIONS (3 PAGES) AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT C LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA No responsibility is assumed for matters legal in nature. No investigation has been made of the title to or any liabilities against the property appraised. In this appraisal, it is presumed that, unless otherwise noted, the owner's claim is valid, the property rights are good and marketable, and there are no encumbrances which cannot be cleared through normal processes. To the best of our knowledge, all data set forth in this report are true and accurate. Although gathered from reliable sources, no guarantee is made nor liability assumed for the accuracy of any data, opinions, or estimates identified as being furnished by others which have been used in formulating this analysis. Land areas and descriptions used in this appraisal were obtained from public records and have not been verified by legal counsel or a licensed surveyor. No soil analysis or geological studies were ordered or made in conjunction with this report, nor were any water, oil, gas, or other subsurface mineral and use rights or conditions investigated. Substances such as asbestos, urea-formaldehyde foam insulation, other chemicals, toxic wastes, or other potentially hazardous materials could, if present, adversely affect the value of the property. Unless otherwise stated in this report, the existence of hazardous substance, which may or may not be present on or in the property, was not considered by the appraiser in the development of the conclusion of value. The stated value estimate is predicated on the assumption that there is no material on or in the property that would cause such a loss in value. No responsibility is assumed for any such conditions, and the client has been advised that the appraiser is not qualified to detect such substances, quantify the impact on values, or develop the remedial cost. No environmental impact study has been ordered or made. Full compliance with applicable federal, state, and local environmental regulations and laws is assumed unless otherwise stated, defined, and considered in the report. It is also assumed that all required licenses, consents, or other legislative or administrative authority from any local, state, or national government or private entity organization either have been or can be obtained or renewed for any use which the report covers. AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT C LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA It is assumed that all applicable zoning and use regulations and restrictions have been complied with unless a nonconformity has been stated, defined, and considered in the appraisal report. Further, it is assumed that the utilization of the land and improvements is within the boundaries of the property described and that no encroachment or trespass exists unless noted in the report. The Americans with Disabilities Act ("ADA") became effective January 26, 1992. We have not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property together with a detailed analysis of the requirements of the ADA could reveal that the property is not in compliance with one or more of the requirements of the act. If so, this fact could have a negative effect on the value of the property. Since we have no direct evidence relating to this issue, we did not consider the possible noncompliance with the requirements of ADA in estimating the value of the property. We have made a physical inspection of the property and noted visible physical defects, if any, in our report. This inspection was made by individuals generally familiar with real estate and building construction. However, these individuals are not architectural or structural engineers who would have detailed knowledge of building design and structural integrity. Accordingly, we do not opine on, nor are we responsible for, the structural integrity of the property including its conformity to specific governmental code requirements, such as fire, building and safety, earthquake, and occupancy, or any physical defects which were not readily apparent to the appraiser during the inspection. The value or values presented in this report are based upon the premises outlined herein and are valid only for the purpose or purposes stated. The date of value to which the conclusions and opinions expressed apply is set forth in this report. The value opinion herein rendered is based on the status of the national business economy and the purchasing power of the U.S. dollar as of that date. Testimony or attendance in court or at any other hearing is not required by reason of this appraisal unless arrangements are previously made within a reasonable time in advance for AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT C LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA such testimony, and then such testimony shall be at American Appraisal Associates, Inc.'s, prevailing per diem for the individuals involved. Possession of this report or any copy thereof does not carry with it the right of publication. No portion of this report (especially any conclusion to use, the identity of the appraiser or the firm with which the appraiser is connected, or any reference to the American Society of Appraisers or the designations awarded by this organization) shall be disseminated to the public through prospectus, advertising, public relations, news, or any other means of communication without the written consent and approval of American Appraisal Associates, Inc. AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT D LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA EXHIBIT D CERTIFICATE OF APPRAISER (1 PAGE) AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT D CERTIFICATE OF APPRAISER I certify that, to the best of my knowledge and belief: The statements of fact contained in this report are true and correct. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and represent the unbiased professional analyses, opinions, and conclusions of American Appraisal Associates, Inc. American Appraisal Associates, Inc. and I personally, have no present or prospective interest in the property that is the subject of this report and have no personal interest or bias with respect to the parties involved. Compensation for American Appraisal Associates, Inc. is not contingent on an action or event resulting from the analyses, opinions, or conclusions in, or the use of, this report. The analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Uniform Standards of Professional Appraisal Practice and the Code of Professional Ethics and the Standards of Professional Practice of the Appraisal Institute. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. I personally did not inspect the subject property. Jimmy Pat James, MAI and J. Chad Walker provided significant real property appraisal assistance in the preparation of this report. I am currently in compliance with the Appraisal Institute's continuing education requirements. -s- Frank Fehribach ------------------------------------- Frank Fehribach, MAI Managing Principal, Real Estate Group North Carolina Temporary Practice Permit #2578 AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT E LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA EXHIBIT E QUALIFICATIONS OF APPRAISER (2 PAGES) AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT E LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA FRANK A. FEHRIBACH, MAI MANAGING PRINCIPAL, REAL ESTATE GROUP POSITION Frank A. Fehribach is a Managing Principal for the Dallas Real Estate Group of American Appraisal Associates, Inc. ("AAA"). EXPERIENCE Valuation Mr. Fehribach has experience in valuations for resort hotels; Class A office buildings; Class A multifamily complexes; industrial buildings and distribution warehousing; multitract mixed-use vacant land; regional malls; residential subdivision development; and special-purpose properties such as athletic clubs, golf courses, manufacturing facilities, nursing homes, and medical buildings. Consulting assignments include development and feasibility studies, economic model creation and maintenance, and market studies. Mr. Fehribach also has been involved in overseeing appraisal and consulting assignments in Mexico and South America. Business Mr. Fehribach joined AAA as an engagement director in 1998. He was promoted to his current position in 1999. Prior to that, he was a manager at Arthur Andersen LLP. Mr. Fehribach has been in the business of real estate appraisal for over ten years. EDUCATION University of Texas - Arlington Master of Science - Real Estate University of Dallas Master of Business Administration - Industrial Management Bachelor of Arts - Economics AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT E LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA STATE CERTIFICATIONS State of Arizona, Certified General Real Estate Appraiser, #30828 State of Arkansas, State Certified General Appraiser, #CG1387N State of Colorado, Certified General Appraiser, #CG40000445 State of Georgia, Certified General Real Property Appraiser, #218487 State of Michigan, Certified General Appraiser, #1201008081 State of Texas, Real Estate Salesman License, #407158 (Inactive) State of Texas, State Certified General Real Estate Appraiser, #TX-1323954-G PROFESSIONAL Appraisal Institute, MAI Designated Member Candidate AFFILIATIONS Member of the CCIM Institute pursuing Certified Commercial Investment Member (CCIM) designation PUBLICATIONS "An Analysis of the Determinants of Industrial Property -authored with Dr. Ronald C. Rutherford and Dr. Mark Eakin, The Journal of Real Estate Research, Vol . 8, No. 3, Summer 1993, p. 365. AMERICAN APPRAISAL ASSOCIATES, INC. LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA GENERAL SERVICE CONDITIONS AMERICAN APPRAISAL ASSOCIATES, INC. LAKE JOHNSON MEWS, RALEIGH, NORTH CAROLINA GENERAL SERVICE CONDITIONS The services(s) provided by AAA will be performed in accordance with professional appraisal standards. Our compensation is not contingent in any way upon our conclusions of value. We assume, without independent verification, the accuracy of all data provided to us. We will act as an independent contractor and reserve the right to use subcontractors. All files, workpapers or documents developed by us during the course of the engagement will be our property. We will retain this data for at least five years. Our report is to be used only for the specific purpose stated herein; and any other use is invalid. No reliance may be made by any third party without our prior written consent. You may show our report in its entirety to those third parties who need to review the information contained herein. No one should rely on our report as a substitute for their own due diligence. We understand that our reports will be described in public tender offer documents distributed to limited partners. We reserve the right to review the public tender offer documents prior to their issuance to confirm that disclosures of facts from the current appraisals are accurate. No reference to our name or our report, in whole or in part, in any other SEC filing or private placement memorandum you prepare and/or distribute to third parties may be made without our prior written consent. The Tender Offer Partnerships, as that term is defined in the Settlement Agreement, agree to indemnify and hold us harmless against and from any and all losses, claims, actions, damages, expenses or liabilities, including reasonable attorneys' fees, to which we may become subject in connection with this engagement except where such losses, claims, actions, damages, expenses or liabilities, including reasonable attorney's fees, arise or result from AAA's misconduct, bad faith or negligence. Co-Clients will not be liable for any of our acts or omissions. AAA is an equal opportunity employer.