SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 2000
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to .
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Commission File Number: 1-8389
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PUBLIC STORAGE, INC.
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(Exact name of registrant as specified in its charter)
California 95-3551121
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
701 Western Avenue, Glendale, California 91201-2349
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 244-8080.
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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10% Cumulative Preferred Stock, Series A, $.01 par value........................ New York Stock Exchange
9.20% Cumulative Preferred Stock, Series B, $.01 par value...................... New York Stock Exchange
Adjustable Rate Cumulative Preferred Stock, Series C, $.01 par value............ New York Stock Exchange
9.50% Cumulative Preferred Stock, Series D, $.01 par value...................... New York Stock Exchange
10% Cumulative Preferred Stock, Series E, $.01 par value........................ New York Stock Exchange
9.75% Cumulative Preferred Stock, Series F, $.01 par value...................... New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8-7/8% Cumulative
Preferred Stock, Series G, $.01 par value.................................. New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8.45% Cumulative
Preferred Stock, Series H, $.01 par value.................................. New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8-5/8% Cumulative
Preferred Stock, Series I, $.01 par value.................................. New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8% Cumulative
Preferred Stock, Series J, $.01 par value.................................. New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8-1/4% Cumulative
Preferred Stock, Series K, $.01 par value.................................. New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8-1/4% Cumulative
Preferred Stock, Series L, $.01 par value.................................. New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8.75% Cumulative
Preferred Stock, Series M, $.01 par value.................................. New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8.600% Cumulative
Preferred Stock, Series Q, $.01 par value.................................. New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock, Series A,
$.01 par value............................................................. New York Stock Exchange
Common Stock, $.10 par value.................................................... New York Stock Exchange,
Pacific Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. [ ]
The aggregate market value of the voting stock held by non - affiliates of the
registrant as of March 14, 2001:
Common Stock, $0.10 Par Value - $2,027,903,807 (computed on the basis of $25.85
per share which was the reported closing sale price of the Company's Common
Stock on the New York Stock Exchange on March 14, 2001).
Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock, Series
A, $.01 Par Value - $106,048,536 (computed on the basis of $24.70 per share
which was the reported closing sale price of the Depositary Shares Each
Representing 1/1,000 of a Share of Equity Stock, Series A on the New York Stock
Exchange on March 14, 2001)
The number of shares outstanding of the registrant's classes of common stock as
of March 15, 2001:
Common Stock, $.10 Par Value - 120,287,574 shares
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Class B Common Stock, $.10 Par Value - 7,000,000 shares
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Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock, Series
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A, $.01 Par Value - 5,635,602 depositary shares (representing 5,635.602 shares
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of Equity Stock, Series A)
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Equity Stock, Series AA, $.01 Par Value - 225,000 shares
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Equity Stock, Series AAA, $.01 Par Value - 4,289,544 shares
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement to be filed in connection with the
annual shareholders' meeting to be held in 2001 are incorporated by reference
into Part III.
2
PART I
ITEM 1. BUSINESS
FORWARD LOOKING STATEMENTS
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When used within this document, the words "expects," "believes,"
"anticipates," "should," "estimates," and similar expressions are intended to
identify "forward-looking statements" within the meaning of that term in Section
27A of the Securities Exchange Act of 1933, as amended, and in Section 21F of
the Securities Exchange Act of 1934, as amended. Such forward-looking statements
involve known and unknown risks, uncertainties, and other factors, which may
cause the actual results and performance of the Company to be materially
different from those expressed or implied in the forward looking statements.
Such factors include the impact of competition from new and existing storage and
commercial facilities, which could impact rents and occupancy levels at the
Company's facilities; the Company's ability to evaluate, finance and integrate
acquired and developed properties into the Company's existing operations; the
Company's ability to effectively compete in the markets that it does business
in; the impact of the regulatory environment as well as national, state, and
local laws and regulations including, without limitation, those governing Real
Estate Investment Trusts; the acceptance by consumers of the containerized
storage concept; the impact of general economic conditions upon rental rates and
occupancy levels at the Company's facilities; and the availability of permanent
capital at attractive rates.
GENERAL
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Public Storage, Inc. (the "Company") is an equity real estate
investment trust ("REIT") organized as a corporation under the laws of
California on July 10, 1980. We are a fully integrated, self-administered and
self-managed real estate investment trust ("REIT") that acquires, develops, owns
and operates storage facilities. We are the largest owner and operator of
storage space in the United States with direct and indirect equity investments
in 1,361 storage facilities containing approximately 81.3 million square feet of
net rentable space at December 31, 2000. Our common stock is traded on the New
York Stock Exchange under the symbol "PSA". We also have a significant ownership
in PS Business Parks, Inc., which, as of December 31, 2000, owned 140 commercial
properties containing approximately 12.6 million rentable square feet of space.
PS Business Parks, Inc. is a public REIT whose common stock trades on the
American Stock Exchange under the symbol "PSB."
We have elected to be taxed as a REIT under the Internal Revenue Code
of 1986, as amended. To the extent that the Company continues to qualify as a
REIT, it will not be subject to tax, with certain limited exceptions, on the
taxable income that is distributed to our shareholders.
MANAGEMENT
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Our senior management team is headed by B. Wayne Hughes (67), who is
Chairman and Chief Executive Officer. Mr. Hughes established the Public Storage
Organization in 1972 and has successfully managed the Company through several
market cycles. Our executive management includes: Harvey Lenkin (64), President;
John Reyes (40), Senior Vice President and Chief Financial Officer; Carl B.
Phelps (62), Senior Vice President - Real Estate; and Marvin M. Lotz (58),
Senior Vice President - Operations.
Our senior management has a significant ownership position in the
Company with executive officers, directors and their families owning
approximately 41.4 million shares or 34.4% of the common stock as of March 15,
2001.
INVESTMENT OBJECTIVE
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Our primary objective is to maximize shareholder value through internal
growth (by increasing funds from operations and cash available for distribution)
and acquisitions of additional real estate investments. We believe that our
access to capital, geographic diversification and operating efficiencies
resulting from our size will enhance our ability to achieve this objective.
3
COMPETITION
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Competition in the market areas in which we operate is significant and
affects the occupancy levels, rental rates and operating expenses of certain of
our facilities. Recent increases in the number of openings of newly developed
storage facilities have intensified the competition among storage operators in
many market areas in which we operate. Over the past six months, however, we
believe that the development of new storage facilities in many of the markets in
which we operate has decreased.
In seeking investments, we compete with a wide variety of institutions
and other investors. An increase in the amount of funds available for real
estate investments may increase competition for ownership of interests in
facilities and may reduce yields.
We believe that the significant operating and financial experience of
our executive officers and directors, combined with the Company's capital
structure, national investment scope, geographic diversity, economies of scale
and the "Public Storage" name, should enable us to continue to compete
effectively with other entities.
In recent years consolidation has occurred in the fragmented storage
industry. In addition to the Company, there are three other publicly traded
REITs and numerous private regional and local operators operating in the storage
industry. We believe that we are well positioned to capitalize on this
consolidation trend due to our demonstrated access to capital and national
presence.
BUSINESS ATTRIBUTES
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We believe that the Company possesses several primary business
attributes which differentiate us from our competitors:
COMPREHENSIVE DISTRIBUTION SYSTEM AND NATIONAL TELEPHONE RESERVATION
SYSTEM: Our facilities are part of a comprehensive distribution system
encompassing standardized procedures, integrated reporting and information
networks and centralized marketing. This distribution system is designed to
maximize revenue through pricing and occupancy.
A significant component of our distribution system is our national
telephone reservation center, which was implemented in 1996 and 1997 in order to
provide added customer service and maximize utilization of available storage
space. Customers calling either the toll-free telephone referral system, (800)
44-STORE, or a storage facility, are directed to the national reservation
system. A representative discusses with the customer space requirements, price
and location preferences and also informs the customer of other products and
services provided by the Company and its subsidiaries. We believe that the
national telephone reservation system has enhanced our ability to effectively
market storage space and is primarily responsible for the occupancy increases
since its inception in 1996, as well as increased realized rental rates
experienced at the storage facilities over the same period of time.
CONTAINERIZED STORAGE OPTION: Historically, we offered storage spaces
for rent through our traditional storage facilities whereby customers would
transport their goods to the facility and rent a space to store their goods. In
late 1996, we organized Public Storage Pickup and Delivery, Inc. as a separate
corporation and a related partnership (the corporation and partnership are
collectively referred to as "PSPUD") to operate storage facilities that rent
portable storage containers to customers for storage in central facilities.
The concept of PSPUD is to provide an alternative to a traditional
storage facility. PSPUD delivers a storage container(s) to the customer's
location where the customer, at his convenience, packs his goods into the
storage container. PSPUD will subsequently return to the customer's location to
retrieve the storage container(s) for storage in a central facility. At December
31, 2000, PSPUD had 41 facilities in operation.
4
RETAIL OPERATIONS: The Company has historically sold retail items
associated with the storage business and rented trucks at its storage
facilities. In order to further supplement and strengthen the existing
self-storage business by further meeting the needs of storage customers, the
Company has expanded its retail activities over the last few years.
In addition, full-service retail stores have been retrofitted to some
existing storage facility rental offices or "built-in" as part of the
development of new storage facilities, both in high traffic, high visibility
locations. The strategic objective of these retail stores is to provide a retail
environment to (i) rent spaces for the attached storage facility, (ii) rent
spaces for the other Public Storage facilities in adjacent neighborhoods, (iii)
sell locks, boxes and packing materials and (iv) rent trucks and other moving
equipment.
ECONOMIES OF SCALE: We are the largest provider of storage space in the
industry. As of December 31, 2000, we operated 1,361 storage facilities in which
we have an interest and managed 35 storage facilities for third parties in 37
states. At December 31, 2000, we had over 668,000 spaces rented. The size and
scope of the operations have enabled us to achieve a consistently high level of
profit margins and low level of administrative costs relative to revenues.
BRAND NAME RECOGNITION: Our operations are conducted under the "Public
Storage" brand name, which we believe is the most recognized and established
name in the storage industry. Our storage operations are conducted in 37 states,
giving us national recognition and prominence. We focus our operations within
those states in the major metropolitan markets. This concentration establishes
us as one of the dominant providers of storage space in each market that we
operate in and enables us to use a variety of promotional activities, such as
radio advertising as well as targeted discounting and referrals and, to a lesser
extent, television advertising, which are generally not economically viable for
our competitors.
GROWTH STRATEGIES
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Our growth strategies consist of: (i) improving the operating
performance of our stabilized existing traditional self-storage properties, (ii)
increasing our ownership of storage facilities through additional investments,
(iii) improving the operating performance of the containerized storage
operations, and (iv) participating in the growth of PS Business Parks, Inc.
Major elements of these strategies are as follows:
IMPROVE THE OPERATING PERFORMANCE OF EXISTING PROPERTIES: We seek to
increase the net cash flow generated by our existing stabilized traditional
self-storage properties by maintaining average occupancy levels and achieving
higher levels of realized monthly rents per occupied square foot. We have been
able to achieve increasing realized rents per occupied square foot. We believe
that our property management personnel and systems combined with the national
telephone reservation system will continue to enhance our ability to meet these
goals.
ACQUIRE PROPERTIES OPERATED AND PARTIALLY OWNED BY THE COMPANY: In
addition to the 618 wholly owned storage facilities, we also operate, on behalf
of approximately 46 ownership entities in which we have a partial equity
interest, 743 storage facilities under the "Public Storage" name. From time to
time, some of these storage facilities or interests in them are available for
purchase, providing us with a source of additional acquisition opportunities. We
believe these properties include some of the better-located and
better-constructed storage facilities in the industry. Because we manage these
properties, we have reliable operating information prior to acquisition and
these properties are easily integrated into our portfolio.
ACQUIRE PROPERTIES OWNED OR OPERATED BY OTHERS: We believe our presence
in and knowledge of substantially all of the major markets in the United States
enhances our ability to identify attractive acquisition opportunities and
capitalize on the overall fragmentation in the storage industry. We maintain
local market information on rates, occupancy and competition in each of the
markets in which we operate. Of the more than 20,000 storage facilities in the
United States, we believe that the ten largest operators manage less than 20% of
the total space.
5
However, with the exception of the March 1999 merger with Storage
Trust, our investments in new facilities have primarily been through
development, rather than acquisitions of real estate facilities. We believe the
development of real estate facilities described below is more attractive under
current market conditions.
DEVELOP PROPERTIES IN SELECTED MARKETS: Since 1995, the Company and its
joint venture partnerships (described below) have opened a total of 81
facilities, including 19 facilities in 1998, 24 facilities in 1999, and 27
facilities in 2000. As of December 31, 2000, the Company and the second joint
venture partnership have a development "pipeline" of 110 self-storage
facilities, combination facilities (described below), and expansions to existing
storage facilities with an aggregate estimated cost of approximately $628
million. Development of these facilities is subject to significant
contingencies. The Company continues to seek attractive sites for development of
additional storage facilities.
In April 1997, we formed a joint venture partnership with an
institutional investor to participate in the development of approximately $220
million of storage facilities. At December 31, 2000, the joint venture had
completed construction of 47 storage facilities with a total cost of
approximately $231.5 million and was fully committed. The joint venture is
funded solely with equity capital consisting of 30% from the Company and 70%
from the institutional investor.
In November 1999, we formed a second joint venture partnership with a
joint venture partner whose partners include an institutional investor and B.
Wayne Hughes ("Mr. Hughes"), chairman and chief executive officer of the
Company, to develop approximately $100 million of storage facilities. At
December 31, 2000, the joint venture had completed construction on 11 storage
facilities with a total cost of approximately $50.8 million, and had six
facilities under construction with an aggregate cost incurred of approximately
$23.8 million and total additional estimated cost to complete of approximately
$13.1 million. The joint venture is funded solely with equity capital consisting
of 51% from the Company and 49% from the joint venture partner. The term of the
joint venture is 15 years. After six years the joint venture partner has the
right to cause the Company to purchase the joint venture partner's interest for
an amount necessary to provide it with a maximum return of 10.75% per year or
less in certain circumstances. The joint venture partner provides Mr. Hughes
with a fixed yield of approximately 8.0% per annum.
CONTAINERIZED STORAGE: PSPUD operates the containerized storage
operations. At December 31, 2000, PSPUD operated 41 facilities: 16 of the
facilities are owned by the Company or PSPUD and the remainder of the facilities
are leased from third parties. The Company and PSPUD anticipate developing 26
facilities that combine containerized storage and traditional miniwarehouse
space in the same location ("Combination Facilities") to replace existing
third-party leased facilities in the next twelve months, which will reduce
third-party lease expense. In addition, the Company anticipates converting 19
existing miniwarehouse facilities into Combination Facilities in the next twelve
months. We believe that Combination Facilities offer efficiencies and a more
effective method to meet customers' needs than a stand-alone containerized
storage facility. We expect that, upon completion of our combination facility
development program, substantially all of the containerized storage facilities
will be operated in Combination Facilities.
The rate of fill-up varies from facility to facility. As with the
traditional self-storage facilities, PSPUD believes that the containerized
storage business experiences seasonal fluctuations in occupancy levels with
occupancies generally higher in the summer months than in winter months. There
can be no assurances as to the level of PSPUD's expansion, level of gross
rentals, level of move-outs or profitability.
COMMERCIAL PROPERTIES: On January 2, 1997, we reorganized our
commercial property operations into a separate private REIT. The private REIT
contributed its assets to a newly created operating partnership (the "Operating
Partnership") in exchange for a general partnership interest and limited
partnership interests. During 1997, the Company and certain partnerships in
which the Company has a controlling interest contributed substantially all of
their commercial properties to the Operating Partnership in exchange for limited
partnership interests or to the private REIT in exchange for common stock. On
March 17, 1998, the private REIT merged into Public Storage Properties XI, Inc.,
a publicly traded REIT and an affiliate of the Company and the name of the
surviving corporation was changed to PS Business Parks, Inc. (the REIT and the
related Operating Partnership are hereinafter referred to collectively as
"PSB").
6
At December 31, 2000, PSB owned 140 properties located in 9 states. The
Operating Partnership also manages the commercial space owned by the Company and
affiliated entities. As of December 31, 2000, the Company and certain
partnerships in which the Company has a controlling interest owned approximately
42% of the common equity interest of PSB.
FINANCING OF THE COMPANY'S GROWTH STRATEGIES
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PERMANENT CAPITAL: We have and expect to continue to fund our growth
strategies primarily through the use of permanent capital. Permanent capital
has generally consisted of retained operating cash flows and the issuance of
common, preferred and equity stock, and preferred operating partnership units.
UNSECURED CREDIT FACILITY: We currently have a $150 million unsecured
credit facility with a bank group led by Wells Fargo Bank, which we use as a
temporary source of acquisition financing. We seek to ultimately finance all
acquisitions with permanent capital to eliminate refinancing and interest rate
risk. As of March 15, 2001, the Company had no outstanding borrowings on this
credit facility.
DEVELOPMENT JOINT VENTURE FINANCING: The Company has entered into two
separate development joint venture partnerships since 1997 in order to provide
development financing.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations-Liquidity and Capital Resources."
INVESTMENTS IN REAL ESTATE FACILITIES
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We have invested directly and indirectly in storage facilities, and to
a lesser extent in existing commercial properties, containing commercial and
industrial rental space. These investments have been made, principally,
through the acquisition of wholly-owned properties or the acquisition of
ownership interests in entities owning storage facilities and/or commercial
properties. The following table outlines our ownership interest in storage
facilities and commercial properties:
At December 31, 2000
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Number of Net Rentable Square Feet
Real Estate Facilities (in thousands)
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Storage Commercial Storage Commercial
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Consolidated facilities:
Wholly-owned by the company 618 6 37,853 394
Owned by controlled entities 629 - 36,717 -
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1,247 6 74,570 394
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Facilities owned by unconsolidated entities:
Institutional partnerships 13 - 855 -
Development Joint Venture 47 - 2,879 -
PSB - 140 - 12,626
Other 54 - 2,998 -
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114 140 6,732 12,626
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Totals 1,361 146 81,302 13,020
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FACILITIES OWNED BY CONTROLLED ENTITIES
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In addition to our direct ownership of 618 storage facilities and six
commercial facilities, at December 31, 2000, we had controlling ownership
interests in 35 partnerships owning in aggregate 629 storage facilities. Because
of our controlling interest in each of these partnerships, we consolidate the
assets, liabilities, and results of operations of these partnerships on the
Company's financial statements.
7
FACILITIES OWNED BY UNCONSOLIDATED ENTITIES
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At December 31, 2000, we had ownership interests in PSB and 11 limited
partnerships (collectively the "Unconsolidated Entities"). Our ownership
interest in these entities is less than 50%. Due to the Company's limited
ownership interest and control of these entities, we do not consolidate the
accounts of these entities for financial reporting purposes and account for such
investments using the equity method.
PROHIBITED INVESTMENTS AND ACTIVITIES
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The Company's Bylaws prohibit the Company from purchasing properties in
which the Company's officers or directors have an interest, or from selling
properties to such persons, unless the transactions are approved by a majority
of the independent directors and are fair to the Company based on an independent
appraisal. This Bylaw provision may be changed only upon a vote of the holders
of a majority of the shares of (i) Common Stock and (ii) each of the series of
Senior Preferred Stock. See "Limitations on Debt" for other restrictions in the
Bylaws.
BORROWINGS
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We have an unsecured $150 million credit facility with a group of
commercial banks which expires on July 1, 2002. The expiration date may be
extended by one year on each anniversary of the credit agreement. Interest on
outstanding borrowings on the credit facility is payable monthly. At our option,
the rate of interest charged on borrowings is equal to (i) the prime rate, or
(ii) a rate ranging from the London Interbank Offered Rate ("LIBOR") plus 0.40%
to LIBOR plus 1.10% depending on the Company's coverage ratios, as defined. In
addition, we are required to pay a quarterly commitment fee of 0.250% (per
annum). The credit facility also includes a bid feature, for up to $50 million,
which allows us, at our option, to request the group of banks to propose the
interest rate they would charge on specific borrowings. However, in no case may
the interest rate bid be greater than the amount provided by the credit
agreement.
Under covenants of the credit facility, we are required to (i) maintain
a balance sheet leverage ratio (as defined) of less than 0.40 to 1.00, (ii)
maintain net income of not less than $1.00 for each fiscal quarter, (iii)
maintain certain cash flow and interest coverage ratios (as defined) of not less
than 1.0 to 1.0 and 5.0 to 1.0, respectively and (iv) maintain a minimum total
shareholders' equity (as defined). In addition, we are limited in our ability to
incur additional borrowings (we are required to maintain unencumbered assets
with an aggregate book value equal to or greater than three times our unsecured
recourse debt) or sell assets. There were no borrowings outstanding under the
credit facility at March 15, 2001.
As of December 31, 2000, we had notes payable of approximately $156.0
million. See Note 7 to the consolidated financial statements for a summary of
the Company's borrowings at December 31, 2000.
Subject to a limitation on unsecured borrowings in the Company's Bylaws
(described below), we have broad powers to borrow in furtherance of the
Company's objectives. We have incurred in the past, and may incur in the future,
both short-term and long-term indebtedness to increase our funds available for
investment in real estate, capital expenditures and distributions.
LIMITATIONS ON DEBT
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The Bylaws provide that the Board of Directors shall not authorize or
permit the incurrence of any obligation by the Company which would cause our
"Asset Coverage" of our unsecured indebtedness to become less than 300%. Asset
Coverage is defined in the Bylaws as the ratio (expressed as a percentage) by
which the value of the total assets (as defined in the Bylaws) of the Company
less the Company's liabilities (except liabilities for unsecured borrowings)
bears to the aggregate amount of all unsecured borrowings of the Company. This
Bylaw provision may be changed only upon a vote of the holders of a majority of
the shares of (i) Common Stock and (ii) each of the series of Senior Preferred
Stock.
The Company's Bylaws prohibit us from issuing debt securities in a
public offering unless the Company's "cash flow" (which for this purpose means
net income, exclusive of extraordinary items, plus depreciation) for the most
8
recent 12 months for which financial statements are available, adjusted to give
effect to the anticipated use of the proceeds from the proposed sale of debt
securities, would be sufficient to pay the interest on such securities. This
Bylaw provision may be changed only upon a vote of the holders of a majority of
the shares of (i) Common Stock and (ii) each of the series of Senior Preferred
Stock.
Without the consent of the holders of a majority of each of the series
of Senior Preferred Stock, we will not take any action that would result in a
ratio of "Debt" to "Assets" (the "Debt Ratio") in excess of 50%. As of December
31, 2000, the Debt Ratio was approximately 3.0%. "Debt" means the liabilities
(other than "accrued and other liabilities" and "minority interest") that
should, in accordance with generally accepted accounting principles, be
reflected on the Company's consolidated balance sheet at the time of
determination. "Assets" means the Company's total assets before a reduction for
accumulated depreciation and amortization that should, in accordance with
generally accepted accounting principles, be reflected on the consolidated
balance sheet at the time of determination.
Our bank and senior unsecured debt agreements contain various financial
covenants, including limitations on the level of indebtedness of 30% of total
capitalization, as defined, and the prohibition of the payment of dividends upon
the occurrence of an event of default, as defined.
OTHER BUSINESS ACTIVITIES
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A corporation owned by Mr. Hughes and members of his family (the
"Hughes Family") reinsures policies against losses to goods stored by tenants in
the Company's storage facilities. We believe that the availability of insurance
reduces the potential liability of the Company to tenants for losses to their
goods from theft or destruction. This corporation receives the premiums and
bears the risks associated with the re-insurance. The Company has entered into
an agreement to acquire this corporation for Common Stock. This agreement is
subject to certain conditions.
A subsidiary of the Company sells locks and boxes and rents trucks to
the general public and tenants to be used in securing their spaces and moving
their goods. We believe that the availability of locks and boxes for sale and
the rental of trucks promote the rental of spaces. The Hughes Family owns the
balance of the equity of this subsidiary, representing all of the voting stock.
EMPLOYEES
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There are approximately 4,600 persons who render services on behalf of
the Company, primarily personnel engaged in property operation, substantially
all of whom are employed by a clearing company that provides certain
administrative and cost-sharing services to the Company and other owners of
properties operated by the Company.
FEDERAL INCOME TAX
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We believe that we have operated, and intend to continue to operate, in
such a manner as to qualify as a REIT under the Internal Revenue Code of 1986,
but no assurance can be given that it will at all times so qualify. To the
extent that we continue to qualify as a REIT, it will not be taxed, with certain
limited exceptions, on the taxable income that is distributed to our
shareholders.
On December 17, 1999, the Work Incentives Improvement Act of 1999 (the
"Act"), which included certain provisions affecting REITs, was enacted. The REIT
provisions of the Act generally are effective for taxable years beginning after
December 31 , 2000. The Act was intended to ease the restrictions on a REIT's
ability to own the stock of taxable companies. The Act allows REITs to own up to
100% of the stock of companies that have made a joint election with the REIT to
be treated as "taxable REIT subsidiaries" ("TRS"). A TRS will be subject to
federal income tax on income as a regular corporation. Under prior law, a REIT
generally could not own more than 10% voting securities of other issuers. Under
the Act, the prior law 10% voting securities test was expanded so that REITs
also are prohibited from owing more than 10% of the value of outstanding
securities of any one corporate issuer, except for companies that elect to be
treated as TRSs or companies that qualify for certain grandfather provisions in
the Act.
9
An important effect of the Act is that TRSs are permitted to offer
noncustomary services to the tenants of the REIT (such services could be
provided under prior law only by "independent contractors" from which the REIT
could not earn any income). TRSs also are able to engage in other income
producing activities that typically had been undertaken by REITs only through
entities in which a REIT could have a substantial economic interest, but was
limited to a 10% or less voting interest. The Act includes certain limitations
that prevent income shifting between a REIT and its TRS, in a effort to ensure
that TRSs in fact are taxable on the income that they earn. In addition, under
prior law, a REIT could not own securities of any single issuer with a value in
excess of 5% of the value of all the assets of the REIT. The Act also relaxed
this limitation, so that a REIT may own a TRS (or TRSs), so long as (1) the
aggregate value of the TRSs, when combined with all other non-REIT assets, does
not exceed 25% of the value of all assets of the REIT. The Company and certain
affiliates will jointly make the TRS election.
INSURANCE
- ---------
We believe that our properties are adequately insured. Our facilities
have historically carried comprehensive insurance, including fire, earthquake,
liability and extended coverage from nationally recognized carriers.
ITEM 2. PROPERTIES
At December 31, 2000, we had direct and indirect ownership interests in
1,361 storage facilities located in 37 states:
At December 31, 2000
------------------------------------------
Number of Storage Net Rentable Square
Facilities (a) Feet (in Thousands)
----------------- -------------------
California:
Northern 138 7,704
Southern 158 10,022
Texas 164 10,766
Florida 137 8,049
Illinois 93 5,647
Georgia 62 3,626
Colorado 50 3,137
Washington 39 2,466
Missouri 37 2,128
Virginia 37 2,247
New Jersey 37 2,178
Maryland 36 2,043
New York 32 1,885
Ohio 31 1,899
Oregon 25 1,171
Tennessee 25 1,494
North Carolina 24 1,266
South Carolina 24 1,082
Kansas 22 1,278
Nevada 22 1,409
Alabama 21 838
Other states (17 states) 147 8,967
----------------- -------------------
Totals 1,361 81,302
================= ===================
(a) Includes 1,247 facilities owned by the Company and entities
controlled by the Company. The remaining 114 facilities are owned
by entities in which the Company has an interest; however, the
Company doesn't have a controlling interest in such entities. See
Schedule III for 2000 for a complete list of properties
consolidated by the Company.
Our facilities are generally operated to maximize cash flow through the
regular review and, when warranted by market conditions, adjustment of scheduled
rents. For the year ended December 31, 2000, the weighted average occupancy
10
level and the weighted average annual realized rent per rentable square foot for
our storage facilities were approximately 89.5% and $10.47, respectively.
Included in the 1,361 storage facilities are 70 recently developed storage
facilities, substantially all of which were in the fill-up stage in the year
ended December 31, 2000. None of our facilities involves 1% or more of the
Company's total assets, gross revenues or net income.
STORAGE FACILITIES: Storage facilities, which comprise the majority of
our investments (approximately 93% based on rental income), are designed to
offer accessible storage space for personal and business use at a relatively low
cost. A user rents a fully enclosed space which is for the user's exclusive use
and to which only the user has access on an unrestricted basis during business
hours. On-site operation is the responsibility of resident managers who are
supervised by area managers. Some storage facilities also include rentable
uncovered parking areas for vehicle storage, as well as space for portable
storage containers. Leases for storage facilities space may be on a long-term or
short-term basis, although typically spaces are rented on a month-to-month
basis. Rental rates vary according to the location of the property and the size
of the storage space. All of our storage facilities are operated under the
"Public Storage" name.
Users of space in storage facilities include both individuals and large
and small businesses. Individuals usually employ this space for storage of
furniture, household appliances, personal belongings, motor vehicles, boats,
campers, motorcycles and other household goods. Businesses normally employ this
space for storage of excess inventory, business records, seasonal goods,
equipment and fixtures.
Storage facilities in which we have invested generally consist of three
to seven buildings containing an aggregate of between 350 to 750 storage spaces,
most of which have between 25 and 400 square feet and an interior height of
approximately 8 to 12 feet.
We experience minor seasonal fluctuations in the occupancy levels of
storage facilities with occupancies generally higher in the summer months than
in the winter months. We believe that these fluctuations result in part from
increased moving activity during the summer.
Our storage facilities are geographically diversified and are located
primarily in or near major metropolitan markets in 37 states. Generally our
storage facilities are located in heavily populated areas and close to
concentrations of apartment complexes, single family residences and commercial
developments. However, there may be circumstances in which it may be appropriate
to own a property in a less populated area, for example, in an area that is
highly visible from a major thoroughfare and close to, although not in, a
heavily populated area. Moreover, in certain population centers, land costs and
zoning restrictions may create a demand for space in nearby less populated
areas.
Since our investments are primarily storage facilities, our ability to
preserve our investments and achieve our objectives is dependent in large part
upon success in this field. Historically, upon stabilization after an initial
fill-up period, our storage facility interests have generally shown a high
degree of consistency in generating cash flows, despite changing economic
conditions. We believe that our storage facilities, upon stabilization, have
attractive characteristics consisting of high profit margins, high average
occupancy levels, a broad tenant base and low levels of capital expenditures to
maintain their condition and appearance.
COMMERCIAL PROPERTIES: In addition to our interest in 1,361 storage
facilities, we have an interest in PSB, which, as of December 31, 2000, owned
140 commercial facilities with 12.6 million net rentable square feet. We also
own, either directly or through entities we control, an interest in six
commercial properties. We may invest in all types of real estate. Most of our
non-storage facilities investments are interests in business parks and low-rise
office buildings, primarily through our investment in PSB. A commercial property
may include both industrial and office space. Industrial space may be used for,
among other things, light manufacturing and assembly, storage and warehousing,
distribution and research and development activities. We believe that most of
the office space is occupied by tenants who are also renting industrial space.
The remaining office space is used for general office purposes. A commercial
property may also include facilities for commercial uses such as banks, travel
agencies, restaurants, office supply shops, professionals or other tenants
providing services to the public. The amount of retail space in a commercial
property is not expected to be significant.
11
ENVIRONMENTAL MATTERS: Our practice is to conduct environmental
investigations in connection with property acquisitions. As a result of
environmental investigations of our properties, which commenced in 1995, we
recorded an amount, which in management's best estimate, will be sufficient to
satisfy anticipated costs of known investigation and remediation requirements.
Although there can be no assurance, we are not aware of any environmental
contamination of any of our facilities which individually or in the aggregate
would be material to the Company's overall business, financial condition, or
results of operations.
ITEM 3. LEGAL PROCEEDINGS
Marsh/Forest Lockers, Ltd. V. Public Storage, Inc. et al (No. DV9907001
--------------------------------------------------------
in Judicial District Court of Dallas County, Texas)
In September 1999 Marsh/Forest Lockers, Ltd. commenced an action
claiming that a predecessor of the Company had breached a contract with
Marsh/Forest Lockers, Ltd. relating to the purchase of a property by failing to
pay certain amounts allegedly due under an earn-out clause contained in the
contract and by failing to maximize the profits of the property. Although not
specified in the pleadings, Marsh/Forest Lockers, Ltd. has recently asserted
various tort claims indicating they will seek total actual and punitive damages
for up to $17 million. The Company believes it has meritorious defenses to the
claims and is vigorously defending the lawsuit.
The Company is a party to various claims, complaints and other legal
actions that have arisen in the normal course of business from time to time. The
Company believes the outcome of these pending legal proceedings, in the
aggregate, will not have a material adverse effect on the operations or
financial position of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not submit any matter to a vote of security holders in
the fourth quarter of the fiscal year ended December 31, 2000.
ITEM 4A. EXECUTIVE OFFICERS OF THE COMPANY
The following is a biographical summary of the executive officers of
the Company:
B. Wayne Hughes, age 67, has been a director of the Company since its
organization in 1980 and was President and Co-Chief Executive Officer from 1980
until November 1991 when he became Chairman of the Board and sole Chief
Executive Officer. Mr. Hughes was Chairman of the Board and Chief Executive
Officer from 1990 until March 1998 of Public Storage Properties XI, Inc., which
was renamed PS Business Parks, Inc. ("PSB"), an affiliated REIT. From 1989-90
until the respective dates of merger, he was Chairman of the Board and Chief
Executive Officer of 18 affiliated REITs that were merged into the Company
between September 1994 and May 1998 (collectively, the "Merged Public Storage
REITs"). Mr. Hughes has been active in the real estate investment field for over
30 years. He is the father of B. Wayne Hughes, Jr., a director of the Company.
Harvey Lenkin, age 64, became President and a director of the Company
in November 1991. Mr. Lenkin has been employed by the Company for 23 years. He
has been a director of PSB since March 1998 and was President of PSB from 1990
until March 1998. Mr. Lenkin was President of the Merged Public Storage REITs
from 1989-90 until the respective dates of merger and was also a director of one
of those REITs, Storage Properties, Inc. ("SPI"), from 1989 until June 1996. He
is a member of the Board of Governors of the National Association of Real Estate
Investment Trusts, Inc. (NAREIT).
Marvin M. Lotz, age 58, became a director of the Company in May 1999.
Mr. Lotz has been a Senior Vice President of the Company since November 1995 and
President of the Property Management Division since 1988 with overall
responsibility for Public Storage's mini-warehouse operations. He had overall
responsibility for the Company's property acquisitions from 1983 until 1988.
12
John Reyes, age 40, a certified public accountant, joined the Company
in 1990 and was Controller of the Company from 1992 until December 1996 when he
became Chief Financial Officer. He became a Vice President of the Company in
November 1995 and a Senior Vice President of the Company in December 1996. From
1983 to 1990, Mr. Reyes was employed by Ernst & Young.
Carl B. Phelps, age 62, became a Senior Vice President of the Company
in January 1998 with overall responsibility for property acquisition and
development. From June 1991 until joining the Company, he was a partner in the
law firm of Andrews & Kurth, L.L.P., which performed legal services for the
Company. From December 1982 through May 1991, his professional corporation was a
partner in the law firm of Sachs & Phelps, then counsel to the Company.
Bahman Abtahi, age 57, joined the Company in July 1996 and was Senior
Vice-President - Construction and Development of the Real Estate Division and a
Vice President of the Company until May 2000 when he became a Senior Vice
President of the Company. Mr. Abtahi has responsibility for all of Public
Storage's construction and maintenance activities. Prior to joining the Company,
he was a management consultant.
Obren B. Gerich, age 62, a certified public accountant, has been a Vice
President of the Company since 1980 and became Senior Vice President of the
Company in November 1995. Mr. Gerich was Chief Financial Officer of the Company
until November 1991. Mr. Gerich was Vice President and Secretary of the Merged
Public Storage REITs from 1989-90 until the respective dates of merger.
David Goldberg, age 51, became Senior Vice President and General
Counsel of the Company in November 1995. Mr. Goldberg joined the Company's legal
staff in June 1991. From December 1982 until May 1991, he was a partner in the
law firm of Sachs & Phelps, then counsel to the Company.
Ronald L. Harden, age 52, joined the Company in 1987 and became a
Senior vice President of the Property Management Division in 1988, an Executive
Vice President of the Property Management Division in August 1999 and a Senior
Vice President of the Company in May 2000. Mr. Harden has administrative
responsibility for Public Storage's overall property management activities in
the mini-warehouse facilities system-wide. From 1983 until 1987, he was a
partner and Chief Operating Officer for Good Lite Foods. From 1979 until 1983,
Mr. Harden was employed by Taco Bell Restaurants, and his last position there
was Division Operations Director with responsibility for 175 restaurants.
W. David Ristig, age 52, rejoined the Company in August 1995 and was a
Vice President of the Company until May 2000 when he became a Senior Vice
President of the Company. Mr. Ristig has responsibility for Public Storage's
land acquisition. He was previously employed by the Company from 1980 until 1984
and from 1986 until 1990 and was involved in property acquisition and
development. From 1990 until August 1995, Mr. Ristig held positions as a loan
officer with three companies in the mortgage banking industry.
A. Timothy Scott, age 49, became Senior Vice President and Tax Counsel
of the Company in November 1996. From June 1991 until joining the Company, he
practiced tax law as a shareholder of the law firm of Heller, Ehrman, White and
McAuliffe, counsel to the Company. Prior to June 1991, his professional
corporation was a partner in the law firm of Sachs & Phelps, then counsel to the
Company.
David P. Singelyn, age 39, a certified public accountant, has been
employed by the Company since 1989 and became Vice President and Treasurer of
the Company in November 1995. Mr. Singelyn was Vice President and Controller of
SPI from 1991 until June 1996. From 1987 to 1989, he was Controller of
Winchell's Donut Houses, L.P.
Sarah Hass, age 45, became Secretary of the Company in February 1992
and a Vice President of the Company in November 1995. She joined the Company's
legal department in June 1991. From 1987 until May 1991, her professional
corporation was a partner in the law firm of Sachs & Phelps, then counsel to the
Company, and from April 1986 until June 1987, she was associated with that firm,
practicing in the area of securities law. From September 1979 until September
1995, Ms. Hass was associated with the law firm of Rifkind & Sterling,
Incorporated.
13
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
a. Market Price of the Registrant's Common Equity:
The Common Stock (NYSE:PSA) has been listed on the New York
Stock Exchange since October 19, 1984 and on the Pacific Exchange since
December 26, 1996. The Depositary Shares Each Representing 1/1,000 of a
Share of Equity Stock, Series A (NYSE:PSAA) (see section d. below) have
been listed on the New York Stock Exchange since February 14, 2000.
The following table sets forth the high and low sales prices
of the Common Stock on the New York Stock Exchange composite tapes for
the applicable periods.
Range
----------------------------------
Year Quarter High Low
----------- ----------- -------------- -------------
1999 1st $ 27-7/8 $ 24-1/4
2nd 29-3/8 23-3/16
3rd 27-7/8 23-7/8
4th 26 21-1/8
2000 1st 24-13/16 20-7/8
2nd 24-7/8 21-1/4
3rd 26-15/16 23-3/16
4th 24-7/8 21-1/8
The following table sets forth the high and low sales prices
of the Depositary Shares Each Representing 1/1,000 of a Share of Equity
Stock, Series A on the New York Stock Exchange composite tapes for the
applicable periods.
Range
----------------------------------
Year Quarter High Low
----------- ----------- -------------- -------------
2000 1st (a) $ 20-1/8 $ 18-15/16
2nd 22-3/4 19-1/4
3rd 24-5/8 20-3/8
4th 24 22-1/16
(a) Commencing February 14, 2000.
As of March 13, 2001, there were approximately 21,168 holders
of record of the Common Stock and approximately 15,853 holders of the
Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock,
Series A.
b. Class B Common Stock
The Class B Common Stock issued in connection with the PSMI
Merger (as defined under Item 7 below) has the following
characteristics:
* The Class B Common Stock (i) beginning on January 1, 2000,
participates in distributions (other than liquidating
distributions) at the rate of 97% of the per share
distributions on the Common Stock, provided that cumulative
distributions of at least $.22 per quarter per share have been
paid on the Common Stock, (ii) does not participate in
liquidating distributions, (iii) is not entitled to vote
(except as expressly required by California law) and (iv)
automatically converts into Common Stock, on a share for share
14
basis, upon the later to occur of FFO per Common Share
aggregating $3.00 during any period of four consecutive
calendar quarters or January 1, 2003.
For these purposes:
1. "FFO" means net income (loss) (computed in accordance
with GAAP) before (i) gain (loss) on early
extinguishment of debt, (ii) minority interest in income
and (iii) gain (loss) on disposition of real estate,
adjusted as follows: (A) plus depreciation and
amortization (including the Company's pro-rata share of
depreciation and amortization of unconsolidated equity
interests and amortization of assets acquired in a
merger, including property management agreements and
goodwill), and (B) less FFO attributable to minority
interest. FFO is a supplemental performance measure for
equity REITs as defined by the National Association of
Real Estate Investment Trusts, Inc. ("NAREIT"). The
NAREIT definition does not specifically address the
treatment of minority interest in the determination of
FFO or the treatment of the amortization of property
management agreements and goodwill. In the case of the
Company, FFO represents amounts attributable to its
shareholders after deducting amounts attributable to the
minority interests and before deductions for the
amortization of property management agreements and
goodwill. FFO is presented because management, as well
as many industry analysts, consider FFO to be one
measure of the performance of the Company and it is used
in establishing the terms of the Class B Common Stock.
FFO does not take into consideration scheduled principal
payments on debt, capital improvements, distributions
and other obligations of the Company. Accordingly, FFO
is not a substitute for the Company's cash flow or net
income as a measure of the Company's liquidity or
operating performance or ability to pay distributions.
FFO is not comparable to similarly entitled items
reported by other REITs that do not define it exactly as
the Company defines it.
2. "FFO per Common Share" means FFO less preferred stock
dividends (other than dividends on convertible preferred
stock) divided by the outstanding weighted average
shares of Common Stock assuming conversion of all
outstanding convertible securities and the Class B
Common Stock.
For these purposes, FFO per share of Common Stock (as defined)
was $2.59 for the year ended December 31, 2000.
c. Dividends
We have paid quarterly distributions to our shareholders since
1981, our first full year of operations. Overall distributions of
Common Stock for 2000 amounted to $184.1 million which includes a
special distribution declared on August 30, 2000 to common shareholders
of record as of September 15, 2000. The special distribution was paid
in cash.
Holders of Common Stock are entitled to receive distributions
when and if declared by the Company's Board of Directors out of any
funds legally available for that purpose. We are required to distribute
at least 95% of our net taxable ordinary income prior to the filing of
the Company's tax return and 85%, subject to certain adjustments,
during the calendar year, to maintain our REIT status for federal
income tax purposes. It is our intention to pay distributions of not
less than this required amount.
For Federal tax purposes, distributions to shareholders are
treated as ordinary income, capital gains, return of capital or a
combination thereof. For 2000, the dividends paid to the common
shareholders ($1.48 per share), on all the various classes of preferred
stock, and on Equity Stock, Series A were characterized as ordinary
income and long-term capital gain. The quarterly breakdown is as
follows:
15
TREATMENT OF DIVIDENDS PAID FOR 2000
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
----------- ----------- ----------- -----------
Ordinary Income 96.10% 95.79% 99.04% 99.96%
Long-term Capital Gain 3.90% 4.21% 0.96% 0.04%
----------- ----------- ----------- -----------
Total 100.00% 100.00% 100.00% 100.00%
=========== =========== =========== ===========
In 1999, distributions to common shareholders were $1.53 for
common shareholders who elected stock in a special dividend declared in
2000 and $1.50 for common shareholders who elected cash in the special
dividend, and were all ordinary income. For 1998, the dividends paid to
the common shareholders ($0.88 per share) and on all the various
classes of preferred stock were all ordinary income for the first,
third, and fourth quarter distributions. For the second quarter of
1998, 86.110% of the dividends were characterized as ordinary income
and the remainder was characterized as capital gain.
d. Equity Stock
The Company is authorized to issue 200,000,000 shares of
Equity Stock. The Articles of Incorporation provide that the Equity
Stock may be issued from time to time in one or more series and gives
the Board of Directors broad authority to fix the dividend and
distribution rights, conversion and voting rights, redemption
provisions and liquidation rights of each series of Equity Stock.
In January 2000, we issued 4,300,555 depositary shares
(2,200,555 shares as part of a special distribution declared on
November 15, 1999 and 2,100,000 shares in a separate public offering)
each representing 1/1,000 of a share of Equity Stock, Series A ("Equity
Stock A"). In addition, in the second quarter of 2000, we issued 52,547
depositary shares of Equity Stock A to a related party in connection
with the acquisition of real estate facilities. In December 2000, we
issued 1,282,500 depositary shares in a public offering. The Equity
Stock A ranks on a parity with common stock and junior to the Senior
Preferred Stock with respect to general preference rights and has a
liquidation amount which cannot exceed $24.50 per share. Distributions
with respect to each depositary share shall be the lesser of: a) five
times the per share dividend on the Common Stock or b) $2.45 per annum
(prorated for the year 2000). Except in order to preserve the Company's
federal income tax status as a REIT, we may not redeem the depositary
shares before March 31, 2005 (proposed to be extended to March 31,
2010). On or after March 31, 2005 (proposed to be extended to March 31,
2010), we may, at our option, redeem the depositary shares at $24.50
per depositary share. If the Company fails to preserve its federal
income tax status as a REIT, the depositary shares will be convertible
into common stock on a one for one basis. The depositary shares are
otherwise not convertible into common stock. Holders of depositary
shares vote as a single class with our holders of common stock on
shareholder matters, but the depositary shares have the equivalent of
one-tenth of a vote per depositary share. We have no obligation to pay
distributions on the depositary shares if no distributions are paid to
common shareholders.
In June 1997, we contributed $22,500,000 (225,000 shares) of
equity stock, now designated as Equity Stock, Series AA ("Equity Stock
AA") to a partnership in which we are the general partner. As a result
of this contribution, we obtained a controlling interest in the
partnership and began to consolidate the accounts of the partnership
and therefore the equity stock is eliminated in consolidation. The
Equity Stock AA ranks on a parity with Common Stock and junior to the
Senior Preferred Stock with respect to general preference rights and
has a liquidation amount of ten times the amount paid to each Common
Share up to a maximum of $100 per share. Quarterly distributions per
share on the Equity Stock AA are equal to the lesser of (i) 10 times
the amount paid per Common Stock or (ii) $2.20. We have no obligation
to pay distributions if no distributions are paid to common
shareholders.
In November 1999, we sold $100,000,000 (4,289,544 shares) of
Equity Stock, Series AAA ("Equity Stock AAA") to a newly formed joint
venture. We control the joint venture and consolidate the accounts of
the joint venture, and accordingly the Equity Stock AAA is eliminated
in consolidation. The Equity Stock AAA ranks on a parity with common
stock and junior to the Senior Preferred Stock (as defined below) with
16
respect to general preference rights, and has a liquidation amount
equal to 120% of the amount distributed to each common share. Annual
distributions per share are equal to the lesser of (i) five times the
amount paid per common share or (ii) $2.1564. We have no obligation to
pay distributions if no distributions are paid to common shareholders.
e. Registrant's Preferred Equity
On October 26, 1992, we completed a public offering of
1,825,000 shares ($25 stated value per share) of 10% Cumulative
Preferred Stock, Series A ("Series A Preferred Stock"). The Series A
Preferred Stock has general preference rights over the Common Stock
with respect to distributions and liquidation proceeds. During 2000, we
paid dividends totaling $4,563,000 ($2.50 per preferred share).
On March 25, 1993, we completed a public offering of 2,386,000
shares ($25 stated value per share) of 9.20% Cumulative Preferred
Stock, Series B ("Series B Preferred Stock"). The Series B Preferred
Stock has general preference rights over the Common Stock with respect
to distributions and liquidation proceeds. During 2000, we paid
dividends totaling $5,488,000 ($2.300 per preferred share).
On June 30, 1994, we completed a public offering of 1,200,000
shares ($25 stated value per share) of Adjustable Rate Cumulative
Preferred Stock, Series C ("Series C Preferred Stock"). The Series C
Preferred Stock has general preference rights over the Common Stock
with respect to distributions and liquidation proceeds. During 2000, we
paid dividends totaling $2,052,000 ($1.711 per preferred share).
On September 1, 1994, we completed a public offering of
1,200,000 shares ($25 stated value per share) of 9.50% Cumulative
Preferred Stock, Series D ("Series D Preferred Stock"). The Series D
Preferred Stock has general preference rights over the Common Stock
with respect to distributions and liquidation proceeds. During 2000, we
paid dividends totaling $2,850,000 ($2.375 per preferred share).
On February 1, 1995, we completed a public offering of
2,195,000 shares ($25 stated value per share) of 10% Cumulative
Preferred Stock, Series E ("Series E Preferred Stock"). The Series E
Preferred Stock has general preference rights over the Common Stock
with respect to distributions and liquidation proceeds. During 2000, we
paid dividends totaling $5,488,000 ($2.50 per preferred share).
On May 3, 1995, we completed a public offering of 2,300,000
shares ($25 stated value per share) of 9.75% Cumulative Preferred
Stock, Series F ("Series F Preferred Stock"). The Series F Preferred
Stock has general preference rights over the Common Stock with respect
to distributions and liquidation proceeds. During 2000, we paid
dividends totaling $5,606,000 ($2.437 per preferred share).
On December 13, 1995, we completed a public offering of
6,900,000 depositary shares ($25 stated value per depositary share)
each representing 1/1,000 of a share of 8-7/8% Cumulative Preferred
Stock, Series G ("Series G Preferred Stock"). The Series G Preferred
Stock has general preference rights over the Common Stock with respect
to distributions and liquidation proceeds. During 2000, we paid
dividends totaling $15,309,000 ($2.219 per preferred depositary share).
On January 25, 1996, we completed a public offering of
6,750,000 depositary shares ($25 stated value per depositary share)
each representing 1/1,000 of a share of 8.45% Cumulative Preferred
Stock, Series H ("Series H Preferred Stock"). The Series H Preferred
Stock has general preference rights over the Common Stock with respect
to distributions and liquidation proceeds. During 2000, we paid
dividends totaling $14,259,000 ($2.112 per preferred share).
On November 1, 1996, we completed a public offering of
4,000,000 depositary shares ($25 stated value per depositary share)
each representing 1/1,000 of a share of 8-5/8% Cumulative Preferred
Stock, Series I ("Series I Preferred Stock"). The Series I Preferred
Stock has general preference rights over the Common Stock with respect
to distributions and liquidation proceeds. During 2000, we paid
dividends totaling $8,625,000 ($2.156 per preferred share).
17
On August 25, 1997, we completed a public offering of
6,000,000 depositary shares ($25 stated value per depositary share)
each representing 1/1,000 of a share of 8% Cumulative Preferred Stock,
Series J ("Series J Preferred Stock"). The Series J Preferred Stock has
general preference rights over the Common Stock with respect to
distributions and liquidation proceeds. During 2000, we paid dividends
totaling $12,000,000 ($2.00 per preferred share).
On January 19, 1999, we completed a public offering of
4,600,000 depositary shares ($25 stated value per depositary share)
each representing 1/1,000 of a share of 8-1/4% Cumulative Preferred
Stock, Series K ("Series K Preferred Stock"). The Series K Preferred
Stock has general preference rights over the Common Stock with respect
to distributions and liquidation proceeds. During 2000, we paid
dividends totaling $9,488,000 ($2.063 per preferred share).
On March 10, 1999, we completed a public offering of 4,600,000
depositary shares ($25 stated value per depositary share) each
representing 1/1,000 of a share of 8-1/4% Cumulative Preferred Stock,
Series L ("Series L Preferred Stock"). The Series L Preferred Stock has
general preference rights over the Common Stock with respect to
distributions and liquidation proceeds. During 2000, we paid dividends
totaling $9,488,000 ($2.063 per preferred share).
On August 17, 1999, we completed a public offering of
2,250,000 depositary shares ($25 stated value per depositary share)
each representing 1/1,000 of a share of 8.75% Cumulative Preferred
Stock, Series M ("Series M Preferred Stock"). The Series M Preferred
Stock has general preference rights over the Common Stock with respect
to distributions and liquidation proceeds. During 2000, we paid
dividends totaling $4,922,000 ($2.188 per preferred share).
On January 19, 2001, we completed a public offering of
6,900,000 depositary shares ($25 stated value per depositary share)
each representing 1/1,000 of a share of 8.600% Cumulative Preferred
Stock, Series Q ("Series Q Preferred Stock"). The Series Q Preferred
Stock has general preference rights over the Common Stock with respect
to distributions and liquidation proceeds. During 2000, no dividends
were paid.
The Series A through Series M and Series Q Preferred Stock are
collectively referred to as the "Senior Preferred Stock".
18
ITEM 6. SELECTED FINANCIAL DATA
For the year ended December 31,
----------------------------------------------------------------------------
2000(1) 1999 (1) 1998 (1) 1997 (1) 1996 (1)
------------ ------------ ------------ ------------ ------------
(In thousands, except per share data)
Revenues:
Rental income $702,779 $627,851 $535,869 $434,008 $294,426
Equity in earnings of real estate entities 36,109 32,183 26,602 17,569 22,121
Interest and other income 18,422 16,700 18,614 17,474 19,829
------------ ------------ ------------ ------------ ------------
757,310 676,734 581,085 469,051 336,376
------------ ------------ ------------ ------------ ------------
Expenses:
Cost of operations 252,086 216,816 205,835 165,714 94,285
Depreciation and amortization 148,967 137,719 111,799 92,750 64,999
General and administrative 21,306 12,491 11,635 13,462 5,698
Interest expense 3,293 7,971 4,507 6,792 8,482
------------ ------------ ------------ ------------ ------------
425,652 374,997 333,776 278,718 173,464
------------ ------------ ------------ ------------ ------------
Income before minority interest and disposition 331,658 301,737 247,309 190,333 162,912
gain
Minority interest in income (preferred) (24,859) - - - -
Minority interest in income (common) (13,497) (16,006) (20,290) (11,684) (9,363)
------------ ------------ ------------ ------------ ------------
Net income before gain on disposition of real 293,302 285,731 227,019 178,649 153,549
estate
Gain on disposition of real estate investments 3,786 2,154 - - -
------------ ------------ ------------ ------------ ------------
Net income $297,088 $287,885 $227,019 $178,649 $153,549
============ ============ ============ ============ =============
- ---------------------------------------------------------------------------------------------------------------------------------
PER COMMON SHARE:
Distributions $1.48 $1.52 $0.88 $0.88 $0.88
Net income - Basic $1.41 $1.53 $1.30 $0.92 $1.10
Net income - Diluted $1.41 $1.52 $1.30 $0.91 $1.10
Weighted average common shares - Basic 131,566 126,308 113,929 98,446 77,117
Weighted average common shares - Diluted 131,657 126,669 114,357 98,961 77,358
- ---------------------------------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA:
Total assets $4,513,941 $4,214,385 $3,403,904 $3,311,645 $2,572,152
Total debt $156,003 $167,338 $81,426 $103,558 $108,443
Minority interest (common equity) $167,918 $186,600 $139,325 $288,479 $116,805
Minority interest (preferred OP Units) $365,000 - - - -
Shareholders' equity $3,724,117 $3,689,100 $3,119,340 $2,848,960 $2,305,437
- ---------------------------------------------------------------------------------------------------------------------------------
OTHER DATA:
Net cash provided by operating activities $502,450 $459,177 $372,992 $294,557 $245,361
Net cash used in investing activities $(447,503) $(448,529) $(355,231) $(408,313) $(479,626)
Net cash provided by (used in) financing $(20,605) $(6,748) $(7,991) $128,355 $180,685
activities
Funds from operations (2) $452,155 $428,962 $336,363 $272,234 $224,476
(1) During 2000, 1999, 1998, 1997 and 1996, we completed several significant
business combinations and equity transactions. See Notes 3 and 10 to the
Company's consolidated financial statementS.
(2) Funds from operations ("FFO"), means net income (loss) (computed in
accordance with GAAP) before (i) gain (loss) on early extinguishment of
debt, (ii) minority interest in income and (iii) gain (loss) on disposition
of real estate, adjusted as follows: (i) plus depreciation and amortization
(including the Company's pro-rata share of depreciation and amortization of
unconsolidated equity interests and amortization of assets acquired in a
merger, including property management agreements and excess purchase cost
over net assets acquired), and (ii) less FFO attributable to minority
interest. FFO is a supplemental performance measure for equity REITs as
defined by the National Association of Real Estate Investment Trusts, Inc.
("NAREIT"). The NAREIT definition does not specifically address the
treatment of minority interest in the determination of FFO or the treatment
of the amortization of property management agreements and excess purchase
cost over net assets acquired. In the case of the Company, FFO represents
amounts attributable to its shareholders after deducting amounts
attributable to the minority interests and before deductions for the
amortization of property management agreements and excess purchase cost
over net assets acquired. FFO is presented because management, as well as
many analysts, consider FFO to be one measure of the performance of the
Company and it is used in certain aspects of the terms of the Class B
Common Stock. FFO does not take into consideration scheduled principal
payments on debt, capital improvements, distributions and other obligations
of the Company. Accordingly, FFO is not a substitute for the Company's cash
flow or net income as a measure of the Company's liquidity or operating
performance or ability to pay distributions. FFO is not comparable to
similarly entitled items reported by other REITs that do not define it
exactly as the Company defines it.
19
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction
with the Company's consolidated financial statements and notes thereto.
FORWARD LOOKING STATEMENTS: When used within this document, the words
"expects," "believes," "anticipates," "should," "estimates," and similar
expressions are intended to identify "forward-looking statements" within the
meaning of that term in Section 27A of the Securities Exchange Act of 1933, as
amended, and in Section 21F of the Securities Exchange Act of 1934, as amended.
Such forward-looking statements involve known and unknown risks, uncertainties,
and other factors, which may cause the actual results and performance of the
Company to be materially different from those expressed or implied in the
forward looking statements. Such factors include the impact of competition from
new and existing storage and commercial facilities which could impact rents and
occupancy levels at the Company's facilities; the Company's ability to evaluate,
finance, and integrate acquired and developed properties into the Company's
existing operations; the Company's ability to effectively compete in the markets
that it does business in; the impact of the regulatory environment as well as
national, state, and local laws and regulations including, without limitation,
those governing Real Estate Investment Trusts; the acceptance by consumers of
the containerized storage concept; the impact of general economic conditions
upon rental rates and occupancy levels at the Company's facilities; and the
availability of permanent capital at attractive rates.
OVERVIEW: The storage industry is highly fragmented and is composed
predominantly of numerous local and regional operators. Competition in the
markets in which we operate is significant and is increasing from additional
development of storage facilities in many markets which may negatively impact
occupancy levels and rental rates at the storage facilities. However, we believe
that we possess several distinguishing characteristics which enable us to
compete effectively with other owners and operators.
We are the largest owner and operator of storage facilities in the
United States with ownership interests as of December 31, 2000 in 1,361 storage
facilities containing approximately 81.3 million net rentable square feet. All
of our facilities are operated under the "Public Storage" brand name, which we
believe is the most recognized and established name in the storage industry.
Located in the major metropolitan markets of 37 states, our storage facilities
are geographically diverse, giving us national recognition and prominence. This
concentration establishes us as one of the dominant providers of storage space
in each market in which we operate and enables us to use a variety of
promotional activities, such as radio advertising as well as targeted
discounting and referrals and, to a lesser extent, television advertising, which
are generally not economically viable to our competitors. In addition, we
believe that the geographic diversity of the portfolio reduces the impact from
regional economic downturns and provides a greater degree of revenue stability.
We will continue to focus our growth strategies on: (i) improving the
operating performance of our existing traditional self-storage properties, (ii)
increasing our ownership of storage facilities through additional investments,
(iii) improving the operating performance of the containerized storage business
and (iv) participating in the growth of PS Business Parks, Inc. Major elements
of these strategies are as follows:
* We will continue to focus upon enhancing the operating performance
of our existing traditional self-storage properties, primarily
through increases in revenues achieved through the telephone
reservation center and associated marketing efforts. These
increases in revenue levels are expected to result primarily from
increases in realized rent per occupied square foot rather than
significant increases in occupancy levels.
* We expect to continue our storage facility development program.
Over the past three years, the Company and related development
joint ventures opened a total of 70 storage facilities at a cost
of approximately $334 million, with 4,475,000 net rentable square
feet. The Company and a related development joint venture
partnership have a total of 110 projects identified for openings
after December 31, 2000 at a total cost of $628 million. These 110
projects (which includes Combination Facilities) are comprised of
53 storage facilities for which we have acquired the land at
December 31, 2000 (total estimated costs upon completion of $368
million), 25 storage facilities identified for which we have not
acquired the land (estimated costs upon completion of
approximately $174 million) and 32 expansions of existing
self-storage facilities (total estimated costs upon completion of
$86 million). Generally, the construction period takes nine to 12
months, followed by an 18 to 24 month fill-up process. Throughout
20
the fill-up period, we experience earnings dilution to the extent
of our interest in the developed properties.
* We will acquire facilities from third parties and affiliated
entities when appropriate. During 2000, we acquired a total of 8
storage properties and two commercial properties from third
parties. In addition, during 2000, we acquired 4 storage
properties as well as the remaining partnership interest in 13
properties that we did not already own from affiliated entities.
We believe that our national telephone reservation system and
marketing organization present an opportunity for increased
revenues through higher occupancies of the properties acquired, as
well as cost efficiencies through greater critical mass.
* We will continue to focus on improving the operations of the
containerized storage operations. The Company is developing
facilities that combine containerized storage and traditional
self-storage ("Combination Facilities") which will replace
existing third-party leased facilities and reduce third-party
lease expense. We believe that Combination Facilities offer
efficiencies and a more effective method to meet customers' needs
than a stand-alone containerized storage facility. We expect that,
upon completion of our combination facility development program,
substantially all of the containerized storage facilities will be
operated in Combination Facilities.
* Through our investment in PS Business Parks, Inc., we will
continue to participate in the growth of this company's investment
in approximately 140 commercial properties.
RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
NET INCOME AND EARNINGS PER COMMON SHARE: Net income for 2000, 1999 and
1998 was $297,088,000, $287,885,000 and $227,019,000 respectively. The increase
in net income was primarily the result of improved property operations, reduced
operating losses from the containerized storage business, and the acquisition of
additional real estate investments during 1999 and 2000 (including the
acquisition of Storage Trust). The impact of these items was offset partially by
an increased allocation of income to minority interests (as a result of the
issuance of preferred operating partnership units, referred to below) combined
with an increase in general and administration expense.
During 2000, our capital raising activities included the issuance of
approximately $365.0 million in preferred operating partnership units in one of
our controlled partnerships. Unlike distributions to preferred shareholders,
distributions to preferred unitholders are presented as minority interest in
income and a reduction in computing the Company's net income. As a result of
these preferred distributions, minority interest in income increased $24,859,000
in the year ended December 31, 2000 as compared to 1999 and 1998.
Net income allocable to common shareholders for 2000, 1999 and 1998 was
$185,908,000, $193,092,000 and $148,644,000, respectively. On a diluted basis,
net income was $1.41 per common share (based on weighted average shares
outstanding of 131,657,000) for 2000, $1.52 per common share (based on weighted
average shares outstanding of 126,669,000) for 1999 and $1.30 per common share
(based on weighted average shares outstanding of 114,357,000) for 1998. The
decrease in net income per common share in 2000 as compared to 1999 reflects the
inclusion of 6,790,000 common equivalent shares related to the Company's Class B
common shares in 2000, but not in 1999 or 1998, as described more fully below.
The decrease in net income per share also includes increased dilution from
uninvested proceeds from the Company's issuance of fixed-rate preferred
securities, increased dilution from development activities, increased general
and administrative expense, and the impact of the Company's issuance of the
Equity Stock, Series A. These factors were offset partially by improved property
operations and reduced operating losses from the containerized storage business.
The increase in net income per share for 1999 compared to 1998 was principally
the result of improved real estate operations and the impact of decreased
operating losses of the containerized storage business.
21
In computing net income allocable to common shareholders for each
period, aggregate dividends paid to the holders of the Equity Stock, Series A
and preferred equity securities have been deducted in determining net income
allocable to the common shareholders. Distributions paid to the holders of the
Equity Stock, Series A totaled $11,042,000 in 2000 (none in 1999 or 1998).
Distributions paid to preferred shareholders totaled $100,138,000 in 2000,
$94,793,000 in 1999 and $78,375,000 in 1998.
Commencing January 1, 2000, the Company's 7,000,000 Class B common
shares outstanding began to participate in distributions of the Company's
earnings. Distributions per share of Class B common stock are equal to 97% of
the per share distribution paid to the Company's regular common shares. As a
result of this participation in distributions of earnings, for purposes of
computing net income per common share, the Company began to include 6,790,000
(7,000,000 x 97%) Class B common shares in the weighted average common
equivalent shares effective January 1, 2000. Weighted average diluted shares for
the years ended 1998 and 1999 do not include any shares with respect to the
Class B common stock as these shares did not participate in distributions of the
Company's earnings prior to January 1, 2000.
REAL ESTATE OPERATIONS
- --------------------------------------------------------------------------------
SELF - STORAGE OPERATIONS: Our self-storage operations are by far the
largest component of our operations, representing approximately 86% of total
revenues generated during 2000. At the end of 1997, we had a total of 894
self-storage facilities included in our consolidated financial statements. Since
that time we have increased the number of self-storage facilities by 353 (1998 -
57 facilities, 1999 - 250 facilities and 2000 - 46 facilities). As a result of
significant acquisitions of self-storage facilities in each of the past three
years, year over year comparisons as presented on the consolidated statements of
income with respect to our self-storage operations are not meaningful.
To enhance year over year comparisons, the following table summarizes
the operating results (before depreciation) of (i) the 891 self-storage
facilities that are reflected in the financial statements for the entire three
years ended December 31, 2000 (the "Consistent Group") and (ii) all other
self-storage facilities for which operations were not reflected in the financial
statements for the entire three years ended December 31, 2000 (the "Other
Facilities"):
22
SELF - STORAGE OPERATIONS: Year Ended December 31, Year Ended December 31,
- -------------------------- ------------------------ ------------------------
Percentage Percentage
2000 1999 Change 1999 1998 Change
-------- -------- ---------- -------- -------- ----------
(Dollar amounts in thousands, except rents per square foot)
Rental income (a):
- -----------------
Consistent Group......................... $508,878 $487,942 4.3% $487,942 $468,673 4.1%
Other Facilities......................... 144,646 104,677 38.2% 104,677 19,618 433.6%
-------- -------- ---------- -------- -------- ----------
653,524 592,619 10.3% 592,619 488,291 21.4%
-------- -------- ---------- -------- -------- ----------
Cost of operations:
- ------------------
Consistent Group......................... 155,458 146,931 5.8% 146,931 143,068 2.7%
Other Facilities......................... 55,004 37,550 46.5% 37,550 6,308 495.3%
-------- -------- ---------- -------- -------- ----------
210,462 184,481 14.1% 184,481 149,376 23.5%
-------- -------- ---------- -------- -------- ----------
Net operating income:
- --------------------
Consistent Group......................... 353,420 341,011 3.6% 341,011 325,605 4.7%
Other Facilities......................... 89,642 67,127 33.5% 67,127 13,310 404.3%
-------- -------- ---------- -------- -------- ----------
443,062 408,138 8.6% 408,138 338,915 20.4%
-------- -------- ---------- -------- -------- ----------
Depreciation and Amortization......... 141,425 131,118 7.9% 131,118 103,045 27.2%
-------- -------- ---------- -------- -------- ----------
Operating Income...................... $301,637 $277,020 8.9% $277,020 $235,870 17.4%
======== ======== ========== ======== ======== ==========
Consistent Group data:
---------------------
Gross margin............................. 69.5% 69.9% (0.4)% 69.9% 69.5% 0.4%
Weighted average:
Occupancy............................. 91.9% 92.1% (0.2)% 92.1% 92.1% 0.0%
Realized annual rent per square foot $10.14 $9.69 4.6% $9.69 $9.29 4.3%
(b)......................................
Scheduled annual rent per square foot. $11.18 $10.30 8.5% $10.30 $10.08 2.2%
Number of self-storage facilities (at end of period):
Consistent group...................... 891 891 0.0% 891 891 0.0%
Other Facilities...................... 356 310 14.8% 310 60 416.7%
Net rentable sq. ft. (at end of period):
Consistent group...................... 52,566 52,566 0.0% 52,566 52,566 0.0%
Other Facilities....................... 22,004 18,903 16.4% 18,903 4,543 316.1%
(a) Rental income includes late charges and administrative fees. For the
Consistent Group late charges and administrative fees in aggregate totaled
$18,816,000, $18,825,000 and $18,730,000 for 2000, 1999 and 1998,
respectively.
(b) Realized annual rent per square foot is computed by annualizing rental
income excluding late charges and administrative fees divided by the
weighted average occupied square footage for the period.
The Consistent Group of facilities experienced increased revenues in
2000 and 1999 of 4.3% and 4.1%, respectively, as compared to the preceding year.
The 4.3% increase in revenues in 2000 as compared to 1999 was caused primarily
by a 4.6% increase in realized rent per occupied square foot, offset by a 0.2%
reduction in average occupancy levels. Similarly, the 4.1% increase in revenues
in 1999 as compared to 1998 was caused primarily by a 4.3% increase in realized
rent per occupied square foot, with no change in average occupancy levels.
Over the past several months, we have increased scheduled rents (rental
rates charged to new customers) throughout the portfolio. Scheduled rental rates
for the Consistent Group of facilities are approximately 14.5% higher as of
December 31, 2000 than they were at the same time last year. We are currently
evaluating the impact of higher rental rates on our move-in and move-out
activity. In addition, we are evaluating market supply and demand factors and
based on these analysis we may adjust rental rates further, either increasing or
decreasing them.
23
As indicated above, the scheduled rental rates are the rates being
charged to new customers. The rental rates charged to our existing customer
base, is on average, less than the current scheduled rates. For 2000, the
average realized rental rate per square foot was approximately $1.04 or 9.3%
below current scheduled rents. Our rental agreements are generally on a
month-by-month basis giving us the flexibility to increase rates to our existing
customers. During the first quarter of fiscal 2001, we began to implement higher
rental rates to our existing customer base. The amount of increase will depend
on a number of factors and may not result in rental rates equal to the level of
scheduled rental rates. There can be no assurance that higher rental rates will
not adversely affect our occupancies.
Cost of operations includes all direct and indirect costs of operating,
marketing and managing the facilities. The following table summarizes major
operating expenses with respect to the Consistent Group (in thousands):
2000 1999 1998
---------- ---------- ----------
Payroll expense $43,833 $42,637 $42,152
Property taxes 44,028 44,294 44,356
Repairs and maintenance 14,964 12,193 12,033
Advertising 8,148 7,161 4,940
Telephone reservation center costs 9,159 7,520 6,748
Other 35,326 33,126 32,839
---------- ---------- ----------
$155,458 $146,931 $143,068
========== ========== ==========
Increases in advertising cost are principally due to expanded yellow
page advertising in telephone directories. Promotional advertising is an
important part of our operational strategy. Our advertising activities have
increased customer call volume into our national reservation system, where one
of our representatives discusses with the customer space requirements, price and
location preferences and also informs the customer of other products and
services provided by the Company and its subsidiaries. During 2000, call volume
averaged approximately 200,000 calls per month, as compared to approximately
185,000 and 180,000 in 1999 and 1998, respectively.
While there can be no assurance, we do not believe that the power
crisis experienced currently in California will have any material impact upon
our operations; for the year ended December 31, 2000, total Consistent Group
utility expense was less than 2% of total revenues.
Telephone reservation center costs have increased due to the expansion
of our telephone reservation system. During 2000, we opened our second call
center in Plano, Texas. In connection with the national telephone reservation
system, we implement various pricing and promotional discount strategies
designed to increase rental activity. For the Consistent Group promotional
discounts (which are included as a reduction to gross rents to arrive at rental
income) were $13,372,000 in 2000, $14,374,000 in 1999, and $14,735,000 in 1998.
During the past three years, we have opened 30 newly developed
facilities (24 in 2000, 6 in 1999 and none in 1998) with a total cost of
approximately $145.7 million. Included in the above table, under the caption
"Other Facilities", are revenues of $3,870,000 and $4,000 for 2000 and 1999,
respectively, and cost of operations of $2,980,000 and $38,000 for 2000 and
1999, respectively, with respect to these facilities.
Due to the fill-up nature of a newly developed self-storage facility,
our earnings have been negatively impacted by our development activities. Unlike
many other types of real estate, we do not pre-lease our storage space prior to
the opening of a newly developed facility. Generally, it takes approximately 24
months for a newly developed facility to reach a stabilized occupancy level of
90%. At this stabilized occupancy level, operating costs represent approximately
30% of stabilized rental revenues. Since the operating costs are substantially
fixed in nature, a newly developed facility will not reach a break-even
operating cash flow until it achieves an occupancy level of approximately 30%.
At December 31, 2000, the 30 newly developed facilities had an average occupancy
level of approximately 40%. We expect that over at least the next twelve months
our development activities will continue to have a negative impact to our
earnings as additional newly developed facilities are opened. See "Liquidity and
Capital Resources - Acquisition and Development of Facilities."
24
During 2000, the Company acquired 12 operating self-storage facilities
for an aggregate cost of $61.2 million. Included in the above table for 2000,
under the caption "Other Facilities", are revenues of $2,442,000 and cost of
operations of $790,000 with respect to these facilities.
As described in Note 3 to the financial statements, on September 15,
2000, we acquired the remaining ownership interests in a partnership of which we
are the general partner, for an aggregate acquisition cost of $81.2 million,
consisting of cash of $66.8 million and the reduction of our pre-existing
investment in the amount of $14.4 million. Included in the above table, under
the caption "Other Facilities", for 2000 are revenues of $3,242,000 and cost of
operations of $1,051,000, with respect to these facilities.
COMMERCIAL PROPERTY OPERATIONS: Commercial property operations included
in the consolidated financial statements include commercial space owned by the
Company and Consolidated Entities. Effective April 1, 1998, our investment in
PSB is accounted for on the equity method of accounting, and accordingly our
share of PSB's earnings is reflected as "Equity in earnings of real estate
entities."
During 2000, we acquired two commercial facilities (which are expected
to be converted into storage facilities) for an aggregate cost of $5,930,000.
Included within commercial property operations for 2000 with respect to these
facilities was revenues of $475,000 and cost of operations of $131,000.
The following table sets forth the historical commercial property
amounts included in the financial statements:
COMMERCIAL PROPERTY OPERATIONS:
- -------------------------------
Year Ended December 31, Year Ended December 31,
----------------------- -----------------------
2000 1999 Change 1999 1998 Change
---------- ---------- ---------- ---------- ---------- ----------
(Amounts in thousands)
Rental income ............... $11,341 $ 8,204 38.2% $ 8,204 $23,112 (64.5)%
Cost of operations............ 3,826 2,826 35.4% 2,826 7,951 (64.5)%
---------- ---------- ---------- ---------- ---------- ----------
Net operating income....... 7,515 5,378 39.7% 5,378 15,161 (64.5)%
Depreciation expense....... 2,291 1,686 35.9% 1,686 4,437 (62.0)%
---------- ---------- ---------- ---------- ---------- ----------
Operating income........... $5,224 $3,692 41.5% $3,692 $10,724 (65.6)%
========== ========== ========== ========== ========== ==========
From the time of PSB's formation through March 31, 1998, we consolidated
the accounts of PSB in our financial statements. During the second quarter of
1998, our ownership interest in PSB was reduced below 50% and, as a result, we
no longer had a controlling interest in PSB. Accordingly, effective April 1,
1998, we no longer include the accounts of PSB in the consolidated financial
statements and have accounted for our investment using the equity method. For
all periods after March 31, 1998, the income statement includes our share of
income in PSB. Further, commercial property operations for the periods after
March 31, 1998 reflect only the commercial property operations of facilities
owned by us which have both storage and commercial use combined at the same
property location.
CONTAINERIZED STORAGE OPERATIONS
- --------------------------------------------------------------------------------
In August 1996, Public Storage Pickup & Delivery ("PSUD"), a subsidiary
of the Company, made its initial entry into the containerized storage business
through its acquisition of a single facility operator located in Irvine,
California. At December 31, 2000, PSPUD operated 41 facilities in 13 states. The
facilities are located in major markets in which we have significant market
presence with respect to our traditional storage facilities.
Due to the start-up nature of the business, PSPUD incurred operating
losses totaling approximately $5.1 million, $7.4 million, and $28.4 million for
the years ended December 31, 2000, 1999 and 1998, respectively, summarized as
follows:
25
CONTAINERIZED STORAGE:
- ----------------------
Year Ended December 31, Year Ended December 31,
----------------------- Dollar ----------------------- Dollar
2000 1999 Change 1999 1998 Change
---------- ----------- ---------- ----------- ---------- ----------
(Dollar amounts in thousand)
Rental and other income ............ $37,914 $27,028 $10,886 $27,028 $24,466 $2,562
---------- ----------- ---------- ----------- ---------- ----------
Cost of operations:
Direct operating costs.......... 27,849 18,397 9,452 18,397 24,902 (6,505)
Marketing and advertising....... 1,283 1,333 (50) 1,333 9,206 (7,873)
Facility lease expense.......... 8,666 9,779 (1,113) 9,779 14,400 (4,621)
---------- ----------- ---------- ----------- ---------- ----------
Total cost of operations..... 37,798 29,509 8,289 29,509 48,508 (18,999)
---------- ----------- ---------- ----------- ---------- ----------
Operating gain (loss) prior to
depreciation.................. 116 (2,481) 2,597 (2,481) (24,042) 21,561
Depreciation expense (a)........ 5,251 4,915 336 4,915 4,317 598
---------- ----------- ---------- ----------- ---------- ----------
Operating losses.................... $(5,135) $(7,396) $2,261 $(7,396) $(28,359) $20,963
========== =========== ========== =========== ========== ==========
(a) Depreciation for 2000 includes $450,000 with respect to real
estate assets.
Rental and other income includes monthly rental charges to customers
for storage of the containers and service fees charged for pickup and delivery
of containers to customers' homes. Rental income increased to $37,914,000 in
2000 as compared to $27,028,000 in 1999 as a result of higher per container
rents and an increase in occupied containers. Rental income increased to
$27,028,000 in 1999 compared to $24,466,000 in 1998 principally as a result in
increases in the number of occupied containers. At December 31, 2000, there were
approximately 59,443 occupied containers compared to 57,405 at December 31, 1999
and 48,360 at December 31, 1998.
Direct operating costs principally includes payroll, equipment lease
expense, utilities and vehicle expenses (fuel and insurance). In addition,
during 2000, included in direct operating costs was $1,853,000 expensed due to
the obsolescence of containers.
Marketing and advertising expense decreased to $1,333,000 in 1999 from
$9,206,000 in 1998 primarily due to the curtailment of television advertising in
the second half of 1998.
Substantially all of the facilities in which PSPUD operates are leased
from third parties. Over the past three years, facility lease expense has
continued to decrease ($8,666,000 in 2000, $9,779,000 in 1999, and $14,400,000
in 1998). The reduction from 1999 to 2000 is principally the result of moving
the operations from leased facilities to wholly-owned facilities, and thus
eliminating the lease expense paid to third parties. The reduction from 1998 to
1999 is principally the result of the reduction in the number of facilities
being operated.
At December 31, 2000, 25 of the 41 containerized storage facilities are
leased from third parties. We anticipate developing 45 combination facilities
(which includes 14 storage facilities that are being converted to combination
facilities) that combine self-storage and containerized storage space in the
same location. These facilities are expected to replace 22 of the leased
facilities during 2001. We expect that an increasing part of the containerized
storage business will be operated from this type of facility. To the extent that
these developed combination facilities replace existing third-party leased
facilities, lease expense should continue to be reduced.
The containerized storage operations may continue to adversely impact
the Company's future earnings and cash flows. There can be no assurance as to
the level of the containerized storage business's expansion, level of gross
rentals, level of move-outs or profitability.
26
EQUITY IN EARNINGS OF REAL ESTATE ENTITIES: In addition to our ownership
of equity interests in PSB, we had general and limited partnership interests in
11 limited partnerships at December 31, 2000 (PSB and the limited partnerships
are collectively referred to as the "Unconsolidated Entities"). Due to our
limited ownership interest and control of these entities, we do not consolidate
the accounts of these entities for financial reporting purposes, and account for
such investments using the equity method.
Equity in earnings of real estate entities for the year ended December
31, 2000 consists of our pro rata share of the Unconsolidated Entities based
upon our ownership interest for the period. Similar to the Company, the
Unconsolidated Entities (other than PSB) generate substantially all of their
income from their ownership of storage facilities, which we manage. In the
aggregate, the Unconsolidated Entities (including PSB) own a total of 254 real
estate facilities, 114 of which are storage facilities. The following table sets
forth the significant components of equity in earnings of real estate entities:
HISTORICAL SUMMARY: Year Ended December 31, Year Ended December 31,
- ------------------- ----------------------- Dollar ----------------------- Dollar
2000 1999 Change 1999 1998 Change
---------- ---------- ---------- ---------- --------- ----------
(Amounts in thousands)
Property operations:
PSB.................................... $42,562 $35,623 $6,939 $35,623 $23,301 $12,322
Development Joint Venture.............. 4,541 2,346 2,195 2,346 729 1,617
Other investments - primarily storage.. 16,724 18,036 (1,312) 18,036 20,329 (2,293)
---------- ---------- ---------- ---------- --------- ----------
63,827 56,005 7,822 56,005 44,359 11,646
---------- ---------- ---------- ---------- --------- ----------
Depreciation:
PSB.................................... (14,672) (12,130) (2,542) (12,130) (7,303) (4,827)
Development Joint Venture.............. (1,887) (1,320) (567) (1,320) (564) (756)
Other investments - primarily storage . (5,266) (6,271) 1,005 (6,271) (6,017) (254)
---------- ---------- ---------- ---------- --------- ----------
(21,825) (19,721) (2,104) (19,721) (13,884) (5,837)
---------- ---------- ---------- ---------- --------- ----------
Other: (1)
PSB (2)............................... (7,150) (4,505) (2,645) (4,505) (1,220) (3,285)
Development Joint Venture.............. 40 153 (113) 153 97 56
Other investments - primarily storage.. 1,217 251 966 251 (2,750) 3,001
---------- ---------- ---------- ---------- --------- ----------
(5,893) (4,101) (1,792) (4,101) (3,873) (228)
---------- ---------- ---------- ---------- --------- ----------
Total equity in earnings of real estate
entities.................................. $36,109 $32,183 $3,926 $32,183 $26,602 $5,581
========== ========== ========== ========== ========= ==========
(1) "Other" reflects the Company's share of general and administrative
expense, interest expense, interest income, and other non-property,
non-depreciation related operating results of these entities.
(2) During 2000, the company also recorded its pro-rata share of gain on
disposition of real estate investments totaling $3,210,000. This gain
is included in the line item "Gain on disposition of real estate and
real estate investments" on our consolidated statements of income.
The increase in 2000 equity in earnings as compared to 1999 is
principally the result of improved operations of PSB, offset partially by the
impact of certain business combinations occurring in 2000 and 1999 whereby we
obtained a controlling interest in certain entities and began to include the
accounts of such entities in the consolidated financial statements. Prior to the
inclusion of these entities in the consolidated financial statements, we used
the equity method to report our share of the entities' earnings. Equity in
earnings of real estate entities includes income of $866,000, $3,539,000, and
$1,034,000 for 2000, 1999 and 1998, respectively, with respect to investments
which no longer existed at December 31, 2000.
The increase in 1999 equity in earnings of real estate entities
compared to 1998 is principally the result of improved operations of PSB, as
well as the impact of the deconsolidation of PSB effective April 1, 1998 whereby
1999's equity in earnings includes a full year with respect to our interest in
the operations of PSB, and 1998 includes nine months of such interest. The
increase is partially offset by the impact of certain business combinations
occurring in 1998 and 1999 whereby we acquired a controlling interest in certain
entities and began to include the accounts of such entities in the consolidated
financial statements. Prior to the inclusion of these entities in the
consolidated financial statements, we used the equity method to report our share
of the entities' earnings.
27
Equity in earnings of PSB represents our pro rata share (approximately
42%) of earnings of PS Business Parks, Inc., a publicly traded real estate
investment trust. As of December 31, 2000, we owned 5,418,273 common shares and
7,305,352 operating partnership units (units which are convertible into common
shares on a one-for-one basis) in PSB. PSB is a publicly traded real estate
investment trust organized by the Company on January 2, 1997. At December 31,
2000, PSB owned 140 properties located in 9 states. PSB also manages the
commercial properties owned by the Company and affiliated entities
In April 1997, we formed a joint venture partnership (the "Development
Joint Venture") with an institutional investor to participate in the development
of approximately $220 million of storage facilities. The venture is funded
solely with equity capital consisting of 30% from the Company and 70% from the
institutional investor. Equity in earnings from the Development Joint Venture
reflects our pro rata share, based upon our ownership interest, of the
operations of the Development Joint Venture. Since inception through December
31, 2000, the Development Joint Venture has developed and opened 47 storage
facilities with an aggregate cost of approximately $231.5 million. Generally the
construction period takes nine to 12 months followed by a 18 to 24 month fill-up
process until the newly constructed facility reaches a stabilized occupancy
level of approximately 90%. For fiscal 1997, 1998, and 1999, the majority of the
completed facilities are in the fill-up process and had not reached a stabilized
occupancy level. We expect that our earnings with respect to our investment in
the Development Joint Venture will continue to increase in 2001 as compared to
2000 as the existing properties continue to fill up.
During the first six months of fiscal 2000, we acquired controlling
interests in certain entities. As a result of our ownership and control, we
began to consolidate the accounts of these entities into our financial
statements. Since we no longer account for our investment using the equity
method, equity in earnings with respect to the "Other partnerships" has
decreased in 2000 as compared 1999.
OTHER INCOME AND EXPENSE ITEMS
- --------------------------------------------------------------------------------
INTEREST AND OTHER INCOME: Interest in other income includes (i) the
net operating results from our property management operations, (ii) merchandise
sales and consumer truck rentals and (iii) interest income.
Interest and other income has increased in 2000 as compared to 1999
principally as a result of higher cash balances invested in interest bearing
accounts. Higher cash balances are primarily due to our issuance of preferred
operating partnership units in 2000 and the timing of investing the proceeds
into real estate assets.
DEPRECIATION AND AMORTIZATION: Depreciation and amortization expense
was $148,967,000 in 2000, $137,719,000 in 1999 and $111,799,000 in 1998.
Depreciation expense with respect to the real estate facilities was $134,857,000
in 2000, $123,495,000 in 1999 and $98,173,000 in 1998; the increases are due to
the acquisition of additional real estate facilities in 1998 through 2000.
Depreciation expense with respect to non real estate assets, primarily
depreciation of equipment associated with the containerized storage operations,
was $4,801,000 in 2000, $4,915,000 in 1999 and $4,317,000 in 1998. Amortization
expense with respect to intangible assets totaled $9,309,000 for each of the
three years ended December 31, 2000.
GENERAL AND ADMINISTRATIVE EXPENSE: General and administrative expense
was $21,306,000 in 2000, $12,491,000 in 1999 and $11,635,000 in 1998. General
and administrative costs for each year principally consist of state income
taxes, investor relation expenses, certain overhead associated with the
acquisition and development of real estate facilities, and overhead associated
with the containerized storage business. The increase includes an expansion in
our product research and development efforts, as well as costs associated with
lease terminations on leased containerized storage facilities which were
replaced by newly-developed facilities, and increased consulting fees. The total
amount of such expenses was approximately $5,963,000 in 2000 and $1,291,000 in
1999 (none in 1998). In addition, during 2000, we experienced an increase in
costs relating to our development activities of approximately $1,447,000 when
compared to 1999.
28
Although we expect that our general and administrative expense for
fiscal 2001 will be less than what we experienced in 2000 we expect to exceed
the level of general and administrative expense experienced in 1999 due to the
following: (i) the growth in the size of the Company, (ii) additional lease
termination cost with respect to the leased containerized storage facilities,
and (iii) Company's property acquisition and development activities have
continued to expand, resulting in certain additional costs incurred in
connection with the acquisition of additional real estate facilities.
INTEREST EXPENSE: Interest expense was $3,293,000 in 2000, $7,971,000
in 1999 and $4,507,000 in 1998. Debt and related interest expense remain
relatively low compared to our overall asset base. The decrease in interest
expense in 2000 compared to 1999 is principally the result of increased
capitalized interest. Capitalized interest expense totaled $9,778,000 in 2000,
$4,509,000 in 1999 and $3,481,000 in 1998 in connection with our development
activities.
The combined interest expense and capitalized interest was $13,071,000
in 2000, $12,480,000 in 1999 and $7,988,000 in 1998. The increase in 2000 as
compared to 1999 is due to the carrying the $100 million of notes payable
assumed in the merger with Storage Trust for one full year in 2000 compared to
8.5 months during 1999, partially offset by regular principal amortization. The
increase in 1999 as compared to 1998 is due to the $100 million of notes payable
assumed in the merger with Storage Trust.
MINORITY INTEREST IN INCOME: Minority interest in income represents the
income allocable to equity interests in Consolidated Entities, which are not
owned by the Company. Since 1990, we have acquired portions of these equity
interests through our acquisition of limited and general partnership interests
in the Consolidated Entities. These acquisitions have resulted in reductions to
the "Minority interest in income" from what it would otherwise have been in the
absence of such acquisitions, and accordingly, have increased our share of the
Consolidated Entities' income.
In fiscal 1999 and 1998, we acquired sufficient ownership interest and
control in various partnerships and commenced including the accounts of these
partnerships in the consolidated financial statements, resulting in an increase
in minority interest in income. The increase in minority interest in income in
2000 compared to 1999 is primarily related to the issuance of preferred
operating partnership units in one of our consolidated partnerships (see Note 8
to the consolidated financial statements). The decrease in minority interest in
income in 1999 compared to 1998 is the result of the deconsolidation of PSB,
partially offset by the consolidation of additional partnerships.
In determining income allocable to the minority interest for 2000, 1999
and 1998 consolidated depreciation and amortization expense of approximately
$7,138,000, $9,294,000 and $12,022,000, respectively, was allocated to the
minority interest. The changes in depreciation allocated to the minority
interest were principally the result of the factors denoted above with respect
to minority interest in income.
SUPPLEMENTAL PROPERTY DATA AND TRENDS
- --------------------------------------------------------------------------------
At December 31, 2000, there were approximately 46 ownership entities
owning in aggregate 1,361 storage facilities, including the facilities which we
own and/or operate. At December 31, 2000, 114 of these facilities were owned by
Unconsolidated Entities, entities in which we have an ownership interest and use
the equity method for financial statement presentation. The remaining 1,247
facilities are owned by the Company and Consolidated Entities.
29
The following table summarizes our investment in real estate facilities
as of December 31, 2000:
Number of Facilities in which the Net Rentable Square Footage
Company has an ownership interest (in thousands)
--------------------------------- -----------------------------------
Storage Commercial Storage Commercial
Facilities Properties Total Facilities Properties Total
---------- ---------- ------ ---------- ---------- ------
Wholly-owned facilities 618 6 624 37,853 394 38,247
Facilities owned by Consolidated Entities 629 - 629 36,717 - 36,717
---------- ---------- ------ ---------- ---------- ------
Total consolidated facilities 1,247 6 1,253 74,570 394 74,964
Facilities owned by Unconsolidated Entities 114 140 254 6,732 12,626 19,358
---------- ---------- ------ ---------- ---------- ------
Total facilities in which the Company has
an ownership interest 1,361 146 1,507 81,302 13,020 94,322
========== ========== ====== ========== ========== ======
In order to evaluate how our overall portfolio has performed, we
analyze the operating performance of a consistent group of storage facilities
representing 949 (55.2 million net rentable square feet) of the 1,361 storage
facilities (herein referred to as "Same Store" storage facilities). The 949
facilities represent a consistent pool of properties which have been operated
under the "Public Storage" name, at a stabilized level, by the Company since
January 1, 1994. From time to time, we remove facilities from the "Same Store"
pool as a result of expansions, dispositions or other activities which make such
facilities' results not comparable to previous periods.
The Same Store group of properties includes 82 facilities that are not
consolidated in the financial statements. Accordingly, rental income and cost of
operations with respect to these 82 facilities are not reflected on the
consolidated statements of income. As of December 31, 2000, the remaining 867
facilities are included in the consolidated financial statements, however, many
of them were not included in the consolidated financial statements throughout
each of the three years presented. The following table summarizes the
pre-depreciation historical operating results of the Same Store storage
facilities:
SAME STORE STORAGE FACILITIES:
- ------------------------------
(historical property operations)
Year Ended December 31, Year Ended December 31,
----------------------- Percentage ----------------------- Percentage
2000 1999 Change 1999 1998 Change
---------- ---------- ---------- ---------- ---------- ----------
(Dollar amounts in thousands except rent per square foot)
Rental income (1)................... $547,904 $524,880 4.4% $524,880 $503,274 4.3%
Cost of operations (2).............. 164,197 154,974 6.0% 154,974 151,604 2.2%
---------- ---------- ---------- ---------- ---------- ----------
Net operating income................ $383,707 $369,906 3.7% $369,906 $351,670 5.2%
========== ========== ========== ========== ========== ==========
Gross profit margin (3)............. 70.0% 70.5% (0.5)% 70.5% 69.9% 0.6%
WEIGHTED AVERAGE:
Occupancy......................... 92.3% 92.5% (0.2)% 92.5% 92.5% 0.0%
Realized annual rent per sq. ft (4) $10.36 $9.89 4.8% $9.89 $9.46 4.5%
Scheduled annual rent per sq. ft.. $11.46 $10.50 9.1% $10.50 $10.20 2.9%
- -----------------
1. Rental income includes late charges and administrative fees that in
aggregate totaled $19,937,000 in 2000, $19,908,000 in 1999, and $19,874,000
in 1998.
30
2. Cost of operations consists of the following:
2000 1999 1998
---------- ---------- ----------
Payroll expense $46,460 $45,293 $44,807
Property taxes 46,234 46,279 46,833
Repairs and maintenance 15,827 12,933 12,874
Advertising 8,632 7,501 5,187
Telephone reservation center costs 9,560 7,888 7,071
Utilities 11,944 11,646 11,625
Other 25,540 23,434 23,207
---------- ---------- ----------
$164,197 $154,974 $151,604
========== ========== ==========
3. Gross profit margin is computed by dividing property net operating income
(before depreciation expense) by rental revenues.
4. Realized annual rent per square foot is computed by annualizing rental
income excluding late charges and administrative fees divided by weighted
average occupied square footage for the year.
In early 1996, we implemented a national telephone reservation system
designed to provide added customer service for all the storage facilities under
management. We believe that the improved operating results, as indicated in the
above table, in large part are due to the success of the national telephone
reservation system.
Rental income for the Same Store facilities was net of promotional
discounts totaling $14,035,000 in 2000 compared to $14,830,000 in 1999 and
$15,048,000 in 1998.
The storage facilities experience minor seasonal fluctuations in
occupancy levels with occupancies generally higher in the summer months than in
the winter months. The Company believes that these fluctuations result in part
from increased moving activities during the summer.
31
Same-Store Operating Trends by Region (Dollar amounts in thousands, except weighted average amounts)
- ----------------------------------------------------------------------------------------------------
Northern California Southern California Texas
--------------------- -------------------- --------------------
% change % change % change
from from from
Amount prior year Amount prior year Amount prior year
------- ---------- ------- ---------- ------- ----------
Rental income:
- --------------
2000 $82,081 5.3% $105,848 7.5% $46,242 1.4%
1999 $77,973 2.9% $98,460 8.2% $45,601 2.1%
1998 $75,771 10.2% $90,978 10.1% $44,670 6.0%
Cost of operations:
- -------------------
2000 $19,033 6.9% $24,485 7.8% $18,097 1.0%
1999 $17,803 1.2% $22,711 2.1% $17,915 4.4%
1998 $17,598 9.8% $22,252 7.6% $17,166 11.7%
Net operating income:
- ---------------------
2000 $63,048 4.8% $81,363 7.4% $28,145 1.7%
1999 $60,170 3.4% $75,749 10.2% $27,686 0.7%
1998 $58,173 10.4% $68,726 11.0% $27,504 2.7%
Weighted avg. occupancy:
- ------------------------
2000 94.60% 1.4% 95.70% 0.8% 90.40% (1.6)%
1999 93.20% (1.5)% 94.90% 0.6% 92.00% (0.6)%
1998 94.70% (1.4)% 94.30% 2.8% 92.60% 0.7%
Weighted avg. annual realized rents per occupied sq. ft.:
- ---------------------------------------------------------
2000 $13.14 3.9% $12.70 6.7% $7.30 3.5%
1999 $12.65 4.8% $11.90 7.9% $7.05 2.9%
1998 $12.07 12.3% $11.03 7.6% $6.85 5.5%
Number of
facilities 121 136 107
Same-Store Operating Trends by Region (Dollar amounts in thousands, except weighted average amounts)
- ---------------------------------------------------------------------------------------------------------------
Florida Illinois Other states Total
-------------------- --------------------- -------------------- ---------------------
% change % change % change % change
from from from from
Amount prior year Amount prior year Amount prior year Amount prior year
------- ---------- ------- ---------- -------- ---------- -------- ----------
Rental income:
- --------------
2000 $32,664 3.2% $38,592 4.9% $242,477 3.4% $547,904 4.4%
1999 $31,649 2.4% $36,779 6.0% $234,418 3.6% $524,880 4.3%
1998 $30,896 6.0% $34,709 9.5% $226,250 5.9% $503,274 7.6%
Cost of operations:
- -------------------
2000 $11,588 3.7% $14,366 6.9% $76,628 6.5% $164,197 6.0%
1999 $11,177 3.2% $13,437 (5.5)% $71,931 3.5% $154,974 2.2%
1998 $10,835 5.8% $14,222 7.0% $69,531 5.0% $151,604 6.9%
Net operating income:
- ---------------------
2000 $21,076 3.0% $24,226 3.8% $165,849 2.1% $383,707 3.7%
1999 $20,472 2.0% $23,342 13.9% $162,487 3.7% $369,906 5.2%
1998 $20,061 6.1% $20,487 11.2% $156,719 6.3% $351,670 7.8%
Weighted avg. occupancy:
- ------------------------
2000 89.40% (0.7)% 91.80% (0.8)% 91.50% (0.4)% 92.30% (0.2)%
1999 90.10% (0.5)% 92.60% (0.1)% 91.90% 0.3% 92.50% 0.0%
1998 90.60% 0.6% 92.70% 0.8% 91.60% 0.7% 92.50% 0.8%
Weighted avg. annual realized rents per occupied sq. ft.:
- ---------------------------------------------------------
2000 $8.94 4.2% $11.49 5.8% $9.68 4.0% $10.36 4.8%
1999 $8.58 2.8% $10.86 6.1% $9.31 3.2% $9.89 4.5%
1998 $8.35 5.4% $10.24 8.2% $9.02 5.3% $9.46 6.9%
Number of
facilities 70 56 459 949
32
LIQUIDITY AND CAPITAL RESOURCES
- --------------------------------------------------------------------------------
We believe that our internally generated net cash provided by operating
activities will continue to be sufficient to enable us to meet our operating
expenses, capital improvements, debt service requirements and distributions to
shareholders for the foreseeable future.
Operating as a real estate investment trust ("REIT"), our ability to
retain cash flow for reinvestment is restricted. In order for us to maintain our
REIT status, a substantial portion of our operating cash flow must be used to
make distributions to our shareholders (see "REIT STATUS" below). However,
despite the significant distribution requirements, we have been able to retain a
significant amount of our operating cash flow. The following table summarizes
our ability to make the minority interests' distributions, dividend payments to
the preferred shareholders and capital improvements to maintain our facilities
through the use of cash provided by operating activities. The remaining cash
flow generated is available to make both scheduled and optional principal
payments on debt and for reinvestment.
For the Year Ended December 31,
-----------------------------------------
(Amount in thousands)
2000 1999 1998
---------- ----------- -----------
Net income............................................................ $297,088 $287,885 $227,019
Depreciation and amortization (A)..................................... 148,967 137,719 111,799
Depreciation from equity investments.................................. 21,825 19,721 13,884
Less - Gain on sale of real estate.................................... (3,786) (2,154) -
Minority interest in income........................................... 38,356 16,006 20,290
---------- ----------- -----------
Net cash provided by operating activities.......................... 502,450 459,177 372,992
Allocable to minority interests (Preferred OP Units).................. (24,859) - -
Allocable to minority interests (Common equity)....................... (20,635) (25,300) (32,312)
---------- ----------- -----------
Cash from operations allocable to the Company's shareholders ......... 456,956 433,877 340,680
Less: preferred stock dividends....................................... (100,138) (94,793) (78,375)
Less: Equity Stock, Series A dividends................................ (11,042) - -
---------- ----------- -----------
Cash from operations available to common shareholders................. 345,776 339,084 262,305
Capital improvements to maintain facilities:
Storage facilities.................................................. (33,023) (29,023) (29,677)
Commercial properties............................................... - - (2,037)
Add back: minority interest share of capital improvements to maintain
facilities........................................................ 728 1,269 2,476
---------- ----------- -----------
Cash available for principal payments on debt, common dividends and
reinvestment...................................................... 313,481 311,330 233,067
Regular cash distributions to common and Class B shareholders....... (115,460) (113,297) (100,726)
---------- ----------- -----------
Cash available for principal payments on debt and reinvestment prior to
special distribution............................................... 198,021 198,033 132,341
Special distributions to common shareholders (B)...................... (78,673) (82,086) -
---------- ----------- -----------
Cash available for principal payments on debt and reinvestment........ $119,348 $115,947 $132,341
========== =========== ===========
(A) Depreciation and amortization includes $4,801,000, $4,915,000 and
$4,317,000, respectively, with respect to non-real estate assets in 2000,
1999 and 1998, respectively.
(B) The special distribution for 2000 was declared August 2000 and paid
September 2000. The special distribution for 1999 was declared in 1999 and
paid in January 2000. In each instance, the special distribution enabled
the Company to maintain its REIT status with respect to the distribution
requirements.
33
Our financial profile is characterized by a low level of debt to total
capitalization, increasing net income, increasing cash flow from operations, and
a conservative dividend payout ratio with respect to the common stock. We expect
to fund our growth strategies with cash on hand at December 31, 2000, internally
generated retained cash flows, proceeds from issuing equity securities and
borrowings under our credit facility. We intend to repay amounts borrowed under
the credit facility from undistributed operating cash flow or, as market
conditions permit and are determined to be advantageous, from the public or
private placement of equity securities.
As of December 31, 2000, there were no outstanding borrowings under our
$150.0 million bank line of credit. Outstanding debt at December 31, 2000
totaled $156.0 million, consisting of mortgage debt of $26.7 million and
unsecured debt of $129.3 million. By comparison, our real estate facilities had
a net book value of $3.7 billion at December 31, 2000 accordingly, our portfolio
of real estate facilities is substantially unencumbered.
We have generally only increased our debt in connection with the
acquisition of real estate facilities. Over the past three years we have funded
substantially all of our acquisitions with permanent capital (both common and
preferred stock). We have elected to use preferred stock as a form of leverage
despite the fact that the dividend rates of our preferred stock exceeds current
interest rates on conventional debt. We have chosen this method of financing for
the following reasons: (i) our perpetual preferred stock has no sinking fund
requirement, or maturity date and does not require redemption, all of which
eliminate any future refinancing risks, (ii) preferred stock allows us to
leverage the common stock without the attendant interest rate or refinancing
risks of debt, and (iii) like interest payments, dividends on the preferred
stock can be applied to our REIT distributions requirements, which have helped
us to maintain a low common stock dividend payout ratio and retain cash flow.
Our credit ratings on our Senior Preferred Stock by each of the three major
credit agencies are "baa2" by Moody's and BBB+ by Standard and Poor's and Fitch
IBCA.
We believe that our size and financial flexibility enables us to access
capital when appropriate. During 2000, despite difficult capital markets, we
privately issued $365.0 million of preferred partnership units as follows:
$240.0 million of 9.5% Series N Cumulative Redeemable Perpetual Preferred Units
(issued March 17, 2000), $75.0 million of 9.125% Series O Cumulative Redeemable
Perpetual Preferred Units (issued March 29, 2000), and $50.0 million of 8.75%
Series P Cumulative Redeemable Perpetual Preferred Units (issued August 11,
2000). In addition, in December, 2000, we publicly issued $28.5 million of
Equity Stock, Series A.
Subsequent to December 31, 2000, we issued approximately $172.5 million
of our 8.600% Series Q Cumulative Perpetual Preferred Stock.
DISTRIBUTION REQUIREMENTS: We have operated, and intend to continue to
operate, in such a manner as to qualify as a REIT under the Internal Revenue
Code of 1986, but no assurance can be given that we will at all times so
qualify. To the extent that the Company continues to qualify as a REIT, we will
not be taxed, with certain limited exceptions, on the taxable income that is
distributed to our shareholders, provided that at least 95% of our taxable
income is so distributed prior to filing of the Company's tax return. We have
satisfied the REIT distribution requirement since 1980.
During 2000, we paid regular quarterly distributions of $0.22 per
common share. In addition, during the quarter ended September 30, 2000, a
special distribution in the amount of $0.60 per common share (an aggregate of
$78.7 million) was declared and paid. Distributions with respect to the Common
Stock and Equity Stock, Series A will be determined based upon our REIT
distribution requirements after taking into consideration distributions to the
preferred shareholders. We expect to increase our common distribution in 2001
and beyond from the level of our regularly quarterly distribution level of $0.22
per common share assuming a continuation of our increasing level of taxable
income. These increased distributions will be in the form of special
distributions of cash or securities, an increase in the regular quarterly common
distribution, or a combination thereof.
With respect to the depositary shares of Equity Stock, Series A, we
have no obligation to pay distributions if no distributions are paid to the
common shareholders. To the extent that we do pay common distributions in any
year, the holders of the depositary shares receive the lesser of (i) five times
the per share dividend on the common stock or (ii) $2.45. The depositary shares
are noncumulative, and have no preference over our Common Stock either as to
dividends or in liquidation.
34
During 2000, we paid dividends totaling $100.1 million to the holders
of our Senior Preferred Stock, $184.1 million to the holders of our Common
Stock, $10.0 million to the holders of our Class B Common Stock and $11.0
million to the holders of our Equity Stock, Series A. We estimate that the
distribution requirements for fiscal 2001 with respect to Senior Preferred Stock
outstanding at December 31, 2000 will be approximately $100.1 million. We
estimate the annual distribution requirement with respect to the Series Q
Cumulative Perpetual Preferred Stock to be approximately $14.8 million per year.
Our conservative distribution policy has been the principal reason for
our ability to retain significant operating cash flows which have been used to
make additional investments and reduce debt. During 1998, 1999 and 2000, we paid
regular distributions to common and Class B shareholders of approximately 38%,
33% and 33% of our cash available from operations allocable to common
shareholders, respectively. Including the special distributions paid in 1999 and
2000, we paid total distributions to common and Class B shareholders of 58% and
56%, respectively, of our cash available from operations allocable to common
shareholders.
CAPITAL IMPROVEMENT REQUIREMENTS: During 2001, we have budgeted
approximately $26.8 million for capital improvements.
DEBT SERVICE REQUIREMENTS: We do not believe we have any significant
refinancing risks with respect to our mortgage debt, all of which is fixed rate.
At December 31, 2000, we had total outstanding notes payable of approximately
$156.0 million. See Note 7 to the consolidated financial statements for
approximate principal maturities of such borrowings. We anticipate that our
retained operating cash flow will continue to be sufficient to enable us to make
scheduled principal payments.
GROWTH STRATEGIES: During 2001, we intend to continue to expand our
asset and capital base through the acquisition of real estate assets and
interests in real estate assets from both unaffiliated and affiliated parties
through direct purchases, mergers, tender offers or other transactions and
through the development of additional storage facilities. In addition to 618
wholly owned storage facilities, we operate, on behalf of approximately 46
ownership entities in which we have an interest, 629 storage facilities under
the "Public Storage" name in which we have a partial equity interest. From time
to time, some of these storage facilities or interests in them are available for
purchase, providing us with a source of additional acquisition opportunities.
ACQUISITION AND DEVELOPMENT OF FACILITIES: During 2000, we have
acquired two commercial facilities and 12 storage facilities at an aggregate
cost of approximately $67.1 million. In addition, on September 15, 2000, we
acquired the remaining ownership interests in a partnership, of which we were
the general partner, for an aggregate acquisition cost of $81.2 million. This
partnership owned 13 self-storage facilities.
As previously announced, in April 1997, we formed a joint venture
partnership with an institutional investor for the purpose of developing up to
$220.0 million of self-storage facilities. The joint venture is funded solely
with equity capital consisting of 30% from us and 70% from the institutional
investor. Our share of the cost of the real estate in the joint venture is
approximately $69 million at December 31, 2000. As of December 31, 2000, the
joint venture had 47 operating facilities, with 2,878,000 net rentable square
feet and total development costs of approximately $231.5 million.
In November 1999, we formed a second joint venture partnership for the
development of approximately $100 million of self-storage facilities. The
venture is funded solely with equity capital consisting of 51% from us and 49%
from the joint venture partner. The term of the joint venture is 15 years. After
six years, the joint venture partner has the right to cause the company to
purchase the joint venture partner's interest for an amount necessary to provide
them with a maximum return of 10.75% or less in certain circumstances. At
December 31, 2000, this development joint venture was committed to develop 17
facilities (approximately 1,229,000 net rentable sq. ft.) with an estimated
development cost of approximately $36.9 million, of which 11 facilities
(approximately 714,000 net rentable sq. ft.) were completed at an aggregate cost
of approximately $50.8 million. As of December 31, 2000, the second development
joint venture is developing six additional projects (approximately 515,000 net
rentable square feet) that were in process, with total costs incurred of $23.8
million and estimated remaining costs to complete of $13.1 million. We have
submitted 5 additional facilities for approval with total estimated costs of
approximately $22.4 million; we have incurred approximately $8.5 million through
December 31, 2000 with respect to these 5 projects. Upon approval, these
35
projects will be transferred to the joint venture and the joint venture partner
will contribute its 49% share.
We currently have a development "pipeline" of 110 self storage
facilities, combination facilities, and expansions to existing self storage
facilities with an aggregate estimated cost of approximately $628.2 million.
Approximately $238.6 million of development cost is incurred as of December 31,
2000. We have acquired the land for 78 of these projects, which have an
aggregate estimated cost of approximately $425.9 million, and costs incurred as
of December 31, 2000 of approximately $234.3 million. The remaining 32
facilities represent identified sites where we have an agreement in place to
acquire the land generally within one year.
The development and fill-up of these storage facilities is subject to
significant contingencies. We estimate that the amount remaining to be spent of
approximately $373.9 million will be incurred over the next 24 - 28 months. The
following table sets forth our development pipeline and a range of estimated
opening dates for these projects:
Number Total Estimated Total Cost Incurred Estimated time
of Cost of through December Frames of Facility
Facilities Development 31, 2000 Openings
---------- --------------- ------------------- ------------------
Development - Land Acquired at 12/31/00
- ---------------------------------------
Self-storage facilities............... 31 $ 183,459 $ 115,483 Q1 '01 - Q1 `02
Expansions of existing self-storage
facilities........................ 25 73,337 39,243 Q1 '01 - Q1 `02
Combination facilities................ 22 169,103 79,607 Q1 '01 - Q1 `02
---------- --------------- -------------------
Total............................ 78 425,899 234,333
---------- --------------- -------------------
Potential Development - Land to be
- ---------------------------------------
Acquired After 12/31/00
- -----------------------
Self-storage facilities - development
starts estimated by 6/30/01....... 16 106,299 2,532 Q2 '02 - Q3 `02
Self-storage facilities - development
starts estimated after 6/30/01.... 5 40,863 542 After Q3 `02
Expansions of existing self-storage
facilities........................ 7 12,421 388 Q1 '02 - Q3 `02
Combination facilities................ 4 27,046 792 Q1 '02 - Q3 `02
---------- --------------- -------------------
Total............................ 32 186,629 4,254
---------- --------------- -------------------
Totals........................... 110 $ 612,528 $ 238,587
========== =============== ===================
STOCK REPURCHASE PROGRAM: As previously announced, the Company's Board
of Directors authorized the repurchase from time to time of up to 15,000,000
shares of the Company's common stock on the open market or in privately
negotiated transactions. On March 15, 2001, the Board of Directors increased the
repurchase authorization to 20,000,000 shares. During 2000, we repurchased a
total of 3,417,700 shares, for a total aggregate cost of approximately $77.8
million. From the inception of the repurchase program through December 31, 2000,
we have repurchased a total of 10,826,527 shares of common stock at an aggregate
cost of approximately $257.0 million. From January 1, 2001 until March 14, 2001,
the Company repurchased a total of 3,961,800 shares at an aggregate cost of
approximately $102.2 million.
FUNDS FROM OPERATIONS: Total funds from operations or "FFO" increased
to $452.2 million for the year ended 2000 compared to $429.0 million for the
year ended 1999 and $336.4 million in 1998. FFO available to common shareholders
(after deducting preferred stock dividends) increased to $340.9 million for the
year ended December 31, 2000 compared to $334.2 million in 1999 and $258.0
million in 1998. FFO means net income (loss) (computed in accordance with
generally accepted accounting principles) before (i) gain (loss) on early
extinguishment of debt, (ii) minority interest in income and (iii) gain (loss)
on disposition of real estate, adjusted as follows: (i) plus depreciation and
amortization related to real estate assets (including the Company's pro-rata
36
share of depreciation and amortization of unconsolidated equity interests and
amortization of assets acquired in a merger, including property management
agreements and goodwill), and (ii) less FFO attributable to minority interests.
FFO is a supplemental performance measure for equity REITs as defined
by the National Association of Real Estate Investment Trusts, Inc. ("NAREIT").
The NAREIT definition does not specifically address the treatment of minority
interest in the determination of FFO or the treatment of the amortization of
property management agreements and goodwill. In the case of the Company, FFO
represents amounts attributable to its shareholders after deducting amounts
attributable to the minority interests and before deductions for the
amortization of property management agreements and goodwill. FFO is presented
because management, as well as many industry analysts, consider FFO to be one
measure of the performance of the Company and it is used in establishing the
terms of the Class B Common Stock. FFO does not take into consideration capital
improvements, scheduled principal payments on debt, distributions and other
obligations of the Company. Accordingly, FFO is not a substitute for the
Company's cash flow or net income (as discussed above) as a measure of the
Company's liquidity or operating performance. FFO is not comparable to similarly
entitled items reported by other REITs that do not define it exactly as we have
defined it.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
To limit our exposure to market risk, we principally finance our
operations and growth with permanent equity capital consisting either of common
or preferred stock. At December 31, 2000, the Company's debt as a percentage of
total shareholders' equity (based on book values) was 4.2%.
Our preferred stock is not redeemable at the option of the holders.
Except under certain conditions relating to the Company's qualification as a
REIT, the Senior Preferred Stock is not redeemable by the Company prior to the
following dates: Series A - September 30, 2002, Series B - March 31, 2003,
Series C - June 30, 1999, Series D - September 30, 2004, Series E - January 31,
2005, Series F - April 30, 2005, Series G - December 31, 2000, Series H -
January 31, 2001, Series I - October 31, 2001, Series J - August 31, 2002,
Series K - January 19, 2004, Series L - March 10, 2004, Series M - August 17,
2004 and Series Q - January 19, 2006. On or after the respective dates, each of
the series of Senior Preferred Stock will be redeemable at the option of the
Company, in whole or in part, at $25 per share (or depositary share in the case
of the Series G, Series H, Series I, Series J, Series K, Series L and Series M),
plus accrued and unpaid dividends.
Our market risk sensitive instruments include notes payable which
totaled $156,003,000 at December 31, 2000. All of our notes payable bear
interest at fixed rates. See Note 7 to the financial statements for terms,
valuations and approximate principal maturities of the notes payable as of
December 31, 2000.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements of the Company at December 31, 2000 and
December 31, 1999 and for each of the three years in the period ended December
31, 2000 and the report of Ernst & Young LLP, Independent Auditors, thereon and
the related financial statement schedule, are included elsewhere herein.
Reference is made to the Index to Financial Statements and Schedules in Item 14.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
37
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item with respect to directors is
hereby incorporated by reference to the material appearing in the Company's
definitive proxy statement to be filed in connection with the annual
shareholders' meeting to be held in 2001 (the "Proxy Statement") under the
caption "Proposal No. 1 - Election of Directors." Information required by this
item with respect to executive officers is provided in Item 4A of this report.
See "Executive Officers of the Company."
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is hereby incorporated by
reference to the material appearing in the Proxy Statement under the captions
"Compensation" and "Compensation Committee Interlocks and Insider
Participation."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is hereby incorporated by
reference to the material appearing in the Proxy Statement under the captions
"Proposal No. 1 - Election of Directors - Security Ownership of Certain
Beneficial Owners" and "- Security Ownership of Management."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is hereby incorporated by
reference to the material appearing in the Proxy Statement under the caption
"Compensation Committee Interlocks and Insider Participation - Certain
Relationships and Related Transactions."
38
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
a. 1. Financial Statements
The financial statements listed in the accompanying Index to
Financial Statements and Schedules hereof are filed as part of
this report.
2. Financial Statement Schedules
The financial statements schedules listed in the accompanying
Index to Financial Statements and Schedules are filed as part
of this report.
3. Exhibits
See Index to Exhibits contained herein.
b. Reports on Form 8-K
The Company filed a Current Report on Form 8-K dated November 29,
2000 (filed November 30, 2000), pursuant to Item 5, which filed
certain exhibits relating to the Company's public offering of
Depositary Shares Each Representing 1/1,000 of a Share of Equity
Stock, Series A.
c. Exhibits:
See Index to Exhibits contained herein.
d. Financial Statement Schedules
Not applicable.
39
PUBLIC STORAGE, INC.
INDEX TO EXHIBITS
(Items 14(a)(3) and 14(c))
3.1 Restated Articles of Incorporation. Filed with Registrant's
Registration Statement No. 33-54557 and incorporated herein by
reference.
3.2 Certificate of Determination for the 10% Cumulative Preferred Stock,
Series A. Filed with Registrant's Registration Statement No. 33-54557
and incorporated herein by reference.
3.3 Certificate of Determination for the 9.20% Cumulative Preferred Stock,
Series B. Filed with Registrant's Registration Statement No. 33-54557
and incorporated herein by reference.
3.4 Amendment to Certificate of Determination for the 9.20% Cumulative
Preferred Stock, Series B. Filed with Registrant's Registration
Statement No. 33-56925 and incorporated herein by reference.
3.5 Certificate of Determination for the 8.25% Convertible Preferred Stock.
Filed with Registrant's Registration Statement No. 33-54557 and
incorporated herein by reference.
3.6 Certificate of Determination for the Adjustable Rate Cumulative
Preferred Stock, Series C. Filed with Registrant's Registration
Statement No. 33-54557 and incorporated herein by reference.
3.7 Certificate of Determination for the 9.50% Cumulative Preferred Stock,
Series D. Filed with Registrant's Form 8-A/A Registration Statement
relating to the 9.50% Cumulative Preferred Stock, Series D and
incorporated herein by reference.
3.8 Certificate of Determination for the 10% Cumulative Preferred Stock,
Series E. Filed with Registrant's Form 8-A/A Registration Statement
relating to the 10% Cumulative Preferred Stock, Series E and
incorporated herein by reference.
3.9 Certificate of Determination for the 9.75% Cumulative Preferred Stock,
Series F. Filed with Registration's Form 8-A/A Registration Statement
relating to the 9.75% Cumulative Preferred Stock, Series F and
incorporated herein by reference.
3.10 Certificate of Determination for the Convertible Participating
Preferred Stock. Filed with Registrant's Registration Statement No.
33-63947 and incorporated herein by reference.
3.11 Certificate of Amendment of Articles of Incorporation, Filed with
Registrant's Registration Statement No. 33-63947 and incorporated
herein by reference.
3.12 Certificate of Determination for the 8-7/8% Cumulative Preferred Stock,
Series G. Filed with Registration's Form 8-A/A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000th of a
Share of 8-7/8% Cumulative Preferred Stock, Series G and incorporated
herein by reference.
3.13 Certificate of Determination for the 8.45% Cumulative Preferred Stock,
Series H. Filed with Registrant's Form 8-A/A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000th of a
Share of 8.45% Cumulative Preferred Stock, Series H and incorporated
herein by reference.
40
3.14 Certificate of Determination for the Convertible Preferred Stock,
Series CC. Filed with Registrant's Registration Statement No. 333-03749
and incorporated herein by reference.
3.15 Certificate of Correction of Certificate of Determination for the
Convertible Participating Preferred Stock. Filed with Registrant's
Registration Statement No. 333-08791 and incorporated herein by
reference.
3.16 Certificate of Determination for 8-5/8% Cumulative Preferred Stock,
Series I. Filed with Registrant's Form 8-A/A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 8-5/8% Cumulative Preferred Stock, Series I and incorporated herein
by reference.
3.17 Certificate of Amendment of Articles of Incorporation. Filed with
Registrant's Registration Statement No. 333-18395 and incorporated
herein by reference.
3.18 Certification of Determination for Equity Stock, Series A. Filed with
Registrant's Form 10-Q for the quarterly period ended June 30, 1997 and
incorporated herein by reference.
3.19 Certificate of Determination for Equity Stock, Series AA. Filed with
Registrant's Form 10-Q for the quarterly period ended September 30,
1999 and incorporated herein by reference.
3.20 Certificate Decreasing Shares Constituting Equity Stock, Series A.
Filed with Registrant's Form 10-Q for the quarterly period ended
September 30, 1999 and incorporated herein by reference.
3.21 Certificate of Determination for Equity Stock, Series A. Filed with
Registrant's Form 10-Q for the quarterly period ended September 30,
1999 and incorporated herein by reference.
3.22 Certification of Determination for 8% Cumulative Preferred Stock,
Series J. Filed with Registrant's Form 8-A/A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 8% Cumulative Preferred Stock, Series J and incorporated herein by
reference.
3.23 Certificate of Correction of Certificate of Determination for the 8.25%
Convertible Preferred Stock. Filed with Registrant's Registration
Statement No. 333-61045 and incorporated herein by reference.
3.24 Certification of Determination for 8-1/4% Cumulative Preferred Stock,
Series K. Filed with Registrant's Form 8-A/A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 8-1/4% Cumulative Preferred Stock, Series K and incorporated herein
by reference.
3.25 Certificate of Determination for 8-1/4% Cumulative Preferred Stock,
Series L. Filed with Registrant's Form 8-A/A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 8-1/4% Cumulative Preferred Stock, Series L and incorporated herein
by reference.
3.26 Certificate of Determination for 8.75% Cumulative Preferred Stock,
Series M. Filed with Registrant's Form 8-A/A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 8.75% Cumulative Preferred Stock, Series M and incorporated herein
by reference.
3.27 Certificate of Determination for Equity Stock, Series AAA. Filed with
Registrant's Current Report on Form 8-K dated November 15, 1999 and
incorporated herein by reference.
3.28 Certification of Determination for 9.5% Cumulative Preferred Stock,
Series N. Filed with Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999 and incorporated herein by reference.
41
3.29 Certification of Determination for 9.125% Cumulative Preferred Stock,
Series O. Filed with Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2000 and incorporated herein by
reference.
3.30 Certificate of Determination for 8.75% Cumulative Preferred Stock,
Series P. Filed with Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2000 and incorporated herein by
reference.
3.31 Certificate of Determination for 8.600% Cumulative Preferred Stock,
Series Q. Filed with Registrant's Form 8-A/A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 8.600% Cumulative Preferred Stock, Series Q and incorporated herein
by reference.
3.32 Bylaws, as amended. Filed with Registrant's Registration Statement No.
33-64971 and incorporated herein by reference.
3.33 Amendment to Bylaws adopted on May 9, 1996. Filed with Registrant's
Registration Statement No. 333-03749 and incorporated herein by
reference.
3.34 Amendment to Bylaws adopted on June 26, 1997. Filed with Registrant's
Registration Statement No. 333-41123 and incorporated herein by
reference.
3.35 Amendment to Bylaws adopted on January 6, 1998. Filed with Registrant's
Registration Statement No. 333-41123 and incorporated herein by
reference.
3.36 Amendment to Bylaws adopted on February 10, 1998. Filed with
Registrant's Current Report on Form 8-K dated February 10, 1998 and
incorporated herein by reference.
3.37 Amendment to Bylaws adopted on March 4, 1999. Filed with Registrant's
Current Report on Form 8-K dated March 4, 1999 and incorporated herein
by reference.
3.38 Amendment to Bylaws adopted on May 6, 1999. Filed with Registrant's
Form 10-Q for the quarterly period ended March 31, 1999 and
incorporated herein by reference.
10.1 Second Amended and Restated Management Agreement by and among
Registrant and the entities listed therein dated as of November 16,
1995. Filed with PS Partners, Ltd.'s Annual Report on Form 10-K for the
year ended December 31, 1996 and incorporated herein by reference.
10.2 Amended Management Agreement between Registrant and Public Storage
Commercial Properties Group, Inc. dated as of February 21, 1995. Filed
with Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference.
10.3 Loan Agreement between Registrant and Aetna Life Insurance Company
dated as of July 11, 1988. Filed with Registrant's Current Report on
Form 8-K dated July 14, 1988 and incorporated herein by reference.
10.4 Amendment to Loan Agreement between Registrant and Aetna Life Insurance
Company dated as of September 1, 1993. Filed with Registrant's Annual
Report on Form 10-K for the year ended December 31, 1993 and
incorporated herein by reference.
10.5 Second Amended and Restated Credit Agreement by and among Registrant,
Wells Fargo Bank, National Association, as agent, and the financial
institutions party thereto dated as of February 25, 1997. Filed with
Registrant's Registration Statement No. 333-22665 and incorporated
herein by reference.
42
10.6 Note Assumption and Exchange Agreement by and among Public Storage
Management, Inc., Public Storage, Inc., Registrant and the holders of
the notes dated as of November 13, 1995. Filed with Registrant's
Registration Statement No. 33-64971 and incorporated herein by
reference.
10.7* Registrant's 1990 Stock Option Plan. Filed with Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994 and
incorporated herein by reference.
10.8* Registrant's 1994 Stock Option Plan. Filed with Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997 and
incorporated herein by reference.
10.9* Registrant's 1996 Stock Option and Incentive Plan. Filed herewith.
10.10 Deposit Agreement dated as of December 13, 1995, among Registrant, The
First National Bank of Boston, and the holders of the depositary
receipts evidencing the Depositary Shares Each Representing 1/1,000 of
a Share of 8-7/8 Cumulative Preferred Stock, Series G. Filed with
Registrant's Form 8-A/A Registration Statement relating to the
Depositary Shares Each Representing 1/1000th of a Share of 8-7/8
Cumulative Preferred Stock, Series G and incorporated herein by
reference.
10.11 Deposit Agreement dated as of January 25, 1996, among Registrant, The
First National Bank of Boston, and the holders of the depositary
receipts evidencing the Depositary Shares Each Representing 1/1,000 of
a Share of 8.45% Cumulative Preferred Stock, Series H. Filed with
Registrant's Form 8-A/A Registration Statement relating to the
Depositary Shares Each Representing 1/1000th of a Share of 8.45%
Cumulative Preferred Stock, Series H and incorporated herein by
reference.
10.12** Employment Agreement between Registrant and B. Wayne Hughes dated as of
November 16, 1995. Filed with Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995 and incorporated herein by
reference.
10.13 Deposit Agreement dated as of November 1, 1996, among Registrant, The
First National Bank of Boston, and the holders of the depositary
receipts evidencing the Depositary Shares Each Representing 1/1,000 of
a Share of 8-5/8% Cumulative Preferred Stock, Series I. Filed with
Registrant's Form 8-A/A Registration Statement relating to the
Depositary Shares Each Representing 1/1000th of a Share of 8-5/8%
Cumulative Preferred Stock, Series I and incorporated herein by
reference.
10.14 Limited Partnership Agreement of PSAF Development Partners, L. P.
between PSAF Development, Inc. and the Limited Partner dated as of
April 10, 1997. Filed with Registrant's Form 10-Q for the quarterly
period ended March 31, 1997 and incorporated herein by reference.
10.15 Deposit Agreement dated as of August 28, 1997 among Registrant, The
First National Bank of Boston, and the holders of the depositary
receipts evidencing the Depositary Shares Each Representing 1/1,000 of
a Share of 8% Cumulative Preferred Stock, Series J. Filed with
Registrant's Form 8-A/A Registration Statement relating to the
Depositary Shares Each Representing 1/1,000 of a Share of 8% Cumulative
Preferred Stock, Series J and incorporated herein by reference.
10.16 Agreement of Limited Partnership of PS Business Parks, L. P. dated as
of March 17, 1998. Filed with PS Business Parks, Inc.'s Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 1998 and
incorporated herein by reference.
10.17 Deposit Agreement dated as of January 19, 1999 among Registrant,
BankBoston, N. A. and the holders of the depositary receipts evidencing
the Depositary Shares Each Representing 1/1,000 of a Share of 8-1/4%
Cumulative Preferred Stock, Series K. Filed with Registrant's Form
8-A/A Registration Statement relating to the Depositary Shares Each
Representing 1/1,000 of a Share of 8-1/4% Cumulative Preferred Stock,
Series K and incorporated herein by reference.
43
10.18 Agreement and Plan of Merger among Storage Trust Realty, Registrant and
Newco Merger Subsidiary, Inc. dated as of November 12, 1998. Filed with
Registrant's Registration Statement No. 333-68543 and incorporated
herein by reference.
10.19 Amendment No. 1 to Agreement and Plan of Merger among Storage Trust
Realty, Registrant, Newco Merger Subsidiary, Inc. and STR Merger
Subsidiary, Inc. dated as of January 19, 1999. Filed with Registrant's
Registration Statement No. 333-68543 and incorporated herein by
reference.
10.20 Amended and Restated Agreement of Limited Partnership of Storage Trust
Properties, L. P., dated as of March 12, 1999. Filed with Registrant's
Form 10-Q for the quarterly period ended June 30, 1999 and incorporated
herein by reference.
10.21* Storage Trust Realty 1994 Share Incentive Plan. Filed with Storage
Trust Realty's Annual Report on Form 10-K for the year ended December
31, 1997 and incorporated herein by reference.
10.22 Amended and Restated Storage Trust Realty Retention Bonus Plan
effective as of November 12, 1998. Filed with Registrant's Registration
Statement No. 333-68543 and incorporated herein by reference.
10.23 Deposit Agreement dated as of March 10, 1999 among Registrant, Bank
Boston, N.A. and the holders of the depositary receipts evidencing the
Depositary Shares Each Representing 1/1,000 of a Share of 8-1/4%
Cumulative Preferred Stock, Series L. Filed with Registrant's Form
8-A/A Registration Statement relating to the Depositary Shares Each
Representing 1/1,000 of a Share of 8-1/4% Cumulative Preferred Stock,
Series L and incorporated herein by reference.
10.24 Note Purchase Agreement and Guaranty Agreement with respect to
$100,000,000 of Senior Notes of Storage Trust Properties, L.P. Filed
with Storage Trust Realty's Annual Report on Form 10-K for the year
ended December 31, 1996 and incorporated herein by reference.
10.25 Deposit Agreement dated as of August 17, 1999 among Registrant, Bank
Boston, N.A. and the holders of the depositary receipts evidencing the
Depositary Shares Each Representing 1/1,000 of a Share of 8.75%
Cumulative Preferred Stock, Series M. Filed with Registrant's Form
8-A/A Registration Statement relating to the Depositary Shares Each
Representing 1/1,000 of a Share of 8.75% Cumulative Preferred Stock,
Series M and incorporated herein by reference.
10.26 Limited Partnership Agreement of PSAC Development Partners, L.P. among
PS Texas Holdings, Ltd., PS Pennsylvania Trust and PSAC Storage
Investors, L.L.C. dated as November 15, 1999. Filed with Registrant's
Current Report on Form 8-K dated November 15, 1999 and incorporated
herein by reference.
10.27 Agreement of Limited Liability Company of PSAC Storage Investors,
L.L.C. dated as of November 15, 1999. Filed with Registrant's Current
Report on Form 8-K dated November 15, 1999 and incorporated herein by
reference.
10.28 Deposit Agreement dated as of January 14, 2000 among Registrant,
BankBoston, N.A. and the holders of the depositary receipts evidencing
the Depositary Shares Each Representing 1/1,000 of a Share of Equity
Stock, Series A. Filed with Registrant's Form 8-A/A Registration
Statement relating to the Depositary Shares Each Representing 1/1,000
of a Share of Equity Stock, Series A and incorporated herein by
reference.
10.29 Amended and Restated Agreement of Limited Partnership of PSA
Institutional Partners, L.P. among PS Texas Holdings, Ltd. and the
Limited Partners dated as of March 29, 2000. Filed with Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999 and
incorporated herein by reference.
44
10.30 Amended and Restated Agreement of Limited Partnership of PSA
Institutional Partners, L.P. among PS Texas Holdings, Ltd. and the
Limited Partners dated as of August 11, 2000. Filed with Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2000 and incorporated herein by reference.
10.31* Registrant's 2000 Non-Executive/Non-Director Stock Option and Incentive
Plan. Filed with Registrant's Registration Statement No. 333-52400 and
incorporated herein by reference.
10.32 Deposit Agreement dated as of January 19, 2001 among Registrant, Fleet
National Bank and the holders of the depositary receipts evidencing the
Depositary Shares Each Representing 1/1,000 of a Share of 8.600%
Cumulative Preferred Stock, Series Q. Filed with Registrant's Form
8-A/A Registration Statement relating to the Depositary Shares Each
Representing 1/1,000 of a Share of 8.600% Cumulative Preferred Stock,
Series Q and incorporated herein by reference.
11 Statement Re Computation of Earnings Per Share. Filed herewith.
12 Statement Re Computation of Ratio of Earnings to Fixed Charges. Filed
herewith.
23 Consent of Independent Auditors. Filed herewith.
- --------------------
* Compensatory benefit plan.
** Management contract.
45
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
PUBLIC STORAGE, INC.
Date: March 16, 2001 By: /s/ Harvey Lenkin
------------------------
Harvey Lenkin, President
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
- ------------------------------------ ------------------------------- --------------------
Chairman of the Board, Chief
/s/ B. Wayne Hughes Executive Officer and Director March 16, 2001
- ------------------------------------ (principal executive officer)
B. Wayne Hughes
/s/ Harvey Lenkin President and Director March 16, 2001
- ------------------------------------
Harvey Lenkin
/s/ Marvin M. Lotz Senior Vice President and Director March 16, 2001
- ------------------------------------
Marvin M. Lotz
B. Wayne Hughes, Jr. Vice President and Director March 16, 2001
- ------------------------------------
B. Wayne Hughes, Jr.
/s/ John Reyes Senior Vice President and March 16, 2001
- ------------------------------------ Chief Financial Officer
John Reyes (principal financial officer and
principal accounting officer)
/s/ Robert J. Abernethy Director March 16, 2001
- ------------------------------------
Robert J. Abernethy
/s/ Dann V. Angeloff Director March 16, 2001
- ------------------------------------
Dann V. Angeloff
/s/ William C. Baker Director March 16, 2001
- ------------------------------------
William C. Baker
Director March 16, 2001
- ------------------------------------
Thomas J. Barrack, Jr.
/s/ Uri P. Harkham Director March 16, 2001
- ------------------------------------
Uri P. Harkham
/s/ Daniel C. Staton Director March 16, 2001
- ------------------------------------
Daniel C. Staton
46
PUBLIC STORAGE, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND SCHEDULES
(Item 14 (a))
Page References
Report of Independent Auditors....................................... F-1
Consolidated balance sheets as of December 31, 2000 and 1999......... F-2
For each of the three years in the period ended December 31, 2000:
Consolidated statements of income.................................... F-3
Consolidated statements of shareholders' equity ..................... F-4
Consolidated statements of cash flows................................ F-5 - F-6
Notes to consolidated financial statements........................... F-7 - F-28
SCHEDULE:
III - Real estate and accumulated depreciation.......................F-29 - F-69
All other schedules have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements or notes thereto.
47
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Public Storage, Inc.
We have audited the accompanying consolidated balance sheets of Public Storage,
Inc. as of December 31, 2000 and 1999, and the related consolidated statements
of income, shareholders' equity, and cash flows for each of the three years in
the period ended December 31, 2000. Our audits also included the financial
statement schedule listed in the Index at Item 14 (a). These financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Public
Storage, Inc. at December 31, 2000 and 1999, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2000, in conformity with accounting principles generally accepted
in the United States. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.
ERNST & YOUNG L L P
Los Angeles, California
February 23, 2001
F-1
PUBLIC STORAGE, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
DECEMBER 31, DECEMBER 31,
2000 1999
------------------- -------------------
ASSETS
Cash and cash equivalents ...................................................... $ 89,467 $ 55,125
Real estate facilities, at cost:
Land ........................................................................ 1,107,867 1,036,958
Buildings ................................................................... 3,026,550 2,785,475
------------------- -------------------
4,134,417 3,822,433
Accumulated depreciation .................................................... (668,018) (533,412)
------------------- -------------------
3,466,399 3,289,021
Construction in process ..................................................... 238,587 140,764
------------------- -------------------
3,704,986 3,429,785
Investment in real estate entities ............................................. 448,928 457,529
Intangible assets, net ......................................................... 185,017 194,326
Mortgage notes receivable from affiliates ...................................... 26,238 18,798
Other assets ................................................................... 59,305 58,822
Total assets ..................................................... $ 4,513,941 $ 4,214,385
=================== ===================
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes payable .................................................................. $ 156,003 $ 167,338
Distributions payable .......................................................... - 82,086
Accrued and other liabilities .................................................. 100,903 89,261
------------------- -------------------
Total liabilities ..................................................... 256,906 338,685
Minority interest:
Preferred partnership interests ............................................. 365,000 -
Other ....................................................................... 167,918 186,600
Commitments and contingencies
Shareholders' equity:
Preferred Stock, $0.01 par value, 50,000,000 shares authorized, ........... 11,141,100
shares issued and outstanding, at liquidation preference:
Cumulative Preferred Stock, issued in series .......................... 1,155,150 1,155,150
Common Stock, $0.10 par value, 200,000,000 shares authorized, 123,703,874
shares issued and outstanding (126,697,023 at December 31, 1999) .......... 12,370 12,671
Equity Stock, Series A, $0.01 par value, 200,000,000 shares authorized,
5,635.602 shares issued and outstanding (none issued and outstanding at
December 31, 1999) ........................................................ - -
Class B Common Stock, $0.10 par value, 7,000,000 shares authorized and issued
700 700
Paid-in capital ............................................................. 2,506,736 2,463,193
Cumulative net income ....................................................... 1,387,061 1,089,973
Cumulative distributions paid ............................................... (1,337,900) (1,032,587)
------------------- -------------------
Total shareholders' equity ............................................ 3,724,117 3,689,100
------------------- -------------------
Total liabilities and shareholders' equity ....................... $ 4,513,941 $ 4,214,385
=================== ===================
See accompanying notes.
F-2
PUBLIC STORAGE, INC.
CONSOLIDATED STATEMENTS OF INCOME FOR
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2000
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
2000 1999 1998
----------- ----------- -----------
REVENUES:
Rental income:
Self-storage facilities .................................. $ 653,524 $ 592,619 $ 488,291
Commercial properties .................................... 11,341 8,204 23,112
Containerized storage facilities ......................... 37,914 27,028 24,466
Equity in earnings of real estate entities .................. 36,109 32,183 26,602
Interest and other income ................................... 18,422 16,700 18,614
----------- ----------- -----------
757,310 676,734 581,085
----------- ----------- -----------
EXPENSES:
Cost of operations:
Storage facilities ....................................... 210,462 184,481 149,376
Commercial properties .................................... 3,826 2,826 7,951
Containerized storage facilities ......................... 37,798 29,509 48,508
Depreciation and amortization ................................ 148,967 137,719 111,799
General and administrative ................................... 21,306 12,491 11,635
Interest expense ............................................. 3,293 7,971 4,507
----------- ----------- -----------
425,652 374,997 333,776
----------- ----------- -----------
Income before minority interest and gain on disposition of real
estate and real estate investments........................... 331,658 301,737 247,309
Minority interest in income:
Preferred partnership interests .............................. (24,859) - -
Other Partnership interests .................................. (13,497) (16,006) (20,290)
----------- ----------- -----------
Net income before gain on disposition of real estate ........... 293,302 285,731 227,019
Gain on disposition of real estate and real estate investments . 3,786 2,154 -
----------- ----------- -----------
Net income ..................................................... $ 297,088 $ 287,885 $ 227,019
=========== =========== ===========
Net income allocation:
Allocable to preferred shareholders ......................... $ 100,138 $ 94,793 $ 78,375
Allocable to Equity Stock, Series A ......................... 11,042 - -
Allocable to common shareholders ............................ 185,908 193,092 148,644
----------- ----------- -----------
$ 297,088 $ 287,885 $ 227,019
=========== =========== ===========
PER COMMON SHARE:
Basic net income per share ..................................... $ 1.41 $ 1.53 $ 1.30
=========== =========== ===========
Diluted net income per share ................................... $ 1.41 $ 1.52 $ 1.30
=========== =========== ===========
Basic weighted average common shares outstanding ............... 131,566 126,308 113,929
=========== =========== ===========
Diluted weighted average common shares outstanding ............. 131,657 126,669 114,357
=========== =========== ===========
See accompanying notes.
F-3
PUBLIC STORAGE, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
EQUITY FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2000
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
Class B
Preferred Stock Common Common
Cumulative Convertible Stock Stock
----------- ------------ ----------- ------------
BALANCES AT DECEMBER 31, 1997.............................. $ 868,900 $ 53,308 $ 10,511 $ 700
Issuance of Common Stock (10,093,648 shares) ........... - - 1,010 -
Conversion of Convertible Preferred Stock into Common
Stock (3,589,552 shares).............................. - (53,308) 359 -
Repurchase of Common Stock (2,819,400 shares).......... - - (282) -
Net income.............................................. - - - -
Distributions to shareholders:
Preferred Stock....................................... - - - -
Common Stock, $0.88 per share......................... - - - -
----------- ------------ ----------- ------------
BALANCES AT DECEMBER 31, 1998.............................. 868,900 - 11,598 700
Issuance of Preferred Stock, net of issuance costs:
Series K (4,600 shares)............................... 115,000 - - -
Series L (4,600 shares)............................... 115,000 - - -
Series M (2,250 shares)............................... 56,250 - - -
Issuance of Common Stock (15,320,505 shares) ........... - - 1,532 -
Repurchase of Common Stock (4,589,427 shares).......... - - (459) -
Net income.............................................. - - - -
Distributions to shareholders:
Preferred Stock....................................... - - - -
Common Stock regular distribution, $0.88 per share... - - - -
Common Stock special distribution..................... - - - -
----------- ------------ ----------- ------------
BALANCES AT DECEMBER 31, 1999.............................. 1,155,150 - 12,671 700
Issuance of Equity Stock, Series A (5,635.602 shares)... - - - -
Issuance of Common Stock (498,451 shares) .............. - - 50 -
Repurchase of Common Stock (3,491,600 shares).......... - - (351) -
Costs in connection with issuance of preferred operating
partnership units (see Note 8)........................ - - - -
Net income.............................................. - - - -
Distributions to shareholders:
Preferred Stock....................................... - - - -
Equity Stock, Series A................................ - - - -
Common Stock regular distribution, $0.88 per share... - - - -
Common Stock special distribution..................... - - - -
----------- ------------ ----------- ------------
BALANCES AT DECEMBER 31, 2000.............................. $ 1,155,150 $ - $ 12,370 $ 700
=========== ============ =========== ============
Total
Paid-in Cumulative Cumulative Shareholders'
Capital Net Income Distributions Equity
------------- ----------- -------------- --------------
BALANCES AT DECEMBER 31, 1997.............................. $ 1,903,782 $ 575,069 $ (563,310) $ 2,848,960
Issuance of Common Stock (10,093,648 shares) ........... 293,708 - - 294,718
Conversion of Convertible Preferred Stock into Common
Stock (3,589,552 shares).............................. 52,949 - - -
Repurchase of Common Stock (2,819,400 shares).......... (71,974) - - (72,256)
Net income.............................................. - 227,019 - 227,019
Distributions to shareholders:
Preferred Stock....................................... - - (78,375) (78,375)
Common Stock, $0.88 per share......................... - - (100,726) (100,726)
------------- ----------- -------------- --------------
BALANCES AT DECEMBER 31, 1998.............................. 2,178,465 802,088 (742,411) 3,119,340
Issuance of Preferred Stock, net of issuance costs:
Series K (4,600 shares)............................... (3,723) - - 111,277
Series L (4,600 shares)............................... (3,723) - - 111,277
Series M (2,250 shares)............................... (1,872) - - 54,378
Issuance of Common Stock (15,320,505 shares) ........... 402,152 - - 403,684
Repurchase of Common Stock (4,589,427 shares).......... (108,106) - - (108,565)
Net income.............................................. - 287,885 - 287,885
Distributions to shareholders:
Preferred Stock....................................... - - (94,793) (94,793)
Common Stock regular distribution, $0.88 per share... - - (113,297) (113,297)
Common Stock special distribution..................... - - (82,086) (82,086)
------------- ----------- -------------- --------------
BALANCES AT DECEMBER 31, 1999.............................. 2,463,193 1,089,973 (1,032,587) 3,689,100
Issuance of Equity Stock, Series A (5,635.602 shares)... 113,354 - - 113,354
Issuance of Common Stock (498,451 shares) .............. 11,387 - - 11,437
Repurchase of Common Stock (3,491,600 shares).......... (77,448) - - (77,799)
Costs in connection with issuance of preferred operating
partnership units (see Note 8)........................ (3,750) - - (3,750)
Net income.............................................. - 297,088 - 297,088
Distributions to shareholders:
Preferred Stock....................................... - - (100,138) (100,138)
Equity Stock, Series A................................ - - (11,042) (11,042)
Common Stock regular distribution, $0.88 per share... - - (115,460) (115,460)
Common Stock special distribution..................... - - (78,673) (78,673)
------------- ----------- -------------- --------------
BALANCES AT DECEMBER 31, 2000.............................. $ 2,506,736 $ 1,387,061 $ (1,337,900) $ 3,724,117
============= =========== ============== ==============
See accompanying notes.
F-4
PUBLIC STORAGE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2000
(AMOUNTS IN THOUSANDS)
2000 1999 1998
-------------- -------------- --------------
Cash flows from operating activities:
Net income............................................................... $ 297,088 $ 287,885 $ 227,019
Adjustments to reconcile net income to net cash provided by operating
activities:
Less gain on disposition of real estate and real estate investments. (3,786) (2,154) -
Depreciation and amortization....................................... 148,967 137,719 111,799
Depreciation included in equity in earnings of real estate entities. 21,825 19,721 13,884
Minority interest in income......................................... 38,356 16,006 20,290
-------------- -------------- --------------
Total adjustments................................................. 205,362 171,292 145,973
-------------- -------------- --------------
Net cash provided by operating activities......................... 502,450 459,177 372,992
-------------- -------------- --------------
Cash flows from investing activities:
Principal payments received on mortgage notes receivable............ 7,650 28,837 46,897
Acquisition of minority interests................................... (31,271) (36,846) (22,845)
Notes receivable from affiliates.................................... (11,400) (30,594) (33,000)
Acquisition of real estate facilities............................... (62,938) (26,640) (46,064)
Acquisition cost of business combinations........................... (66,776) (180,216) (85,883)
Reduction in cash due to the deconsolidation of PS Business Parks,
Inc. (See Note 2)................................................. - - (11,260)
Investment in containerized storage business........................ - - (2,571)
Investments in real estate entities................................. (75,146) (77,656) (99,934)
Construction in process............................................. (232,918) (109,047) (79,132)
Capital improvements to real estate facilities ..................... (33,023) (29,023) (31,714)
Proceeds from the sale of real estate facilities and real estate
investments....................................................... 58,319 12,656 10,275
-------------- -------------- --------------
Net cash used in investing activities............................. (447,503) (448,529) (355,231)
-------------- -------------- --------------
Cash flows from financing activities:
Net paydown on revolving line of credit............................. - - (7,000)
Net proceeds from the issuance of preferred stock................... - 276,932 -
Net proceeds from the issuance of preferred partnership units....... 361,250 - -
Net proceeds from the issuance of Equity Stock, Series A............ 68,318 - -
Net proceeds from the issuance of common stock...................... 4,608 10,000 237,860
Repurchase of the Company's common stock............................ (77,799) (108,565) (72,256)
Principal payments on mortgage notes payable........................ (11,335) (14,088) (15,131)
Distributions paid to shareholders.................................. (343,388) (208,090) (179,101)
Distributions paid to minority interests............................ (45,494) (25,300) (32,312)
Investment by minority interests.................................... 17,871 61,928 54,809
Other............................................................... 5,364 435 5,140
-------------- -------------- --------------
Net cash used in financing activities............................. (20,605) (6,748) (7,991)
-------------- -------------- --------------
Net increase in cash and cash equivalents................................ 34,342 3,900 9,770
Cash and cash equivalents at the beginning of the year................... 55,125 51,225 41,455
-------------- -------------- --------------
Cash and cash equivalents at the end of the year......................... $ 89,467 $ 55,125 $ 51,225
============== ============== ==============
See accompanying notes.
F-5
PUBLIC STORAGE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2000
(AMOUNTS IN THOUSANDS)
(CONTINUED)
2000 1999 1998
-------------- -------------- --------------
SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING AND FINANCING ACTIVITIES:
Business combinations (Note 3):
Real estate facilities.............................................. (82,163) $ (727,925) $ (224,999)
Construction in process............................................. - (11,449) -
Investment in real estate entities.................................. 14,393 66,334 86,966
Mortgage notes receivable........................................... - (6,739) -
Other assets........................................................ (183) (3,295) (670)
Accrued and other liabilities....................................... 1,177 23,434 3,793
Minority interest................................................... - 32,201 35,210
Notes payable....................................................... - 100,000 -
Effect of the deconsolidation of PS Business Parks (Note 2):
Investments in real estate entities................................. - - (219,225)
Real estate facilities, net of accumulated depreciation............. - - 433,446
Other assets........................................................ - - 2,048
Accrued and other liabilities....................................... - - (10,106)
Notes payable....................................................... - - (14,526)
Minority interest................................................... - - (202,897)
Acquisition of real estate facilities in exchange for minority interests,
common stock, the assumption of mortgage notes payable, the cancellation of
mortgage notes receivable, the reduction of investment in real estate
entities and other assets............................................. (19,281) (55,120) (42,047)
Assumption of notes payable in exchange for real estate facilities...... - - 14,526
Other assets given in exchange for real estate facilities............... - 3,800 -
Minority interest (acquired) issued in exchange for the purchase of (sale
of) real estate facilities ........................................... (6,427) - 1,206
Cancellation of mortgage notes receivable to acquire real estate facilities - 5,573 2,495
Reduction of investment in real estate entities in exchange for real estate
facilities........................................................... 3,144 - 527
Disposition of real estate facilities in exchange for notes receivable,
other assets, and investment in real estate entities.................. 20,265 29,675 -
Notes receivable issued in connection with real estate dispositions..... (3,690) (10,460) -
Other assets received in connection with real estate dispositions....... - (3,800)
Investment in real estate entities...................................... - (15,415) (17,133)
Acquisition of minority interest in exchange for common stock........... (22,988) (37,560) (25,460)
Distributions payable................................................... (82,086) 82,086 -
Cumulative distributions paid........................................... - (82,086) -
Issuance of Common Stock:
In connection with business combinations............................ - 347,223 13,817
To acquire minority interests....................................... 6,829 46,461 25,908
Acquire partnership interests in real estate entities............... - - 17,133
In connection with conversion of Convertible Preferred Stock........ - - 53,308
Issuance of equity stock, Series A in connection with special distribution
to common shareholders and in connection with acquisition of real estate
facilities............................................................ 45,037
Conversion of Convertible Preferred Stock............................... - - (53,308)
See accompanying notes.
F-6
PUBLIC STORAGE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
1. Description of the business
---------------------------
Public Storage, Inc. (the "Company") is a California corporation,
which was organized in 1980. We are a fully integrated, self-administered
and self-managed real estate investment trust ("REIT") whose principal
business activities include the acquisition, development, ownership and
operation of storage facilities which offer storage spaces and containers
for lease, usually on a month-to-month basis, for personal and business
use. In addition, to a much lesser extent, we have interests in commercial
properties.
In 1996 and 1997, we organized Public Storage Pickup and Delivery,
Inc., as a separate corporation and partnership (the corporation and
partnership are collectively referred to as "PSPUD") to operate storage
facilities that rent portable storage containers to customers for storage
in central warehouses. At December 31, 2000, PSPUD had 41 facilities in
operation in 13 states.
We invest in real estate facilities by acquiring wholly owned
facilities or by acquiring interests in real estate entities which also own
real estate facilities. At December 31, 2000, we had direct and indirect
equity interests in 1,507 properties located in 38 states, including 1,361
self-storage facilities and 146 commercial properties. The Company under
the "Public Storage" name operates all of the self-storage facilities.
2. Summary of significant accounting policies
------------------------------------------
Basis of presentation
---------------------
The consolidated financial statements include the accounts of the
Company and 35 controlled entities (the "Consolidated Entities").
Collectively, the Company and these entities own a total of 1,253 real
estate facilities, consisting of 1,247 storage facilities and six
commercial properties.
At December 31, 2000, we had equity investments in 11 limited
partnerships in which we do not have a controlling interest. These limited
partnerships collectively own 114 self-storage facilities, which are
managed by the Company. In addition, we own approximately 42% of the common
interest in PS Business Parks, Inc. ("PSB"), which owns and operates 140
commercial properties. We do not control these entities, accordingly, our
investments in these limited partnerships and PSB are accounted for using
the equity method.
From the time of PSB's formation through March 31, 1998, we
consolidated the accounts of PSB in our financial statements. During the
second quarter of 1998, our ownership interest in PSB was reduced below 50%
and, accordingly, we ceased to have a controlling interest in PSB.
Accordingly, effective April 1, 1998, we no longer included the accounts of
PSB in our consolidated financial statements and have accounted for our
investment using the equity method. For all periods after March 31, 1998,
the income statement includes the Company's equity in income of PSB.
Further, commercial property operations for the periods after March 31,
1998 reflect only the commercial property operations of facilities owned by
the Company.
Use of estimates
----------------
The preparation of the consolidated financial statements in
conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that affect
the amounts reported in the consolidated financial statements and
accompanying notes. Actual results could differ from those estimates.
Income taxes
------------
For all taxable years subsequent to 1980, the Company qualified
and intends to continue to qualify as a REIT, as defined in Section 856 of
the Internal Revenue Code. As a REIT, we are not taxed on that portion of
our taxable income which is distributed to our shareholders provided that
we meet certain tests. We believe we have met these tests during 2000, 1999
and 1998; accordingly, no provision for income taxes has been made in the
accompanying financial statements.
F-7
Financial instruments
---------------------
The methods and assumptions used to estimate the fair value of
financial instruments is described below. We have estimated the fair value
of our financial instruments using available market information and
appropriate valuation methodologies. Considerable judgment is required in
interpreting market data to develop estimates of market value. Accordingly,
estimated fair values are not necessarily indicative of the amounts that
could be realized in current market exchanges.
For purposes of financial statement presentation, we consider all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.
Due to the short period to maturity of our cash and cash
equivalents, accounts receivable, other assets, and accrued and other
liabilities, the carrying values as presented on the consolidated balance
sheets are reasonable estimates of fair value. The carrying amount of
mortgage notes receivable approximates fair value because the aggregate
mortgage notes receivable's applicable interest rates approximate market
rates for these loans. A comparison of the carrying amount of notes payable
to our estimated fair value is included in Note 7, "Notes Payable."
Financial assets that are exposed to credit risk consist primarily
of cash and cash equivalents, accounts receivable, and notes receivable.
Cash and cash equivalents, which consist of short-term investments,
including commercial paper, are only invested in entities with an
investment grade rating. Notes receivable are substantially all secured by
real estate facilities that we believe are valued in excess of the related
note receivable. Accounts receivable are not a significant portion of total
assets and are comprised of a large number of individual customers.
Real estate facilities
----------------------
Real estate facilities are recorded at cost. Depreciation is
computed using the straight-line method over the estimated useful lives of
the buildings and improvements, which are generally between 5 and 25 years.
Evaluation of asset impairment
------------------------------
In 1995, the Financial Accounting Standards Board issued Statement
No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Asset to be Disposed Of" which requires impairment losses to be
recorded on long-lived assets. We annually evaluate long-lived assets
(including goodwill), by identifying indicators of impairment and by
comparing the sum of the estimated undiscounted future cash flows for each
asset to the asset's carrying amount. When indicators of impairment are
present and the sum of the undiscounted cash flows is less than the
carrying value of such asset, an impairment loss is recorded equal to the
difference between the asset's current carrying value and its value based
upon discounting its estimated future cash flows. Statement No. 121 also
addresses the accounting for long-lived assets that are expected to be
disposed of. Such assets are to be reported at the lower of their carrying
amount or fair value, less cost to sell. Our evaluations have indicated no
impairment in the carrying amount of our assets.
Other assets
------------
Other assets primarily consist of furniture, fixtures, equipment,
and other such assets associated with the containerized storage business as
well as accounts receivable, prepaid expenses, and other such assets of the
Company. Included in other assets with respect to the containerized storage
business is furniture, fixtures, and equipment (net of accumulated
depreciation) of $28,544,000 and $34,704,000 at December 31, 2000 and 1999,
respectively. Included in depreciation and amortization expense is
$4,801,000, $4,915,000, and $4,317,000 in the years ended December 31,
2000, 1999 and 1998, respectively, of depreciation of furniture, fixtures,
and equipment of the containerized storage business.
F-8
Intangible assets
-----------------
Intangible assets consist of property management contracts
($165,000,000) and the cost over the fair value of net tangible and
identifiable intangible assets ($67,726,000) acquired. Intangible assets
are amortized straight-line over 25 years. At December 31, 2000 and 1999,
intangible assets are net of accumulated amortization of $47,709,000 and
$38,400,000, respectively. Included in depreciation and amortization
expense is $9,309,000 in each of the three fiscal years ended December 31,
2000 with respect to the amortization of intangible assets.
Revenue and expense recognition
-------------------------------
Property rents are recognized as earned. Equity in earnings of
real estate entities are recognized based on our ownership interest in the
earnings of each of the unconsolidated real estate entities. Advertising
costs of $11,987,000, $10,160,000 and $14,332,000 for 2000, 1999 and 1998,
respectively, were expensed as incurred.
Environmental costs
-------------------
Our policy is to accrue environmental assessments and/or
remediation cost when it is probable that such efforts will be required and
the related costs can be reasonably estimated. Our current practice is to
conduct environmental investigations in connection with property
acquisitions. Although there can be no assurance, we are not aware of any
environmental contamination of any of our facilities which individually or
in the aggregate would be material to our overall business, financial
condition, or results of operations.
Net income per common share
---------------------------
Basic net income per share is computed using the weighted average
common shares (prior to the dilutive impact of stock options outstanding).
Diluted net income per common share is computed using the weighted average
common shares outstanding (adjusted for the dilutive impact of stock
options outstanding). Commencing January 1, 2000, the Company's 7,000,000
Class B common shares outstanding began to participate in distributions of
the Company's earnings. Distributions per share of Class B common stock are
equal to 97% of the per share distribution paid to the Company's regular
common shares. As a result of this participation in distribution of
earnings, for purposes of computing net income per common share, we began
to include 6,790,000 (7,000,000 x 97%) Class B common shares in the
weighted average common equivalent shares for the year ended December 31,
2000. Weighted average shares for the years ended December 31, 1999 and
1998 do not include any shares with respect to the Class B common stock as
these shares did not participate in distributions of the Company's earnings
prior to January 1, 2000. In addition, the inclusion of the convertible
preferred stock (for periods prior to conversion) in the determination of
net income per common share has been determined to be anti-dilutive.
In computing earnings per common share, preferred stock dividends
totaling $100,138,000, $94,793,000 and $78,375,000 for the years ended
December 31, 2000, 1999 and 1998, respectively, reduced income available to
common stockholders in the determination of net income allocable to common
stockholders.
Net income allocated to our common shareholders has been further
allocated among our two classes of common stock; our regular common stock
and our Equity Stock, Series A. The allocation among each class was based
upon the two-class method. Under the two-class method, earnings per share
for each class of common stock is determined according to dividends
declared (or accumulated) and participation rights in undistributed
earnings. Under the two-class method, the Equity Stock, Series A for the
year ended December 31, 2000 was allocated approximately $11,042,000 of net
income and the remaining $185,908,000 was allocated to the regular common
shares.
F-9
Stock-based compensation
------------------------
In October 1995, the Financial Accounting Standards Board issued
Statement No. 123 "Accounting for Stock-Based Compensation" which provides
companies an alternative to accounting for stock-based compensation as
prescribed under APB Opinion No. 25 (APB 25). Statement 123 encourages, but
does not require companies to recognize expense for stock-based awards
based on their fair value at date of grant. Statement No. 123 allows
companies to continue to follow existing accounting rules (fair value
method under APB 25) provided that pro-forma disclosures are made of what
net income and earnings per share would have been had the new fair value
method been used. We have elected to adopt the disclosure requirements of
Statement No. 123 but will continue to account for stock-based compensation
under APB 25.
Reclassifications
-----------------
Certain reclassifications have been made to the consolidated
financial statements for 1999 and 1998 in order to conform to the 2000
presentation.
3. Business combinations
---------------------
Mergers
-------
On March 12, 1999, we completed a merger with Storage Trust
Realty, Inc. ("Storage Trust"). All the outstanding stock of Storage Trust
was exchanged for 13,009,485 shares of the Company's common stock and an
additional 1,011,963 shares were reserved for issuance upon conversion of
limited partnership units in Storage Trust's operating partnership. The
aggregate acquisition cost of the merger was approximately $575,676,000,
consisting of the issuance of the Company's common stock of approximately
$347,223,000, cash of approximately $105,239,000, the assumption of debt in
the amount of $100,000,000, and the Company's pre-existing investment in
Storage Trust of approximately $23,214,000.
During 1998, we completed mergers with two affiliated public
REITs. We acquired all the outstanding stock of the REITs for an aggregate
cost of $37,132,000, consisting of the issuance of 433,526 shares of the
Company's common stock ($13,817,000), a $18,571,000 reduction of the
Company's pre-existing investment and $4,744,000 in cash.
Partnership acquisitions
------------------------
During 2000, we acquired the remaining ownership interests in a
partnership, of which we are the general partner, for an aggregate
acquisition cost of $81,169,000, consisting of cash of $66,776,000 and the
reduction of our pre-existing investment in the amount of $14,393,000.
Prior to the acquisition, we accounted for our investment in the
partnership using the equity method of accounting.
During 1999, we acquired all of the limited partner interests in
fourteen partnerships, which owned an aggregate of 40 storage facilities.
Prior to the acquisitions, we accounted for our investment in each of these
partnerships using the equity method. As a result of increasing our
ownership interest and obtaining control of the partnerships, we began to
consolidate the accounts of the partnerships in the consolidated financial
statements. The aggregate amount of the interests acquired totaled
$118,453,000 consisting of a $43,476,000 reduction of the Company's
pre-existing investment and cash of $74,977,000.
During 1998, we increased our ownership interest in three limited
partnerships in which the Company is the general partner. Prior to the
acquisitions, we accounted for our investment in each of the three
partnerships using the equity method. As a result, we began to consolidate
the accounts of these partnerships for financial statement purposes. The
aggregate amount of the interests acquired totaled $149,534,000 consisting
of a $68,395,000 reduction of the Company's pre-existing investment and
cash of $81,139,000.
F-10
The mergers were structured as tax-free transactions. The mergers
and acquisitions of affiliated limited partner interests have been
accounted for using the purchase method. Accordingly, allocations of the
total acquisition cost to the net assets acquired were made based upon the
fair value of such assets and liabilities assumed with respect to the
transactions occurring in 2000, 1999, and 1998 are summarized as follows:
Partnership Storage REIT
Acquisitions Trust Merger Mergers Total
------------ ------------ ------------ ------------
(Amounts in thousands)
2000 BUSINESS COMBINATIONS:
Real estate facilities.............. $ 82,163 $ - $ - $ 82,163
Other assets........................ 183 - - 183
Accrued and other liabilities....... (1,177) - - (1,177)
------------ ------------ ------------ ------------
$ 81,169 $ - $ - $ 81,169
============ ============ ============ ============
1999 BUSINESS COMBINATIONS:
Real estate facilities............... $ 129,348 $ 598,577 $ - $ 727,925
Construction in process.............. - 11,449 - 11,449
Investment in real estate entities... - 356 - 356
Mortgage notes receivable............ - 6,739 - 6,739
Other assets......................... 386 2,909 - 3,295
Accrued liabilities.................. (6,089) (17,345) - (23,434)
Minority interest.................... (5,192) (27,009) - (32,201)
------------ ------------ ------------ ------------
$ 118,453 $ 575,676 $ - $ 694,129
============ ============ ============ ============
1998 BUSINESS COMBINATIONS:
Real estate facilities............... $ 151,028 $ - $ 73,971 $ 224,999
Other assets......................... 399 - 271 670
Accrued and other liabilities........ (1,513) - (2,280) (3,793)
Minority interest.................... (380) - (34,830) (35,210)
------------ ------------ ------------ ------------
$ 149,534 $ - $ 37,132 $ 186,666
============ ============ ============ ============
The historical operating results of the above acquisitions prior
to each respective acquisition date have not been included in the Company's
historical operating results. Pro forma data (unaudited) for the two years
ended December 31, 2000 as though the business combinations above had been
effective at the beginning of fiscal 1999 are as follows:
For the Year
Ended December 31,
----------------------------
2000 1999
----------- ----------
(in thousands except per share data)
Revenues.................................... $764,237 $710,727
Net income.................................. 295,147 288,592
Net income per common share (Basic)......... 1.40 1.50
Net income per common share (Diluted)....... 1.40 1.50
The pro forma data does not purport to be indicative either of
results of operations that would have occurred had the transactions
occurred at the beginning of fiscal 1999 or future results of operations of
the Company. Certain pro forma adjustments were made to the combined
historical amounts to reflect (i) expected reductions in general and
administrative expenses, (ii) estimated increased interest expense from
bank borrowings to finance the cash portion of the acquisition cost and
(iii) estimated increase in depreciation and amortization expense.
F-11
4. Real estate facilities
----------------------
Activity in real estate facilities during 2000, 1999 and 1998 is
as follows:
2000 1999 1998
-------------- -------------- --------------
(Amounts in thousands)
Operating facilities, at cost:
Beginning balance....................................... $ 3,822,433 $ 2,962,291 $ 3,077,529
Property acquisitions:
Business combinations (Note 3) ...................... 82,163 727,925 224,999
Other acquisitions.................................. 67,107 36,013 64,818
Disposition of facilities............................... (20,516) (26,021) -
Facilities contributed to unconsolidated real estate
entities................................................ - (15,415) -
Newly developed facilities opened for operations........ 135,095 62,870 38,629
Acquisition of minority interest (Note 8)............... 15,112 45,747 23,293
Capital improvements.................................... 33,023 29,023 31,714
PSB deconsolidation (see below)......................... - - (498,691)
-------------- -------------- --------------
Ending balance.......................................... 4,134,417 3,822,433 2,962,291
-------------- -------------- --------------
Accumulated depreciation:
Beginning balance....................................... (533,412) (411,176) (378,248)
Additions during the year............................... (134,857) (123,495) (98,173)
Disposition of facilities............................... 251 1,259 -
PSB deconsolidation (see below) ........................ - - 65,245
-------------- -------------- --------------
Ending balance.......................................... (668,018) (533,412) (411,176)
-------------- -------------- --------------
Construction in process:
Beginning balance....................................... 140,764 83,138 42,635
Current development..................................... 232,918 109,047 79,132
Property acquisitions - merger with Storage Trust....... - 11,449 -
Newly developed facilities opened for operations........ (135,095) (62,870) (38,629)
-------------- -------------- --------------
Ending balance.......................................... 238,587 140,764 83,138
-------------- -------------- --------------
Total real estate facilities............................ $ 3,704,986 $ 3,429,785 $ 2,634,253
============== ============== ==============
Operating Facilities
--------------------
During 2000, we acquired a total of 13 facilities for an aggregate
cost of $82,163,000 in connection with a business combination (Note 3). In
addition, we acquired 12 storage facilities and 2 industrial facilities for
an aggregate cost of $67,107,000, consisting of $62,938,000 cash, the
issuance of the Company's Equity Stock, Series A ($1,025,000) and an
existing investment ($3,144,000). In addition, we opened 24 facilities we
had developed and completed various expansions of existing storage
facilities at an aggregate cost of $135,095,000.
During 2000, we disposed of eight storage facilities to a buyer
whom we had previously granted an option to purchase, and two plots of land
for an aggregate of $20,561,000, consisting of cash ($10,444,000), the
acquisition of minority interest ($6,427,000), and a note receivable
($3,690,000). An aggregate gain of $296,000 was recorded on these
dispositions.
During 1999, we acquired a total of 253 real estate facilities for
an aggregate cost of $727,925,000 in connection with certain business
combinations (Note 3). In addition, we also acquired three storage
facilities and two industrial facilities for an aggregate cost of
$36,013,000, consisting of the cancellation of mortgage notes receivable
($5,573,000), other assets ($3,800,000), and cash ($26,640,000).
F-12
In April 1999, we sold six properties for approximately
$10,500,000 (composed of $1,460,000 cash, notes receivable of $5,240,000,
and other assets of $3,800,000) and granted the buyer an option to acquire
an additional eight properties.
In addition, during 1999, we disposed of an industrial facility,
two storage facilities through condemnation proceedings, and four plots of
land for an aggregate of approximately $16,416,000, composed of $11,196,000
cash and $5,220,000 mortgage notes receivable. In aggregate, we recorded a
gain upon sale of $2,154,000, representing the difference between the
proceeds received and the net book value of the real estate.
During 1998, we acquired a total of 53 real estate facilities for
an aggregate cost of $224,999,000 in connection with certain business
combinations (Note 3). We also acquired two storage facilities for an
aggregate cost of $9,384,000, consisting of the cancellation of mortgage
notes receivable ($2,495,000), the Company's existing investment
($527,000), and cash ($6,362,000). In addition, three commercial facilities
were acquired for an aggregate cost of $55,434,000 consisting of the
assumption of mortgage notes payable ($14,526,000), the issuance of
minority interests ($1,206,000) and cash ($39,702,000).
Effective April 1, 1998, we no longer included the accounts of PSB
in our consolidated financial statements (Note 2). As a result of this
change, real estate facilities and accumulated depreciation were reduced by
$498,691,000 and $65,245,000, respectively, reflecting our historical cost
of the PSB real estate facilities which are no longer included in the
consolidated financial statements.
A substantial number of the real estate facilities acquired during
2000, 1999, and 1998 were acquired from affiliates in connection with
business combinations with an aggregate acquisition cost of approximately
$82,163,000, $129,348,000, and $224,999,000 respectively.
Construction in Process
-----------------------
Construction in process consists of land and development costs
relating to the development of storage facilities. In April 1997, the
Company and an institutional investor created a joint venture for the
purpose of developing up to $220 million of storage facilities. We own 30%
of the joint venture interest and the institutional investor owns the
remaining 70% interest. We periodically transferred newly developed
properties, the cost of which were included in real estate, to the
partnership as part of our capital contribution to the partnership. Due to
our ownership of less than 50%, our investment in the joint venture is
accounted for using the equity method (See Note 5).
In November 1999, we formed a second joint venture with a joint
venture partner whose partners include an institutional investor and B.
Wayne Hughes, chairman and chief executive officer of the Company to
participate in the development of approximately $100 million of storage
facilities and to purchase $100 million of the Company's Equity Stock,
Series AAA. The joint venture is funded solely with equity capital
consisting of 51% from the Company and 49% from the joint venture partner.
This joint venture is consolidated in the Company's financial statements.
The term of the joint venture is 15 years. After six years the joint
venture partner has the right to cause the Company to purchase the joint
venture partner's interest for an amount necessary to provide it with a
maximum return of 10.75% per year or less in certain circumstances. The
joint venture partner provides Mr. Hughes with a fixed yield of
approximately 8.0% per annum.
Construction in process consists primarily of 53 new facilities
and 25 expansions of existing facilities with total incurred costs of
approximately $234.3 million (of which 6 facilities with total incurred
costs of approximately $23.8 million are held by the second joint venture),
as well as costs associated with facilities we have not acquired the land
for.
At December 31, 2000, the unaudited adjusted basis of real estate
facilities for Federal income tax purposes was approximately $3.0 billion.
F-13
5. Investments in real estate entities
-----------------------------------
Summarized combined financial data with respect to those real
estate entities in which the Company had an ownership interest at December
31, 2000 are as follows:
Other Development
Equity Investments Joint Venture PSB Total
------------------ -------------- ------------ --------------
(Amounts in thousands)
For the year ended December 31, 2000:
Rental income........................ $ 41,240 $ 25,548 $ 144,171 $ 210,959
Other income......................... 1,880 699 6,463 9,042
------------------ -------------- ------------ --------------
Total revenues................... 43,120 26,247 150,634 220,001
------------------ -------------- ------------ --------------
Cost of operations................... 10,469 9,346 39,290 59,105
Depreciation and amortization........ 4,437 6,290 35,637 46,364
Other expenses....................... 5,700 1,641 5,890 13,231
------------------ -------------- ------------ --------------
Total expenses................... 20,606 17,277 80,817 118,700
------------------ -------------- ------------ --------------
Net income before minority interest and
gain on real estate investments.. 22,514 8,970 69,817 101,301
Minority interest ................... - - (26,741) (26,741)
------------------ -------------- ------------ --------------
Income before gain on real estate
investments...................... 22,514 8,970 43,076 74,560
Gain on real estate investments...... - - 8,105 8,105
------------------ -------------- ------------ --------------
Net income....................... $ 22,514 $ 8,970 $ 51,181 $ 82,665
================== ============== ============ ==============
At December 31, 2000:
Real estate, net .................... $ 67,580 $ 219,043 $ 864,711 $ 1,151,334
Total assets......................... $ 100,129 $ 222,670 $ 930,756 $ 1,253,555
Total liabilities.................... $ 40,332 $ 3,899 $ 59,935 $ 104,166
Preferred equity..................... $ - $ - $ 199,750 $ 199,750
Total common/partners' equity........ $ 59,797 $ 218,771 $ 671,071 $ 949,639
The Company's investment (book
value) at December 31, 2000...... $ 123,743 $ 65,631 $ 259,554 $ 448,928
The Company's effective average
ownership interest at December
31, 2000 (A)..................... 44% 30% 42%
(A) Reflects our ownership interest with respect to total common/partners'
equity.
At December 31, 2000, our investments in real estate entities
consist of ownership interests in 11 partnerships, which principally own
self-storage facilities, and an ownership interest in PSB. Such interests
are non-controlling interests of less than 50% and are accounted for using
the equity method of accounting. Accordingly, earnings are recognized based
upon our ownership interest in each of the partnerships. The accounting
policies of these entities are similar to the Company's. During 2000, 1999
and 1998, we recognized earnings from our investments of $36,109,000,
$32,183,000 and $26,602,000, respectively, and received cash distributions
totaling $16,984,000, $15,949,000 and $17,968,000, respectively. In
addition, during 2000, we recognized a gain of $3,210,000, representing our
share of PSB's gains on sale of real estate and real estate investments;
this gain is presented as "Gain on the disposition of real estate and real
estate investments".
F-14
During 2000, we disposed of investments in real estate entities,
for total proceeds of $47,875,000. We recorded a net gain of $280,000 as
"Gain on the disposition of real estate and real estate investments"
representing the difference between our cost and the proceeds received.
During 2000 and 1999, our investment in real estate entities
reflected decreases as a result of business combinations whereby the
Company eliminated approximately $14,393,000 and $66,690,000, respectively,
of pre-existing investments in real estate entity investments. Offsetting
these decreases are additional investments made by the Company in other
unconsolidated entities totaling $75,146,000 and $77,656,000 in 2000 and
1999, respectively.
In April 1997, the Company and an institutional investor formed a
joint venture partnership for the purpose of developing up to $220 million
of storage facilities. As of December 31, 2000, the joint venture
partnership had completed construction on 47 storage facilities with a
total cost of approximately $231.5 million. The partnership is funded
solely with equity capital consisting of 30% from the Company and 70% from
the institutional investor.
6. Revolving line of credit
------------------------
The credit agreement (the "Credit Facility") has a borrowing limit
of $150 million and an expiration date of July 1, 2002. The expiration date
may be extended by one year on each anniversary of the credit agreement.
Interest on outstanding borrowings is payable monthly. At our option, the
rate of interest charged is equal to (I) the prime rate or (ii) a rate
ranging from the London Interbank Offered Rate ("LIBOR") plus 0.40% to
LIBOR plus 1.10% depending on the Company's credit ratings and coverage
ratios, as defined. In addition, the Company is required to pay a quarterly
commitment fee of 0.250% (per annum). The Credit Facility allows us, at our
option, to request the group of banks to propose the interest rate they
would charge on specific borrowings not to exceed $50 million; however, in
no case may the interest rate proposal be greater than the amount provided
by the Credit Facility.
Under covenants of the Credit Facility, we are required to (i)
maintain a balance sheet leverage ratio of less than 0.40 to 1.00, (ii)
maintain net income of not less than $1.00 for each fiscal quarter, (iii)
maintain certain cash flow and interest coverage ratios (as defined) of not
less than 1.0 to 1.0 and 5.0 to 1.0, respectively and (iv) maintain a
minimum total shareholders' equity (as defined). In addition, we are
limited in its ability to incur additional borrowings (we are required to
maintain unencumbered assets with an aggregate book value equal to or
greater than three times our unsecured recourse debt) or sell assets. We
were in compliance with the covenants of the Credit Facility at December
31, 2000.
7. Notes payable
-------------
Notes payable at December 31, 2000 and 1999 consist of the
following:
2000 1999
---------------------- ------------------------
Carrying Carrying
amount Fair value amount Fair value
--------- ----------- --------- -----------
(Amounts in thousands)
7.08% to 7.66% unsecured senior notes, due at varying dates
between November 2003 and January 2007............... $129,250 $129,250 $ 138,000 $ 138,000
Mortgage notes payable:
10.55% mortgage notes secured by real estate facilities,
principal and interest payable monthly, due August 2004 23,820 25,105 26,231 27,438
7.134% to 10.5% mortgage notes secured by real estate
facilities, principal and interest payable monthly, due
at varying dates between May 2004 and September 2028 2,933 2,933 3,107 3,107
--------- ----------- --------- -----------
$156,003 $ 157,288 $167,338 $ 168,545
========= =========== ========= ===========
F-15
All of our notes payable are fixed rate. The senior notes require
interest and principal payments to be paid semi-annually and have various
restrictive covenants, all of which have been met at December 31, 2000.
The 10.55% mortgage notes consist of five notes, which are
cross-collateralized by 19 properties and are due to a life insurance
company. Although there is a negative spread between the carrying value and
the estimated fair value of the notes, the notes provide for the prepayment
of principal subject to the payment of penalties, which exceed this
negative spread. Accordingly, prepayment of the notes at this time would
not be economically practicable.
Mortgage notes payable are secured by 24 real estate facilities
having an aggregate net book value of approximately $48.0 million at
December 31, 2000.
At December 31, 2000, approximate principal maturities of notes
payable are as follows:
Unsecured
Senior Notes Mortgage debt Total
---------------- ---------------- ----------------
(in thousands)
2001......................... $ 9,500 $ 2,910 $ 12,410
2002......................... 24,450 3,530 27,980
2003......................... 35,900 3,585 39,485
2004......................... 25,800 15,063 40,863
2005......................... 11,200 156 11,356
Thereafter................... 22,400 1,509 23,909
---------------- ---------------- ----------------
$ 129,250 $ 26,753 $ 156,003
================ ================ ================
Weighted average rate........ 7.5% 10.2% 7.9%
================ ================ ================
Interest paid (including interest related to the borrowings on the
Credit Facility) during 2000, 1999 and 1998 was $13,071,000, $12,528,000,
and $7,690,000, respectively. In addition, in 2000, 1999 and 1998, the
Company capitalized interest totaling $9,778,000, $4,509,000, and
$3,481,000, respectively, related to construction of real estate
facilities.
8. Minority interest
-----------------
In consolidation, we classify ownership interests in the net
assets of each of the Consolidated Entities, other than our own, as
minority interest on the consolidated financial statements. Minority
interest in income consists of the minority interests' share of the
operating results of the Company relating to the consolidated operations of
the Consolidated Entities.
During 2000, one of our operating partnerships issued in aggregate
$365.0 million of preferred partnership units: March 17, 2000, - $240.0
million of 9.5% Series N Cumulative Redeemable Perpetual Preferred Units,
March 29, 2000 - $75.0 million of 9.125% Series O Cumulative Redeemable
Perpetual Preferred Units, and August 11, 2000 - $50.0 million of 8.75%
Series P Cumulative Redeemable Perpetual Preferred Units. These preferred
units are not redeemable during the first 5 years, thereafter, at our
option, we can call the units for redemption at the issuance amount plus
any unpaid distributions. The units are not redeemable by the holder.
Subject to certain conditions, the Series N preferred units are convertible
into shares of 9.5% Series N Cumulative Preferred Stock, the Series O
preferred units are convertible into shares of 9.125% Series O Cumulative
Preferred Stock and the Series P preferred units are convertible into
shares of 8.75% Series P Cumulative Preferred Stock of the Company. We
incurred approximately $3,750,000 in costs in connection with the
issuances; these costs were recorded as a reduction to Paid in Capital.
These transactions had the effect of increasing minority interest by $365.0
million. For the year ended December 31, 2000, the holders of these
preferred units were paid in aggregate approximately $24,859,000 in
distributions and received an equivalent allocation of minority interest in
earnings.
F-16
In November 1999, we formed a second development joint venture
with a joint venture partner to develop $100 million of storage facilities
and to purchase $100 million of the Company's Equity Stock, Series AAA. The
joint venture is consolidated and, accordingly, the Equity Stock, Series
AAA is eliminated in consolidation. Included in minority interest at
December 31, 2000 is approximately $77,126,000 relative to the joint
venture, primarily representing total contributions received by our joint
venture partner since inception of the partnership, net of distributions.
Minority interest increased by $21,392,000 as a result of contributions by
our joint venture partner since December 31, 1999 and decreased by
$7,871,000 as a result of distributions to our joint venture partner.
In 1999, in connection with the merger with Storage Trust,
minority interest increased by approximately $27,009,000, reflecting the
fair value of 1,011,963 operating partnership units ("OP Units") in Storage
Trust's operating partnership owned by minority interest. As of December
31, 2000, there were approximately 237,935 OP Units which are convertible
on a one-for-one basis (subject to certain limitations) into common shares
of the Company at the option of the unitholder. Minority interest in income
with respect to OP Units reflects the OP Units' share of the net income of
the Company, with net income allocated to minority interests with respect
to weighted average outstanding OP Units on a per unit basis equal to
diluted earnings per common share. During the year ended December 31, 2000,
277,104 OP Units were redeemed in connection with the sale of real estate
facilities (reducing minority interest by $6,427,000) and 255,853 OP Units
were converted into shares of the Company's common stock (reducing minority
interest by $6,829,000). During the year ended December 31, 1999, 241,071
OP Units were exchanged for an equal number of shares of the Company's
common stock, for a total cost of approximately $6,434,000. These
transactions had the effect of reducing minority interest by approximately
$6,434,000.
In addition to the OP Unit redemptions noted above, during fiscal
2000 we acquired minority interests in the Consolidated Entities for an
aggregate cash cost of $31,271,000; these acquisitions had the effect of
reducing minority interest by $16,159,000, with the excess of cost over
underlying book value ($15,112,000) allocated to real estate.
During 1999, in addition to the OP Unit redemptions noted above,
we acquired limited partnership interests in certain of the Consolidated
Entities in several transactions for an aggregate cost of $76,873,000,
consisting of approximately $36,846,000 in cash and $40,027,000 in the
issuance of common stock. These transactions had the effect of reducing
minority interest by approximately $31,126,000. The excess of the cost over
the underlying book value ($45,747,000) has been allocated to real estate
facilities in consolidation.
During 1999 and 1998, in connection with certain business
combinations (Note 3) minority interest was increased by $32,201,000 and
$35,210,000, respectively, representing the remaining partners' equity
interests in the aggregate net assets of the Consolidated Entities.
F-17
9. Shareholders' equity
--------------------
Preferred Stock
---------------
At December 31, 2000 and 1999, we had the following series of
Preferred Stock outstanding:
Carrying
Dividend Shares Amount
Series Rate Outsanding (in thousands)
- ----------------------------- ------------ ------------ ---------------
Series A 10.000% 1,825,000 $ 45,625
Series B 9.200% 2,386,000 59,650
Series C Adjustable 1,200,000 30,000
Series D 9.500% 1,200,000 30,000
Series E 10.000% 2,195,000 54,875
Series F 9.750% 2,300,000 57,500
Series G 8.875% 6,900 172,500
Series H 8.450% 6,750 168,750
Series I 8.625% 4,000 100,000
Series J 8.000% 6,000 150,000
Series K 8.250% 4,600 115,000
Series L 8.250% 4,600 115,000
Series M 8.750% 2,250 56,250
------------ ---------------
Total Senior Preferred Stock 11,141,100 $1,155,150
============ ===============
The Series A through Series M (collectively the "Cumulative Senior
Preferred Stock") have general preference rights with respect to
liquidation and quarterly distributions. Holders of the preferred stock,
except under certain conditions and as noted above, will not be entitled to
vote on most matters. In the event of a cumulative arrearage equal to six
quarterly dividends or failure to maintain a Debt Ratio (as defined) of 50%
or less, holders of all outstanding series of preferred stock (voting as a
single class without regard to series) will have the right to elect two
additional members to serve on the Company's Board of Directors until
events of default have been cured. At December 31, 2000, there were no
dividends in arrears and the Debt Ratio was 3.0%.
Except under certain conditions relating to the Company's
qualification as a REIT, the Senior Preferred Stock is not redeemable prior
to the following dates: Series A - September 30, 2002, Series B - March 31,
2003, Series C - June 30, 1999, Series D - September 30, 2004, Series E -
January 31, 2005, Series F - April 30, 2005, Series G - December 31, 2000,
Series H - January 31, 2001, Series I - October 31, 2001, Series J - August
31, 2002, Series K - January 19, 2004, Series L - March 10, 2004, Series M
- August 17, 2004. On or after the respective dates, each of the series of
Senior Preferred Stock will be redeemable, at the option of the Company, in
whole or in part, at $25 per share (or depositary share in the case of the
Series G, Series H, Series I, Series J, Series K, Series L and Series M),
plus accrued and unpaid dividends.
F-18
Common stock
------------
During 2000, 1999 and 1998, we issued and repurchased shares of
our common stock as follows:
2000 1999 1998
--------------------------- --------------------------- ---------------------------
(Dollar amount in thousands)
-----------------------------------------------------------------------------------
Shares Amount Shares Amount Shares Amount
------------ ------------ ------------ ------------ ------------ ------------
Public offerings.................... - $ - - $ 7,951,821 $ 234,521
-
In connection with mergers (Note 3) - - 13,009,485 347,223 433,526 13,817
Exercise of stock options........ 242,598 4,608 511,989 10,000 219,596 3,339
Issuance to affiliates........... - - - - 853,700 26,362
Conversion of OP Units.......... 255,853 6,829 241,071 6,434 - -
Conversion of Convertible Preferred
Stock.......................... - - - - 3,589,552 53,308
Acquisition of interests in real
estate entities (a)............ - - 1,557,960 40,027 635,005 16,679
Repurchases of stock............. (3,491,600) (77,799) (4,589,427) (108,565) (2,819,400) (72,256)
------------ ------------ ------------ ------------ ------------ ------------
(2,993,149) $ (66,362) 10,731,078 $ 295,119 10,863,800 $ 275,770
============ ============ ============ ============ ============ ============
(a) The amounts for 1999 include the conversion of 241,071 OP Units with an
approximate value of $6,434,000.
Shares of common stock issued to affiliates in 1998 were in
exchange for interests in real estate entities. All the shares of common
stock, with the exception of the shares issued in connection with the
exercise of stock options, were issued at the prevailing market price at
the time of issuance.
On June 12, 1998, we announced that the Board of Directors
authorized the repurchase from time to time of up to 10,000,000 shares of
the Company's common stock on the open market or in privately negotiated
transactions. On March 4, 2000, the Board of Directors increased the
authorized number of shares which the Company could repurchase to
15,000,000. On March 15, 2001, the Board of Directors increased the
authorized number of shares the Company could repurchase to 20,000,000.
Cumulatively through December 31, 2000, we repurchased a total of
10,900,427 shares of common stock at an aggregate cost of approximately
$258,620,000.
On March 12, 1999, we issued 13,009,485 shares of common stock
pursuant to the merger with Storage Trust Realty.
At December 31, 2000, the Company had 6,445,747 shares of common
stock reserved in connection with the Company's stock option plans (Note
11), 7,000,000 shares of common stock reserved for the conversion of the
Class B Common Stock and 237,935 shares reserved for the conversion of OP
Units.
Class B Common Stock
--------------------
Commencing January 1, 2000, the Class B Common Stock participates
in distributions at the rate of 97% of the per share distributions on the
Common Stock, provided that cumulative distributions of at least $0.22 per
quarter per share have been paid on the Common Stock. The Class B Common
Stock will (i) not participate in liquidating distributions, (ii) not be
entitled to vote (except as expressly required by California law) and (iii)
automatically convert into Common Stock, on a share for share basis, upon
the later to occur of FFO per common share aggregating $3.00 during any
period of four consecutive calendar quarters or January 1, 2003.
For these purposes, FFO means net income (loss) (computed in
accordance with generally accepted accounting principles) before (i) gain
(loss) on early extinguishment of debt, (ii) minority interest in income
and (iii) gain (loss) on disposition of real estate, adjusted as follows:
(i) plus depreciation and amortization (including the Company's pro-rata
share of depreciation and amortization of unconsolidated equity interests
and amortization of assets acquired in a merger, including property
management agreements and goodwill), and (ii) less FFO attributable to
F-19
minority interest. For these purposes, FFO per Common Share means FFO less
preferred stock dividends (other than dividends on convertible preferred
stock) divided by the outstanding weighted average shares of Common Stock
assuming conversion of all outstanding convertible securities and the Class
B Common Stock.
For these purposes, FFO per share of Common Stock (as defined) was
$2.59 for the year ended December 31, 2000.
Equity Stock
------------
The Company is authorized to issue 200,000,000 shares of Equity
Stock. The Articles of Incorporation provide that the Equity Stock may be
issued from time to time in one or more series and gives the Board of
Directors broad authority to fix the dividend and distribution rights,
conversion and voting rights, redemption provisions and liquidation rights
of each series of Equity Stock.
During fiscal 2000 we issued shares of Equity Stock as follows:
* In January 2000, we issued 4,300,555 depositary shares
(2,200,555 shares with a value of $44,011,000 as part of a
special distribution declared on November 15, 1999 and
2,100,000 shares with net proceeds of $39,800,000 in a
separate public offering) each representing 1/1,000 of a
share of Equity Stock, Series A ("Equity Stock A").
* In the first half of 2000, we issued 52,547 depositary shares
of Equity Stock A with an aggregate value of $1,025,000 to a
related party in connection with the acquisition of real
estate facilities.
* In December 2000, we issued publicly 1,282,500 depositary
shares ($28,518,000) each representing 1/1,000 of a share of
Equity Stock A.
The Equity Stock A ranks on a parity with common stock and junior
to the Senior Preferred Stock with respect to general preference rights and
has a liquidation amount which cannot exceed $24.50 per share.
Distributions with respect to each depositary share shall be the lesser of:
a) five times the per share dividend on the Common Stock or b) $2.45 per
annum (prorated for the year 2000). Except in order to preserve the
Company's federal income tax status as a REIT, we may not redeem the
depositary shares before March 31, 2005. On or after March 31, 2005, we
may, at our option, redeem the depositary shares at $24.50 per depositary
share. If the Company fails to preserve its federal income tax status as a
REIT, the depositary shares will be convertible into common stock on a one
for one basis. The depositary shares are otherwise not convertible into
common stock. Holders of depositary shares vote as a single class with our
holders of common stock on shareholder matters, but the depositary shares
have the equivalent of one-tenth of a vote per depositary share. We have no
obligation to pay distributions if no distributions are paid to common
shareholders.
In November 1999, we sold $100,000,000 (4,289,544 shares) of
Equity Stock, Series AAA ("Equity Stock AAA") to a newly formed joint
venture. We control the joint venture and consolidate the accounts of the
joint venture, and accordingly the Equity Stock AAA is eliminated in
consolidation. The Equity Stock AAA ranks on a parity with Common Stock and
junior to the Senior Preferred Stock (as defined below) with respect to
general preference rights, and has a liquidation amount equal to 120% of
the amount distributed to each common share. Annual distributions per share
are equal to the lesser of (I) five times the amount paid per common share
or (ii) $2.1564. We have no obligation to pay distributions if no
distributions are paid to common shareholders.
In June 1997, we contributed $22,500,000 (225,000 shares) of
equity stock, designated as Equity Stock, Series AA ("Equity Stock AA") to
a partnership in which the Company is the general partner. As a result of
this contribution, the Company obtained a controlling interest in the
partnership and began to consolidate the accounts of the partnership and
F-20
therefore the equity stock is eliminated in consolidation. The Equity Stock
AA ranks on a parity with Common Stock and junior to the Senior Preferred
Stock with respect to general preference rights and has a liquidation
amount of ten times the amount paid to each Common Share up to a maximum of
$100 per share. Quarterly distributions per share on the Equity Stock AA
are equal to the lesser of (i) 10 times the amount paid per Common Stock or
(ii) $2.20. We have no obligation to pay distributions if no distributions
are paid to common shareholders.
Dividends
---------
The unaudited characterization of dividends for Federal income tax
purposes is made based upon earnings and profits of the Company, as defined
by the Internal Revenue Code. Distributions declared by the Board of
Directors (including distributions to the holders of preferred stock) in
2000 were characterized as follows:
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
----------- ----------- ----------- -----------
Ordinary income 96.10% 95.79% 99.04% 99.96%
Long-term Capital Gain 3.90% 4.21% 0.96% 0.04%
----------- ----------- ----------- -----------
Total 100.00% 100.00% 100.00% 100.00%
----------- ----------- ----------- -----------
On August 30, 2000, the Board of Directors declared a special
distribution to the common shareholders of $0.60 per common share in cash
which was paid on September 30, 2000. On November 4, 1999, the Board of
Directors declared a special distribution to the common shareholders. The
special distribution is comprised of (i) $0.65 per common share payable in
depositary shares, representing interests in Equity Stock, Series A, with
cash being paid in lieu of fractional shares or (ii) at the election of
each common shareholder, $0.62 per common share payable in cash. The
special distribution was accrued at December 31, 1999, and paid on January
14, 2000 to shareholders of record as of November 15, 1999.
F-21
The following summarizes dividends during 2000, 1999 and 1998:
2000 1999 1998
---------------------- --------------------- ----------------------
Per Share Total Per share Total Per share Total
--------- ----------- --------- --------- --------- ---------
(in thousands, except per share data)
Preferred Stock
Series A $2.500 $4,563 $2.500 $4,563 $2.500 $4,563
Series B $2.300 5,488 $2.300 5,488 $2.300 5,488
Series C $1.711 2,052 $1.688 2,024 $1.688 2,024
Series D $2.375 2,850 $2.375 2,850 $2.375 2,850
Series E $2.500 5,488 $2.500 5,488 $2.500 5,488
Series F $2.437 5,606 $2.437 5,606 $2.437 5,606
Series G $2.219 15,309 $2.219 15,309 $2.219 15,309
Series H $2.112 14,259 $2.112 14,259 $2.112 14,259
Series I $2.156 8,625 $2.156 8,625 $2.156 8,625
Series J $2.000 12,000 $2.000 12,000 $2.000 12,000
Series K $2.063 9,488 $1.965 9,040 - -
Series L $2.063 9,488 $1.673 7,695 - -
Series M $2.188 4,922 $0.820 1,846 - -
Convertible - - $1.032 2,163
--------- --------- ---------
100,138 94,793 78,375
Common Stock
Equity Stock, Series A $2.363 11,042 - - - -
Common Stock (A) $1.480 184,084 $1.520 195,383 $0.880 100,726
Class B Common Stock $1.436 10,049 - - - -
--------- --------- ---------
$305,313 $290,176 $179,101
========= ========= =========
(A) $82,086,000 ($0.64 per share) of the common dividend in 1999
was accrued at December 31, 1999, of which $38,075,000 was
paid on January 14, 2000 in cash and $44,011,000 was paid in
the issuance of depositary shares of the Company's Equity
Stock, Series A.
The dividend rate on the Series C Preferred Stock is adjusted
quarterly and is equal to the highest of one of three U.S. Treasury indices
(Treasury Bill Rate, Ten Year Constant Maturity Rate, and Thirty Year
Constant Maturity Rate) multiplied by 110%. However, the dividend rate for
any dividend period will not be less than 6.75% per annum nor greater than
10.75% per annum. The dividend rate with respect to the first quarter of
2001 will be equal to 6.75% per annum.
10. Stock options
-------------
The Company has a 1990 Stock Option (the "1990 Plan") which
provides for the grant of non-qualified stock options. The Company has a
1994 Stock Option Plan (the "1994 Plan"), a 1996 Stock Option and Incentive
Plan (the "1996 Plan") and a 2000 Non-Executive/Non-Director Stock Option
and Incentive Plan (the "2000 Plan"), each of which provides for the grant
of non-qualified options and incentive stock options. (The 1990 Plan, the
1994 Plan, the 1996 Plan and the 2000 Plan are collectively referred to as
the "PSI Plans"). Under the PSI Plans, the Company has granted
non-qualified options to certain directors, officers and key employees to
purchase shares of the Company's common stock at a price equal to the fair
market value of the common stock at the date of grant. Generally, options
under the Plans vest over a three-year period from the date of grant at the
rate of one-third per year and expire (i) under the 1990 Plan, five years
after the date they became exercisable and (ii) under the 1994 Plan, the
1996 Plan and the 2000 Plan, ten years after the date of grant. The 1996
Plan and the 2000 Plan also provide for the grant of restricted stock to
officers, key employees and service providers on terms determined by an
authorized committee of the Board of Directors; no shares of restricted
stock have been granted. In connection with the Storage Trust merger in
March 1999, we assumed the outstanding non-qualified options under the
Storage Trust Realty 1994 Share Incentive Plan (the "Storage Trust Plan"),
F-22
which were converted into non-qualified options to purchase our common
stock (the PSI Plans and the Storage Trust Plan are collectively referred
to as the "Plans.") The Company determined there was no material impact
from the use of the fair value method for the years ended December 31,
2000, 1999 and 1998.
Information with respect to the Plans during 2000, 1999, and 1998
is as follows:
2000 1999 1998
----------------------------- --------------------------- -------------------------
Number Average Number Average Number Average
of Price per of Price per of Price per
Options Share Options Share Options Share
------------ ------------ ------------ ------------ ------------ -----------
Options outstanding January 1 3,024,274 $24.08 2,054,285 $22.85 1,696,215 $20.03
Granted or assumed 3,762,500 23.06 1,576,626 24.39 590,000 28.23
Exercised (242,598) 18.99 (511,989) 19.53 (219,596) 15.20
Canceled (131,600) 26.01 (94,648) 27.28 (12,334) 28.66
------------ ------------ ------------ ------------ ------------ -----------
Options outstanding December 31 6,412,576 23.65 3,024,274 $24.08 2,054,285 $22.85
============ ============ ===========
$14.125 $9.375 $9.375
Option price range at December 31 (A) to $33.563 to $33.563 to $33.563
Options exercisable at December 31 1,680,083 $23.83 1,259,771 $21.97 1,044,249 $19.94
============ ============ ============ ============ ============ ===========
Options available for grant at December 31 33,171 1,683,505 2,881,337
============ ============ ============
(A) Approximately 5,772,160, 2,210,695 and 1,037,500 of options outstanding at
December 31, 2000, 1999 and 1998, respectively, had exercise prices in
excess of $23.
In 1996, the Company adopted the disclosure requirement provision
of SFAS 123 in accounting for stock-based compensation issued to employees.
As of December 31, 2000, 1999, and 1998 there were 6,372,741, 2,935,338 and
1,900,837 options outstanding, respectively, that were subject to SFAS 123
disclosure requirements. The fair value of these options was estimated
utilizing the Black-Scholes method with a risk-free interest rate of 5.63%
for 1998, 5.55% for 1999 and 6.16% for 2000, an expected life of 5 years
for each of 1998, 1999 and 2000, an expected volatility of .192 for 1998,
.201 for 1999 and .191 for 2000, and an expected dividend yield of 7% for
each of 1998, 1999 and 2000. Based upon the results of such estimates, the
Company determined that there was no material impact from the use of the
fair value method for the years ended December 31, 2000, 1999 and 1998. The
remaining contractual lives were 8.9 years, 8.2 years, and 7.8 years,
respectively, at December 31, 2000, 1999, and 1998.
11. Disclosures regarding Segment Reporting
---------------------------------------
In July 1997, the Financial Accounting Standards Board issued
Statement No. 131, "Disclosures about Segments of an Enterprise and Related
Information" ("FAS 131"), which establishes standards for the way that
public business enterprises report information about operating segments.
This statement is effective for financial statements for periods beginning
after December 15, 1997. We adopted this standard effective for the year
ended December 31, 1998.
Description of each reportable segment
--------------------------------------
Our reportable segments reflect significant operating activities
that are evaluated separately by management. We have three reportable
segments: self-storage operations, containerized storage operations, and
commercial property operations.
The self-storage segment comprises the direct ownership,
development, and operation of traditional storage facilities, and the
ownership of equity interests in entities that own storage properties.
PSPUD operates the containerized storage segment. The commercial property
F-23
segment reflects our interest in the ownership, operation, and management
of commercial properties. The vast majority of the commercial property
operations are conducted through PSB, and to a much lesser extent the
Company and certain of its unconsolidated subsidiaries own commercial
space, managed by PSB, within facilities that combine storage and
commercial space for rent.
Measurement of segment profit or loss
-------------------------------------
We evaluate performance and allocate resources based upon the net
segment income of each segment. Net segment income represents net income in
conformity with generally accepted accounting principles and our
significant accounting policies as denoted in Note 2, before interest and
other income, depreciation of real estate facilities, amortization expense,
interest expense, corporate general and administrative expense, and
minority interest in income. The accounting policies of the reportable
segments are the same as those described in the Summary of Significant
Accounting Policies.
Interest and other income, depreciation of real estate facilities,
amortization expense, interest expense, corporate general and
administrative expense, and minority interest in income are not allocated
to segments because management does not utilize them to evaluate of the
results of operations of each segment.
Measurement of segment assets
-----------------------------
No segment data relative to assets or liabilities is presented,
because we do not evaluate performance based upon the assets or liabilities
of the segments. We believe that the historical cost of the Company's real
property does not have any significant bearing upon the performance of the
commercial property and storage segments. In the same manner, management
believes that the book value of investment in real estate entities as
having no bearing upon the results of those investments. The only other
types of assets that might be allocated to individual segments are trade
receivables, payables, and other assets which arise in the ordinary course
of business, but they are also not a significant factor in the measurement
of segment performance. We perform post-acquisition analysis of various
investments; however, such evaluations are beyond the scope of FAS 131.
Presentation of Segment Information
-----------------------------------
Our income statement provides most of the information required in
order to determine the performance of each of the Company's three segments.
The following tables reconcile the performance of each segment, in terms of
segment revenues and segment income, to our consolidated revenues and net
income. It further provides detail of the segment components of the income
statement item, "Equity in earnings of real estate entities."
F-24
Year Ended December 31, Year Ended December 31,
------------------------- -------------------------
2000 1999 Change 1999 1998 Change
------------ ------------ ------------ ------------ ------------ ------------
(Dollar amounts in thousands)
RECONCILIATION OF REVENUES BY SEGMENT:
Self-storage
Storage property rentals.................. $ 653,524 $ 592,619 $ 60,905 $ 592,619 $ 488,291 $ 104,328
Equity in earnings - storage property
operations............................. 21,265 20,382 883 20,382 21,058 (676)
Equity in earnings - Depreciation (self
-storage)............................... (7,153) (7,591) 438 (7,591) (6,581) (1,010)
------------ ------------ ------------ ------------ ------------ ------------
Self Storage segment revenues......... 667,636 605,410 62,226 605,410 502,768 102,642
------------ ------------ ------------ ------------ ------------ ------------
Containerized storage 37,914 27,028 10,886 27,028 24,466 2,562
- ----------------------
Commercial properties
- ----------------------
Commercial property rentals............... 11,341 8,204 3,137 8,204 23,112 (14,908)
Equity in earnings - commercial property
operations............................. 42,562 35,623 6,939 35,623 23,301 12,322
Equity in earnings - Depreciation
(commercial properties)................ (14,672) (12,130) (2,542) (12,130) (7,303) (4,827)
------------ ------------ ------------ ------------ ------------ ------------
Commercial properties segment revenues 39,231 31,697 7,534 31,697 39,110 (7,413)
------------ ------------ ------------ ------------ ------------ ------------
Other items not allocated to segments
- -------------------------------------
Equity in earnings - general and
administrative and other............... (5,893) (4,101) (1,792) (4,101) (3,873) (228)
Interest and other income................. 18,422 16,700 1,722 16,700 18,614 (1,914)
------------ ------------ ------------ ------------ ------------ ------------
Total other items not allocated to
segments............................ 12,529 12,599 (70) 12,599 14,741 (2,142)
------------ ------------ ------------ ------------ ------------ ------------
Total consolidated revenues........... $ 757,310 $ 676,734 $ 80,576 $ 676,734 $ 581,085 $ 95,649
============ ============ ============ ============ ============ ============
F-25
Year Ended December 31, Year Ended December 31,
------------------------- -------------------------
2000 1999 Change 1999 1998 Change
------------ ------------ ------------ ------------ ------------ ------------
(Dollar amounts in thousands)
RECONCILIATION OF NET INCOME BY SEGMENT:
Self-storage
------------
Storage properties........................ $443,062 $408,138 $34,924 $408,138 $338,915 $69,223
Depreciation and amortization - storage
real estate............................ (141,425) (131,118) (10,307) (131,118) (103,045) (28,073)
Equity in earnings - storage property
operations............................. 21,265 20,382 883 20,382 21,058 (676)
Equity in earnings - depreciation (storage) (7,153) (7,591) 438 (7,591) (6,581) (1,010)
------------ ------------ ------------ ------------ ------------ ------------
Total self-storage segment income..... 316,304 289,811 25,938 289,811 250,347 39,464
------------ ------------ ------------ ------------ ------------ ------------
Containerized storage
---------------------
Containerized storage..................... 116 (2,481) 2,597 (2,481) (24,042) 21,561
Depreciation.............................. (5,251) (4,915) (336) (4,915) (4,317) (598)
------------ ------------ ------------ ------------ ------------ ------------
Total containerized storage segment
loss................................. (5,135) (7,396) 2,261 (7,396) (28,359) 20,963
------------ ------------ ------------ ------------ ------------ ------------
Commercial properties
----------------------
Commercial properties..................... 7,515 5,378 2,137 5,378 15,161 (9,783)
Depreciation and amortization - commercial
properties............................. (2,291) (1,686) (605) (1,686) (4,437) 2,751
Equity in earnings - commercial property
operations............................. 42,562 35,623 6,939 35,623 23,301 12,322
Equity in earnings - depreciation
(commercial properties) ............... (14,672) (12,130) (2,542) (12,130) (7,303) (4,827)
------------ ------------ ------------ ------------ ------------ ------------
Total commercial property segment income 33,114 27,185 5,929 27,185 26,722 463
------------ ------------ ------------ ------------ ------------ ------------
Other items not allocated to segments
-------------------------------------
Equity in earnings - general and
administrative and other.............. (5,893) (4,101) (1,792) (4,101) (3,873) (228)
Interest and other income................. 18,422 16,700 1,722 16,700 18,614 (1,914)
Corporate general and administrative ..... (21,306) (12,491) (8,815) (12,491) (11,635) (856)
Interest expense.......................... (3,293) (7,971) 4,678 (7,971) (4,507) (3,464)
Minority interest in income .............. (38,356) (16,006) (22,350) (16,006) (20,290) 4,284
Gain on disposition of real estate ....... 3,786 2,154 1,632 2,154 - 2,154
------------ ------------ ------------ ------------ ------------ ------------
Total other items not allocated to segments (46,640) (21,715) (24,925) (21,715) (21,691) (24)
------------ ------------ ------------ ------------ ------------ ------------
Total consolidated company net income $297,088 $287,885 $9,203 $287,885 $227,019 $60,866
============ ============ ============ ============ ============ ============
12. Events subsequent to December 31, 2000 (Unaudited)
--------------------------------------------------
On January 19, 2001, we completed a public offering of 6,900,000
depositary shares ($25 stated value per depositary share) each representing
1/1,000 of a share of 8.600% Cumulative Preferred Stock, Series Q ("Series
Q Preferred Stock"). The Series Q Preferred Stock has general preference
rights over the Common Stock with respect to distributions and liquidation
proceeds. Except in certain conditions relating to the Company's
qualification as a REIT, the Series Q preferred stock is not redeemable
prior to January 19, 2006. After January 19, 2006, the Series Q preferred
stock will be redeemable at the option of the Company, in whole or in part,
at $25 per depository share, plus accrued and unpaid dividends.
F-26
On March 15, 2001, the Company's disinterested directors approved
the acquisition of PS Insurance Company ("PSIC"). PSIC is currently owned
by B. Wayne Hughes (Chairman) and members of his family. PSIC is engaged in
the business of reinusring risks relating to damage, destruction, or other
loss of goods stored by tenants in self-storage facilities owned and
operated by the Company. In the transaction the Company will acquire all of
the capital stock of PSIC from the Hughes family in exchange for 1,243,298
shares of the Company's Common Stock, subject to adjustment for changes in
PSIC's working capital. PISC owns 301,032 shares of the Company's Common
Stock, which would continue to be owned by PSIC after the transaction. The
transaction (1) is conditionted on, among other things, adoption of changes
to California's tax laws that would permit the Company to acquire PISC and
(2) is scheduled to close on December 31, 2001, although there can be no
assurance.
13. Recent Accounting Pronouncements and Guidance
---------------------------------------------
Accounting for Derivative Instruments and Hedging Activities
------------------------------------------------------------
In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133 ("SFAS 133"), "Accounting for Derivative Instruments and
Hedging Activities," as amended in June 2000 by Statement of Financial
Accounting Standards No. 138 ("SFAS 138"), "Accounting for Certain
Derivative Instruments and Certain Hedging Activities," which requires
companies to recognize all derivatives as either assets or liabilities in
the balance sheet and measure such instruments at fair value. As amended by
Statement of Financial Accounting Standards No. 137 ("SFAS 137"),
"Accounting for Derivative Instruments and Hedging Activities - Deferral of
the Effective Date of FASB Statement No. 133," the provisions of SFAS 133
will require adoption by the Company on January 1, 2001. The Company
adopted SFAS 133, as amended by SFAS 138, on January 1, 2001, and the
adoption had no material impact on the Company's consolidated financial
statements.
Emerging Issues Task Force Discussion of Capitalization of
------------------------------------------------------------------
Acquisition Costs
-----------------
In March 1998, The Emerging Issues Task Force ("EITF") of the
Financial Accounting Standards Board issued guidance (the "97-11 Guidance")
with respect to Issue No. 97-11, "Accounting for Internal Costs Relating to
Real Estate Property Acquisitions." The 97-11 Guidance provides that a
company shall expense internal preacquisition costs (such as costs of an
internal acquisitions department) related to the purchase of an operating
property. We do not capitalize such internal preacquisition costs with
respect to the acquisition of operating real estate facilities.
Accordingly, the 97-11 Guidance had no impact upon the consolidated
financial statements and would have had no impact upon financial statements
for periods prior to the issuance of the 97-11 Guidance.
14. Commitments and Contingencies
-----------------------------
Lease obligations
-----------------
As of December 31, 2000, we leased 28 containerized storage
facilities from third parties; in addition, certain trucks and related
equipment are leased. Total lease expense for the facilities and equipment,
comprised entirely of minimum lease payments, was approximately $10.7
million, $13.6 million, and $19.2 million for the years ended December 31,
2000, 1999, and 1998, respectively. Future minimum lease payments at
December 31, 2000 under these non-cancelable operating leases are as
follows (in thousands):
2001......................... $ 10,635
2002......................... 6,699
2003......................... 2,329
2004......................... 1,273
2005......................... 558
Thereafter................... 405
----------------
$ 21,899
================
F-27
16. Supplementary quarterly financial data (unaudited)
--------------------------------------------------
Three months ended
-------------------------------------------------------------
March 31, June 30, September 30, December 31,
2000 2000 2000 2000
----------- ----------- ----------- -----------
(in thousands, except per share data)
Revenues $ 176,595 $ 188,150 $ 195,966 $ 196,599
=========== =========== =========== ===========
Net income $ 72,561 $ 74,303 $ 75,652 $ 74,572
=========== =========== =========== ===========
Per Common Share (Note 2):
Net income - Basic $ 0.34 $ 0.35 $ 0.37 $ 0.35
=========== =========== =========== ===========
Net income - Diluted $ 0.34 $ 0.35 $ 0.37 $ 0.35
=========== =========== =========== ===========
Three months ended
-------------------------------------------------------------
March 31, June 30, September 30, December 31,
1999 1999 1999 1999
----------- ----------- ----------- -----------
(in thousands, except per share data)
Revenues $ 148,015 $ 172,237 $ 178,963 $ 177,519
=========== =========== =========== ===========
Net income $ 61,842 $ 73,651 $ 76,752 $ 75,640
=========== =========== =========== ===========
Per Common Share (Note 2):
Net income - Basic $ 0.34 $ 0.39 $ 0.41 $ 0.39
=========== =========== =========== ===========
Net income - Diluted $ 0.34 $ 0.39 $ 0.40 $ 0.39
=========== =========== =========== ===========
F-28
PUBLIC STORAGE, INC.
SCHEDULE III - REAL ESTATE
AND ACCUMULATED DEPRECIATION
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
STORAGE FACILITIES
1/1/81 Newport News / Jefferson Avenue 673,000 108,000 1,071,000 503,000 -
1/1/81 Virginia Beach / Diamond Springs 749,000 186,000 1,094,000 577,000 -
8/1/81 San Jose / Snell - 312,000 1,815,000 335,000 -
10/1/81 Tampa / Lazy Lane - 282,000 1,899,000 583,000 -
6/1/82 San Jose / Tully 957,000 645,000 1,579,000 433,000 -
6/1/82 San Carlos / Storage 1,187,000 780,000 1,387,000 501,000 -
6/1/82 Mountain View 1,704,000 1,180,000 1,182,000 523,000 -
6/1/82 Cupertino / Storage 1,320,000 572,000 1,270,000 398,000 -
10/1/82 Sorrento Valley 1,184,000 1,002,000 1,343,000 240,000 -
10/1/82 Northwood 1,844,000 1,034,000 1,522,000 229,000 -
12/82 Port/Halsey - 357,000 1,150,000 (417,000) 326,000
12/82 Sacto/Folsom - 396,000 329,000 619,000 323,000
1/83 Platte - 409,000 953,000 314,000 428,000
1/83 Semoran - 442,000 1,882,000 216,000 720,000
1/83 Raleigh/Yonkers - 203,000 914,000 382,000 425,000
3/83 Blackwood - 213,000 1,559,000 242,000 595,000
4/83 Vailsgate - 103,000 990,000 421,000 505,000
5/83 Delta Drive - 67,000 481,000 195,000 241,000
6/83 Ventura - 658,000 1,734,000 185,000 583,000
8/83 Hobart - 215,000 1,491,000 550,000 838,000
9/83 Southington - 124,000 1,233,000 317,000 546,000
9/83 Southhampton - 331,000 1,738,000 626,000 806,000
9/83 Webster/Keystone - 449,000 1,688,000 725,000 813,000
9/83 Dover - 107,000 1,462,000 436,000 627,000
9/83 Newcastle - 227,000 2,163,000 405,000 817,000
9/83 Newark - 208,000 2,031,000 303,000 746,000
9/83 Langhorne - 263,000 3,549,000 441,000 1,445,000
9/83 Ft. Wayne/W. Coliseum - 160,000 1,395,000 216,000 535,000
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
STORAGE FACILITIES
1/1/81 Newport News / Jefferson Avenue 108,000 1,574,000 1,682,000 1,278,000
1/1/81 Virginia Beach / Diamond Springs 186,000 1,671,000 1,857,000 1,301,000
8/1/81 San Jose / Snell 312,000 2,150,000 2,462,000 1,710,000
10/1/81 Tampa / Lazy Lane 282,000 2,482,000 2,764,000 1,929,000
6/1/82 San Jose / Tully 645,000 2,012,000 2,657,000 1,500,000
6/1/82 San Carlos / Storage 780,000 1,888,000 2,668,000 1,436,000
6/1/82 Mountain View 1,180,000 1,705,000 2,885,000 1,328,000
6/1/82 Cupertino / Storage 572,000 1,668,000 2,240,000 1,230,000
10/1/82 Sorrento Valley 1,002,000 1,583,000 2,585,000 1,165,000
10/1/82 Northwood 1,034,000 1,751,000 2,785,000 1,271,000
12/82 Port/Halsey 357,000 1,059,000 1,416,000 552,000
12/82 Sacto/Folsom 396,000 1,271,000 1,667,000 713,000
1/83 Platte 409,000 1,695,000 2,104,000 892,000
1/83 Semoran 442,000 2,818,000 3,260,000 1,536,000
1/83 Raleigh/Yonkers 203,000 1,721,000 1,924,000 988,000
3/83 Blackwood 213,000 2,396,000 2,609,000 1,271,000
4/83 Vailsgate 103,000 1,916,000 2,019,000 1,007,000
5/83 Delta Drive 68,000 916,000 984,000 480,000
6/83 Ventura 658,000 2,502,000 3,160,000 1,326,000
8/83 Hobart 215,000 2,879,000 3,094,000 1,439,000
9/83 Southington 123,000 2,097,000 2,220,000 1,065,000
9/83 Southhampton 331,000 3,170,000 3,501,000 1,693,000
9/83 Webster/Keystone 449,000 3,226,000 3,675,000 1,765,000
9/83 Dover 107,000 2,525,000 2,632,000 1,303,000
9/83 Newcastle 227,000 3,385,000 3,612,000 1,787,000
9/83 Newark 208,000 3,080,000 3,288,000 1,595,000
9/83 Langhorne 263,000 5,435,000 5,698,000 2,815,000
9/83 Ft. Wayne/W. Coliseum 160,000 2,146,000 2,306,000 1,082,000
F-29
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
9/83 Ft. Wayne/Bluffton - 88,000 675,000 162,000 285,000
10/83 Orlando J. Y. Parkway - 383,000 1,512,000 335,000 622,000
11/83 Aurora - 505,000 758,000 264,000 341,000
11/83 Campbell - 1,379,000 1,849,000 (579,000) 474,000
11/83 Col Springs/Ed (Coulter) - 471,000 1,640,000 113,000 554,000
11/83 Col Springs/Mv (Coulter) - 320,000 1,036,000 177,000 441,000
11/83 Thorton (Coulter) - 418,000 1,400,000 83,000 536,000
11/83 Oklahoma City (Coulter) - 454,000 1,030,000 739,000 620,000
11/83 Tucson (Coulter) - 343,000 778,000 571,000 420,000
11/83 Webster/Nasa - 1,570,000 2,457,000 1,197,000 1,372,000
12/83 Charlotte - 165,000 1,274,000 370,000 442,000
12/83 Greensboro/Market - 214,000 1,653,000 533,000 794,000
12/83 Greensboro/Electra - 112,000 869,000 316,000 382,000
12/83 Columbia - 171,000 1,318,000 473,000 492,000
12/83 Richmond - 176,000 1,360,000 345,000 468,000
12/83 Augusta - 97,000 747,000 289,000 324,000
12/83 Tacoma - 553,000 1,173,000 371,000 487,000
1/84 Fremont/Albrae - 636,000 1,659,000 454,000 532,000
1/84 Belton - 175,000 858,000 533,000 378,000
1/84 Gladstone - 275,000 1,799,000 430,000 640,000
1/84 Hickman/112 - 257,000 1,848,000 440,000 618,000
1/84 Holmes - 289,000 1,333,000 344,000 455,000
1/84 Independence - 221,000 1,848,000 331,000 609,000
1/84 Merriam - 255,000 1,469,000 361,000 480,000
1/84 Olathe - 107,000 992,000 285,000 361,000
1/84 Shawnee - 205,000 1,420,000 411,000 502,000
1/84 Topeka - 75,000 1,049,000 231,000 356,000
2/84 Unicorn/Nkoxville - 662,000 1,887,000 498,000 692,000
2/84 Central/Knoxville - 449,000 1,281,000 361,000 455,000
3/84 Marrietta/Cobb - 73,000 542,000 272,000 259,000
3/84 Manassas - 320,000 1,556,000 354,000 553,000
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
9/83 Ft. Wayne/Bluffton 88,000 1,122,000 1,210,000 583,000
10/83 Orlando J. Y. Parkway 383,000 2,469,000 2,852,000 1,294,000
11/83 Aurora 505,000 1,363,000 1,868,000 718,000
11/83 Campbell 1,379,000 1,744,000 3,123,000 888,000
11/83 Col Springs/Ed (Coulter) 471,000 2,307,000 2,778,000 1,259,000
11/83 Col Springs/Mv (Coulter) 320,000 1,654,000 1,974,000 887,000
11/83 Thorton (Coulter) 418,000 2,019,000 2,437,000 1,086,000
11/83 Oklahoma City (Coulter) 454,000 2,389,000 2,843,000 1,261,000
11/83 Tucson (Coulter) 343,000 1,769,000 2,112,000 901,000
11/83 Webster/Nasa 1,571,000 5,025,000 6,596,000 2,669,000
12/83 Charlotte 165,000 2,086,000 2,251,000 1,168,000
12/83 Greensboro/Market 214,000 2,980,000 3,194,000 1,640,000
12/83 Greensboro/Electra 112,000 1,567,000 1,679,000 846,000
12/83 Columbia 171,000 2,283,000 2,454,000 1,293,000
12/83 Richmond 176,000 2,173,000 2,349,000 1,206,000
12/83 Augusta 97,000 1,360,000 1,457,000 743,000
12/83 Tacoma 553,000 2,031,000 2,584,000 1,133,000
1/84 Fremont/Albrae 636,000 2,645,000 3,281,000 1,524,000
1/84 Belton 175,000 1,769,000 1,944,000 987,000
1/84 Gladstone 275,000 2,869,000 3,144,000 1,569,000
1/84 Hickman/112 257,000 2,906,000 3,163,000 1,612,000
1/84 Holmes 289,000 2,132,000 2,421,000 1,140,000
1/84 Independence 221,000 2,788,000 3,009,000 1,533,000
1/84 Merriam 255,000 2,310,000 2,565,000 1,280,000
1/84 Olathe 107,000 1,638,000 1,745,000 911,000
1/84 Shawnee 205,000 2,333,000 2,538,000 1,269,000
1/84 Topeka 75,000 1,636,000 1,711,000 894,000
2/84 Unicorn/Nkoxville 662,000 3,077,000 3,739,000 1,703,000
2/84 Central/Knoxville 449,000 2,097,000 2,546,000 1,119,000
3/84 Marrietta/Cobb 73,000 1,073,000 1,146,000 579,000
3/84 Manassas 320,000 2,463,000 2,783,000 1,354,000
F-30
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
3/84 Pico Rivera - 743,000 807,000 328,000 321,000
4/84 Providence - 92,000 1,087,000 338,000 423,000
4/84 Milwaukie/Oregon - 289,000 584,000 238,000 311,000
5/84 Raleigh/Departure - 302,000 2,484,000 471,000 788,000
5/84 Virginia Beach - 509,000 2,121,000 660,000 776,000
5/84 Philadelphia/Grant - 1,041,000 3,262,000 441,000 971,000
5/84 Garland - 356,000 844,000 217,000 360,000
6/84 Lorton - 435,000 2,040,000 509,000 682,000
6/84 Baltimore - 382,000 1,793,000 638,000 634,000
6/84 Laurel - 501,000 2,349,000 637,000 824,000
6/84 Delran - 279,000 1,472,000 266,000 573,000
6/84 Orange Blossom - 226,000 924,000 200,000 398,000
6/84 Safe Place (Cincinnati) - 402,000 1,573,000 509,000 672,000
6/84 Safe Place (Florence) - 185,000 740,000 364,000 376,000
7/84 Trevose/Old Lincoln - 421,000 1,749,000 373,000 582,000
8/84 Medley - 584,000 1,016,000 329,000 464,000
8/84 Oklahoma City - 340,000 1,310,000 441,000 652,000
8/84 Newport News - 356,000 2,395,000 595,000 1,013,000
8/84 Kaplan (Irving) - 677,000 1,592,000 338,000 639,000
8/84 Kaplan (Walnut Hill) - 971,000 2,359,000 708,000 1,041,000
9/84 Cockrell Hill - 380,000 913,000 1,038,000 675,000
11/84 Omaha - 109,000 806,000 418,000 399,000
11/84 Hialeah - 886,000 1,784,000 266,000 672,000
12/84 Austin (Ben White) - 325,000 474,000 187,000 (274,000)
12/84 Austin (Lamar) - 643,000 947,000 358,000 443,000
12/84 Pompano - 399,000 1,386,000 584,000 698,000
12/84 Fort Worth - 122,000 928,000 13,000 303,000
12/84 Montgomeryville - 215,000 2,085,000 298,000 776,000
1/85 Cranston - 175,000 722,000 288,000 267,000
1/85 Bossier City - 184,000 1,542,000 360,000 656,000
2/85 Simi Valley - 737,000 1,389,000 313,000 520,000
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
3/84 Pico Rivera 743,000 1,456,000 2,199,000 840,000
4/84 Providence 92,000 1,848,000 1,940,000 1,030,000
4/84 Milwaukie/Oregon 289,000 1,133,000 1,422,000 619,000
5/84 Raleigh/Departure 302,000 3,743,000 4,045,000 2,059,000
5/84 Virginia Beach 499,000 3,567,000 4,066,000 1,913,000
5/84 Philadelphia/Grant 1,040,000 4,675,000 5,715,000 2,611,000
5/84 Garland 356,000 1,421,000 1,777,000 730,000
6/84 Lorton 435,000 3,231,000 3,666,000 1,785,000
6/84 Baltimore 382,000 3,065,000 3,447,000 1,654,000
6/84 Laurel 501,000 3,810,000 4,311,000 2,115,000
6/84 Delran 279,000 2,311,000 2,590,000 1,201,000
6/84 Orange Blossom 226,000 1,522,000 1,748,000 789,000
6/84 Safe Place (Cincinnati) 402,000 2,754,000 3,156,000 1,436,000
6/84 Safe Place (Florence) 185,000 1,480,000 1,665,000 773,000
7/84 Trevose/Old Lincoln 421,000 2,704,000 3,125,000 1,481,000
8/84 Medley 584,000 1,809,000 2,393,000 943,000
8/84 Oklahoma City 340,000 2,403,000 2,743,000 1,216,000
8/84 Newport News 356,000 4,003,000 4,359,000 2,072,000
8/84 Kaplan (Irving) 677,000 2,569,000 3,246,000 1,345,000
8/84 Kaplan (Walnut Hill) 971,000 4,108,000 5,079,000 2,099,000
9/84 Cockrell Hill 380,000 2,626,000 3,006,000 1,393,000
11/84 Omaha 109,000 1,623,000 1,732,000 879,000
11/84 Hialeah 886,000 2,722,000 3,608,000 1,419,000
12/84 Austin (Ben White) 211,000 501,000 712,000 246,000
12/84 Austin (Lamar) 643,000 1,748,000 2,391,000 888,000
12/84 Pompano 399,000 2,668,000 3,067,000 1,313,000
12/84 Fort Worth 122,000 1,244,000 1,366,000 650,000
12/84 Montgomeryville 215,000 3,159,000 3,374,000 1,597,000
1/85 Cranston 175,000 1,277,000 1,452,000 695,000
1/85 Bossier City 184,000 2,558,000 2,742,000 1,268,000
2/85 Simi Valley 737,000 2,222,000 2,959,000 1,122,000
F-31
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
2/85 Hurst - 231,000 1,220,000 222,000 480,000
3/85 Chattanooga - 202,000 1,573,000 353,000 683,000
3/85 Portland - 285,000 941,000 219,000 438,000
3/85 Fern Park - 144,000 1,107,000 204,000 432,000
3/85 Fairfield - 338,000 1,187,000 372,000 527,000
3/1/85 Houston / Westheimer 571,000 850,000 1,179,000 691,000 -
4/85 Laguna Hills - 1,224,000 3,303,000 401,000 1,213,000
4/85 Austin/ S. First - 778,000 1,282,000 308,000 168,000
4/85 Cincinnati/ E. Kemper - 232,000 1,573,000 231,000 220,000
4/85 Cincinnati/ Colerain - 253,000 1,717,000 283,000 224,000
4/85 Florence/ Tanner Lane - 218,000 1,477,000 297,000 207,000
5/85 Longwood - 355,000 1,645,000 256,000 669,000
5/85 Columbus (Busch Blvd.) - 202,000 1,559,000 287,000 592,000
5/85 Columbus (Kinnear Rd.) - 241,000 1,865,000 301,000 771,000
5/85 Worthington - 221,000 1,824,000 283,000 709,000
5/85 Arlington - 201,000 1,497,000 345,000 618,000
5/85 Tacoma/ Phillips Rd. - 396,000 1,204,000 233,000 165,000
5/85 Milwaukie/ Mcloughlin II - 458,000 742,000 320,000 207,000
5/85 Manchester/ S. Willow II - 371,000 2,129,000 (196,000) 197,000
6/85 Grove City/ Marlane Drive - 150,000 1,157,000 276,000 471,000
6/85 Reynoldsburg - 204,000 1,568,000 302,000 598,000
6/85 N. Hollywood/ Raymer - 967,000 848,000 244,000 144,000
7/85 Columbus (Morse Rd.) - 195,000 1,510,000 299,000 670,000
7/85 Columbus (Kenney Rd.) - 199,000 1,531,000 339,000 598,000
7/85 Westerville - 199,000 1,517,000 353,000 620,000
7/85 Springfield - 90,000 699,000 226,000 332,000
7/85 Dayton (Needmore Road) - 144,000 1,108,000 308,000 460,000
7/85 Dayton (Executive Blvd.) - 160,000 1,207,000 329,000 569,000
7/85 Lilburn - 331,000 969,000 204,000 424,000
7/85 San Diego/ Kearny Mesa Rd - 783,000 1,750,000 310,000 266,000
7/85 Scottsdale/ 70th St - 632,000 1,368,000 226,000 168,000
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
2/85 Hurst 231,000 1,922,000 2,153,000 960,000
3/85 Chattanooga 202,000 2,609,000 2,811,000 1,293,000
3/85 Portland 285,000 1,598,000 1,883,000 795,000
3/85 Fern Park 144,000 1,743,000 1,887,000 876,000
3/85 Fairfield 338,000 2,086,000 2,424,000 1,026,000
3/1/85 Houston / Westheimer 850,000 1,870,000 2,720,000 1,194,000
4/85 Laguna Hills 1,224,000 4,917,000 6,141,000 2,482,000
4/85 Austin/ S. First 778,000 1,758,000 2,536,000 1,028,000
4/85 Cincinnati/ E. Kemper 232,000 2,024,000 2,256,000 1,201,000
4/85 Cincinnati/ Colerain 253,000 2,224,000 2,477,000 1,318,000
4/85 Florence/ Tanner Lane 218,000 1,981,000 2,199,000 1,171,000
5/85 Longwood 355,000 2,570,000 2,925,000 1,275,000
5/85 Columbus (Busch Blvd.) 202,000 2,438,000 2,640,000 1,190,000
5/85 Columbus (Kinnear Rd.) 241,000 2,937,000 3,178,000 1,401,000
5/85 Worthington 221,000 2,816,000 3,037,000 1,364,000
5/85 Arlington 201,000 2,460,000 2,661,000 1,192,000
5/85 Tacoma/ Phillips Rd. 396,000 1,602,000 1,998,000 929,000
5/85 Milwaukie/ Mcloughlin II 458,000 1,269,000 1,727,000 726,000
5/85 Manchester/ S. Willow II 371,000 2,130,000 2,501,000 1,266,000
6/85 Grove City/ Marlane Drive 150,000 1,904,000 2,054,000 937,000
6/85 Reynoldsburg 204,000 2,468,000 2,672,000 1,199,000
6/85 N. Hollywood/ Raymer 967,000 1,236,000 2,203,000 744,000
7/85 Columbus (Morse Rd.) 195,000 2,479,000 2,674,000 1,166,000
7/85 Columbus (Kenney Rd.) 199,000 2,468,000 2,667,000 1,193,000
7/85 Westerville 199,000 2,490,000 2,689,000 1,216,000
7/85 Springfield 90,000 1,257,000 1,347,000 611,000
7/85 Dayton (Needmore Road) 144,000 1,876,000 2,020,000 929,000
7/85 Dayton (Executive Blvd.) 159,000 2,106,000 2,265,000 1,047,000
7/85 Lilburn 330,000 1,598,000 1,928,000 761,000
7/85 San Diego/ Kearny Mesa Rd 783,000 2,326,000 3,109,000 1,390,000
7/85 Scottsdale/ 70th St 632,000 1,762,000 2,394,000 1,031,000
F-32
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
7/85 Concord/ Hwy 29 - 150,000 750,000 315,000 185,000
9/85 Madison/ Copps Ave. - 450,000 1,150,000 384,000 151,000
9/85 Columbus/ Sinclair - 307,000 893,000 244,000 105,000
9/85 Philadelphia/ Tacony St - 118,000 1,782,000 260,000 187,000
10/85 N. Hollywood/ Whitsett (A) - 1,524,000 2,576,000 347,000 335,000
10/85 Portland/ SE 82nd St - 354,000 496,000 284,000 94,000
10/85 Perrysburg/ Helen Dr. - 110,000 1,590,000 (90,000) 138,000
10/85 Columbus/ Ambleside - 124,000 1,526,000 (86,000) 133,000
10/85 Indianapolis/ Pike Place - 229,000 1,531,000 214,000 215,000
10/85 Indianapolis/ Beach Grove - 198,000 1,342,000 217,000 176,000
10/85 Hartford/ Roberts - 219,000 1,481,000 316,000 318,000
10/85 Wichita/ S. Rock Rd. - 501,000 1,478,000 102,000 133,000
10/85 Wichita/ E. Harry - 313,000 1,050,000 53,000 101,000
10/85 Wichita/ S. Woodlawn - 263,000 905,000 10,000 84,000
10/85 Wichita/ E. Kellogg - 185,000 658,000 (61,000) 55,000
10/85 Wichita/ S. Tyler - 294,000 1,004,000 53,000 152,000
10/85 Wichita/ W. Maple - 234,000 805,000 (72,000) 67,000
10/85 Wichita/ Carey Lane - 192,000 674,000 (7,000) 61,000
10/85 Wichita/ E. Macarthur - 220,000 775,000 (132,000) 92,000
10/85 Joplin/ S. Range Line - 264,000 904,000 48,000 87,000
10/85 San Antonio/ Wetmore Rd. - 306,000 1,079,000 392,000 73,000
10/85 San Antonio/ Callaghan - 288,000 1,016,000 330,000 51,000
10/85 San Antonio/ Zarzamora - 364,000 1,281,000 405,000 44,000
10/85 San Antonio/ Hackberry - 388,000 1,367,000 359,000 49,000
10/85 San Antonio/ Fredericksburg - 287,000 1,009,000 353,000 64,000
10/85 Dallas/ S. Westmoreland - 474,000 1,670,000 155,000 103,000
10/85 Dallas/ Alvin St. - 359,000 1,266,000 153,000 73,000
10/85 Fort Worth/ W. Beach St. - 356,000 1,252,000 152,000 49,000
10/85 Fort Worth/ E. Seminary - 382,000 1,346,000 174,000 42,000
10/85 Fort Worth/ Cockrell St. - 323,000 1,136,000 158,000 72,000
11/85 Everett/ Evergreen - 706,000 2,294,000 442,000 109,000
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
7/85 Concord/ Hwy 29 150,000 1,250,000 1,400,000 725,000
9/85 Madison/ Copps Ave. 450,000 1,685,000 2,135,000 967,000
9/85 Columbus/ Sinclair 307,000 1,242,000 1,549,000 709,000
9/85 Philadelphia/ Tacony St 118,000 2,229,000 2,347,000 1,268,000
10/85 N. Hollywood/ Whitsett (A) 1,524,000 3,258,000 4,782,000 1,871,000
10/85 Portland/ SE 82nd St 354,000 874,000 1,228,000 535,000
10/85 Perrysburg/ Helen Dr. 110,000 1,638,000 1,748,000 944,000
10/85 Columbus/ Ambleside 124,000 1,573,000 1,697,000 880,000
10/85 Indianapolis/ Pike Place 229,000 1,960,000 2,189,000 1,119,000
10/85 Indianapolis/ Beach Grove 198,000 1,735,000 1,933,000 988,000
10/85 Hartford/ Roberts 219,000 2,115,000 2,334,000 1,174,000
10/85 Wichita/ S. Rock Rd. 642,000 1,572,000 2,214,000 892,000
10/85 Wichita/ E. Harry 313,000 1,204,000 1,517,000 719,000
10/85 Wichita/ S. Woodlawn 263,000 999,000 1,262,000 604,000
10/85 Wichita/ E. Kellogg 185,000 652,000 837,000 391,000
10/85 Wichita/ S. Tyler 294,000 1,209,000 1,503,000 779,000
10/85 Wichita/ W. Maple 234,000 800,000 1,034,000 448,000
10/85 Wichita/ Carey Lane 192,000 728,000 920,000 408,000
10/85 Wichita/ E. Macarthur 220,000 735,000 955,000 424,000
10/85 Joplin/ S. Range Line 264,000 1,039,000 1,303,000 634,000
10/85 San Antonio/ Wetmore Rd. 306,000 1,544,000 1,850,000 946,000
10/85 San Antonio/ Callaghan 288,000 1,397,000 1,685,000 875,000
10/85 San Antonio/ Zarzamora 364,000 1,730,000 2,094,000 1,060,000
10/85 San Antonio/ Hackberry 388,000 1,775,000 2,163,000 1,093,000
10/85 San Antonio/ Fredericksburg 287,000 1,426,000 1,713,000 906,000
10/85 Dallas/ S. Westmoreland 474,000 1,928,000 2,402,000 1,188,000
10/85 Dallas/ Alvin St. 359,000 1,492,000 1,851,000 925,000
10/85 Fort Worth/ W. Beach St. 356,000 1,453,000 1,809,000 907,000
10/85 Fort Worth/ E. Seminary 382,000 1,562,000 1,944,000 980,000
10/85 Fort Worth/ Cockrell St. 323,000 1,366,000 1,689,000 845,000
11/85 Everett/ Evergreen 706,000 2,845,000 3,551,000 1,850,000
F-33
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
11/85 Seattle/ Empire Way - 1,652,000 5,348,000 577,000 205,000
12/85 Milpitas - 1,623,000 1,577,000 235,000 276,000
12/85 Pleasanton/ Santa Rita (A) - 1,226,000 2,078,000 287,000 327,000
12/85 Amherst/ Niagra Falls - 132,000 701,000 209,000 70,000
12/85 West Sams Blvd. - 164,000 1,159,000 (293,000) 69,000
12/85 MacArthur Rd. - 204,000 1,628,000 144,000 40,000
12/85 Brockton/ Main - 153,000 2,020,000 (256,000) 69,000
12/85 Eatontown/ Hwy 35 - 308,000 4,067,000 416,000 146,000
12/85 Denver/ Leetsdale - 603,000 847,000 188,000 39,000
1/86 Mapleshade/ Rudderow - 362,000 1,811,000 228,000 100,000
1/86 Bordentown/ Groveville - 196,000 981,000 131,000 76,000
1/86 Sun Valley/ Sheldon - 544,000 1,836,000 328,000 66,000
1/86 Las Vegas/ Highland - 432,000 848,000 218,000 44,000
2/86 Costa Mesa/ Pomona - 1,405,000 1,520,000 328,000 64,000
2/86 Brea/ Imperial Hwy - 1,069,000 2,165,000 333,000 107,000
2/86 Skokie/ McCormick - 638,000 1,912,000 226,000 58,000
2/86 Colorado Springs/ Sinton - 535,000 1,115,000 176,000 111,000
2/86 Oklahoma City/ Penn - 146,000 829,000 141,000 66,000
2/86 Oklahoma City/ 39th Expressway - 238,000 812,000 280,000 80,000
3/86 Jacksonville/ Wiley - 140,000 510,000 226,000 54,000
3/86 St. Louis/ Forder - 517,000 1,133,000 252,000 46,000
3/3/86 Tampa / 56th 508,000 450,000 1,360,000 391,000 -
4/86 Reno/ Telegraph - 649,000 1,051,000 435,000 131,000
4/86 St. Louis/Kirkham - 199,000 1,001,000 194,000 8,000
4/86 St. Louis/Reavis - 192,000 958,000 197,000 10,000
4/86 Fort Worth/East Loop - 196,000 804,000 213,000 24,000
5/86 Westlake Village - 1,205,000 995,000 211,000 24,000
5/86 Sacramento/Franklin Blvd. - 872,000 978,000 462,000 (57,000)
6/86 Richland Hills - 543,000 857,000 421,000 (6,000)
6/86 West Valley/So. 3600 - 208,000 1,552,000 366,000 (166,000)
7/86 Colorado Springs/ Hollow Tree - 574,000 726,000 231,000 69,000
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
11/85 Seattle/ Empire Way 1,652,000 6,130,000 7,782,000 3,832,000
12/85 Milpitas 1,623,000 2,088,000 3,711,000 1,205,000
12/85 Pleasanton/ Santa Rita (A) 1,226,000 2,692,000 3,918,000 1,531,000
12/85 Amherst/ Niagra Falls 132,000 980,000 1,112,000 629,000
12/85 West Sams Blvd. 164,000 935,000 1,099,000 593,000
12/85 MacArthur Rd. 204,000 1,812,000 2,016,000 1,130,000
12/85 Brockton/ Main 153,000 1,833,000 1,986,000 1,148,000
12/85 Eatontown/ Hwy 35 308,000 4,629,000 4,937,000 2,863,000
12/85 Denver/ Leetsdale 603,000 1,074,000 1,677,000 675,000
1/86 Mapleshade/ Rudderow 362,000 2,139,000 2,501,000 1,301,000
1/86 Bordentown/ Groveville 196,000 1,188,000 1,384,000 715,000
1/86 Sun Valley/ Sheldon 544,000 2,230,000 2,774,000 1,392,000
1/86 Las Vegas/ Highland 432,000 1,110,000 1,542,000 695,000
2/86 Costa Mesa/ Pomona 1,405,000 1,912,000 3,317,000 1,194,000
2/86 Brea/ Imperial Hwy 1,069,000 2,605,000 3,674,000 1,611,000
2/86 Skokie/ McCormick 638,000 2,196,000 2,834,000 1,336,000
2/86 Colorado Springs/ Sinton 535,000 1,402,000 1,937,000 829,000
2/86 Oklahoma City/ Penn 146,000 1,036,000 1,182,000 625,000
2/86 Oklahoma City/ 39th Expressway 238,000 1,172,000 1,410,000 720,000
3/86 Jacksonville/ Wiley 140,000 790,000 930,000 486,000
3/86 St. Louis/ Forder 517,000 1,431,000 1,948,000 877,000
3/3/86 Tampa / 56th 450,000 1,751,000 2,201,000 1,076,000
4/86 Reno/ Telegraph 649,000 1,617,000 2,266,000 1,011,000
4/86 St. Louis/Kirkham 199,000 1,203,000 1,402,000 758,000
4/86 St. Louis/Reavis 192,000 1,165,000 1,357,000 737,000
4/86 Fort Worth/East Loop 196,000 1,041,000 1,237,000 648,000
5/86 Westlake Village 1,205,000 1,230,000 2,435,000 764,000
5/86 Sacramento/Franklin Blvd. 872,000 1,383,000 2,255,000 912,000
6/86 Richland Hills 543,000 1,272,000 1,815,000 844,000
6/86 West Valley/So. 3600 208,000 1,752,000 1,960,000 1,118,000
7/86 Colorado Springs/ Hollow Tree 574,000 1,026,000 1,600,000 606,000
F-34
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
7/86 West LA/Purdue Ave. - 2,415,000 3,585,000 244,000 (5,000)
7/86 Capital Heights/Central Ave. - 649,000 3,851,000 283,000 (53,000)
7/86 Pontiac/Dixie Hwy. - 259,000 2,091,000 41,000 33,000
7/86 Portland/Moody - 663,000 1,637,000 (47,000) 538,000
8/86 Laurel/Ft. Meade Rd. - 475,000 1,475,000 205,000 51,000
8/86 Hammond/Calumet - 97,000 751,000 468,000 366,000
9/86 Kansas City/S. 44th. - 509,000 1,906,000 458,000 (34,000)
9/86 Lakewood/W. 6th Ave. - 1,070,000 3,155,000 482,000 1,027,000
10/86 Peralta/Fremont - 851,000 1,074,000 273,000 13,000
10/86 Birmingham/Highland - 89,000 786,000 208,000 71,000
10/86 Birmingham/Riverchase - 262,000 1,338,000 358,000 63,000
10/86 Birmingham/Eastwood - 166,000 1,184,000 212,000 121,000
10/86 Birmingham/Forestdale - 152,000 948,000 153,000 113,000
10/86 Birmingham/Centerpoint - 265,000 1,305,000 235,000 6,000
10/86 Birmingham/Roebuck Plaza - 101,000 399,000 243,000 212,000
10/86 Birmingham/Greensprings - 347,000 1,173,000 290,000 (234,000)
10/86 Birmingham/Hoover-Lorna - 372,000 1,128,000 325,000 (65,000)
10/86 Midfield/Bessemer - 170,000 355,000 272,000 (101,000)
10/86 Huntsville/Leeman Ferry Rd. - 158,000 992,000 234,000 123,000
10/86 Huntsville/Drake - 253,000 1,172,000 225,000 55,000
10/86 Anniston/Whiteside - 59,000 566,000 172,000 77,000
10/86 Houston/Glenvista - 595,000 1,043,000 493,000 (31,000)
10/86 Houston/I-45 - 704,000 1,146,000 730,000 (9,000)
10/86 Houston/Rogerdale - 1,631,000 2,792,000 457,000 110,000
10/86 Houston/Gessner - 1,032,000 1,693,000 838,000 (71,000)
10/86 Houston/Richmond-Fairdale - 1,502,000 2,506,000 866,000 16,000
10/86 Houston/Gulfton - 1,732,000 3,036,000 861,000 73,000
10/86 Houston/Westpark - 503,000 854,000 146,000 74,000
10/86 Jonesboro - 157,000 718,000 189,000 51,000
10/86 Pilgrim/Houston/Loop 610 - 1,299,000 3,491,000 992,000 1,366,000
10/86 Pilgrim/Houston/S.W. Freeway - 904,000 2,319,000 662,000 920,000
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
7/86 West LA/Purdue Ave. 2,416,000 3,823,000 6,239,000 2,372,000
7/86 Capital Heights/Central Ave. 649,000 4,081,000 4,730,000 2,555,000
7/86 Pontiac/Dixie Hwy. 259,000 2,165,000 2,424,000 1,328,000
7/86 Portland/Moody 663,000 2,128,000 2,791,000 942,000
8/86 Laurel/Ft. Meade Rd. 475,000 1,731,000 2,206,000 1,061,000
8/86 Hammond/Calumet 97,000 1,585,000 1,682,000 720,000
9/86 Kansas City/S. 44th. 509,000 2,330,000 2,839,000 1,494,000
9/86 Lakewood/W. 6th Ave. 1,070,000 4,664,000 5,734,000 2,267,000
10/86 Peralta/Fremont 851,000 1,360,000 2,211,000 835,000
10/86 Birmingham/Highland 150,000 1,004,000 1,154,000 640,000
10/86 Birmingham/Riverchase 278,000 1,743,000 2,021,000 1,128,000
10/86 Birmingham/Eastwood 232,000 1,451,000 1,683,000 896,000
10/86 Birmingham/Forestdale 190,000 1,176,000 1,366,000 721,000
10/86 Birmingham/Centerpoint 273,000 1,538,000 1,811,000 953,000
10/86 Birmingham/Roebuck Plaza 340,000 615,000 955,000 409,000
10/86 Birmingham/Greensprings 16,000 1,560,000 1,576,000 938,000
10/86 Birmingham/Hoover-Lorna 266,000 1,494,000 1,760,000 900,000
10/86 Midfield/Bessemer 95,000 601,000 696,000 381,000
10/86 Huntsville/Leeman Ferry Rd. 198,000 1,309,000 1,507,000 831,000
10/86 Huntsville/Drake 248,000 1,457,000 1,705,000 871,000
10/86 Anniston/Whiteside 107,000 767,000 874,000 487,000
10/86 Houston/Glenvista 595,000 1,505,000 2,100,000 987,000
10/86 Houston/I-45 704,000 1,867,000 2,571,000 1,321,000
10/86 Houston/Rogerdale 1,631,000 3,359,000 4,990,000 2,047,000
10/86 Houston/Gessner 1,032,000 2,460,000 3,492,000 1,633,000
10/86 Houston/Richmond-Fairdale 1,502,000 3,388,000 4,890,000 2,266,000
10/86 Houston/Gulfton 1,732,000 3,970,000 5,702,000 2,651,000
10/86 Houston/Westpark 503,000 1,074,000 1,577,000 650,000
10/86 Jonesboro 157,000 958,000 1,115,000 603,000
10/86 Pilgrim/Houston/Loop 610 1,299,000 5,849,000 7,148,000 2,845,000
10/86 Pilgrim/Houston/S.W. Freeway 904,000 3,901,000 4,805,000 1,825,000
F-35
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
10/86 Pilgrim/Houston/FM 1960 - 719,000 1,987,000 (10,000) 609,000
10/86 Pilgrim/Houston/Old Katy Rd. - 1,365,000 3,431,000 929,000 1,274,000
10/86 Pilgrim/Houston/Long Point - 451,000 1,187,000 553,000 563,000
10/86 Austin/Red Rooster - 1,390,000 1,710,000 436,000 672,000
11/86 Arleta/Osborne St. - 987,000 663,000 242,000 290,000
12/86 Lynnwood/196th SW - 1,063,000 1,602,000 303,000 571,000
12/86 Auburn/Auburn Way North - 606,000 1,144,000 317,000 533,000
12/86 Gresham/Burnside - 351,000 1,056,000 366,000 482,000
12/86 Denver/Sheridan Rd. - 1,033,000 2,792,000 571,000 1,007,000
12/86 Marietta/Cobb Pkwy. - 536,000 2,764,000 639,000 1,016,000
12/86 Hillsboro/Tualatin Hwy. - 461,000 574,000 231,000 414,000
12/86 San Antonio/Sunst Rd. - 1,206,000 1,594,000 504,000 649,000
12/31/86 Monrovia / Myrtle Avenue 1,351,000 1,149,000 2,446,000 170,000 -
12/31/86 Chatsworth / Topanga 886,000 1,447,000 1,243,000 229,000 -
12/31/86 Houston / Larkwood 309,000 247,000 602,000 340,000 -
12/31/86 Northridge 2,123,000 3,624,000 1,922,000 3,462,000 -
12/31/86 Santa Clara / Duane 805,000 1,950,000 1,004,000 333,000 -
12/31/86 Oyster Point - 1,569,000 1,490,000 341,000 -
12/31/86 Walnut - 767,000 613,000 3,578,000 -
3/87 Annandale/Ravensworth - 679,000 1,621,000 205,000 596,000
4/87 City of Industry/Amar Rd. - 748,000 2,052,000 364,000 702,000
5/87 OK City/Hefner - 459,000 941,000 224,000 417,000
7/87 Oakbrook Terrace - 912,000 2,688,000 (126,000) 399,000
8/87 San Antonio/Austin Hwy. - 400,000 850,000 (98,000) 164,000
10/87 Plantation/S. State Rd. - 924,000 1,801,000 (303,000) 298,000
10/87 Rockville/Fredrick Rd. - 1,695,000 3,305,000 (384,000) 519,000
2/88 Anaheim/Lakeview - 995,000 1,505,000 (55,000) 256,000
6/7/88 Mesquite / Sorrento Drive - 928,000 1,011,000 706,000 -
7/88 Fort Wayne - 101,000 1,524,000 49,000 145,000
1/1/92 Costa Mesa - 533,000 980,000 620,000 -
3/1/92 Dallas / Walnut St. - 537,000 1,008,000 247,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
10/86 Pilgrim/Houston/FM 1960 661,000 2,644,000 3,305,000 1,306,000
10/86 Pilgrim/Houston/Old Katy Rd. 1,365,000 5,634,000 6,999,000 2,798,000
10/86 Pilgrim/Houston/Long Point 451,000 2,303,000 2,754,000 1,150,000
10/86 Austin/Red Rooster 1,390,000 2,818,000 4,208,000 1,323,000
11/86 Arleta/Osborne St. 987,000 1,195,000 2,182,000 565,000
12/86 Lynnwood/196th SW 1,063,000 2,476,000 3,539,000 1,158,000
12/86 Auburn/Auburn Way North 606,000 1,994,000 2,600,000 975,000
12/86 Gresham/Burnside 351,000 1,904,000 2,255,000 868,000
12/86 Denver/Sheridan Rd. 1,033,000 4,370,000 5,403,000 2,100,000
12/86 Marietta/Cobb Pkwy. 536,000 4,419,000 4,955,000 2,032,000
12/86 Hillsboro/Tualatin Hwy. 461,000 1,219,000 1,680,000 611,000
12/86 San Antonio/Sunst Rd. 1,207,000 2,746,000 3,953,000 1,252,000
12/31/86 Monrovia / Myrtle Avenue 1,149,000 2,616,000 3,765,000 1,509,000
12/31/86 Chatsworth / Topanga 1,447,000 1,472,000 2,919,000 964,000
12/31/86 Houston / Larkwood 247,000 942,000 1,189,000 500,000
12/31/86 Northridge 3,624,000 5,384,000 9,008,000 1,549,000
12/31/86 Santa Clara / Duane 1,950,000 1,337,000 3,287,000 774,000
12/31/86 Oyster Point 1,569,000 1,831,000 3,400,000 1,004,000
12/31/86 Walnut 769,000 4,189,000 4,958,000 476,000
3/87 Annandale/Ravensworth 679,000 2,422,000 3,101,000 1,120,000
4/87 City of Industry/Amar Rd. 748,000 3,118,000 3,866,000 820,000
5/87 OK City/Hefner 459,000 1,582,000 2,041,000 705,000
7/87 Oakbrook Terrace 912,000 2,961,000 3,873,000 2,013,000
8/87 San Antonio/Austin Hwy. 400,000 916,000 1,316,000 640,000
10/87 Plantation/S. State Rd. 924,000 1,796,000 2,720,000 1,198,000
10/87 Rockville/Fredrick Rd. 1,695,000 3,440,000 5,135,000 2,284,000
2/88 Anaheim/Lakeview 995,000 1,706,000 2,701,000 1,103,000
6/7/88 Mesquite / Sorrento Drive 928,000 1,717,000 2,645,000 1,077,000
7/88 Fort Wayne 101,000 1,718,000 1,819,000 810,000
1/1/92 Costa Mesa 535,000 1,598,000 2,133,000 1,001,000
3/1/92 Dallas / Walnut St. 537,000 1,255,000 1,792,000 1,189,000
F-36
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
5/1/92 Camp Creek - 576,000 1,075,000 241,000 -
9/1/92 Orlando/W. Colonial - 368,000 713,000 118,000 -
9/1/92 Jacksonville/Arlington - 554,000 1,065,000 169,000 -
10/1/92 Stockton/Mariners - 381,000 730,000 136,000 -
11/18/92 Virginia Beach/General Booth Blvd - 599,000 1,119,000 309,000 -
1/1/93 Redwood City/Storage - 907,000 1,684,000 200,000 -
1/1/93 City Of Industry - 1,611,000 2,991,000 238,000 -
1/1/93 San Jose/Felipe - 1,124,000 2,088,000 245,000 -
1/1/93 Baldwin Park/Garvey Ave - 840,000 1,561,000 248,000 -
3/19/93 Westminister / W. 80th - 840,000 1,586,000 171,000 -
4/26/93 Costa Mesa / Newport 931,000 2,141,000 3,989,000 101,000 -
5/13/93 Austin /N. Lamar - 919,000 1,695,000 5,211,000 -
5/28/93 Jacksonville/Phillips Hwy. - 406,000 771,000 150,000 -
5/28/93 Tampa/Nebraska Avenue - 550,000 1,043,000 114,000 -
6/9/93 Calabasas / Ventura Blvd. - 1,762,000 3,269,000 171,000 -
6/9/93 Carmichael / Fair Oaks - 573,000 1,052,000 203,000 -
6/9/93 Santa Clara / Duane - 454,000 834,000 85,000 -
6/10/93 Citrus Heights / Sylvan Road - 438,000 822,000 141,000 -
6/25/93 Trenton / Allen Road - 623,000 1,166,000 127,000 -
6/30/93 Los Angeles/W.Jefferson Blvd - 1,085,000 2,017,000 115,000 -
7/16/93 Austin / So. Congress Ave - 777,000 1,445,000 266,000 -
8/1/93 Gaithersburg / E. Diamond - 602,000 1,139,000 133,000 -
8/11/93 Atlanta / Northside - 1,150,000 2,149,000 240,000 -
8/11/93 Smyrna/ Rosswill Rd - 446,000 842,000 183,000 -
8/13/93 So. Brunswick/Highway - 1,076,000 2,033,000 217,000 -
8/31/93 Austin / N. Lamar - 502,000 941,000 105,000 -
10/1/93 Denver / Federal Blvd - 875,000 1,633,000 120,000 -
10/1/93 Citrus Heights - 527,000 987,000 96,000 -
10/1/93 Lakewood / 6th Ave - 798,000 1,489,000 (31,000) -
10/27/93 Houston / S Shaver St - 481,000 896,000 154,000 -
11/3/93 Upland/S. Euclid Ave. - 431,000 807,000 382,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
5/1/92 Camp Creek 576,000 1,316,000 1,892,000 495,000
9/1/92 Orlando/W. Colonial 368,000 831,000 1,199,000 323,000
9/1/92 Jacksonville/Arlington 554,000 1,234,000 1,788,000 473,000
10/1/92 Stockton/Mariners 381,000 866,000 1,247,000 318,000
11/18/92 Virginia Beach/General Booth Blvd 599,000 1,428,000 2,027,000 503,000
1/1/93 Redwood City/Storage 907,000 1,884,000 2,791,000 661,000
1/1/93 City Of Industry 1,611,000 3,229,000 4,840,000 1,048,000
1/1/93 San Jose/Felipe 1,124,000 2,333,000 3,457,000 816,000
1/1/93 Baldwin Park/Garvey Ave 840,000 1,809,000 2,649,000 637,000
3/19/93 Westminister / W. 80th 840,000 1,757,000 2,597,000 604,000
4/26/93 Costa Mesa / Newport 2,141,000 4,090,000 6,231,000 1,306,000
5/13/93 Austin /N. Lamar 919,000 6,906,000 7,825,000 1,013,000
5/28/93 Jacksonville/Phillips Hwy. 406,000 921,000 1,327,000 340,000
5/28/93 Tampa/Nebraska Avenue 550,000 1,157,000 1,707,000 387,000
6/9/93 Calabasas / Ventura Blvd. 1,762,000 3,440,000 5,202,000 1,135,000
6/9/93 Carmichael / Fair Oaks 573,000 1,255,000 1,828,000 425,000
6/9/93 Santa Clara / Duane 454,000 919,000 1,373,000 307,000
6/10/93 Citrus Heights / Sylvan Road 438,000 963,000 1,401,000 359,000
6/25/93 Trenton / Allen Road 623,000 1,293,000 1,916,000 420,000
6/30/93 Los Angeles/W.Jefferson Blvd 1,085,000 2,132,000 3,217,000 680,000
7/16/93 Austin / So. Congress Ave 777,000 1,711,000 2,488,000 664,000
8/1/93 Gaithersburg / E. Diamond 602,000 1,272,000 1,874,000 402,000
8/11/93 Atlanta / Northside 1,150,000 2,389,000 3,539,000 765,000
8/11/93 Smyrna/ Rosswill Rd 446,000 1,025,000 1,471,000 352,000
8/13/93 So. Brunswick/Highway 1,076,000 2,250,000 3,326,000 743,000
8/31/93 Austin / N. Lamar 502,000 1,046,000 1,548,000 347,000
10/1/93 Denver / Federal Blvd 875,000 1,753,000 2,628,000 549,000
10/1/93 Citrus Heights 527,000 1,083,000 1,610,000 348,000
10/1/93 Lakewood / 6th Ave 685,000 1,571,000 2,256,000 486,000
10/27/93 Houston / S Shaver St 481,000 1,050,000 1,531,000 352,000
11/3/93 Upland/S. Euclid Ave. 508,000 1,112,000 1,620,000 353,000
F-37
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
11/16/93 Norcross / Jimmy Carter - 627,000 1,167,000 162,000 -
11/16/93 Seattle / 13th - 1,085,000 2,015,000 559,000 -
12/9/93 Salt Lake City - 765,000 1,422,000 (2,000) -
12/16/93 West Valley City - 683,000 1,276,000 124,000 -
12/21/93 Pinellas Park / 34th St. W - 607,000 1,134,000 168,000 -
12/28/93 New Orleans / S. Carrollton Ave - 1,575,000 2,941,000 230,000 -
12/29/93 Orange / Main - 1,238,000 2,317,000 1,385,000 -
12/29/93 Sunnyvale / Wedell - 554,000 1,037,000 705,000 -
12/29/93 El Cajon / Magnolia - 421,000 791,000 502,000 -
12/29/93 Orlando / S. Semoran Blvd. - 462,000 872,000 620,000 -
12/29/93 Tampa / W. Hillsborough Ave - 352,000 665,000 377,000 -
12/29/93 Irving / West Loop 12 - 341,000 643,000 153,000 -
12/29/93 Fullerton / W. Commonwealth - 904,000 1,687,000 988,000 -
12/29/93 N. Lauderdale / Mcnab Rd - 628,000 1,182,000 680,000 -
12/29/93 Los Alimitos / Cerritos - 695,000 1,299,000 666,000 -
12/29/93 Frederick / Prospect Blvd. - 573,000 1,082,000 507,000 -
12/29/93 Indianapolis / E. Washington - 403,000 775,000 452,000 -
12/29/93 Gardena / Western Ave. - 552,000 1,035,000 571,000 -
12/29/93 Palm Bay / Bobcock Street - 409,000 775,000 486,000 -
1/10/94 Hialeah / W. 20Th Ave. - 1,855,000 3,497,000 175,000 -
1/12/94 Sunnyvale / N. Fair Oaks Ave - 689,000 1,285,000 304,000 -
1/12/94 Honolulu / Iwaena - - 3,382,000 673,000 -
1/12/94 Miami / Golden Glades - 579,000 1,081,000 341,000 -
1/21/94 Herndon / Centreville Road - 1,584,000 2,981,000 185,000 -
2/8/94 Las Vegas/S. Martin Luther King - 1,383,000 2,592,000 1,006,000 -
2/28/94 Arlingtn/Old Jeffersn Davishwy - 735,000 1,399,000 177,000 -
3/8/94 Beaverton / Sw Barnes Road - 942,000 1,810,000 156,000 -
3/21/94 Austin / Arboretum - 473,000 897,000 2,748,000 -
3/25/94 Tinton Falls / Shrewsbury Ave - 1,074,000 2,033,000 169,000 -
3/25/94 East Brunswick / Milltown Road - 1,282,000 2,411,000 211,000 -
3/25/94 Mercerville / Quakerbridge Road - 1,109,000 2,111,000 215,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
11/16/93 Norcross / Jimmy Carter 627,000 1,329,000 1,956,000 417,000
11/16/93 Seattle / 13th 1,085,000 2,574,000 3,659,000 846,000
12/9/93 Salt Lake City 790,000 1,395,000 2,185,000 588,000
12/16/93 West Valley City 683,000 1,400,000 2,083,000 456,000
12/21/93 Pinellas Park / 34th St. W 607,000 1,302,000 1,909,000 436,000
12/28/93 New Orleans / S. Carrollton Ave 1,575,000 3,171,000 4,746,000 954,000
12/29/93 Orange / Main 1,593,000 3,347,000 4,940,000 958,000
12/29/93 Sunnyvale / Wedell 725,000 1,571,000 2,296,000 464,000
12/29/93 El Cajon / Magnolia 542,000 1,172,000 1,714,000 355,000
12/29/93 Orlando / S. Semoran Blvd. 601,000 1,353,000 1,954,000 411,000
12/29/93 Tampa / W. Hillsborough Ave 436,000 958,000 1,394,000 292,000
12/29/93 Irving / West Loop 12 355,000 782,000 1,137,000 247,000
12/29/93 Fullerton / W. Commonwealth 1,160,000 2,419,000 3,579,000 703,000
12/29/93 N. Lauderdale / Mcnab Rd 798,000 1,692,000 2,490,000 491,000
12/29/93 Los Alimitos / Cerritos 874,000 1,786,000 2,660,000 510,000
12/29/93 Frederick / Prospect Blvd. 692,000 1,470,000 2,162,000 429,000
12/29/93 Indianapolis / E. Washington 505,000 1,125,000 1,630,000 326,000
12/29/93 Gardena / Western Ave. 695,000 1,463,000 2,158,000 403,000
12/29/93 Palm Bay / Bobcock Street 525,000 1,145,000 1,670,000 330,000
1/10/94 Hialeah / W. 20Th Ave. 1,590,000 3,937,000 5,527,000 1,172,000
1/12/94 Sunnyvale / N. Fair Oaks Ave 657,000 1,621,000 2,278,000 461,000
1/12/94 Honolulu / Iwaena - 4,055,000 4,055,000 1,137,000
1/12/94 Miami / Golden Glades 557,000 1,444,000 2,001,000 446,000
1/21/94 Herndon / Centreville Road 1,358,000 3,392,000 4,750,000 816,000
2/8/94 Las Vegas/S. Martin Luther King 1,436,000 3,545,000 4,981,000 1,029,000
2/28/94 Arlingtn/Old Jeffersn Davishwy 630,000 1,681,000 2,311,000 533,000
3/8/94 Beaverton / Sw Barnes Road 807,000 2,101,000 2,908,000 657,000
3/21/94 Austin / Arboretum 1,554,000 2,564,000 4,118,000 472,000
3/25/94 Tinton Falls / Shrewsbury Ave 921,000 2,355,000 3,276,000 738,000
3/25/94 East Brunswick / Milltown Road 1,099,000 2,805,000 3,904,000 857,000
3/25/94 Mercerville / Quakerbridge Road 950,000 2,485,000 3,435,000 729,000
F-38
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
3/31/94 Hypoluxo - 735,000 1,404,000 1,778,000 -
4/26/94 No. Highlands / Roseville Road - 980,000 1,835,000 231,000 -
5/12/94 Fort Pierce/Okeechobee Road - 438,000 842,000 178,000 -
5/24/94 Hempstead/Peninsula Blvd. - 2,053,000 3,832,000 230,000 -
5/24/94 La/Huntington - 483,000 905,000 112,000 -
6/9/94 Chattanooga / Brainerd Road - 613,000 1,170,000 155,000 -
6/9/94 Chattanooga / Ringgold Road - 761,000 1,433,000 304,000 -
6/18/94 Las Vegas / S. Valley View Blvd - 837,000 1,571,000 116,000 -
6/23/94 Las Vegas / Tropicana - 750,000 1,408,000 150,000 -
6/23/94 Henderson / Green Valley Pkwy - 1,047,000 1,960,000 145,000 -
6/24/94 Las Vegas / N. Lamb Blvd. - 869,000 1,629,000 (83,000) -
6/30/94 Birmingham / W. Oxmoor Road - 532,000 1,004,000 336,000 -
7/20/94 Milpitas / Dempsey Road - 1,260,000 2,358,000 142,000 -
8/17/94 New Orleans/I-10 - 784,000 1,470,000 138,000 -
8/17/94 Beaverton / S.W. Denny Road - 663,000 1,245,000 90,000 -
8/17/94 Irwindale / Central Ave. - 674,000 1,263,000 58,000 -
8/17/94 Suitland / St. Barnabas Rd - 1,530,000 2,913,000 167,000 -
8/17/94 North Brunswick / How Lane - 1,238,000 2,323,000 63,000 -
8/17/94 Lombard / 64th - 847,000 1,583,000 100,000 -
8/17/94 Alsip / 27th - 406,000 765,000 74,000 -
9/15/94 Huntsville / Old Monrovia Road - 613,000 1,157,000 182,000 -
9/27/94 West Haven / Bull Hill Lane - 455,000 873,000 5,238,000 -
9/30/94 San Francisco / Marin St. - 1,227,000 2,339,000 1,188,000 -
9/30/94 Baltimore / Hillen Street - 580,000 1,095,000 159,000 -
9/30/94 San Francisco /10th & Howard - 1,423,000 2,668,000 169,000 -
9/30/94 Montebello / E. Whittier - 383,000 732,000 95,000 -
9/30/94 Arlington / Collins - 228,000 435,000 211,000 -
9/30/94 Miami / S.W. 119th Ave - 656,000 1,221,000 48,000 -
9/30/94 Blackwood / Erial Road - 774,000 1,437,000 72,000 -
9/30/94 Concord / Monument - 1,092,000 2,027,000 264,000 -
9/30/94 Rochester / Lee Road - 469,000 871,000 161,000 -
Gross Carrying Amount
At December 31, 2000
Date ------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------ ----------- ------------ --------------
3/31/94 Hypoluxo 630,000 3,287,000 3,917,000 1,946,000
4/26/94 No. Highlands / Roseville Road 840,000 2,206,000 3,046,000 661,000
5/12/94 Fort Pierce/Okeechobee Road 375,000 1,083,000 1,458,000 363,000
5/24/94 Hempstead/Peninsula Blvd. 1,763,000 4,352,000 6,115,000 1,203,000
5/24/94 La/Huntington 414,000 1,086,000 1,500,000 330,000
6/9/94 Chattanooga / Brainerd Road 525,000 1,413,000 1,938,000 430,000
6/9/94 Chattanooga / Ringgold Road 653,000 1,845,000 2,498,000 556,000
6/18/94 Las Vegas / S. Valley View Blvd 718,000 1,806,000 2,524,000 530,000
6/23/94 Las Vegas / Tropicana 643,000 1,665,000 2,308,000 506,000
6/23/94 Henderson / Green Valley Pkwy 898,000 2,254,000 3,152,000 655,000
6/24/94 Las Vegas / N. Lamb Blvd. 769,000 1,646,000 2,415,000 562,000
6/30/94 Birmingham / W. Oxmoor Road 461,000 1,411,000 1,872,000 560,000
7/20/94 Milpitas / Dempsey Road 1,080,000 2,680,000 3,760,000 779,000
8/17/94 New Orleans/I-10 672,000 1,720,000 2,392,000 486,000
8/17/94 Beaverton / S.W. Denny Road 568,000 1,430,000 1,998,000 393,000
8/17/94 Irwindale / Central Ave. 578,000 1,417,000 1,995,000 393,000
8/17/94 Suitland / St. Barnabas Rd 1,312,000 3,298,000 4,610,000 938,000
8/17/94 North Brunswick / How Lane 1,062,000 2,562,000 3,624,000 687,000
8/17/94 Lombard / 64th 726,000 1,804,000 2,530,000 500,000
8/17/94 Alsip / 27th 348,000 897,000 1,245,000 268,000
9/15/94 Huntsville / Old Monrovia Road 525,000 1,427,000 1,952,000 419,000
9/27/94 West Haven / Bull Hill Lane 1,964,000 4,602,000 6,566,000 469,000
9/30/94 San Francisco / Marin St. 1,371,000 3,383,000 4,754,000 912,000
9/30/94 Baltimore / Hillen Street 497,000 1,337,000 1,834,000 370,000
9/30/94 San Francisco /10th & Howard 1,221,000 3,039,000 4,260,000 810,000
9/30/94 Montebello / E. Whittier 329,000 881,000 1,210,000 259,000
9/30/94 Arlington / Collins 195,000 679,000 874,000 260,000
9/30/94 Miami / S.W. 119th Ave 563,000 1,362,000 1,925,000 361,000
9/30/94 Blackwood / Erial Road 663,000 1,620,000 2,283,000 432,000
9/30/94 Concord / Monument 936,000 2,447,000 3,383,000 684,000
9/30/94 Rochester / Lee Road 402,000 1,099,000 1,501,000 305,000
F-39
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
9/30/94 Houston / Bellaire - 623,000 1,157,000 138,000 -
9/30/94 Austin / Lamar Blvd - 781,000 1,452,000 110,000 -
9/30/94 Milwaukee / Lovers Lane Rd - 469,000 871,000 103,000 -
9/30/94 Monterey / Del Rey Oaks - 1,093,000 1,897,000 83,000 -
9/30/94 St. Petersburg / 66Th St. - 427,000 793,000 122,000 -
9/30/94 Dayton Bch / N. Nova Road - 396,000 735,000 97,000 -
9/30/94 Maple Shade / Route 38 - 994,000 1,846,000 108,000 -
9/30/94 Marlton / Route 73 N. - 938,000 1,742,000 62,000 -
9/30/94 Naperville / E. Ogden Ave - 683,000 1,268,000 78,000 -
9/30/94 Long Beach / South Street - 1,778,000 3,307,000 175,000 -
9/30/94 Aloha / S.W. Shaw - 805,000 1,495,000 112,000 -
9/30/94 Alexandria / S. Pickett - 1,550,000 2,879,000 156,000 -
9/30/94 Houston / Highway 6 North - 1,120,000 2,083,000 201,000 -
9/30/94 San Antonio/Nacogdoches Rd - 571,000 1,060,000 92,000 -
9/30/94 San Ramon/San Ramon Valley - 1,530,000 2,840,000 322,000 -
9/30/94 San Rafael / Merrydale Rd - 1,705,000 3,165,000 177,000 -
9/30/94 San Antonio / Austin Hwy - 592,000 1,098,000 146,000 -
9/30/94 Sharonville / E. Kemper - 574,000 1,070,000 111,000 -
10/7/94 Alcoa / Airport Plaza Drive - 543,000 1,017,000 133,000 -
10/13/94 Davie / State Road 84 - 744,000 1,467,000 837,000 -
10/13/94 Carrollton / Marsh Lane - 770,000 1,437,000 1,368,000 -
10/31/94 Sherman Oaks / Van Nuys Blvd - 1,278,000 2,461,000 882,000 -
12/19/94 Salt Lake City/West North Temple - 490,000 917,000 (87,000) -
12/27/94 Knoxville / Chapman Highway - 753,000 1,411,000 309,000 -
12/28/94 Milpitas / Watson - 1,575,000 2,925,000 165,000 -
12/28/94 Las Vegas / Jones Blvd - 1,208,000 2,243,000 112,000 -
12/28/94 Venice / Guthrie - 578,000 1,073,000 88,000 -
12/30/94 Apple Valley / Foliage Ave - 910,000 1,695,000 139,000 -
1/4/95 Chula Vista / Main Street - 735,000 1,802,000 141,000 -
1/5/95 Pantego / West Park - 315,000 735,000 129,000 -
1/12/95 Roswell / Alpharetta - 423,000 993,000 153,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
9/30/94 Houston / Bellaire 534,000 1,384,000 1,918,000 377,000
9/30/94 Austin / Lamar Blvd 669,000 1,674,000 2,343,000 460,000
9/30/94 Milwaukee / Lovers Lane Rd 402,000 1,041,000 1,443,000 301,000
9/30/94 Monterey / Del Rey Oaks 903,000 2,170,000 3,073,000 624,000
9/30/94 St. Petersburg / 66Th St. 366,000 976,000 1,342,000 283,000
9/30/94 Dayton Bch / N. Nova Road 339,000 889,000 1,228,000 260,000
9/30/94 Maple Shade / Route 38 852,000 2,096,000 2,948,000 564,000
9/30/94 Marlton / Route 73 N. 804,000 1,938,000 2,742,000 521,000
9/30/94 Naperville / E. Ogden Ave 585,000 1,444,000 2,029,000 397,000
9/30/94 Long Beach / South Street 1,524,000 3,736,000 5,260,000 1,015,000
9/30/94 Aloha / S.W. Shaw 690,000 1,722,000 2,412,000 471,000
9/30/94 Alexandria / S. Pickett 1,329,000 3,256,000 4,585,000 857,000
9/30/94 Houston / Highway 6 North 960,000 2,444,000 3,404,000 687,000
9/30/94 San Antonio/Nacogdoches Rd 489,000 1,234,000 1,723,000 347,000
9/30/94 San Ramon/San Ramon Valley 1,311,000 3,381,000 4,692,000 956,000
9/30/94 San Rafael / Merrydale Rd 1,461,000 3,586,000 5,047,000 956,000
9/30/94 San Antonio / Austin Hwy 507,000 1,329,000 1,836,000 382,000
9/30/94 Sharonville / E. Kemper 492,000 1,263,000 1,755,000 350,000
10/7/94 Alcoa / Airport Plaza Drive 465,000 1,228,000 1,693,000 386,000
10/13/94 Davie / State Road 84 638,000 2,410,000 3,048,000 634,000
10/13/94 Carrollton / Marsh Lane 1,022,000 2,553,000 3,575,000 658,000
10/31/94 Sherman Oaks / Van Nuys Blvd 1,423,000 3,198,000 4,621,000 905,000
12/19/94 Salt Lake City/West North Temple 537,000 783,000 1,320,000 289,000
12/27/94 Knoxville / Chapman Highway 645,000 1,828,000 2,473,000 537,000
12/28/94 Milpitas / Watson 1,350,000 3,315,000 4,665,000 859,000
12/28/94 Las Vegas / Jones Blvd 1,035,000 2,528,000 3,563,000 653,000
12/28/94 Venice / Guthrie 495,000 1,244,000 1,739,000 322,000
12/30/94 Apple Valley / Foliage Ave 780,000 1,964,000 2,744,000 544,000
1/4/95 Chula Vista / Main Street 735,000 1,943,000 2,678,000 599,000
1/5/95 Pantego / West Park 315,000 864,000 1,179,000 267,000
1/12/95 Roswell / Alpharetta 423,000 1,146,000 1,569,000 328,000
F-40
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
1/23/95 North Bergen / Tonne - 1,564,000 3,772,000 243,000 -
1/23/95 San Leandro / Hesperian - 734,000 1,726,000 91,000 -
1/24/95 Nashville / Elm Hill - 338,000 791,000 305,000 -
2/3/95 Reno / S. Mccarron Blvd - 1,080,000 2,537,000 146,000 -
2/15/95 Schiller Park - 1,688,000 3,939,000 178,000 -
2/15/95 Lansing - 1,514,000 3,534,000 99,000 -
2/15/95 Pleasanton - 1,257,000 2,932,000 41,000 -
2/15/95 LA/Sepulveda - 1,453,000 3,390,000 93,000 -
2/28/95 Decatur / Flat Shoal - 970,000 2,288,000 326,000 -
2/28/95 Smyrna / S. Cobb - 663,000 1,559,000 189,000 -
2/28/95 Downey / Bellflower - 916,000 2,158,000 81,000 -
2/28/95 Vallejo / Lincoln - 445,000 1,052,000 115,000 -
2/28/95 Lynnwood / 180th St - 516,000 1,205,000 153,000 -
2/28/95 Kent / Pacific Hwy - 728,000 1,711,000 105,000 -
2/28/95 Kirkland - 1,254,000 2,932,000 168,000 -
2/28/95 Federal Way/Pacific - 785,000 1,832,000 246,000 -
2/28/95 Tampa / S. Dale - 791,000 1,852,000 193,000 -
2/28/95 Burlingame/Adrian Rd - 2,280,000 5,349,000 285,000 -
2/28/95 Miami / Cloverleaf - 606,000 1,426,000 125,000 -
2/28/95 Pinole / San Pablo - 639,000 1,502,000 197,000 -
2/28/95 South Gate / Firesto - 1,442,000 3,449,000 245,000 -
2/28/95 San Jose / Mabury - 892,000 2,088,000 66,000 -
2/28/95 La Puente / Valley Blvd - 591,000 1,390,000 177,000 -
2/28/95 San Jose / Capitol E - 1,215,000 2,852,000 128,000 -
2/28/95 Milwaukie / 40th Street - 576,000 1,388,000 90,000 -
2/28/95 Portland / N. Lombard - 812,000 1,900,000 174,000 -
2/28/95 Miami / Biscayne - 1,313,000 3,076,000 91,000 -
2/28/95 Chicago / Clark Street - 442,000 1,031,000 179,000 -
2/28/95 Palatine / Dundee - 698,000 1,643,000 133,000 -
2/28/95 Williamsville/Transit - 284,000 670,000 117,000 -
2/28/95 Amherst / Sheridan - 484,000 1,151,000 112,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
1/23/95 North Bergen / Tonne 1,564,000 4,015,000 5,579,000 951,000
1/23/95 San Leandro / Hesperian 734,000 1,817,000 2,551,000 452,000
1/24/95 Nashville / Elm Hill 338,000 1,096,000 1,434,000 398,000
2/3/95 Reno / S. Mccarron Blvd 1,080,000 2,683,000 3,763,000 686,000
2/15/95 Schiller Park 1,688,000 4,117,000 5,805,000 842,000
2/15/95 Lansing 1,514,000 3,633,000 5,147,000 714,000
2/15/95 Pleasanton 1,257,000 2,973,000 4,230,000 581,000
2/15/95 LA/Sepulveda 1,453,000 3,483,000 4,936,000 682,000
2/28/95 Decatur / Flat Shoal 970,000 2,614,000 3,584,000 722,000
2/28/95 Smyrna / S. Cobb 663,000 1,748,000 2,411,000 467,000
2/28/95 Downey / Bellflower 916,000 2,239,000 3,155,000 562,000
2/28/95 Vallejo / Lincoln 445,000 1,167,000 1,612,000 326,000
2/28/95 Lynnwood / 180th St 516,000 1,358,000 1,874,000 390,000
2/28/95 Kent / Pacific Hwy 728,000 1,816,000 2,544,000 471,000
2/28/95 Kirkland 1,254,000 3,100,000 4,354,000 762,000
2/28/95 Federal Way/Pacific 785,000 2,078,000 2,863,000 589,000
2/28/95 Tampa / S. Dale 791,000 2,045,000 2,836,000 548,000
2/28/95 Burlingame/Adrian Rd 2,280,000 5,634,000 7,914,000 1,370,000
2/28/95 Miami / Cloverleaf 606,000 1,551,000 2,157,000 411,000
2/28/95 Pinole / San Pablo 639,000 1,699,000 2,338,000 468,000
2/28/95 South Gate / Firesto 1,442,000 3,694,000 5,136,000 1,018,000
2/28/95 San Jose / Mabury 892,000 2,154,000 3,046,000 523,000
2/28/95 La Puente / Valley Blvd 591,000 1,567,000 2,158,000 451,000
2/28/95 San Jose / Capitol E 1,215,000 2,980,000 4,195,000 742,000
2/28/95 Milwaukie / 40th Street 579,000 1,475,000 2,054,000 378,000
2/28/95 Portland / N. Lombard 812,000 2,074,000 2,886,000 504,000
2/28/95 Miami / Biscayne 1,313,000 3,167,000 4,480,000 788,000
2/28/95 Chicago / Clark Street 442,000 1,210,000 1,652,000 332,000
2/28/95 Palatine / Dundee 698,000 1,776,000 2,474,000 464,000
2/28/95 Williamsville/Transit 284,000 787,000 1,071,000 215,000
2/28/95 Amherst / Sheridan 484,000 1,263,000 1,747,000 343,000
F-41
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
3/2/95 Everett / Highway 99 - 859,000 2,022,000 206,000 -
3/2/95 Burien / 1St Ave South - 763,000 1,783,000 226,000 -
3/2/95 Kent / South 238th Street - 763,000 1,783,000 252,000 -
3/31/95 Cheverly / Central Ave - 911,000 2,164,000 110,000 -
5/1/95 Sandy / S. State Street - 1,043,000 2,442,000 (312,000) -
5/3/95 Largo / Ulmerton Roa - 263,000 654,000 105,000 -
5/8/95 Fairfield/Western Street - 439,000 1,030,000 54,000 -
5/8/95 Dallas / W. Mockingbird - 1,440,000 3,371,000 98,000 -
5/8/95 East Point / Lakewood - 884,000 2,071,000 272,000 -
5/25/95 Falls Church / Gallo - 350,000 835,000 186,000 -
6/12/95 Baltimore / Old Waterloo - 769,000 1,850,000 76,000 -
6/12/95 Pleasant Hill / Hookston - 766,000 1,848,000 74,000 -
6/12/95 Mountain View/Old Middlefield - 2,095,000 4,913,000 66,000 -
6/30/95 San Jose / Blossom Hill - 1,467,000 3,444,000 141,000 -
6/30/95 Fairfield / Kings Highway - 1,811,000 4,273,000 179,000 -
6/30/95 Pacoima / Paxton Street 1,206,000 840,000 1,976,000 80,000 -
6/30/95 Portland / Prescott - 647,000 1,509,000 148,000 -
6/30/95 St. Petersburg - 352,000 827,000 135,000 -
6/30/95 Dallas / Audelia Road - 1,166,000 2,725,000 693,000 -
6/30/95 Miami Gardens - 823,000 1,929,000 109,000 -
6/30/95 Grand Prairie / 19th - 566,000 1,329,000 101,000 -
6/30/95 Joliet / Jefferson Street - 501,000 1,181,000 125,000 -
6/30/95 Bridgeton / Pennridge - 283,000 661,000 144,000 -
6/30/95 Portland / S.E.92nd - 638,000 1,497,000 137,000 -
6/30/95 Houston / S.W. Freeway - 537,000 1,254,000 103,000 -
6/30/95 Milwaukee / Brown - 358,000 849,000 106,000 -
6/30/95 Orlando / W. Oak Ridge - 698,000 1,642,000 173,000 -
6/30/95 Lauderhill / State Road - 644,000 1,508,000 112,000 -
6/30/95 Orange Park /Blanding Blvd - 394,000 918,000 149,000 -
6/30/95 St. Petersburg /Joe'S Creek - 704,000 1,642,000 117,000 -
6/30/95 St. Louis / Page Service Drive - 531,000 1,241,000 134,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
3/2/95 Everett / Highway 99 859,000 2,228,000 3,087,000 620,000
3/2/95 Burien / 1St Ave South 763,000 2,009,000 2,772,000 607,000
3/2/95 Kent / South 238th Street 763,000 2,035,000 2,798,000 581,000
3/31/95 Cheverly / Central Ave 911,000 2,274,000 3,185,000 553,000
5/1/95 Sandy / S. State Street 1,077,000 2,096,000 3,173,000 644,000
5/3/95 Largo / Ulmerton Roa 263,000 759,000 1,022,000 257,000
5/8/95 Fairfield/Western Street 439,000 1,084,000 1,523,000 272,000
5/8/95 Dallas / W. Mockingbird 1,440,000 3,469,000 4,909,000 826,000
5/8/95 East Point / Lakewood 884,000 2,343,000 3,227,000 604,000
5/25/95 Falls Church / Gallo 350,000 1,021,000 1,371,000 324,000
6/12/95 Baltimore / Old Waterloo 769,000 1,926,000 2,695,000 459,000
6/12/95 Pleasant Hill / Hookston 766,000 1,922,000 2,688,000 472,000
6/12/95 Mountain View/Old Middlefield 2,095,000 4,979,000 7,074,000 1,149,000
6/30/95 San Jose / Blossom Hill 1,467,000 3,585,000 5,052,000 834,000
6/30/95 Fairfield / Kings Highway 1,811,000 4,452,000 6,263,000 1,073,000
6/30/95 Pacoima / Paxton Street 840,000 2,056,000 2,896,000 490,000
6/30/95 Portland / Prescott 647,000 1,657,000 2,304,000 406,000
6/30/95 St. Petersburg 352,000 962,000 1,314,000 259,000
6/30/95 Dallas / Audelia Road 1,166,000 3,418,000 4,584,000 913,000
6/30/95 Miami Gardens 823,000 2,038,000 2,861,000 491,000
6/30/95 Grand Prairie / 19th 566,000 1,430,000 1,996,000 363,000
6/30/95 Joliet / Jefferson Street 501,000 1,306,000 1,807,000 337,000
6/30/95 Bridgeton / Pennridge 283,000 805,000 1,088,000 211,000
6/30/95 Portland / S.E.92nd 638,000 1,634,000 2,272,000 407,000
6/30/95 Houston / S.W. Freeway 537,000 1,357,000 1,894,000 336,000
6/30/95 Milwaukee / Brown 358,000 955,000 1,313,000 258,000
6/30/95 Orlando / W. Oak Ridge 698,000 1,815,000 2,513,000 460,000
6/30/95 Lauderhill / State Road 644,000 1,620,000 2,264,000 395,000
6/30/95 Orange Park /Blanding Blvd 394,000 1,067,000 1,461,000 270,000
6/30/95 St. Petersburg /Joe'S Creek 704,000 1,759,000 2,463,000 428,000
6/30/95 St. Louis / Page Service Drive 531,000 1,375,000 1,906,000 340,000
F-42
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
6/30/95 Independence /E. 42nd - 438,000 1,023,000 124,000 -
6/30/95 Cherry Hill / Dobbs Lane - 716,000 1,676,000 70,000 -
6/30/95 Edgewater Park / Route 130 - 683,000 1,593,000 59,000 -
6/30/95 Beaverton / S.W. 110 - 572,000 1,342,000 119,000 -
6/30/95 Markham / W. 159Th Place - 230,000 539,000 91,000 -
6/30/95 Houston / N.W. Freeway - 447,000 1,066,000 109,000 -
6/30/95 Portland / Gantenbein - 537,000 1,262,000 107,000 -
6/30/95 Upper Chichester/Market St. - 569,000 1,329,000 85,000 -
6/30/95 Fort Worth / Hwy 80 - 379,000 891,000 105,000 -
6/30/95 Greenfield/ S. 108th - 728,000 1,707,000 148,000 -
6/30/95 Altamonte Springs - 566,000 1,326,000 90,000 -
6/30/95 East Hazel Crest / Halsted - 483,000 1,127,000 136,000 -
6/30/95 Seattle / Delridge Way - 760,000 1,779,000 129,000 -
6/30/95 Elmhurst / Lake Frontage Rd - 748,000 1,758,000 118,000 -
6/30/95 Los Angeles / Beverly Blvd - 787,000 1,886,000 267,000 -
6/30/95 Lawrenceville / Brunswick - 841,000 1,961,000 79,000 -
6/30/95 Richmond / Carlson - 865,000 2,025,000 171,000 -
6/30/95 Liverpool / Oswego Road - 545,000 1,279,000 154,000 -
6/30/95 Rochester / East Ave - 578,000 1,375,000 109,000 -
6/30/95 Pasadena / E. Beltway - 757,000 1,767,000 100,000 -
7/13/95 Tarzana / Burbank Blvd - 2,895,000 6,823,000 345,000 -
7/31/95 Orlando / Lakehurst 981,000 450,000 1,063,000 114,000 -
7/31/95 Livermore / Portola 1,317,000 921,000 2,157,000 147,000 -
7/31/95 San Jose / Tully 1,633,000 912,000 2,137,000 205,000 -
7/31/95 Mission Bay 4,052,000 1,617,000 3,785,000 348,000 -
7/31/95 Las Vegas / Decatur - 1,147,000 2,697,000 190,000 -
7/31/95 Pleasanton / Stanley - 1,624,000 3,811,000 148,000 -
7/31/95 Castro Valley / Grove - 757,000 1,772,000 68,000 -
7/31/95 Honolulu / Kaneohe - 1,215,000 2,846,000 1,996,000 -
7/31/95 Chicago / Wabash Ave - 645,000 1,535,000 505,000 -
7/31/95 Springfield / Parker - 765,000 1,834,000 95,000 -
Gross Carrying Amount
At December 31, 2000
Date ------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------ ----------- ------------ --------------
6/30/95 Independence /E. 42nd 438,000 1,147,000 1,585,000 305,000
6/30/95 Cherry Hill / Dobbs Lane 716,000 1,746,000 2,462,000 399,000
6/30/95 Edgewater Park / Route 130 683,000 1,652,000 2,335,000 384,000
6/30/95 Beaverton / S.W. 110 572,000 1,461,000 2,033,000 347,000
6/30/95 Markham / W. 159Th Place 230,000 630,000 860,000 175,000
6/30/95 Houston / N.W. Freeway 447,000 1,175,000 1,622,000 324,000
6/30/95 Portland / Gantenbein 537,000 1,369,000 1,906,000 330,000
6/30/95 Upper Chichester/Market St. 569,000 1,414,000 1,983,000 337,000
6/30/95 Fort Worth / Hwy 80 379,000 996,000 1,375,000 255,000
6/30/95 Greenfield/ S. 108th 728,000 1,855,000 2,583,000 455,000
6/30/95 Altamonte Springs 566,000 1,416,000 1,982,000 338,000
6/30/95 East Hazel Crest / Halsted 483,000 1,263,000 1,746,000 317,000
6/30/95 Seattle / Delridge Way 760,000 1,908,000 2,668,000 467,000
6/30/95 Elmhurst / Lake Frontage Rd 748,000 1,876,000 2,624,000 448,000
6/30/95 Los Angeles / Beverly Blvd 787,000 2,153,000 2,940,000 592,000
6/30/95 Lawrenceville / Brunswick 841,000 2,040,000 2,881,000 478,000
6/30/95 Richmond / Carlson 865,000 2,196,000 3,061,000 534,000
6/30/95 Liverpool / Oswego Road 545,000 1,433,000 1,978,000 344,000
6/30/95 Rochester / East Ave 578,000 1,484,000 2,062,000 368,000
6/30/95 Pasadena / E. Beltway 757,000 1,867,000 2,624,000 441,000
7/13/95 Tarzana / Burbank Blvd 2,895,000 7,168,000 10,063,000 1,783,000
7/31/95 Orlando / Lakehurst 450,000 1,177,000 1,627,000 280,000
7/31/95 Livermore / Portola 921,000 2,304,000 3,225,000 551,000
7/31/95 San Jose / Tully 912,000 2,342,000 3,254,000 554,000
7/31/95 Mission Bay 1,617,000 4,133,000 5,750,000 1,078,000
7/31/95 Las Vegas / Decatur 1,147,000 2,887,000 4,034,000 682,000
7/31/95 Pleasanton / Stanley 1,624,000 3,959,000 5,583,000 906,000
7/31/95 Castro Valley / Grove 757,000 1,840,000 2,597,000 424,000
7/31/95 Honolulu / Kaneohe 2,133,000 3,924,000 6,057,000 761,000
7/31/95 Chicago / Wabash Ave 645,000 2,040,000 2,685,000 577,000
7/31/95 Springfield / Parker 765,000 1,929,000 2,694,000 466,000
F-43
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
7/31/95 Huntington Bch/Gotham - 765,000 1,808,000 149,000 -
7/31/95 Tucker / Lawrenceville - 630,000 1,480,000 154,000 -
7/31/95 Marietta / Canton Road - 600,000 1,423,000 175,000 -
7/31/95 Wheeling / Hintz - 450,000 1,054,000 93,000 -
8/1/95 Gresham / Division - 607,000 1,428,000 80,000 -
8/1/95 Tucker / Lawrenceville - 600,000 1,405,000 231,000 -
8/1/95 Decatur / Covington - 720,000 1,694,000 166,000 -
8/11/95 Studio City/Ventura - 1,285,000 3,015,000 77,000 -
8/12/95 Smyrna / Hargrove Road - 1,020,000 3,038,000 293,000 -
9/1/95 Hayward / Mission Blvd - 1,020,000 2,383,000 104,000 -
9/1/95 Park City / Belvider - 600,000 1,405,000 71,000 -
9/1/95 New Castle/Dupont Parkway - 990,000 2,369,000 91,000 -
9/1/95 Las Vegas / Rainbow - 1,050,000 2,459,000 87,000 -
9/1/95 Mountain View / Reng - 945,000 2,216,000 88,000 -
9/1/95 Venice / Cadillac - 930,000 2,182,000 161,000 -
9/1/95 Simi Valley /Los Angeles - 1,590,000 3,724,000 140,000 -
9/1/95 Spring Valley/Foreman - 1,095,000 2,572,000 104,000 -
9/6/95 Darien / Frontage Road - 975,000 2,321,000 74,000 -
9/30/95 Whittier - 215,000 384,000 40,000 688,000
9/30/95 Van Nuys/Balboa - 295,000 657,000 78,000 1,192,000
9/30/95 Huntington Beach - 176,000 321,000 120,000 725,000
9/30/95 Monterey Park 179,000 124,000 346,000 80,000 785,000
9/30/95 Downey - 191,000 317,000 99,000 817,000
9/30/95 Del Amo - 474,000 742,000 90,000 975,000
9/30/95 Carson - 375,000 735,000 78,000 445,000
9/30/95 Van Nuys/Balboa Blvd - 1,920,000 4,504,000 271,000 -
10/31/95 San Lorenzo /Hesperian - 1,590,000 3,716,000 173,000 -
10/31/95 Chicago / W. 47th Street - 300,000 708,000 111,000 -
10/31/95 Los Angeles / Eastern - 455,000 1,070,000 118,000 -
11/15/95 Costa Mesa - B - 522,000 1,218,000 55,000 -
11/15/95 Plano / E. 14th - 705,000 1,646,000 52,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
7/31/95 Huntington Bch/Gotham 765,000 1,957,000 2,722,000 485,000
7/31/95 Tucker / Lawrenceville 630,000 1,634,000 2,264,000 419,000
7/31/95 Marietta / Canton Road 600,000 1,598,000 2,198,000 399,000
7/31/95 Wheeling / Hintz 450,000 1,147,000 1,597,000 283,000
8/1/95 Gresham / Division 607,000 1,508,000 2,115,000 358,000
8/1/95 Tucker / Lawrenceville 600,000 1,636,000 2,236,000 407,000
8/1/95 Decatur / Covington 720,000 1,860,000 2,580,000 463,000
8/11/95 Studio City/Ventura 1,285,000 3,092,000 4,377,000 716,000
8/12/95 Smyrna / Hargrove Road 1,020,000 3,331,000 4,351,000 730,000
9/1/95 Hayward / Mission Blvd 1,020,000 2,487,000 3,507,000 562,000
9/1/95 Park City / Belvider 600,000 1,476,000 2,076,000 339,000
9/1/95 New Castle/Dupont Parkway 990,000 2,460,000 3,450,000 557,000
9/1/95 Las Vegas / Rainbow 1,050,000 2,546,000 3,596,000 584,000
9/1/95 Mountain View / Reng 945,000 2,304,000 3,249,000 524,000
9/1/95 Venice / Cadillac 930,000 2,343,000 3,273,000 567,000
9/1/95 Simi Valley /Los Angeles 1,590,000 3,864,000 5,454,000 891,000
9/1/95 Spring Valley/Foreman 1,095,000 2,676,000 3,771,000 603,000
9/6/95 Darien / Frontage Road 975,000 2,395,000 3,370,000 581,000
9/30/95 Whittier 215,000 1,112,000 1,327,000 318,000
9/30/95 Van Nuys/Balboa 295,000 1,927,000 2,222,000 516,000
9/30/95 Huntington Beach 176,000 1,166,000 1,342,000 304,000
9/30/95 Monterey Park 124,000 1,211,000 1,335,000 342,000
9/30/95 Downey 191,000 1,233,000 1,424,000 319,000
9/30/95 Del Amo 474,000 1,807,000 2,281,000 600,000
9/30/95 Carson 375,000 1,258,000 1,633,000 264,000
9/30/95 Van Nuys/Balboa Blvd 1,920,000 4,775,000 6,695,000 881,000
10/31/95 San Lorenzo /Hesperian 1,590,000 3,889,000 5,479,000 635,000
10/31/95 Chicago / W. 47th Street 300,000 819,000 1,119,000 166,000
10/31/95 Los Angeles / Eastern 455,000 1,188,000 1,643,000 227,000
11/15/95 Costa Mesa - B 522,000 1,273,000 1,795,000 267,000
11/15/95 Plano / E. 14th 705,000 1,698,000 2,403,000 346,000
F-44
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
11/15/95 Citrus Heights/Sunrise - 520,000 1,213,000 108,000 -
11/15/95 Modesto/Briggsmore Ave - 470,000 1,097,000 77,000 -
11/15/95 So San Francisco/Spruce - 1,905,000 4,444,000 260,000 -
11/15/95 Pacheco/Buchanan Circle - 1,681,000 3,951,000 126,000 -
11/16/95 Palm Beach Gardens - 657,000 1,540,000 90,000 -
11/16/95 Delray Beach - 600,000 1,407,000 136,000 -
1/1/96 Bensenville/York R - 667,000 1,602,000 69,000 895,000
1/1/96 Louisville/Preston - 211,000 1,060,000 49,000 594,000
1/1/96 San Jose/Aborn Road - 615,000 1,342,000 77,000 759,000
1/1/96 Englewood/Federal - 481,000 1,395,000 57,000 777,000
1/1/96 W. Hollywood/Santa Monica - 3,415,000 4,577,000 188,000 2,552,000
1/1/96 Orland Hills/W. 159th - 917,000 2,392,000 115,000 1,342,000
1/1/96 Merrionette Park/S - 818,000 2,020,000 76,000 1,122,000
1/1/96 Denver/S Quebec - 1,849,000 1,941,000 86,000 1,086,000
1/1/96 Tigard/S.W. Pacific - 633,000 1,206,000 112,000 705,000
1/1/96 Coram/Middle Count - 507,000 1,421,000 58,000 792,000
1/1/96 Houston/FM 1960 - 635,000 1,294,000 168,000 783,000
1/1/96 Kent/Military Trail - 409,000 1,670,000 115,000 956,000
1/1/96 Turnersville/Black H - 165,000 1,360,000 56,000 758,000
1/1/96 Sewell/Rts. 553 - 323,000 1,138,000 89,000 658,000
1/1/96 Maple Shade/Fellowship - 331,000 1,421,000 80,000 803,000
1/1/96 Hyattsville/Kenilworth - 509,000 1,757,000 109,000 1,000,000
1/1/96 Waterbury/Captain Ne - 434,000 2,089,000 81,000 1,162,000
1/1/96 Bedford Hts/Miles - 835,000 1,577,000 157,000 929,000
1/1/96 Livonia/Newburgh - 635,000 1,407,000 56,000 783,000
1/1/96 Sunland/Sunland Blvd. - 631,000 1,965,000 71,000 1,090,000
1/1/96 Des Moines - 448,000 1,350,000 86,000 768,000
1/1/96 Oxonhill/Indianhead - 772,000 2,017,000 113,000 1,141,000
1/1/96 Sacramento/N. 16th - 582,000 2,610,000 129,000 1,466,000
1/1/96 Houston/Westheimer - 1,508,000 2,274,000 162,000 1,304,000
1/1/96 San Pablo/San Pablo - 565,000 1,232,000 99,000 713,000
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
11/15/95 Citrus Heights/Sunrise 520,000 1,321,000 1,841,000 301,000
11/15/95 Modesto/Briggsmore Ave 470,000 1,174,000 1,644,000 260,000
11/15/95 So San Francisco/Spruce 1,905,000 4,704,000 6,609,000 957,000
11/15/95 Pacheco/Buchanan Circle 1,681,000 4,077,000 5,758,000 836,000
11/16/95 Palm Beach Gardens 657,000 1,630,000 2,287,000 392,000
11/16/95 Delray Beach 600,000 1,543,000 2,143,000 378,000
1/1/96 Bensenville/York R 667,000 2,566,000 3,233,000 453,000
1/1/96 Louisville/Preston 211,000 1,703,000 1,914,000 293,000
1/1/96 San Jose/Aborn Road 615,000 2,178,000 2,793,000 373,000
1/1/96 Englewood/Federal 481,000 2,229,000 2,710,000 405,000
1/1/96 W. Hollywood/Santa Monica 3,415,000 7,317,000 10,732,000 1,215,000
1/1/96 Orland Hills/W. 159th 917,000 3,849,000 4,766,000 677,000
1/1/96 Merrionette Park/S 818,000 3,218,000 4,036,000 545,000
1/1/96 Denver/S Quebec 1,849,000 3,113,000 4,962,000 530,000
1/1/96 Tigard/S.W. Pacific 633,000 2,023,000 2,656,000 331,000
1/1/96 Coram/Middle Count 507,000 2,271,000 2,778,000 369,000
1/1/96 Houston/FM 1960 635,000 2,245,000 2,880,000 391,000
1/1/96 Kent/Military Trail 409,000 2,741,000 3,150,000 441,000
1/1/96 Turnersville/Black H 165,000 2,174,000 2,339,000 361,000
1/1/96 Sewell/Rts. 553 323,000 1,885,000 2,208,000 315,000
1/1/96 Maple Shade/Fellowship 331,000 2,304,000 2,635,000 362,000
1/1/96 Hyattsville/Kenilworth 509,000 2,866,000 3,375,000 443,000
1/1/96 Waterbury/Captain Ne 434,000 3,332,000 3,766,000 463,000
1/1/96 Bedford Hts/Miles 835,000 2,663,000 3,498,000 422,000
1/1/96 Livonia/Newburgh 635,000 2,246,000 2,881,000 362,000
1/1/96 Sunland/Sunland Blvd. 631,000 3,126,000 3,757,000 466,000
1/1/96 Des Moines 448,000 2,204,000 2,652,000 365,000
1/1/96 Oxonhill/Indianhead 772,000 3,271,000 4,043,000 500,000
1/1/96 Sacramento/N. 16th 582,000 4,205,000 4,787,000 558,000
1/1/96 Houston/Westheimer 1,508,000 3,740,000 5,248,000 601,000
1/1/96 San Pablo/San Pablo 565,000 2,044,000 2,609,000 318,000
F-45
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
1/1/96 Bowie/Woodcliff - 718,000 2,336,000 77,000 1,292,000
1/1/96 Milwaukee/S. 84th - 444,000 1,868,000 170,000 1,091,000
1/1/96 Clinton/Malcolm Road - 593,000 2,123,000 94,000 1,187,000
1/3/96 San Gabriel - 1,005,000 2,345,000 198,000 -
1/5/96 San Francisco, Second St. - 2,880,000 6,814,000 161,000 -
1/12/96 San Antonio, TX - 912,000 2,170,000 58,000 -
2/29/96 Naples, FL/Old US 41 - 849,000 2,016,000 99,000 -
2/29/96 Lake Worth, FL/S. Military Tr. - 1,782,000 4,723,000 120,000 -
2/29/96 Brandon, FL/W Brandon Blvd. - 1,928,000 4,523,000 847,000 -
2/29/96 Coral Springs FL/W Sample Rd. - 3,480,000 8,148,000 132,000 -
2/29/96 Delray Beach FL/S Military Tr - 941,000 2,222,000 145,000 -
2/29/96 Jupiter FL/Military Trail - 2,280,000 5,347,000 108,000 -
2/29/96 Lakeworth FL/Lake Worth Rd - 737,000 1,742,000 119,000 -
2/29/96 New Port Richey FL/State rd 54 - 857,000 2,025,000 107,000 -
2/29/96 Pompano Beach FL/ W Copans - 1,601,000 3,756,000 170,000 -
2/29/96 Sanford FL/S Orlando Dr - 734,000 1,749,000 1,817,000 -
3/8/96 Atlanta/Roswell - 898,000 3,649,000 73,000 -
3/31/96 Oakland, CA - 1,065,000 2,764,000 183,000 -
3/31/96 Saratoga, CA - 2,339,000 6,081,000 104,000 -
3/31/96 Randallstown, MD - 1,359,000 3,527,000 147,000 -
3/31/96 Plano, TX - 650,000 1,682,000 102,000 -
3/31/96 Houston, TX - 543,000 1,402,000 83,000 -
3/31/96 Irvine, CA - 1,920,000 4,975,000 378,000 -
3/31/96 Milwaukee, WI - 542,000 1,402,000 92,000 -
3/31/96 Carrollton, TX - 578,000 1,495,000 79,000 -
3/31/96 Torrance, CA - 1,415,000 3,675,000 94,000 -
3/31/96 Jacksonville, FL - 713,000 1,845,000 112,000 -
3/31/96 Dallas, TX - 315,000 810,000 71,000 -
3/31/96 Houston, TX - 669,000 1,724,000 269,000 -
3/31/96 Baltimore, MD - 842,000 2,180,000 91,000 -
3/31/96 New Haven, CT - 740,000 1,907,000 (280,000) -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
1/1/96 Bowie/Woodcliff 718,000 3,705,000 4,423,000 522,000
1/1/96 Milwaukee/S. 84th 444,000 3,129,000 3,573,000 448,000
1/1/96 Clinton/Malcolm Road 593,000 3,404,000 3,997,000 466,000
1/3/96 San Gabriel 1,005,000 2,543,000 3,548,000 596,000
1/5/96 San Francisco, Second St. 2,880,000 6,975,000 9,855,000 1,424,000
1/12/96 San Antonio, TX 912,000 2,228,000 3,140,000 475,000
2/29/96 Naples, FL/Old US 41 849,000 2,115,000 2,964,000 438,000
2/29/96 Lake Worth, FL/S. Military Tr. 1,782,000 4,843,000 6,625,000 981,000
2/29/96 Brandon, FL/W Brandon Blvd. 1,928,000 5,370,000 7,298,000 1,390,000
2/29/96 Coral Springs FL/W Sample Rd. 3,480,000 8,280,000 11,760,000 1,652,000
2/29/96 Delray Beach FL/S Military Tr 941,000 2,367,000 3,308,000 533,000
2/29/96 Jupiter FL/Military Trail 2,280,000 5,455,000 7,735,000 1,075,000
2/29/96 Lakeworth FL/Lake Worth Rd 737,000 1,861,000 2,598,000 416,000
2/29/96 New Port Richey FL/State rd 54 857,000 2,132,000 2,989,000 459,000
2/29/96 Pompano Beach FL/ W Copans 1,601,000 3,926,000 5,527,000 822,000
2/29/96 Sanford FL/S Orlando Dr 975,000 3,325,000 4,300,000 659,000
3/8/96 Atlanta/Roswell 898,000 3,722,000 4,620,000 736,000
3/31/96 Oakland, CA 1,065,000 2,947,000 4,012,000 611,000
3/31/96 Saratoga, CA 2,339,000 6,185,000 8,524,000 1,199,000
3/31/96 Randallstown, MD 1,359,000 3,674,000 5,033,000 735,000
3/31/96 Plano, TX 650,000 1,784,000 2,434,000 376,000
3/31/96 Houston, TX 543,000 1,485,000 2,028,000 308,000
3/31/96 Irvine, CA 1,920,000 5,353,000 7,273,000 1,078,000
3/31/96 Milwaukee, WI 542,000 1,494,000 2,036,000 307,000
3/31/96 Carrollton, TX 578,000 1,574,000 2,152,000 321,000
3/31/96 Torrance, CA 1,415,000 3,769,000 5,184,000 758,000
3/31/96 Jacksonville, FL 713,000 1,957,000 2,670,000 404,000
3/31/96 Dallas, TX 315,000 881,000 1,196,000 196,000
3/31/96 Houston, TX 669,000 1,993,000 2,662,000 461,000
3/31/96 Baltimore, MD 842,000 2,271,000 3,113,000 455,000
3/31/96 New Haven, CT 668,000 1,699,000 2,367,000 350,000
F-46
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
4/1/96 Chicago/Pulaski - 764,000 1,869,000 118,000 -
4/1/96 Las Vegas/Desert Inn - 1,115,000 2,729,000 92,000 -
4/1/96 Torrance/Crenshaw - 916,000 2,243,000 63,000 -
4/1/96 Weymouth, WA state - 485,000 1,187,000 94,000 -
4/1/96 St. Louis/Barrett Station Road - 630,000 1,542,000 94,000 -
4/1/96 Rockville/Randolph - 1,153,000 2,823,000 92,000 -
4/1/96 Simi Valley/East Street - 970,000 2,374,000 51,000 -
4/1/96 Houston/Westheimer - 1,390,000 3,402,000 870,000 -
4/3/96 Naples, FL - 1,187,000 2,809,000 182,000 -
6/26/96 Boca Raton FL - 3,180,000 7,468,000 687,000 -
6/28/96 Venice FL - 669,000 1,575,000 111,000 -
6/30/96 Las Vegas, NV - 921,000 2,155,000 112,000 -
6/30/96 Bedford Park, IL - 606,000 1,419,000 126,000 -
6/30/96 Los Angeles, CA - 692,000 1,616,000 81,000 -
6/30/96 Silver Spring, MD - 1,513,000 3,535,000 160,000 -
6/30/96 Newark, CA - 1,051,000 2,458,000 72,000 -
6/30/96 Brooklyn, NY - 783,000 1,830,000 301,000 -
7/2/96 Glen Burnie/Furnace Br Rd - 1,755,000 4,150,000 94,000 -
7/22/96 Lakewood/W Hampton - 717,000 2,092,000 52,000 -
8/13/96 Norcross/Holcomb Bridge Rd - 955,000 3,117,000 80,000 -
9/5/96 Spring Valley/S Pascack rd - 1,260,000 2,966,000 188,000 -
9/16/96 Dallas/Royal Lane - 1,008,000 2,426,000 109,000 -
9/16/96 Colorado Springs/Tomah Drive - 731,000 1,759,000 81,000 -
9/16/96 Lewisville/S. Stemmons - 603,000 1,451,000 102,000 -
9/16/96 Las Vegas/Boulder Hwy. - 947,000 2,279,000 100,000 -
9/16/96 Sarasota/S. Tamiami Trail - 584,000 1,407,000 77,000 -
9/16/96 Willow Grove/Maryland Road - 673,000 1,620,000 55,000 -
9/16/96 Houston/W. Montgomery Rd. - 524,000 1,261,000 109,000 -
9/16/96 Denver/W. Hampden - 1,084,000 2,609,000 70,000 -
9/16/96 Littleton/Southpark Way - 922,000 2,221,000 158,000 -
9/16/96 Petaluma/Baywood Drive - 861,000 2,074,000 100,000 -
Gross Carrying Amount
At December 31, 2000
Date ------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------ ----------- ------------ --------------
4/1/96 Chicago/Pulaski 764,000 1,987,000 2,751,000 337,000
4/1/96 Las Vegas/Desert Inn 1,115,000 2,821,000 3,936,000 503,000
4/1/96 Torrance/Crenshaw 916,000 2,306,000 3,222,000 378,000
4/1/96 Weymouth, WA state 485,000 1,281,000 1,766,000 156,000
4/1/96 St. Louis/Barrett Station Road 630,000 1,636,000 2,266,000 254,000
4/1/96 Rockville/Randolph 1,153,000 2,915,000 4,068,000 465,000
4/1/96 Simi Valley/East Street 970,000 2,425,000 3,395,000 396,000
4/1/96 Houston/Westheimer 1,390,000 4,272,000 5,662,000 1,016,000
4/3/96 Naples, FL 1,187,000 2,991,000 4,178,000 634,000
6/26/96 Boca Raton FL 3,180,000 8,155,000 11,335,000 1,565,000
6/28/96 Venice FL 669,000 1,686,000 2,355,000 361,000
6/30/96 Las Vegas, NV 921,000 2,267,000 3,188,000 461,000
6/30/96 Bedford Park, IL 606,000 1,545,000 2,151,000 330,000
6/30/96 Los Angeles, CA 692,000 1,697,000 2,389,000 332,000
6/30/96 Silver Spring, MD 1,513,000 3,695,000 5,208,000 709,000
6/30/96 Newark, CA 1,051,000 2,530,000 3,581,000 476,000
6/30/96 Brooklyn, NY 783,000 2,131,000 2,914,000 445,000
7/2/96 Glen Burnie/Furnace Br Rd 1,755,000 4,244,000 5,999,000 795,000
7/22/96 Lakewood/W Hampton 716,000 2,145,000 2,861,000 398,000
8/13/96 Norcross/Holcomb Bridge Rd 955,000 3,197,000 4,152,000 575,000
9/5/96 Spring Valley/S Pascack rd 1,260,000 3,154,000 4,414,000 619,000
9/16/96 Dallas/Royal Lane 1,008,000 2,535,000 3,543,000 455,000
9/16/96 Colorado Springs/Tomah Drive 731,000 1,840,000 2,571,000 334,000
9/16/96 Lewisville/S. Stemmons 603,000 1,553,000 2,156,000 287,000
9/16/96 Las Vegas/Boulder Hwy. 947,000 2,379,000 3,326,000 427,000
9/16/96 Sarasota/S. Tamiami Trail 584,000 1,484,000 2,068,000 272,000
9/16/96 Willow Grove/Maryland Road 673,000 1,675,000 2,348,000 299,000
9/16/96 Houston/W. Montgomery Rd. 524,000 1,370,000 1,894,000 257,000
9/16/96 Denver/W. Hampden 1,084,000 2,679,000 3,763,000 471,000
9/16/96 Littleton/Southpark Way 922,000 2,379,000 3,301,000 405,000
9/16/96 Petaluma/Baywood Drive 861,000 2,174,000 3,035,000 380,000
F-47
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
9/16/96 Canoga Park/Sherman Way - 1,543,000 3,716,000 88,000 -
9/16/96 Jacksonville/South Lane Ave. - 554,000 1,334,000 120,000 -
9/16/96 Newport News/Warwick Blvd. - 575,000 1,385,000 87,000 -
9/16/96 Greenbrook/Route 22 - 1,227,000 2,954,000 117,000 -
9/16/96 Monsey/Route 59 - 1,068,000 2,572,000 69,000 -
9/16/96 Santa Rosa/Santa Rosa Ave. - 575,000 1,385,000 58,000 -
9/16/96 Fort Worth/Brentwood Stair - 823,000 2,016,000 103,000 -
9/16/96 Glendale/San Fernando Road - 2,500,000 6,124,000 67,000 -
9/16/96 Houston/Harwin - 549,000 1,344,000 93,000 -
9/16/96 Irvine/Cowan Street - 1,890,000 4,631,000 117,000 -
9/16/96 Fairfield/Dixie Highway - 427,000 1,046,000 41,000 -
9/16/96 Mesa/Country Club Drive - 701,000 1,718,000 86,000 -
9/16/96 San Francisco/Geary Blvd. - 2,957,000 7,244,000 128,000 -
9/16/96 Houston/Gulf Freeway - 701,000 1,718,000 96,000 -
9/16/96 Las Vegas/S. Decatur Blvd. - 1,037,000 2,539,000 81,000 -
9/16/96 Tempe/McKellips Road - 823,000 1,972,000 157,000 -
9/16/96 Richland Hills/Airport Fwy. - 473,000 1,158,000 116,000 -
10/11/96 Virginia Beach/Southern Blvd - 282,000 610,000 182,000 -
10/11/96 Chesapeake/Military Hwy - 912,000 1,974,000 272,000 -
10/11/96 Hampton/Pembroke Road - 1,080,000 2,346,000 (288,000) -
10/11/96 Norfolk/Widgeon Road - 1,110,000 2,405,000 (386,000) -
10/11/96 Richmond/Bloom Lane - 1,188,000 2,512,000 (248,000) -
10/11/96 Richmond/Midlothian Park - 762,000 1,588,000 352,000 -
10/11/96 Roanoke/Peters Creek Road - 819,000 1,776,000 185,000 -
10/11/96 Orlando/E Oakridge Rd - 927,000 2,020,000 142,000 -
10/11/96 Orlando/South Hwy 17-92 - 1,170,000 2,549,000 149,000 -
10/25/96 Austin/Renelli - 1,710,000 3,990,000 151,000 -
10/25/96 Austin/Santiago - 900,000 2,100,000 127,000 -
10/25/96 Dallas/East N.W. Highway - 698,000 1,628,000 107,000 -
10/25/96 Dallas/Denton Drive - 900,000 2,100,000 114,000 -
10/25/96 Houston/Hempstead - 518,000 1,207,000 157,000 -
10/25/96 Pasadena/So. Shaver - 420,000 980,000 94,000 -
10/31/96 Houston/Joel Wheaton Rd - 465,000 1,085,000 135,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
9/16/96 Canoga Park/Sherman Way 1,543,000 3,804,000 5,347,000 658,000
9/16/96 Jacksonville/South Lane Ave. 554,000 1,454,000 2,008,000 288,000
9/16/96 Newport News/Warwick Blvd. 575,000 1,472,000 2,047,000 270,000
9/16/96 Greenbrook/Route 22 1,227,000 3,071,000 4,298,000 544,000
9/16/96 Monsey/Route 59 1,068,000 2,641,000 3,709,000 456,000
9/16/96 Santa Rosa/Santa Rosa Ave. 575,000 1,443,000 2,018,000 252,000
9/16/96 Fort Worth/Brentwood Stair 823,000 2,119,000 2,942,000 390,000
9/16/96 Glendale/San Fernando Road 2,500,000 6,191,000 8,691,000 1,051,000
9/16/96 Houston/Harwin 549,000 1,437,000 1,986,000 273,000
9/16/96 Irvine/Cowan Street 1,890,000 4,748,000 6,638,000 828,000
9/16/96 Fairfield/Dixie Highway 427,000 1,087,000 1,514,000 193,000
9/16/96 Mesa/Country Club Drive 701,000 1,804,000 2,505,000 319,000
9/16/96 San Francisco/Geary Blvd. 2,957,000 7,372,000 10,329,000 1,262,000
9/16/96 Houston/Gulf Freeway 701,000 1,814,000 2,515,000 337,000
9/16/96 Las Vegas/S. Decatur Blvd. 1,037,000 2,620,000 3,657,000 468,000
9/16/96 Tempe/McKellips Road 823,000 2,129,000 2,952,000 383,000
9/16/96 Richland Hills/Airport Fwy. 473,000 1,274,000 1,747,000 251,000
10/11/96 Virginia Beach/Southern Blvd 282,000 792,000 1,074,000 203,000
10/11/96 Chesapeake/Military Hwy 912,000 2,246,000 3,158,000 476,000
10/11/96 Hampton/Pembroke Road 1,115,000 2,023,000 3,138,000 496,000
10/11/96 Norfolk/Widgeon Road 1,146,000 1,983,000 3,129,000 479,000
10/11/96 Richmond/Bloom Lane 1,227,000 2,225,000 3,452,000 480,000
10/11/96 Richmond/Midlothian Park 762,000 1,940,000 2,702,000 486,000
10/11/96 Roanoke/Peters Creek Road 819,000 1,961,000 2,780,000 391,000
10/11/96 Orlando/E Oakridge Rd 927,000 2,162,000 3,089,000 409,000
10/11/96 Orlando/South Hwy 17-92 1,170,000 2,698,000 3,868,000 498,000
10/25/96 Austin/Renelli 1,710,000 4,141,000 5,851,000 758,000
10/25/96 Austin/Santiago 900,000 2,227,000 3,127,000 425,000
10/25/96 Dallas/East N.W. Highway 698,000 1,735,000 2,433,000 319,000
10/25/96 Dallas/Denton Drive 900,000 2,214,000 3,114,000 409,000
10/25/96 Houston/Hempstead 518,000 1,364,000 1,882,000 295,000
10/25/96 Pasadena/So. Shaver 420,000 1,074,000 1,494,000 210,000
10/31/96 Houston/Joel Wheaton Rd 465,000 1,220,000 1,685,000 234,000
F-48
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
10/31/96 Mt Holly/541 Bypass - 360,000 840,000 104,000 -
11/13/96 Town East/Mesquite - 330,000 770,000 97,000 -
11/14/96 Bossier City LA - 633,000 1,488,000 (179,000) -
12/5/96 Lake Forest/Bake Parkway - 971,000 2,173,000 556,000 -
12/16/96 Cherry Hill/Old Cuthbert - 645,000 1,505,000 189,000 -
12/16/96 Oklahoma City/SW 74th Exprw. - 375,000 875,000 86,000 -
12/16/96 Oklahoma City/S Santa Fe - 360,000 840,000 113,000 -
12/16/96 Oklahoma City/S. May - 360,000 840,000 109,000 -
12/16/96 Arlington/S. Watson Rd. - 930,000 2,170,000 355,000 -
12/16/96 Richardson/E. Arapaho - 1,290,000 3,010,000 174,000 -
12/23/96 Upper Darby/Lansdowne - 899,000 2,272,000 88,000 -
12/23/96 Plymouth Meeting /Chemical - 1,109,000 2,802,000 83,000 -
12/23/96 Philadelphia/Byberry - 1,019,000 2,575,000 83,000 -
12/23/96 Ft. Lauderdale/State Road - 1,199,000 3,030,000 111,000 -
12/23/96 Englewood/Costilla - 1,739,000 4,393,000 70,000 -
12/23/96 Lilburn/Beaver Ruin Road - 600,000 1,515,000 99,000 -
12/23/96 Carmichael/Fair Oaks - 809,000 2,045,000 135,000 -
12/23/96 Portland/Division Street - 989,000 2,499,000 101,000 -
12/23/96 Napa/Industrial - 660,000 1,666,000 94,000 -
12/23/96 Wheatridge/W. 44th Avenue - 1,439,000 3,636,000 76,000 -
12/23/96 Las Vegas/Charleston - 1,049,000 2,651,000 66,000 -
12/23/96 Las Vegas/South Arvill - 929,000 2,348,000 58,000 -
12/23/96 Los Angeles/Santa Monica - 3,328,000 8,407,000 119,000 -
12/23/96 Warren/Schoenherr Rd. - 749,000 1,894,000 82,000 -
12/23/96 Portland/N.E. 71st Avenue - 869,000 2,196,000 139,000 -
12/23/96 Seattle/Pacific Hwy. South - 689,000 1,742,000 155,000 -
12/23/96 Broadview/S. 25th Avenue - 1,289,000 3,257,000 123,000 -
12/23/96 Winter Springs/W. St. Rte 434 - 689,000 1,742,000 79,000 -
12/23/96 Tampa/15th Street - 420,000 1,060,000 140,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
10/31/96 Mt Holly/541 Bypass 360,000 944,000 1,304,000 174,000
11/13/96 Town East/Mesquite 330,000 867,000 1,197,000 166,000
11/14/96 Bossier City LA 654,000 1,288,000 1,942,000 254,000
12/5/96 Lake Forest/Bake Parkway 973,000 2,727,000 3,700,000 374,000
12/16/96 Cherry Hill/Old Cuthbert 645,000 1,694,000 2,339,000 313,000
12/16/96 Oklahoma City/SW 74th Exprw. 375,000 961,000 1,336,000 184,000
12/16/96 Oklahoma City/S Santa Fe 360,000 953,000 1,313,000 183,000
12/16/96 Oklahoma City/S. May 360,000 949,000 1,309,000 185,000
12/16/96 Arlington/S. Watson Rd. 930,000 2,525,000 3,455,000 489,000
12/16/96 Richardson/E. Arapaho 1,290,000 3,184,000 4,474,000 561,000
12/23/96 Upper Darby/Lansdowne 899,000 2,360,000 3,259,000 406,000
12/23/96 Plymouth Meeting /Chemical 1,109,000 2,885,000 3,994,000 193,000
12/23/96 Philadelphia/Byberry 1,019,000 2,658,000 3,677,000 463,000
12/23/96 Ft. Lauderdale/State Road 1,199,000 3,141,000 4,340,000 541,000
12/23/96 Englewood/Costilla 1,739,000 4,463,000 6,202,000 745,000
12/23/96 Lilburn/Beaver Ruin Road 600,000 1,614,000 2,214,000 274,000
12/23/96 Carmichael/Fair Oaks 809,000 2,180,000 2,989,000 374,000
12/23/96 Portland/Division Street 989,000 2,600,000 3,589,000 446,000
12/23/96 Napa/Industrial 660,000 1,760,000 2,420,000 319,000
12/23/96 Wheatridge/W. 44th Avenue 1,439,000 3,712,000 5,151,000 618,000
12/23/96 Las Vegas/Charleston 1,049,000 2,717,000 3,766,000 461,000
12/23/96 Las Vegas/South Arvill 929,000 2,406,000 3,335,000 414,000
12/23/96 Los Angeles/Santa Monica 3,328,000 8,526,000 11,854,000 1,427,000
12/23/96 Warren/Schoenherr Rd. 749,000 1,976,000 2,725,000 345,000
12/23/96 Portland/N.E. 71st Avenue 869,000 2,335,000 3,204,000 415,000
12/23/96 Seattle/Pacific Hwy. South 689,000 1,897,000 2,586,000 333,000
12/23/96 Broadview/S. 25th Avenue 1,289,000 3,380,000 4,669,000 578,000
12/23/96 Winter Springs/W. St. Rte 434 689,000 1,821,000 2,510,000 323,000
12/23/96 Tampa/15th Street 420,000 1,200,000 1,620,000 227,000
F-49
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
12/23/96 Pompano Beach/S. Dixie Hwy. - 930,000 2,292,000 194,000 -
12/23/96 Overland Park/Mastin - 990,000 2,440,000 71,000 -
12/23/96 Auburn/R Street - 690,000 1,700,000 119,000 -
12/23/96 Federal Heights/W. 48th Ave. - 720,000 1,774,000 49,000 -
12/23/96 Decatur/Covington - 930,000 2,292,000 107,000 -
12/23/96 Forest Park/Jonesboro Rd. - 540,000 1,331,000 104,000 -
12/23/96 Mangonia Park/Australian Ave. - 840,000 2,070,000 97,000 -
12/23/96 Whittier/Colima - 540,000 1,331,000 66,000 -
12/23/96 Kent/Pacific Hwy South - 930,000 2,292,000 115,000 -
12/23/96 Topeka/8th Street - 150,000 370,000 93,000 -
12/23/96 Denver East Evans - 1,740,000 4,288,000 101,000 -
12/23/96 Pittsburgh/California Ave. - 630,000 1,552,000 86,000 -
12/23/96 Ft. Lauderdale/Powerline - 660,000 1,626,000 132,000 -
12/23/96 Philadelphia/Oxford - 900,000 2,218,000 84,000 -
12/23/96 Dallas/Lemmon Ave. - 1,710,000 4,214,000 104,000 -
12/23/96 Eagle Rock/Colorado - 330,000 813,000 380,000 -
12/23/96 Alsip/115th Street - 750,000 1,848,000 108,000 -
12/23/96 Green Acres/Jog Road - 600,000 1,479,000 84,000 -
12/23/96 Pompano Beach/Sample Road - 1,320,000 3,253,000 100,000 -
12/23/96 Wyndmoor/Ivy Hill - 2,160,000 5,323,000 113,000 -
12/23/96 W. Palm Beach/Belvedere - 960,000 2,366,000 111,000 -
12/23/96 Renton 174th St. - 960,000 2,366,000 96,000 -
12/23/96 Sacramento/Northgate - 1,021,000 2,647,000 98,000 -
12/23/96 Phoenix/19th Avenue - 991,000 2,569,000 96,000 -
12/23/96 Bedford Park/Cicero - 1,321,000 3,426,000 136,000 -
12/23/96 Lake Worth/Lk Worth - 1,111,000 2,880,000 97,000 -
12/23/96 Arlington/Algonquin - 991,000 2,569,000 191,000 -
12/23/96 Seattle/15th Avenue NE - 781,000 2,024,000 97,000 -
12/23/96 Southington/Spring - 811,000 2,102,000 89,000 -
12/23/96 Clifton/Broad Street - 1,411,000 3,659,000 81,000 -
12/23/96 Hillside/Glenwood - 563,000 4,051,000 144,000 -
Gross Carrying Amount
At December 31, 2000
Date ------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------ ----------- ------------ --------------
12/23/96 Pompano Beach/S. Dixie Hwy. 930,000 2,486,000 3,416,000 456,000
12/23/96 Overland Park/Mastin 990,000 2,511,000 3,501,000 428,000
12/23/96 Auburn/R Street 690,000 1,819,000 2,509,000 329,000
12/23/96 Federal Heights/W. 48th Ave. 720,000 1,823,000 2,543,000 306,000
12/23/96 Decatur/Covington 930,000 2,399,000 3,329,000 408,000
12/23/96 Forest Park/Jonesboro Rd. 540,000 1,435,000 1,975,000 270,000
12/23/96 Mangonia Park/Australian Ave. 840,000 2,167,000 3,007,000 379,000
12/23/96 Whittier/Colima 540,000 1,397,000 1,937,000 249,000
12/23/96 Kent/Pacific Hwy South 930,000 2,407,000 3,337,000 424,000
12/23/96 Topeka/8th Street 150,000 463,000 613,000 103,000
12/23/96 Denver East Evans 1,740,000 4,389,000 6,129,000 750,000
12/23/96 Pittsburgh/California Ave. 630,000 1,638,000 2,268,000 296,000
12/23/96 Ft. Lauderdale/Powerline 660,000 1,758,000 2,418,000 333,000
12/23/96 Philadelphia/Oxford 900,000 2,302,000 3,202,000 394,000
12/23/96 Dallas/Lemmon Ave. 1,710,000 4,318,000 6,028,000 735,000
12/23/96 Eagle Rock/Colorado 341,000 1,182,000 1,523,000 141,000
12/23/96 Alsip/115th Street 750,000 1,956,000 2,706,000 368,000
12/23/96 Green Acres/Jog Road 600,000 1,563,000 2,163,000 275,000
12/23/96 Pompano Beach/Sample Road 1,320,000 3,353,000 4,673,000 581,000
12/23/96 Wyndmoor/Ivy Hill 2,160,000 5,436,000 7,596,000 910,000
12/23/96 W. Palm Beach/Belvedere 960,000 2,477,000 3,437,000 435,000
12/23/96 Renton 174th St. 960,000 2,462,000 3,422,000 427,000
12/23/96 Sacramento/Northgate 1,021,000 2,745,000 3,766,000 475,000
12/23/96 Phoenix/19th Avenue 991,000 2,665,000 3,656,000 447,000
12/23/96 Bedford Park/Cicero 1,321,000 3,562,000 4,883,000 613,000
12/23/96 Lake Worth/Lk Worth 1,111,000 2,977,000 4,088,000 512,000
12/23/96 Arlington/Algonquin 991,000 2,760,000 3,751,000 492,000
12/23/96 Seattle/15th Avenue NE 781,000 2,121,000 2,902,000 368,000
12/23/96 Southington/Spring 811,000 2,191,000 3,002,000 389,000
12/23/96 Clifton/Broad Street 1,411,000 3,740,000 5,151,000 626,000
12/23/96 Hillside/Glenwood 563,000 4,195,000 4,758,000 744,000
F-50
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
12/23/96 Nashville/Dickerson Pike - 990,000 2,440,000 151,000 -
12/23/96 Madison/Gallatin Road - 780,000 1,922,000 136,000 -
12/30/96 Concorde/Treat - 1,396,000 3,258,000 85,000 -
12/30/96 Virginia Beach - 535,000 1,248,000 72,000 -
12/30/96 San Mateo - 2,408,000 5,619,000 114,000 -
1/22/97 Austin, 1033 E. 41 Street - 257,000 3,633,000 26,000 -
4/12/97 Annandale / Backlick - 955,000 2,229,000 272,000 -
4/12/97 Ft. Worth / West Freeway - 667,000 1,556,000 223,000 -
4/12/97 Campbell / S. Curtner - 2,550,000 5,950,000 630,000 -
4/12/97 Aurora / S. Idalia - 1,002,000 2,338,000 282,000 -
4/12/97 Santa Cruz / Capitola - 1,037,000 2,420,000 276,000 -
4/12/97 Indianapolis / Lafayette Road - 682,000 1,590,000 254,000 -
4/12/97 Indianapolis / Route 31 - 619,000 1,444,000 231,000 -
4/12/97 Farmingdale / Broad Hollow Rd. - 1,568,000 3,658,000 496,000 -
4/12/97 Tyson's Corner / Springhill Rd. - 3,861,000 9,010,000 1,113,000 -
4/12/97 Fountain Valley / Newhope - 1,137,000 2,653,000 289,000 -
4/12/97 Dallas / Winsted - 1,375,000 3,209,000 414,000 -
4/12/97 Columbia / Broad River Rd. - 121,000 282,000 126,000 -
4/12/97 Livermore / S. Front Road - 876,000 2,044,000 162,000 -
4/12/97 Garland / Plano - 889,000 2,073,000 192,000 -
4/12/97 San Jose / Story Road - 1,352,000 3,156,000 292,000 -
4/12/97 Aurora / Abilene - 1,406,000 3,280,000 290,000 -
4/12/97 Antioch / Sunset Drive - 1,035,000 2,416,000 187,000 -
4/12/97 Rancho Cordova / Sunrise - 1,048,000 2,445,000 268,000 -
4/12/97 Berlin / Wilbur Cross - 756,000 1,764,000 201,000 -
4/12/97 Whittier / Whittier Blvd. - 648,000 1,513,000 121,000 -
4/12/97 Peabody / Newbury Street - 1,159,000 2,704,000 253,000 -
4/12/97 Denver / Blake - 602,000 1,405,000 133,000 -
4/12/97 Evansville / Green River Road - 470,000 1,096,000 123,000 -
4/12/97 Burien / First Ave. So. - 792,000 1,847,000 181,000 -
4/12/97 Rancho Cordova / Mather Field - 494,000 1,153,000 130,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
12/23/96 Nashville/Dickerson Pike 990,000 2,591,000 3,581,000 454,000
12/23/96 Madison/Gallatin Road 780,000 2,058,000 2,838,000 378,000
12/30/96 Concorde/Treat 1,396,000 3,343,000 4,739,000 568,000
12/30/96 Virginia Beach 535,000 1,320,000 1,855,000 240,000
12/30/96 San Mateo 2,408,000 5,733,000 8,141,000 953,000
1/22/97 Austin, 1033 E. 41 Street 257,000 3,659,000 3,916,000 568,000
4/12/97 Annandale / Backlick 955,000 2,501,000 3,456,000 388,000
4/12/97 Ft. Worth / West Freeway 667,000 1,779,000 2,446,000 286,000
4/12/97 Campbell / S. Curtner 2,550,000 6,580,000 9,130,000 989,000
4/12/97 Aurora / S. Idalia 1,002,000 2,620,000 3,622,000 403,000
4/12/97 Santa Cruz / Capitola 1,037,000 2,696,000 3,733,000 415,000
4/12/97 Indianapolis / Lafayette Road 682,000 1,844,000 2,526,000 299,000
4/12/97 Indianapolis / Route 31 619,000 1,675,000 2,294,000 271,000
4/12/97 Farmingdale / Broad Hollow Rd. 1,568,000 4,154,000 5,722,000 655,000
4/12/97 Tyson's Corner / Springhill Rd. 3,861,000 10,123,000 13,984,000 1,521,000
4/12/97 Fountain Valley / Newhope 1,137,000 2,942,000 4,079,000 448,000
4/12/97 Dallas / Winsted 1,375,000 3,623,000 4,998,000 570,000
4/12/97 Columbia / Broad River Rd. 121,000 408,000 529,000 91,000
4/12/97 Livermore / S. Front Road 876,000 2,206,000 3,082,000 339,000
4/12/97 Garland / Plano 889,000 2,265,000 3,154,000 359,000
4/12/97 San Jose / Story Road 1,352,000 3,448,000 4,800,000 530,000
4/12/97 Aurora / Abilene 1,406,000 3,570,000 4,976,000 544,000
4/12/97 Antioch / Sunset Drive 1,035,000 2,603,000 3,638,000 401,000
4/12/97 Rancho Cordova / Sunrise 1,048,000 2,713,000 3,761,000 421,000
4/12/97 Berlin / Wilbur Cross 756,000 1,965,000 2,721,000 322,000
4/12/97 Whittier / Whittier Blvd. 648,000 1,634,000 2,282,000 252,000
4/12/97 Peabody / Newbury Street 1,159,000 2,957,000 4,116,000 456,000
4/12/97 Denver / Blake 602,000 1,538,000 2,140,000 243,000
4/12/97 Evansville / Green River Road 470,000 1,219,000 1,689,000 199,000
4/12/97 Burien / First Ave. So. 792,000 2,028,000 2,820,000 321,000
4/12/97 Rancho Cordova / Mather Field 494,000 1,283,000 1,777,000 216,000
F-51
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
4/12/97 Sugar Land / Eldridge - 705,000 1,644,000 173,000 -
4/12/97 Columbus / Eastland Drive - 602,000 1,405,000 164,000 -
4/12/97 Slickerville / Black Horse Pike - 539,000 1,258,000 147,000 -
4/12/97 Seattle / Aurora - 1,145,000 2,671,000 221,000 -
4/12/97 Gaithersburg / Christopher Ave. - 972,000 2,268,000 218,000 -
4/12/97 Manchester / Tolland Turnpike - 807,000 1,883,000 171,000 -
6/25/97 Kirkland-Totem - 2,131,000 4,972,000 125,000 -
6/25/97 Idianapolis - 471,000 1,098,000 46,000 -
6/25/97 Dallas - 699,000 1,631,000 36,000 -
6/25/97 Atlanta - 1,183,000 2,761,000 60,000 -
6/25/97 Bensalem - 1,159,000 2,705,000 10,000 -
6/25/97 Evansville - 429,000 1,000,000 31,000 -
6/25/97 Austin - 813,000 1,897,000 11,000 -
6/25/97 Harbor City - 1,244,000 2,904,000 99,000 -
6/25/97 Birmingham - 539,000 1,258,000 34,000 -
6/25/97 Sacramento - 489,000 1,396,000 (229,000) -
6/25/97 Carrollton - 441,000 1,029,000 17,000 -
6/25/97 La Habra - 822,000 1,918,000 27,000 -
6/25/97 Lombard - 1,527,000 3,564,000 1,686,000 -
6/25/97 Fairfield - 740,000 1,727,000 4,000 -
6/25/97 Seattle - 1,498,000 3,494,000 215,000 -
6/25/97 Bellevue - 1,653,000 3,858,000 34,000 -
6/25/97 Citrus Heights - 642,000 1,244,000 367,000 -
6/25/97 San Jose - 1,273,000 2,971,000 (11,000) -
6/25/97 Stanton - 948,000 2,212,000 (6,000) -
6/25/97 Garland - 486,000 1,135,000 30,000 -
6/25/97 Westford - 857,000 1,999,000 26,000 -
6/25/97 Dallas - 1,627,000 3,797,000 483,000 -
6/25/97 Wheat Ridge - 1,054,000 2,459,000 281,000 -
6/25/97 Berlin - 825,000 1,925,000 217,000 -
6/25/97 Gretna - 1,069,000 2,494,000 336,000 -
Gross Carrying Amount
At December 31, 2000
Date ------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------ ----------- ------------ --------------
4/12/97 Sugar Land / Eldridge 705,000 1,817,000 2,522,000 295,000
4/12/97 Columbus / Eastland Drive 602,000 1,569,000 2,171,000 257,000
4/12/97 Slickerville / Black Horse Pike 539,000 1,405,000 1,944,000 227,000
4/12/97 Seattle / Aurora 1,145,000 2,892,000 4,037,000 447,000
4/12/97 Gaithersburg / Christopher Ave. 972,000 2,486,000 3,458,000 390,000
4/12/97 Manchester / Tolland Turnpike 807,000 2,054,000 2,861,000 326,000
6/25/97 Kirkland-Totem 2,131,000 5,097,000 7,228,000 766,000
6/25/97 Idianapolis 471,000 1,144,000 1,615,000 178,000
6/25/97 Dallas 699,000 1,667,000 2,366,000 260,000
6/25/97 Atlanta 1,183,000 2,821,000 4,004,000 415,000
6/25/97 Bensalem 1,159,000 2,715,000 3,874,000 402,000
6/25/97 Evansville 429,000 1,031,000 1,460,000 155,000
6/25/97 Austin 813,000 1,908,000 2,721,000 286,000
6/25/97 Harbor City 1,244,000 3,003,000 4,247,000 472,000
6/25/97 Birmingham 539,000 1,292,000 1,831,000 201,000
6/25/97 Sacramento 489,000 1,167,000 1,656,000 173,000
6/25/97 Carrollton 441,000 1,046,000 1,487,000 158,000
6/25/97 La Habra 822,000 1,945,000 2,767,000 294,000
6/25/97 Lombard 2,047,000 4,730,000 6,777,000 634,000
6/25/97 Fairfield 740,000 1,731,000 2,471,000 261,000
6/25/97 Seattle 1,498,000 3,709,000 5,207,000 619,000
6/25/97 Bellevue 1,653,000 3,892,000 5,545,000 590,000
6/25/97 Citrus Heights 642,000 1,611,000 2,253,000 253,000
6/25/97 San Jose 1,273,000 2,960,000 4,233,000 431,000
6/25/97 Stanton 948,000 2,206,000 3,154,000 322,000
6/25/97 Garland 486,000 1,165,000 1,651,000 180,000
6/25/97 Westford 857,000 2,025,000 2,882,000 308,000
6/25/97 Dallas 1,627,000 4,280,000 5,907,000 642,000
6/25/97 Wheat Ridge 1,054,000 2,740,000 3,794,000 402,000
6/25/97 Berlin 825,000 2,142,000 2,967,000 311,000
6/25/97 Gretna 1,069,000 2,830,000 3,899,000 434,000
F-52
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
6/25/97 Spring - 461,000 1,077,000 159,000 -
6/25/97 Sacramento - 592,000 1,380,000 842,000 -
6/25/97 Houston/South Dairyashford - 856,000 1,997,000 256,000 -
6/25/97 Naperville - 1,108,000 2,585,000 305,000 -
6/25/97 Carrollton - 1,158,000 2,702,000 376,000 -
6/25/97 Waipahu - 1,620,000 3,780,000 479,000 -
6/25/97 Davis - 628,000 1,465,000 200,000 -
6/25/97 Decatur - 951,000 2,220,000 304,000 -
6/25/97 Jacksonville - 653,000 1,525,000 225,000 -
6/25/97 Chicoppe - 663,000 1,546,000 254,000 -
6/25/97 Alexandria - 1,533,000 3,576,000 412,000 -
6/25/97 Houston/Veterans Memorial Dr. - 458,000 1,070,000 156,000 -
6/25/97 Los Angeles/Olympic - 4,392,000 10,247,000 1,183,000 -
6/25/97 Littleton - 1,340,000 3,126,000 398,000 -
6/25/97 Metairie - 1,229,000 2,868,000 394,000 -
6/25/97 Louisville - 717,000 1,672,000 230,000 -
6/25/97 East Hazel Crest - 753,000 1,757,000 243,000 -
6/25/97 Edmonds - 1,187,000 2,770,000 381,000 -
6/25/97 Foster City - 1,064,000 2,483,000 302,000 -
6/25/97 Chicago - 1,160,000 2,708,000 357,000 -
6/25/97 Philadelphia - 924,000 2,155,000 277,000 -
6/25/97 Dallas/Vilbig Rd. - 508,000 1,184,000 191,000 -
6/25/97 Staten Island - 1,676,000 3,910,000 491,000 -
6/25/97 Pelham Manor - 1,209,000 2,820,000 380,000 -
6/25/97 Irving - 469,000 1,093,000 179,000 -
6/25/97 Elk Grove - 642,000 1,497,000 207,000 -
6/25/97 LAX - 1,312,000 3,062,000 419,000 -
6/25/97 Denver - 1,316,000 3,071,000 415,000 -
6/25/97 Plano - 1,369,000 3,193,000 378,000 -
6/25/97 Lynnwood - 839,000 1,959,000 310,000 -
6/25/97 Lilburn - 507,000 1,182,000 296,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
6/25/97 Spring 461,000 1,236,000 1,697,000 189,000
6/25/97 Sacramento 720,000 2,094,000 2,814,000 277,000
6/25/97 Houston/South Dairyashford 856,000 2,253,000 3,109,000 342,000
6/25/97 Naperville 1,108,000 2,890,000 3,998,000 428,000
6/25/97 Carrollton 1,158,000 3,078,000 4,236,000 472,000
6/25/97 Waipahu 1,620,000 4,259,000 5,879,000 631,000
6/25/97 Davis 628,000 1,665,000 2,293,000 251,000
6/25/97 Decatur 951,000 2,524,000 3,475,000 371,000
6/25/97 Jacksonville 653,000 1,750,000 2,403,000 276,000
6/25/97 Chicoppe 663,000 1,800,000 2,463,000 284,000
6/25/97 Alexandria 1,533,000 3,988,000 5,521,000 579,000
6/25/97 Houston/Veterans Memorial Dr. 458,000 1,226,000 1,684,000 185,000
6/25/97 Los Angeles/Olympic 4,392,000 11,430,000 15,822,000 1,671,000
6/25/97 Littleton 1,340,000 3,524,000 4,864,000 523,000
6/25/97 Metairie 1,229,000 3,262,000 4,491,000 498,000
6/25/97 Louisville 717,000 1,902,000 2,619,000 287,000
6/25/97 East Hazel Crest 753,000 2,000,000 2,753,000 299,000
6/25/97 Edmonds 1,187,000 3,151,000 4,338,000 465,000
6/25/97 Foster City 1,064,000 2,785,000 3,849,000 405,000
6/25/97 Chicago 1,160,000 3,065,000 4,225,000 455,000
6/25/97 Philadelphia 924,000 2,432,000 3,356,000 357,000
6/25/97 Dallas/Vilbig Rd. 508,000 1,375,000 1,883,000 213,000
6/25/97 Staten Island 1,676,000 4,401,000 6,077,000 644,000
6/25/97 Pelham Manor 1,209,000 3,200,000 4,409,000 467,000
6/25/97 Irving 469,000 1,272,000 1,741,000 201,000
6/25/97 Elk Grove 642,000 1,704,000 2,346,000 254,000
6/25/97 LAX 1,312,000 3,481,000 4,793,000 525,000
6/25/97 Denver 1,316,000 3,486,000 4,802,000 513,000
6/25/97 Plano 1,369,000 3,571,000 4,940,000 519,000
6/25/97 Lynnwood 839,000 2,269,000 3,108,000 337,000
6/25/97 Lilburn 507,000 1,478,000 1,985,000 220,000
F-53
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
6/25/97 Parma - 881,000 2,055,000 420,000 -
6/25/97 Davie - 1,086,000 2,533,000 540,000 -
6/25/97 Allen Park - 953,000 2,223,000 449,000 -
6/25/97 Aurora - 808,000 1,886,000 369,000 -
6/25/97 San Diego/16th Street - 932,000 2,175,000 506,000 -
6/25/97 Sterling Heights - 766,000 1,787,000 375,000 -
6/25/97 East L.A./Boyle Heights - 957,000 2,232,000 448,000 -
6/25/97 Springfield/Alban Station - 1,317,000 3,074,000 606,000 -
6/25/97 Littleton - 868,000 2,026,000 392,000 -
6/25/97 Sacramento/57th Street - 869,000 2,029,000 444,000 -
6/25/97 L.A./Venice Blvd. - 523,000 1,221,000 1,842,000 -
6/25/97 Miami - 1,762,000 4,111,000 793,000 -
8/13/97 Santa Monica / Wilshire Blvd. - 2,040,000 4,760,000 232,000 -
10/1/97 Marietta /Austell Rd - 398,000 1,326,000 220,000 458,000
10/1/97 Denver / Leetsdale - 1,407,000 1,682,000 140,000 577,000
10/1/97 Baltimore / York Road - 1,538,000 1,952,000 200,000 671,000
10/1/97 Bolingbrook - 737,000 1,776,000 164,000 602,000
10/1/97 Kent / Central - 483,000 1,321,000 148,000 452,000
10/1/97 Geneva / Roosevelt - 355,000 1,302,000 128,000 446,000
10/1/97 Denver / Sheridan - 429,000 1,105,000 97,000 382,000
10/1/97 Mountlake Terrace - 1,017,000 1,783,000 201,000 606,000
10/1/97 Carol Stream/ St.Charles - 185,000 1,187,000 133,000 410,000
10/1/97 Marietta / Cobb Park - 420,000 1,131,000 217,000 407,000
10/1/97 Venice / Rose - 5,468,000 5,478,000 586,000 1,835,000
10/1/97 Ventura / Ventura Blvd - 911,000 2,227,000 204,000 764,000
10/1/97 Studio City/ Ventura - 2,421,000 1,610,000 135,000 539,000
10/1/97 Madison Heights - 428,000 1,686,000 2,011,000 562,000
10/1/97 Lax / Imperial - 1,662,000 2,079,000 148,000 710,000
10/1/97 Justice / Industrial - 233,000 1,181,000 112,000 402,000
10/1/97 Burbank / San Fernando - 1,825,000 2,210,000 178,000 749,000
10/1/97 Pinole / Appian Way - 728,000 1,827,000 161,000 621,000
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
6/25/97 Parma 881,000 2,475,000 3,356,000 364,000
6/25/97 Davie 1,086,000 3,073,000 4,159,000 471,000
6/25/97 Allen Park 953,000 2,672,000 3,625,000 393,000
6/25/97 Aurora 808,000 2,255,000 3,063,000 325,000
6/25/97 San Diego/16th Street 932,000 2,681,000 3,613,000 412,000
6/25/97 Sterling Heights 766,000 2,162,000 2,928,000 319,000
6/25/97 East L.A./Boyle Heights 957,000 2,680,000 3,637,000 392,000
6/25/97 Springfield/Alban Station 1,317,000 3,680,000 4,997,000 538,000
6/25/97 Littleton 868,000 2,418,000 3,286,000 348,000
6/25/97 Sacramento/57th Street 869,000 2,473,000 3,342,000 365,000
6/25/97 L.A./Venice Blvd. 540,000 3,046,000 3,586,000 233,000
6/25/97 Miami 1,762,000 4,904,000 6,666,000 722,000
8/13/97 Santa Monica / Wilshire Blvd. 2,040,000 4,992,000 7,032,000 750,000
10/1/97 Marietta /Austell Rd 398,000 2,004,000 2,402,000 300,000
10/1/97 Denver / Leetsdale 1,407,000 2,399,000 3,806,000 375,000
10/1/97 Baltimore / York Road 1,538,000 2,823,000 4,361,000 428,000
10/1/97 Bolingbrook 737,000 2,542,000 3,279,000 383,000
10/1/97 Kent / Central 483,000 1,921,000 2,404,000 292,000
10/1/97 Geneva / Roosevelt 355,000 1,876,000 2,231,000 291,000
10/1/97 Denver / Sheridan 429,000 1,584,000 2,013,000 248,000
10/1/97 Mountlake Terrace 1,017,000 2,590,000 3,607,000 375,000
10/1/97 Carol Stream/ St.Charles 185,000 1,730,000 1,915,000 254,000
10/1/97 Marietta / Cobb Park 420,000 1,755,000 2,175,000 258,000
10/1/97 Venice / Rose 5,468,000 7,899,000 13,367,000 1,061,000
10/1/97 Ventura / Ventura Blvd 911,000 3,195,000 4,106,000 465,000
10/1/97 Studio City/ Ventura 2,421,000 2,284,000 4,705,000 345,000
10/1/97 Madison Heights 428,000 4,259,000 4,687,000 333,000
10/1/97 Lax / Imperial 1,662,000 2,937,000 4,599,000 436,000
10/1/97 Justice / Industrial 233,000 1,695,000 1,928,000 260,000
10/1/97 Burbank / San Fernando 1,825,000 3,137,000 4,962,000 453,000
10/1/97 Pinole / Appian Way 728,000 2,609,000 3,337,000 382,000
F-54
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
10/1/97 Denver / Tamarac Park - 2,545,000 1,692,000 257,000 625,000
10/1/97 Gresham / Powell - 322,000 1,298,000 184,000 441,000
10/1/97 Warren / Mound Road - 268,000 1,025,000 130,000 345,000
10/1/97 Woodside/Brooklyn - 5,016,000 3,950,000 230,000 1,352,000
10/1/97 Enfield / Elm Street - 399,000 1,900,000 232,000 641,000
10/1/97 Roselle / Lake Street - 312,000 1,411,000 166,000 487,000
10/1/97 Milwaukee / Appleton - 324,000 1,385,000 143,000 468,000
10/1/97 Emeryville / Bay St - 1,602,000 1,830,000 133,000 622,000
10/1/97 Monterey / Del Rey - 257,000 1,048,000 169,000 351,000
10/1/97 San Leandro / Washington - 660,000 1,142,000 138,000 390,000
10/1/97 Boca Raton / N.W. 20 - 1,140,000 2,256,000 347,000 774,000
10/1/97 Washington Dc/So Capital - 1,437,000 4,489,000 377,000 1,519,000
10/1/97 Lynn / Lynnway - 463,000 3,059,000 293,000 1,058,000
10/1/97 Pompano Beach - 1,077,000 1,527,000 493,000 528,000
10/1/97 Lake Oswego/ N.State - 465,000 1,956,000 233,000 664,000
10/1/97 Daly City / Mission - 389,000 2,921,000 219,000 950,000
10/1/97 Odenton / Route 175 - 456,000 2,104,000 182,000 714,000
10/1/97 Novato / Landing - 2,416,000 3,496,000 201,000 49,000
10/1/97 St. Louis / Lindberg - 584,000 1,508,000 182,000 23,000
10/1/97 Oakland/International - 358,000 1,568,000 183,000 24,000
10/1/97 Stockton / March Lane - 663,000 1,398,000 89,000 21,000
10/1/97 Des Plaines / Golf Rd - 1,363,000 3,093,000 177,000 45,000
10/1/97 Morton Grove / Wauke - 2,658,000 3,232,000 123,000 48,000
10/1/97 Los Angeles / Jefferson - 1,090,000 1,580,000 210,000 24,000
10/1/97 Los Angeles / Martin - 869,000 1,152,000 83,000 17,000
10/1/97 San Leandro / E. 14t - 627,000 1,289,000 88,000 19,000
10/1/97 Tucson / Tanque Verde - 345,000 1,709,000 122,000 25,000
10/1/97 Randolph / Warren St - 2,330,000 1,914,000 418,000 29,000
10/1/97 Forrestville / Penn. - 1,056,000 2,347,000 189,000 35,000
10/1/97 Bridgeport / Wordin - 4,877,000 2,739,000 546,000 43,000
10/1/97 North Hollywood/Vine - 906,000 2,379,000 137,000 35,000
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
10/1/97 Denver / Tamarac Park 2,545,000 2,574,000 5,119,000 413,000
10/1/97 Gresham / Powell 322,000 1,923,000 2,245,000 276,000
10/1/97 Warren / Mound Road 268,000 1,500,000 1,768,000 213,000
10/1/97 Woodside/Brooklyn 5,016,000 5,532,000 10,548,000 697,000
10/1/97 Enfield / Elm Street 399,000 2,773,000 3,172,000 377,000
10/1/97 Roselle / Lake Street 312,000 2,064,000 2,376,000 294,000
10/1/97 Milwaukee / Appleton 324,000 1,996,000 2,320,000 278,000
10/1/97 Emeryville / Bay St 1,602,000 2,585,000 4,187,000 368,000
10/1/97 Monterey / Del Rey 257,000 1,568,000 1,825,000 215,000
10/1/97 San Leandro / Washington 660,000 1,670,000 2,330,000 239,000
10/1/97 Boca Raton / N.W. 20 1,140,000 3,377,000 4,517,000 454,000
10/1/97 Washington Dc/So Capital 1,437,000 6,385,000 7,822,000 727,000
10/1/97 Lynn / Lynnway 463,000 4,410,000 4,873,000 576,000
10/1/97 Pompano Beach 1,077,000 2,548,000 3,625,000 316,000
10/1/97 Lake Oswego/ N.State 465,000 2,853,000 3,318,000 376,000
10/1/97 Daly City / Mission 389,000 4,090,000 4,479,000 536,000
10/1/97 Odenton / Route 175 456,000 3,000,000 3,456,000 342,000
10/1/97 Novato / Landing 2,416,000 3,746,000 6,162,000 732,000
10/1/97 St. Louis / Lindberg 584,000 1,713,000 2,297,000 315,000
10/1/97 Oakland/International 358,000 1,775,000 2,133,000 326,000
10/1/97 Stockton / March Lane 663,000 1,508,000 2,171,000 285,000
10/1/97 Des Plaines / Golf Rd 1,363,000 3,315,000 4,678,000 643,000
10/1/97 Morton Grove / Wauke 2,658,000 3,403,000 6,061,000 809,000
10/1/97 Los Angeles / Jefferson 1,090,000 1,814,000 2,904,000 326,000
10/1/97 Los Angeles / Martin 869,000 1,252,000 2,121,000 236,000
10/1/97 San Leandro / E. 14t 627,000 1,396,000 2,023,000 256,000
10/1/97 Tucson / Tanque Verde 345,000 1,856,000 2,201,000 313,000
10/1/97 Randolph / Warren St 2,330,000 2,361,000 4,691,000 365,000
10/1/97 Forrestville / Penn. 1,056,000 2,571,000 3,627,000 471,000
10/1/97 Bridgeport / Wordin 4,877,000 3,328,000 8,205,000 562,000
10/1/97 North Hollywood/Vine 906,000 2,551,000 3,457,000 433,000
F-55
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
10/1/97 Santa Cruz / Portola - 535,000 1,526,000 133,000 23,000
10/1/97 Hyde Park / River St - 626,000 1,748,000 206,000 26,000
10/1/97 Dublin / San Ramon Rd - 942,000 1,999,000 146,000 26,000
10/1/97 Vallejo / Humboldt - 473,000 1,651,000 104,000 24,000
10/1/97 Fremont/Warm Springs - 848,000 2,885,000 187,000 42,000
10/1/97 Seattle / Stone Way - 829,000 2,180,000 250,000 33,000
10/1/97 W. Olympia - 149,000 1,096,000 246,000 17,000
10/1/97 Mercer/Parkside Ave - 359,000 1,763,000 165,000 26,000
10/1/97 Bridge Water / Main - 445,000 2,054,000 238,000 30,000
10/1/97 Norwalk / Hoyt Street - 2,369,000 3,049,000 428,000 47,000
11/2/97 Lansing, IL - 758,000 1,768,000 100,000 -
11/7/97 Phoenix, AZ - 1,197,000 2,793,000 77,000 -
11/13/97 Tinley Park, IL - 1,422,000 3,319,000 26,000 -
3/17/98 Houston/De Soto Dr. - 659,000 1,537,000 47,000 -
3/17/98 Houston / East Freeway - 593,000 1,384,000 80,000 -
3/17/98 Austin/Ben White Bl - 692,000 1,614,000 38,000 -
3/17/98 Arlington/E.Pioneer - 922,000 2,152,000 54,000 -
3/17/98 Las Vegas/Tropicana - 1,285,000 2,998,000 75,000 -
3/17/98 Branford / Summit Place - 728,000 1,698,000 71,000 -
3/17/98 Las Vegas / Charleston - 791,000 1,845,000 54,000 -
3/17/98 So. San Francisco - 1,550,000 3,617,000 57,000 -
3/17/98 Pasadena / Arroyo Prkwy - 3,005,000 7,012,000 80,000 -
3/17/98 Tempe / E. Broadway - 633,000 1,476,000 68,000 -
3/17/98 Phoenix / N. 43rd Ave - 443,000 1,033,000 77,000 -
3/17/98 Phoenix/No. 43rd - 380,000 886,000 45,000 -
3/17/98 Phoenix / Black Canyon - 380,000 886,000 46,000 -
3/17/98 Phoenix/Black Canyon - 136,000 317,000 110,000 -
3/17/98 Nesconset / Southern - 1,423,000 3,321,000 57,000 -
4/1/98 Patchogue/W.Sunrise - 936,000 2,184,000 52,000 -
4/1/98 Havertown/West Chester - 1,254,000 2,926,000 36,000 -
4/1/98 Schiller Park/River - 568,000 1,390,000 16,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
10/1/97 Santa Cruz / Portola 535,000 1,682,000 2,217,000 289,000
10/1/97 Hyde Park / River St 626,000 1,980,000 2,606,000 320,000
10/1/97 Dublin / San Ramon Rd 942,000 2,171,000 3,113,000 440,000
10/1/97 Vallejo / Humboldt 473,000 1,779,000 2,252,000 307,000
10/1/97 Fremont/Warm Springs 848,000 3,114,000 3,962,000 502,000
10/1/97 Seattle / Stone Way 829,000 2,463,000 3,292,000 377,000
10/1/97 W. Olympia 149,000 1,359,000 1,508,000 206,000
10/1/97 Mercer/Parkside Ave 359,000 1,954,000 2,313,000 320,000
10/1/97 Bridge Water / Main 445,000 2,322,000 2,767,000 371,000
10/1/97 Norwalk / Hoyt Street 2,369,000 3,524,000 5,893,000 517,000
11/2/97 Lansing, IL 758,000 1,868,000 2,626,000 276,000
11/7/97 Phoenix, AZ 1,197,000 2,870,000 4,067,000 403,000
11/13/97 Tinley Park, IL 1,422,000 3,345,000 4,767,000 430,000
3/17/98 Houston/De Soto Dr. 659,000 1,584,000 2,243,000 189,000
3/17/98 Houston / East Freeway 593,000 1,464,000 2,057,000 182,000
3/17/98 Austin/Ben White Bl 692,000 1,652,000 2,344,000 195,000
3/17/98 Arlington/E.Pioneer 922,000 2,206,000 3,128,000 259,000
3/17/98 Las Vegas/Tropicana 1,285,000 3,073,000 4,358,000 349,000
3/17/98 Branford / Summit Place 728,000 1,769,000 2,497,000 211,000
3/17/98 Las Vegas / Charleston 791,000 1,899,000 2,690,000 223,000
3/17/98 So. San Francisco 1,550,000 3,674,000 5,224,000 420,000
3/17/98 Pasadena / Arroyo Prkwy 3,005,000 7,092,000 10,097,000 793,000
3/17/98 Tempe / E. Broadway 633,000 1,544,000 2,177,000 175,000
3/17/98 Phoenix / N. 43rd Ave 443,000 1,110,000 1,553,000 137,000
3/17/98 Phoenix/No. 43rd 380,000 931,000 1,311,000 111,000
3/17/98 Phoenix / Black Canyon 380,000 932,000 1,312,000 118,000
3/17/98 Phoenix/Black Canyon 136,000 427,000 563,000 46,000
3/17/98 Nesconset / Southern 1,423,000 3,378,000 4,801,000 384,000
4/1/98 Patchogue/W.Sunrise 936,000 2,236,000 3,172,000 274,000
4/1/98 Havertown/West Chester 1,249,000 2,967,000 4,216,000 357,000
4/1/98 Schiller Park/River 568,000 1,406,000 1,974,000 183,000
F-56
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
4/1/98 Chicago / Cuyler - 1,400,000 2,695,000 55,000 -
4/1/98 Chicago Heights/West - 468,000 1,804,000 40,000 -
4/1/98 Arlington Hts/University - 670,000 3,004,000 61,000 -
4/1/98 Cicero / Ogden - 1,678,000 2,266,000 57,000 -
4/1/98 Chicago/W. Howard St. - 974,000 2,875,000 63,000 -
4/1/98 Chicago/N. Western Ave - 1,453,000 3,205,000 68,000 -
4/1/98 Chicago/Northwest Hwy - 925,000 2,412,000 36,000 -
4/1/98 Chicago/N. Wells St. - 1,446,000 2,828,000 68,000 -
4/1/98 Chicago / Pulaski Rd. - 1,276,000 2,858,000 23,000 -
4/1/98 Artesia / Artesia - 625,000 1,419,000 69,000 -
4/1/98 Arcadia / Lower Azusa - 821,000 1,369,000 30,000 -
4/1/98 Manassas / Centreville - 405,000 2,137,000 124,000 -
4/1/98 La Downtwn/10 Fwy - 1,608,000 3,358,000 95,000 -
4/1/98 Bellevue / Northup - 1,232,000 3,306,000 188,000 -
4/1/98 Hollywood/Cole & Wilshire - 1,590,000 1,785,000 44,000 -
4/1/98 Atlanta/John Wesley - 1,233,000 1,665,000 127,000 -
4/1/98 Montebello/S. Maple - 1,274,000 2,299,000 45,000 -
4/1/98 Lake City/Forest Park - 248,000 1,445,000 61,000 -
4/1/98 Baltimore / W. Patap - 403,000 2,650,000 66,000 -
4/1/98 Fraser/Groesbeck Hwy - 368,000 1,796,000 39,000 -
4/1/98 Vallejo / Mini Drive - 560,000 1,803,000 39,000 -
4/1/98 San Diego/54th & Euclid - 952,000 2,550,000 51,000 -
4/1/98 Miami / 5th Street - 2,327,000 3,234,000 68,000 -
4/1/98 Silver Spring/Hill - 922,000 2,080,000 75,000 -
4/1/98 Chicago/E. 95th St. - 397,000 2,357,000 38,000 -
4/1/98 Chicago / S. Harlem - 791,000 1,424,000 47,000 -
4/1/98 St. Charles /Highway - 623,000 1,501,000 73,000 -
4/1/98 Chicago/Burr Ridge Rd. - 421,000 2,165,000 32,000 -
4/1/98 St. Louis / Hwy. 141 - 659,000 1,628,000 430,000 -
4/1/98 Island Park / Austin - 2,313,000 3,015,000 1,290,000 -
4/1/98 Yonkers / Route 9a - 1,722,000 3,823,000 64,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
4/1/98 Chicago / Cuyler 1,400,000 2,750,000 4,150,000 378,000
4/1/98 Chicago Heights/West 468,000 1,844,000 2,312,000 255,000
4/1/98 Arlington Hts/University 670,000 3,065,000 3,735,000 403,000
4/1/98 Cicero / Ogden 1,678,000 2,323,000 4,001,000 322,000
4/1/98 Chicago/W. Howard St. 974,000 2,938,000 3,912,000 411,000
4/1/98 Chicago/N. Western Ave 1,453,000 3,273,000 4,726,000 439,000
4/1/98 Chicago/Northwest Hwy 925,000 2,448,000 3,373,000 329,000
4/1/98 Chicago/N. Wells St. 1,446,000 2,896,000 4,342,000 386,000
4/1/98 Chicago / Pulaski Rd. 1,276,000 2,881,000 4,157,000 375,000
4/1/98 Artesia / Artesia 625,000 1,488,000 2,113,000 285,000
4/1/98 Arcadia / Lower Azusa 821,000 1,399,000 2,220,000 279,000
4/1/98 Manassas / Centreville 405,000 2,261,000 2,666,000 434,000
4/1/98 La Downtwn/10 Fwy 1,608,000 3,453,000 5,061,000 654,000
4/1/98 Bellevue / Northup 1,232,000 3,494,000 4,726,000 664,000
4/1/98 Hollywood/Cole & Wilshire 1,590,000 1,829,000 3,419,000 351,000
4/1/98 Atlanta/John Wesley 1,233,000 1,792,000 3,025,000 388,000
4/1/98 Montebello/S. Maple 1,274,000 2,344,000 3,618,000 451,000
4/1/98 Lake City/Forest Park 248,000 1,506,000 1,754,000 287,000
4/1/98 Baltimore / W. Patap 403,000 2,716,000 3,119,000 493,000
4/1/98 Fraser/Groesbeck Hwy 368,000 1,835,000 2,203,000 343,000
4/1/98 Vallejo / Mini Drive 560,000 1,842,000 2,402,000 355,000
4/1/98 San Diego/54th & Euclid 952,000 2,601,000 3,553,000 601,000
4/1/98 Miami / 5th Street 2,327,000 3,302,000 5,629,000 719,000
4/1/98 Silver Spring/Hill 922,000 2,155,000 3,077,000 494,000
4/1/98 Chicago/E. 95th St. 397,000 2,395,000 2,792,000 559,000
4/1/98 Chicago / S. Harlem 791,000 1,471,000 2,262,000 341,000
4/1/98 St. Charles /Highway 623,000 1,574,000 2,197,000 375,000
4/1/98 Chicago/Burr Ridge Rd. 421,000 2,197,000 2,618,000 517,000
4/1/98 St. Louis / Hwy. 141 681,000 2,036,000 2,717,000 368,000
4/1/98 Island Park / Austin 2,389,000 4,229,000 6,618,000 712,000
4/1/98 Yonkers / Route 9a 1,722,000 3,887,000 5,609,000 860,000
F-57
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
4/1/98 Silverlake/Glendale - 2,314,000 5,481,000 85,000 -
4/1/98 Akron / Brittain Rd. - 275,000 2,248,000 (212,000) -
4/1/98 Chicago/Harlem Ave - 1,430,000 3,038,000 61,000 -
4/1/98 Bethesda / Butler Rd - 1,146,000 2,509,000 46,000 -
4/1/98 Dundalk / Wise Ave - 447,000 2,005,000 39,000 -
4/1/98 Dallas / Kingsly - 1,095,000 1,712,000 45,000 -
5/1/98 Berkeley / 2nd St. - 1,914,000 4,466,000 (210,000) -
5/8/98 Cleveland / W. 117th - 930,000 2,277,000 114,000 -
5/8/98 La /Venice Blvd - 1,470,000 3,599,000 51,000 -
5/8/98 Aurora / Farnsworth - 960,000 2,350,000 40,000 -
5/8/98 Santa Rosa / Hopper - 1,020,000 2,497,000 40,000 -
5/8/98 Golden Valley / Winn - 630,000 1,542,000 57,000 -
5/8/98 St. Louis / Benham - 810,000 1,983,000 75,000 -
5/8/98 Chicago / S. Chicago - 840,000 2,057,000 22,000 -
5/20/98 Boynton Beach / S. C. - 1,299,000 3,034,000 87,000 -
6/1/98 Renton / Sw 39th St. - 725,000 2,196,000 291,000 -
6/29/98 Pompano Bch/Center Port Circle - 795,000 2,312,000 694,000 -
10/1/98 El Segundo / Sepulveda - 6,586,000 5,795,000 32,000 -
10/1/98 Atlanta / Memorial Dr. - 414,000 2,239,000 105,000 -
10/1/98 Chicago / W. 79th St - 861,000 2,789,000 181,000 -
10/1/98 Chicago / N. Broadway - 1,918,000 3,824,000 96,000 -
10/1/98 Tacoma / Orchard - 358,000 1,987,000 53,000 -
10/1/98 St. Louis / Gravois - 312,000 2,327,000 91,000 -
10/1/98 White Bear Lake - 578,000 2,079,000 46,000 -
10/1/98 Santa Cruz / Soquel - 832,000 2,385,000 57,000 -
10/1/98 Coon Rapids / Hwy 10 - 330,000 1,646,000 40,000 -
10/1/98 Oxnard / Hueneme Rd - 923,000 3,925,000 61,000 -
10/1/98 Vancouver/ Millplain - 343,000 2,000,000 58,000 -
10/1/98 Tigard / Mc Ewan - 597,000 1,652,000 63,000 -
10/1/98 Griffith / Cline - 299,000 2,118,000 17,000 -
10/1/98 Miami / Sunset Drive - 1,656,000 2,321,000 28,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
4/1/98 Silverlake/Glendale 2,314,000 5,566,000 7,880,000 1,220,000
4/1/98 Akron / Brittain Rd. 284,000 2,027,000 2,311,000 463,000
4/1/98 Chicago/Harlem Ave 1,430,000 3,099,000 4,529,000 685,000
4/1/98 Bethesda / Butler Rd 1,146,000 2,555,000 3,701,000 536,000
4/1/98 Dundalk / Wise Ave 447,000 2,044,000 2,491,000 414,000
4/1/98 Dallas / Kingsly 1,095,000 1,757,000 2,852,000 338,000
5/1/98 Berkeley / 2nd St. 1,837,000 4,333,000 6,170,000 481,000
5/8/98 Cleveland / W. 117th 930,000 2,391,000 3,321,000 261,000
5/8/98 La /Venice Blvd 1,470,000 3,650,000 5,120,000 378,000
5/8/98 Aurora / Farnsworth 960,000 2,390,000 3,350,000 252,000
5/8/98 Santa Rosa / Hopper 1,020,000 2,537,000 3,557,000 269,000
5/8/98 Golden Valley / Winn 630,000 1,599,000 2,229,000 181,000
5/8/98 St. Louis / Benham 810,000 2,058,000 2,868,000 228,000
5/8/98 Chicago / S. Chicago 840,000 2,079,000 2,919,000 218,000
5/20/98 Boynton Beach / S. C. 1,299,000 3,121,000 4,420,000 341,000
6/1/98 Renton / Sw 39th St. 725,000 2,487,000 3,212,000 304,000
6/29/98 Pompano Bch/Center Port Circle 795,000 3,006,000 3,801,000 335,000
10/1/98 El Segundo / Sepulveda 6,586,000 5,827,000 12,413,000 595,000
10/1/98 Atlanta / Memorial Dr. 414,000 2,344,000 2,758,000 248,000
10/1/98 Chicago / W. 79th St 861,000 2,970,000 3,831,000 306,000
10/1/98 Chicago / N. Broadway 1,918,000 3,920,000 5,838,000 413,000
10/1/98 Tacoma / Orchard 358,000 2,040,000 2,398,000 221,000
10/1/98 St. Louis / Gravois 312,000 2,418,000 2,730,000 256,000
10/1/98 White Bear Lake 578,000 2,125,000 2,703,000 222,000
10/1/98 Santa Cruz / Soquel 832,000 2,442,000 3,274,000 259,000
10/1/98 Coon Rapids / Hwy 10 330,000 1,686,000 2,016,000 180,000
10/1/98 Oxnard / Hueneme Rd 923,000 3,986,000 4,909,000 411,000
10/1/98 Vancouver/ Millplain 343,000 2,058,000 2,401,000 224,000
10/1/98 Tigard / Mc Ewan 597,000 1,715,000 2,312,000 190,000
10/1/98 Griffith / Cline 299,000 2,135,000 2,434,000 221,000
10/1/98 Miami / Sunset Drive 1,656,000 2,349,000 4,005,000 246,000
F-58
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
10/1/98 Farmington / 9 Mile - 580,000 2,526,000 29,000 -
10/1/98 Los Gatos / University - 2,234,000 3,890,000 42,000 -
10/1/98 N. Hollywood - 1,484,000 3,143,000 28,000 -
10/1/98 Petaluma / Transport - 460,000 1,840,000 44,000 -
10/1/98 Chicago / 111th - 341,000 2,898,000 27,000 -
10/1/98 Upper Darby / Market - 808,000 5,011,000 75,000 -
10/1/98 San Jose / Santa - 966,000 3,870,000 67,000 -
10/1/98 San Diego / Morena - 3,173,000 5,469,000 54,000 -
10/1/98 Brooklyn /Rockaway Ave - 6,272,000 9,691,000 122,000 -
10/1/98 Revere / Charger St - 1,997,000 3,727,000 86,000 -
10/1/98 Las Vegas / E. Charles - 602,000 2,545,000 70,000 -
10/1/98 Laurel / Baltimore Ave - 1,899,000 4,498,000 58,000 -
10/1/98 East La/Figueroa & 4th - 1,213,000 2,689,000 30,000 -
10/1/98 Oldsmar / Tampa Road - 760,000 2,154,000 35,000 -
10/1/98 Ft. Lauderdale /S.W. - 1,046,000 2,928,000 25,000 -
10/1/98 Miami / Nw 73rd St - 1,050,000 3,064,000 50,000 -
10/1/98 Dallas / Greenville - 1,933,000 2,892,000 25,000 -
12/9/98 Miami / Nw 115th Ave - 1,095,000 2,349,000 154,000 -
1/1/99 New Orleans/St.Charles - 1,463,000 2,634,000 23,000 -
1/6/99 Brandon / E. Brandon Blvd - 1,560,000 3,695,000 50,000 -
3/12/99 St. Louis / N. Lindbergh Blvd. - 1,688,000 3,939,000 48,000 -
3/12/99 St. Louis /Vandeventer Midtown - 699,000 1,631,000 50,000 -
3/12/99 St. Ann / Maryland Heights - 1,035,000 2,414,000 47,000 -
3/12/99 Florissant / N. Hwy 67 - 971,000 2,265,000 43,000 -
3/12/99 Ferguson Area-W.Florissant - 1,194,000 2,732,000 81,000 -
3/12/99 Florissant / New Halls Ferry Rd - 1,144,000 2,670,000 78,000 -
3/12/99 St. Louis / Airport - 785,000 1,833,000 18,000 -
3/12/99 St. Louis/ S.Third St - 1,096,000 2,557,000 36,000 -
3/12/99 Kansas City / E. 47th St. - 610,000 1,424,000 28,000 -
3/12/99 Kansas City /E. 67th Terrace - 1,136,000 2,643,000 42,000 -
3/12/99 Kansas City / James A. Reed Rd - 749,000 1,748,000 41,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
10/1/98 Farmington / 9 Mile 580,000 2,555,000 3,135,000 263,000
10/1/98 Los Gatos / University 2,234,000 3,932,000 6,166,000 399,000
10/1/98 N. Hollywood 1,484,000 3,171,000 4,655,000 326,000
10/1/98 Petaluma / Transport 460,000 1,884,000 2,344,000 199,000
10/1/98 Chicago / 111th 341,000 2,925,000 3,266,000 303,000
10/1/98 Upper Darby / Market 808,000 5,086,000 5,894,000 516,000
10/1/98 San Jose / Santa 966,000 3,937,000 4,903,000 409,000
10/1/98 San Diego / Morena 3,173,000 5,523,000 8,696,000 566,000
10/1/98 Brooklyn /Rockaway Ave 6,272,000 9,813,000 16,085,000 1,008,000
10/1/98 Revere / Charger St 1,997,000 3,813,000 5,810,000 395,000
10/1/98 Las Vegas / E. Charles 602,000 2,615,000 3,217,000 275,000
10/1/98 Laurel / Baltimore Ave 1,899,000 4,556,000 6,455,000 468,000
10/1/98 East La/Figueroa & 4th 1,213,000 2,719,000 3,932,000 280,000
10/1/98 Oldsmar / Tampa Road 760,000 2,189,000 2,949,000 231,000
10/1/98 Ft. Lauderdale /S.W. 1,046,000 2,953,000 3,999,000 306,000
10/1/98 Miami / Nw 73rd St 1,050,000 3,114,000 4,164,000 326,000
10/1/98 Dallas / Greenville 1,933,000 2,917,000 4,850,000 298,000
12/9/98 Miami / Nw 115th Ave 1,102,000 2,496,000 3,598,000 254,000
1/1/99 New Orleans/St.Charles 1,463,000 2,657,000 4,120,000 201,000
1/6/99 Brandon / E. Brandon Blvd 1,560,000 3,745,000 5,305,000 188,000
3/12/99 St. Louis / N. Lindbergh Blvd. 1,688,000 3,987,000 5,675,000 296,000
3/12/99 St. Louis /Vandeventer Midtown 699,000 1,681,000 2,380,000 125,000
3/12/99 St. Ann / Maryland Heights 1,035,000 2,461,000 3,496,000 184,000
3/12/99 Florissant / N. Hwy 67 971,000 2,308,000 3,279,000 173,000
3/12/99 Ferguson Area-W.Florissant 1,194,000 2,813,000 4,007,000 215,000
3/12/99 Florissant / New Halls Ferry Rd 1,144,000 2,748,000 3,892,000 206,000
3/12/99 St. Louis / Airport 785,000 1,851,000 2,636,000 138,000
3/12/99 St. Louis/ S.Third St 1,096,000 2,593,000 3,689,000 192,000
3/12/99 Kansas City / E. 47th St. 610,000 1,452,000 2,062,000 111,000
3/12/99 Kansas City /E. 67th Terrace 1,136,000 2,685,000 3,821,000 199,000
3/12/99 Kansas City / James A. Reed Rd 749,000 1,789,000 2,538,000 133,000
F-59
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
3/12/99 Independence / 291 - 871,000 2,032,000 31,000 -
3/12/99 Raytown / Woodson Rd - 915,000 2,134,000 26,000 -
3/12/99 Kansas City / 34th Main Street - 114,000 2,599,000 182,000 -
3/12/99 Columbia / River Dr - 671,000 1,566,000 97,000 -
3/12/99 Columbia / Buckner Rd - 714,000 1,665,000 189,000 -
3/12/99 Columbia / Decker Park Rd - 605,000 1,412,000 73,000 -
3/12/99 Columbia / Rosewood Dr - 777,000 1,814,000 57,000 -
3/12/99 W. Columbia / Orchard Dr. - 272,000 634,000 69,000 -
3/12/99 W. Columbia / Airport Blvd - 493,000 1,151,000 47,000 -
3/12/99 Greenville / Whitehorse Rd - 882,000 2,058,000 61,000 -
3/12/99 Greenville / Woods Lake Rd - 364,000 849,000 68,000 -
3/12/99 Mauldin / N. Main Street - 571,000 1,333,000 90,000 -
3/12/99 Simpsonville / Grand View Dr - 582,000 1,358,000 66,000 -
3/12/99 Taylors / Wade Hampton Blvd - 650,000 1,517,000 95,000 -
3/12/99 Charleston/Ashley Phosphate B - 839,000 1,950,000 114,000 -
3/12/99 N. Charleston / Dorchester Rd - 380,000 886,000 48,000 -
3/12/99 N. Charleston / Dorchester - 487,000 1,137,000 57,000 -
3/12/99 Charleston / Sam Rittenberg Blvd - 555,000 1,296,000 69,000 -
3/12/99 Hilton Head / Office Park Rd - 1,279,000 2,985,000 36,000 -
3/12/99 Columbia / Plumbers Rd - 368,000 858,000 83,000 -
3/12/99 Greenville / Pineknoll Rd - 927,000 2,163,000 105,000 -
3/12/99 Hilton Head / Yacht Cove Dr - 1,182,000 2,753,000 71,000 -
3/12/99 Spartanburg / Chesnee Hwy - 533,000 1,244,000 94,000 -
3/12/99 Charleston / Ashley River Rd - 1,114,000 2,581,000 31,000 -
3/12/99 Columbia / Broad River - 1,463,000 3,413,000 92,000 -
3/12/99 Charlotte / East Wt Harris Blvd - 736,000 1,718,000 63,000 -
3/12/99 Charlotte / North Tryon St. - 708,000 1,653,000 100,000 -
3/12/99 Charlotte / South Blvd - 641,000 1,496,000 64,000 -
3/12/99 Kannapolis / Oregon St - 463,000 1,081,000 64,000 -
3/12/99 Durham / E. Club Blvd - 947,000 2,209,000 62,000 -
3/12/99 Durham / N. Duke St. - 769,000 1,794,000 39,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
3/12/99 Independence / 291 871,000 2,063,000 2,934,000 154,000
3/12/99 Raytown / Woodson Rd 915,000 2,160,000 3,075,000 162,000
3/12/99 Kansas City / 34th Main Street 114,000 2,781,000 2,895,000 184,000
3/12/99 Columbia / River Dr 671,000 1,663,000 2,334,000 126,000
3/12/99 Columbia / Buckner Rd 714,000 1,854,000 2,568,000 158,000
3/12/99 Columbia / Decker Park Rd 605,000 1,485,000 2,090,000 114,000
3/12/99 Columbia / Rosewood Dr 777,000 1,871,000 2,648,000 142,000
3/12/99 W. Columbia / Orchard Dr. 272,000 703,000 975,000 62,000
3/12/99 W. Columbia / Airport Blvd 493,000 1,198,000 1,691,000 90,000
3/12/99 Greenville / Whitehorse Rd 882,000 2,119,000 3,001,000 158,000
3/12/99 Greenville / Woods Lake Rd 364,000 917,000 1,281,000 71,000
3/12/99 Mauldin / N. Main Street 571,000 1,423,000 1,994,000 111,000
3/12/99 Simpsonville / Grand View Dr 582,000 1,424,000 2,006,000 109,000
3/12/99 Taylors / Wade Hampton Blvd 650,000 1,612,000 2,262,000 122,000
3/12/99 Charleston/Ashley Phosphate B 839,000 2,064,000 2,903,000 154,000
3/12/99 N. Charleston / Dorchester Rd 380,000 934,000 1,314,000 72,000
3/12/99 N. Charleston / Dorchester 487,000 1,194,000 1,681,000 93,000
3/12/99 Charleston / Sam Rittenberg Blvd 555,000 1,365,000 1,920,000 106,000
3/12/99 Hilton Head / Office Park Rd 1,279,000 3,021,000 4,300,000 223,000
3/12/99 Columbia / Plumbers Rd 368,000 941,000 1,309,000 73,000
3/12/99 Greenville / Pineknoll Rd 927,000 2,268,000 3,195,000 172,000
3/12/99 Hilton Head / Yacht Cove Dr 1,182,000 2,824,000 4,006,000 208,000
3/12/99 Spartanburg / Chesnee Hwy 533,000 1,338,000 1,871,000 105,000
3/12/99 Charleston / Ashley River Rd 1,114,000 2,612,000 3,726,000 194,000
3/12/99 Columbia / Broad River 1,463,000 3,505,000 4,968,000 264,000
3/12/99 Charlotte / East Wt Harris Blvd 736,000 1,781,000 2,517,000 138,000
3/12/99 Charlotte / North Tryon St. 708,000 1,753,000 2,461,000 135,000
3/12/99 Charlotte / South Blvd 641,000 1,560,000 2,201,000 121,000
3/12/99 Kannapolis / Oregon St 463,000 1,145,000 1,608,000 89,000
3/12/99 Durham / E. Club Blvd 947,000 2,271,000 3,218,000 171,000
3/12/99 Durham / N. Duke St. 769,000 1,833,000 2,602,000 136,000
F-60
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
3/12/99 Raleigh / Maitland Dr - 679,000 1,585,000 70,000 -
3/12/99 Greensboro / O'henry Blvd - 577,000 1,345,000 107,000 -
3/12/99 Gastonia / S. York Rd - 467,000 1,089,000 82,000 -
3/12/99 Durham / Kangaroo Dr. - 1,102,000 2,572,000 111,000 -
3/12/99 Pensacola / Brent Lane - 402,000 938,000 40,000 -
3/12/99 Pensacola / Creighton Road - 454,000 1,060,000 41,000 -
3/12/99 Jacksonville / Park Avenue - 905,000 2,113,000 77,000 -
3/12/99 Jacksonville / Phillips Hwy - 665,000 1,545,000 81,000 -
3/12/99 Clearwater / Highland Ave - 724,000 1,690,000 58,000 -
3/12/99 Tarpon Springs / Us Highway 19 - 892,000 2,081,000 97,000 -
3/12/99 Orlando /S. Orange Blossom Trail - 1,229,000 2,867,000 65,000 -
3/12/99 Casselberry Ii - 1,160,000 2,708,000 57,000 -
3/12/99 Miami / Nw 14th Street - 1,739,000 4,058,000 74,000 -
3/12/99 Tarpon Springs / Highway 19 - 1,179,000 2,751,000 56,000 -
3/12/99 Ft. Myers / Tamiami Trail South - 834,000 1,945,000 52,000 -
3/12/99 Jacksonville / Ft. Caroline Rd. - 1,037,000 2,420,000 63,000 -
3/12/99 Orlando / South Semoran - 565,000 1,319,000 34,000 -
3/12/99 Jacksonville / Southside Blvd. - 1,278,000 2,982,000 94,000 -
3/12/99 Miami / Nw 7th Ave - 783,000 1,827,000 103,000 -
3/12/99 Vero Beach / Us Hwy 1 - 678,000 1,583,000 48,000 -
3/12/99 Ponte Vedra / Palm Valley Rd. - 745,000 2,749,000 353,000 -
3/12/99 Miami Lakes / Nw 153rd St. - 425,000 992,000 50,000 -
3/12/99 Deerfield Beach / Sw 10th St. - 1,844,000 4,302,000 43,000 -
3/12/99 Apopka / S. Orange Blossom - 307,000 717,000 69,000 -
3/12/99 Davie / University - 313,000 4,379,000 168,000 -
3/12/99 Arlington / Division - 998,000 2,328,000 33,000 -
3/12/99 Duncanville/S.Cedar Ridge - 1,477,000 3,447,000 75,000 -
3/12/99 Carrollton / Trinity Mills West - 530,000 1,237,000 45,000 -
3/12/99 Houston / Wallisville Rd. - 744,000 1,736,000 49,000 -
3/12/99 Houston / Fondren South - 647,000 1,510,000 30,000 -
3/12/99 Houston / Addicks Satsuma - 409,000 954,000 42,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
3/12/99 Raleigh / Maitland Dr 679,000 1,655,000 2,334,000 125,000
3/12/99 Greensboro / O'henry Blvd 577,000 1,452,000 2,029,000 114,000
3/12/99 Gastonia / S. York Rd 467,000 1,171,000 1,638,000 92,000
3/12/99 Durham / Kangaroo Dr. 1,102,000 2,683,000 3,785,000 201,000
3/12/99 Pensacola / Brent Lane 402,000 978,000 1,380,000 75,000
3/12/99 Pensacola / Creighton Road 454,000 1,101,000 1,555,000 83,000
3/12/99 Jacksonville / Park Avenue 905,000 2,190,000 3,095,000 166,000
3/12/99 Jacksonville / Phillips Hwy 665,000 1,626,000 2,291,000 127,000
3/12/99 Clearwater / Highland Ave 724,000 1,748,000 2,472,000 134,000
3/12/99 Tarpon Springs / Us Highway 19 892,000 2,178,000 3,070,000 165,000
3/12/99 Orlando /S. Orange Blossom Trail 1,229,000 2,932,000 4,161,000 219,000
3/12/99 Casselberry Ii 1,160,000 2,765,000 3,925,000 209,000
3/12/99 Miami / Nw 14th Street 1,739,000 4,132,000 5,871,000 309,000
3/12/99 Tarpon Springs / Highway 19 1,179,000 2,807,000 3,986,000 211,000
3/12/99 Ft. Myers / Tamiami Trail South 834,000 1,997,000 2,831,000 150,000
3/12/99 Jacksonville / Ft. Caroline Rd. 1,037,000 2,483,000 3,520,000 187,000
3/12/99 Orlando / South Semoran 565,000 1,353,000 1,918,000 103,000
3/12/99 Jacksonville / Southside Blvd. 1,278,000 3,076,000 4,354,000 229,000
3/12/99 Miami / Nw 7th Ave 783,000 1,930,000 2,713,000 150,000
3/12/99 Vero Beach / Us Hwy 1 678,000 1,631,000 2,309,000 125,000
3/12/99 Ponte Vedra / Palm Valley Rd. 745,000 3,102,000 3,847,000 242,000
3/12/99 Miami Lakes / Nw 153rd St. 425,000 1,042,000 1,467,000 80,000
3/12/99 Deerfield Beach / Sw 10th St. 1,844,000 4,345,000 6,189,000 321,000
3/12/99 Apopka / S. Orange Blossom 307,000 786,000 1,093,000 63,000
3/12/99 Davie / University 313,000 4,547,000 4,860,000 291,000
3/12/99 Arlington / Division 998,000 2,361,000 3,359,000 175,000
3/12/99 Duncanville/S.Cedar Ridge 1,477,000 3,522,000 4,999,000 264,000
3/12/99 Carrollton / Trinity Mills West 530,000 1,282,000 1,812,000 98,000
3/12/99 Houston / Wallisville Rd. 744,000 1,785,000 2,529,000 136,000
3/12/99 Houston / Fondren South 647,000 1,540,000 2,187,000 117,000
3/12/99 Houston / Addicks Satsuma 409,000 996,000 1,405,000 79,000
F-61
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
3/12/99 Addison / Inwood Road - 1,204,000 2,808,000 20,000 -
3/12/99 Houston / Southwest Freeway - 1,394,000 3,253,000 67,000 -
3/12/99 Garland / Jackson Drive - 755,000 1,761,000 43,000 -
3/12/99 Garland / Buckingham Road - 492,000 1,149,000 69,000 -
3/12/99 Houston / South Main - 1,461,000 3,409,000 54,000 -
3/12/99 Plano / Parker Road-Avenue K - 1,517,000 3,539,000 64,000 -
3/12/99 Houston / Bingle Road - 576,000 1,345,000 51,000 -
3/12/99 Houston / Mangum Road - 737,000 1,719,000 70,000 -
3/12/99 Houston / Hayes Road - 916,000 2,138,000 26,000 -
3/12/99 Katy / Dominion Drive - 995,000 2,321,000 24,000 -
3/12/99 Houston / Fm 1960 West - 513,000 1,198,000 62,000 -
3/12/99 Webster / Fm 528 Road - 756,000 1,764,000 44,000 -
3/12/99 Houston / Loch Katrine Lane - 580,000 1,352,000 54,000 -
3/12/99 Houston / Milwee St. - 779,000 1,815,000 68,000 -
3/12/99 Lewisville / Highway 121 - 688,000 1,605,000 32,000 -
3/12/99 Richardson / Central Expressway - 465,000 1,085,000 33,000 -
3/12/99 Houston / Hwy 6 South - 569,000 1,328,000 30,000 -
3/12/99 Houston / Westheimer West - 1,075,000 2,508,000 27,000 -
3/12/99 Ft. Worth / Granbury Road - 763,000 1,781,000 29,000 -
3/12/99 Houston / New Castle - 2,346,000 5,473,000 33,000 -
3/12/99 Dallas / Inwood Road - 1,478,000 3,448,000 22,000 -
3/12/99 Fort Worth / Loop 820 North - 729,000 1,702,000 40,000 -
3/12/99 Carrollton / Marsh Lane South - 1,353,000 3,156,000 37,000 -
3/12/99 Dallas / Forest Central Dr - 859,000 2,004,000 50,000 -
3/12/99 Arlington / Cooper St - 779,000 1,818,000 23,000 -
3/12/99 Webster / Highway 3 - 677,000 1,580,000 41,000 -
3/12/99 Augusta / Peach Orchard Rd - 860,000 2,007,000 195,000 -
3/12/99 Martinez / Old Petersburg Rd - 407,000 950,000 50,000 -
3/12/99 Jonesboro / Tara Blvd - 785,000 1,827,000 69,000 -
3/12/99 Atlanta / Briarcliff Rd - 2,171,000 5,066,000 88,000 -
3/12/99 Decatur / N Decatur Rd - 933,000 2,177,000 104,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
3/12/99 Addison / Inwood Road 1,204,000 2,828,000 4,032,000 210,000
3/12/99 Houston / Southwest Freeway 1,394,000 3,320,000 4,714,000 247,000
3/12/99 Garland / Jackson Drive 755,000 1,804,000 2,559,000 138,000
3/12/99 Garland / Buckingham Road 492,000 1,218,000 1,710,000 98,000
3/12/99 Houston / South Main 1,461,000 3,463,000 4,924,000 258,000
3/12/99 Plano / Parker Road-Avenue K 1,517,000 3,603,000 5,120,000 272,000
3/12/99 Houston / Bingle Road 576,000 1,396,000 1,972,000 111,000
3/12/99 Houston / Mangum Road 737,000 1,789,000 2,526,000 140,000
3/12/99 Houston / Hayes Road 916,000 2,164,000 3,080,000 163,000
3/12/99 Katy / Dominion Drive 995,000 2,345,000 3,340,000 176,000
3/12/99 Houston / Fm 1960 West 513,000 1,260,000 1,773,000 96,000
3/12/99 Webster / Fm 528 Road 756,000 1,808,000 2,564,000 138,000
3/12/99 Houston / Loch Katrine Lane 580,000 1,406,000 1,986,000 106,000
3/12/99 Houston / Milwee St. 779,000 1,883,000 2,662,000 145,000
3/12/99 Lewisville / Highway 121 688,000 1,637,000 2,325,000 125,000
3/12/99 Richardson / Central Expressway 465,000 1,118,000 1,583,000 86,000
3/12/99 Houston / Hwy 6 South 569,000 1,358,000 1,927,000 104,000
3/12/99 Houston / Westheimer West 1,075,000 2,535,000 3,610,000 190,000
3/12/99 Ft. Worth / Granbury Road 763,000 1,810,000 2,573,000 138,000
3/12/99 Houston / New Castle 2,214,000 5,638,000 7,852,000 403,000
3/12/99 Dallas / Inwood Road 1,478,000 3,470,000 4,948,000 258,000
3/12/99 Fort Worth / Loop 820 North 729,000 1,742,000 2,471,000 131,000
3/12/99 Carrollton / Marsh Lane South 1,353,000 3,193,000 4,546,000 238,000
3/12/99 Dallas / Forest Central Dr 859,000 2,054,000 2,913,000 156,000
3/12/99 Arlington / Cooper St 779,000 1,841,000 2,620,000 138,000
3/12/99 Webster / Highway 3 677,000 1,621,000 2,298,000 123,000
3/12/99 Augusta / Peach Orchard Rd 860,000 2,202,000 3,062,000 187,000
3/12/99 Martinez / Old Petersburg Rd 407,000 1,000,000 1,407,000 80,000
3/12/99 Jonesboro / Tara Blvd 785,000 1,896,000 2,681,000 144,000
3/12/99 Atlanta / Briarcliff Rd 2,171,000 5,154,000 7,325,000 378,000
3/12/99 Decatur / N Decatur Rd 933,000 2,281,000 3,214,000 171,000
F-62
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
3/12/99 Douglasville / Westmoreland - 453,000 1,056,000 125,000 -
3/12/99 Doraville / Mcelroy Rd - 827,000 1,931,000 66,000 -
3/12/99 Roswell / Alpharetta - 1,772,000 4,135,000 36,000 -
3/12/99 Douglasville / Duralee Lane - 533,000 1,244,000 64,000 -
3/12/99 Douglasville / Highway 5 - 804,000 1,875,000 232,000 -
3/12/99 Forest Park / Jonesboro - 659,000 1,537,000 134,000 -
3/12/99 Marietta / Whitlock - 1,016,000 2,370,000 74,000 -
3/12/99 Marietta / Cobb Iv - 727,000 1,696,000 116,000 -
3/12/99 Norcross / Jones Mill Rd - 1,142,000 2,670,000 65,000 -
3/12/99 Norcross / Dawson Blvd - 1,232,000 2,874,000 94,000 -
3/12/99 Forest Park / Old Dixie Hwy - 895,000 2,070,000 143,000 -
3/12/99 Decatur / Covington - 1,764,000 4,116,000 47,000 -
3/12/99 Alpharetta / Maxwell Rd - 1,075,000 2,509,000 41,000 -
3/12/99 Alpharetta / N. Main St - 1,240,000 2,893,000 40,000 -
3/12/99 Atlanta / Bolton Rd - 866,000 2,019,000 51,000 -
3/12/99 Riverdale / Georgia Hwy 85 - 1,075,000 2,508,000 50,000 -
3/12/99 Kennesaw / Rutledge Road - 803,000 1,874,000 72,000 -
3/12/99 Lawrenceville / Buford Dr. - 256,000 597,000 40,000 -
3/12/99 Hanover Park / W. Lake Street - 1,320,000 3,081,000 39,000 -
3/12/99 Chicago / W. Jarvis Ave - 313,000 731,000 66,000 -
3/12/99 Chicago / N. Broadway St - 535,000 1,249,000 63,000 -
3/12/99 Carol Stream / Phillips Court - 829,000 1,780,000 17,000 -
3/12/99 Winfield / Roosevelt Road - 1,109,000 2,587,000 55,000 -
3/12/99 Schaumburg / S. Roselle Road - 659,000 1,537,000 44,000 -
3/12/99 Tinley Park / Brennan Hwy - 771,000 1,799,000 45,000 -
3/12/99 Schaumburg / Palmer Drive - 1,333,000 3,111,000 62,000 -
3/12/99 Geneva / Gary Ave - 1,072,000 2,501,000 22,000 -
3/12/99 Naperville / Lasalle Ave - 1,501,000 3,502,000 71,000 -
3/12/99 Mobile / Hillcrest Road - 554,000 1,293,000 50,000 -
3/12/99 Mobile / Azalea Road - 517,000 1,206,000 57,000 -
3/12/99 Mobile / Moffat Road - 537,000 1,254,000 67,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
3/12/99 Douglasville / Westmoreland 453,000 1,181,000 1,634,000 84,000
3/12/99 Doraville / Mcelroy Rd 827,000 1,997,000 2,824,000 152,000
3/12/99 Roswell / Alpharetta 1,772,000 4,171,000 5,943,000 307,000
3/12/99 Douglasville / Duralee Lane 533,000 1,308,000 1,841,000 99,000
3/12/99 Douglasville / Highway 5 804,000 2,107,000 2,911,000 151,000
3/12/99 Forest Park / Jonesboro 659,000 1,671,000 2,330,000 124,000
3/12/99 Marietta / Whitlock 1,016,000 2,444,000 3,460,000 180,000
3/12/99 Marietta / Cobb Iv 727,000 1,812,000 2,539,000 138,000
3/12/99 Norcross / Jones Mill Rd 1,142,000 2,735,000 3,877,000 205,000
3/12/99 Norcross / Dawson Blvd 1,232,000 2,968,000 4,200,000 218,000
3/12/99 Forest Park / Old Dixie Hwy 895,000 2,213,000 3,108,000 166,000
3/12/99 Decatur / Covington 1,764,000 4,163,000 5,927,000 310,000
3/12/99 Alpharetta / Maxwell Rd 1,075,000 2,550,000 3,625,000 190,000
3/12/99 Alpharetta / N. Main St 1,240,000 2,933,000 4,173,000 217,000
3/12/99 Atlanta / Bolton Rd 866,000 2,070,000 2,936,000 154,000
3/12/99 Riverdale / Georgia Hwy 85 1,075,000 2,558,000 3,633,000 192,000
3/12/99 Kennesaw / Rutledge Road 803,000 1,946,000 2,749,000 150,000
3/12/99 Lawrenceville / Buford Dr. 256,000 637,000 893,000 52,000
3/12/99 Hanover Park / W. Lake Street 1,320,000 3,120,000 4,440,000 232,000
3/12/99 Chicago / W. Jarvis Ave 313,000 797,000 1,110,000 66,000
3/12/99 Chicago / N. Broadway St 535,000 1,312,000 1,847,000 107,000
3/12/99 Carol Stream / Phillips Court 829,000 1,797,000 2,626,000 135,000
3/12/99 Winfield / Roosevelt Road 1,109,000 2,642,000 3,751,000 196,000
3/12/99 Schaumburg / S. Roselle Road 659,000 1,581,000 2,240,000 121,000
3/12/99 Tinley Park / Brennan Hwy 771,000 1,844,000 2,615,000 141,000
3/12/99 Schaumburg / Palmer Drive 1,333,000 3,173,000 4,506,000 237,000
3/12/99 Geneva / Gary Ave 1,072,000 2,523,000 3,595,000 189,000
3/12/99 Naperville / Lasalle Ave 1,501,000 3,573,000 5,074,000 272,000
3/12/99 Mobile / Hillcrest Road 554,000 1,343,000 1,897,000 104,000
3/12/99 Mobile / Azalea Road 517,000 1,263,000 1,780,000 93,000
3/12/99 Mobile / Moffat Road 537,000 1,321,000 1,858,000 100,000
F-63
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
3/12/99 Mobile / Grelot Road - 804,000 1,877,000 62,000 -
3/12/99 Mobile / Government Blvd - 407,000 950,000 47,000 -
3/12/99 New Orleans / Tchoupitoulas - 1,092,000 2,548,000 82,000 -
3/12/99 Louisville / Breckenridge Lane - 581,000 1,356,000 41,000 -
3/12/99 Louisville - 554,000 1,292,000 54,000 -
3/12/99 Louisville / Poplar Level - 463,000 1,080,000 46,000 -
3/12/99 Chesapeake / Western Branch - 1,274,000 2,973,000 60,000 -
3/12/99 Centreville / Lee Hwy - 1,650,000 3,851,000 58,000 -
3/12/99 Sterling / S. Sterling Blvd - 1,282,000 2,992,000 47,000 -
3/12/99 Manassas / Sudley Road - 776,000 1,810,000 51,000 -
3/12/99 Longmont / Wedgewood Ave - 717,000 1,673,000 23,000 -
3/12/99 Fort Collins / So.College Ave - 745,000 1,739,000 31,000 -
3/12/99 Colo Sprngs / Parkmoor Village - 620,000 1,446,000 21,000 -
3/12/99 Colo Sprngs / Van Teylingen - 1,216,000 2,837,000 46,000 -
3/12/99 Denver / So. Clinton St. - 462,000 1,609,000 36,000 -
3/12/99 Denver / Washington St. - 795,000 1,846,000 47,000 -
3/12/99 Colo Sprngs / Centennial Blvd - 1,352,000 3,155,000 16,000 -
3/12/99 Colo Sprngs / Astrozon Court - 810,000 1,889,000 62,000 -
3/12/99 Arvada / 64th Ave - 671,000 1,566,000 26,000 -
3/12/99 Golden / Simms Street - 918,000 2,143,000 65,000 -
3/12/99 Lawrence / Haskell Ave - 636,000 1,484,000 31,000 -
3/12/99 Overland Park / Hemlock St - 1,168,000 2,725,000 32,000 -
3/12/99 Lenexa / Long St. - 720,000 1,644,000 17,000 -
3/12/99 Shawnee / Hedge Lane Terrace - 570,000 1,331,000 42,000 -
3/12/99 Mission / Foxridge Dr - 1,657,000 3,864,000 54,000 -
3/12/99 Milwaukee / W. Dean Road - 1,362,000 3,163,000 187,000 -
3/12/99 Columbus / Morse Road - 1,415,000 3,302,000 114,000 -
3/12/99 Milford / Branch Hill - 527,000 1,229,000 36,000 -
3/12/99 Fairfield / Dixie - 519,000 1,211,000 31,000 -
3/12/99 Cincinnati / Western Hills - 758,000 1,769,000 48,000 -
3/12/99 Austin / N. Mopac Expressway - 865,000 2,791,000 16,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
3/12/99 Mobile / Grelot Road 804,000 1,939,000 2,743,000 145,000
3/12/99 Mobile / Government Blvd 407,000 997,000 1,404,000 77,000
3/12/99 New Orleans / Tchoupitoulas 1,092,000 2,630,000 3,722,000 193,000
3/12/99 Louisville / Breckenridge Lane 581,000 1,397,000 1,978,000 106,000
3/12/99 Louisville 554,000 1,346,000 1,900,000 99,000
3/12/99 Louisville / Poplar Level 463,000 1,126,000 1,589,000 85,000
3/12/99 Chesapeake / Western Branch 1,274,000 3,033,000 4,307,000 227,000
3/12/99 Centreville / Lee Hwy 1,650,000 3,909,000 5,559,000 292,000
3/12/99 Sterling / S. Sterling Blvd 1,282,000 3,039,000 4,321,000 226,000
3/12/99 Manassas / Sudley Road 776,000 1,861,000 2,637,000 140,000
3/12/99 Longmont / Wedgewood Ave 717,000 1,696,000 2,413,000 127,000
3/12/99 Fort Collins / So.College Ave 745,000 1,770,000 2,515,000 133,000
3/12/99 Colo Sprngs / Parkmoor Village 620,000 1,467,000 2,087,000 111,000
3/12/99 Colo Sprngs / Van Teylingen 1,216,000 2,883,000 4,099,000 212,000
3/12/99 Denver / So. Clinton St. 462,000 1,645,000 2,107,000 106,000
3/12/99 Denver / Washington St. 795,000 1,893,000 2,688,000 145,000
3/12/99 Colo Sprngs / Centennial Blvd 1,352,000 3,171,000 4,523,000 234,000
3/12/99 Colo Sprngs / Astrozon Court 810,000 1,951,000 2,761,000 144,000
3/12/99 Arvada / 64th Ave 671,000 1,592,000 2,263,000 119,000
3/12/99 Golden / Simms Street 918,000 2,208,000 3,126,000 166,000
3/12/99 Lawrence / Haskell Ave 636,000 1,515,000 2,151,000 115,000
3/12/99 Overland Park / Hemlock St 1,168,000 2,757,000 3,925,000 204,000
3/12/99 Lenexa / Long St. 720,000 1,661,000 2,381,000 124,000
3/12/99 Shawnee / Hedge Lane Terrace 570,000 1,373,000 1,943,000 103,000
3/12/99 Mission / Foxridge Dr 1,657,000 3,918,000 5,575,000 288,000
3/12/99 Milwaukee / W. Dean Road 1,362,000 3,350,000 4,712,000 254,000
3/12/99 Columbus / Morse Road 1,415,000 3,416,000 4,831,000 259,000
3/12/99 Milford / Branch Hill 527,000 1,265,000 1,792,000 98,000
3/12/99 Fairfield / Dixie 519,000 1,242,000 1,761,000 95,000
3/12/99 Cincinnati / Western Hills 758,000 1,817,000 2,575,000 136,000
3/12/99 Austin / N. Mopac Expressway 865,000 2,807,000 3,672,000 165,000
F-64
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
3/12/99 Atlanta / Dunwoody Place - 1,410,000 3,296,000 151,000 -
3/12/99 Kennedale/Bowman Sprgs - 425,000 991,000 33,000 -
3/12/99 Colo Sprngs/N.Powers - 1,124,000 2,622,000 99,000 -
3/12/99 St. Louis/S. Third St - 206,000 480,000 9,000 -
3/12/99 Orlando / L.B. Mcleod Road - 521,000 1,217,000 22,000 -
3/12/99 Jacksonville / Roosevelt Blvd. - 851,000 1,986,000 135,000 -
3/12/99 Miami-Kendall / Sw 84th Street - 935,000 2,180,000 50,000 -
3/12/99 North Miami Beach / 69th St - 1,594,000 3,720,000 61,000 -
3/12/99 Miami Beach / Dade Blvd - 962,000 2,245,000 41,000 -
3/12/99 Chicago / N. Natchez Ave - 1,684,000 3,930,000 70,000 -
3/12/99 Chicago / W. Cermak Road - 1,294,000 3,019,000 270,000 -
3/12/99 Kansas City / State Ave - 645,000 1,505,000 63,000 -
3/12/99 Lenexa / Santa Fe Trail Road - 713,000 1,663,000 53,000 -
3/12/99 Waukesha / Foster Court - 765,000 1,785,000 25,000 -
3/12/99 Chicago / West 47th St. - 705,000 1,645,000 26,000 -
3/12/99 Carol Stream / S. Main Place - 1,320,000 3,079,000 63,000 -
3/12/99 Carpentersville /N. Western Ave - 911,000 2,120,000 48,000 -
3/12/99 Elgin / E. Chicago St. - 570,000 2,163,000 42,000 -
3/12/99 Elgin / Big Timber Road - 1,347,000 3,253,000 139,000 -
3/12/99 Chicago / S. Pulaski Road - 458,000 2,118,000 205,000 -
3/12/99 Aurora / Business 30 - 900,000 2,097,000 48,000 -
3/12/99 River Grove / N. 5th Ave. - 1,094,000 2,552,000 213,000 -
3/12/99 St. Charles / E. Main St. - 951,000 2,220,000 191,000 -
3/12/99 Streamwood / Old Church Road - 855,000 1,991,000 24,000 -
3/12/99 Mt. Prospect / Central Road - 802,000 1,847,000 82,000 -
3/31/99 Forest Park - 270,000 3,378,000 966,000 -
4/1/99 Fresno 61,000 44,000 206,000 (318,000) 804,000
5/1/99 Stockton 222,000 151,000 402,000 (257,000) 2,017,000
6/30/99 Winter Park/N. Semor - 342,000 638,000 345,000 737,000
6/30/99 N. Richland Hills/Da - 455,000 769,000 188,000 824,000
6/30/99 Rolling Meadows/Lois - 441,000 849,000 257,000 898,000
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
3/12/99 Atlanta / Dunwoody Place 1,410,000 3,447,000 4,857,000 207,000
3/12/99 Kennedale/Bowman Sprgs 425,000 1,024,000 1,449,000 77,000
3/12/99 Colo Sprngs/N.Powers 1,124,000 2,721,000 3,845,000 201,000
3/12/99 St. Louis/S. Third St 206,000 489,000 695,000 39,000
3/12/99 Orlando / L.B. Mcleod Road 521,000 1,239,000 1,760,000 94,000
3/12/99 Jacksonville / Roosevelt Blvd. 851,000 2,121,000 2,972,000 156,000
3/12/99 Miami-Kendall / Sw 84th Street 935,000 2,230,000 3,165,000 168,000
3/12/99 North Miami Beach / 69th St 1,594,000 3,781,000 5,375,000 284,000
3/12/99 Miami Beach / Dade Blvd 962,000 2,286,000 3,248,000 171,000
3/12/99 Chicago / N. Natchez Ave 1,684,000 4,000,000 5,684,000 295,000
3/12/99 Chicago / W. Cermak Road 1,294,000 3,289,000 4,583,000 270,000
3/12/99 Kansas City / State Ave 645,000 1,568,000 2,213,000 116,000
3/12/99 Lenexa / Santa Fe Trail Road 713,000 1,716,000 2,429,000 126,000
3/12/99 Waukesha / Foster Court 765,000 1,810,000 2,575,000 138,000
3/12/99 Chicago / West 47th St. 705,000 1,671,000 2,376,000 126,000
3/12/99 Carol Stream / S. Main Place 1,320,000 3,142,000 4,462,000 236,000
3/12/99 Carpentersville /N. Western Ave 911,000 2,168,000 3,079,000 165,000
3/12/99 Elgin / E. Chicago St. 570,000 2,205,000 2,775,000 152,000
3/12/99 Elgin / Big Timber Road 1,347,000 3,392,000 4,739,000 255,000
3/12/99 Chicago / S. Pulaski Road 458,000 2,323,000 2,781,000 133,000
3/12/99 Aurora / Business 30 900,000 2,145,000 3,045,000 162,000
3/12/99 River Grove / N. 5th Ave. 1,130,000 2,729,000 3,859,000 285,000
3/12/99 St. Charles / E. Main St. 982,000 2,380,000 3,362,000 249,000
3/12/99 Streamwood / Old Church Road 855,000 2,015,000 2,870,000 152,000
3/12/99 Mt. Prospect / Central Road 802,000 1,929,000 2,731,000 147,000
3/31/99 Forest Park 270,000 4,344,000 4,614,000 873,000
4/1/99 Fresno 326,000 410,000 736,000 424,000
5/1/99 Stockton 796,000 1,517,000 2,313,000 696,000
6/30/99 Winter Park/N. Semor 426,000 1,636,000 2,062,000 78,000
6/30/99 N. Richland Hills/Da 568,000 1,668,000 2,236,000 79,000
6/30/99 Rolling Meadows/Lois 550,000 1,895,000 2,445,000 89,000
F-65
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
6/30/99 Gresham/Burnside Cou - 354,000 544,000 173,000 629,000
6/30/99 Jacksonville/Univers - 211,000 741,000 177,000 702,000
6/30/99 Irving/W. Airport Fw - 419,000 960,000 166,000 935,000
6/30/99 Houston/Highway 6 So - 751,000 1,006,000 266,000 1,136,000
6/30/99 Concord/Arnold Indus - 827,000 1,553,000 244,000 1,567,000
6/30/99 Rockville/Gude Drive - 602,000 768,000 265,000 933,000
6/30/99 Bradenton/Cortez Roa - 476,000 885,000 187,000 912,000
6/30/99 San Antonio/Nw Loop - 511,000 786,000 147,000 846,000
6/30/99 Anaheim / La Palma - 1,378,000 851,000 159,000 1,231,000
6/30/99 Spring Valley/Sweetw - 271,000 380,000 71,000 418,000
6/30/99 Ft. Myers/Tamiami Tr - 948,000 962,000 254,000 1,209,000
6/30/99 Littleton/Centennial - 421,000 804,000 144,000 806,000
6/30/99 Newark/Cedar Blvd ( - 729,000 971,000 179,000 1,064,000
6/30/99 Falls Church/Columbi - 901,000 975,000 180,000 1,139,000
6/30/99 Fairfax / Lee Highwa - 586,000 1,078,000 213,000 1,104,000
6/30/99 Wheat Ridge / W. 44t - 480,000 789,000 157,000 822,000
6/30/99 Huntington Bch/Gotha - 952,000 890,000 175,000 1,101,000
6/30/99 Fort Worth/Mc Cart A - 372,000 942,000 144,000 875,000
6/30/99 San Diego/Clairemont - 1,601,000 2,035,000 297,000 2,221,000
6/30/99 Houston/Millridge N. - 1,160,000 1,983,000 157,000 1,930,000
6/30/99 Woodbridge/Jefferson - 840,000 1,689,000 182,000 1,612,000
6/30/99 Mountainside (Was - 1,260,000 1,237,000 279,000 1,535,000
6/30/99 Woodbridge / Davis F - 1,796,000 1,623,000 237,000 1,963,000
6/30/99 Huntington Bch/Bolsa - 1,026,000 1,437,000 85,000 1,459,000
6/30/99 Edison / Old Post Ro - 498,000 1,267,000 191,000 1,176,000
6/30/99 Northridge/Parthenia - 1,848,000 1,486,000 133,000 1,851,000
6/30/99 Brick Township/Brick - 590,000 1,431,000 222,000 1,360,000
6/30/99 Stone Mountain/Rockb - 1,233,000 288,000 264,000 850,000
6/30/99 Hyattsville / Chillu - 768,000 2,186,000 171,000 1,901,000
6/30/99 Union City / Alvarad - 992,000 1,776,000 177,000 1,724,000
6/30/99 Oak Park / Greenfiel - 621,000 1,735,000 114,000 1,486,000
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
6/30/99 Gresham/Burnside Cou 441,000 1,259,000 1,700,000 59,000
6/30/99 Jacksonville/Univers 263,000 1,568,000 1,831,000 73,000
6/30/99 Irving/W. Airport Fw 523,000 1,957,000 2,480,000 90,000
6/30/99 Houston/Highway 6 So 936,000 2,223,000 3,159,000 98,000
6/30/99 Concord/Arnold Indus 1,031,000 3,160,000 4,191,000 145,000
6/30/99 Rockville/Gude Drive 750,000 1,818,000 2,568,000 77,000
6/30/99 Bradenton/Cortez Roa 593,000 1,867,000 2,460,000 87,000
6/30/99 San Antonio/Nw Loop 637,000 1,653,000 2,290,000 75,000
6/30/99 Anaheim / La Palma 1,718,000 1,901,000 3,619,000 79,000
6/30/99 Spring Valley/Sweetw 338,000 802,000 1,140,000 37,000
6/30/99 Ft. Myers/Tamiami Tr 1,182,000 2,191,000 3,373,000 98,000
6/30/99 Littleton/Centennial 525,000 1,650,000 2,175,000 72,000
6/30/99 Newark/Cedar Blvd ( 909,000 2,034,000 2,943,000 86,000
6/30/99 Falls Church/Columbi 1,124,000 2,071,000 3,195,000 87,000
6/30/99 Fairfax / Lee Highwa 731,000 2,250,000 2,981,000 95,000
6/30/99 Wheat Ridge / W. 44t 598,000 1,650,000 2,248,000 70,000
6/30/99 Huntington Bch/Gotha 1,187,000 1,931,000 3,118,000 83,000
6/30/99 Fort Worth/Mc Cart A 463,000 1,870,000 2,333,000 68,000
6/30/99 San Diego/Clairemont 1,996,000 4,158,000 6,154,000 163,000
6/30/99 Houston/Millridge N. 1,446,000 3,784,000 5,230,000 152,000
6/30/99 Woodbridge/Jefferson 1,047,000 3,276,000 4,323,000 126,000
6/30/99 Mountainside (Was 1,571,000 2,740,000 4,311,000 113,000
6/30/99 Woodbridge / Davis F 2,239,000 3,380,000 5,619,000 130,000
6/30/99 Huntington Bch/Bolsa 1,279,000 2,728,000 4,007,000 112,000
6/30/99 Edison / Old Post Ro 621,000 2,511,000 3,132,000 99,000
6/30/99 Northridge/Parthenia 2,304,000 3,014,000 5,318,000 107,000
6/30/99 Brick Township/Brick 735,000 2,868,000 3,603,000 101,000
6/30/99 Stone Mountain/Rockb 1,537,000 1,098,000 2,635,000 36,000
6/30/99 Hyattsville / Chillu 958,000 4,068,000 5,026,000 138,000
6/30/99 Union City / Alvarad 1,237,000 3,432,000 4,669,000 118,000
6/30/99 Oak Park / Greenfiel 774,000 3,182,000 3,956,000 104,000
F-66
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
6/30/99 Tujunga/Foothill Blv - 1,746,000 2,383,000 99,000 2,395,000
7/1/99 Pantego/W. Pioneer Pkwy - 432,000 1,228,000 31,000 -
7/1/99 Nashville/Lafayette St - 486,000 1,135,000 102,000 -
7/1/99 Nashville/Metroplex Dr - 380,000 886,000 54,000 -
7/1/99 Madison / Myatt Dr - 441,000 1,028,000 60,000 -
7/1/99 Hixson / Highway 153 - 488,000 1,138,000 53,000 -
7/1/99 Hixson / Gadd Rd - 207,000 484,000 139,000 -
7/1/99 Red Bank / Harding Rd - 452,000 1,056,000 79,000 -
7/1/99 Nashville/Welshwood Dr - 934,000 2,179,000 84,000 -
7/1/99 Madison/Williams Ave - 1,318,000 3,076,000 127,000 -
7/1/99 Nashville/Mcnally Dr - 884,000 2,062,000 236,000 -
7/1/99 Hermitage/Central Ct - 646,000 1,508,000 61,000 -
7/1/99 Antioch/Cane Ridge Rd - 353,000 823,000 79,000 -
9/1/99 Charlotte / Ashley Road - 664,000 1,551,000 19,000 -
9/1/99 Raleigh / Capital Blvd - 927,000 2,166,000 48,000 -
9/1/99 Charlotte / South Blvd. - 734,000 1,715,000 23,000 -
9/1/99 Greensboro/W.Market St. - 603,000 1,409,000 40,000 -
10/8/99 Belmont / O'neill Ave - 869,000 4,582,000 290,000 -
11/15/99 Memphis / Poplar Ave - 1,631,000 3,062,000 45,000 -
12/1/99 Matthews/Matthews - 937,000 3,155,000 25,000 -
12/17/99 Dallas / Swiss Ave - 1,862,000 4,344,000 226,000 -
12/30/99 Oak Park/Greenfield Rd & 8 Mile - 1,184,000 2,826,000 817,000 -
12/30/99 Santa Ana / Macarthur - 2,657,000 3,167,000 65,000 -
12/30/99 Tamarac Parkway - Denver, CO - 1,902,000 4,467,000 811,000 -
1/21/00 Hanover Park - 262,000 3,245,000 2,000 -
1/25/00 Memphis / N.Germantwn Pkw - 884,000 3,012,000 8,000 -
1/31/00 Rowland Heights/Walnut B - 681,000 1,589,000 83,000 -
2/8/00 Lewisville / Justin Rd - 529,000 2,812,000 16,000 -
2/28/00 Plano / Avenue K - 2,064,000 10,407,000 27,000 -
3/31/00 Pineville - 2,197,000 3,293,000 17,000 -
4/1/00 Hyattsville(Edmonson) - 1,036,000 2,653,000 9,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
6/30/99 Tujunga/Foothill Blv 2,177,000 4,446,000 6,623,000 117,000
7/1/99 Pantego/W. Pioneer Pkwy 432,000 1,259,000 1,691,000 (7,000)
7/1/99 Nashville/Lafayette St 486,000 1,237,000 1,723,000 96,000
7/1/99 Nashville/Metroplex Dr 380,000 940,000 1,320,000 74,000
7/1/99 Madison / Myatt Dr 441,000 1,088,000 1,529,000 84,000
7/1/99 Hixson / Highway 153 488,000 1,191,000 1,679,000 91,000
7/1/99 Hixson / Gadd Rd 207,000 623,000 830,000 46,000
7/1/99 Red Bank / Harding Rd 452,000 1,135,000 1,587,000 88,000
7/1/99 Nashville/Welshwood Dr 934,000 2,263,000 3,197,000 173,000
7/1/99 Madison/Williams Ave 1,318,000 3,203,000 4,521,000 239,000
7/1/99 Nashville/Mcnally Dr 884,000 2,298,000 3,182,000 171,000
7/1/99 Hermitage/Central Ct 646,000 1,569,000 2,215,000 121,000
7/1/99 Antioch/Cane Ridge Rd 353,000 902,000 1,255,000 69,000
9/1/99 Charlotte / Ashley Road 686,000 1,548,000 2,234,000 62,000
9/1/99 Raleigh / Capital Blvd 957,000 2,184,000 3,141,000 87,000
9/1/99 Charlotte / South Blvd. 758,000 1,714,000 2,472,000 69,000
9/1/99 Greensboro/W.Market St. 623,000 1,429,000 2,052,000 58,000
10/8/99 Belmont / O'neill Ave 898,000 4,843,000 5,741,000 190,000
11/15/99 Memphis / Poplar Ave 1,631,000 3,107,000 4,738,000 129,000
12/1/99 Matthews/Matthews 937,000 3,180,000 4,117,000 112,000
12/17/99 Dallas / Swiss Ave 1,923,000 4,509,000 6,432,000 133,000
12/30/99 Oak Park/Greenfield Rd & 8 Mile 1,223,000 3,604,000 4,827,000 95,000
12/30/99 Santa Ana / Macarthur 2,657,000 3,232,000 5,889,000 116,000
12/30/99 Tamarac Parkway - Denver, CO 1,890,000 5,290,000 7,180,000 214,000
1/21/00 Hanover Park 262,000 3,247,000 3,509,000 29,000
1/25/00 Memphis / N.Germantwn Pkw 884,000 3,020,000 3,904,000 91,000
1/31/00 Rowland Heights/Walnut B 703,000 1,650,000 2,353,000 383,000
2/8/00 Lewisville / Justin Rd 529,000 2,828,000 3,357,000 81,000
2/28/00 Plano / Avenue K 2,064,000 10,434,000 12,498,000 554,000
3/31/00 Pineville 2,197,000 3,310,000 5,507,000 64,000
4/1/00 Hyattsville(Edmonson) 1,036,000 2,662,000 3,698,000 63,000
F-67
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
4/29/00 St.Louis/Ellisville Twn C - 765,000 4,397,000 6,000 -
5/2/00 Mill Valley - 1,412,000 3,294,000 4,000 -
5/2/00 Culver City - 2,439,000 5,689,000 16,000 -
5/26/00 Phoenix / N. 35th Ave - 860,000 2,959,000 6,000 -
6/5/00 Mount Sinai / Route 25a - 950,000 3,318,000 6,000 -
6/30/00 San Antonio/Broadway St - 1,131,000 4,558,000 11,000 -
6/30/00 Pinellas Park / Park Blvd - 526,000 2,408,000 5,000 -
7/13/00 Lincolnwood - 1,598,000 3,729,000 32,000 -
7/17/00 New Orleans/Lapalco&Broad - 1,026,000 3,113,000 5,000 -
7/29/00 Tracy/1615& 1650 W.11th S - 1,745,000 4,189,000 10,000 -
8/23/00 Parsppny(Morris Plains/Rt - 1,501,000 4,147,000 6,000 -
8/31/00 Florissant/New Halls Fry - 800,000 4,222,000 6,000 -
8/31/00 Orange, CA - 661,000 1,542,000 2,000 -
9/1/00 Bayshore, NY - 1,277,000 2,980,000 17,000 -
9/1/00 Los Angeles, CA - 590,000 1,376,000 7,000 -
9/13/00 Merrillville/Broadway - 343,000 2,459,000 5,000 -
9/15/00 Gardena / W. El Segundo - 1,532,000 3,424,000 3,000 -
9/15/00 Chicago / Ashland Avenue - 850,000 4,880,000 6,000 -
9/15/00 Oakland / Macarthur - 678,000 2,751,000 15,000 -
9/15/00 Alexandria / Pickett Ii - 2,743,000 6,198,000 14,000 -
9/15/00 Royal Oak / Coolidge Highway - 1,062,000 2,576,000 11,000 -
9/15/00 Hawthorne / Crenshaw Blvd. - 1,079,000 2,913,000 2,000 -
9/15/00 Rockaway / U.S. Route 46 - 2,424,000 4,945,000 12,000 -
9/15/00 Evanston / Greenbay - 846,000 4,436,000 4,000 -
9/15/00 Los Angeles / Coliseum - 3,109,000 4,013,000 4,000 -
9/15/00 Bethpage / Hempstead Turnpike - 2,899,000 5,457,000 42,000 -
9/15/00 Northport / Fort Salonga Road - 2,999,000 5,698,000 8,000 -
9/15/00 Brooklyn / St. Johns Place - 3,492,000 6,026,000 28,000 -
9/15/00 Lake Ronkonkoma / Portion Rd. - 937,000 4,199,000 14,000 -
9/15/00 Tampa/Gunn Hwy - 1,843,000 4,300,000 6,000 -
9/18/00 Tampa/N. Del Mabry - 2,204,000 5,148,000 7,000 -
Gross Carrying Amount
At December 31, 2000
Date -------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- ------------- ----------- ------------ --------------
4/29/00 St.Louis/Ellisville Twn C 765,000 4,403,000 5,168,000 90,000
5/2/00 Mill Valley 1,412,000 3,298,000 4,710,000 75,000
5/2/00 Culver City 2,439,000 5,705,000 8,144,000 130,000
5/26/00 Phoenix / N. 35th Ave 860,000 2,965,000 3,825,000 54,000
6/5/00 Mount Sinai / Route 25a 950,000 3,324,000 4,274,000 57,000
6/30/00 San Antonio/Broadway St 1,131,000 4,569,000 5,700,000 72,000
6/30/00 Pinellas Park / Park Blvd 526,000 2,413,000 2,939,000 41,000
7/13/00 Lincolnwood 1,598,000 3,761,000 5,359,000 64,000
7/17/00 New Orleans/Lapalco&Broad 1,026,000 3,118,000 4,144,000 43,000
7/29/00 Tracy/1615& 1650 W.11th S 1,745,000 4,199,000 5,944,000 57,000
8/23/00 Parsppny(Morris Plains/Rt 1,501,000 4,153,000 5,654,000 56,000
8/31/00 Florissant/New Halls Fry 800,000 4,228,000 5,028,000 43,000
8/31/00 Orange, CA 661,000 1,544,000 2,205,000 15,000
9/1/00 Bayshore, NY 1,277,000 2,997,000 4,274,000 41,000
9/1/00 Los Angeles, CA 590,000 1,383,000 1,973,000 18,000
9/13/00 Merrillville/Broadway 343,000 2,464,000 2,807,000 25,000
9/15/00 Gardena / W. El Segundo 1,532,000 3,427,000 4,959,000 23,000
9/15/00 Chicago / Ashland Avenue 850,000 4,886,000 5,736,000 36,000
9/15/00 Oakland / Macarthur 678,000 2,766,000 3,444,000 18,000
9/15/00 Alexandria / Pickett Ii 2,743,000 6,212,000 8,955,000 36,000
9/15/00 Royal Oak / Coolidge Highway 1,062,000 2,587,000 3,649,000 16,000
9/15/00 Hawthorne / Crenshaw Blvd. 1,079,000 2,915,000 3,994,000 18,000
9/15/00 Rockaway / U.S. Route 46 2,424,000 4,957,000 7,381,000 30,000
9/15/00 Evanston / Greenbay 846,000 4,440,000 5,286,000 27,000
9/15/00 Los Angeles / Coliseum 3,109,000 4,017,000 7,126,000 23,000
9/15/00 Bethpage / Hempstead Turnpike 2,899,000 5,499,000 8,398,000 30,000
9/15/00 Northport / Fort Salonga Road 2,999,000 5,706,000 8,705,000 31,000
9/15/00 Brooklyn / St. Johns Place 3,492,000 6,054,000 9,546,000 36,000
9/15/00 Lake Ronkonkoma / Portion Rd. 937,000 4,213,000 5,150,000 22,000
9/15/00 Tampa/Gunn Hwy 1,843,000 4,306,000 6,149,000 28,000
9/18/00 Tampa/N. Del Mabry 2,204,000 5,155,000 7,359,000 798,000
F-68
Adjustments
Resulting
Initial Cost from the
-------------------------- Costs Acquisition
Date Buildings & Subsequent of Minority
Acquired Description Encumbrances Land Improvements to Acquisition interests
- ------------ --------------------------------- ------------ ----------- ------------- --------------- -------------
9/30/00 Marietta/Kennestone& Hwy5 - 622,000 3,388,000 4,000 -
9/30/00 Lilburn/Indian Trail - 1,695,000 5,170,000 5,000 -
11/15/00 Largo/Missouri, FL - 1,092,000 3,726,000 5,000 -
11/21/00 St. Louis/Wilson - 1,608,000 3,913,000 3,000 -
12/21/00 Houston, TX (7715 Katy Frwy) - 2,274,000 5,307,000 4,000 -
12/21/00 Houston, TX (10801 Katy Frwy) - 1,664,000 3,883,000 3,000 -
12/21/00 Houston, TX (Main St) - 1,681,000 3,923,000 3,000 -
12/21/00 Houston, TX (W. Loop/S. Frwy) - 2,036,000 4,750,000 4,000 -
12/29/00 Chicago, IL - 1,946,000 4,583,000 - -
12/29/00 Gardena - 4,223,000 1,550,000 - -
12/29/00 Raleigh/Glenwood - 1,545,000 3,257,000 - -
12/29/00 Frazier, PA - 800,000 2,935,000 - -
OTHER PROPERTIES
Glendale/Western Avenue - 1,622,000 3,771,000 8,623,000 -
11/15/95 Camarillo/Ventura Blvd - 180,000 420,000 32,000 -
12/01/99 Burlingame - 4,043,000 9,434,000 1,383,000 -
12/01/99 West Palm Beach - 984,000 2,358,000 42,000 -
12/01/99 St. Petersburg - 932,000 2,766,000 63,000 -
04/28/00 San Diego/Sorrento - 1,282,000 3,016,000 2,000 -
05/04/00 Van Nuys/Oxnard - 495,000 1,155,000 1,000 -
Construction in Progress - - - 238,587,000 -
Vacant Land - 306,000 - - -
-----------------------------------------------------------------------------
$26,753,000 $1,100,661,000 $2,590,404,000 $496,841,000 $185,098,000
=============================================================================
Gross Carrying Amount
At December 31, 2000
Date --------------------------------------------- Accumulated
Acquired Description Land Buildings Total Depreciation
- ------------ --------------------------------- -------------- ----------- ------------ --------------
9/30/00 Marietta/Kennestone& Hwy5 622,000 3,392,000 4,014,000 46,000
9/30/00 Lilburn/Indian Trail 1,695,000 5,175,000 6,870,000 53,000
11/15/00 Largo/Missouri, FL 1,092,000 3,731,000 4,823,000 12,000
11/21/00 St. Louis/Wilson 1,608,000 3,916,000 5,524,000 13,000
12/21/00 Houston, TX (7715 Katy Frwy) 2,274,000 5,311,000 7,585,000 -
12/21/00 Houston, TX (10801 Katy Frwy) 1,664,000 3,886,000 5,550,000 -
12/21/00 Houston, TX (Main St) 1,681,000 3,926,000 5,607,000 -
12/21/00 Houston, TX (W. Loop/S. Frwy) 2,036,000 4,754,000 6,790,000 -
12/29/00 Chicago, IL 1,946,000 4,583,000 6,529,000 -
12/29/00 Gardena 4,223,000 1,550,000 5,773,000 -
12/29/00 Raleigh/Glenwood 1,545,000 3,257,000 4,802,000 -
12/29/00 Frazier, PA 800,000 2,935,000 3,735,000 -
OTHER PROPERTIES
Glendale/Western Avenue 1,622,000 12,394,000 14,016,000 6,418,000
11/15/95 Camarillo/Ventura Blvd 180,000 452,000 632,000 93,000
12/01/99 Burlingame 4,043,000 10,817,000 14,860,000 383,000
12/01/99 West Palm Beach 913,000 2,471,000 3,384,000 100,000
12/01/99 St. Petersburg 936,000 2,825,000 3,761,000 117,000
04/28/00 San Diego/Sorrento 1,282,000 3,018,000 4,300,000 100,000
05/04/00 Van Nuys/Oxnard 495,000 1,156,000 1,651,000 23,000
Construction in Progress - 238,587,000 238,587,000 -
Vacant Land 306,000 - 306,000 -
-------------------------------------------------------------
$1,107,867,000 $3,265,137,000 $4,373,004,000 $668,018,000
=============================================================
F-69