Liberty Bank Building

The Beauty Shoppe, a Pittsburgh-based coworking operator and the Liberty Bank Building, an historic six story building, are together planning to reposition the building as the flagship Beauty Shoppe location. Coworking is shared office space, offering an attractive solution for many different people – from independent contractors or startups who typically work at home, to large companies wanting to establish a presence in a new city. Converting the Liberty Bank Building to a coworking building will complete the next phase of this building’s storied history – from an historic bank building dating pre-1900 into an innovative hub of activity. The building ownership has retained the Beauty Shoppe, which already occupies almost 50% of the building, to operate the entire building as coworking space. Since 50% of the building is still configured as “traditional” office space, this repositioning requires changes and improvements to be made to the floors to be absorbed, so that they can function at their highest and best use. 

The Liberty Bank Building is located at 6101 Penn Avenue in the East Liberty neighborhood of Pittsburgh, Pennsylvania. Designed by Frederick Osterling it was built to house the Liberty National Bank which survived into the Great Depression. The building became a less desirable business address with the general decline in East Liberty’s commercial appeal around the mid-20^th century. When the building’s roof and mechanical systems began to fail in the early 1980s it was abandoned and reverted to City ownership for non-payment of taxes.

no wall productions, inc, a company owned by Eve Picker, purchased it from the city in 2003 to redevelop it with a mind to addressing the startup workplace market. By then the building had deteriorated badly, with uncontrolled leaks from the roof that penetrated every floor of the building; broken windows on all sides of the building and pigeon infestation. The leaks destroyed plaster on ceilings and walls, and rotted wood floors, wood trim, and surviving window components

no wall productions returned the building to something close to its original use, only a little more contemporary. The first floor remains retail space, and the upper floors became offices.  The surviving historic components were retained while new windows matching the appearance of the old were installed. New storefronts were also installed on Penn and Sheridan Avenues, replacing badly remodeled storefronts that had destroyed some of the original architectural detail.  The surviving storefront on Penn Avenue dated from the 1960s or 1970s and was at least the fourth Penn Avenue front on the building since its construction. Since its redevelopment, the building has played an important role in East Liberty’s nationally recognized resurgence providing office space to a variety of award winning early stage technology and media businesses.

The Beauty Shoppe is recognized as Pittsburgh’s premier coworking operation. The business was founded in East Liberty in 2011 and quickly outgrew its first location before moving into the Liberty Bank Building where it has steadily expanded. It is also growing regionally, with additional locations in Pittsburgh and in Cleveland, Ohio. Similar to coworking spaces nationally, the Beauty Shoppe provides its members - ranging from individuals to small businesses to Fortune 500 companies - full service, thoughtfully designed and operated coworking spaces with a range of flexible monthly memberships. Recognized nationally in publications such as Fast Company and Monocle, the Beauty Shoppe has been operating at the Liberty Bank Building for over three years, expanding incrementally into approximately half of the available office space. The location has been operating at 100% occupancy with a wait list for over 24 months, reflecting demand for additional coworking space in the market.

The project will include a refresh of existing tenant improvements, signage, street improvements; and furniture, fixtures and equipment, to expand the coworking operation, under the Beauty Shoppe flag, into all of the existing office space, roughly 18,000 square feet. The street facing ground floor retail space of roughly 2,000 square feet will remain market retail space. Similar to a hotel project, Liberty Bank Partnership has entered into a long-term management agreement with The Beauty Shoppe for the branding and operation of the coworking space and the building.

The project is a partnership of the Liberty Bank Building, represented by Eve Picker its majority owner, and the Beauty Shoppe represented by Matthew Ciccone, its founder. Together they are planning the conversion of the building into a flagship Beauty Shoppe location.  Eve  is a Pittsburgh-based entrepreneur with considerable experience in real estate development, design, management, and finance. One of her companies, no wall productions, redeveloped the Liberty Bank Building from a blighted vacant shell into the showcase building it is today. In addition to dozens of other notable Pittsburgh development projects. Eve has been internationally recognized for her work in development and urban innovation, and is a frequent speaker on urban development issues.  Eve is also the founder and CEO of Small Change.  Here she raises funds for meaningful real estate projects that make cities better by matching developers with investors, providing investment opportunities for everyone who cares about cities and wants to make change.

Eve’s world has always been wrapped around cities and change. Her background as an architect, city planner, urban designer, real estate developer, community development strategist, publisher, and instigator gives her a rich understanding of how cities work, how urban neighborhoods can be revitalized, what policies are needed to do it, and the unique marketing that creates the buzz needed for regeneration. Amongst her many urban (ad)ventures, she’s developed a dozen buildings in blighted neighborhoods (through her companies no wall productions and we do property management), founded a nonprofit called cityLAB and built Pittsburgh’s first tiny house, organized a speaker series, launched a Pittsburgh e-zine called Pop City, and established downtown Pittsburgh’s first coworking space. She’s also participated in a series of SDATs for the American Institute of Architects in cities as diverse as Los Angeles and Springfield, helping to set a strategic course for housing development and urban design for downtowns in trouble. And she strategized about how to encourage residential development in downtown Pittsburgh’s vacant upper floors, and taught urban design at Carnegie Mellon University’s Urban Lab. To find out more about Eve, visit evepicker.com.

Eve is the Manager of NSSC Holdings, LLC which wholly owns NSSC Crowd, LLC and NSSC Funding Portal, LLC. Together these companies are branded as Small Change. She is also the President and majority owner of the Liberty Building, LLC, the general partner of Liberty Bank Building, LP.  

Matthew Ciccone is a Pittsburgh- based entrepreneur.  He is the founder of Beauty Shoppe and also of Edile LLC - a boutique urban real estate development firm currently focused on Pittsburgh's East End. His projects include Ace Hotel Pittsburgh and Beauty Shoppe, a coworking platform growing nationally. Matthew is also a co-founder and emeritus board member of GTECH Strategies, an award-winning Pittsburgh-based social enterprise, an advisor and board member to various Pittsburgh initiatives and projects, and is a frequent speaker about urban development and entrepreneurship. He holds master’s degrees in urban design and public policy from Carnegie Mellon University. Matthew’s work has been featured in publications such as Monocle, Details, Vogue, Conde Nast, and Travel and Leisure.

East Liberty is the historic and geographic center of Pittsburgh’s vibrant East End, a second downtown surrounded by a diversity of neighborhoods featuring Pittsburgh’s university and medical institutions, museums, and a growing technology-focused commercial sector. The neighborhood has received significant public and private investment over the past five years in continued implementation of a community plan designed to reverse a downward trend stemming from massive urban renewal projects in the 1970’s. The Liberty Bank Building is within a half-mile radius of a variety of new projects including Whole Foods Market, the Bakery Square mixed-use development featuring large technology companies Google and Adobe, new hospitality projects such as the Ace Hotel, Indigo Hotel, Spring Hill Suites and Hyatt House and national award winning restaurants such as The Whitfield, Livermore, Dinette, Stumptown Coffee and Zeke’s Coffee.  In addition there are significant new residential developments at Walnut on Highland, Eastside Bond, and Bakery Living.

Coworking has grown over the past ten years from a grassroots, often communal based office solution for freelancers and transient workers, to one of the fastest growing and professionalizing real estate sub-asset classes. Fueled by macro changes in technology, communications and lifestyle, individuals, small companies, and increasingly, even large companies (including Fortune 500’s) view coworking as a realistic and competitive alternative to the traditional office market. According to report by Newmark Grubb Knight Frank, Scale of Disruption, The Sharing Economy''s Effect on U.S. Commercial Real Estate, co-working’s impact on the office industry is “very disruptive” with 1% of all office space currently consisting of coworking space. Some experts believe that market share could grow to as high as 20% of all office space.

In the Beauty Shoppe’s estimation, tertiary markets such as Pittsburgh can conservatively support a supply equal to 1% of available commercial office space. There is over 45,000,000 square feet of office space in the East End/Central Business/fringe office market area, providing a total potential market of 450,000 square feet of coworking space. Currently roughly 40% of the projected market of 450,000 square feet is accounted for.  Locally competition to the Liberty Bank Building in the East End coworking market comes from Spaces at Bakery Square at 35,000 square feet and Ascender  at 10,000 square feet. 

Demand for this office product is coming from a variety of industries, not only technology and start-ups. Based on The Beauty Shoppe’s experience at the Liberty Bank Building, many potential coworking members currently work from home and are looking for a more professional alternative to coffee shops for their work life. An additional and significant target market is small professional service firms of under 8-10 employees. They are attracted to ease of a full-service office subscriptions where all the necessary amenities are provided for and they can remain focused on their business.  In addition, coworking means that they do not have to carry a three or five year lease on their books, and affords them the opportunity to grow easily early on or even to contract in size if they need to. There is also an increased demand from large firms, and even Fortune 500’s, who value the transactional ease of coworking for local employees or transient workers. The Liberty Bank Building will provide a range of office solutions, from gym-like “Flex” memberships, to open plan dedicated “Full” memberships, to private offices.

The Liberty Bank Building will compete well in this market because of its excellent location, existing brand and location awareness. While it is anticipated that additional national competition will announce in the next 12-24 months, competition appears to be focusing on Pittsburgh’s CBD market as prime available real estate is limited in the East End.  The Liberty Bank Building looks poised to continue its leadership in this market in the East End.

Pricing at the Beauty Shoppe currently begins at $125/month for a ‘flex’ membership, ranging up to $6,000/month for office suites memberships.  Price increases are anticipated in the near term in line with building improvements, and the opportunity for additional upward price adjustments in the future as national operations enter the market and set new pricing expectations.  Even today the Beauty Shoppe offers great value for money.  At Industrious in the Pittsburgh's CBD, flex space starts at $450 per month.

• Strong return projected. 10% projected investor return. 

• Building performs well.  Existing cash flow is already strong. 

• A strong and growing market. Coworking is capturing a rapidly growing sector of the office market. Google, Tech Shop, and three universities are just some of the neighbors spinning out entrepreneurs within just a few miles.

• Excellent access to transportation.  Speedy busway link to Pittsburgh’s Central Business District in a quick 7-minute bus ride

• Desirable neighborhood.  Walking distance to everything.

• Experienced developer.  The development team has plenty of experience with renovations and innovative projects.

The Beauty Shoppe currently occupies about 50% of the Liberty Bank Building.  Its membership is at 100% capacity.  Over the next 20 months The Beauty Shoppe will gradually absorb the remaining 50% of available office space in the building as existing leases for the remaining traditional office tenants expire. Three rounds of improvements are planned, including renovation of existing space and furniture, fixtures, and equipment investments. 

• Spring 2017. Renovation of Suite 402, which occupies around 42% of the fourth floor, to increase overall Beauty Shoppe occupancy to 55% of the building.  This work is underway.
• Summer-Fall 2017. Work to reconfigure the second floor will begin. The plans will include creating a large lobby/gathering space at the entrance of the building; renovating the basement of the building into an event space; refreshing existing spaces and adding new signage both inside and outside the building.
• Fall 2018. Expansion will continue into the fifth and sixth floors, along with Suite 401, the remainder of the fourth floor, at which point 100% of available office space will have been converted into coworking space.

With each expansion round a period of approximately four months is anticipated to fully occupy the new space with new Beauty Shoppe members.

Small Change Crowd 005, LLC (the Company) is offering a total of 300,000 of Membership Units at a price per Unit of $1.00 to accredited investors. If this offering is fully subscribed, the total proceeds from this offering to the Company will be $300,000.  The minimum investment amount for each Investor is $3,000. The Company intends to lend the entire proceeds from this offering to the Liberty Bank Building, LP (Liberty Bank Partnership), which will, in turn, use the proceeds of the loan to complete renovation improvements to the Property.  The funds will be released from escrow and loaned to Liberty Bank Partnership either when the offering is complete, or in convenient amounts and at times when the funds are needed to cover renovation costs which will reposition the building as previously describe.

When the proceeds of this Offering are released from escrow, the Liberty Bank Partnership will deliver a mortgage(s) and promissory note(s) to Small Change Crowd 005, LLC. The term of the Loan will be 36 months and it will bear interest at 10% per year. Interest payments will be made from Liberty Bank Partnership to the Company on a yearly basis. The Liberty Bank Partnership will be able to pay the Loan off at any time before the balloon payment is due, in whole or in part, without premium or penalty.  The Loan will be secured by a mortgage and any improvements made on the Property, but will have a lien position behind Dollar Bank and the Urban Redevelopment Authority of Pittsburgh, who hold five mortgages on the Property between them.

The project is a repositioning, rather than a redevelopment, of the property. The existing building is currently capitalized with less than $1,700,000. To achieve the goal of repositioning the property for coworking, an additional approximately $900,000 will need to be invested over the next 20 months.  This offering is for the first phase of improvements, at a total cost of $300,000.  Funds will be used for space improvements; furniture, fixtures and equipment, and related soft project costs including legal, design, and financing fees. Along with the new improvements, the building ownership has agreed to buy-out existing improvements previously made by the Beauty Shoppe.  While it has not yet been determined how this buyout will occur, the budget does include this debt as a responsibility of the ownership.

The current plan for financing these improvements is as follows:

• Spring 2017. This phase will be financed with a mix of additional owner equity and the proceeds of this Offering.
• Summer-Fall 2017. This phase will be financed by this Offering.
• Fall 2018. This phase will be financed using a mix of additional owner equity, a second Offering and a credit line, if necessary.

You can download a detailed project sources and uses showing anticipated capital expenditure with each phase of improvements can be downloaded here. 

In 2016, the building net cash flow, after all expenses and loan obligations were paid, was $233,513.  Over the next three years as the building converts to membership subscriptions instead of traditional leases, cash flow is expected to increase to $631,182 in net cash flow. The 10% interest return projected for this offering will be paid out of this free cash.  Commercial real estate is typically valued by dividing the net cash flow by a capitalization rate (or cap rate). Cap rates fluctuate with the economy.  CBRE in its 2017 US Market Outlook report, is predicting that cap rates remain flat at under 6 % in 2017. Since a coworking building may not be viewed as a traditional office building, we are using a much higher (more conservative) cap rate of 12% in our calculations.  A net operating income of $631,182 capitalized at 12% provides us with a building value of $5,259,854.

At the end of year three, when the Small Change loan comes due, we estimate that the Liberty Bank Building will owe the following balances on loans:

Since we estimate that the value of the building will be $5,259,854 based on cash flow, the outstanding balance on loans represents a loan to value ratio (LTV) of 47.6%.  This ratio is less than the LTV ratio typical for commercial loans of 75 – 80%.

This is merely an illustration based on our current assumptions and estimates. Many things could go wrong, including those listed in the “Risks of Investing” section of the Investor Agreement. Detailed financial projections showing cash flow and anticipated return to investors can be downloaded here.

An investment in the Company is speculative and involves significant risk including the risk that you could lose all of your money.  This investment is suitable only for investors who fully understand and are capable of bearing these risks. There are numerous risks to consider when making an investment such as this one and financial projections are just that - projections. Returns are not guaranteed. Conditions that may affect your investment include unforeseen construction costs, changes in the market conditions, and potential disasters that are not covered by insurance. If the project has construction cost overruns, or if membership subscriptions are not as strong as projected, overall returns may be lower. There may be unforeseen changes in the general economic climate and market conditions or unanticipated complications involving the development.  Any of these things may impact the return to the investors.

The developer is mitigating these risks of this project in a number of ways, which include:

• The developer is a seasoned developer;
• The building is already cash flowing strongly and the developer will move more slowly in taking over the traditional office space if membership subscriptions are weaker than anticipated;
• The first phase of the project is under construction with completion anticipated in the May 2017.  This phase is being financed with additional owner equity first.

For more complete details on the risk factors, please review the “Risks of Investing” section of the Investor Agreement.