Mortgage Payable - Valley View Center 1 2 3 2,180,562.83
Mortgage Payable - ABC 4,516,098.68
Mortgage Payable - Skyway 3,229,332.97
Mortgage Payable - Jupiter North 1,818,577.93
Mortgage Payable - Jupiter South 5,244,954.45
Mortgage Payable - Waters Ridge Tech II 3,253,440.55
Mortgage Payable - Waters Ridge Tech III 7,325,948.89
Mortgage Payable - Tollway 4,161,147.09
TOTAL MORTGAGE NOTES PAYABLES 57,232,435.48 LINE OF CREDIT Line of credit - JP Morgan Chase 2,983,330.00 TOTAL LINE OF CREDIT 2,983,330.00 TOTAL NOTES 60,215,765.48
PAYABLE
TOTAL ACCOUNTS PAYABLE 1,184,535.14
1031 Gain
Period = Jun 2024
EQUITY
The Dallas Foundation76,762.03
Craig Kennington CCC Trust3,065,978.73
Clark Kennington CCC Trust3,065,980.66
Clayton Kennington CCC Trust3,065,979.68
OWNER DISTRIBUTIONS
Capital Distributions - Craig Kennington CCC Trust -9,273,574.76
Capital Distributions - Clark Kennington CCC Trust -9,273,574.76
Capital Distributions - Clayton Kennington CCC Trust -9,273,574.76
Capital Distributions - The Dallas Foundation -1,031,646.64
TOTAL OWNER DISTRIBUTIONS -28,852,370.92
Retained Earnings 35,145,632.15
Prior Years Retained Earnings -5,318,227.99
TOTAL EQUITY 10,249,734.34
TOTAL LIABILITIES AND EQUITY 84,254,263.17
PROPERTY MANAGEMENT & ACCOUNTING REPORTS
Kennington Property Holdings Budget Comparison
PROPERTY MANAGEMENT & ACCOUNTING REPORTS
DB Caption: live Property: .kphfees Status: Current Age As Of: 06/30/2024 Post To: 06/2024 Summary By: Property
UserId : steve@kenningtoncommercial.com Date : 7/23/2024 Time : 3:53 PM
PROPERTY MANAGEMENT & ACCOUNTING REPORTS
GENERAL LEDGER
PROPERTY MANAGEMENT & ACCOUNTING REPORTS
5/23/2024
5/23/2024
5/23/2024
6/19/2024
6/4/2024
Reconciliation Report 6/30/2024 Posted by: sdobbs on 7/1/2024
742535161
6/5/2024
6/7/2024
Deposits
Reconciliation Report 6/30/2024 Posted by: sdobbs on 7/1/2024
742535161
6/10/2024
6/27/2024
Tollway-Operating
Posted by: sdobbs on 7/1/2024
7/1/2024
Reconciliation Report 6/30/2024 Posted by: sdobbs on 7/1/2024
PROPERTY MANAGEMENT & ACCOUNTING REPORTS
RENT ROLL
RENT ROLL
JULY 2024
KENNINGTON PROPERTY HOLDINGS
PROPERTY MANAGEMENT & ACCOUNTING REPORTS
MANAGEMENT FEE CALCULATION
Management Fee Register Summary
Property
Fee
ASSET MANAGEMENT REPORTS
ASSET MANAGEMENT REPORTS
KPH CASH FLOW SUMMARY
KPH Cash Flow Projections Summary
ASSET MANAGEMENT REPORTS
CASH FLOW PROJECTIONS
SUMMARY
49 A pha Business Center 47,36644,62840,02452,39041,76261,29853,15153,15158,75958,85158,851
Sent proposal. $14 starting rate with 4% annual escalations and $50/SF in TI.
4/15/24
5/13/24
6/3/24
Carrier/ Jay Lucas (CW)
6/13/24
7/15/24
Received counter proposal. $13.50 starting rate, 5 months free base rent, and turnkey TI.
Sent construction estimate. Low bid was $276,602
Theyaremovingforward withthemoveinready option.
Toured. Expecting RFP soon. Similar layout to Pixl.
Spoke with Jay. He said Carrier is very interested in the space. They are determining how much RSF they will need now and in the next 5 years. They should be ready to move forward soon.
1219 Digital 140 2,9937/18/22 Leased to Versar 1219 Digital110 2,99210/1/22 Leased to Direct Line 1217 Digital100 3,8723/30/23Talley-Riggins Expansion 110825,43711/10/23 PNC Renewal
LEASED SUITE 100 - 10,008 RSF RACKMOUNT 8/31/2027
LEASED SUITE 800- 12,632 RSF BRINKS 12/31/2026 LEASED SUITE 6007,136 RSF M4 SPECIALTY 12/31/2026 LEASED SUITE 5505,024 RSF C&W SPECIALISTS 8/31/2026 LEASED SUITE 5007,680 RSF TNT SPA MOVERS 8/31/2027 LEASED SUITE 4004,800 RSF EXTRAVAGANZA 12/31/2025 LEASED SUITE 3007,200 RSF HISCO 9/30/2025 LEASED SUITE 2004,800 RSF PLANO DATA 7/31/2025 LEASED SUITE 7007,193 RSF MIDLAND TOWER 2/29/2028
20252026 2027 2028 2029 2030 VACANT
1200 PLACID AVENUE, PLANO, TX 75074 as of 6/30/24
Leasing Activity Report
RESEARCH CENTER
Leasing Activity Report
Adaptive 3D (7/31/24)2600 Research300 8,924
2/2/24
2/8/24
3/18/24
Currently paying $13.20 Net psfreaching out to them to discuss renewal
Sent them 3 year proposal starting at $13.50 and 5 year at $13.00
Proposal being discussed with the parent company. Expect response soon.
Management is reviewing the renewal terms. They were waiting till after their earnings call last week to dive into it.
4/15/24
5/15/24
The 5 year renewal is back on the table. 61 months, $13 starting rate with 4% annual escalations. As-is deal.
Renewal Amendment out for execution. 61 months 1 month free, $13 starting rate with 4% annual escalations. As-is deal. They are going to renew and sign, it is just taking some time working up the ladder. Regarding the entity status, they are currently determining whether they want to reinstate Adaptive 3D or file with the parent company, Desktop Metal
6/10/24
7/1/24
We were notified that Adaptive replaced their local facility manager and the new one says they are consolidating into their other building in Richardson. We are actively marketing their space.
Sent proposal. 61 months, 1 month free, $12.70 NNN with 4% annual escalations, minimal TI.
Meeting scheduled with power company on Friday.
Oncor agreed to add the necessary power. The scope has changed in the interim though and they might need more space now. They are considering suite 700 at 2600 Tech as well now.
Reached out to them to see if they need more space. Provided them plan of what could be available next door. Paying $13.50 Net
8/17/23
10/12/23
10/24/23
11/28/23
There is interest in more space, but they have to complete a full strategic analysis and could take a couple of months
They want to tour the space with the head of customer serviceworking on setting this up
Walked their space and Horizon Health space. Meeting with architect 11/10 to start planning for potential expansion.
Sent the tenant the plan - it would provide them an additional 5,012 sf
1/9/24Followed up with them
2/19/24 The expansion is on hold right now
PROSPECTIVETENANTS
Call Center for large pharmacy group/ CW
Waters Ridge II100 22,1525/21/24Toured. Waiting on RFP.
6/10/24
7/10/24
VACANCIES
RECENTLYLEASED
They found a move in ready option with whs. That is the frontrunner at the moment. They said they would circle back to Waters Ridge if they hit a snag. Hoya Optical Labs
1. Beneficial Ownership Information (“BOI”) reporting under CTA went into effect January 1, 2024, despite numerous calls for delaying the effective date of this new law.
2. The U.S. Dept. of Treasury and Financial Crimes Enforcement Network (FinCEN) did provide a reprieve for 2024 created companies to 90 calendar days instead of the initial 30day period to file its initial BOI report. This applies to new companies in 2024 only, and not for any years beyond 2024.
3. Any change in the initial reported information in the initial BOI or its beneficial owners, including change of addresses, requires the filing of a new BOI within 30 days of the changes.
4. There are still unresolved issues to be resolved. There are too many to list here.
5. CPAs are generally not filing these reports because of “unauthorized practice of law” concerns that have still not been resolved in many states.
KPH PROPERTY TAX RESERVE ANALYSIS
ASSET MANAGEMENT REPORTS
NEW BUSINESS
TREEPOINT PLAZA UPDATE
JULY 30, 2024
EFFECTIVE DATE 7/11/2024
EARNEST MONEY DUE 7/16/2024
DELIVERY PERIOD EXPIRES 8/1/2024
INSPECTION PERIOD EXPIRES 8/26/2024
CLOSING 10/30.2024
SELLER:
PSA requirements have been provided
LENDER:
Lender packages being assembled
BUYER:
Phase 1 ESA draft provided by Partners 7/29
PSA eta 8/5
Getting quotes for elevator inspection (Bagby $960; TK Elevator TBD)
Application is hereby made to you, Liberty Capital Bank (“Lender”), for a loan or loans (the "Loan") as follows:
Property Name: Treepoint Plaza
Property Type: Office Building
Borrower: Borrower shall be TBD (SPE to be formed)
Guarantor: The loan shall be fully recourse as to principal and interest to Borrower, general partner, limited partners(s) and individual principal(s) and each of the foregoing shall also be liable for customary carve-outs, including environmental issues (both onsite and offsite), building law compliance, fraud, material misrepresentation, etc.
Loan Amount: $5,080,000 In no event shall the Loan Amount exceed 65% loan to value pursuant to a Lender approved appraisal.
• $5,080,000 total loan commitment
• $2,120,000 initial funding subject to 45% LTC / LTV (as is) and a 1.00x DSC (amortizing) based on in-place NOI
• $2,960,000 holdback for capex, leasing, and performance earnout subject to 65% LTV (stabilized) and the following hurdles:
*DSC calculations for earnout requests will assume a fully funded loan amount
Term: 60 months from the first disbursement of the loan.
Interest Rate: As used herein, the term "Contract Interest Rate" shall mean the rate of interest equal to 3.25% per annum in excess of the five (5) year U.S. Treasury Note (the Spread). Notwithstanding the foregoing, the rate ceiling will be 7.75% and the rate floor will be 7.25%. Lender shall lock the Contract Interest Rate at loan closing.
Purpose: The purpose of the loan is to acquire and renovate the Project.
Lender Fee: $50,800 (1.00%) due at closing.
Prepayment: The loan may be prepaid in whole, but not in part, upon payment of the following prepayment premiums:
1st month through 12th month a prepayment premium of 3.00% of the outstanding principal loan balance.
Treepoint Plaza
13th month through 24th month a prepayment premium of 2.00% of the outstanding principal loan balance.
25th month through 36th month a prepayment premium of 1.00% of the outstanding principal loan balance.
Thereafter the loan may be prepaid at par.
Repayment: The loan shall be for a term to maturity of five (5) years, payable in fifty-nine (59) consecutive monthly payments based on a twenty-five (25) year amortization, and a final payment of all unpaid principal plus accrued interest at maturity.
The first twenty-four (24) months shall be interest only.
Collateral:
Insurance:
Reporting
Requirements:
1. 1st lien deed of trust on fee simple interest in the Project, known as Treepoint Plaza, consisting of approximately 48,968 net rentable square feet on approximately 2.30 acres located at 16901 Dallas Pkwy, Addison, TX 75001;
2. 1st priority security interest in all personal property associated with the Project.
3. Assignment of Rents and Leases (and all security deposits and proceeds) in the Project.
4. Assignment and subordination of all management, leasing, maintenance and other contracts associated with the ownership and operation of the Project.
Borrower shall furnish proof of property and liability insurance coverage in form and content as outlined in the Commercial Real Estate General Insurance Requirements attached hereto.
Financial Statements: Borrower shall furnish an annual financial statement within sixty (60) days after the end of each fiscal year.
Guarantor shall furnish an annual financial statement within sixty (60) days after the end of each fiscal year
Tax Returns: Borrower shall furnish a copy of the business and individual tax returns of Borrower, general partner and all principals by November 1 following each tax year (fifteen (15) days after the October 15 filing extension deadline)
Operating Statements: Borrower shall furnish a certified operating report and operating statements in a form acceptable to Lender no later with fifteen (15) days after the end of each calendar quarter
Rent Roll: A certified rent roll will be due within fifteen (15) days after the end of each calendar quarter
Other Requirements: The following must be provided to and approved by Lender prior to loan closing:
a. Third Party Phase I Environmental site assessment;
b. Third Party property condition report with 10-year schedule of projected repairs;
c. Third Party Appraisal;
d. Title Policy (provided by a title company acceptable to Lender);
e. TLT or ALTA Survey, certified to Lender and title company;
f. Copies of Leases;
g. Financial statements from Borrower, general partner and principals, with dated and executed Lender certification language;
h. Federal tax returns for the two (2) years previous to the date of this Loan Application, from Borrower, general partner and principals, with dated and executed Lender certification language;
Treepoint Plaza
i. Certified operating statements for the property.
j All other documentation, as determined applicable by Lender
Borrower will comply with all recommendations of the Phase I Environmental site assessment. Borrower will also comply with the recommendations of the Property Condition Report
If the loan should close in a quarter subsequent to loan approval, Lender will have the right to request updated financial and operating statements.
Borrower shall maintain all property-related accounts for the Project at Lender during the term of the Loan. Notwithstanding the foregoing, Borrower agrees to establish and maintain a comprehensive deposit relationship with Lender of no less that 20% of the loan commitment.
Loan
Documentation: All documentation shall be in form and content acceptable to Lender’s legal counsel.
Escrows:
Lender will require the escrow of all real estate taxes and assessments and insurance premiums for hazard, liability and loss of rents/business interruption insurance, which are to be deposited with Lender monthly, in amounts sufficient to insure that the escrowed funds, including those deducted from loan proceeds at closing, shall be sufficient to pay all taxes and assessments and insurance premiums becoming due and payable during the next twelve months succeeding closing, and thereafter, during each succeeding twelve (12) months.
Expiration: The use of this Loan Application as a basis for a discussion regarding a loan request will expire if the executed Loan Application along with the good faith deposit is not returned to Lender by July 31, 2024.
Confidentiality: All provisions of this Loan Application are to be kept strictly confidential.
Publicity:
In the event the loan contemplated hereby is made, Lender shall have the right to issue press releases, advertisements and other promotional materials describing in general terms or in detail Lender’s participation in such transaction.
Non-Assignability: Any approval of the transactions contemplated hereby, and any commitment if any by Lender are personal to Borrower, and the rights of Borrower, if any, hereunder may not be assigned to, and may not be enforced by, any other person, firm or entity unless Lender shall otherwise agree in writing.
Initial Funding: At closing, Lender shall advance the initial funding set forth in the Loan Amount paragraph (or if none is specified the loan amount set forth therein), provided that the property’s annualized net operating income is at least $187,746, from not more than 76% occupancy. It is understood that wherever the terms net operating income or net cash flow or similar terms relating to the operation of the property are referred to in this loan application Lender shall conduct audits at Borrower’s expense to verify the amounts of such items.
Additional: 1.25x DSC loan covenant to be test annually upon expiration of the interest only period.
This Application is merely an application for a loan and the delivery of it to Lender shall not be deemed to be a commitment or approval of any kind. The undersigned understands that this Application shall be deemed to be complete for processing only when this Application, Disclosure Statement to Loan Application, Credit Authorization Form, Litigation/Bankruptcy/Credit Certification, and items listed within the Due Diligence Checklist attached hereto are properly completed by each principal, signed and delivered along with the good faith deposit to Lender. This Application shall be deemed to be automatically rejected by the borrower(s) if not delivered to Lender on or before July 31, 2024.
Treepoint Plaza
BORROWER:
By:
Date: Name:
Title:
Treepoint Plaza
CREDIT AUTHORIZATION FORM
The undersigned hereby authorizes Liberty Capital Bank ("Lender"): (1) to obtain credit information from any credit reporting agency; (2) to verify all borrower indebtedness with borrower/principal's creditors; and (3) to contact the management agent of the property, the resident manager, the independent accountants, who may provide audited financial statements for the property, and all other persons or entities deemed to be necessary for the purpose of verifying information as the lender deems appropriate, relating to the Borrower or any Guarantor(s) or Principal(s) of the Borrower.
In addition to the above, Lender is hereby authorized to verify past and present employment earnings records, bank accounts, stock holdings and any asset balances of the Borrower, Guarantor(s) or Principal(s), that are deemed necessary to process the Borrower's commercial mortgage loan application.
It is understood that a photocopy or scanned copy of this form will also serve as authorization. The information the Lender obtains is only to be used in the processing of the Borrower's commercial mortgage loan application.
Name of Principal/Guarantor (Individual) (Please Type or Print Legibly)
Signature of Principal/Guarantor
Home Address: Telephone: Fax:
Date of Birth:
Email Address:
Social Security Number (Individual):
Date
NOTE: This form must be completed for each (i) General Partner, Managing Member and/or Guarantor, (ii) anyone who controls the General Partner, Managing Member and/or Guarantor, (iii) anyone who controls either individually or through trusts or affiliated entities more than thirty-three percent (33%) interest in the entity.
LITIGATION/BANKRUPTCY/CREDIT CERTIFICATE
These questions apply to each Applicant, each General Partner, each Principal and/or Guarantor, or the Property, as applicable.
Please provide a detailed explanation of each “Yes” answer listed below (other than citizenship) on a separate sheet and attach hereto.
Have you been declared bankrupt or had a judgment against you?
Have you ever been a principal or a guarantor of a firm that was declared bankrupt?
Have you or were you a principal of any entity which had property foreclosed upon or given title or a deed in lieu in satisfaction of debt?
Have you had a notice of default filed against any property in which you had an ownership interest?
Have you ever had a foreclosure/repossession?
Are you a co-maker or guarantor or endorser on any note?
Are you a party to any claim or lawsuit?
Is the property involved in any claim or lawsuit?
Are you obligated to pay alimony, child support or separation maintenance?
Are any assets pledged as collateral or debt secured except as disclosed herein?
Do you owe any taxes for the years prior to the current year?
Has there been an IRS audit in the past three years that has not been settled?
Have you or any of your affiliates, in any capacity (such as an individual, or as a Principal in any partnership, corporation, limited liability company, trust, joint venture, or otherwise, as a borrower or guarantor or otherwise) caused, or been involved in any transaction, or had any interest in any entity, which caused any lender to sustain a loss on any individual or business credit, whether recourse or non-recourse?
Have you ever obtained a discounted payoff?
Have you obtained credit in other names?
Are you a U.S. citizen?
If “no” are you a resident alien?
If “no” are you a non-resident alien?
Are any or all assets held in a living trust, family limited partnership or similar family planning entity or trust?
I have provided Liberty Capital Bank with current, accurate financial statements and tax returns that, to the best of my knowledge, are correct and no material changes have occurred since the date that each were signed. . .
No
No
By signing this Application, Applicant certifies that, except as disclosed in writing and attached hereto, Applicant, any general partner, shareholder or principal of Applicant, and guarantor of the Loan, is not involved in any of the above situations.
Date Printed Name
Treepoint Plaza
DUE DILIGENCE CHECKLIST
1 Executed Commercial Loan Application ( including Disclosure Statement, Credit Authorization Form, and Litigation/Bankruptcy/Credit Certificate for each Principal/Guarantor)
2 Organization chart showing entities involved and the related -
a) Tax ID numbers
b) Ownership Percentages
c) Mailing Address and phone number
d) Contact person
3 Entity Documents (based on entity type): Notify BSA if any entity formed in Nevada, Wyoming or a foreign country
a) Corporation: Articles of Incorporation/Certificate of Formation, Loan Authorization Resolutions, Bylaws, Certificate of Existence, Certificate of Account Status
b) LLC: Articles of Organization/Certificate of Formation, Loan Authorization Resolutions, Regulations, Certificate of Existence, Certificate of Account Status
c) Partnership: Partnership Agreement, Certificate of Partnership/Certificate of Formation (LP & GP) Certificate of Existence
d) Trust: Certificate of Trust, Trust Agreement
e) Joint Venture: Joint Venture Agreement
f) Individual: Homestead Affidavit
4 Borrower
Financial and Cash Flow Statements (signed, dated & certified to Lender):
a) For cash and marketable securities, please furnish 3 months of bank or brokerage statements and delineate between IRAs/401Ks and margin accounts.
b) Provide detailed list of all contingent liabilities
Last 2 years Tax Returns with an original taxpayer(s) signature (if current return is extended, provide copy of extension)
If Non Single-Asset Entity: Cash flow summary of all real estate assets owned (including occupancy, NOI and debt service for each)
If Individual or Non-Single Asset Entity: Completed Litigation/Bankruptcy/Credit Questionnaire (including explanations for "yes" answers)
5 Manager / General Partner / Sponsor
Resume/Company Info
Financial and Cash Flow Statements (signed, dated & certified to Lender):
a) For cash and marketable securities, please furnish 3 months of bank or brokerage statements and delineate between IRAs/401Ks and margin accounts
b) Provide detailed list of all contingent liabilities
Last 2 years Tax Returns with original taxpayer signatures (if current return is extended, provide copy of extension)
Treepoint Plaza
If Non Single-Asset Entity: Cash flow summary of all real estate assets owned (including occupancy, NOI and debt service for each)
6 Principal/Guarantor
Resume
Financial and Cash Flow Statements (signed, dated & certified to Lender):
a) For cash and marketable securities, please furnish 3 months of bank or brokerage statements and delineate between IRAs/401Ks and margin accounts.
b) Provide detailed list of all contingent liabilities.
Last 2 years Tax Returns with original taxpayer signature (if current return is extended, provide copy of extension)
Cash flow summary of all real estate assets owned (including occupancy, NOI and debt service for each)
Lender references
Payment history from current lender (if applicable)
Copy of driver's license and a second form of ID
7 Asset purchase date if refinance or purchase agreement if acquisition
8 Asset history with cost basis if refinance (occ., renovations, updates, tenancy issues, recent changes/cap ex items completed, etc.)
9 Sources and Uses of Funds (if a refinance, provide detailed use of proceeds)
10 Payment history and payoff statement from current lender (if refinance)
a) Rent Roll (dated and
b) Lease Copies (including any exhibits and amendments) with Lease Abstracts
i) Provide list and brief description of all leases with termination clauses
ii) Provide list and brief description of all leases with co-tenancy clauses
c) Estoppel Certificates
d) Completed SNDA agreements
e) A copy of the standard lease form, if one is used
f) Initial dates of Tenant occupancy
g) Financials and/or D&B Report on tenant occupying/contributing 25% or more income to project
5 Economic Information:
a) Historical operating income and expenses (dated and certified to Lender)
b) Borrower operating expense projections and support for projections
c) Historical property occupancy
6 Insurance certificate with Lender as certificate holder (insurance requirements will be provided)
Treepoint Plaza
a)
b) Market information (includes general market conditions, submarket conditions, & trends)
