10-K 1 a2039377z10-k.txt 10-K FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [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 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-12252 EQUITY RESIDENTIAL PROPERTIES TRUST (Exact Name of Registrant as Specified in Its Charter) MARYLAND 13-3675988 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) TWO NORTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606 (Address of Principal Executive Offices) (Zip Code) (312) 474-1300 (Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Common Shares of Beneficial Interest, New York Stock Exchange $0.01 Par Value (Name of Each Exchange (Title of Class) on Which Registered) Preferred Shares of Beneficial Interest, New York Stock Exchange $0.01 Par Value (Name of Each Exchange (Title of Class) on Which Registered) Securities registered pursuant to Section 12(g) of the Act: None 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. Yes X 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 the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of voting and non-voting shares held by non-affiliates of the Registrant was approximately $6.9 billion based upon the closing price on February 6, 2001 of $51.80 using beneficial ownership of shares rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to exclude voting shares owned by Trustees and Officers, some of whom may not be held to be affiliates upon judicial determination. At February 1, 2001, 132,790,407 of the Registrant's Common Shares of Beneficial Interest were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates by reference information to be contained in the Company's definitive proxy statement, which the Company anticipates will be filed no later than April 30, 2001, and thus these items have been omitted in accordance with General Instruction G(3) to Form 10-K. 2 EQUITY RESIDENTIAL PROPERTIES TRUST TABLE OF CONTENTS
PAGE ---- PART I. Item 1. Business 4 Item 2. The Properties 26 Item 3. Legal Proceedings 30 Item 4. Submission of Matters to a Vote of Security Holders 30 PART II. Item 5. Market for Registrant's Common Equity and Related Shareholder Matters 30 Item 6. Selected Financial Data 30 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 33 Item 7A. Quantitative and Qualitative Disclosure about Market Risk 43 Item 8. Financial Statements and Supplementary Data 43 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 43 PART III. Item 10. Trustees and Executive Officers of the Registrant 43 Item 11. Executive Compensation 43 Item 12. Security Ownership of Certain Beneficial Owners and Management 43 Item 13. Certain Relationships and Related Transactions 43 PART IV. Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 44
3 PART I ITEM 1. BUSINESS GENERAL Equity Residential Properties Trust ("EQR") is a self-administered and self-managed equity real estate investment trust ("REIT"). EQR was organized in March 1993 and commenced operations on August 18, 1993 upon completion of its initial public offering (the "EQR IPO") of 13,225,000 common shares of beneficial interest, $0.01 par value per share ("Common Shares"). EQR was formed to continue the multifamily property business objectives and acquisition strategies of certain affiliated entities controlled by Mr. Samuel Zell, Chairman of the Board of Trustees of EQR. These entities had been engaged in the acquisition, ownership and operation of multifamily residential properties since 1969. As used herein, the term "Company" includes EQR and those entities owned or controlled by it, as the survivor of the mergers between EQR and each of Wellsford Residential Property Trust ("Wellsford") (the "Wellsford Merger"), Evans Withycombe Residential, Inc. ("EWR") (the "EWR Merger"), Merry Land & Investment Company, Inc. ("MRY") (the "MRY Merger") and Lexford Residential Trust ("LFT") ("the LFT Merger") (collectively, the "Mergers"). The term "Company" also includes Globe Business Resources, Inc. ("Globe"), Temporary Quarters, Inc. ("TQ") and Grove Property Trust ("Grove"). The Company has elected to be taxed as a REIT under Section 856(c) of the Internal Revenue Code of 1986, as amended (the "Code"). The Company has formed a series of partnerships (the "Financing Partnerships") which beneficially own certain Properties (see definition below) that may be encumbered by mortgage indebtedness. In general, these are structured so that ERP Operating Limited Partnership (the "Operating Partnership"), a subsidiary of EQR, owns a 1% limited partner interest and a 98% general partner interest in each, with the remaining 1% general partner interest in each Financing Partnership owned by various qualified REIT subsidiaries wholly owned by the Company (each a "QRS Corporation"). Rental income from the Properties that are beneficially owned by a Financing Partnership is used first to service the applicable mortgage debt and pay other operating expenses and any excess is then distributed 1% to the applicable QRS Corporation, as the general partner of such Financing Partnership, and 99% to the Operating Partnership, as the sole 1% limited partner and as the 98% general partner. The Company has also formed a series of limited liability companies that own certain Properties (collectively, the "LLCs"). The Operating Partnership is a 99% managing member of each LLC and a QRS Corporation is a 1% member of each LLC. The Company's subsidiaries include the Operating Partnership, a series of management limited partnerships and companies (collectively, the "Management Partnerships" or the "Management Companies"), the Financing Partnerships, the LLC's and certain other entities. As of December 31, 2000, the Company owned or had interests in 1,104 multifamily properties containing 227,704 apartment units (individually, a "Property" and collectively, the "Properties") consisting of the following:
NUMBER OF NUMBER OF PROPERTIES UNITS ------------------------------------------------------------------------------- WHOLLY OWNED PROPERTIES 998 207,610 PARTIALLY OWNED PROPERTIES 15 3,067 UNCONSOLIDATED PROPERTIES 91 17,027 ---------------------------------- TOTAL PROPERTIES 1,104 227,704 ==================================
The "Partially Owned Properties" are controlled and partially owned by the Company but have partners with minority interests and are accounted for under the consolidation method of accounting. The "Unconsolidated Properties" are partially owned but not controlled by the Company and consist of investments in partnership interests and/or subordinated mortgages that are accounted for under the equity method of accounting 4 The Company is one of the largest publicly traded REIT's (based on the aggregate market value of its outstanding Common Shares) and is the largest publicly traded REIT owner of multifamily properties (based on the number of apartment units wholly owned and total revenues earned). The Company's Properties are located in 36 states with it's corporate headquarters located in Chicago, Illinois as well as over thirty management offices throughout The United States. The Company has approximately 7,400 employees. An on-site manager, who supervises the on-site employees and is responsible for the day-to-day operations of the Property, directs each of the Company's Properties. A leasing administrator and/or property administrator generally assists the manager. In addition, a maintenance director at each Property supervises a maintenance staff whose responsibilities include a variety of tasks, including responding to service requests, preparing vacant apartments for the next resident and performing preventive maintenance procedures year-round. BUSINESS OBJECTIVES AND OPERATING STRATEGIES The Company seeks to maximize both current income and long-term growth in income, thereby increasing: - the value of the Properties; - distributions on a per Common Share basis; and - shareholders' value. The Company's strategies for accomplishing these objectives are: - maintaining and increasing Property occupancy while increasing rental rates; - controlling expenses, providing regular preventive maintenance, making periodic renovations and enhancing amenities; - maintaining a ratio of consolidated debt-to-total market capitalization of less than 50%; - strategically acquiring and disposing of properties; and - purchasing newly developed, as well as co-investing in the development of, multifamily communities. - entering into joint ventures related to the ownership of established properties. - strategically investing in various businesses that will enhance services for the properties. The Company is committed to tenant satisfaction by striving to anticipate industry trends and implementing strategies and policies consistent with providing quality tenant services. In addition, the Company continuously surveys rental rates of competing properties and conducts satisfaction surveys of residents to determine the factors they consider most important in choosing a particular apartment unit. ACQUISITION STRATEGIES The Company anticipates that future property acquisitions will be located in the continental United States. Management will continue to use market information to evaluate acquisition opportunities. The Company's market database allows it to review the primary economic indicators of the markets where the Company currently manages Properties and where it expects to expand its operations. Acquisitions may be financed from various sources of capital, which may include retained cash flow, issuance of additional equity securities, sales of Properties and collateralized and uncollateralized borrowings. In addition, the Company may acquire additional multifamily properties in transactions that include the issuance of limited partnership interests in the Operating Partnership ("OP Units") as consideration for the acquired properties. Such transactions may, in certain circumstances, partially defer the sellers' tax consequences. When evaluating potential acquisitions, the Company will consider: 5 - the geographic area and type of community; - the location, construction quality, condition and design of the property; - the current and projected cash flow of the property and the ability to increase cash flow; - the potential for capital appreciation of the property; - the terms of resident leases, including the potential for rent increases; - the potential for economic growth and the tax and regulatory environment of the community in which the property is located; - the occupancy and demand by residents for properties of a similar type in the vicinity (the overall market and submarket); - the prospects for liquidity through sale, financing or refinancing of the property; - the benefits of integration into existing operations; and - competition from existing multifamily properties and the potential for the construction of new multifamily properties in the area. The Company expects to purchase multifamily properties with physical and market characteristics similar to the Properties. DEVELOPMENT STRATEGIES The Company seeks to make investments towards the development of properties in markets where it discerns strong demand, which will enable it to achieve superior rates of return. The Company's current communities under development and future developments are in markets or will be in markets where certain market demographics justify the development of high quality multifamily communities. In evaluating whether to develop an apartment community in a particular location, the Company analyzes relevant demographic, economic and financial data. Specifically, the Company considers the following factors, among others, in determining the viability of a potential new apartment community: - income levels and employment growth trends in the relevant market; - uniqueness of location; - household growth and net migration of the relevant market's population; - supply/demand ratio, competitive housing alternatives, sub-market occupancy and rent levels; - barriers to entry that would limit competition; and - purchase prices and yields of available existing stabilized communities, if any. DISPOSITION STRATEGIES Management will use market information to evaluate dispositions. Factors the Company considers in deciding whether to dispose of its Properties include the following: - potential increases in new construction; - areas where the economy is expected to decline substantially; and - markets where the Company does not intend to establish long-term concentrations. The Company will reinvest the proceeds received from property dispositions primarily to fund property acquisitions as well as fund development activities. In addition, when feasible the Company may structure these transactions as tax deferred exchanges. FINANCING STRATEGIES The Company intends to maintain a ratio of consolidated debt-to-total market capitalization of 50% or less. At December 31, 2000, the Company had a ratio of approximately 37.8% based on the market 6 value of equity equal to the closing price of the Company's Common Shares on the New York Stock Exchange and assuming conversion of all OP Units plus the liquidation preference of the Company's preferred shares of beneficial interest, $0.01 par value per share ("Preferred Shares") and the Operating Partnership's preference units and interests. It is the Company's policy that all indebtedness (other than short-term trade, employee compensation or similar indebtedness that will be paid in the ordinary course of business) be incurred by the Operating Partnership to the extent necessary to fund the business activities conducted by the Operating Partnership and its subsidiaries. The Operating Partnership filed a Form S-3 Registration Statement on August 25, 2000 to register $1 billion of debt securities. The SEC declared this registration statement effective on September 8, 2000. In addition, the Operating Partnership carried over $430 million related to the registration statement effective on February 27, 1998. As of December 31, 2000, $1.43 billion in debt securities remained available for issuance under this registration statement. The Company filed with the SEC on February 3, 1998 a Form S-3 Registration Statement to register $1 billion of equity securities. The SEC declared this registration statement effective on February 27, 1998. In addition, the Company carried over $272 million related to the registration statement which was declared effective on August 4, 1997. As of December 31, 2000, $1.1 billion in equity securities remained available for issuance under this registration statement. EQUITY OFFERINGS FOR THE YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000 During 1998, the Company: - Issued 93,521 Common Shares pursuant to its Employee Share Purchase Plan and received net proceeds of approximately $3.7 million. - Issued 1,023,184 Common Shares pursuant to its Share Purchase Plan and received net proceeds of approximately $50.7 million. - Issued 10,230 Common Shares pursuant to its Dividend Reinvestment Plan and received net proceeds of approximately $0.4 million. - Completed an offering on January 27, 1998 of 4,000,000 publicly registered Common Shares and received net proceeds of approximately $195.3 million. - Completed two offerings, on February 18, 1998 and February 23, 1998, respectively, for 988,340 and 1,000,000 publicly registered Common Shares. The Company received net proceeds from these offerings of approximately $95 million. - Completed an offering on March 30, 1998 of 495,663 publicly registered Common Shares and received net proceeds of approximately $23.7 million. - Completed an offering on April 29, 1998 of 946,565 publicly registered Common Shares and received net proceeds of approximately $44.1 million. - Completed its repurchase on September 20, 1998 of 2,367,400 of its Common Shares of beneficial interest, on the open market, for an average price of $40 per share. The Company paid approximately $94.7 million and subsequently retired the shares. During 1999, the Company: - Issued 147,885 Common Shares pursuant to its Employee Share Purchase Plan and received net proceeds of approximately $5.2 million. - Issued 22,534 Common Shares pursuant to its Share Purchase Plan and received net proceeds of approximately $1.0 million. - Issued 36,132 Common Shares pursuant to its Dividend Reinvestment Plan and received net proceeds of approximately $1.5 million. - Repurchased and retired on October 12, 1999 148,453 Common Shares previously issued in 7 connection with the LFT Merger. These Common Shares were owned by various LFT employees and trustees. The Company paid approximately $6.3 million in connection therewith. During 2000, the Company: - Issued 149,790 Common Shares pursuant to its Employee Share Purchase Plan and received net proceeds of approximately $5.4 million. - Issued 13,187 Common Shares pursuant to its Share Purchase Plan and received net proceeds of approximately $0.6 million. - Issued 34,752 Common Shares pursuant to its Dividend Reinvestment Plan and received net proceeds of approximately $1.7 million. During 2000 and 1999, the Company, through a subsidiary of the Operating Partnership, issued the following with an equity value totaling $186 million receiving net proceeds of $181.4 million: - 800,000 units of 8.00% Series A Cumulative Convertible Redeemable Preference Interests (collectively known as "Preference Interests") with an equity value of $40 million on September 27, 1999 receiving $39 million in net proceeds. The liquidation value of these units is $50 per unit. The 800,000 units are exchangeable into 800,000 shares of 8.00% Series M Cumulative Redeemable Preferred Shares of Beneficial Interest of the Company. Dividends for the Series A Preference Interests or the Series M Preferred Shares are payable quarterly at the rate of $4.00 per unit/share per year. - 1.1 million units of 8.50% Series B Cumulative Convertible Redeemable Preference Units with an equity value of $55.0 million on March 3, 2000 receiving $53.6 million in net proceeds. The liquidation value of these units is $50 per unit. The 1.1 million units are exchangeable into 1.1 million shares of 8.50% Series M-1 Cumulative Redeemable Preferred Shares of Beneficial Interest of the Company. Dividends for the Series B Preference Interests or the Series M-1 Preferred Shares are payable quarterly at the rate of $4.25 per unit/share per year. - 220,000 units of 8.50% Series C Cumulative Convertible Redeemable Preference Units with an equity value of $11.0 million on March 23, 2000 receiving $10.7 million in net proceeds. The liquidation value of these units is $50 per unit. The 220,000 units are exchangeable into 220,000 shares of 8.50% Series M-1 Cumulative Redeemable Preferred Shares of Beneficial Interest of the Company. Dividends for the Series C Preference Interests or the Series M-1 Preferred Shares are payable quarterly at the rate of $4.25 per unit/share per year. - 420,000 units of 8.375% Series D Cumulative Convertible Redeemable Preference Units with an equity value of $21.0 million on May 1, 2000 receiving $20.5 million in net proceeds. The liquidation value of these units is $50 per unit. The 420,000 units are exchangeable into 420,000 shares of 8.375% Series M-2 Cumulative Redeemable Preferred Shares of Beneficial Interest of the Company. Dividends for the Series D Preference Interests or the Series M-2 Preferred Shares are payable quarterly at the rate of $4.1875 per unit/share per year. - 1,000,000 units of 8.50% Series E Cumulative Convertible Redeemable Preference Units with an equity value of $50.0 million on August 11, 2000 receiving $48.8 million in net proceeds. The liquidation value of these units is $50 per unit. The 1,000,000 units are exchangeable into 1,000,000 shares of 8.50% Series M-3 Cumulative Redeemable Preferred Shares of Beneficial Interest of the Company. Dividends for the Series E Preference Interests or the Series M-3 Preferred Shares are payable quarterly at the rate of $4.25 per unit/share per year. - 180,000 units of 8.375% Series F Cumulative Convertible Redeemable Preference Units with an equity value of $9.0 million on December 8, 2000 receiving $8.775 million in net proceeds. The liquidation value of these units is $50 per unit. The 180,000 units are exchangeable into 180,000 shares of 8.375% Series M-2 Cumulative Redeemable Preferred Shares of the Company. Dividends for the Series F Preference interests or the Series M-2 Preferred Shares are payable quarterly at the rate of $4.1875 per unit/share per year. 8 The value of these Preference Interests are included in Minority Interests - Operating Partnership in the Consolidated Balance Sheets and the distributions incurred are included in preferred distributions in the Consolidated Statements of Operations. The Series M-1, M-2 and M-3 Preferred Shares are not convertible into EQR Common Shares. DEBT OFFERINGS FOR THE YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000 During 1998: - The Operating Partnership issued $300 million of unsecured fixed rate notes (the "2015 Notes") in April 1998 in a public debt offering which are due April 13, 2015, subject to a mandatory tender to the remarketing agent on April 13, 2005. - The Operating Partnership issued $100 million of Remarketed Reset Notes (the "August 2003 Notes") in a public debt offering in August 1998. The August 2003 Notes were issued at a discount, which is being amortized over the life of the notes on a straight-line basis. The August 2003 Notes are due August 21, 2003. During the period from and including August 21, 1998 to but excluding August 23, 1999 (the "Initial Spread Period") the interest rate on the August 2003 Notes was LIBOR plus 0.45%. The interest rate for the period from August 23, 1999 to August 22, 2000 was LIBOR plus 0.75%. Subsequent to August 22, 2000 the rate is LIBOR plus 0.65%. The Operating Partnership is entitled to redeem the August 2003 Notes on certain dates and in certain circumstances. The Operating Partnership received net proceeds of approximately $99.7 million in connection with this issuance. - The Operating Partnership issued $145 million of unsecured fixed rate notes (the "2000 Notes") in a public debt offering in September 1998 which were subsequently paid off in 2000 on the maturity date. During 1999: - The Operating Partnership issued $300 million of redeemable unsecured fixed rate notes (the "June 2004 Notes") in a public debt offering in June 1999. The June 2004 Notes were issued at a discount, which is being amortized over the life of the notes on a straight-line basis. The June 2004 Notes are due June 23, 2004. The annual interest rate on the June 2004 Notes is 7.10%, which is payable semiannually in arrears on December 23 and June 23, commencing December 23, 1999. The Operating Partnership received net proceeds of approximately $298.0 million in connection with this issuance. 9 The Operating Partnership did not issue new debt during the year ended December 31, 2000. CREDIT FACILITIES The Company has a revolving credit facility with Bank of America Securities LLC and Chase Securities Inc. acting as joint lead arrangers to provide the Operating Partnership with potential borrowings of up to $700 million. This line of credit matures in August 2002. As of February 15, 2001, $200 million was outstanding under this facility at a weighted average interest rate of 6.34%. In connection with its acquisition of Globe, the Company assumed a revolving credit facility with Fifth Third Bank with potential borrowings of up to $55.0 million. This line of credit matures in May, 2003. As of February 15, 2001, no amounts were outstanding under this facility. BUSINESS COMBINATIONS On October 19, 1998, the Company completed the acquisition of the multifamily property business of MRY through the MRY Merger. The transaction was valued at approximately $2.2 billion and included 108 Properties containing 32,315 units, three Properties under construction and/or expansion anticipated to contain 872 units and six Additional Properties containing 1,297 units that were contributed to six joint ventures. The purchase price consisted of: - 21.8 million Common Shares issued by the Company with a market value of approximately $1 billion; - liquidation value of $369.1 million for the following: a) MRY Series A Cumulative Convertible Preferred Shares of Beneficial Interest; b) MRY Series B Cumulative Convertible Preferred Shares of Beneficial Interest; c) MRY Series C Cumulative Convertible Preferred Shares of Beneficial Interest; d) MRY Series D Cumulative Redeemable Preferred Shares of Beneficial Interest; e) MRY Series E Cumulative Redeemable Preferred Shares of Beneficial Interest; - assumption of MRY's minority interest with a market value of approximately $40.2 million. - assumption of mortgage indebtedness, unsecured notes and the outstanding balance under a line of credit in the amount of $723.5 million; - assumption of other liabilities of approximately $46.5 million; and - other merger related costs of approximately $51.9 million. In the MRY Merger, each outstanding common share of beneficial interest of MRY was converted into .53 of a Common Share. In addition, MRY spun-off certain assets and liabilities to Merry Land Properties, Inc. ("MRYP Spinco"). In connection with this spin-off, each holder of MRY common shares received one share of MRYP Spinco for each twenty shares of MRY common held. As partial consideration for the transfer, the Company extended a $25 million, one year, non-revolving loan to MRYP Spinco pursuant to a Senior Debt Agreement. As additional consideration, the Company extended an additional $20 million of indebtedness to MRYP Spinco under a 15-year Subordinated Debt Agreement, bearing interest payable quarterly. The Company also entered into the Preferred Stock Agreement and received 5,000 shares of MRYP Spinco Preferred Stock with a liquidation preference of $1,000 per share. In June 1999, MRYP Spinco repaid the entire outstanding Senior Note balance of $18.3 million and the Subordinated Debt Agreement balance of $20.0 million and repurchased all 5,000 shares of the preferred stock for $2.7 million. There is no further obligation by either party in connection with these agreements. 10 In addition, MRY Series A Cumulative Convertible Preferred Shares of Beneficial Interest were redesignated as the Company's 164,951 Series H Cumulative Convertible Preferred Shares of Beneficial Interest, $0.01 par value per share (the "Series H Preferred Shares"), the MRY Series B Cumulative Convertible Preferred Shares of Beneficial Interest were redesignated as the Company's 4,000,000 Series I Cumulative Convertible Preferred Shares of Beneficial Interest, $0.01 par value per share (the "Series I Preferred Shares"), the MRY Series C Cumulative Convertible Preferred Shares of Beneficial Interest were redesignated as the Company's 4,599,400 Series J Cumulative Convertible Preferred Shares of Beneficial Interest, $0.01 par value per share (the "Series J Preferred Shares"), the MRY Series D Cumulative Redeemable Preferred Shares of Beneficial Interest were redesignated as the Company's 1,000,000 Series K Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (the "Series K Preferred Shares") and the MRY Series E Cumulative Redeemable Preferred Shares of Beneficial Interest were redesignated as the Company's 4,000,000 Series L Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (the "Series L Preferred Shares"). During 1999, all of the Series I Preferred Shares were converted into 2,566,797 Common Shares of the Company. During 2000, all of the remaining Series J Preferred Shares were converted into 2,822,012 Common Shares of the Company. On August 23, 1999, the Company sold its entire interest in the six joint venture properties to MRYP Spinco and received $54.1 million. There is no further obligation by either party in connection with the joint venture agreements. On October 1, 1999, the Company completed the acquisition of the multifamily property business of LFT through the LFT Merger. The transaction was valued at approximately $738 million and included 402 Properties of LFT containing 36,609 units. The purchase price consisted of: - 4.0 million Common Shares issued by the Company (each outstanding common share of beneficial interest of LFT was converted into .463 of a Common Share) with a market value of approximately $181.1 million; - assumption of mortgage indebtedness and unsecured notes in the amount of $528.3 million; - acquisition of other assets of approximately $40.9 million and assumption of other liabilities of approximately $25.3 million; and - other merger related costs of approximately $24.5 million. On July 11, 2000, the Company acquired Globe in an all cash and debt transaction valued at approximately $163.2 million. Globe provides fully furnished short-term housing through an inventory of leased housing units to transferring or temporarily assigned corporate personnel, new hires, trainees, consultants and individual customers throughout the United States. Additionally, Globe rents and sells furniture to a diversified base of commercial and residential customers throughout the United States. Shareholders of Globe received $13.00 per share, which approximated $58.7 million in cash based on the 4.5 million Globe shares outstanding. In addition, the Company: - Acquired $94.8 million in other Globe assets and assumed $29.6 million in other Globe liabilities. - Allocated $68.4 million to goodwill; - Recorded acquisition costs of $4.5 million; and - Assumed $70.4 million in debt, which included $1.4 million in mortgage debt, $39.5 million in unsecured notes, and Globe's line of credit totaling $29.5 million; On July 21, 2000, the Company, through its Globe subsidiary, acquired TQ, the leading corporate housing provider in Atlanta, Georgia, in a $3.3 million all cash transaction. On October 31, 2000 the Company acquired Grove, which included 60 properties containing 7,308 units for a total purchase price of $463.2 million. The Company: - Paid $17.00 per share or $141.6 million in cash to purchase the 8.3 million outstanding common 11 shares of Grove. - Paid $17.00 per unit or $12.4 million in cash to purchase 0.7 million Grove OP Units outstanding at the merger date. - Converted 2.1 million Grove OP Units to 0.8 of the Operating Partnership's OP units using the conversion ratio of 0.3696 (after cash-out of fractional units). The value of these converted OP units totaled $37.2 million. - Assumed $241.3 million in Grove debt, which included first and second mortgages totaling $203.4 million and Grove's line of credit totaling $38.0 million. Grove's line of credit and two mortgage loans totaling $7.8 million were paid off immediately after the closing. - Acquired $20.1 million in Grove assets and assumed $11.2 million in other Grove liabilities, including an earnout note payable liability totaling $1.5 million. This amount represents the estimated additional cash or OP Units required to be funded to the previous owners of Glen Meadow Apartments upon the transition of this property from subsidized to market rents. - Recorded acquisition costs of $19.5 million. The Company accounted for the Mergers and acquisitions as purchases in accordance with Accounting Principals Board Opinion No. 16. The fair value of the consideration given by the Company was used as the valuation basis for each of the combinations. COMPETITION All of the Properties are located in developed areas that include other multifamily properties. The number of competitive multifamily properties in a particular area could have a material effect on the Company's ability to lease units at the Properties or at any newly acquired properties and on the rents charged. The Company may be competing with other entities that have greater resources than the Company and whose managers have more experience than the Company's officers and trustees. In addition, other forms of multifamily properties, including multifamily properties and manufactured housing controlled by Mr. Zell, and single-family housing, provide housing alternatives to potential residents of multifamily properties. RISK FACTORS THE FOLLOWING RISK FACTORS OMIT THE USE OF DEFINED TERMS USED ELSEWHERE HEREIN AND CONTAIN DEFINED TERMS THAT ARE DIFFERENT FROM THOSE USED IN THE OTHER SECTIONS OF THIS REPORT. UNLESS OTHERWISE INDICATED, WHEN USED IN THIS SECTION, THE TERMS "WE" AND "US" REFER TO EQUITY RESIDENTIAL PROPERTIES TRUST AND ITS SUBSIDIARIES, INCLUDING ERP OPERATING LIMITED PARTNERSHIP. Set forth below are the risks that we believe are important to investors who purchase or own our common shares of beneficial interest or preferred shares of beneficial interest (which we refer to collectively as "Shares") or units of limited partnership interest ("Units") of ERP Operating Limited Partnership, our operating partnership, which are redeemable on a one-for-one basis for common shares or their cash equivalent. In this section, we refer to the Shares and the Units together as our "securities," and the investors who own Shares and/or Units as our "security holders." DEBT FINANCING AND PREFERRED SHARES COULD ADVERSELY AFFECT OUR PERFORMANCE 12 GENERAL The Company's total debt summary, as of December 31, 2000, included: -------------------------------------------------------------------------------- Debt Summary as of 12/31/00 --------------------------------------------------------------------------------
Weighted Average $ Millions Interest Rate ----------- ------------- Secured $3,231 6.91% Unsecured $2,475 7.07% ----------- ------------- Total $5,706 6.98% Fixed Rate $4,885 7.13% Floating Rate $821 6.09% ----------- ------------- Total $5,706 6.98% Above Totals Include: Total Tax Exempt $966 5.19% Unsecured Revolving Credit Facility $355 7.19% --------------------------------------------------------------------------------
In addition to debt, we have issued preferred shares of beneficial interest. Our use of debt and preferred equity financing creates certain risks, including the following. SCHEDULED DEBT PAYMENTS COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION In the future, our cash flow could be insufficient to meet required payments of principal and interest or to pay distributions on our securities at expected levels. We may not be able to refinance existing debt (which in virtually all cases requires substantial principal payments at maturity) and, if we can, the terms of such refinancing might not be as favorable as the terms of existing indebtedness. If principal payments due at maturity cannot be refinanced, extended or paid with proceeds of other capital transactions, such as new equity capital, our cash flow will not be sufficient in all years to repay all maturing debt. As a result, we may be forced to postpone capital expenditures necessary for the maintenance of our properties and may have to dispose of one or more properties on terms that would otherwise be unacceptable to us. FINANCIAL COVENANTS COULD ADVERSELY AFFECT THE COMPANY'S FINANCIAL CONDITION If a property we own is mortgaged to secure payment of indebtedness and we are unable to meet the mortgage payments, the holder of the mortgage could foreclose on the property, resulting in loss of income and asset value. Foreclosure on mortgaged properties or an inability to refinance existing indebtedness would likely have a negative impact on our financial condition and results of operations. A foreclosure could also result in our recognition of taxable income without our actually receiving cash proceeds from the disposition of the property with which to pay the tax. This could adversely affect our cash flow and could make it more difficult for us to meet our distribution requirements as a real estate investment trust (a "REIT"). The mortgages on our properties may contain customary negative covenants that, among other things, limit our ability, without the prior consent of the lender, to further mortgage the property and to discontinue insurance coverage. In addition, our credit facilities contain certain customary restrictions, 13 requirements and other limitations on our ability to incur indebtedness. The indentures under which a substantial portion of our debt was issued contain certain financial and operating covenants including, among other things, maintenance of certain financial ratios, as well as limitations on our ability to incur secured and unsecured indebtedness (including acquisition financing), sell all or substantially all of our assets and engage in mergers, consolidations and certain acquisitions. Accordingly, in the event that we are unable to raise additional equity or borrow money because of these restrictions, our ability to acquire additional properties may be limited. If we are unable to acquire additional properties, our ability to increase the distributions to security holders, as we have done in the past, will be limited to management's ability to increase funds from operations, and thereby cash available for distributions, from the existing properties in our portfolio at such time. Some of the properties were financed with tax-exempt bonds that contain certain restrictive covenants or deed restrictions. We have retained an independent outside consultant to monitor compliance with the restrictive covenants and deed restrictions that affect these properties. If these bond compliance requirements require us to lower our rental rates to attract low or moderate income tenants, or eligible/qualified tenants, then our income from these properties may be limited. OUR DEGREE OF LEVERAGE COULD LIMIT OUR ABILITY TO OBTAIN ADDITIONAL FINANCING Our debt to market capitalization ratio (total debt as a percentage of total debt plus the market value of the outstanding common and preferred shares and units) was approximately 37.8% as of December 31, 2000. We have a policy of incurring indebtedness for borrowed money only through the Operating Partnership and its subsidiaries and only if upon such incurrence our debt to market capitalization ratio would be approximately 50% or less. Our degree of leverage could have important consequences to security holders. For example, the degree of leverage could affect our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, development or other general corporate purposes, making us more vulnerable to a downturn in business or the economy generally. RISING INTEREST RATES COULD ADVERSELY AFFECT CASH FLOW Advances under our credit facility bear interest at variable rates based upon LIBOR available at various interest periods, plus a certain spread dependent upon the Company's credit rating. Certain of our senior unsecured debt instruments also, from time to time, bear interest at floating rates. We may also borrow additional money with variable interest rates in the future. Increases in interest rates would increase our interest expenses under these debt instruments and would increase the costs of refinancing existing indebtedness and of issuing new debt. Accordingly, higher interest rates would adversely affect cash flow and our ability to service our debt and to make distributions to security holders. CONTROL AND INFLUENCE BY SIGNIFICANT SHAREHOLDERS COULD BE EXERCISED IN A MANNER ADVERSE TO OTHER SHAREHOLDERS GENERAL As of February 1, 2001, (1) Samuel Zell and certain of the current holders of Units issued to affiliates of Mr. Zell, who contributed 33 properties to the Company at the time of our initial public offering, owned in the aggregate approximately 2.7% of our common shares (Mr. Zell and these affiliates are described herein as the "Zell Original Owners"); and (2) our executive officers and trustees, excluding Mr. Zell (see disclosure above), owned approximately 4.7% of our common shares. These percentages assume all options are exercised for common shares and all Units are converted to common shares. In addition, the consent of certain affiliates of Mr. Zell is required for certain amendments to the Fifth Amended and Restated ERP Operating Limited Partnership Agreement of Limited Partnership (the 14 "Partnership Agreement"). As a result of their security ownership and rights concerning amendments to the Partnership Agreement, Mr. Zell may have substantial influence over the Company. Although these security holders have not agreed to act together on any matter, they would be in a position to exercise even more influence over the Company's affairs if they were to act together in the future. This influence might be exercised in a manner that is inconsistent with the interests of other security holders. MR. ZELL AND OTHERS ARE EXEMPT FROM THE 5% OWNERSHIP LIMIT GENERALLY APPLICABLE TO SECURITIES HOLDERS In order to maintain its qualification as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"), not more than 50% of the value of the outstanding Shares may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities). To assure compliance with this test, our Declaration of Trust restricts the ownership of more than 5% of the lesser of the number or value of the outstanding Shares by any single security holder, subject to certain exceptions. These restrictions do not apply to the ownership of common shares that may be acquired by the holders of Units issued to the Zell Original Owners and the Starwood owners. Additionally, our Declaration of Trust exempts any transferees of such common shares from the 5% ownership limit, provided such transfers do not result in an increased concentration in the ownership. ENVIRONMENTAL PROBLEMS ARE POSSIBLE AND CAN BE COSTLY Federal, state and local laws and regulations relating to the protection of the environment may require a current or previous owner or operator of real estate to investigate and clean up hazardous or toxic substances or petroleum product releases at such property. The owner or operator may have to pay a governmental entity or third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with the contamination. These laws typically impose clean-up responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. Even if more than one person may have been responsible for the contamination each person covered by the environmental laws may be held responsible for all of the clean-up costs incurred. In addition, third parties may sue the owner or operator of a site for damages and costs resulting from environmental contamination emanating from that site. Environmental laws also govern the presence, maintenance and removal of asbestos. These laws require that owners or operators of buildings containing asbestos properly manage and maintain the asbestos, that they notify and train those who may come into contact with asbestos and that they undertake special precautions, including removal or other abatement, if asbestos would be disturbed during renovation or demolition of a building. These laws may impose fines and penalties on building owners or operators who fail to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers. Substantially all of our properties have been the subject of environmental assessments completed by qualified independent environmental consultant companies. These environmental assessments have not revealed, nor are we aware of, any environmental liability that our management believes would have a material adverse effect on our business, results of operations, financial condition or liquidity. We cannot assure you that existing environmental assessments of our properties reveal all environmental liabilities, that any prior owner of any of our properties did not create a material environmental condition not known to us, or that a material environmental condition does not otherwise exist as to any one or more of our properties. OUR PERFORMANCE AND SHARE VALUE ARE SUBJECT TO RISKS ASSOCIATED WITH THE REAL ESTATE INDUSTRY 15 GENERAL Real property investments are subject to varying degrees of risk and are relatively illiquid. Several factors may adversely affect the economic performance and value of our properties. These factors include changes in the national, regional and local economic climate, local conditions such as an oversupply of multifamily properties or a reduction in demand for our multifamily properties, the attractiveness of our properties to tenants, competition from other available multifamily property owners and changes in market rental rates. Our performance also depends on our ability to collect rent from tenants and to pay for adequate maintenance, insurance and other operating costs, including real estate taxes, which could increase over time. Also, the expenses of owning and operating a property are not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the property. WE MAY BE UNABLE TO RENEW LEASES OR RELET SPACE AS LEASES EXPIRE When our tenants decide not to renew their leases upon expiration, we may not be able to relet their space. Even if the tenants do renew or we can relet the space, the terms of renewal or reletting may be less favorable than current lease terms. If we are unable to promptly renew the leases or relet the space, or if the rental rates upon renewal or reletting are significantly lower than expected rates, then our results of operations and financial condition will be adversely affected. Consequently, our cash flow and ability to service debt and make distributions to security holders would be reduced. NEW ACQUISITIONS OR DEVELOPMENTS MAY FAIL TO PERFORM AS EXPECTED AND COMPETITION FOR ACQUISITIONS MAY RESULT IN INCREASED PRICES FOR PROPERTIES We intend to continue to actively acquire or develop multifamily properties. Newly acquired or developed properties may fail to perform as expected. We may underestimate the costs necessary to bring an acquired property up to standards established for its intended market position or to develop a property. Additionally, we expect that other major real estate investors with significant capital will compete with us for attractive investment opportunities. This competition has increased prices for multifamily properties. We may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms. BECAUSE REAL ESTATE INVESTMENTS ARE ILLIQUID, WE MAY NOT BE ABLE TO SELL PROPERTIES WHEN APPROPRIATE Real estate investments generally cannot be sold quickly. We may not be able to vary our portfolio promptly in response to economic or other conditions. This inability to respond promptly to changes in the performance of our investments could adversely affect our financial condition and ability to make distributions to our security holders. CHANGES IN LAWS COULD AFFECT OUR BUSINESS We are generally not able to pass through to our tenants under existing leases increases in real estate taxes, income taxes and service or other taxes. Consequently, any such increases may adversely affect our financial condition and limit our ability to make distributions to our security holders. Similarly, changes that increase our potential liability under environmental laws or our expenditures on environmental compliance would adversely affect our cash flow and ability to make distributions on our securities. SHAREHOLDERS' ABILITY TO EFFECT CHANGES IN CONTROL OF THE COMPANY IS LIMITED 16 PROVISIONS OF OUR DECLARATION OF TRUST AND BYLAWS COULD INHIBIT CHANGES IN CONTROL Certain provisions of our Declaration of Trust and Bylaws may delay or prevent a change in control of the Company or other transactions that could provide the security holders with a premium over the then-prevailing market price of their securities or which might otherwise be in the best interest of our security holders. These include a staggered Board of Trustees and the 5% Ownership Limit described below. See "-We Have a Share Ownership Limit for REIT Tax Purposes." Also, any future series of preferred shares of beneficial interest may have certain voting provisions that could delay or prevent a change of control or other transactions that might otherwise be in the interest of our security holders. WE HAVE A SHARE OWNERSHIP LIMIT FOR REIT TAX PURPOSES To remain qualified as a REIT for federal income tax purposes, not more than 50% in value of our outstanding Shares may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of any year. To facilitate maintenance of our REIT qualification, our Declaration of Trust, subject to certain exceptions, prohibits ownership by any single shareholder of more than 5% of the lesser of the number or value of the outstanding class of common or preferred shares. See "-Control and Influence by Significant Shareholders-Mr. Zell and Others are Exempt from the 5% Ownership Limit Generally Applicable to Securities Holders." We refer to this restriction as the "Ownership Limit." Absent any exemption or waiver, securities acquired or held in violation of the Ownership Limit will be transferred to a trust for the exclusive benefit of a designated charitable beneficiary, and the security holder's rights to distributions and to vote would terminate. A transfer of Shares may be void if it causes a person to violate the Ownership Limit. The Ownership Limit could delay or prevent a change in control and, therefore, could adversely affect our security holders' ability to realize a premium over the then-prevailing market price for their Shares. OUR PREFERRED SHARES OF BENEFICIAL INTEREST MAY AFFECT CHANGES IN CONTROL Our Declaration of Trust authorizes the Board of Trustees to issue up to 100 million preferred shares of beneficial interest, and to establish the preferences and rights (including the right to vote and the right to convert into common shares) of any preferred shares issued. The Board of Trustees may use its powers to issue preferred shares and to set the terms of such securities to delay or prevent a change in control of the Company, even if a change in control were in the interest of security holders. As of December 31, 2000, 20,003,166 preferred shares were issued and outstanding. INAPPLICABILITY OF MARYLAND LAW LIMITING CERTAIN CHANGES IN CONTROL Certain provisions of Maryland law applicable to real estate investment trusts prohibit "business combinations" (including certain issuances of equity securities) with any person who beneficially owns ten percent or more of the voting power of outstanding securities, or with an affiliate who, at any time within the two-year period prior to the date in question, was the beneficial owner of ten percent or more of the voting power of the trust's outstanding voting securities (an "Interested Shareholder"), or with an affiliate of an Interested Shareholder. These prohibitions last for five years after the most recent date on which the Interested Shareholder became an Interested Shareholder. After the five-year period, a business combination with an Interested Shareholder must be approved by two super-majority shareholder votes unless, among other conditions, the trust's holders of common shares receive a minimum price for their shares and the consideration is received in cash or in the same form as previously paid by the Interested Shareholder for its common shares. As permitted by Maryland law, however, the Board of Trustees of the Company has opted out of these restrictions with respect to any business combination involving the Zell Original Owners and persons acting in concert with any of the Zell Original Owners. Consequently, the five-year prohibition and the super-majority vote requirements 17 will not apply to a business combination involving us and any of them. Such business combinations may not be in the best interest of our security holders. OUR SUCCESS AS A REIT IS DEPENDENT ON COMPLIANCE WITH FEDERAL INCOME TAX REQUIREMENTS OUR FAILURE TO QUALIFY AS A REIT WOULD HAVE SERIOUS ADVERSE CONSEQUENCES TO OUR SECURITY HOLDERS We believe that we have qualified for taxation as a REIT for federal income tax purposes since our taxable year ended December 31, 1992. We plan to continue to meet the requirements for taxation as a REIT. Many of these requirements, however, are highly technical and complex. We cannot, therefore, guarantee that we have qualified or will qualify in the future as a REIT. The determination that we are a REIT requires an analysis of various factual matters that may not be totally within our control. For example, to qualify as a REIT, at least 95% of our gross income must come from sources that are itemized in the REIT tax laws. We are also required to distribute to security holders at least 95% of our REIT taxable income excluding capital gains. The fact that we hold our assets through ERP Operating Limited Partnership and its subsidiaries further complicates the application of the REIT requirements. Even a technical or inadvertent mistake could jeopardize our REIT status. Furthermore, Congress and the IRS might make changes to the tax laws and regulations, and the courts might issue new rulings that make it more difficult, or impossible, for us to remain qualified as a REIT. We do not believe, however, that any pending or proposed tax law changes would jeopardize our REIT status. If we fail to qualify as a REIT, we would be subject to federal income tax at regular corporate rates. Also, unless the IRS granted us relief under certain statutory provisions, we would remain disqualified as a REIT for four years following the year we first failed to qualify. If we fail to qualify as a REIT, we would have to pay significant income taxes. We, therefore, would have less money available for investments or for distributions to security holders. This would likely have a significant adverse affect on the value of our securities. In addition, we would no longer be required to make any distributions to security holders. WE COULD BE DISQUALIFIED AS A REIT OR HAVE TO PAY TAXES IF OUR MERGER PARTNERS DID NOT QUALIFY AS REIT'S If any of our recent merger partners had failed to qualify as a REIT throughout the duration of their existence, then they might have had undistributed "C corporation earnings and profits" at the time of their merger with us. If that was the case and we did not distribute those earnings and profits prior to the end of the year in which the merger took place, we might not qualify as a REIT. We believe that each of our merger partners qualified as a REIT and that, in any event, none of them had any undistributed "C corporation earnings and profits" at the time of their merger with us. If any of our merger partners failed to qualify as a REIT, an additional concern would be that they would have recognized taxable gain at the time they were merged with us. We would be liable for the tax on such gain. In this event, we would have to pay corporate income tax on any gain existing at the time of the applicable merger on assets acquired in the merger if the assets are sold within ten years of the merger. Finally, we could be precluded from electing REIT status for up to four years after the year in which the predecessor entity failed to qualify for REIT status. OTHER TAX LIABILITIES Even if we qualify as a REIT, we will be subject to certain federal, state and local taxes on our income and property. In addition, our third-party management operations, which are conducted through subsidiaries, generally will be subject to federal income tax at regular corporate rates. 18 WE DEPEND ON OUR KEY PERSONNEL We depend on the efforts of the Chairman of our Board of Trustees, Samuel Zell, and our executive officers, particularly Douglas Crocker II and Gerald A. Spector. If they resign, our operations could be temporarily adversely effected. Mr. Crocker and Mr. Spector have entered into Deferred Compensation Agreements with the Company which provide both with a salary benefit after their respective termination of employment with the Company. In addition, Mr. Zell, Mr. Crocker and Mr. Spector have entered into Noncompetition Agreements with the Company. COMPLIANCE WITH REIT DISTRIBUTION REQUIREMENTS MAY AFFECT OUR FINANCIAL CONDITION DISTRIBUTION REQUIREMENTS MAY INCREASE THE INDEBTEDNESS OF THE COMPANY We may be required from time to time, under certain circumstances, to accrue as income for tax purposes interest and rent earned but not yet received. In such event, or upon our repayment of principal on debt, we could have taxable income without sufficient cash to enable us to meet the distribution requirements of a REIT. Accordingly, we could be required to borrow funds or liquidate investments on adverse terms in order to meet these distribution requirements. WE ARE DEPENDENT ON EXTERNAL SOURCES OF CAPITAL Because of our annual REIT distribution requirements, we may not be able to fund all future capital needs, including for acquisitions and developments, from income generated by operations and the disposition of certain assets. We therefore may have to rely on third-party sources of capital, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of things, including the market's perception of our growth potential and our current and potential future earnings. Moreover, additional equity offerings, if pursued, may result in dilution of security holders' interests, and additional debt financing may increase our leverage. FEDERAL INCOME TAX CONSIDERATIONS GENERAL The following discussion summarizes all of the federal income tax considerations material to a holder of common shares. It is not exhaustive of all possible tax considerations. For example, it does not give a detailed discussion of any state, local or foreign tax considerations. The following discussion also does not address all tax matters that may be relevant to prospective shareholders in light of their particular circumstances. Moreover, it does not address all tax matters that may be relevant to shareholders who are subject to special treatment under the tax laws, such as insurance companies, tax-exempt entities, financial institutions or broker-dealers, foreign corporations and persons who are not citizens or residents of the United States. The specific tax attributes of a particular shareholder could have a material impact on the tax considerations associated with the purchase, ownership and disposition of common shares. Therefore, it is essential that each prospective shareholder consult with his or her own tax advisors with regard to the application of the federal income tax laws to the shareholder's personal tax situation, as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction. OUR TAXATION We elected REIT status beginning with the year that ended December 31, 1992. In any year in which we qualify as a REIT, we generally will not be subject to federal income tax on the portion of our 19 REIT taxable income or capital gain that we distribute to our shareholders. This treatment substantially eliminates the double taxation that applies to most corporations, which pay a tax on their income and then distribute dividends to shareholders who are in turn taxed on the amount they receive. However, we will be subject to federal income tax at regular corporate rates upon our REIT taxable income or capital gain that we do not distribute to our shareholders. We also may be subject to the corporate "alternate minimum tax" on items of preference under this alternative tax regime. In addition, we will be subject to a 4% excise tax if we do not satisfy specific REIT distribution requirements. Moreover, we may be subject to taxes in certain situations and on certain transactions that we do not presently contemplate. If we fail to qualify for taxation as a REIT in any taxable year, we will be subject to tax on our taxable income at regular corporate rates. We also may be subject to the corporate "alternate minimum tax." As a result, our failure to qualify as a REIT would significantly reduce the cash we have available to distribute to our shareholders. Unless entitled to statutory relief, we would be disqualified from qualification as a REIT for the four taxable years following the year during which qualification was lost. It is not possible to state whether we would be entitled to statutory relief. Our qualification and taxation as a REIT depend on our ability to satisfy various requirements under the Internal Revenue Code. We are required to satisfy these requirements on a continuing basis through actual annual operating and other results. These requirements relate to the sources of our gross income, the composition of our assets, the amount of dividends we pay to shareholders, the diversity of our share ownership, and other aspects of our operations. The purpose of these requirements is to allow the tax benefit of REIT status only to companies that: (a) primarily own, and primarily derive income from, real estate-related assets and certain other assets which are passive in nature, and (b) distribute 95% of the taxable income, 90% for taxable years beginning January 1, 2001, computed without regard to net capital gain, to shareholders. On December 17, 1999, as part of a larger bill, the President signed into law the REIT Modernization Act ("RMA"). Effective beginning January 1, 2001, the RMA has amended the tax rules relating to the composition of a REIT's assets. Under prior law, a REIT was precluded from owning more than 10% of the outstanding voting securities of any one issuer, other than a wholly owned subsidiary or another REIT. Beginning in 2001, a REIT will remain subject to this current restriction and will also be precluded from owning more than 10% of the value of all classes of any one issuer. There is an exception to this prohibition. A REIT will be allowed to own up to 100% of the securities of a taxable REIT subsidiary ("TRS") that can provide services to REIT tenants and others without disqualifying the rents that a REIT receives from its tenants. However, no more than 20% of the value of a REIT's total assets can be represented by securities of one or more TRS's. The amount of debt and rental payments from a TRS to a REIT will be limited to ensure that a TRS is subject to an appropriate level of corporate tax. The new 10% asset test will not apply to certain arrangements (including third party subsidiaries) in place on July 12, 1999, provided that a subsidiary does not engage in a "substantial" new line of business, its existing business does not increase, and a REIT does not acquire any new securities in the subsidiary. Under the RMA, a third party subsidiary will be able to convert tax free into a TRS. In addition to the above legislative changes, effective January 1, 2001, the distribution of taxable income requirement of a REIT has been reduced from 95% to 90%. Further, effective January 1, 2001, the 15% personal property test (which generally requires that a REIT's personal property not exceed 15% of its real and personal property in order for income to be considered rents from real property) will be based on fair market values instead of adjusted tax basis. 20 We believe that we have qualified as a REIT for all of our taxable years beginning with 1992. We also believe that our current structure and method of operation is such that we will continue to qualify as a REIT. However, we cannot guarantee that the actual results of our operations have satisfied or will satisfy the requirements under the Internal Revenue Code. Piper, Marbury, Rudnick & Wolfe, our special tax counsel, will provide an opinion to the effect that we were organized and have operated in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code for each of our taxable years beginning in 1992. The opinion will also provide that our current organization and method of operation should enable us to continue to meet the requirements for qualification and taxation as a REIT. It must be emphasized that the opinion will be based on various assumptions and factual representations relating to our organization and our prior and expected operations. In each case, these representations include representations about our predecessors. Piper, Marbury, Rudnick & Wolfe will not review our compliance with these requirements on a continuing basis. TAXATION OF TAXABLE DOMESTIC SHAREHOLDERS General. If we qualify as a REIT, distributions made to our taxable domestic shareholders with respect to their common shares, other than capital gain distributions, will be treated as ordinary income to the extent that the distributions come out of earnings and profits. These distributions will not be eligible for the dividends received deduction for shareholders that are corporations. In determining whether distributions are out of earnings and profits, we will allocate our earnings and profits first to preferred shares and second to the common shares. We cannot guarantee that we will have sufficient earnings and profits to cover distributions on the preferred shares. To the extent we make distributions to our taxable domestic shareholders in excess of our earnings and profits, such distributions will be considered a return of capital. Such distributions will be treated as a tax free distribution and will reduce the tax basis of a shareholder's common shares by the amount of the distribution so treated. To the extent that such distributions cumulatively exceed a taxable domestic shareholder's tax basis, such distributions are taxable as a gain from the sale of his shares. Shareholders may not include in their individual income tax returns any of our net operating losses or capital losses. Distributions made by us that we properly designate as capital gain dividends will be taxable to taxable domestic shareholders as gain from the sale or exchange of a capital asset held for more than one year. This treatment applies only to the extent that the designated distributions do not exceed our actual net capital gain for the taxable year. It applies regardless of the period for which a domestic shareholder has held his or her common shares. Despite this general rule, corporate shareholders may be required to treat up to 20% of certain capital gain dividends as ordinary income. Generally, we will classify a portion of our designated capital gains dividend as a 20% rate gain distribution and the remaining portion as an unrecaptured Section 1250 gain distribution. As the names suggest, a 20% rate gain distribution would be taxable to taxable domestic shareholders that are individuals, estates or trusts at a maximum rate of 20%. An unrecaptured Section 1250 gain distribution would be taxable to taxable domestic shareholders that are individuals, estates or trusts at a maximum rate of 25%. If, for any taxable year, we elect to designate as capital gain dividends any portion of the dividends paid or made available for the year to holders of all classes of shares of beneficial interest, then the portion of the capital gains dividends that will be allocable to the holders of common shares will be the total capital gain dividends multiplied by a fraction. The numerator of the fraction will be the total dividends paid or made available to the holders of the common shares for the year. The denominator of 21 the fraction will be the total dividends paid or made available to holders of all classes of shares of beneficial interest. In general, a shareholder will recognize gain or loss for federal income tax purposes on the sale or other disposition of common shares in an amount equal to the difference between: (a) the amount of cash and the fair market value of any property received in the sale or other disposition, and (b) the shareholder's adjusted tax basis in the common shares. The gain or loss will be capital gain or loss if the common shares were held as a capital asset. Generally, the capital gain or loss will be long-term capital gain or loss if the common shares were held for more than one year. The Taxpayer Relief Act of 1997 allows the IRS to issue regulations relating to the manner in which capital gain rates will apply to sales of capital assets by REIT's and to sales of interests in REIT's. The IRS has not issued these regulations. However, if the IRS does issue these regulations, they could affect the taxation of gain and loss realized on the disposition of common shares. Shareholders are urged to consult with their own tax advisors with respect to the rules contained in the Taxpayer Relief Act. In general, a loss recognized by a shareholder upon the sale of common shares that were held for six months or less, determined after applying certain holding period rules, will be treated as long-term capital loss to the extent that the shareholder received distributions that were treated as long-term capital gains. For shareholders who are individuals, trusts and estates, the long-term capital loss will be apportioned among the applicable long-term capital gain rates to the extent that distributions received by the shareholder were previously so treated. We may elect to retain (rather than distribute as is generally required) net capital gain for a taxable year and pay the income tax on that gain. If we make this election, shareholders must include in income, as long-term capital gain, their proportionate share of the undistributed net capital gain. Shareholders will be treated as having paid their proportionate share of the tax paid by us on these gains. Accordingly, they will receive a credit or refund for the amount. Shareholders will increase the basis in their common shares by the difference between the amount of capital gain included in their income and the amount of the tax they are treated as having paid. Our earnings and profits will be adjusted appropriately. TAXATION OF TAX-EXEMPT SHAREHOLDERS Most tax-exempt organizations are not subject to federal income tax except to the extent of their unrelated business taxable income, which is often referred to as UBTI. Unless a tax-exempt shareholder holds its common shares as debt financed property or uses the common shares in an unrelated trade or business, distributions to the shareholder should not constitute UBTI. Similarly, if a tax-exempt shareholder sells common shares, the income from the sale should not constitute UBTI unless the shareholder held the shares as debt financed property or used the shares in a trade or business. However, for tax-exempt shareholders that are social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, and qualified group legal services plans, income from owning or selling common shares will constitute UBTI unless the organization is able to properly deduct amounts set aside or placed in reserve so as to offset the income generated by its investment in common shares. These shareholders should consult their own tax advisors concerning these set aside and reserve requirements which are set forth in the Internal Revenue Code. In addition, certain pension trusts that own more than 10% of a pension-held REIT must report a 22 portion of the distributions that they receive from the REIT as UBTI. We have not been and do not expect to be treated as a pension-held REIT for purposes of this rule. TAXATION OF FOREIGN SHAREHOLDERS The following is a discussion of certain anticipated United States federal income tax consequences of the ownership and disposition of common shares applicable to a foreign shareholder. It is based on current law and is for general information only. A "foreign shareholder" is any person other than: (a) a citizen or resident of the United States, (b) a corporation or partnership created or organized in the United States or under the laws of the United States or of any state thereof, or (c) an estate or trust whose income is includable in gross income for United States federal income tax purposes regardless of its source. Distributions by Us. Distributions by us to a foreign shareholder that are neither attributable to gain from sales or exchanges by us of United States real property interests nor designated by us as capital gains dividends will be treated as dividends of ordinary income to the extent that they are made out of our earnings and profits. These distributions ordinarily will be subject to withholding of United States federal income tax on a gross basis at a 30% rate, or a lower treaty rate, unless the dividends are treated as effectively connected with the conduct by the foreign shareholder of a United States trade or business. Please note that under certain treaties lower withholding rates generally applicable to dividends do not apply to dividends from REIT's. Dividends that are effectively connected with a United States trade or business will be subject to tax on a net basis at graduated rates, and are generally not subject to withholding. Certification and disclosure requirements must be satisfied before a dividend is exempt from withholding under this exemption. A foreign shareholder that is a corporation also may be subject to an additional branch profits tax at a 30% rate or a lower treaty rate. We expect to withhold United States income tax at the rate of 30% on any distributions made to a foreign shareholder unless: (a) a lower treaty rate applies and any required form or certification evidencing eligibility for that reduced rate is filed with us, or (b) the foreign shareholder files an IRS Form 4224 with us claiming that the distribution is effectively connected income. A distribution in excess of our current or accumulated earnings and profits will not be taxable to a foreign shareholder to the extent that the distribution does not exceed the adjusted basis of the shareholder's common shares. Instead, the distribution will reduce the adjusted basis of the common shares. To the extent that the distribution exceeds the adjusted basis of the common shares, it will give rise to gain from the sale or exchange of the shareholder's common shares. The tax treatment of this gain is described below. As a result of a legislative change made by the Small Business Job Protection Act of 1996, it appears that we will be required to withhold 10% of any distribution in excess of our earnings and profits. Consequently, although we intend to withhold at a rate of 30%, or a lower applicable treaty rate, on the entire amount of any distribution, to the extent that we do not do so, distributions will be subject to withholding at a rate of 10%. However, a foreign shareholder may seek a refund of the withheld amount from the IRS if it subsequently determined that the distribution was, in fact, in excess of our earnings and profits, and the amount withheld exceeded the foreign shareholder's United States tax liability with respect to the distribution. 23 Distributions to a foreign shareholder that we designate at the time of the distributions as capital gain dividends, other than those arising from the disposition of a United States real property interest, generally will not be subject to United States federal income taxation unless: (a) the investment in the common shares is effectively connected with the foreign shareholder's United States trade or business, in which case the foreign shareholder will be subject to the same treatment as domestic shareholders, except that a shareholder that is a foreign corporation may also be subject to the branch profits tax, as discussed above, or (b) the foreign shareholder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and has a "tax home" in the United States, in which case the nonresident alien individual will be subject to a 30% tax on the individual's capital gains. Under the Foreign Investment in Real Property Tax Act, which is known as FIRPTA, distributions to a foreign shareholder that are attributable to gain from sales or exchanges of United States real property interests will cause the foreign shareholder to be treated as recognizing the gain as income effectively connected with a United States trade or business. This rule applies whether or not a distribution is designated as a capital gain dividend. Accordingly, foreign shareholders generally would be taxed on these distributions at the same rates applicable to U.S. shareholders, subject to a special alternative minimum tax in the case of nonresident alien individuals. In addition, a foreign corporate shareholder might be subject to the branch profits tax discussed above. We are required to withhold 35% of these distributions. The withheld amount can be credited against the foreign shareholder's United States federal income tax liability. Although the law is not entirely clear on the matter, it appears that amounts we designate as undistributed capital gains in respect of the common shares held by U.S. shareholders would be treated with respect to foreign shareholders in the same manner as actual distributions of capital gain dividends. Under that approach, foreign shareholders would be able to offset as a credit against the United States federal income tax liability their proportionate share of the tax paid by us on these undistributed capital gains. In addition, foreign shareholders would be able to receive from the IRS a refund to the extent their proportionate share of the tax paid by us were to exceed their actual United States federal income tax liability. SALES OF COMMON SHARES. Gain recognized by a foreign shareholder upon the sale or exchange of common shares generally will not be subject to United States taxation unless the shares constitute a "United States real property interest" within the meaning of FIRPTA. The common shares will not constitute a United States real property interest so long as we are a domestically controlled REIT. A domestically controlled REIT is a REIT in which at all times during a specified testing period less than 50% in value of its stock is held directly or indirectly by foreign shareholders. We believe that we are a domestically controlled REIT. Therefore, we believe that the sale of common shares will not be subject to taxation under FIRPTA. However, because common shares and preferred shares are publicly traded, we cannot guarantee that we will continue to be a domestically controlled REIT. In any event, gain from the sale or exchange of common shares not otherwise subject to FIRPTA will be taxable to a foreign shareholder if either: (a) the investment in the common shares is effectively connected with the foreign shareholder's United States trade or business, in which case the foreign shareholder will be subject to the same treatment as domestic shareholders with respect to the gain, or (b) the foreign shareholder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and has a tax home in the United States, in which case the nonresident alien individual will be subject to a 30% tax on the individual's 24 capital gains. Even if we do not qualify as or cease to be a domestically controlled REIT, gain arising from the sale or exchange by a foreign shareholder of common shares still would not be subject to United States taxation under FIRPTA as a sale of a United States real property interest if: (a) the class or series of shares being sold is "regularly traded," as defined by applicable IRS regulations, on an established securities market such as the New York Stock Exchange, and (b) the selling foreign shareholder owned 5% or less of the value of the outstanding class or series of shares being sold throughout the five-year period ending on the date of the sale or exchange. If gain on the sale or exchange of common shares were subject to taxation under FIRPTA, the foreign shareholder would be subject to regular United States income tax with respect to the gain in the same manner as a taxable U.S. shareholder, subject to any applicable alternative minimum tax, a special alternative minimum tax in the case of nonresident alien individuals and the possible application of the branch profits tax in the case of foreign corporations. The purchaser of the common shares would be required to withhold and remit to the IRS 10% of the purchase price. OUR MANAGEMENT COMPANY AND OTHER SUBSIDIARIES. A small portion of the cash to be used by the Operating Partnership to fund distributions to us is expected to come from payments of dividends on non-voting stock of management companies and other companies held by the Operating Partnership. These companies pay federal and state income tax at the full applicable corporate rates. They will attempt to minimize the amount of these taxes, but we cannot guarantee whether or the extent to, which measures taken to minimize these taxes, will be successful. To the extent that these companies are required to pay taxes, the cash available for distribution from these management companies by us to shareholders will be reduced accordingly. STATE AND LOCAL TAXES. We and our shareholders may be subject to state or local taxation in various jurisdictions, including those in which it or they transact business or reside. The state and local tax treatment of us and our shareholders may not conform to the federal income tax consequence discussed above. It is our belief that all the states will eventually conform with the RMA as described above. Consequently, prospective shareholders should consult their own tax advisors regarding the effect of state and local tax laws on an investment in common shares. 25 ITEM 2. THE PROPERTIES As of December 31, 2000, the Company owned or had interests in a portfolio of 1,104 multifamily Properties located in 36 states containing 227,704 apartment units. The Company has:
AVERAGE AVERAGE AVERAGE NUMBER OF NUMBER OCCUPANCY MONTHLY RENT TYPE PROPERTIES OF UNITS PERCENTAGE POSSIBLE -------------------------------------------------------------------------- GARDEN 698 267 94.8% $825 MID/HIGH-RISE 27 314 95.0% $1,364 RANCH 379 86 92.8% $481 ---------- TOTAL 1,104 ==========
Tenant leases are generally year-to-year and require security deposits. The garden-style properties are generally defined as properties with two and/or three floors while the mid-rise/high-rise properties are defined as properties greater than three floors. These two property types typically provide residents with amenities, which may include a clubhouse, swimming pool, laundry facilities and cable television access. Certain of these properties offer additional amenities such as saunas, whirlpools, spas, sports courts and exercise rooms or other amenities. The ranch-style properties, which are defined as single story properties, generally do not provide additional amenities for residents other than common laundry facilities and cable television access. It is management's role to monitor compliance with Property policies and to provide preventive maintenance of the Properties including common areas, facilities and amenities. The Company holds periodic meetings of its Property management personnel for training and implementation of the Company's strategies. The Company believes that, due in part to this strategy, the Properties historically have had high occupancy rates. The distribution of the Properties throughout the United States reflects the Company's belief that geographic diversification helps insulate the portfolio from regional and economic influences. At the same time, the Company has sought to create clusters of Properties within each of its primary markets in order to achieve economies of scale in management and operation; however, the Company may acquire additional multifamily properties located anywhere in the United States. The Company beneficially owns fee simple title to 991 of the 998 controlled properties and holds a remaining 66-year leasehold interest with respect to one Property (Mallgate). In addition, with respect to two Properties, the Company owns the debt collateralized by such Properties and with respect to four Properties, the Company owns an interest in the debt collateralized by the Properties. The remaining 106 properties represent Partially Owned and Unconsolidated Properties containing 20,094 units. Direct fee simple title for certain of the Properties is owned by single-purpose nominee corporations, LLC's or land trusts that engage in no business other than holding title to the Property for the benefit of the Company. Holding title in such a manner is expected to make it less costly to transfer such Property in the future in the event of a sale and should facilitate financing, since lenders often require title to a Property to be held in a single purpose entity in order to isolate that Property from potential liabilities of other Properties. Direct fee simple title for certain other Properties is owned by a single LLC. The Company also leases (under operating leases) various management, regional and corporate offices throughout the United States. 26 The following tables set forth certain information by type and state relating to the Properties at December 31, 2000. GARDEN-STYLE PROPERTIES
DECEMBER 31, 2000 ----------------------------- AVERAGE AVERAGE MONTHLY RENT NUMBER OF NUMBER PERCENTAGE OF OCCUPANCY POSSIBLE PER STATE PROPERTIES OF UNITS TOTAL UNITS PERCENTAGE UNIT ----------------------------------------------------------------------------------------------------- Alabama 12 2,483 1.09 % 90.7 % $513 Arizona 58 16,866 7.41 94.6 754 California 84 21,112 9.27 94.6 1,192 Colorado 29 7,989 3.51 95.5 813 Connecticut 24 2,670 1.17 96.2 806 Florida 81 23,541 10.34 94.3 755 Georgia 41 13,325 5.85 95.7 809 Illinois 7 2,360 1.04 93.8 1,036 Iowa 1 200 0.09 96.0 636 Kansas 6 2,392 1.05 95.6 739 Kentucky 5 1,610 0.71 92.4 592 Maine 5 672 0.30 96.7 809 Maryland 23 5,419 2.38 96.1 830 Massachusetts 34 4,779 2.10 96.7 968 Michigan 10 3,056 1.34 93.9 859 Minnesota 17 3,641 1.60 94.0 946 Missouri 8 1,590 0.70 96.3 678 Nevada 8 2,445 1.07 92.1 679 New Hampshire 1 390 0.17 98.7 929 New Jersey 3 1,276 0.56 96.0 1,137 New Mexico 4 1,073 0.47 95.8 669 North Carolina 38 10,358 4.55 94.9 661 Ohio 1 827 0.36 97.3 843 Oklahoma 8 2,036 0.89 95.1 574 Oregon 10 3,290 1.44 94.5 698 Rhode Island 5 778 0.34 96.6 841 South Carolina 6 1,021 0.45 95.6 554 Tennessee 17 4,967 2.18 92.5 676 Texas 85 26,442 11.61 94.9 737 Utah 4 1,426 0.63 90.7 628 Virginia 16 4,837 2.12 92.8 841 Washington 43 10,367 4.55 96.0 832 Wisconsin 4 1,281 0.56 93.9 931 ------ --------- ------ TOTAL GARDEN-STYLE 698 186,519 81.9 % ------ --------- ------ ------ ------ AVERAGE GARDEN-STYLE 267 94.8 % $825 --------- ------ ------
27 MID-RISE/HIGH-RISE PROPERTIES
DECEMBER 31, 2000 ---------------------------- AVERAGE AVERAGE MONTHLY RENT NUMBER OF NUMBER PERCENTAGE OF OCCUPANCY POSSIBLE PER STATE PROPERTIES OF UNITS TOTAL UNITS PERCENTAGE UNIT ----------------------------------------------------------------------------------------------------- California 1 164 0.07 % 94.6 % $2,300 Connecticut 2 407 0.18 97.8 2,111 Florida 2 457 0.20 96.5 1,006 Illinois 1 1,420 0.62 94.8 844 Massachusetts 9 2,806 1.23 97.5 1,346 Minnesota 1 162 0.07 98.2 1,297 New Jersey 2 684 0.30 97.8 2,172 Ohio 1 765 0.34 67.5 954 Oregon 1 525 0.23 94.1 983 Texas 2 333 0.15 91.2 1,063 Virginia 1 277 0.12 97.8 1,169 Washington 4 472 0.21 93.3 1,117 ------ -------- ------ TOTAL MID-RISE/HIGH-RISE 27 8,472 3.7 % ------ -------- ------ ------- ------- AVERAGE MID-RISE/HIGH-RISE 314 95.0 % $1,364 -------- ------- -------
RANCH-STYLE PROPERTIES ----------------------------------------------------------------------------------------------------- Alabama 2 159 0.07 % 89.2 % 392 Florida 102 9,453 4.15 91.9 490 Georgia 60 4,964 2.18 92.8 513 Indiana 51 4,415 1.94 92.5 457 Kentucky 23 1,808 0.79 92.1 444 Maryland 4 413 0.18 96.3 561 Michigan 21 1,720 0.76 95.5 563 Ohio 96 8,120 3.57 93.1 457 Pennsylvania 7 580 0.25 93.7 553 South Carolina 3 269 0.12 89.1 453 Tennessee 5 348 0.15 95.2 462 Texas 1 67 0.03 99.0 486 West Virginia 4 397 0.17 91.3 423 ------ -------- ------ TOTAL RANCH-STYLE 379 32,713 14.4 % ------ -------- ------ ------- ------- AVERAGE RANCH-STYLE 86 92.8 % $481 -------- ------- ------- ------ -------- ------ TOTAL EQR RESIDENTIAL 1,104 227,704 100 % PORTFOLIO ====== ======= ======
28 The properties currently under development are included in the following table. DEVELOPMENT PROJECTS
DEVELOPMENT ESTIMATED EQR TOTAL EQR ESTIMATED COST FUNDED FUTURE FUNDING FUNDING DEVELOPMENT AT 12/31/2000 OBLIGATION OBLIGATION ESTIMATED DEVELOPMENT NUMBER OF NUMBER COST (IN (IN (IN (IN COMPLETION PROJECT NAME LOCATION PROPERTIES OF UNITS MILLIONS) MILLIONS)(1) MILLIONS)(1) MILLIONS)(1) DATE ----------------------------------------------------------------------------------------------------------------------------------- EXPANSION PROJECTS La Mirage IV (2) San Diego, CA 1 340 $54.4 $21.1 $33.3 $54.4 Q3 2001 Prospect Towers II (2) Hackensack, NJ 1 203 43.1 5.8 37.3 43.1 Q1 2002 ---------- -------- ----------- ------------- -------------- ------------ Total 2 543 $97.5 $26.9 $70.6 $97.5 ---------- -------- ----------- ------------- -------------- ------------ LINCOLN PROPERTY COMPANY JOINT VENTURE PROJECTS Braintree Woods Braintree, MA 1 202 $27.4 $6.8 $0.0 $6.8 Q1 2001 Eden Village Loudon County, VA 1 290 29.4 6.1 1.3 7.4 Q2 2002 Fairfax Corners Fairfax, VA 1 652 63.9 16.0 0.0 16.0 Q3 2001 Lakeside Park (3) Tampa, FL 1 264 17.7 4.4 0.0 4.4 Completed Potomac Yard Alexandria, VA 1 588 67.5 16.9 0.0 16.9 Q3 2001 Regents Court San Diego, CA 1 251 37.1 9.3 0.0 9.3 Q3 2001 Renaissance on Peidmont Atlanta, GA 1 322 36.2 9.1 0.0 9.1 Q3 2001 Savannah at Park Place Atlanta, GA 1 416 43.9 11.0 0.0 11.0 Q1 2001 The Landings (3) Lake Zurich, IL 1 206 20.9 5.2 0.0 5.2 Completed Waltham Terrace Waltham, MA 1 192 27.0 0.0 6.8 6.8 Q4 2001 ---------- -------- ----------- ------------- -------------- ------------ Total 10 3,383 $371.0 $84.8 $8.1 $92.9 ---------- -------- ----------- ------------- -------------- ------------ LEGACY PARTNERS JOINT VENTURE PROJECTS Hampden Town Center Aurora, CO 1 444 $44.8 $11.2 $0.0 $11.2 Q3 2001 Homestead at Canyon Park Bothell, WA 1 200 22.4 5.6 0.0 5.6 Q3 2001 Legacy Towers Seattle, WA 1 327 87.7 21.9 0.0 21.9 Q1 2002 Warner Ridge Woodland Hills, CA 1 579 111.2 27.8 0.0 27.8 Q3 2002 ---------- -------- ----------- ------------- -------------- ------------ Total 4 1,550 $266.1 $66.5 $0.0 $66.5 ---------- -------- ----------- ------------- -------------- ------------ EARNOUT PROJECTS Parkfield (3) Denver, CO 1 476 $37.9 $33.4 $4.5 $37.9 Completed ---------- -------- ----------- ------------- -------------- ------------ Total 1 476 $37.9 $33.4 $4.5 $37.9 ---------- -------- ----------- ------------- -------------- ------------ TOTAL PROJECTS UNDER DEVELOPMENT 17 5,952 $772.5 $211.6 $83.2 $294.8 ===============================================================================
(1) The Company's funding of Lincoln Property Company Joint Venture and Legacy Partners Joint Venture Projects is limited to 25% of the total development cost. (2) Estimated development cost does not include the cost of land previously acquired by the Company. (3) Properties were substantially complete as of December 31, 2000. As such, these properties are also included in the outstanding property and unit counts. 29 ITEM 3. LEGAL PROCEEDINGS Only ordinary routine litigation incidental to the business, which is not deemed material, was initiated during the year ended December 31, 2000. As of December 31, 2000, the Company does not believe there is any other litigation threatened against the Company other than routine litigation arising out of the ordinary course of business, some of which is expected to be covered by liability insurance, none of which is expected to have a material adverse effect on the consolidated financial statements of the Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS The following table sets forth, for the periods indicated, the high and low sales prices for and the distributions paid on the Company's Common Shares which trade on the New York Stock Exchange under the trading symbol EQR.
SALES PRICE -------------------- HIGH LOW DISTRIBUTIONS ---- --- ------------- FISCAL YEAR 1999 Fourth Quarter Ended December 31, 1999 $43.25 $38.25 $0.76 Third Quarter Ended September 30, 1999 $45.25 $40.6875 $0.76 Second Quarter Ended June 30, 1999 $48.375 $40.25 $0.71 First Quarter Ended March 31, 1999 $41.9375 $39.875 $0.71
SALES PRICE ------------------------- HIGH LOW DISTRIBUTIONS ---- --- ------------- FISCAL YEAR 2000 Fourth Quarter Ended December 31, 2000 $57.25 $44.50 $0.815 Third Quarter Ended September 30, 2000 $51.1875 $46.75 $0.815 Second Quarter Ended June 30, 2000 $48.50 $40.00 $0.76 First Quarter Ended March 31, 2000 $44.50 $38.6875 $0.76
The number of beneficial holders of Common Shares at February 1, 2001, was approximately 61,000. The number of outstanding Common Shares as of February 1, 2001 was 132,790,407. ITEM 6. SELECTED FINANCIAL DATA The following table sets forth selected financial and operating information on a historical basis for the Company. The following information should be read in conjunction with all of the financial statements and notes thereto included elsewhere in this Form 10-K. The historical operating and balance sheet data have been derived from the historical Financial Statements of the Company audited by Ernst & Young LLP, independent auditors. Certain capitalized terms as used herein, are defined in the Notes to the Consolidated Financial Statements. 30 EQUITY RESIDENTIAL PROPERTIES TRUST CONSOLIDATED HISTORICAL FINANCIAL INFORMATION (FINANCIAL INFORMATION IN THOUSANDS EXCEPT FOR PER SHARE AND PROPERTY DATA)
YEAR ENDED DECEMBER 31, ------------------------------------------------------------------------- 2000 1999 1998 1997 1996 ------------ ------------ ------------- ------------- ----------- OPERATING DATA: Total revenues $ 2,030,340 $ 1,742,627 $ 1,333,891 $ 747,078 $ 478,385 ============ ============ ============= ============= =========== Income before allocation to Minority Interests, income from investments in unconsolidated entities, net gain on sales of real estate, and extraordinary items $ 380,613 $ 319,842 $ 251,927 $ 176,014 $ 97,033 ============ ============ ============= ============= =========== Net income $ 549,451 $ 393,881 $ 258,206 $ 176,592 $ 101,624 ============ ============ ============= ============= =========== Net income available to Common Shares $ 437,510 $ 280,685 $ 165,289 $ 117,580 $ 72,609 ============ ============ ============= ============= =========== Net income per share - basic $ 3.38 $ 2.30 $ 1.65 $ 1.79 $ 1.70 ============ ============ ============= ============= =========== Net income per share - diluted $ 3.34 $ 2.29 $ 1.63 $ 1.76 $ 1.69 ============ ============ ============= ============= =========== Weighted average Common Shares outstanding - basic 129,507 122,175 100,370 65,729 42,586 ============ ============ ============= ============= =========== Weighted average Common Shares outstanding - diluted 145,633 135,655 112,578 74,281 51,102 ============ ============ ============= ============= =========== Distributions declared per Common Share outstanding $ 3.15 $ 2.94 $ 2.72 $ 2.55 $ 2.40 ============ ============ ============= ============= =========== BALANCE SHEET DATA (at end of period): Real estate, before accumulated depreciation $ 12,591,460 $ 12,238,963 $ 10,942,063 $ 7,121,435 $ 2,983,510 Real estate, after accumulated depreciation $ 11,239,224 $ 11,168,476 $ 10,223,572 $ 6,676,673 $ 2,681,998 Total assets $ 12,263,966 $ 11,715,689 $ 10,700,260 $ 7,094,631 $ 2,986,127 Total debt $ 5,706,152 $ 5,473,868 $ 4,680,527 $ 2,948,323 $ 1,254,274 Minority Interests $ 612,618 $ 456,979 $ 431,374 $ 273,404 $ 150,637 Shareholders' equity $ 5,619,547 $ 5,504,934 $ 5,330,447 $ 3,689,991 $ 1,458,830 OTHER DATA: Total properties (at end of period) 1,104 1,062 680 489 218 Total apartment units (at end of period) 227,704 225,708 191,689 140,467 67,705 Funds from operations available to Common Shares and OP Units (1) $ 726,172 $ 619,603 $ 458,806 $ 270,763 $ 160,267 Cash flow provided by (used for): Operating activities $ 834,503 $ 781,853 $ 542,147 $ 348,997 $ 210,930 Investing activities $ (561,653) $ (520,185) $ (1,046,308) $ (1,552,390) $ (635,655) Financing activities $ (278,195) $ (236,516) $ 474,831 $ 1,089,417 $ 558,568
31 ITEM 6. SELECTED FINANCIAL DATA (CONSOLIDATED HISTORICAL (CONTINUED)) (1) Funds from Operations ("FFO") represents net income (loss) (computed in accordance with accounting principles generally accepted in the United States (("GAAP")), excluding gains or losses from sales of property, plus depreciation and amortization, adjustments for unconsolidated entities and extraordinary items. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis. This definition of FFO is in accordance with the National Association of Real Estate Investment Trust's ("NAREIT") recommended definition. NAREIT modified this definition effective January 1, 2000. Nevertheless, this modification had no impact upon the Company's calculation of FFO for either the current or prior periods presented. The Company believes that FFO is helpful to investors as a supplemental measure of the operating performance of a real estate company because, along with cash flows from operating activities, financing activities and investing activities, it provides investors an understanding of the ability of the Company to incur and service debt and to make capital expenditures. FFO in and of itself does not represent cash generated from operating activities in accordance with GAAP and therefore should not be considered an alternative to net income as an indication of the Company's performance or to net cash flows from operating activities as determined by GAAP as a measure of liquidity and is not necessarily indicative of cash available to fund cash needs. The Company's calculation of FFO may differ from the methodology for calculating FFO utilized by other real estate companies and may differ as a result of differences between the Company's and other real estate company's accounting policies for replacement type items and, accordingly, may not be comparable to such other real estate companies. 32 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. OVERVIEW The following discussion and analysis of the results of operations and financial condition of the Company should be read in connection with the Consolidated Financial Statements and Notes thereto. Due to the Company's ability to control the Operating Partnership, the Management Partnerships and Management Companies, the Financing Partnerships, the LLC's and certain other entities, each entity has been consolidated with the Company for financial reporting purposes. Capitalized terms used herein and not defined are as defined elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2000. Forward-looking statements in this Item 7 as well as Item 1 of this Annual Report on Form 10-K are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words "believes", "expects" and "anticipates" and other similar expressions which are predictions of or indicate future events and trends and which do not relate solely to historical matters identify forward-looking statements. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results, performance, or achievements of the Company to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause such differences include, but are not limited to, the following: - costs to obtain alternative sources of capital to the Company are higher than anticipated; - occupancy levels and market rents may be adversely affected by local economic and market conditions, which are beyond the Company's control; and - additional factors as discussed in Item 1, Part I of its Annual Report on Form 10-K under "Risk Factors". Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. RESULTS OF OPERATIONS The acquired properties are presented in the Consolidated Financial Statements of the Company from the date of each acquisition or the closing dates of the Mergers. The following table summarizes the number of Acquired and Disposed Properties and related units for the prior three years:
ACQUISITIONS DISPOSITIONS -------------------------- ------------------------ Number of Number of Number of Number of YEAR Properties Units Properties Units ------------------------------------------------------------------------------- 1998 210 56,015 20 4,719 1999 366 35,450 36 7,886 2000 93 14,200 53 12,813
33 PART III The Company's overall results of operations for the year ended December 31, 2000 and 1999 have been significantly impacted by the Company's acquisition and disposition activity. The significant changes in rental revenues, furniture income, property and maintenance expenses, real estate taxes and insurance, furniture expenses, depreciation expense, property management and interest expense can all primarily be attributed to the acquisition of the 1999 Acquired Properties, the 2000 Acquired Properties and the Globe acquisition, partially offset by the disposition of the 1999 Disposed Properties and the 2000 Disposed Properties. The impact of the 1999 Acquired Properties, the 2000 Acquired Properties, the Globe acquisition, the 1999 Disposed Properties and the 2000 Disposed Properties is discussed in greater detail in the following paragraphs. Properties that the Company owned for all of both 2000 and 1999 (the "2000 Same Store Properties"), which represented 155,910 units, impacted the Company's results of operations. Properties that the Company owned for all of both 1999 and 1998 (the "1999 Same Store Properties"), which represented 121,490 units, also impacted the Company's results of operations. Both the 2000 Same Store Properties and 1999 Same Store Properties are discussed in the following paragraphs. COMPARISON OF THE YEAR ENDED DECEMBER 31, 2000 TO THE YEAR ENDED DECEMBER 31, 1999 For the year ended December 31, 2000, income before allocation to Minority Interests, income from investments in unconsolidated entities, net gain on sales of real estate and extraordinary items increased by $60.8 million, or 19.0%, when compared to the year ended December 31, 1999. Total revenues from the 2000 Same Store Properties increased by approximately $65.0 million to $1.5 billion or 4.6% primarily as a result of higher rental rates charged to new tenants and tenant renewals and an increase in income from billing tenants for their share of utility costs (the Company's "RUBS" program) as well as other ancillary services provided to tenants. Overall, property operating expenses, which include property and maintenance, real estate taxes and insurance and allocable property management expenses, increased approximately $13.0 million or 2.5%. This increase was primarily the result of higher expenses for on-site compensation costs and an increase in real estate taxes on certain properties, but was partially offset by lower leasing and advertising and administrative costs. Property management expenses include expenses associated with the self-management of the Company's Properties. These expenses increased by approximately $14.8 million primarily due to the continued expansion of the Company's property management business and higher overall compensation expenses. During 2000, the Company incurred the full year impact of assuming the property management business of Lexford and also assumed management offices in Cincinnati, Ohio and Norwood, Massachusetts related to the acquisition of Globe and Grove, respectively. Also included in compensation expense is the current year charge associated with the issuance of restricted shares in 2000. Fee and asset management revenues and fee and asset management expenses increased as a result of the Company continuing to manage Properties that were either sold and/or contributed to various joint venture entities. Furniture income and furniture operating expenses are associated with the operation of the furniture rental business assumed in connection with the Globe acquisition. Interest expense, including amortization of deferred financing costs, increased by approximately $47.1 million. This increase was primarily the result of an increase in the Company's weighted average indebtedness outstanding which increased by $514 million and higher interest rates. The Company's effective interest costs increased from 7.05% for the year ended December 31, 1999 to 7.25% for the year ended December 31, 2000. General and administrative expenses, which include corporate operating expenses, increased 34 approximately $4.1 million between the periods under comparison. This increase was primarily due to the addition of corporate personnel and higher overall compensation expenses including a current year expense associated with the awarding of restricted shares to key employees in 2000. These expenses as a percentage of total revenues increased to 1.30% for the year ended December 31, 2000 as compared to 1.28% of total revenues for the year ended December 31, 1999. Net loss from extraordinary items increased approximately $5.1 million related primarily to pre-payment penalties incurred on the refinancing of $208 million in mortgage debt. Income from investment in unconsolidated entities increased by approximately $7.1 million related to preferred returns received on joint venture agreements. COMPARISON OF THE YEAR ENDED DECEMBER 31, 1999 TO THE YEAR ENDED DECEMBER 31, 1998 For the year ended December 31, 1999, income before allocation to Minority Interests, income from investments in unconsolidated entities, net gain from sales of real estate and extraordinary items increased by $67.9 million, or 27.0%, when compared to the year ended December 31, 1998. Total revenues from the 1999 Same Store Properties increased by approximately $35.8 million to $1.1 billion or 3.5% primarily as a result of higher rental rates charged to new tenants and tenant renewals and an increase in income from billing tenants for their share of utility costs as well as other ancillary services provided to tenants. Overall, property operating expenses, which include property and maintenance, real estate taxes and insurance and an allocation of property management expenses, increased approximately $0.1 million or 0.03%. This increase was primarily the result of higher expenses for on-site compensation costs and an increase in real estate taxes on certain properties, but was partially offset by lower leasing and advertising, administrative, maintenance and property management costs. Property management expenses increased by approximately $8.5 million primarily due to the continued expansion of the Company's property management business. During 1999, the Company assumed a management office in Reynoldsburg, Ohio related to the LFT Merger. Fee and asset management revenues and fee and asset management expenses decreased due to the Company acquiring certain previously fee-managed only properties. Interest expense, including amortization of deferred financing costs, increased by approximately $91.9 million. This increase was primarily the result of an increase in the Company's weighted average indebtedness outstanding which increased by $1.3 billion. However, the Company's effective interest costs decreased from 7.10% for the year ended December 31, 1998 to 7.05% for the year ended December 31, 1999. General and administrative expenses, which include corporate operating expenses, increased approximately $1.7 million between the periods under comparison. This increase was primarily due to the addition of corporate personnel. However, by gaining certain economies of scale with a much larger operation these expenses as a percentage of total revenues were 1.28% for the year ended December 31, 1999 compared to 1.55% of total revenues for the year ended December 31, 1998. LIQUIDITY AND CAPITAL RESOURCES FOR THE YEAR ENDED DECEMBER 31, 2000 As of January 1, 2000, the Company had approximately $29.1 million of cash and cash equivalents and $400 million available on its lines of credit, of which $65.8 million was restricted. After 35 taking into effect the various transactions discussed in the following paragraphs, the Company's cash and cash equivalents balance at December 31, 2000 was approximately $23.8 million and the amount available on the Company's line of credit was $400 million, of which $53.5 million was restricted. The following discussion also explains the changes in net cash provided by operating activities, net cash used for investing activities and net cash used for financing activities, all of which are presented in the Company's Statements of Cash Flows. Part of the Company's strategy in funding the purchase of multifamily properties, funding its Properties in the development stage and the funding of the Company's investment in joint ventures with multifamily real estate developers is to utilize its line of credit and to subsequently repay the line of credit from the issuance of additional equity or debt securities or the net proceeds from the disposition of Properties. Utilizing this strategy during 2000, the Company: - obtained the mortgage financing on forty-six previously unencumbered Properties and received net proceeds of $484.4 million; - disposed of fifty-three properties (including the sale of the Company's entire interest in three Unconsolidated Properties) and received net proceeds of $631.2 million; - sold and/or contributed thirty-four properties to three separate joint ventures and received net proceeds of $97.0 million; - issued approximately 0.9 million Common Shares and received net proceeds of $32.9 million; - issued five new series of Cumulative Convertible Redeemable Preference Units and received net proceeds of $142.4 million; and All of these proceeds were utilized to: - repay the lines of credit; - repay mortgage indebtedness on selected Properties and/or repay unsecured notes; - repay public unsecured debt; - invest in unconsolidated entities; - purchase additional Properties. During the year ended December 31, 2000, the Company: - repaid four unsecured note issues totaling $208.0 million; - repaid approximately $171.8 million of mortgage indebtedness on eighty-three Properties; - funded $160.9 million related to the development, earnout, and joint venture agreements; - purchased twenty-eight Properties (excluding Grove) for a total purchase price of approximately $654.1 million; - funded $1.4 million to acquire the remaining interest it did not own in Brunswick Apartments; - funded $3.8 million to acquire the remaining interest it did not own in LFT's CNL portfolio (10 Properties); - funded $58.5 million related to the purchase of two separate vacant land parcels for future development; - funded $1.25 million to acquire an additional ownership interest in LFT's Guilford portfolio; and - acquired $25.0 million of 8.25% preferred securities of WRP Convertible Trust I, an affiliate of WRP Newco. From January 1, 2001 to February 15, 2001, the Company: - acquired Suerte Apartments, a 272-unit property located in San Diego, California for approximately $37.5 million (assumed mortgage debt of approximately $18.5 million), Westside Villas VI, an 18-unit property located in Los Angeles, California for $4.6 million and Riverview Apartments, a 92- 36 unit property located in Norwalk, Connecticut for $9.6 million (assumed mortgage debt of $6.3 million). - disposed of Meadowood II Apartments in Indianapolis, Indiana for $1.3 million, Concorde Bridge Apartments in Overland Park, Kansas for $15.6 million and Springs of Country Woods in Salt Lake City, Utah for $31.0 million. - funded $12.4 million to pay off at maturity the mortgage debt on two properties. - funded $11.6 million related to the development, earnout and joint venture agreements. - entered into two $100 million forward starting swaps commencing on March 1, 2001 and expiring on March 1, 2011. The Company will pay an interest rate of 5.958% on the first $100 million and 5.965% on the second $100 million and will receive an interest rate of 90-day LIBOR under both swaps. As of December 31, 2000, the Company had total indebtedness of approximately $5.7 billion. Mortgage indebtedness aggregated $3.2 billion (including premiums of $1.2 million), inclusive of $838.3 million of tax-exempt bond indebtedness. Unsecured debt, aggregated $2.5 billion (including net discounts and premiums of $1.2 million), inclusive of $127.8 million tax-exempt bond indebtedness. The Company adopted Statement of Financial Accounting Standard ("SFAS") No. 133/138, Accounting for Derivative Instruments and Hedging Activities on January 1, 2001. This new accounting standard requires companies to carry all derivative instruments, including certain embedded derivatives, in the statement of financial condition at fair value. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, on the reason for holding it. The Company uses only qualifying hedges that are designated specifically to reduce exposure to interest rate risk by locking in the expected future cash payments on certain liabilities. This is typically accomplished using an interest rate swap or treasury lock collar. For financial reporting purposes, the gain or loss on the effective portion of the interest rate hedge is recorded as a component of equity, which becomes reclassified into earnings along with payments on the hedged liability. Upon adoption of SFAS No. 133/138 in January 2001, the Company recorded a net transition adjustment in accumulated other comprehensive income and either an unrealized gain or loss on hedges at that time which did not have a material impact on the Company's financial condition and results of operations. Adoption of the standard resulted in the Company recognizing a derivative instrument liability. In general, the amount of volatility will vary with the level of derivative activities during any period. In May 1998, the Company entered into an interest rate protection agreement to effectively fix the interest rate cost of the Evans Withycombe Financing Limited Partnership indebtedness to within a range of 5.6% to 6.0% upon its refinancing. The agreement was for a notional amount of $131 million with a settlement date of August 2001. In August 1998, the Company entered into an interest rate swap agreement that fixed the Company's interest rate risk on a portion of the Operating Partnership's variable rate tax-exempt bond indebtedness at a rate of 3.65125%. This agreement was for a notional amount of $150 million with a termination date of August 2003. In August 1998, the Company entered into an interest rate swap agreement that fixed the Company's interest rate risk on a portion of the Operating Partnership's variable rate tax-exempt bond 37 indebtedness at a rate of 3.683%. This agreement was for a notional amount of $150 million with a termination date of August 2005. In November 1998, the Company entered into an interest rate swap agreement that fixed the Company's interest rate on a portion of the Operating Partnership's variable rate tax-exempt bond indebtedness at a rate of 5.81%. This agreement was for a notional amount of $100 million with a termination date of August 2003. The Company has a policy of capitalizing expenditures made for new assets, including newly acquired properties and the costs associated with placing these assets into service. Expenditures for improvements and renovations that significantly enhance the value of existing assets or substantially extend the useful life of an asset are also capitalized. Expenditures for in-the-unit replacement-type items such as appliances, draperies, carpeting and floor coverings, mechanical equipment and certain furniture and fixtures is also capitalized. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred. With respect to acquired properties, the Company has determined that it generally spends $1,000 per unit during its first three years of ownership to fully improve and enhance these properties to meet the Company's standards. In regard to replacement-type items described above, the Company generally expects to spend $250 per unit on an annual recurring basis. During the year ended December 31, 2000, the Company's total improvements to real estate approximated $137.4 million. Of this amount, approximately $36.0 million, or $351 per unit, related to capital improvements and major repairs for the 1998, 1999 and 2000 Acquired Properties. Capital improvements and major repairs for all of the Company's pre-EQR IPO properties and 1993, 1994, 1995, 1996 and 1997 Acquired Properties approximated $35.4 million, or $330 per unit. Capital spent for replacement-type items approximated $57.1 million, or $273 per unit. In addition, approximately $6.3 million was spent on eight specific assets related to major renovations and repositioning of these assets. Also included in total improvements to real estate was approximately $0.8 million spent on commercial/other assets and $1.8 million spent on the Partially Owned Properties. Such improvements to real estate were primarily funded from net cash provided by operating activities. Total improvements to real estate budgeted for 2001 are estimated to be approximately $140.0 million. Also included in total capital expenditures for the Company was approximately $5.4 million for non-real estate additions such as computer software, computer equipment, and furniture and fixtures and leasehold improvements to the Company's property management offices and its corporate offices. Such additions to non-real estate property were primarily funded from net cash provided by operating activities. Total additions to non-real estate property budgeted for 2001 are estimated to be approximately $6.0 million. The Company, through its Globe subsidiary, has a policy for capitalizing expenditures made for rental furniture and property and equipment, including new acquisitions and the costs associated with placing these assets into service. Globe purchases furniture to replace furniture that has been sold and to maintain adequate levels of rental furniture to meet existing and new customer needs. Expenditures for property and equipment that significantly enhance the value of existing assets or substantially extend the useful life of an asset are capitalized. Expenditures for ordinary maintenance and repairs related to property and equipment are expensed as incurred. For the period July 11, 2000 through December 31, 2000, total additions to rental furniture and property and equipment approximated $14.5 million. Such additions to rental furniture and property and equipment were primarily funded from working capital reserves and from net cash provided by operating activities. Total additions to rental furniture and property and equipment budgeted for 2001 are estimated to be approximately $25.0 million. Minority Interests as of December 31, 2000 increased by $155.6 million when compared to December 31, 1999. The primary factors that contributed to changes in the book value of Minority Interest 38 during the year were: - distributions declared to Minority Interests, which amounted to $38.8 million for 2000 (excluding preference unit/interest distributions); - the allocation of income from operations in the amount of $41.7 million; - the conversion of OP Units into Common Shares; and - the issuance of Common Shares, OP Units, Preference Units and Preference Interests during 2000. Total distributions paid in 2000 amounted to $563.4 million, which included certain distributions declared in the fourth quarters of 1999 and 2000. The Company paid a $0.815 per Common Share distribution on December 31, 2000 for the quarter ended December 31, 2000 to Common Shareholders and Minority Interest holders of record as of December 20, 2000. The Company expects to meet its short-term liquidity requirements, including capital expenditures related to maintaining its existing Properties and scheduled unsecured note and mortgage note repayments, generally through its working capital, net cash provided by operating activities and borrowings under its line of credit. The Company considers its cash provided by operating activities to be adequate to meet operating requirements and payments of distributions. The Company also expects to meet its long-term liquidity requirements, such as scheduled unsecured note and mortgage debt maturities, property acquisitions, financing of construction and development activities and capital improvements through the issuance of unsecured notes and equity securities including additional OP Units as well as from undistributed FFO and proceeds received from the disposition of certain Properties. In addition, the Company has certain uncollateralized Properties available to secure for additional mortgage borrowings in the event that the public capital markets are unavailable to the Company or the cost of alternative sources of capital to the Company is too high. The Company has a revolving credit facility with Bank of America Securities LLC and Chase Securities Inc. acting as joint lead arrangers to provide the Operating Partnership with potential borrowings of up to $700 million. This line of credit matures in August 2002. As of February 15, 2001, $200 million was outstanding under this facility at a weighted average interest rate of 6.34%. In connection with the Globe Merger, the Company assumed a revolving credit facility with Fifth Third Bank with potential borrowings of up to $55.0 million. This line of credit matures in May, 2003. As of February 15, 2001, no amounts were outstanding under this facility. In connection with the Wellsford Merger, the Company provided a credit enhancement with respect to certain tax-exempt bonds issued to finance certain public improvements at a multifamily development project. As of February 15, 2001, this enhancement was still in effect at a commitment amount of $12.7 million. In connection with a joint venture, the Company has an obligation to fund up to an additional $17.5 million to guarantee third party construction financing. Pursuant to the terms of a Stock Purchase Agreement with Wellsford Real Properties, Inc. ("WRP Newco"), the Company had agreed to purchase up to 1,000,000 shares of WRP Newco Series A Preferred at $25.00 per share on a standby basis over a three-year period ending May 30, 2000. This agreement was terminated on May 5, 2000, and, as such, the Company has no further obligations under this agreement. On May 5, 2000, the Company acquired $25.0 million of 8.25% preferred securities of WRP Convertible Trust I, an affiliate of WRP Newco. The preferred securities are indirectly convertible into WRP Newco common share under certain circumstances. 39 FOR THE YEAR ENDED DECEMBER 31, 1999 As of January 1, 1999, the Company had approximately $4 million of cash and cash equivalents and $330 million available on its lines of credit, of which $12 million was restricted. After taking into effect the various transactions discussed in the following paragraphs, the Company's cash and cash equivalents balance at December 31, 1999 was approximately $29.1 million and the amount available on the Company's line of credit was $400 million, of which $65.8 million was restricted. The following discussion also explains the changes in net cash provided by operating activities, net cash used for investing activities and net cash provided by (used for) financing activities, all of which are presented in the Company's Statements of Cash Flows. Part of the Company's strategy in funding the purchase of multifamily properties, funding its Properties in the development stage and the funding of the Company's investment in joint ventures with multifamily real estate developers is to utilize its line of credit and to subsequently repay the line of credit from the issuance of additional equity or debt securities or the disposition of Properties. Utilizing this strategy during 1999, the Company: - issued the June 2004 Notes and received net proceeds of $298.0 million; - refinanced seven Properties and received additional proceeds of $78.5 million; - obtained new mortgage financing on eleven previously unencumbered properties and received net proceeds of $126.5 million; - disposed of forty-two properties (including the sale of the Company's interest in six MRY joint venture properties) and received net proceeds of $383 million; - issued 1.2 million Common Shares receiving net proceeds of $38.5 million; and - issued one Series of Cumulative Convertible Redeemable Preference Interests receiving net proceeds of $39 million. All of these proceeds were utilized to either: - purchase additional properties; - provide funding for properties in the development stage; and/or - repay the line of credit and mortgage indebtedness on certain Properties. During the year ended December 31, 1999, the Company: - assumed and/or entered into new mortgage indebtedness of approximately $69.9 million, issued OP Units with a value of $25.2 million and issued Junior Convertible Preference Units with a value of $3.0 million with respect to the 1999 Acquired Properties. The total purchase price of the 1999 Acquired Properties was approximately $1.4 billion. - repaid the 1999 Notes that matured on May 15, 1999 totaling $125 million. - repaid the 1999-A Notes that matured on November 24, 1999 totaling $25 million - repaid approximately $60.8 million of mortgage indebtedness on 31 Properties. - refinanced the debt on six existing properties totaling $45.0 million with new mortgage indebtedness totaling $65.7 million. - funded $196.5 million related to the development, earnout and joint venture agreements. As of December 31, 1999, the Company had total indebtedness of approximately $5.5 billion. Mortgage indebtedness aggregated $2.9 billion (including premiums of $2.1 million), inclusive of $838 million of tax-exempt bond indebtedness. Unsecured debt aggregated $2.3 billion (including net discounts and premiums in the amount of $2.5 million), inclusive of $127.8 million of tax-exempt bond indebtedness. 40 FUNDS FROM OPERATIONS The following is a reconciliation of net income to FFO available to Common Shares and OP Units for the years ended December 31, 2000, 1999 and 1998: ------------------------------------------------------------------------------- Statements of Funds From Operations (Amounts in thousands, except per share and OP Unit amounts) -------------------------------------------------------------------------------
Year Year Year Ended Ended Ended 12/31/00 12/31/99 12/31/98 ------------ ----------- ------------ Net income $ 549,451 $ 393,881 $ 258,206 Adjustments: Allocation to Minority Interests - Operating Partnership 41,761 29,536 18,529 Depreciation on real estate assets* 438,735 402,466 296,691 Extraordinary items 5,592 451 - Loss on investment in technology segment** 1,000 - - Net gain on sales of real estate (198,426) (93,535) (21,703) ------------ ----------- ------------ FFO before preferred distributions 838,113 732,799 551,723 Preferred distributions (111,941) (113,196) (92,917) ------------ ----------- ------------ FFO available to Common Shares and OP Units - basic $ 726,172 $ 619,603 $ 458,806 ============ =========== ============ FFO available to Common Shares and OP Units - diluted $ 760,610 $ 664,657 $ 469,622 ============ =========== ============ FFO per share and OP Unit - basic $ 5.12 $ 4.59 $ 4.11 ============ =========== ============ FFO per share and OP Unit - diluted $ 5.00 $ 4.50 $ 4.05 ============ =========== ============ Weighted average Common Shares and OP Units Outstanding - basic 141,960 135,001 111,713 ============ =========== ============ Weighted average Common Shares and OP Units Outstanding - diluted 152,203 147,678 115,919 ============ =========== ============
* INCLUDES $2,720, $1,009 AND $183 FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998, RESPECTIVELY, RELATED TO THE COMPANY'S SHARE OF DEPRECIATION FROM UNCONSOLIDATED PROPERTIES. EXCLUDES $1,476 FOR THE YEAR ENDED DECEMBER 31, 2000 RELATED TO THE MINORITY INTERESTS' SHARE OF DEPRECIATION FROM PARTIALLY OWNED PROPERTIES. ** REPRESENTS THE COMPANY'S PORTION OF LOSSES RELATED TO ITS INVESTMENT IN BROADBAND RESIDENTIAL, INC. THESE EXPENSES HAVE BEEN ADDED BACK TO OPERATIONS FOR THE DETERMINATION OF FFO. THE EFFECT OF INCLUDING THIS EXPENSE IN FFO WOULD BE $(0.007) FOR THE YEAR ENDED DECEMBER 31, 2000. For the year ended December 31, 2000, Funds From Operations ("FFO") available to Common Shares and OP Units increased $106.6 million, or 17.2%, as compared to the year ended December 31, 1999. For the year ended December 31, 1999, FFO increased $160.8 million, or 35.0%, as compared to the year ended December 31, 1998. FFO represents net income (loss) (computed in accordance with accounting principles generally accepted in the United States (("GAAP")), excluding gains or losses from sales of property, plus 41 depreciation and amortization, and after adjustments for unconsolidated entities and extraordinary items. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis. This definition of FFO is in accordance with the National Association of Real Estate Investment Trust's ("NAREIT") recommended definition. NAREIT modified this definition effective January 1, 2000. Nevertheless, this modification had no impact upon the Company's calculation of FFO for either the current or prior periods presented. The Company believes that FFO is helpful to investors as a supplemental measure of the operating performance of a real estate company because, along with cash flows from operating activities, financing activities and investing activities, it provides investors an understanding of the ability of the Company to incur and service debt and to make capital expenditures. FFO in and of itself does not represent cash generated from operating activities in accordance with GAAP and therefore should not be considered an alternative to net income as an indication of the Company's performance or to net cash flows from operating activities as determined by GAAP as a measure of liquidity and is not necessarily indicative of cash available to fund cash needs. The Company's calculation of FFO may differ from the methodology for calculating FFO utilized by other real estate companies and may differ as a result of differences between the Company's and other real estate company's accounting policies for replacement type items and, accordingly, may not be comparable to such other real estate companies. 42 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK The Company's future earnings, cash flows and fair values relevant to financial instruments are dependent upon prevalent market rates. Market risk is the risk of loss from adverse changes in market prices and interest rates. The Company manages its market risk by matching projected cash inflows from operating properties, financing activities and investing activities with projected cash outflows to fund debt payments, acquisitions, capital expenditures, distributions and other cash requirements. The Company also utilizes certain derivative financial instruments to limit market risk. Interest rate protection agreements are used to convert floating rate debt to a fixed rate basis. Derivatives are used for hedging purposes rather than speculation. The Company does not enter into financial instruments for trading purposes. The Company has total outstanding debt of approximately $5.7 billion at December 31, 2000, of which approximately $821.0 million, or 14.4% is floating rate debt, including the effects of any interest rate protection agreements. If market rates of interest on the Company's floating rate debt increase by 61 basis points (a 10% increase), the increase in interest expense on the Company's floating rate debt would decrease future earnings and cash flows by approximately $5.0 million. If market rates of interest on the Company's floating rate debt decrease by 61 basis points (a 10% decrease), the decrease in interest expense on the Company's floating rate debt would increase future earnings and cash flows by approximately $5.0 million. These amounts were determined by considering the impact of hypothetical interest rates and equity prices on the Company's financial instruments. These analyses do not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Further, in the event of a change of such magnitude, management would likely take actions to further mitigate its exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, this analysis assumes no changes in the Company's financial structure. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See Index to Consolidated Financial Statements on page F-1 of this Form 10-K. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEMS 10, 11, 12 AND 13. TRUSTEES AND EXECUTIVE OFFICERS OF THE REGISTRANT, EXECUTIVE COMPENSATION, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS. The information required by Item 10, Item 11, Item 12 and Item 13 are incorporated by reference to, and will be contained in, the Company's definitive proxy statement, which the Company anticipates will be filed no later than April 30, 2001, and thus these items have been omitted in accordance with General Instruction G(3) to Form 10-K. 43 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K (a) (1 & 2) See Index to Financial Statements and Schedules on page F-1 of this Form 10-K. (3) Exhibits: 2.1^ Agreement and Plan of Merger and First Amendment Thereto by and between Equity Residential Properties Trust and Merry Land & Investment Company, Inc. dated as of July 8, 1998 and September 4, 1998, respectively. 2.2^^ Articles of Merger by and between Equity Residential Properties Trust and Merry Land & Investment Company, Inc. 2.3^^^ Agreement and Plan of Merger between Equity Residential Properties Trust and Lexford Residential Trust dated as of June 30, 1999. 2.4^^^^ Articles of Merger by and between Equity Residential Properties Trust and Lexford Residential Trust. 2.5^^^^^ Agreement and Plan of Merger among Grove Property Trust, Grove Operating, L.P. and ERP Operating Limited Partnership dated as of July 17, 2000. 3.1+ Second Amended and Restated Declaration of Trust of Equity Residential Properties Trust dated May 30, 1997 ("Declaration of Trust"). 3.2++ Articles Supplementary to Declaration of Trust dated September 22, 1997. 3.3+++ Articles Supplementary to Declaration of Trust dated September 30, 1998. 3.4 Articles Supplementary to Declaration of Trust dated September 27, 1999. 3.5 Articles Supplementary to Declaration of Trust dated March 3, 2000. 3.6 Articles Supplementary to Declaration of Trust dated March 23, 2000. 3.7 Articles Supplementary to Declaration of Trust dated May 1, 2000. 3.8 Articles Supplementary to Declaration of Trust dated August 11, 2000. 3.9 Articles Supplementary to Declaration of Trust dated December 8, 2000. 3.10++++ Third Amended and Restated Bylaws of Equity Residential Properties Trust. 4.1* Indenture, dated October 1, 1994, between the Operating Partnership, as obligor and The First National Bank of Chicago, as trustee. 10.1** Fifth Amended and Restated Agreement of Limited Partnership of ERP Operating Limited Partnership. 10.2*** Agreement of Limited Partnership of Equity Residential Properties Management Limited Partnership. 10.3**** Agreement of Limited Partnership of Equity Residential Properties Management Limited Partnership II. 10.4*** Noncompetition Agreement (Zell). 10.5*** Noncompetition Agreement (Crocker). 10.6*** Noncompetition Agreement (Spector). 10.7*** Form of Noncompetition Agreement (other officers). 10.8*** Amended and Restated Master Reimbursement Agreement, dated as of November 1, 1996 by and between Federal National Mortgage Association and EQR-Bond Partnership. 10.9***** Revolving Credit Agreement dated as of August 12, 1999 among the Operating Partnership, the Banks listed therein, Bank of America, National Association, as administrative agent, The Chase Manhattan Bank, as syndication agent, Morgan Guaranty Trust Company of New York, as documentation agent, Bank of America Securities LLC, as joint lead arranger, and Chase Securities Inc., as joint lead arranger. 10.10***** First Amendment to Revolving Credit Agreement dated November 10, 1999 between the Operating Partnership, Bank of America, National Association, as administrative agent, The Chase Manhattan Bank, as syndication agent, Morgan Guaranty Trust Company of New York, as documentation agent and the Banks listed as signatories thereto. 10.11***** Amended and Restated Limited Partnership Agreement of Lexford Properties, L.P. 12 Computation of Ratio of Earnings to Fixed Charges 21 List of Subsidiaries of Equity Residential Properties Trust 23.1 Consent of Ernst & Young LLP 24.1 Power of Attorney for John W. Alexander dated February 7, 2001 24.2 Power of Attorney for Stephen O. Evans dated February 7, 2001 44 24.3 Power of Attorney for Errol R. Halperin dated February 7, 2001 24.4 Power of Attorney for Edward Lowenthal dated February 7, 2001 24.5 Power of Attorney for Jeffrey H. Lynford dated February 7, 2001 24.6 Power of Attorney for B. Joseph White dated February 7, 2001 24.7 Power of Attorney for Sheli Z. Rosenberg dated February 8, 2001 24.8 Power of Attorney for Henry H. Goldberg dated February 9, 2001 24.9 Power of Attorney for James D. Harper, Jr. dated February 12, 2001 24.10 Power of Attorney for Boone A. Knox dated February 12, 2001 24.11 Power of Attorney for Michael N. Thompson dated February 12, 2001 24.12 Power of Attorney for Samuel Zell dated February 15, 2001
------------------------------------ ^ Included as Appendix A in the Company's Form S-4 filed on September 14, 1998. ^^ Included as Appendix B in the Company's Form S-4 filed on September 14, 1998. ^^^ Included as Appendix A in the Company's Form S-4 filed on July 23, 1999. ^^^^ Included as an exhibit to the Company's Form 8-K dated October 1, 1999, filed on October 5, 1999. ^^^^^ Included as Appendix A to the Company's Form S-4 Registration Statement No. 333-44576, filed on July 23, 2000. + Included as an exhibit to the Company's Form 8-K dated May 30, 1997, filed on June 5, 1997. ++ Included as an exhibit to the Company's Form 8-A filed September 19, 1997. +++ Included as an exhibit to the Company's Form 8-A filed October 16, 1998. ++++ Included as an exhibit to the Company's Form 10-Q for the quarterly period ended June 30, 1999. * Included as an exhibit to the Operating Partnership's Form 10/A, dated December 12, 1994, File No. 0-24920, and incorporated herein by reference. ** Included as an exhibit to the Operating Partnership's Form 8-K/A dated July 23, 1998, filed on August 18, 1998. *** Included as an exhibit to the Company's Form S-11 Registration Statement, File No. 33-63158, and incorporated herein by reference. **** Included as an exhibit to the Company's Form 10-K for the year ended December 31, 1994. ***** Included as an exhibit to the Company's Form 10-K for the year ended December 31, 1999. (b) Reports on Form 8-K: A Report on Form 8-K dated December 11, 2000, disclosing additional financial information of Grove Property Trust as of October 31, 2000. (c) Exhibits: See Item 14(a)(3) above. (d) Financial Statement Schedules: See Index to Financial Statements attached hereto on page F-1 of this Form 10-K. 45 PART IV SIGNATURES Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized. EQUITY RESIDENTIAL PROPERTIES TRUST Date: February 19, 2001 By: /s/ Douglas Crocker II ----------------- ------------------------------------------- Douglas Crocker II President, Chief Executive Officer, Trustee and *Attorney-in-Fact Date: February 19, 2001 By: /s/ David J. Neithercut ----------------- ------------------------------------------- David J. Neithercut Executive Vice President and Chief Financial Officer Date: February 19, 2001 By: /s/ Michael J. McHugh ----------------- ------------------------------------------- Michael J. McHugh Executive Vice President, Chief Accounting Officer, Treasurer and *Attorney-in-fact Pursuant to the requirements 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. Date: February 19, 2001 By: /s/ Samuel Zell ----------------- ------------------------------------------- Samuel Zell Chairman of the Board of Trustees Date: February 19, 2001 By: /s/ Gerald A. Spector ----------------- ------------------------------------------- Gerald A. Spector Executive Vice President, Chief Operating Officer and Trustee Date: February 19, 2001 By: /s/ Sheli Z. Rosenberg ----------------- ------------------------------------------- Sheli Z. Rosenberg Trustee 46 PART IV SIGNATURES-CONTINUED Date: February 19, 2001 By: /s/ James D. Harper* ----------------- ------------------------------------------- James D. Harper Trustee Date: February 19, 2001 By: /s/ Errol R. Halperin* ----------------- ------------------------------------------- Errol R. Halperin Trustee Date: February 19, 2001 By: /s/ John W. Alexander* ----------------- ------------------------------------------- John W. Alexander Trustee Date: February 19, 2001 By: /s/ B. Joseph White* ----------------- ------------------------------------------- B. Joseph White Trustee Date: February 19, 2001 By: /s/ Henry H. Goldberg* ----------------- ------------------------------------------- Henry H. Goldberg Trustee Date: February 19, 2001 By: /s/ Jeffrey H. Lynford* ----------------- ------------------------------------------- Jeffrey H. Lynford Trustee Date: February 19, 2001 By: /s/ Edward Lowenthal* ----------------- ------------------------------------------- Edward Lowenthal Trustee Date: February 19, 2001 By: /s/ Stephen O. Evans* ----------------- ------------------------------------------- Stephen O. Evans Trustee Date: February 19, 2001 By: /s/ Boone A. Knox* ----------------- ------------------------------------------- Boone A. Knox Trustee Date: February 19, 2001 By: /s/ Michael N. Thompson* ----------------- ------------------------------------------- Michael N. Thompson Trustee * By: /s/ Michael J. McHugh ------------------------- Michael J. McHugh as Attorney-in-fact 47 INDEX TO FINANCIAL STATEMENTS AND SCHEDULE EQUITY RESIDENTIAL PROPERTIES TRUST
PAGE ---- FINANCIAL STATEMENTS FILED AS PART OF THIS REPORT Report of Independent Auditors........................................................ F-2 Consolidated Balance Sheets as of December 31, 2000 and 1999........................................................ F-3 Consolidated Statements of Operations for the years ended December 31, 2000, 1999 and 1998.................................. F-4 Consolidated Statements of Cash Flows for the years ended December 31, 2000, 1999 and 1998.................................. F-5 to F-7 Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2000, 1999 and 1998.............................. F-8 to F-9 Notes to Consolidated Financial Statements............................................ F-10 to F-42 SCHEDULE FILED AS PART OF THIS REPORT Schedule III - Real Estate and Accumulated Depreciation............................... S-1 to S-15
F-1 REPORT OF INDEPENDENT AUDITORS To the Board of Trustees and Shareholders Equity Residential Properties Trust We have audited the accompanying consolidated balance sheets of Equity Residential Properties Trust (the "Company") as of December 31, 2000 and 1999 and the related consolidated statements of operations, changes in 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 schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and 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 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 Equity Residential Properties Trust 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 LLP Chicago, Illinois February 15, 2001 F-2 EQUITY RESIDENTIAL PROPERTIES TRUST CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS EXCEPT FOR SHARE AMOUNTS)
DECEMBER 31, DECEMBER 31, 2000 1999 ----------------- ----------------- ASSETS Investment in real estate Land $ 1,770,019 $ 1,550,378 Depreciable property 10,782,311 10,670,550 Construction in progress 39,130 18,035 ----------------- ----------------- 12,591,460 12,238,963 Accumulated depreciation (1,352,236) (1,070,487) ----------------- ----------------- Investment in real estate, net of accumulated depreciation 11,239,224 11,168,476 Real estate held for disposition 51,637 12,868 Cash and cash equivalents 23,772 29,117 Investment in mortgage notes, net 77,184 84,977 Investments in unconsolidated entities 316,540 140,284 Rents receivable 1,801 1,731 Deposits - restricted 231,639 111,270 Escrow deposits - mortgage 70,470 75,328 Deferred financing costs, net 29,706 33,968 Rental furniture, net 60,183 - Property and equipment, net 7,620 - Goodwill, net 67,589 - Other assets 86,601 57,670 ----------------- ----------------- TOTAL ASSETS $ 12,263,966 $ 11,715,689 ================= ================= LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Mortgage notes payable $ 3,230,611 $ 2,883,583 Notes, net 2,120,079 2,290,285 Lines of credit 355,462 300,000 Accounts payable and accrued expenses 107,818 102,955 Accrued interest payable 51,877 44,257 Rents received in advance and other liabilities 100,819 74,196 Security deposits 46,272 39,687 Distributions payable 18,863 18,813 ----------------- ----------------- TOTAL LIABILITIES 6,031,801 5,753,776 ----------------- ----------------- COMMITMENTS AND CONTINGENCIES Minority Interests: Operating Partnership 609,734 456,979 Partially Owned Properties 2,884 - ----------------- ----------------- Total Minority Interests 612,618 456,979 ----------------- ----------------- Shareholders' equity: Preferred Shares of beneficial interest, $.01 par value; 100,000,000 shares authorized; 20,003,166 shares issued and outstanding as of December 31, 2000 and 25,085,652 shares issued and outstanding as of December 31, 1999 1,183,136 1,310,266 Common Shares of beneficial interest, $.01 par value; 350,000,000 shares authorized; 132,616,375 shares issued and outstanding as of December 31, 2000 and 127,450,798 shares issued and outstanding as of December 31, 1999 1,326 1,275 Paid in capital 4,739,782 4,523,919 Employee notes (4,346) (4,670) Distributions in excess of accumulated earnings (300,351) (325,856) ----------------- ----------------- TOTAL SHAREHOLDERS' EQUITY 5,619,547 5,504,934 ----------------- ----------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 12,263,966 $ 11,715,689 ================= =================
SEE ACCOMPANYING NOTES F-3 EQUITY RESIDENTIAL PROPERTIES TRUST CONSOLIDATED STATEMENTS OF OPERATIONS (AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
YEAR ENDED DECEMBER 31, ----------------------------------------------- 2000 1999 1998 -------------- ------------- --------------- REVENUES Rental income $ 1,959,785 $ 1,711,738 $ 1,293,560 Fee and asset management 6,520 5,088 5,622 Interest income - investment in mortgage notes 11,192 12,559 18,564 Interest and other income 25,266 13,242 16,145 Furniture income 27,577 - - -------------- ------------- --------------- Total revenues 2,030,340 1,742,627 1,333,891 -------------- ------------- --------------- EXPENSES Property and maintenance 503,239 414,026 326,733 Real estate taxes and insurance 182,479 171,289 126,009 Property management 76,416 61,626 53,101 Fee and asset management 5,157 3,587 4,279 Depreciation 449,584 408,688 301,869 Interest: Expense incurred 382,946 337,189 246,585 Amortization of deferred financing costs 5,473 4,084 2,757 General and administrative 26,385 22,296 20,631 Furniture operating expenses 16,288 - - Amortization of goodwill 1,760 - - -------------- ------------- --------------- Total expenses 1,649,727 1,422,785 1,081,964 -------------- ------------- --------------- Income before allocation to Minority Interests, income from investments in unconsolidated entities, net gain on sales of real estate and extraordinary items 380,613 319,842 251,927 Allocation to Minority Interests: Operating Partnership (41,761) (29,536) (18,529) Partially Owned Properties 132 - - Income from investments in unconsolidated entities 17,633 10,491 3,105 Net gain on sales of real estate 198,426 93,535 21,703 -------------- ------------- --------------- Income before extraordinary items 555,043 394,332 258,206 Extraordinary items (5,592) (451) - -------------- ------------- --------------- Net income 549,451 393,881 258,206 Preferred distributions (111,941) (113,196) (92,917) -------------- ------------- --------------- Net income available to Common Shares $ 437,510 $ 280,685 $ 165,289 ============= ============= =============== Net income per share - basic $ 3.38 $ 2.30 $ 1.65 ============= ============= =============== Net income per share - diluted $ 3.34 $ 2.29 $ 1.63 ============= ============= =============== Weighted average Common Shares outstanding - basic 129,507 122,175 100,370 ============= ============= =============== Weighted average Common Shares outstanding - diluted 145,633 135,655 112,578 ============= ============= =============== Distributions declared per Common Share outstanding $ 3.15 $ 2.94 $ 2.72 ============= ============= =============== Tax treatment of distributions: Ordinary income $ 3.06 $ 2.56 $ 2.14 ============= ============= =============== Return of capital $ - $ 0.26 $ 0.52 ============= ============= =============== Long-term capital gain $ 0.03 $ 0.09 $ 0.01 ============= ============= =============== Unrecaptured section 1250 gain $ 0.06 $ 0.03 $ 0.05 ============= ============= ===============
SEE ACCOMPANYING NOTES F-4 EQUITY RESIDENTIAL PROPERTIES TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS (AMOUNTS IN THOUSANDS)
YEAR ENDED DECEMBER 31, ----------------------------------------------- 2000 1999 1998 ------------- -------------- --------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 549,451 $ 393,881 $ 258,206 ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Allocation to Minority Interests: Operating Partnership 41,761 29,536 18,529 Partially Owned Properties (132) -- -- Depreciation 449,584 408,688 301,869 Amortization of deferred financing costs 5,473 4,084 2,757 Amortization of discount on investment in mortgage notes (1,249) (1,165) (3,015) Amortization of goodwill 1,760 -- -- Amortization of discounts and premiums on debt (2,332) (2,322) (1,958) Amortization of deferred settlements on interest rate protection agreements 333 987 1,649 Equity from (earnings) losses in investments in unconsolidated entities 418 (3,366) (1,066) Net gain on sales of real estate (198,426) (93,535) (21,703) Gain on sales of property and equipment (4) -- -- Loss on sale of mortgage receivable 710 -- -- Book value of furniture sales and rental buyouts 6,345 -- -- Gain on extinguishment of debt (209) -- -- Compensation paid with Company Common Shares 15,085 9,625 803 CHANGES IN ASSETS AND LIABILITIES: (Increase) decrease in rents receivable (415) 3,559 (1,456) Decrease (increase) in deposits - restricted 4,207 (9,953) (13,147) Additions to rental furniture (13,661) -- -- (Increase) decrease in other assets (11,993) 47,670 (8,787) (Decrease) in accounts payable and accrued expenses (4,843) (5,610) (3,601) Increase (decrease) in accrued interest payable 3,104 (6,387) 7,546 (Decrease) increase in rents received in advance and other liabilities (11,489) 7,963 (2,077) Increase (decrease) in security deposits 1,025 (1,802) 7,598 ------------- -------------- --------------- Net cash provided by operating activities 834,503 781,853 542,147 ------------- -------------- --------------- CASH FLOWS FROM INVESTING ACTIVITIES: Investment in real estate, net (664,264) (632,474) (990,728) Improvements to real estate (137,404) (134,716) (90,608) Additions to non-real estate property (5,425) (7,219) (11,412) Investment in property and equipment (933) -- -- Interest capitalized for real estate under construction (1,325) (1,493) (1,620) Proceeds from disposition of real estate, net 721,032 329,342 174,796 Principal receipts on investment in mortgage notes 7,885 4,229 2,853 Investments in unconsolidated entities, net (146,147) (37,114) (22,880) Proceeds from disposition of unconsolidated entities, net 4,602 -- -- (Increase) in deposits on real estate acquisitions, net (122,735) (25,563) (18,451) Decrease (increase) in mortgage deposits 18,854 11,117 (20,499) Proceeds from sale of mortgage receivables 4,024 7,150 -- Purchase of management contract rights (779) (285) (119) Business combinations, net of cash acquired (242,281) (18,274) (50,139) Other investing activities, net 3,243 (14,885) (17,501) ------------- -------------- --------------- Net cash (used for) investing activities (561,653) (520,185) (1,046,308) ------------- -------------- ---------------
SEE ACCOMPANYING NOTES F-5 EQUITY RESIDENTIAL PROPERTIES TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (AMOUNTS IN THOUSANDS)
YEAR ENDED DECEMBER 31, -------------------------------------------------- 2000 1999 1998 --------------- --------------- --------------- CASH FLOWS FROM FINANCING ACTIVITIES: Loan and bond acquisition costs $ (3,590) $ (9,522) $ (9,021) MORTGAGE NOTES PAYABLE: Proceeds, net 729,978 204,986 223,491 Lump sum payoffs (380,541) (105,846) (63,785) Scheduled principal payments (27,719) (21,147) (12,624) NOTES, NET: Proceeds -- 298,014 542,227 Lump sum payoffs (208,000) (152,266) (120,000) Scheduled principal payments (498) -- -- LINES OF CREDIT: Proceeds 808,637 1,372,000 859,000 Repayments (820,631) (1,388,383) (881,000) Proceeds from settlement of interest rate protection agreements 7,055 1,380 8,130 Proceeds from sale of Common Shares 7,676 7,717 425,253 Proceeds from sale of Preferred Shares/Units, net 142,350 39,000 -- Proceeds from exercise of options 25,228 30,750 14,482 Common Shares repurchased and retired -- (6,252) (94,705) Payment of offering costs (294) (625) (12,370) DISTRIBUTIONS: Common Shares (412,321) (364,183) (277,815) Preferred Shares/Units (111,943) (113,153) (95,952) Minority Interests - Operating Partnership (39,153) (37,580) (30,752) Minority Interests - Partially Owned Properties (920) -- -- Principal receipts on employee notes, net 324 203 272 Receipts on other notes receivable, net 6,167 8,391 -- --------------- --------------- --------------- Net cash (used for) provided by financing activities (278,195) (236,516) 474,831 --------------- --------------- --------------- Net (decrease) increase in cash and cash equivalents (5,345) 25,152 (29,330) Cash and cash equivalents, beginning of year 29,117 3,965 33,295 --------------- --------------- --------------- Cash and cash equivalents, end of year $ 23,772 $ 29,117 $ 3,965 =============== =============== =============== SUPPLEMENTAL INFORMATION: Cash paid during the year for interest $ 380,853 $ 341,936 $ 234,318 =============== =============== =============== Mortgage loans assumed and/or entered into through acquisitions of real estate $ 87,441 $ 69,885 $ 459,820 =============== =============== =============== Net real estate contributed in exchange for OP Units or Preference Units $ 4,071 $ 28,232 $ 169,834 =============== =============== =============== Mortgage loans assumed by purchaser in real estate dispositions $ (345,762) $ (12,500) $ - =============== =============== =============== Transfers to real estate held for disposition $ 51,637 $ 12,868 $ 29,886 =============== =============== ===============
SEE ACCOMPANYING NOTES F-6
YEAR ENDED DECEMBER 31, -------------------------------------------------- 2000 1999 1998 --------------- -------------- --------------- SUPPLEMENTAL INFORMATION (CONTINUED): Investment in mortgage notes converted to investment in real estate $ - $ - $ 88,184 =============== ============== =============== Refinancing of mortgage notes payable in favor of notes, net $ - $ 92,180 $ 35,600 =============== ============== =============== Mortgage loans recorded as a result of consolidation of previously Unconsolidated Properties $ 80,134 $ - $ - =============== ============== =============== Net liabilities recorded as a result of consolidation of previously Unconsolidated Properties $ 515 $ - $ - =============== ============== =============== Net (assets acquired) liabilities assumed through business combinations $ (74,138) $ (15,604) $ 42,955 =============== ============== =============== Mortgage loans assumed through business combinations $ 204,728 $ 499,654 $ 184,587 =============== ============== =============== Unsecured notes assumed through business combinations $ 39,564 $ 2,266 $ 461,956 =============== ============== =============== Lines of credit assumed through business combinations $ 67,456 $ 26,383 $ 77,000 =============== ============== =============== Valuation of Common Shares issued through business combinations $ - $ 181,124 $ 1,010,723 =============== ============== =============== Valuation of OP Units issued through business combinations $ 37,228 $ - $ 40,155 =============== ============== =============== Liquidation value of Preferred Shares redesignated through business combinations $ - $ - $ 369,109 =============== ============== ===============
SEE ACCOMPANYING NOTES F-7 EQUITY RESIDENTIAL PROPERTIES TRUST CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (AMOUNTS IN THOUSANDS)
YEAR ENDED DECEMBER 31, ------------------------------------------------- 2000 1999 1998 --------------- ---------------- -------------- PREFERRED SHARES Balance, beginning of year $ 1,310,266 $ 1,410,574 $ 1,041,713 Issuance of 7.00% Series H Cumulative Convertible - - 4,124 Issuance of 8.82% Series I Cumulative Convertible - - 100,000 Issuance of 8.60% Series J Cumulative Convertible - - 114,985 Issuance of 8.29% Series K Cumulative Redeemable - - 50,000 Issuance of 7.625% Series L Cumulative Redeemable - - 100,000 Conversion of Series E Cumulative Convertible (9,860) (75) (38) Conversion of 7.25% Series G Cumulative Convertible (75) - - Conversion of 7.00% Series H Cumulative Convertible (2,215) (228) (210) Conversion of 8.82% Series I Cumulative Convertible - (100,000) - Conversion of 8.60% Series J Cumulative Convertible (114,980) (5) - --------------- ---------------- -------------- Balance, end of year $ 1,183,136 $ 1,310,266 $ 1,410,574 =============== ================ ============== COMMON SHARES, $.01 PAR VALUE Balance, beginning of year $ 1,275 $ 1,182 $ 891 Issuance through proceeds from offerings - - 74 Issuance in connection with Mergers and acquisitions - 40 218 Issuance through conversion of OP Units into Common Shares 9 12 7 Issuance through exercise of options 8 10 5 Issuance through restricted share grants, net 1 3 - Issuance through Share Purchase - DRIP Plan and Dividend Reinvestment - DRIP Plan 1 1 10 Issuance through Employee Share Purchase Plan 1 2 1 Issuance through conversion of Preferred Shares into Common 26 Shares 31 - Common Shares repurchased and retired - (1) (24) --------------- ---------------- -------------- Balance, end of year $ 1,326 $ 1,275 $ 1,182 =============== ================ ==============
SEE ACCOMPANYING NOTES F-8 EQUITY RESIDENTIAL PROPERTIES TRUST CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (CONTINUED)
YEAR ENDED DECEMBER 31, ------------------------------------------------- 2000 1999 1998 --------------- ---------------- -------------- PAID IN CAPITAL Balance, beginning of year $ 4,523,919 $ 4,169,102 $ 2,785,661 Issuance of Common Shares through proceeds from offerings - - 370,385 Issuance of Common Shares in connection with Mergers and acquisitions - 181,084 1,010,505 Issuance of Common Shares through conversion of OP Units into Common Shares 42,766 39,683 19,806 Issuance of Common Shares through exercise of options 25,220 30,740 14,477 Issuance of Common Shares through restricted share grants, net 16,024 8,374 - Issuance of Common Shares through Share Purchase - DRIP Plan 595 954 50,674 Issuance of Common Shares through Dividend Reinvestment - DRIP Plan 1,665 1,525 419 Issuance of Common Shares through Employee Share Purchase Plan 5,414 5,235 3,690 Issuance of Common Shares through 401(k) Plan - 1,248 803 Issuance of Common Shares through conversion of Preferred Shares into Common Shares 127,099 100,282 248 Common Shares repurchased and retired - (6,251) (94,681) Offering costs (3,944) (1,625) (12,370) Receipts (advances) on other notes receivable, net 4,045 (4,045) - Adjustment for Minority Interests ownership in Operating Partnership (3,021) (2,387) 19,485 --------------- ---------------- -------------- Balance, end of year $ 4,739,782 $ 4,523,919 $ 4,169,102 =============== ================ ============== EMPLOYEE NOTES Balance, beginning of year $ (4,670) $ (4,873) $ (5,145) Principal receipts, net 324 203 272 --------------- ---------------- -------------- Balance, end of year $ (4,346) $ (4,670) $ (4,873) =============== ================ ============== DISTRIBUTIONS IN EXCESS OF ACCUMULATED EARNINGS Balance, beginning of year $ (325,856) $ (245,538) $ (133,129) Net income 549,451 393,881 258,206 Preference Unit distributions (11,087) (1,185) - Preferred distributions (100,854) (112,011) (92,917) Distributions on Common Shares (412,005) (361,003) (277,698) --------------- ---------------- -------------- Balance, end of year $ (300,351) $ (325,856) $ (245,538) =============== ================ ==============
SEE ACCOMPANYING NOTES F-9 EQUITY RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BUSINESS AND FORMATION OF THE COMPANY Equity Residential Properties Trust, formed in March 1993, ("EQR"), is a self-administered and self-managed equity real estate investment trust ("REIT"). As used herein, the term "Company" means EQR, and its subsidiaries, as the survivor of the mergers between EQR and each of Wellsford Residential Property Trust ("Wellsford") (the "Wellsford Merger"), Evans Withycombe Residential, Inc. ("EWR") (the "EWR Merger"), Merry Land & Investment Company, Inc. ("MRY") (the "MRY Merger") and Lexford Residential Trust ("LFT") (the "LFT Merger") (collectively, the "Mergers"). The Company also includes Globe Business Resources, Inc. ("Globe"), Temporary Quarters, Inc. ("TQ") and Grove Property Trust ("Grove"). The Company has elected to be taxed as a REIT under Section 856(c) of the Internal Revenue Code 1986, as amended (the "Code"). The Company is engaged in the acquisition, disposition, ownership, management and operation of multifamily properties. As of December 31, 2000, the Company owned or had interests in a portfolio of 1,104 multifamily properties containing 227,704 apartment units (individually a "Property" and collectively the "Properties") located in 36 states throughout the United States consisting of the following:
Number of Number of Properties Units ------------ ------------ Wholly Owned Properties 998 207,610 Partially Owned Properties 15 3,067 Unconsolidated Properties 91 17,027 ------------ ------------ Total Properties 1,104 227,704 ============ ============
The "Partially Owned Properties" are controlled and partially owned by the Company but have partners with minority interests and are accounted for under the consolidation method of accounting. The "Unconsolidated Properties" are partially owned but not controlled by the Company and consist of investments in partnership interests and/or subordinated mortgages that are accounted for under the equity method of accounting. The Company has formed a series of partnerships (the "Financing Partnerships") which beneficially own certain Properties that may be encumbered by mortgage indebtedness. In general, these are structured so that ERP Operating Limited Partnership (the "Operating Partnership"), a subsidiary of EQR, owns a 1% limited partner interest and a 98% general partner interest in each, with the remaining 1% general partner interest in each Financing Partnership owned by various qualified REIT subsidiaries wholly owned by the Company (each a "QRS Corporation"). Rental income from the Properties that are beneficially owned by a Financing Partnership is used first to service the applicable mortgage debt and pay other operating expenses and any excess is then distributed 1% to the applicable QRS Corporation, as the general partner of such Financing Partnership, and 99% to the Operating Partnership, as the sole 1% limited partner and as the 98% general partner. The Company has also formed a series of limited liability companies that own certain Properties (collectively, the "LLCs"). The Operating Partnership is a 99% managing member of each LLC and a QRS Corporation is a 1% member of each LLC. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The Mergers and acquisitions were accounted for as purchases in accordance with Accounting Principles Board Opinion No. 16. The fair value of the consideration given by the Company in the F-10 Mergers was used as the valuation basis for each of the combinations. The accompanying consolidated statements of operations and cash flows include the results of the Properties purchased through the Mergers from their respective closing dates. Due to the Company's ability as general partner to control either through ownership or by contract the Operating Partnership, a series of management limited partnerships and companies (collectively, the "Management Partnerships" or the "Management Companies"), the Financing Partnerships, the LLC's, and certain other entities, each such entity has been consolidated with the Company for financial reporting purposes. In regard to the Management Companies, the Company does not have legal control; however, these entities are consolidated for financial reporting purposes, the effects of which are immaterial. REAL ESTATE ASSETS AND DEPRECIATION Real estate is recorded at cost less accumulated depreciation less an adjustment, if any, for impairment. A land value is assigned based on the purchase price if acquired separately or based on market research if acquired in a merger or in a single or portfolio acquisition. For real estate properties to be disposed of, an impairment loss is recognized when the fair value of the real estate, less the estimated cost to sell, is less than the carrying amount of the real estate measured at the time it is certain that the Company will sell the property. Real estate held for disposition is reported at the lower of its carrying amount or its estimated fair value, less its cost to sell. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. The Company uses a 30-year estimated life for buildings and a five-year estimated life for initial furniture, fixtures and equipment. Replacements inside a unit such as appliances and carpeting, are depreciated over a five-year estimated life. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred and significant renovations and improvements that improve and/or extend the useful life of the asset are capitalized over their estimated useful life, generally five to ten years. Initial direct leasing costs are expensed as incurred as such expense approximates the deferral and amortization of initial direct leasing costs over the lease terms. Property sales or dispositions are recorded when title transfers and sufficient consideration has been received by the Company. Upon disposition, the related costs and accumulated depreciation are removed from the respective accounts. Any gain or loss on sale of disposition is recognized in accordance with accounting principles generally accepted in the United States. The Company classifies Properties under development and/or expansion and properties in the lease up phase as construction in progress until construction has been completed and all certificates of occupancy permits have been obtained. The Company also classifies land relating to construction in progress as land on its balance sheet. CASH AND CASH EQUIVALENTS The Company considers all demand deposits, money market accounts and investments in certificates of deposit and repurchase agreements purchased with a maturity of three months or less, at the date of purchase, to be cash equivalents. The Company maintains its cash and cash equivalents at financial institutions. The combined account balances at each institution periodically exceed the Federal Depository Insurance Corporation ("FDIC") insurance coverage, and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company believes that the risk is not significant, as the Company does not anticipate their non-performance. F-11 DEFERRED FINANCING COSTS Deferred financing costs include fees and costs incurred to obtain the Company's lines of credit, long-term financings and costs for certain interest rate protection agreements. These costs are amortized over the terms of the related debt. Unamortized financing costs are written-off when debt is retired before the maturity date. The accumulated amortization of such deferred financing costs was $17.7 million and $11.1 million at December 31, 2000 and 1999, respectively. RENTAL FURNITURE Rental furniture is stated at cost and depreciated on a straight-line basis at a rate of 1% per month, which is designed to approximate an estimated useful life of four years with provision for a 50% residual value. PROPERTY AND EQUIPMENT Property and equipment is stated at cost. Depreciation expense is provided on a straight-line basis over estimated useful lives of three to ten years. GOODWILL Goodwill is amortized on a straight-line basis over a period of 20 years. The Company periodically reviews goodwill for impairment and if a permanent decline in value has occurred, the Company would reduce its goodwill balance to fair value. Accumulated amortization of goodwill was $1.8 million at December 31, 2000. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES The Company adopted Statement of Financial Accounting Standard ("SFAS") No. 133/138, Accounting for Derivative Instruments and Hedging Activities, on January 1, 2001. This new accounting standard requires companies to carry all derivative instruments, including certain embedded derivatives, in the statement of financial condition at fair value. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, on the reason for holding it. The Company uses only qualifying hedges that are designated specifically to reduce exposure to interest rate risk by locking in the expected future cash payments on certain liabilities. This is typically accomplished using an interest rate swap or treasury lock collar. For financial reporting purposes, the gain or loss on the effective portion of the interest rate hedge is recorded as a component of equity, which becomes reclassified into earnings along with payments on the hedged liability. Upon adoption of SFAS No. 133/138 in January 2001, the Company recorded a net transition adjustment in accumulated other comprehensive income and either an unrealized gain or loss on hedges at that time which did not have a material impact on the Company's financial condition and results of operations. Adoption of the standard resulted in the Company recognizing a derivative instrument liability. In general, the amount of volatility will vary with the level of derivative activities during any period. FAIR VALUE OF FINANCIAL INSTRUMENTS The fair values of the Company's financial instruments (excluding the Company's investment in F-12 mortgage notes - see Note 8), including cash and cash equivalents, mortgage notes payable, other notes payable, lines of credit and other financial instruments, approximate their carrying or contract values. REVENUE RECOGNITION Rental income attributable to leases is recorded when due from tenants and is recognized monthly as it is earned, which is not materially different than on a straight-line basis. Interest income is recorded on an accrual basis. Leases entered into between a tenant and a Property for the rental of an apartment unit are year-to-year, renewable upon consent of both parties on a year-to-year or month-to-month basis. Leases of furniture generally have an initial term of three to six months in duration and can be extended by the customer on a month-to-month basis. Furniture rentals are accounted for as operating leases, and revenue is recorded in the month earned. For sales of furniture, as well as rental buyouts, revenue and related cost of sales are recorded when the furniture is delivered or taken off lease. Revenues from both furniture rentals and sales are included in furniture income while the associated costs of those rentals and sales are included in furniture operating expenses in the consolidated statements of operations. INCOME TAXES Due to the structure of the Company as a REIT and the nature of the operations of the Properties and management business, the results of operations contain no provision for federal income taxes. The Company is subject to certain state and local income, excise and franchise taxes. The aggregate cost of land and depreciable property for federal income tax purposes as of December 31, 2000 and 1999 was approximately $9.2 billion and $9.1 billion, respectively. MINORITY INTERESTS Operating Partnership: Net income is allocated to minority interests based on their respective ownership percentage of the Operating Partnership. The ownership percentage is calculated by dividing the number of Operating Partnership Units ("OP Units") held by the minority interests by the total OP Units held by the minority interests and the Company. Issuance of additional Common Shares and OP Units changes the ownership interests of both the minority interests and the Company. Such transactions and the proceeds therefrom are treated as capital transactions. Partially Owned Properties: The Company reflects minority interests in partially owned properties on the balance sheet for the portion of properties consolidated by the Company that are not wholly owned by the Company. The earnings or losses from those properties attributable to the minority interests are reflected as minority interests in partially owned properties in the consolidated statements of operations. USE OF ESTIMATES In preparation of the Company's financial statements in conformity with accounting principles generally accepted in the United States, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. RECLASSIFICATIONS Certain reclassifications have been made to the previously reported financial statements in order to F-13 provide comparability with the 2000 statements reported herein. These reclassifications have not changed the results of operations or shareholders' equity. REPORTABLE SEGMENTS The Company has one primary reportable business segment, which consists of investment in rental real estate. The Company's primary business is owning, managing and operating multifamily residential properties which includes the generation of rental and other related income through the leasing of apartment units to tenants. The Company also has a segment for corporate level activity including such items as fee and asset management income, furniture rental/sales activity, interest income earned on short-term investments and investment in mortgage notes, income or loss from investments in unconsolidated entities, general and administrative expenses, and interest expense on mortgage notes payable, unsecured note issuances, and lines of credit. The Company's fee and asset management and furniture rental/sales activities are immaterial and do not meet the threshold requirements of reportable segments as provided for in Statement No. 131. The Company evaluates performance and allocates resources primarily based on the rental, furniture and other income generated from each property less property and maintenance expenses, real estate taxes and insurance, property management expenses, fee and asset management expenses, and furniture expenses, which is considered net operating income ("NOI"). However, all other segment measurements are disclosed in the Company's consolidated financial statements, and accordingly the accounting policies of the reportable segments are the same as those described elsewhere in the Summary of Significant Accounting Policies. The Company also considers funds from operations ("FFO") to be a primary measure of the performance of real estate companies including an equity REIT. The Company believes that FFO is helpful to investors as a measure of the performance of an equity REIT because, along with cash flows from operating activities, financing activities and investing activities, it provides investors an understanding of the ability of the Company to incur and service debt and to make capital expenditures. FFO in and of itself does not represent cash generated from operating activities in accordance with accounting principles generally accepted in the United States ("GAAP") and therefore should not be considered an alternative to net income as an indication of the Company's performance or to net cash flows from operating activities as determined by GAAP as a measure of liquidity and is not necessarily indicative of cash available to fund cash needs. The Company's calculation of FFO represents net income available to Common Shares, excluding gains or losses on dispositions of properties, gains or losses on early extinguishment of debt, and write-off of unamortized costs on refinanced debt, plus depreciation on real estate assets and income allocated to Minority Interests. The Company's calculation of FFO may differ from the methodology for calculating FFO utilized by other REIT's and, accordingly, may not be comparable to such other REIT's. The Company adopted, effective January 1, 2000, the National Association of Real Estate Investment Trust's ("NAREIT") updated recommended definition of FFO as approved in the fourth quarter of 1999. All revenues are from external customers and no revenues are generated from transactions with other segments. There are no tenants who contributed 10% or more of the Company's total revenues during 2000, 1999 or 1998. Interest expense on debt is not allocated to individual Properties, even if the Properties secure such debt. Further, minority interest in consolidated subsidiaries is not allocated to the Properties. 3. BUSINESS COMBINATIONS On October 1, 1999, the Company acquired Lexford, which included 402 Properties containing F-14 36,609 units and other related assets for a total purchase price of approximately $738 million. In connection with the LFT Merger, each outstanding common share of beneficial interest of LFT was converted into 0.463 of a Common Share of the Company. The purchase price consisted of 4.0 million Common Shares issued by the Company with a market value of $181.1 million, the assumption of mortgage indebtedness, a term loan and a line of credit in the amount of $528.3 million, the acquisition of other assets of approximately $40.9 million, the assumption of other liabilities of approximately $25.3 million and other merger related costs of approximately $24.5 million. On July 11, 2000, the Company acquired Globe in an all cash and debt transaction valued at $163.2 million. Globe provides fully furnished short-term housing through an inventory of leased housing units to transferring or temporarily assigned corporate personnel, new hires, trainees, consultants and individual customers throughout the United States. Additionally, Globe rents and sells furniture to a diversified base of commercial and residential customers throughout the United States. Shareholders of Globe received $13.00 per share, which approximated $58.7 million in cash based on the 4.5 million Globe shares outstanding. In addition, the Company: - Acquired $94.8 million in other Globe assets and assumed $29.6 million in other Globe liabilities; - Allocated $68.4 million to goodwill; - Recorded acquisition costs of $4.5 million; and - Assumed $70.4 million in debt, which included $1.4 million in mortgage debt, $39.5 million in unsecured notes, and Globe's line of credit totaling $29.5 million; On July 21, 2000, the Company, through its Globe subsidiary, acquired TQ, the leading corporate housing provider in Atlanta, Georgia, in a $3.3 million all cash transaction. On October 31, 2000, the Company acquired Grove, which included 60 properties containing 7,308 units for a total purchase price of $463.2 million. The Company: - Paid $17.00 per share or $141.6 million in cash to purchase the 8.3 million outstanding common shares of Grove. - Paid $17.00 per unit or $12.4 million in cash to purchase 0.7 million in Grove OP Units outstanding at the merger date. - Converted 2.1 million Grove OP Units to 0.8 million of the Operating Partnership's OP Units using the conversion ratio of 0.3696 (after cash-out of fractional units). The value of these converted OP Units totaled $37.2 million. - Assumed $241.3 million in Grove debt, which included first and second mortgages totaling $203.4 million and Grove's line of credit totaling $38.0 million. - Acquired $20.1 million in other Grove assets and assumed $11.2 million in other Grove liabilities, including an earnout note payable liability totaling $1.5 million. This amount represents the estimated additional cash or OP Units required to be funded to the previous owners of Glen Meadow Apartments upon the transition of this property from subsidized to market rents. - Recorded acquisition costs of $19.5 million. All of the amounts stated above related to the Mergers and acquisitions are based on management's current best estimates, which are subject to adjustment within one year of the respective closing dates. F-15 4. SHAREHOLDERS' EQUITY AND MINORITY INTERESTS The following table presents the changes in the Company's issued and outstanding Common Shares for the years ended December 31, 2000, 1999 and 1998:
2000 1999 1998 ---------------------------------------------------------------------------------------------------------- Common Shares outstanding at January 1, 127,450,798 118,230,009 89,085,265 COMMON SHARES ISSUED: Common Share Offerings -- -- 7,430,568 Conversion of MRY common shares -- -- 21,801,612 Conversion of LFT common shares -- 4,018,717 -- Conversion of Series E Preferred Shares 219,405 1,669 834 Conversion of Series G Preferred Shares 1,280 -- -- Conversion of Series H Preferred Shares 64,140 6,580 6,078 Conversion of all Series I Preferred Shares -- 2,566,797 -- Conversion of all Series J Preferred Shares 2,822,012 122 -- Employee Share Purchase Plan 149,790 147,885 93,521 Dividend Reinvestment - DRIP Plan 34,752 36,132 10,230 Share Purchase - DRIP Plan 13,187 22,534 1,023,184 Exercise of options 685,093 1,013,192 431,174 Restricted share grants, net 237,931 306,500 59,060 Conversion of OP Units 937,987 1,217,821 640,337 Profit-sharing/401(k) Plan contribution -- 30,260 15,980 COMMON SHARES OTHER: Common Shares repurchased and retired -- (148,453) (2,367,400) Common Shares other -- 1,033 (434) ---------------------------------------------------------------------------------------------------------- COMMON SHARES OUTSTANDING AT DECEMBER 31, 132,616,375 127,450,798 118,230,009 ----------------------------------------------------------------------------------------------------------
On February 3, 1998, the Company filed with the SEC a Form S-3 Registration Statement to register $1 billion of equity securities. The SEC declared this registration statement effective on February 27, 1998. In addition, the Company carried over $272 million related to the registration statement effective on August 4, 1997. As of December 31, 2000, $1.1 billion remained available for issuance under this registration statement. The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for a partnership interest are collectively referred to as the "Minority Interests - Operating Partnership". As of December 31, 2000 and 1999, the Minority Interests - Operating Partnership held 12,428,751 and 12,483,742 OP Units, respectively. As a result, the Minority Interests had an 8.57% and 8.92% interest in the Operating Partnership at December 31, 2000 and 1999, respectively. Assuming conversion of all OP Units into Common Shares, total Common Shares outstanding at December 31, 2000 and 1999 would have been 145,045,126 and 139,934,540, respectively. Net proceeds from the Company's Common Share and Preferred Share Offerings are contributed by the Company to the Operating Partnership in return for an increased ownership percentage and are treated as capital transactions in the Company's Consolidated Financial Statements. As a result, the net Offering Proceeds from Common Shares are allocated between shareholders' equity and Minority Interests - Operating Partnership to account for the change in their respective percentage ownership of the underlying equity of the Operating Partnership. Effective January 1, 2000, the Company has included 100% of the Guilford portfolio properties in F-16 the consolidated financial statements with the equity interests of the unaffiliated partners reflected as Minority Interests -Partially Owned Properties as a result of the Company acquiring additional interests. During 2000 and 1999, the Company, through a subsidiary of the Operating Partnership, issued the following with an equity value of $186 million receiving net proceeds of $181.4 million: - 800,000 units of 8.00% Series A Cumulative Convertible Redeemable Preference Interests (collectively known as "Preference Interests") with an equity value of $40 million on September 27, 1999 receiving $39 million in net proceeds. The liquidation value of these units is $50 per unit. The 800,000 units are exchangeable into 800,000 shares of 8.00% Series M Cumulative Redeemable Preferred Shares of Beneficial Interest of the Company. Dividends for the Series A Preference Interests or the Series M Preferred Shares are payable quarterly at the rate of $4.00 per unit/share per year. - 1.1 million units of 8.50% Series B Cumulative Convertible Redeemable Preference Units with an equity value of $55.0 million on March 3, 2000 receiving $53.6 million in net proceeds. The liquidation value of these units is $50 per unit. The 1.1 million units are exchangeable into 1.1 million shares of 8.50% Series M-1 Cumulative Redeemable Preferred Shares of Beneficial Interest of the Company. Dividends for the Series B Preference Interests or the Series M-1 Preferred Shares are payable quarterly at the rate of $4.25 per unit/share per year. - 220,000 units of 8.50% Series C Cumulative Convertible Redeemable Preference Units with an equity value of $11.0 million on March 23, 2000 receiving $10.7 million in net proceeds. The liquidation value of these units is $50 per unit. The 220,000 units are exchangeable into 220,000 shares of 8.50% Series M-1 Cumulative Redeemable Preferred Shares of Beneficial Interest of the Company. Dividends for the Series C Preference Interests or the Series M-1 Preferred Shares are payable quarterly at the rate of $4.25 per unit/share per year. - 420,000 units of 8.375% Series D Cumulative Convertible Redeemable Preference Units with an equity value of $21.0 million on May 1, 2000 receiving $20.5 million in net proceeds. The liquidation value of these units is $50 per unit. The 420,000 units are exchangeable into 420,000 shares of 8.375% Series M-2 Cumulative Redeemable Preferred Shares of Beneficial Interest of the Company. Dividends for the Series D Preference Interests or the Series M-2 Preferred Shares are payable quarterly at the rate of $4.1875 per unit/share per year. - 1,000,000 units of 8.50% Series E Cumulative Convertible Redeemable Preference Units with an equity value of $50.0 million on August 11, 2000 receiving $48.8 million in net proceeds. The liquidation value of these units is $50 per unit. The 1,000,000 units are exchangeable into 1,000,000 shares of 8.50% Series M-3 Cumulative Redeemable Preferred Shares of Beneficial Interest of the Company. Dividends for the Series E Preference Interests or the Series M-3 Preferred Shares are payable quarterly at the rate of $4.25 per unit/share per year. - 180,000 units of 8.375% Series F Cumulative Convertible Redeemable Preference Units with an equity value of $9.0 million on December 8, 2000 receiving $8.775 million in net proceeds. The liquidation value of these units is $50 per unit. The 180,000 units are exchangeable into 180,000 shares of 8.375% Series M-2 Cumulative Redeemable Preferred Shares of the Company. Dividends for the Series F Preference interests or the Series M-2 Preferred Shares are payable quarterly at the rate of $4.1875 per unit/share per year. The value of these Preference Interests are included in Minority Interests - Operating Partnership in the Consolidated Balance Sheets and the distributions incurred are included in preferred distributions in the Consolidated Statements of Operations. The Series M, M-1, M-2 and M-3 Preferred Shares are not convertible into EQR Common Shares. F-17 In connection with certain acquisitions during the year ended December 31, 1999, the Operating Partnership issued 28,795 Series A Junior Convertible Preference Units and 7,367 Series B Junior Convertible Preference Units having a combined value of approximately $3.0 million. These units ultimately will convert to OP Units in accordance with the respective term sheet agreements. A total of 84,490 Series A and B Junior Convertible Preference Units with a value of $7.9 million were outstanding as of December 31, 2000 and 1999. The value of these preference units is included in Minority Interests - Operating Partnership in the Consolidated Balance Sheets and the distributions incurred are included in preferred distributions in the Consolidated Statements of Operations. The declaration of trust of the Company provides that the Company may issue up to 100,000,000 Preferred Shares with specific rights, preferences and other attributes as the Board of Trustees may determine, which may include preferences, powers and rights that are senior to the rights of holders of the Company's Common Shares. The following table presents the Company's issued and outstanding Preferred Shares as of December 31, 2000 and 1999: F-18
------------------------------------------------------------------------------------------------------------------------------------ ANNUAL DIVIDEND AMOUNTS IN THOUSANDS REDEMPTION CONVERSION RATE PER DECEMBER DECEMBER DATE (1)(2) RATE (2) SHARE (3) 31, 2000 31, 1999 ------------------------------------------------------------------------------------------------------------------------------------ Preferred Shares of beneficial interest, $.01 par value; 100,000,000 shares authorized: 9 3/8% Series A Cumulative Redeemable Preferred; liquidation 6/1/00 N/A $2.34375 $ 153,000 $ 153,000 value $25 per share; 6,120,000 shares issued and outstanding at December 31, 2000 and December 31, 1999 9 1/8% Series B Cumulative Redeemable Preferred; liquidation 10/15/05 N/A $22.81252 125,000 125,000 value $250 per share; 500,000 shares issued and outstanding at December 31, 2000 and December 31, 1999 9 1/8% Series C Cumulative Redeemable Preferred; liquidation 9/9/06 N/A $22.81252 115,000 115,000 value $250 per share; 460,000 shares issued and outstanding at December 31, 2000 and December 31, 1999 8.60% Series D Cumulative Redeemable Preferred; liquidation 7/15/07 N/A $21.50000 175,000 175,000 value $250 per share; 700,000 shares issued and outstanding at December 31, 2000 and December 31, 1999 Series E Cumulative Convertible Preferred; liquidation value 11/1/98 0.5564 $1.75000 89,990 99,850 $25 per share; 3,599,615 and 3,994,000 shares issued and outstanding at December 31, 2000 and December 31, 1999, respectively 9.65% Series F Cumulative Redeemable Preferred; liquidation 8/24/00 N/A $2.41250 57,500 57,500 value $25 per share; 2,300,000 shares issued and outstanding at December 31, 2000 and December 31, 1999 7 1/4% Series G Convertible Cumulative Preferred; liquidation 9/15/02 4.2680 $18.12500 316,175 316,250 value $250 per share; 1,264,700 and 1,265,000 shares issued and outstanding at December 31, 2000 and December 31, 1999, respectively 7.00% Series H Cumulative Convertible Preferred; liquidation 6/30/98 0.7240 $1.75000 1,471 3,686 value $25 per share; 58,851 and 147,452 shares issued and outstanding at December 31, 2000 and December 31, 1999, respectively 8.60% Series J Cumulative Convertible Preferred; liquidation 3/31/00 0.6136 $2.15000 - 114,980 value $25 per share; 0 and 4,599,200 shares issued and outstanding at December 31, 2000 and December 31, 1999, respectively (4) 8.29% Series K Cumulative Redeemable Preferred; liquidation 12/10/26 N/A $4.14500 50,000 50,000 value $50 per share; 1,000,000 shares issued and outstanding at December 31, 2000 and December 31, 1999 7.625% Series L Cumulative Redeemable Preferred; liquidation 2/13/03 N/A $1.90625 100,000 100,000 value $25 per share; 4,000,000 shares issued and outstanding at December 31, 2000 and December 31, 1999 ------------------------------------------------------------------------------------------------------------------------------------ $ 1,183,136 $ 1,310,266 ------------------------------------------------------------------------------------------------------------------------------------
F-19 (1) On or after the redemption date, redeemable preferred shares (Series A, B, C, D, F, K and L) may be redeemed for cash at the option of the Company, in whole or in part, at a redemption price equal to the liquidation price per share, plus accrued and unpaid distributions, if any. (2) On or after the redemption date, convertible preferred shares (Series E, G, H & J) may be redeemed under certain circumstances for cash or Common Shares at the option of the Company, in whole or in part, at various redemption prices per share based upon the contractual conversion rate, plus accrued and unpaid distributions, if any. The conversion rate listed for Series G is the Preferred Share rate and the equivalent Depositary Share rate is 0.4268. (3) Dividends on all series of Preferred Shares are payable quarterly at various pay dates. Dividend rates listed for Series B, C, D and G are Preferred Share rates and the equivalent Depositary Share annual dividend rates are $2.281252, $2.281252, $2.15 and $1.8125, respectively. (4) During 2000, all of the remaining Series J Preferred Shares were converted into 2,822,012 Common Shares of the Company. 5. REAL ESTATE The following table summarizes the carrying amounts for investment in real estate as of December 31, 2000 and 1999 (AMOUNTS ARE IN THOUSANDS):
------------------------------------------------------------------------- 2000 1999 ------------------------------------------------------------------------- Land $1,770,019 $1,550,378 Buildings and Improvements 10,338,971 10,266,290 Furniture, Fixtures and Equipment 443,340 404,260 Construction in Progress 39,130 18,035 ------------------------------------------------------------------------- Real Estate 12,591,460 12,238,963 Accumulated Depreciation (1,352,236) (1,070,487) ------------------------------------------------------------------------- Real Estate, net $11,239,224 $11,168,476 -------------------------------------------------------------------------
The following table summarizes the carrying amounts for the real estate held for disposition as of December 31, 2000 and 1999 (See Note 22) (AMOUNTS ARE IN THOUSANDS):
-------------------------------------------------------------------------- 2000 1999 -------------------------------------------------------------------------- Land $5,645 $2,383 Buildings and Improvements 50,739 14,596 Furniture, Fixtures and Equipment 2,105 1,403 -------------------------------------------------------------------------- Real Estate 58,489 18,382 Accumulated Depreciation (6,852) (5,514) -------------------------------------------------------------------------- Real Estate Held for Disposition $51,637 $12,868 --------------------------------------------------------------------------
In addition to the acquisition of Grove, during the year ended December 31, 2000, the Company acquired the twenty-eight Properties listed below: F-20
================================================================================================================ PURCHASE PRICE DATE NUMBER (IN ACQUIRED PROPERTY LOCATION OF UNITS THOUSANDS) ---------------------------------------------------------------------------------------------------------------- 01/19/00 Windmont Atlanta, GA 178 $10,310 04/05/00 Alborada Fremont, CA 442 83,500 06/30/00 Jefferson at Wyndham Lakes Coral Springs, FL 332 33,340 07/12/00 Ambergate West Palm Beach, FL 72 2,362 07/12/00 Greengate West Palm Beach, FL 120 4,019 07/12/00 Jupiter Cove II Juno Beach, FL 61 1,663 07/12/00 Oakland Hills Margate, FL 189 7,800 07/12/00 Summit Center West Palm Beach, FL 87 2,347 07/12/00 Whispering Pines Fort Pierce, FL 64 978 07/25/00 Harbour Town Boca Raton, FL 392 31,940 09/13/00 Madison at Wells Branch Austin, TX 300 18,750 09/13/00 Madison at Scofield Farms Austin, TX 260 16,510 09/14/00 Westside Villas I-V Los Angeles, CA 176 42,000 09/27/00 Millburn Court I Dayton, OH 65 1,500 11/01/00 Centre Club I and II * Ontario, CA 312 31,100 11/08/00 Ridgewood Village II San Diego, CA 216 26,000 11/15/00 Legacy at Cherry Creek Denver, CO 183 23,595 11/21/00 Parkfield ** Denver, CO 476 32,605 12/08/00 The Landings at Port Imperial West New York, NJ 276 64,800 12/20/00 Toscana Irvine, CA 563 90,000 12/20/00 Newhall Portfolio (4 properties) Valencia, CA 924 129,000 ---------------------------------------------------------------------------------------------------------------- 5,688 $654,119 ================================================================================================================
* Includes a vacant land parcel valued at approximately $1.8 million. ** Property was acquired upon substantial completion of development. In addition, during 2000 the Company paid $6.5 million to acquire interests in 25 Properties containing 3,820 units which previously were accounted for under the equity method of accounting and subsequent to these purchases were consolidated. Accordingly, the Company recorded an additional $90.7 million in investments in real estate. The Company also acquired two separate vacant land parcels for $58.5 million. In addition to the LFT Merger, during the year ended December 31, 1999, the Company acquired 22 Properties, of which fourteen were acquired from unaffiliated parties and eight were acquired from an affiliated party. In connection with certain of these transactions, the Company assumed and/or entered into mortgage indebtedness of approximately $69.9 million, issued OP Units having a value of approximately $25.2 million and issued Junior Convertible Preference Units having a value of approximately $3.0 million. 6. REAL ESTATE DISPOSITIONS During the year ended December 31, 2000, the Company disposed of the fifty Properties listed below. Including the joint venture sales discussed below, the Company recognized a net gain of approximately $198.4 million. F-21
===================================================================================================================== DATE NUMBER DISPOSITION PRICE DISPOSED PROPERTY LOCATION OF UNITS (IN THOUSANDS) --------------------------------------------------------------------------------------------------------------------- 02/04/00 Lakeridge at the Moors Miami, FL 175 $10,000 02/09/00 Sonnet Cove I & II Lexington, KY 331 12,300 02/25/00 Yuma Court Colorado Springs, CO 40 2,350 02/25/00 Indigo Plantation Daytona Beach, FL 304 14,200 02/25/00 The Oaks of Lakebridge Ormond Beach, FL 170 7,800 03/23/00 Tanglewood Lake Oswego, OR 158 10,750 03/30/00 Preston Lake Tucker, GA 320 17,325 03/31/00 Cypress Cove Melbourne, FL 326 18,800 04/20/00 Village of Sycamore Ridge Memphis, TN 114 5,200 04/28/00 Towne Centre III & IV Laurel, MD 562 29,244 05/11/00 3000 Grand Des Moines, IA 186 9,625 06/14/00 Villa Madeira Scottsdale, AZ 332 17,500 07/06/00 Idlewood Indianapolis, IN 320 15,600 07/25/00 Sabal Palm Pompano Beach, FL 416 27,200 07/27/00 Lake in the Woods Ypsilanti, MI 1,028 57,000 07/28/00 Windmill Colorado Springs, CO 304 12,358 07/28/00 Cheyenne Crest Colorado Springs, CO 208 12,286 07/28/00 Lamplight Court London, OH 53 738 08/24/00 Huntington Hollow Tulsa, OK 288 7,100 08/24/00 Hunter Glen Springfield, IL 64 1,750 08/29/00 Glenridge Colorado Springs, CO 220 13,127 09/18/00 Greenwich Woods/Hollyview Silver Springs, MD 606 37,500 09/26/00 The Hollows Columbia, SC 212 8,000 09/26/00 Tamarind at Stoneridge Columbia, SC 240 8,030 10/02/00 Villa Serenas Tucson, AZ 611 20,850 10/03/00 Camellia Court Carrollton, KY 55 1,550 10/03/00 Millston I, II Aberdeen, OH 93 1,194 10/03/00 Springwood Maysville, KY 54 1,026 10/03/00 Willowood Owensboro, KY 55 1,200 10/17/00 Mission Palms Tucson, AZ 360 20,700 10/19/00 Del Coronado Mesa, AZ 419 23,575 10/19/00 Rancho Murietta Tempe, AZ 292 17,075 10/20/00 Crossings at Green Valley Henderson, NV 384 20,738 10/20/00 Reflections at the Lake Las Vegas, NV 326 19,665 10/20/00 The Trails Las Vegas, NV 440 29,410 10/23/00 Augustine Club Tallahassee, FL 222 9,925 10/23/00 Plantations at Killearn Tallahassee, FL 184 9,150 10/23/00 Woodlake at Killearn Tallahassee, FL 352 14,475 10/25/00 Towne Square Chandler, AZ 584 33,300 10/25/00 La Valenica Mesa, AZ 361 19,925 10/31/00 Willow Run Willard, OH 61 1,250 11/30/00 Ansley Oaks O'Fallon, IL 69 2,050 11/30/00 Bradford Place Belleville, IL 68 1,500 12/19/00 Slate Run Bardstown, KY 54 955 12/21/00 Shores at Anderson Springs Chandler, AZ 299 18,450 12/21/00 Brunswick Danville, IL 80 2,033 12/27/00 Stonehenge Ottawa, OH 36 905 --------------------------------------------------------------------------------------------------------------------- 12,436 $626,684 =====================================================================================================================
During 2000, the Company entered into three separate joint ventures with an unaffiliated party. At closing, the Company sold and/or contributed thirty-four wholly owned properties containing 7,835 units valued at $473.4 million to the joint ventures encumbered with $341.0 million in mortgage loans. The unaffiliated party acquired a 75% interest in the joint ventures while the Company retained a 25% interest along with the right to manage the properties. The Company has classified its interest in the joint ventures as investments in unconsolidated entities and accounted for them under the equity method of accounting. F-22 In addition, during 2000 the Company sold its entire interest in three Unconsolidated Properties containing 377 units for approximately $4.6 million. During the year ended December 31, 1999, the Company sold thirty-six properties containing 7,886 units to unaffiliated parties for a total sales price of $347.4 million. In connection with one of these transactions, the purchaser assumed the Company's mortgage indebtedness of approximately $12.5 million. The Company recognized a net gain for financial reporting purposes of approximately $93.5 million. In addition, the Company also sold its entire interest in six MRY joint venture properties containing 1,297 units for approximately $54.1 million. 7. COMMITMENTS TO ACQUIRE/DISPOSE OF REAL ESTATE As of December 31, 2000, in addition to the Properties that were subsequently acquired as discussed in Note 22, the Company entered into separate agreements to acquire two multifamily properties containing 519 units. The Company expects a combined purchase price of approximately $56.2 million. As of December 31, 2000, in addition to the Properties that were subsequently disposed of as discussed in Note 22, the Company entered into separate agreements to dispose of twenty-three multifamily properties containing 3,924 units to unaffiliated parties. The Company expects a combined disposition price of approximately $210.5 million. The closings of these pending transactions are subject to certain contingencies and conditions, therefore, there can be no assurance that these transactions will be consummated or that the final terms thereof will not differ in material respects from those summarized in the preceding paragraphs. 8. INVESTMENT IN MORTGAGE NOTES, NET In 1995, the Company invested $89 million in various partnership interests and subordinated mortgages collateralized by 21 Properties consisting of 3,896 units. The unamortized balance of the discount on the notes at December 31, 2000 and 1999 was $3.6 million and $4.8 million, respectively. During 2000 and 1999, the Company amortized $1.2 million and $2.3 million, respectively. This discount is being amortized utilizing the effective yield method based on the expected life of the investment. The fair value as of December 31, 2000 and 1999 was estimated to be approximately $80.8 million and $87.0 million, respectively, compared to the Company's carrying value of $77.2 million and $85.0 million, respectively. The estimated fair value of the Company's investment in mortgage notes represents the estimated net present value based on the expected future property level cash flows and an estimated current market discount rate. 9. INVESTMENTS IN UNCONSOLIDATED ENTITIES The Company has entered into two separate joint venture agreements with third party development companies whereby the Company contributes 25% of the development cost to the joint venture in return for preferential returns of 9.0% per annum. The basis of the Company's equity investments in these two joint ventures was $235.9 million and $125.5 million as of December 31, 2000 and 1999, respectively. The Company also has various other investments in unconsolidated entities with ownership interests ranging from 1.5% to 50.0%. The basis of these equity investments was $80.6 million and $14.8 million as of December 31, 2000 and 1999, respectively. F-23 These investments are accounted for utilizing the equity method of accounting. Under the equity method of accounting, the net equity investment of the Company is reflected on the consolidated balance sheets and the consolidated statements of operations include the Company's share of net income or loss from the unconsolidated entity. 10. DEPOSITS - RESTRICTED Deposits-restricted as of December 31, 2000 primarily included the following: - deposits in the amount of $39.5 million held in third party escrow accounts to provide collateral for third party construction financing in connection with two separate joint venture agreements; - approximately $127.8 million held in third party escrow accounts, representing proceeds received in connection with the Company's disposition of thirteen properties and approximately $1.1 million in earnest money deposits made for six additional acquisitions; - approximately $28.6 million for tenant security, utility deposits, and other deposits for certain of the Company's Properties; and - approximately $34.6 million of other deposits. Deposits-restricted as of December 31, 1999 primarily included the following: - deposits in the amount of $25.0 million held in third party escrow accounts to provide collateral for third party construction financing in connection with two separate joint venture agreements; - approximately $48.9 million held in third party escrow accounts, representing proceeds received in connection with the Company's disposition of three properties and earnest money deposits made for one additional acquisition; - approximately $29.9 million for tenant security, utility deposits, and other deposits for certain of the Company's Properties; and - approximately $7.5 million of other deposits. 11. MORTGAGE NOTES PAYABLE As of December 31, 2000, the Company had outstanding mortgage indebtedness of approximately $3.2 billion. The historical cost, net of accumulated depreciation, of encumbered properties at December 31, 2000 was approximately $5.1 billion. During the year ended December 31, 2000, the Company: - recorded $65.1 million of mortgage debt in connection with the consolidation of the Guilford portfolio on January 1, 2000; - repaid $171.8 million of mortgage debt on eighty-three Properties; - obtained $148.3 million of new mortgage debt on eleven previously unencumbered properties. - settled on a $100 million forward starting swap and received approximately $7.1 million. This amount is being amortized over the life of the financing for the eleven previously unencumbered Properties that occurred on March 20, 2000; - assumed $87.4 million of mortgage debt on nine properties in connection with their acquisitions; - obtained $88.3 million in construction loan commitments on two properties, of which $29.1 million is currently outstanding; - recorded $15.0 million of mortgage debt in connection with the consolidation of the CNL Portfolio and Springtree Apartments; - recorded $1.4 million of mortgage debt in connection with the Globe acquisition; F-24 - recorded $203.4 million of mortgage debt in connection with the Grove acquisition; - disposed of five properties, in which $4.8 million of mortgage debt was assumed by the purchasers; and - refinanced $208.8 million of debt on 16 existing properties. As of December 31, 2000, scheduled maturities for the Company's outstanding mortgage indebtedness are at various dates through October 1, 2033. The interest rate range on the Company's mortgage debt was 3.95% to 12.465% at December 31, 2000. During the year ended December 31, 2000, the weighted average interest rate on the Company's mortgage debt was 6.85% Aggregate payments of principal on mortgage notes payable for each of the next five years and thereafter are as follows (amounts in thousands):
-------------------------------------------------------- YEAR TOTAL -------------------------------------------------------- 2001 $ 294,345 2002 244,461 2003 119,624 2004 187,777 2005 222,931 Thereafter 2,159,753 Net Unamortized Premiums/Discounts 1,720 -------------------------------------------------------- Total $3,230,611 ========================================================
As of December 31, 1999, the Company had outstanding mortgage indebtedness of approximately $2.9 billion. The historical cost, net of accumulated depreciation, of encumbered properties at December 31, 1999 was approximately $4.7 billion. During the year ended December 31, 1999 the Company: - as part of the LFT Merger, assumed the mortgage balances on 342 Properties in the aggregate amount of $499.7 million; - assumed $69.9 million of mortgage balances on eight additional properties acquired; - repaid the mortgage balances on 31 Properties in the amount of $60.8 million; - refinanced $44.9 million of debt on four existing properties with new mortgage indebtedness totaling $62.9 million; - obtained new mortgage financing on eleven previously unencumbered properties in the amount of $126.5 million; - refinanced $120.8 million of debt on ten existing properties. In addition, five previously unencumbered properties cross-collateralize each of the new mortgage notes; - refinanced the debt on two existing properties and consequently sold its lender position to a third party, thus receiving additional net cash proceeds of approximately $2.6 million. The bond indebtedness on these two properties is now unsecured and is classified as notes, net at December 31, 1999; - refinanced the debt on one existing property and consequently sold its lender position to a third party, thus receiving additional cash proceeds of approximately $13.7 million; and - sold $12.5 million of debt on one property in conjunction with a real estate disposition. As of December 31, 1999, scheduled maturities for the Company's outstanding mortgage indebtedness are at various dates through October 1, 2033. The interest rate range on the Company's F-25 mortgage debt was 4.00% to 10.13% at December 31, 1999. During the year ended December 31, 1999, the weighted average interest rate on the Company's mortgage debt was 7.05%. Concurrent with the refinancing of certain tax-exempt bonds and as a requirement of the credit provider of the bonds, the Financing Partnership, which owns certain of the Properties, entered into interest rate protection agreements, which were assigned to the credit provider as additional security. The Financing Partnership pays interest based on a fixed interest rate and the counterparty of the agreement pays interest to the Company at a floating rate that is calculated based on the Public Securities Association Index for municipal bonds ("PSA Municipal Index"). As of December 31, 2000, the aggregate notional amounts of these agreements were approximately $131.6 million, $27.3 million and $8.9 million. As of December 31, 1999, the aggregate notional amounts of these agreements were approximately $133.4 million, $27.7 million and $9.1 million. The fixed interest rates for these agreements were 4.81%, 4.528% and 4.90%. The termination dates are October 1, 2003, January 1, 2004 and April 1, 2004. The Company simultaneously entered into substantially identical reverse interest rate protection agreements. Under these agreements the Company pays interest monthly at a floating rate based on the PSA Municipal Index and the counterparty pays interest to the Company based on a fixed interest rate. As of December 31, 2000, the aggregate notional amounts of these agreements were approximately $131.6 million, $27.3 million and $8.9 million. As of December 31, 1999, the aggregate notional amounts of these agreements were approximately $133.4 million, $27.7 million and $9.1 million. The fixed interest rates received by the Company in exchange for paying interest based on the PSA Municipal Index for these agreements were 4.74%, 4.458% and 4.83%. The termination dates are October 1, 2003, January 1, 2004 and April 1, 2004. Collectively, these agreements effectively cost the Company 0.07% per annum on the current outstanding aggregate notional amount. In May 1998, the Company entered into an interest rate protection agreement to effectively fix the interest rate upon its refinancing of the Evans Withycombe Financing Limited Partnership indebtedness to within a range of 5.6% to 6.0%. The agreement was for a notional amount of $131 million with a settlement date of August 2001. In August 1998, the Company entered into an interest rate swap agreement that fixed the Company's interest rate risk on a portion of the Operating Partnership's variable rate tax-exempt bond indebtedness at a rate of 3.65125%. This agreement was for a notional amount of $150 million with a termination date of August 2003. In August 1998, the Company entered into an interest rate swap agreement that fixed the Company's interest rate risk on a portion of the Operating Partnership's variable rate tax-exempt bond indebtedness at a rate of 3.683%. This agreement was for a notional amount of $150 million with a termination date of August 2005. In November 1998, the Company entered into an interest rate swap agreement that fixed the Company's interest rate risk on a portion of the Operating Partnership's variable rate tax-exempt bond indebtedness at a rate of 5.81%. This agreement was for a notional amount of $100 million with a termination date of August 2003. F-26 12. NOTES The following tables summarize the Company's unsecured note balances and certain interest rate and maturity date information as of and for the years ended December 31, 2000 and 1999, respectively:
Weighted DECEMBER 31, 2000 Net Principal Interest Rate Average Maturity (AMOUNTS ARE IN THOUSANDS) Balance Ranges Interest Rate Date Ranges ---------------------------------------------------------------------------------------------------------------------- Fixed Rate Public Notes $1,892,481 6.550% - 9.375% 6.93% 2001 - 2026 Floating Rate Public Note 99,818 (1) 7.26% 2003 Fixed Rate Tax-Exempt Bonds 127,780 4.750% - 5.20% 5.08% 2024 - 2029 ------------- Totals $2,120,079 =============
Weighted DECEMBER 31, 1999 Net Principal Interest Rate Average Maturity (AMOUNTS ARE IN THOUSANDS) Balance Ranges Interest Rate Date Ranges ---------------------------------------------------------------------------------------------------------------------- Fixed Rate Public Notes $2,062,759 6.150% - 9.375% 6.98% 2000 - 2026 Floating Rate Public Note 99,746 (1) 5.81% 2003 Fixed Rate Tax-Exempt Bonds 127,780 4.750% - 5.200% 4.99% 2024 - 2029 ------------- Totals $2,290,285 =============
(1) The interest rate on this note was LIBOR (reset quarterly) plus a spread equal to 0.65% and 0.75% at December 31, 2000 and December 31, 1999, respectively (reset annually in August). As of December 31, 2000, the Company had outstanding unsecured notes of approximately $2.1 billion net of a $3.7 million discount and including a $5.0 million premium. As of December 31, 1999, the Company had outstanding unsecured notes of approximately $2.3 billion net of a $4.6 million discount and including a $7.1 million premium. During the year ended December 31, 2000, the Company and/or the Operating Partnership: - filed a Form S-3 Registration Statement on August 25, 2000 to register $1 billion of debt securities. The SEC declared this registration statement effective on September 8, 2000. In addition, the Operating Partnership carried over $430 million related to the registration statement effective on February 27, 1998. As of December 31, 2000, $1.43 billion remained available for issuance under this registration statement; - assumed $39.5 million in unsecured notes; - paid off at maturity fixed rate 7.25% public notes of $55.0 million; - paid off at maturity fixed rate 6.15% public notes of $145.0 million; and - paid off $8.0 million in fixed rate public notes. F-27 During the year ended December 31, 1999, the Company and/or the Operating Partnership: - issued $300.0 million of redeemable unsecured fixed rate public notes; - paid off at maturity fixed rate 8.5% public notes of $125.0 million; - paid off at maturity floating rate public notes of $25.0 million; and - refinanced $92.2 million of bond indebtedness collateralized by six existing properties. Aggregate payments of principal on unsecured notes payable for each of the next five years and thereafter are as follows (amounts in thousands):
------------------------------------------ YEAR TOTAL ------------------------------------------ 2001 $ 154,286 2002 270,277 2003 194,286 2004 419,286 2005* 494,286 Thereafter 586,425 Net Unamortized Premiums 4,979 Net Unamortized Discounts (3,746) ------------------------------------------ Total $2,120,079 ==========================================
*INCLUDES $300 MILLION WITH A FINAL MATURITY OF 2015 THAT IS PUTABLE/CALLABLE IN 2005. As of December 31, 2000 and 1999, the remaining unamortized balance of deferred settlement receipts from treasury locks and interest rate protection agreements was $8.8 million and $9.5 million, respectively. As of December 31, 2000 and 1999, the remaining unamortized balance of deferred settlement payments on treasury locks and interest rate protection agreements was $2.1 million and $3.7 million, respectively. In regard to the interest rate protection agreements mentioned, the Company believes that it has limited exposure to the extent of non-performance by the counterparties of each agreement since each counterparty is a major U.S. financial institution, and the Company does not anticipate their non-performance. 13. LINES OF CREDIT The Company has a revolving credit facility with Bank of America Securities LLC and Chase Securities Inc. acting as joint lead arrangers to provide the Operating Partnership with potential borrowings of up to $700.0 million. This line of credit matures in August 2002. Advances under the credit facility bear interest at variable rates based upon LIBOR at various interest periods, plus a spread dependent upon the Company's credit rating. As of February 15, 2001, $200 million was outstanding under this facility at a weighted average interest rate of 6.34%. As of December 31, 2000 and 1999, $355 million and $300 million, respectively, was outstanding and $53.5 million and $65.8 million, respectively, was restricted on the lines of credit. During the years ended December 31, 2000 and 1999, the weighted average interest rate was 7.06% and 6.42%, respectively. F-28 In connection with the Globe acquisition, the Company assumed a revolving credit facility with Fifth Third Bank with potential borrowings of up to $55.0 million. This line of credit matures in May, 2003. As of February 15, 2001, no amounts were outstanding under this facility. Advances under the credit facility bear interest at variable rates based upon LIBOR at various interest periods, plus a certain spread dependent upon Globe's credit rating. In connection with the Grove acquisition, the Company assumed a line of credit that had an outstanding balance of approximately $38.0 million. On October 31, 2000, the Company repaid this outstanding balance and terminated this facility. In connection with the LFT Merger, the Company assumed a line of credit that had an outstanding balance of approximately $26.4 million. On October 1, 1999, the Company repaid the outstanding balance and terminated this facility. F-29 14. CALCULATION OF NET INCOME PER WEIGHTED AVERAGE COMMON SHARE The following tables set forth the computation of net income per share - basic and net income per share - diluted.
YEAR ENDED DECEMBER 31, ----------------------------------------------- 2000 1999 1998 ----------------------------------------------- (AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) NUMERATOR: Income before allocation to Minority Interests, income from investments in unconsolidated entities, net gain on sales of real estate, extraordinary items and preferred distributions $ 380,613 $ 319,842 $251,927 Allocation to Minority Interests: Operating Partnership (41,761) (29,536) (18,529) Partially Owned Properties 132 - - Income from investments in unconsolidated entities 17,633 10,491 3,105 Preferred distributions (111,941) (113,196) (92,917) --------- --------- -------- Income before net gain on sales of real estate and extraordinary items 244,676 187,601 143,586 Net gain on sales of real estate 198,426 93,535 21,703 Extraordinary items (5,592) (451) - --------- --------- -------- Numerator for net income per share - basic 437,510 280,685 165,289 Effect of dilutive securities: Allocation to Minority Interests - Operating Partnership 41,761 29,536 18,529 Distributions on convertible preferred shares/units 7,385 - - --------- --------- -------- Numerator for net income per share - diluted $ 486,656 $ 310,221 $183,818 ========= ========= ======== DENOMINATOR: Denominator for net income per share - basic 129,507 122,175 100,370 Effect of dilutive securities: Stock options/restricted shares 1,291 654 865 OP Units 12,453 12,826 11,343 Convertible preferred shares/units 2,382 - - --------- --------- -------- Denominator for net income per share - diluted 145,633 135,655 112,578 ========= ========= ======== Net income per share - basic $ 3.38 $ 2.30 $ 1.65 ========= ========= ======== Net income per share - diluted $ 3.34 $ 2.29 $ 1.63 ========= ========= ========
F-30
YEAR ENDED DECEMBER 31, ----------------------------------------------- 2000 1999 1998 ----------------------------------------------- (AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) NET INCOME PER SHARE - BASIC: Income before net gain on sales of real estate and extraordinary items per share - basic $ 2.02 $1.61 $1.45 Net gain on sales of real estate 1.40 0.69 0.20 Extraordinary items (0.04) - - ------ ----- ----- Net income per share - basic $ 3.38 $2.30 $1.65 ====== ===== ===== NET INCOME PER SHARE - DILUTED: Income before net gain on sales of real estate and extraordinary items per share - diluted $ 2.02 $1.60 $1.44 Net gain on sales of real estate 1.36 0.69 0.19 Extraordinary items (0.04) - - ------ ----- ----- Net income per share - diluted $ 3.34 $2.29 $1.63 ====== ===== =====
FOR ADDITIONAL DISCLOSURES REGARDING THE EMPLOYEE SHARE OPTIONS, SEE NOTE 16. CONVERTIBLE PREFERRED SHARES AND JUNIOR CONVERTIBLE PREFERENCE UNITS THAT COULD BE CONVERTED INTO 6,569,358, 12,023,051 AND 8,739,688 WEIGHTED COMMON SHARES FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998, RESPECTIVELY, WERE OUTSTANDING BUT WERE NOT INCLUDED IN THE COMPUTATION OF DILUTED EARNINGS PER SHARE BECAUSE THE EFFECTS WOULD BE ANTI-DILUTIVE. 15. SUMMARIZED PRO FORMA CONDENSED STATEMENT OF OPERATIONS The following Summarized Pro Forma Condensed Statement of Operations has been prepared as if the acquisitions of Globe and Grove had occurred on January 1, 2000. In management's opinion, the Summarized Pro Forma Condensed Statement of Operations does not purport to present what actual results would have been had the above transactions occurred on January 1, 2000, or to project results for any future period. The amounts presented in the following statement are in thousands except for per share amounts: F-31
SUMMARIZED PRO FORMA CONDENSED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000 -------------------------------------------------------------------------------- Total revenues $2,164,421 ---------- Total expenses 1,776,725 ---------- Net income 555,200 Preferred distributions (111,941) ---------- Net income available for Common Shares $443,259 ========== Net income per Common Share - basic $3.42 ==========
16. SHARE OPTION AND SHARE AWARD PLAN Pursuant to the Company's Fifth Amended and Restated 1993 Share Option and Share Award Plan (the "Fifth Amended Option and Award Plan"), officers, directors, key employees and consultants of the Company may be offered the opportunity to acquire Common Shares through the grant of share options ("Options") including non-qualified share options ("NQSOs"), incentive share options ("ISOs") and share appreciation rights ("SARs") or may be granted restricted or non-restricted shares. Additionally, under the Fifth Amended Option and Award Plan, officers and key employees of the Company may be awarded Common Shares, subject to conditions and restrictions as described in the Fifth Amended Option and Award Plan. Finally, certain executive officers of the Company are subject to the Company's performance based restricted share grant agreement. Options and SARs are sometimes referred to herein as "Awards". The Company has reserved 12,500,000 Common Shares for issuance under the Fifth Amended Option and Award Plan. The Options generally are granted at the fair market value of the Company's Common Shares at the date of grant, vest over a three year period, are exercisable upon vesting and expire ten years from the date of grant. The exercise price for all Options under the Fifth Amended Option and Award Plan shall not be less than the fair market value of the underlying Common Shares at the time the Option is granted. The Fifth Amended Option and Award Plan will terminate at such time as no further Common Shares are available for issuance upon the exercise of Options and all outstanding Options have expired or been exercised. The Board of Trustees may at any time amend or terminate the Fifth Amended Option and Award Plan, but termination will not affect Awards previously granted. Any Options, which had vested prior to such a termination, would remain exercisable by the holder thereof. As to the Options that have been granted through December 31, 2000, generally, one-third are exercisable one year after the initial grant, one-third are exercisable two years following the date such Options were granted and the remaining one-third are exercisable three years following the date such Options were granted. As to the restricted shares that have been awarded through December 31, 2000, these shares generally vest three years from the award date. During the three year period of restriction, the employee receives quarterly dividend payments on their shares. If employment is terminated prior to the lapsing of the restriction, the shares are canceled. During the years ended December 31, 2000 and 1999, the Company issued 260,481 and 324,749 restricted shares. The estimated remaining unearned compensation related to these restricted shares, which includes performance based awards for certain executive officers, as of December 31, 2000 was $14.9 million. F-32 The Company has elected to apply the provisions of Accounting Principles Board Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES ("APB No. 25"), in the computation of compensation expense. Under APB No. 25's intrinsic value method, compensation expense is determined by computing the excess of the market price of the shares over the exercise price on the measurement date. For the Company's share options, the intrinsic value on the measurement date (or grant date) is zero, and no compensation expense is recognized. For the Company's restricted shares, the Company determines the intrinsic value on the measurement date and accordingly recognizes a compensation expense for such shares. FASB Statement of Financial Accounting Standards No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION ("Statement No. 123"), requires the Company to disclose pro forma net income and income per share as if a fair value based accounting method had been used in the computation of compensation expense. The fair value of the options computed under Statement No. 123 would be recognized over the vesting period of the options. The fair value for the Company's options was estimated at the time the options were granted using the Black Scholes option pricing model with the following weighted-average assumptions for 1998, 1999 and 2000, respectively: risk-free interest rates of 5.37%, 5.84% and 6.22%; dividend yields of 5.98%, 6.89% and 6.83%; volatility factors of the expected market price of the Company's Common Shares of 0.212, 0.209 and 0.207; and a weighted-average expected life of the options of seven years. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's Options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its Options. For purposes of pro forma disclosures, the estimated fair value of the Options is amortized to expense over the Options' vesting period. The following is the pro forma information for the three years ended December 31, 2000, 1999 and 1998:
-------------------------------------------------------------------------------------------------------- 2000 1999 1998 -------------------------------------------------------------------------------------------------------- Pro forma net income available to Common Shares $430,432 $271,085 $155,429 Pro forma net income per weighted Average Common Share Outstanding - basic $ 3.32 $ 2.22 $1.55 --------------------------------------------------------------------------------------------------------
The table below summarizes the Option activity of the Fifth Amended Option and Award Plan and options assumed in connection with Mergers (the "Merger Options") for the three years ended December 31, 2000, 1999 and 1998: F-33
COMMON WEIGHTED AVERAGE EXERCISE SHARES SUBJECT TO OPTIONS PRICE OR AWARDS PER COMMON SHARE -------------------------------------------------------------------------------------------------- Balance at December 31, 1997 4,089,656 $36.21 Options granted 1,965,950 $50.31 Merger Options (assumed) 925,830 $38.53 Options exercised (194,021) $29.20 Merger Options exercised (237,153) $37.22 Options cancelled (327,319) $47.22 -------------------------------------------------------------------------------------------------- Balance at December 31, 1998 6,222,943 $40.61 Options granted 1,490,353 $40.68 Merger Options (assumed) 82,466 $31.43 Options exercised (575,865) $28.87 Merger Options exercised (437,327) $38.21 Options canceled (384,568) $45.87 Merger Options canceled (143,369) $41.42 -------------------------------------------------------------------------------------------------- Balance at December 31, 1999 6,254,633 $41.41 Options granted 1,075,491 $42.41 Options exercised (582,087) $34.96 Merger Options exercised (102,781) $35.35 Options canceled (258,263) $42.77 Merger Options canceled (10,800) $40.43 ================================================================================================== Balance at December 31, 2000 6,376,193 $42.21 --------------------------------------------------------------------------------------------------
As of December 31, 2000, 1999 and 1998, 3,959,152 shares, 3,165,554 shares and 2,841,561 shares were exercisable, respectively. Exercise prices for Options outstanding as of December 31, 2000 ranged from $26 to $54.8125 for the Fifth Amended Option and Award Plan and $2.83 to $48.60 for the Merger Options. 17. EMPLOYEE PLANS The Company has established an Employee Share Purchase Plan whereby trustees and employees of the Company may annually acquire up to $100,000 of Common Shares of the Company. The aggregate number of Common Shares available under the Employee Share Purchase Plan shall not exceed 1,000,000, subject to adjustment by the Board of Trustees. The Common Shares may be purchased quarterly at a price equal to 85% of the lesser of: (a) the closing price for a share on the last day of such quarter; and (b) the greater of: (i) the closing price for a share on the first day of such quarter, and (ii) the average closing price for a share for all the business days in the quarter. During 1998, the Company issued 93,521 Common Shares at net prices that ranged from $35.70 per share to $42.71 per share and raised approximately $3.7 million in connection therewith. During 1999, the Company issued 147,885 Common Shares at net prices that ranged from $34.37 per share to $36.71 per share and raised approximately $5.2 million in connection therewith. During 2000, the Company issued 149,790 Common Shares at net prices that ranged from $34.11 per share to $41.01 per share and raised approximately $5.4 million in connection therewith. The Company has established a defined contribution plan (the "401(k) Plan") that provides retirement benefits for employees that meet minimum employment criteria. The Company contributes 100% of the first 4% of eligible compensation that a participant contributes to the 401(k) Plan. Participants are vested in the Company's contributions over five years. The Company made contributions in the amount F-34 of $1.4 million and $2.3 million for the years ended December 31, 1998 and 1999, respectively, and expects to make contributions in the amount of approximately $3.2 million for the year ended December 31, 2000. 18. DISTRIBUTION REINVESTMENT AND SHARE PURCHASE PLAN On November 3, 1997, the Company filed with the SEC a Form S-3 Registration Statement to register 7,000,000 Common Shares pursuant to a Distribution Reinvestment and Share Purchase Plan (the "DRIP Plan"). The registration statement was declared effective on November 25, 1997. The DRIP Plan of the Company provides holders of record and beneficial owners of Common Shares, Preferred Shares, and limited partnership interests in the Operating Partnership with a simple and convenient method of investing cash distributions in additional Common Shares (which is referred to herein as the "Dividend Reinvestment - DRIP Plan"). Common Shares may also be purchased on a monthly basis with optional cash payments made by participants in the DRIP Plan and interested new investors, not currently shareholders of the Company, at the market price of the Common Shares less a discount ranging between 0% and 5%, as determined in accordance with the DRIP Plan (which is referred to herein as the "Share Purchase - DRIP Plan"). 19. TRANSACTIONS WITH RELATED PARTIES Certain officers of the Company purchased Common Shares which were financed with loans made by the Company at various rates ranging from 6.15% to 7.93% per annum and at one month LIBOR plus 2.0% per annum. Scheduled maturities are at various dates through 2005. The amounts outstanding at December 31, 2000 and 1999 are $4.3 million and $4.7 million, respectively. The Company also entered into deferred compensation and share distribution agreements with certain officers of the Company that resulted in the Company recognizing compensation expense of $0.9 million, $1.1 million and $0.8 million for the years ended December 31, 2000, 1999 and 1998, respectively. In connection with certain Mergers, the Company agreed to make consulting payments to certain individuals who had been employees of the companies acquired and who became trustees of the Company subsequent to the applicable merger dates. During the years ended December 31, 2000, 1999 and 1998, the Company made payments pursuant to these agreements of $400,000, $625,000 and $625,000, respectively. The remaining future payments to be made under these agreements as of December 31, 2000 are approximately $567,000. The Company occupies space at various office buildings that are owned and/or managed by Equity Office Holdings, L.L.C. ("EOH"), a company of which EQR's chairman of the board is also chairman of the board. Amounts incurred for such office space for the years ended December 31, 2000, 1999 and 1998 were $1,781,069, $1,466,569 and $1,067,970, respectively. Artery Property Management, Inc., a real estate property management company ("APMI") in which a trustee of the Company is a two-thirds owner and chairman of the board of directors, provided the Company consulting services with regard to property acquisitions and additional business opportunities. In connection with the acquisition of certain Properties from this trustee and his affiliates during 1995, the Company made a loan to this trustee and APMI of $15,212,000 evidenced by two notes and secured by 465,545 OP Units. At December 31, 2000, no amounts were outstanding under these notes and all OP Units were released from their pledges. F-35 During 1999, the Company acquired eight Properties and the related management agreements from affiliates of the aforementioned trustee for an aggregate purchase price of approximately $110.2 million, including the assumption of approximately $44.3 million of mortgage indebtedness. The purchase price also included the issuance of 28,795 Series A Junior Convertible Preference Units in the Operating Partnership which have a liquidation value of $100 per unit and are exchangeable for OP Units under certain circumstances. On June 29, 1999, this trustee received 8,462 of these units with a liquidation value of approximately $0.8 million. The Company paid legal fees to a law firm of which one of the Company's trustees is a partner, in the amounts of $3.6 million, $1.6 million and $2.2 million for the years ended December 31, 2000, 1999 and 1998, respectively. In addition, the Company has provided acquisitions, asset and property management services to certain related entities for properties not owned by the Company. Fees received for providing such services were approximately $1.7 million, $2.4 million and $3.5 million for the years ended December 31, 2000, 1999 and 1998, respectively. 20. COMMITMENTS AND CONTINGENCIES The Company, as an owner of real estate, is subject to various environmental laws of Federal and local governments. Compliance by the Company with existing laws has not had a material adverse effect on the Company's financial condition and results of operations. However, the Company cannot predict the impact of new or changed laws or regulations on its current Properties or on properties that it may acquire in the future. The Company does not believe there is any litigation threatened against the Company other than routine litigation arising out of the ordinary course of business, some of which is expected to be covered by liability insurance, none of which is expected to have a material adverse effect on the consolidated financial statements of the Company. In regards to the funding of Properties in the development and/or earnout stage and the joint venture agreements with two multifamily residential real estate developers, the Company funded a total of $160.9 million during the year ended December 31, 2000. The Company expects to fund approximately $83.2 million in connection with these Properties beyond 2000. In connection with one joint venture agreement, the Company has an obligation to fund up to an additional $17.5 million to guarantee third party construction financing. At any time following the completion of construction of any development property, the Company's joint venture partners have the right to cause the Company to acquire said partner's interest in the completed project on certain terms and conditions contained in their partnership agreement at a mutually agreeable price. In connection with the Wellsford Merger, the Company provided a credit enhancement with respect to certain tax-exempt bonds issued to finance certain public improvements at a multifamily development project. As of December 31, 2000, this enhancement was still in effect at a commitment amount of $12.7 million. During the years ended December 31, 2000, 1999 and 1998, total lease payments incurred, including a portion of real estate taxes, insurance, repairs and utilities, aggregated $4,074,672, $3,271,513 and $2,528,150 respectively. F-36 The minimum basic aggregate rental commitment under the Company's leases in years following December 31, 2000 is as follows:
------------------------ Year Amount ------------------------ 2001 $7,131,389 2002 5,479,821 2003 4,404,088 2004 2,632,227 2005 1,158,311 Thereafter 0 ------------------------ Total $20,805,836 ========================
F-37 21. REPORTABLE SEGMENTS The following tables set forth the reconciliation of net income and total assets for the Company's reportable segments for the years ended December 31, 2000, 1999 and 1998.
RENTAL REAL CORPORATE/ 2000 (AMOUNTS IN THOUSANDS) ESTATE(1) OTHER(2) CONSOLIDATED --------------------------- ----------- ---------- ------------ Rental income $ 1,959,785 $ - $ 1,959,785 Fee and asset management income - 6,520 6,520 Furniture income 27,577 27,577 Property and maintenance expense (503,239) - (503,239) Real estate tax and insurance expense (182,479) - (182,479) Property management expense (76,416) - (76,416) Fee and asset management expense - (5,157) (5,157) Furniture operating expenses - (16,288) (16,288) ----------- ---------- ----------- Net operating income 1,197,651 12,652 1,210,303 Interest income - investment in mortgage notes - 11,192 11,192 Interest and other income - 25,266 25,266 Depreciation expense on non-real estate assets - (12,093) (12,093) Interest expense: Expense incurred - (382,946) (382,946) Amortization of deferred financing costs - (5,473) (5,473) General and administrative expense - (26,385) (26,385) Amortization of goodwill - (1,760) (1,760) Allocation to Minority Interests - Partially Owned Properties - 132 132 Income from investments in unconsolidated entities - 17,633 17,633 Preferred distributions - (111,941) (111,941) Adjustment for loss on investment in technology segment - 1,000 1,000 Adjustment for depreciation expense related to Unconsolidated and Partially Owned Properties - 1,244 1,244 ----------- ---------- ----------- Funds from operations available to Common Shares and OP Units (unaudited) 1,197,651 (471,479) 726,172 Depreciation expense on real estate assets (437,491) - (437,491) Net gain on sales of real estate 198,426 - 198,426 Extraordinary items (5,592) (5,592) Allocation to Minority Interests - Operating Partnership - (41,761) (41,761) Adjustment for loss on investment in technology segment - (1,000) (1,000) Adjustment for depreciation expense related to Unconsolidated and Partially Owned Properties - (1,244) (1,244) ----------- ---------- ----------- Net income available to Common Shares $ 952,994 $ (515,484) $ 437,510 =========== ========== =========== Investment in real estate, net of accumulated depreciation $11,223,226 $ 15,998 $11,239,224 =========== ========== =========== Total assets $11,274,863 $ 989,103 $12,263,966 =========== ========== ===========
F-38
RENTAL REAL CORPORATE/ 1999 (AMOUNTS IN THOUSANDS) ESTATE(1) OTHER(2) CONSOLIDATED --------------------------- ----------- ---------- ------------ Rental income $ 1,711,738 $ - $ 1,711,738 Fee and asset management income - 5,088 5,088 Property and maintenance expense (414,026) - (414,026) Real estate tax and insurance expense (171,289) - (171,289) Property management expense (61,626) - (61,626) Fee and asset management expense - (3,587) (3,587) ----------- ---------- ------------ Net operating income 1,064,797 1,501 1,066,298 Interest income - investment in mortgage notes - 12,559 12,559 Interest and other income - 13,242 13,242 Depreciation expense on non-real estate assets - (7,231) (7,231) Interest expense: Expense incurred - (337,189) (337,189) Amortization of deferred financing costs - (4,084) (4,084) General and administrative expense - (22,296) (22,296) Income from investments in unconsolidated entities - 10,491 10,491 Preferred distributions - (113,196) (113,196) Adjustment for depreciation expense related to Unconsolidated Properties - 1,009 1,009 ----------- ---------- ------------ Funds from operations available to Common Shares and OP Units (unaudited) 1,064,797 (445,194) 619,603 Depreciation expense on real estate assets (401,457) - (401,457) Net gain on sales of real estate 93,535 - 93,535 Extraordinary items - (451) (451) Allocation to Minority Interests - Operating Partnership - (29,536) (29,536) Adjustment for depreciation expense related to Unconsolidated Properties - (1,009) (1,009) ----------- ---------- ------------ Net income available to Common Shares $ 756,875 $ (476,190) $ 280,685 =========== ========== =========== Investment in real estate, net of accumulated depreciation $11,151,167 $ 17,309 $ 11,168,476 =========== ========== =========== Total assets $11,164,035 $ 551,654 $ 11,715,689 =========== ========== ===========
F-39
RENTAL REAL CORPORATE/ 1998 (AMOUNTS IN THOUSANDS) ESTATE(1) OTHER(2) CONSOLIDATED --------------------------- ----------- ---------- ------------ Rental income $ 1,293,560 $ - $ 1,293,560 Fee and asset management income - 5,622 5,622 Property and maintenance expense (326,733) - (326,733) Real estate tax and insurance expense (126,009) - (126,009) Property management expense (53,101) - (53,101) Fee and asset management expense - (4,279) (4,279) ----------- ---------- ------------ Net operating income 787,717 1,343 789,060 Interest income - investment in mortgage notes - 18,564 18,564 Interest and other income - 16,145 16,145 Depreciation expense on non-real estate assets - (5,361) (5,361) Interest expense: Expense incurred - (246,585) (246,585) Amortization of deferred financing costs - (2,757) (2,757) General and administrative expense - (20,631) (20,631) Income from investments in unconsolidated entities - 3,105 3,105 Preferred distributions - (92,917) (92,917) Adjustment for depreciation expense related to Unconsolidated Properties - 183 183 ----------- ---------- ------------ Funds from operations available to Common Shares and OP Units (unaudited) 787,717 (328,911) 458,806 Depreciation expense on real estate assets (296,508) - (296,508) Net gain on sales of real estate 21,703 - 21,703 Income allocated to Minority Interests - (18,529) (18,529) Adjustment for depreciation expense related to Unconsolidated Properties - (183) (183) ----------- ---------- ------------ Net income available to Common Shares $ 512,912 $ (347,623) $ 165,289 =========== ========== ===========
(1) The Company's primary business is owning, managing, and operating multifamily residential properties which includes the generation of rental and other related income through the leasing of apartment units to tenants. (2) The Company has a segment for corporate level activity including such items as fee and asset management activity, furniture rental/sales activity, interest income earned on short-term investments and investment in mortgage notes, investment in technology entities, income earned from investments in unconsolidated entities, general and administrative expenses, and interest expense on mortgage notes payable, unsecured note issuances and lines of credit. The Company's fee and asset management and furniture rental/sales activities are immaterial and do not meet the threshold requirements of a reportable segment as provided for in Statement No. 131. Interest expense on debt is not allocated to individual Properties, even if the Properties secure such debt. Further, income allocated to Minority Interests is not allocated to the Properties. F-40 22. SUBSEQUENT EVENTS The Company: - acquired Suerte Apartments, a 272-unit property located in San Diego, California for approximately $37.5 million (assumed mortgage debt of approximately $18.5 million.), Westside Villas VI, an 18-unit property located in Los Angeles, California for $4.6 million and Riverview Apartments, a 92-unit property located in Norwalk, Connecticut for $9.6 million (assumed mortgage debt of $6.3 million). - disposed of Meadowood II Apartments in Indianapolis, Indiana for $1.3 million, Concorde Bridge Apartments in Overland Park, Kansas for $15.6 million and Springs of Country Woods in Salt Lake City, Utah for $31.0 million. - funded $12.4 million to pay off at maturity the mortgage debt on two properties. - funded $11.6 million related to the development, earnout and joint venture agreements. - entered into two $100 million forward starting swaps commencing on March 1, 2001 and expiring on March 1, 2011. The Company will pay an interest rate of 5.958% on the first $100 million and 5.965% on the second $100 million and will receive an interest rate of 90-day LIBOR under both swaps. 23. QUARTERLY FINANCIAL DATA (UNAUDITED) The following unaudited quarterly data has been prepared on the basis of a December 31 year-end. The 1999 and 2000 net income per weighted average Common Share amounts have been presented. Amounts are in thousands, except for per share amounts. F-41
FIRST SECOND THIRD FOURTH QUARTER QUARTER QUARTER QUARTER 1999 3/31 6/30 9/30 12/31 ---- -------- -------- -------- -------- Total revenues ** $416,137 $422,222 $435,188 $479,571 ======== ======== ======== ======== Net income $ 93,554 $ 96,662 $ 95,891 $107,774 ======== ======== ======== ======== Net income available to Common Shares $ 64,177 $ 68,928 $ 67,884 $ 79,696 ======== ======== ======== ======== Net income per share - basic $ 0.54 $ 0.57 $ 0.56 $ 0.63 ======== ======== ======== ======== Net income per share - diluted $ 0.54 $ 0.57 $ 0.55 $ 0.63 ======== ======== ======== ======== Weighted average Common Shares Outstanding - basic 118,956 120,558 122,312 126,788 ======== ======== ======== ========
FIRST SECOND THIRD FOURTH QUARTER QUARTER QUARTER QUARTER 2000 3/31 6/30 9/30 12/31 ---- -------- -------- -------- -------- Total revenues ** $485,410 $493,113 $537,254 $532,196 ======== ======== ======== ======== Net income * $101,139 $152,659 $169,316 $126,337 ======== ======== ======== ======== Net income available to Common Shares * $ 72,751 $125,393 $141,373 $ 97,993 ======== ======== ======== ======== Net income per share - basic * $ 0.57 $ 0.97 $ 1.08 $ 0.75 ======== ======== ======== ======== Net income per share - diluted * $ 0.57 $ 0.96 $ 1.06 $ 0.74 ======== ======== ======== ======== Weighted average Common Shares Outstanding - basic 127,798 129,072 131,412 131,322 ======== ======== ======== ========
* For the quarter ended September 30, 2000, Net income, Net income available to Common Shares, Net income per share - basic, and Net income per share - diluted have been adjusted to reflect the correction of the amounts previously reported on the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2000 related to the gain on disposition of properties, net. The amounts for Net income, Net income available to Common Shares, Net income per share - basic, and Net income per share - diluted for the quarter ended September 30, 2000 have been reduced by $36,659, $36,659, $0.27, and $0.27, respectively. ** Includes income from investments in unconsolidated entities. F-42 EQUITY RESIDENTIAL PROPERTIES TRUST SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2000
Initial Cost to Description Company --------------------------------------------------------------------------------------------------------------------------------- Building & Apartment Name Location Encumbrances Land Fixtures --------------------------------------------------------------------------------------------------------------------------------- 2300 Elliott Seattle, WA $ - $ 796,800.00 $ 7,173,725.29 2900 on First Combined Seattle, WA - 1,177,700.00 10,600,359.93 740 River Drive St. Paul, MN 6,485,172.69 1,626,700.00 11,232,942.51 7979 Westheimer Houston, TX - 1,390,100.00 12,497,975.26 929 House Cambridge, MA 5,087,756.57 3,252,993.36 21,770,032.49 Abington Grove Abington, MA - 553,105.38 3,701,551.37 Acacia Creek Scottsdale, AZ 19,868,095.54 6,121,856.00 35,380,171.95 Acadia Court Bloomington, IN 2,064,063.94 257,483.69 2,268,652.90 Acadia Court II Bloomington, IN 1,775,501.73 253,635.67 2,234,631.66 Adams Farm Greensboro, NC - 2,350,000.00 30,073,196.71 Alborada Freemont, CA - 24,310,000.00 59,214,128.76 Alderwood Park Lynnwood, WA - 3,767,400.00 8,110,529.50 Altamonte San Antonio, TX (Q) 1,665,070.00 14,986,473.86 Ambergate (FL) W. Palm Beach, FL - 730,000.00 1,687,743.10 Amberidge Detroit, MI 896,929.72 130,844.19 1,152,879.92 Amberton Manassas, VA 10,597,067.00 900,600.00 8,474,461.29 Amberwood (OH) Canton, OH 879,290.68 126,226.92 1,112,288.75 Amberwood I (FL) Jacksonville, FL 391,023.44 101,744.04 896,376.92 Amesbury I Columbus, OH 1,216,824.69 143,039.49 1,260,232.82 Amesbury II Columbus, OH 1,252,995.83 180,588.07 1,591,228.65 Amhurst (Tol) Toledo, OH - 161,853.71 1,426,107.57 Amhurst I (OH) Dayton, OH - 152,573.92 1,344,352.53 Amhurst II (OH) Dayton, OH - 159,416.42 1,404,632.41 Andover Court Columbus, OH - 123,874.81 1,091,272.11 Annhurst (IN) Indianpolis, IN 1,258,577.00 189,235.25 1,667,468.73 Annhurst (MD) (REIT) Belcamp, MD 1,327,138.95 232,575.00 2,093,165.14 Annhurst (PA) Pittsburgh, PA 1,915,482.55 307,952.45 2,713,396.72 Annhurst II (OH) Columbus, OH - 116,738.63 1,028,594.58 Annhurst III (OH) Columbus, OH - 134,788.03 1,187,629.47 Apple Ridge I Columbus, OH 1,026,845.12 139,299.72 1,227,582.35 Apple Ridge III Columbus, OH 568,412.26 72,585.34 639,355.94 Apple Run (MI) Jackson, MI - 87,459.26 770,361.39 Apple Run II (Col) Columbus, OH - 93,810.22 826,669.29 Applegate (Chi) Columbus, OH 523,187.47 7,737.74 68,227.92 Applegate (Col) Bloomington, IN - 171,829.10 1,514,001.64 Applegate (Lor) Youngstown, OH - 66,488.13 585,832.90 Applegate I (IN) Muncie, IN 914,571.14 138,505.63 1,220,385.53 Applegate II (IN) Muncie, IN 1,224,315.66 180,016.68 1,586,143.14 Applerun (War) Youngstown, OH - 113,303.19 999,076.55 Applewood I Daytona Beach, FL 2,163,466.43 235,230.48 2,072,993.86 Aragon Woods Indianpolis, IN 1,086,614.56 157,790.97 1,390,010.45 Arbor Commons Ellington, CT - 151,352.24 1,012,895.73 Arbor Glen Pittsfield Twp, MI - 1,096,064.41 9,887,635.23 Arbor Terrace Sunnyvale, CA 12,264,754.55 9,057,300.00 18,483,641.96 Arboretum (AZ) Tucson, AZ (N) 3,453,446.00 19,020,018.80 Arboretum (GA) Atlanta, GA - 4,682,300.00 15,913,018.18 Arboretum (MA) Canton, MA (Q) 4,685,900.00 10,992,750.95 Arbors at Century Center Memphis, TN - 2,521,700.00 15,236,996.38 Arbors of Brentwood Nashville, TN (D) 404,670.00 13,536,366.74 Arbors of Hickory Hollow Nashville, TN (D) 202,985.00 6,937,208.87 Arbors of Las Colinas Irving, TX - 1,663,900.00 15,385,079.82 Ashford Hill Columbus, OH 1,392,777.43 184,985.30 1,630,021.10 Ashgrove (IN) Indianpolis, IN - 172,923.97 1,523,548.66 Ashgrove (KY) Louisville, KY 1,031,836.26 171,815.79 1,514,034.38 Ashgrove (Mar) Battle Creek, MI 829,270.16 119,822.73 1,055,968.80 Ashgrove (OH) Cincinnati, OH 1,246,460.31 157,534.56 1,387,687.13 Ashgrove I (MI) Detroit, MI 3,239,352.39 403,579.77 3,555,987.60 Ashgrove II (MI) Detroit, MI 2,272,842.32 311,912.27 2,748,287.00 Ashton, The Corona Hills, CA - 2,594,264.00 33,042,397.56 Aspen Crossing Silver Spring, MD - 2,880,000.00 8,559,961.04 Astorwood (REIT) Stuart, FL 1,626,223.42 233,150.00 2,098,338.21 Audubon Village Tampa, FL - 3,576,000.00 26,121,908.57 Autumn Cove Atlanta, GA - 187,220.29 1,649,514.80 Autumn Creek Cordova, TN (E) 1,681,900.00 9,345,281.88 Auvers Village Orlando, FL - 3,840,000.00 29,322,242.96 Avon Place Avon,CT 6,342,236.00 1,788,943.42 11,972,159.83 Balcones Club Austin, TX - 2,185,500.00 10,119,231.65 Barrington Atlanta, GA 1,007,184.83 144,459.10 1,272,842.11 Bay Club Phoenix, AZ - 828,200.00 6,228,255.80 Bay Ridge San Pedro, CA - 2,401,300.00 2,176,963.16 Bayside Lakeland, FL - 73,462.83 647,287.62 Bayside at the Islands Gilbert, AZ (M) 3,306,484.00 15,573,006.00 Beach Club Fort Myers, FL - 2,080,000.00 14,800,928.05 Bear Canyon Tucson, AZ 7,979,809.37 1,660,608.00 11,228,523.59 Beckford Place (IN) Indianpolis, IN 707,856.89 99,045.91 872,702.38 Beckford Place (Pla) Parkersburg, OH - 161,160.76 1,420,001.96 Beckford Place (Wap) Lima, OH 615,659.04 76,491.03 673,969.33 Beckford Place I (OH) Canton, OH 1,141,618.73 168,425.60 1,484,248.06 Beckford Place II (OH) Canton, OH 1,208,456.70 172,134.32 1,516,690.93 Bel Aire I Miami, FL - 188,342.67 1,658,995.16 Bel Aire II Miami, FL - 136,416.15 1,201,075.48 Bell Road I & II Nashville, TN - 3,100,000.00 950,038.02 Bellevue Meadows Bellevue, WA - 4,507,100.00 12,574,814.34 Belmont Crossing Riverdale, GA - 1,580,000.00 18,449,044.76 Belmont Landing Riverdale, GA - 2,120,000.00 21,651,256.11 Beneva Place Sarasota, FL 8,700,000.00 1,344,000.00 9,665,446.61 Bermuda Cove Jacksonville, FL - 1,503,000.00 19,561,895.89
Cost Capitalized Subsequent to Gross Amount Carried Acquisition at Close of Description (Improvements, net) (H) Period 12/31/00 ----------------------------------------------------------------------------------------------------------------------------------- Building & Building & Apartment Name Location Land Fixtures Land Fixtures (A) ----------------------------------------------------------------------------------------------------------------------------------- 2300 Elliott Seattle, WA - $ 3,794,932.51 $ 796,800.00 $ 10,968,657.80 2900 on First Combined Seattle, WA - 2,163,311.14 1,177,700.00 12,763,671.07 740 River Drive St. Paul, MN - 1,418,543.08 1,626,700.00 12,651,485.59 7979 Westheimer Houston, TX - 2,047,152.63 1,390,100.00 14,545,127.89 929 House Cambridge, MA - 184,855.00 3,252,993.36 21,954,887.49 Abington Grove Abington, MA - 61,886.88 553,105.38 3,763,438.25 Acacia Creek Scottsdale, AZ - 1,037,267.74 6,121,856.00 36,417,439.69 Acadia Court Bloomington, IN - 120,650.98 257,483.69 2,389,303.88 Acadia Court II Bloomington, IN - 99,997.30 253,635.67 2,334,628.96 Adams Farm Greensboro, NC - 301,946.91 2,350,000.00 30,375,143.62 Alborada Freemont, CA - 27,937.82 24,310,000.00 59,242,066.58 Alderwood Park Lynnwood, WA - 440,672.26 3,767,400.00 8,551,201.76 Altamonte San Antonio, TX - 1,248,808.08 1,665,070.00 16,235,281.94 Ambergate (FL) W. Palm Beach, FL - 15,647.37 730,000.00 1,703,390.47 Amberidge Detroit, MI - 30,549.07 130,844.19 1,183,428.99 Amberton Manassas, VA - 1,225,380.29 900,600.00 9,699,841.58 Amberwood (OH) Canton, OH - 71,586.36 126,226.92 1,183,875.11 Amberwood I (FL) Jacksonville, FL - 14,022.59 101,744.04 910,399.51 Amesbury I Columbus, OH - 68,723.33 143,039.49 1,328,956.15 Amesbury II Columbus, OH - 70,348.44 180,588.07 1,661,577.09 Amhurst (Tol) Toledo, OH - 13,941.37 161,853.71 1,440,048.94 Amhurst I (OH) Dayton, OH - 78,696.87 152,573.92 1,423,049.40 Amhurst II (OH) Dayton, OH - 28,310.98 159,416.42 1,432,943.39 Andover Court Columbus, OH - 63,955.70 123,874.81 1,155,227.81 Annhurst (IN) Indianpolis, IN - 90,388.44 189,235.25 1,757,857.17 Annhurst (MD) (REIT) Belcamp, MD - - 232,575.00 2,093,165.14 Annhurst (PA) Pittsburgh, PA - 63,384.08 307,952.45 2,776,780.80 Annhurst II (OH) Columbus, OH - 73,459.69 116,738.63 1,102,054.27 Annhurst III (OH) Columbus, OH - 25,041.87 134,788.03 1,212,671.34 Apple Ridge I Columbus, OH - 41,574.40 139,299.72 1,269,156.75 Apple Ridge III Columbus, OH - 15,040.71 72,585.34 654,396.65 Apple Run (MI) Jackson, MI - 16,174.90 87,459.26 786,536.29 Apple Run II (Col) Columbus, OH - 36,061.54 93,810.22 862,730.83 Applegate (Chi) Columbus, OH - 34,669.90 7,737.74 102,897.82 Applegate (Col) Bloomington, IN - 29,497.77 171,829.10 1,543,499.41 Applegate (Lor) Youngstown, OH - 11,109.74 66,488.13 596,942.64 Applegate I (IN) Muncie, IN - 45,597.49 138,505.63 1,265,983.02 Applegate II (IN) Muncie, IN - 44,106.46 180,016.68 1,630,249.60 Applerun (War) Youngstown, OH - 21,194.63 113,303.19 1,020,271.18 Applewood I Daytona Beach, FL - 179,294.23 235,230.48 2,252,288.09 Aragon Woods Indianpolis, IN - 37,967.52 157,790.97 1,427,977.97 Arbor Commons Ellington, CT - 4,401.38 151,352.24 1,017,297.11 Arbor Glen Pittsfield Twp, MI - 478,352.36 1,096,064.41 10,365,987.59 Arbor Terrace Sunnyvale, CA - 325,632.97 9,057,300.00 18,809,274.93 Arboretum (AZ) Tucson, AZ - 767,721.65 3,453,446.00 19,787,740.45 Arboretum (GA) Atlanta, GA - 770,618.95 4,682,300.00 16,683,637.13 Arboretum (MA) Canton, MA - 145,864.26 4,685,900.00 11,138,615.21 Arbors at Century Center Memphis, TN - 585,705.14 2,521,700.00 15,822,701.52 Arbors of Brentwood Nashville, TN - 1,105,320.07 404,670.00 14,641,686.81 Arbors of Hickory Hollow Nashville, TN - 1,772,384.19 202,985.00 8,709,593.06 Arbors of Las Colinas Irving, TX - 1,286,855.71 1,663,900.00 16,671,935.53 Ashford Hill Columbus, OH - 115,776.56 184,985.30 1,745,797.66 Ashgrove (IN) Indianpolis, IN - 34,449.01 172,923.97 1,557,997.67 Ashgrove (KY) Louisville, KY - 23,128.16 171,815.79 1,537,162.54 Ashgrove (Mar) Battle Creek, MI - 55,903.76 119,822.73 1,111,872.56 Ashgrove (OH) Cincinnati, OH - 67,801.45 157,534.56 1,455,488.58 Ashgrove I (MI) Detroit, MI - 76,619.06 403,579.77 3,632,606.66 Ashgrove II (MI) Detroit, MI - 34,030.77 311,912.27 2,782,317.77 Ashton, The Corona Hills, CA - 807,161.00 2,594,264.00 33,849,558.56 Aspen Crossing Silver Spring, MD - 361,479.02 2,880,000.00 8,921,440.06 Astorwood (REIT) Stuart, FL - - 233,150.00 2,098,338.21 Audubon Village Tampa, FL - 557,884.83 3,576,000.00 26,679,793.40 Autumn Cove Atlanta, GA - 25,510.57 187,220.29 1,675,025.37 Autumn Creek Cordova, TN - 327,082.88 1,681,900.00 9,672,364.76 Auvers Village Orlando, FL - 542,182.85 3,840,000.00 29,864,425.81 Avon Place Avon,CT - 21,949.95 1,788,943.42 11,994,109.78 Balcones Club Austin, TX - 620,049.65 2,185,500.00 10,739,281.30 Barrington Atlanta, GA - 55,951.47 144,459.10 1,328,793.58 Bay Club Phoenix, AZ - 1,874,022.56 828,200.00 8,102,278.36 Bay Ridge San Pedro, CA - 139,444.74 2,401,300.00 2,316,407.90 Bayside Lakeland, FL - 77,000.31 73,462.83 724,287.93 Bayside at the Islands Gilbert, AZ - 461,283.08 3,306,484.00 16,034,289.08 Beach Club Fort Myers, FL - 618,301.98 2,080,000.00 15,419,230.03 Bear Canyon Tucson, AZ - 144,047.40 1,660,608.00 11,372,570.99 Beckford Place (IN) Indianpolis, IN - 28,806.39 99,045.91 901,508.77 Beckford Place (Pla) Parkersburg, OH - 35,633.69 161,160.76 1,455,635.65 Beckford Place (Wap) Lima, OH - 9,767.12 76,491.03 683,736.45 Beckford Place I (OH) Canton, OH - 25,440.49 168,425.60 1,509,688.55 Beckford Place II (OH) Canton, OH - 12,506.98 172,134.32 1,529,197.91 Bel Aire I Miami, FL - 29,573.18 188,342.67 1,688,568.34 Bel Aire II Miami, FL - 22,457.59 136,416.15 1,223,533.07 Bell Road I & II Nashville, TN - - 3,100,000.00 950,038.02 Bellevue Meadows Bellevue, WA - 157,309.04 4,507,100.00 12,732,123.38 Belmont Crossing Riverdale, GA - 205,410.09 1,580,000.00 18,654,454.85 Belmont Landing Riverdale, GA - 326,455.16 2,120,000.00 21,977,711.27 Beneva Place Sarasota, FL - 217,140.84 1,344,000.00 9,882,587.45 Bermuda Cove Jacksonville, FL - 328,889.33 1,503,000.00 19,890,785.22
Life Used to Description Compute --------------------------------------------------------------------------------------------------------------- Depreciation in Accumulated Date of Latest Income Apartment Name Location Total (B) Depreciation Construction Statement (C) ------------------------------------------------------------------------------------------------------------------------------- 2300 Elliott Seattle, WA 11,765,457.80 $ (1,644,540.02) 1992 30 Years 2900 on First Combined Seattle, WA 13,941,371.07 (2,144,725.53) 1989-91 30 Years 740 River Drive St. Paul, MN 14,278,185.59 (1,490,396.20) 1962 30 Years 7979 Westheimer Houston, TX 15,935,227.89 (3,366,803.48) 1973 30 Years 929 House Cambridge, MA 25,207,880.85 (124,472.00) 1975 30 Years Abington Grove Abington, MA 4,316,543.63 (23,064.00) 1968 30 Years Acacia Creek Scottsdale, AZ 42,539,295.69 (4,173,276.18) 1988-1994 30 Years Acadia Court Bloomington, IN 2,646,787.57 (111,619.67) 1985 30 Years Acadia Court II Bloomington, IN 2,588,264.63 (108,332.72) 1986 30 Years Adams Farm Greensboro, NC 32,725,143.62 (2,473,891.70) 1987 30 Years Alborada Freemont, CA 83,552,066.58 (1,514,620.48) 1999 30 Years Alderwood Park Lynnwood, WA 12,318,601.76 (800,507.67) 1982 30 Years Altamonte San Antonio, TX 17,900,351.94 (4,041,221.60) 1985 30 Years Ambergate (FL) W. Palm Beach, FL 2,433,390.47 (24,244.10) 1987 30 Years Amberidge Detroit, MI 1,314,273.18 (55,426.78) 1985 30 Years Amberton Manassas, VA 10,600,441.58 (2,151,156.62) 1986 30 Years Amberwood (OH) Canton, OH 1,310,102.03 (56,228.90) 1987 30 Years Amberwood I (FL) Jacksonville, FL 1,012,143.55 (43,829.80) 1981 30 Years Amesbury I Columbus, OH 1,471,995.64 (63,742.73) 1986 30 Years Amesbury II Columbus, OH 1,842,165.16 (77,982.01) 1987 30 Years Amhurst (Tol) Toledo, OH 1,601,902.65 (67,047.01) 1983 30 Years Amhurst I (OH) Dayton, OH 1,575,623.32 (69,482.05) 1979 30 Years Amhurst II (OH) Dayton, OH 1,592,359.81 (69,050.94) 1981 30 Years Andover Court Columbus, OH 1,279,102.62 (54,896.73) 1982 30 Years Annhurst (IN) Indianpolis, IN 1,947,092.42 (91,099.37) 1985 30 Years Annhurst (MD) (REIT) Belcamp, MD 2,325,740.14 - 1984 30 Years Annhurst (PA) Pittsburgh, PA 3,084,733.25 (129,116.09) 1984 30 Years Annhurst II (OH) Columbus, OH 1,218,792.90 (51,993.72) 1986 30 Years Annhurst III (OH) Columbus, OH 1,347,459.37 (57,726.91) 1988 30 Years Apple Ridge I Columbus, OH 1,408,456.47 (61,578.26) 1987 30 Years Apple Ridge III Columbus, OH 726,981.99 (30,980.45) 1982 30 Years Apple Run (MI) Jackson, MI 873,995.55 (37,602.00) 1982 30 Years Apple Run II (Col) Columbus, OH 956,541.05 (43,212.06) 1980 30 Years Applegate (Chi) Columbus, OH 110,635.56 (10,046.25) 1981 30 Years Applegate (Col) Bloomington, IN 1,715,328.51 (71,914.60) 1982 30 Years Applegate (Lor) Youngstown, OH 663,430.77 (29,853.16) 1982 30 Years Applegate I (IN) Muncie, IN 1,404,488.65 (61,210.88) 1984 30 Years Applegate II (IN) Muncie, IN 1,810,266.28 (78,858.83) 1987 30 Years Applerun (War) Youngstown, OH 1,133,574.37 (48,844.82) 1983 30 Years Applewood I Daytona Beach, FL 2,487,518.57 (125,376.48) 1982 30 Years Aragon Woods Indianpolis, IN 1,585,768.94 (70,089.01) 1986 30 Years Arbor Commons Ellington, CT 1,168,649.35 (6,405.00) 1975 30 Years Arbor Glen Pittsfield Twp, MI 11,462,052.00 (1,253,924.36) 1990 30 Years Arbor Terrace Sunnyvale, CA 27,866,574.93 (1,657,730.76) (W) 30 Years Arboretum (AZ) Tucson, AZ 23,241,186.45 (2,419,207.16) 1987 30 Years Arboretum (GA) Atlanta, GA 21,365,937.13 (1,962,313.20) 1970 30 Years Arboretum (MA) Canton, MA 15,824,515.21 (1,062,108.78) 1989 30 Years Arbors at Century Center Memphis, TN 18,344,401.52 (1,513,394.63) 1988/1990 30 Years Arbors of Brentwood Nashville, TN 15,046,356.81 (4,121,979.48) 1986 30 Years Arbors of Hickory Hollow Nashville, TN 8,912,578.06 (3,017,618.56) 1986 30 Years Arbors of Las Colinas Irving, TX 18,335,835.53 (4,385,699.40) 1984/85 30 Years Ashford Hill Columbus, OH 1,930,782.96 (84,302.07) 1986 30 Years Ashgrove (IN) Indianpolis, IN 1,730,921.64 (73,414.03) 1983 30 Years Ashgrove (KY) Louisville, KY 1,708,978.33 (71,834.21) 1984 30 Years Ashgrove (Mar) Battle Creek, MI 1,231,695.29 (52,192.48) 1983 30 Years Ashgrove (OH) Cincinnati, OH 1,613,023.14 (68,727.42) 1983 30 Years Ashgrove I (MI) Detroit, MI 4,036,186.43 (168,688.40) 1985 30 Years Ashgrove II (MI) Detroit, MI 3,094,230.04 (127,719.65) 1987 30 Years Ashton, The Corona Hills, CA 36,443,822.56 (3,755,848.89) 1986 30 Years Aspen Crossing Silver Spring, MD 11,801,440.06 (672,109.12) 1979 30 Years Astorwood (REIT) Stuart, FL 2,331,488.21 - 1983 30 Years Audubon Village Tampa, FL 30,255,793.40 (2,216,011.77) 1990 30 Years Autumn Cove Atlanta, GA 1,862,245.66 (76,368.22) 1985 30 Years Autumn Creek Cordova, TN 11,354,264.76 (1,207,608.73) 1991 30 Years Auvers Village Orlando, FL 33,704,425.81 (2,439,822.24) 1991 30 Years Avon Place Avon,CT 13,783,053.20 (70,929.00) 1973 30 Years Balcones Club Austin, TX 12,924,781.30 (1,266,572.68) 1984 30 Years Barrington Atlanta, GA 1,473,252.68 (62,559.98) 1984 30 Years Bay Club Phoenix, AZ 8,930,478.36 (2,549,231.81) 1976 30 Years Bay Ridge San Pedro, CA 4,717,707.90 (341,486.53) 1987 30 Years Bayside Lakeland, FL 797,750.76 (38,988.67) 1982 30 Years Bayside at the Islands Gilbert, AZ 19,340,773.08 (1,818,765.32) 1989 30 Years Beach Club Fort Myers, FL 17,499,230.03 (1,330,075.92) 1990 30 Years Bear Canyon Tucson, AZ 13,033,178.99 (1,286,913.92) 1996 30 Years Beckford Place (IN) Indianpolis, IN 1,000,554.68 (43,203.83) 1984 30 Years Beckford Place (Pla) Parkersburg, OH 1,616,796.41 (68,789.86) 1982 30 Years Beckford Place (Wap) Lima, OH 760,227.48 (33,170.04) 1981 30 Years Beckford Place I (OH) Canton, OH 1,678,114.15 (70,365.49) 1983 30 Years Beckford Place II (OH) Canton, OH 1,701,332.23 (70,801.76) 1985 30 Years Bel Aire I Miami, FL 1,876,911.01 (79,257.81) 1985 30 Years Bel Aire II Miami, FL 1,359,949.22 (57,348.69) 1986 30 Years Bell Road I & II Nashville, TN 4,050,038.02 - (P) 30 Years Bellevue Meadows Bellevue, WA 17,239,223.38 (1,157,780.04) 1983 30 Years Belmont Crossing Riverdale, GA 20,234,454.85 (1,519,011.70) 1988 30 Years Belmont Landing Riverdale, GA 24,097,711.27 (1,804,625.48) 1988 30 Years Beneva Place Sarasota, FL 11,226,587.45 (822,505.89) 1986 30 Years Bermuda Cove Jacksonville, FL 21,393,785.22 (1,629,530.54) 1989 30 Years
S-1
Initial Cost to Description Company --------------------------------------------------------------------------------------------------------------------------------- Building & Apartment Name Location Encumbrances Land Fixtures --------------------------------------------------------------------------------------------------------------------------------- Berry Pines Pensacola, FL - 154,085.80 1,357,663.86 Birches, The Lima, OH 966,791.18 94,797.74 835,421.36 Bishop Park Winter Park, FL - 2,592,000.00 17,990,435.90 Blue Swan San Antonio, TX (E) 1,425,500.00 7,591,291.62 Blueberry Hill I Orlando, FL 726,186.14 140,369.75 1,236,710.45 Boulder Creek Wilsonville, OR 8,068,000.00 3,554,400.00 11,481,773.38 Bourbon Square Palatine, IL 26,450,516.85 3,985,300.00 35,870,193.94 Bradford Apartments Newington, CT 1,957,653.00 401,090.83 2,684,223.26 Bramblewood San Jose, CA - 5,190,700.00 9,659,184.34 Branchwood Orlando, FL - 324,068.53 2,855,396.92 Brandon Court Bloomington, IN 1,403,669.03 170,635.75 1,503,486.89 Brandywine E. Lakeland, FL 587,263.74 88,126.47 776,490.28 Breckinridge Lexington, KY - 1,648,300.00 14,845,714.75 Brentwood Vancouver, WA - 1,357,221.39 12,202,521.39 Breton Mill Houston, TX - 212,820.00 8,547,262.73 Briar Knoll Apts Vernon, CT 6,030,543.84 928,971.99 6,216,966.38 Briarwood (CA) Sunnyvale, CA 13,970,290.58 9,991,500.00 22,265,278.39 Bridford Lakes Greensboro, NC - 2,265,314.00 26,886,537.14 Bridge Creek Wilsonville, OR - 1,299,890.00 11,690,113.58 Bridgeport Raleigh, NC - 1,296,700.00 11,942,278.32 Bridgewater at Wells Crossing Orange Park, FL - 2,160,000.00 13,347,548.89 Brierwood Jacksonville, FL - 551,900.00 4,965,855.71 Brittany Square Tulsa, OK - 625,000.00 4,236,497.79 Broadview Oaks (REIT) Pensacola, FL 1,891,098.59 201,000.00 1,809,184.92 Broadway Garland, TX 6,041,173.38 1,443,700.00 7,790,989.43 Brookdale Village Naperville, IL 11,335,000.00 3,276,000.00 16,293,470.97 Brookfield Salt Lake City, UT - 1,153,000.00 5,682,452.92 Brookridge Centreville, VA (E) 2,521,500.00 16,003,838.95 Brookside (CO) Boulder, CO - 3,600,400.00 10,211,158.98 Brookside (MD) Frederick, MD 8,081,383.10 2,736,000.00 8,162,275.94 Brookside II (MD) Frederick, MD - 2,450,800.00 6,913,202.43 Brooksyde Apts West Hartford, CT 1,937,190.00 594,711.19 3,979,990.28 Brunswick (OH) (REIT) Cortland, OH - 190,000.00 1,713,388.64 Brunswick I (WV) Pittsburgh, PA 1,665,619.99 241,739.37 2,129,979.31 Brunswick II (WV) Pittsburgh, WV 1,262,277.35 202,928.23 1,788,318.88 Burgundy Studios Middletown, CT 1,821,650.00 395,238.20 2,645,055.68 Burwick Farms Howell, MI 8,631,222.18 1,104,600.00 9,932,206.94 Calais Dallas, TX - 1,118,900.00 10,070,076.01 California Gardens Jacksonville, FL - 105,528.18 929,869.29 Cambridge at Hickory Hollow Nashville, TN (S) 3,240,800.00 17,900,032.88 Cambridge Commons I Indianapolis, IN - 179,139.19 1,578,077.45 Cambridge Commons II Indianapolis, IN 876,202.53 141,845.25 1,249,511.25 Cambridge Commons III Indianapolis, IN - 98,124.94 864,737.63 Cambridge Estates Norwich,CT - 590,184.84 3,949,698.55 Cambridge Village Lewisville, TX - 801,300.00 8,762,606.48 Camden Way I Jacksonville, GA 911,189.72 109,239.56 962,619.61 Camden Way II Jacksonville, GA - 105,552.14 930,029.36 Camellero Scottsdale, AZ 11,456,678.96 1,924,900.00 17,324,592.87 Camellia Court (OH) Columbus, OH 555,203.85 68,583.82 604,444.24 Camellia Court I (Col) Columbus, OH - 133,058.78 1,172,392.84 Camellia Court I (Day) Dayton, OH 1,083,691.31 131,858.32 1,162,065.53 Camellia Court II (Col) Columbus, OH 934,650.59 118,420.87 1,043,416.87 Camellia Court II (Day) Dayton, OH - 131,570.85 1,159,282.59 Candlelight I Tampa, FL 598,481.70 105,000.27 925,166.77 Candlelight II Tampa, FL 592,543.92 95,061.25 837,593.20 Canterbury Germantown, MD 31,363,910.50 2,781,300.00 26,711,250.66 Canterbury Crossings Orlando, FL - 273,670.75 2,411,537.51 Canterchase Nashville, TN 5,559,460.33 863,600.00 7,762,804.13 Canyon Creek (AZ) Tucson, AZ - 834,413.00 6,083,046.73 Canyon Crest Santa Clarita, CA - 2,370,000.00 10,141,878.44 Canyon Crest Views Riverside, CA - 1,744,640.00 17,397,193.87 Canyon Ridge San Diego, CA - 4,869,448.00 11,955,063.50 Canyon Sands Phoenix, AZ - 1,492,750.00 13,377,478.30 Capital Ridge (REIT) Tallahassee, FL 1,273,526.99 177,900.00 1,601,157.16 Cardinal, The Greensboro, NC 7,240,510.64 1,281,200.00 11,850,556.68 Carleton Court (PA) Erie, PA - 128,528.46 1,132,675.80 Carleton Court (WV) Charleston, WV 1,316,591.19 196,222.37 1,728,932.91 Carmel Terrace San Diego, CA - 2,288,300.00 20,596,280.88 Carolina Crossing Greenville, SC - 550,200.00 4,949,618.55 Carriage Hill Macon, GA - 131,910.67 1,162,576.76 Carriage Homes at Wyndham Glen Allen, VA - 1,736,000.00 27,476,005.88 Casa Capricorn San Diego, CA - 1,262,700.00 11,365,093.09 Casa Ruiz San Diego, CA - 3,922,400.00 9,389,153.21 Cascade at Landmark Alexandria, VA - 3,603,400.00 19,657,553.75 Catalina Shores Las Vegas, NV - 1,227,000.00 11,042,866.93 Catalina Shores (WRP) Las Vegas, NV - 1,427,200.00 12,844,277.03 Cedar Crest Overland Park, KS 13,539,238.59 2,160,700.00 19,424,617.27 Cedar Glen Reading, MA 5,550,094.27 1,248,505.45 8,355,382.60 Cedar Hill Knoxville, TN 1,439,005.39 204,792.35 1,804,443.80 Cedar Ridge (TX) Arlington, TX 3,470,934.10 608,600.00 4,234,415.24 Cedargate (GA) Atlanta, GA - 205,043.45 1,806,656.21 Cedargate (MI) Southbend, IN 789,064.59 120,378.15 1,060,662.66 Cedargate (She) Louisville, KY 1,187,181.55 158,685.33 1,398,040.66 Cedargate I (Cla) Dayton, OH 1,221,976.86 159,599.20 1,406,492.86 Cedargate I (IN) Bloomington, IN - 191,650.35 1,688,648.45 Cedargate I (KY) Louisville, KY - 165,396.51 1,457,173.52 Cedargate I (OH) Columbus, OH 2,234,188.71 240,586.83 2,119,432.15 Cedargate II (IN) Bloomington, IN 1,087,610.62 165,040.72 1,454,188.64
Cost Capitalized Subsequent to Gross Amount Carried Acquisition at Close of Description (Improvements, net) (H) Period 12/31/00 ----------------------------------------------------------------------------------------------------------------------------------- Building & Building & Apartment Name Location Land Fixtures Land Fixtures (A) ----------------------------------------------------------------------------------------------------------------------------------- Berry Pines Pensacola, FL - 72,748.42 154,085.80 1,430,412.28 Birches, The Lima, OH - 10,051.98 94,797.74 845,473.34 Bishop Park Winter Park, FL - 1,416,137.29 2,592,000.00 19,406,573.19 Blue Swan San Antonio, TX - 561,584.99 1,425,500.00 8,152,876.61 Blueberry Hill I Orlando, FL - 39,485.48 140,369.75 1,276,195.93 Boulder Creek Wilsonville, OR - 620,051.64 3,554,400.00 12,101,825.02 Bourbon Square Palatine, IL - 5,752,954.33 3,985,300.00 41,623,148.27 Bradford Apartments Newington, CT - 8,502.21 401,090.83 2,692,725.47 Bramblewood San Jose, CA - 184,808.88 5,190,700.00 9,843,993.22 Branchwood Orlando, FL - 49,896.13 324,068.53 2,905,293.05 Brandon Court Bloomington, IN - 35,022.50 170,635.75 1,538,509.39 Brandywine E. Lakeland, FL - 15,282.97 88,126.47 791,773.25 Breckinridge Lexington, KY - 572,022.19 1,648,300.00 15,417,736.94 Brentwood Vancouver, WA - 993,609.69 1,357,221.39 13,196,131.08 Breton Mill Houston, TX - 850,076.47 212,820.00 9,397,339.20 Briar Knoll Apts Vernon, CT - 3,842.66 928,971.99 6,220,809.04 Briarwood (CA) Sunnyvale, CA - 128,970.02 9,991,500.00 22,394,248.41 Bridford Lakes Greensboro, NC - 26,960.24 2,265,314.00 26,913,497.38 Bridge Creek Wilsonville, OR - 1,688,910.56 1,299,890.00 13,379,024.14 Bridgeport Raleigh, NC - 424,406.05 1,296,700.00 12,366,684.37 Bridgewater at Wells Crossing Orange Park, FL - 257,622.11 2,160,000.00 13,605,171.00 Brierwood Jacksonville, FL - 936,718.99 551,900.00 5,902,574.70 Brittany Square Tulsa, OK - 854,712.15 625,000.00 5,091,209.94 Broadview Oaks (REIT) Pensacola, FL - - 201,000.00 1,809,184.92 Broadway Garland, TX - 755,844.52 1,443,700.00 8,546,833.95 Brookdale Village Naperville, IL - 235,198.54 3,276,000.00 16,528,669.51 Brookfield Salt Lake City, UT - 280,708.45 1,153,000.00 5,963,161.37 Brookridge Centreville, VA - 490,569.62 2,521,500.00 16,494,408.57 Brookside (CO) Boulder, CO - 138,825.79 3,600,400.00 10,349,984.77 Brookside (MD) Frederick, MD - 111,649.55 2,736,000.00 8,273,925.49 Brookside II (MD) Frederick, MD - 570,852.10 2,450,800.00 7,484,054.53 Brooksyde Apts West Hartford, CT - 9,446.93 594,711.19 3,989,437.21 Brunswick (OH) (REIT) Cortland, OH - 2,160.74 190,000.00 1,715,549.38 Brunswick I (WV) Pittsburgh, PA - 67,502.58 241,739.37 2,197,481.89 Brunswick II (WV) Pittsburgh, WV - 37,583.56 202,928.23 1,825,902.44 Burgundy Studios Middletown, CT - 9,893.53 395,238.20 2,654,949.21 Burwick Farms Howell, MI - 375,902.30 1,104,600.00 10,308,109.24 Calais Dallas, TX - 607,731.63 1,118,900.00 10,677,807.64 California Gardens Jacksonville, FL - 57,417.20 105,528.18 987,286.49 Cambridge at Hickory Hollow Nashville, TN - 310,808.47 3,240,800.00 18,210,841.35 Cambridge Commons I Indianapolis, IN - 171,898.18 179,139.19 1,749,975.63 Cambridge Commons II Indianapolis, IN - 107,609.05 141,845.25 1,357,120.30 Cambridge Commons III Indianapolis, IN - 104,782.13 98,124.94 969,519.76 Cambridge Estates Norwich,CT - 6,491.37 590,184.84 3,956,189.92 Cambridge Village Lewisville, TX - 565,640.53 801,300.00 9,328,247.01 Camden Way I Jacksonville, GA - 67,251.50 109,239.56 1,029,871.11 Camden Way II Jacksonville, GA - 37,235.79 105,552.14 967,265.15 Camellero Scottsdale, AZ - 3,268,875.56 1,924,900.00 20,593,468.43 Camellia Court (OH) Columbus, OH - 15,154.50 68,583.82 619,598.74 Camellia Court I (Col) Columbus, OH - 73,773.60 133,058.78 1,246,166.44 Camellia Court I (Day) Dayton, OH - 61,774.54 131,858.32 1,223,840.07 Camellia Court II (Col) Columbus, OH - 52,072.28 118,420.87 1,095,489.15 Camellia Court II (Day) Dayton, OH - 27,341.51 131,570.85 1,186,624.10 Candlelight I Tampa, FL - 19,327.57 105,000.27 944,494.34 Candlelight II Tampa, FL - 57,485.69 95,061.25 895,078.89 Canterbury Germantown, MD - 3,231,730.03 2,781,300.00 29,942,980.69 Canterbury Crossings Orlando, FL - 39,726.65 273,670.75 2,451,264.16 Canterchase Nashville, TN - 614,846.20 863,600.00 8,377,650.33 Canyon Creek (AZ) Tucson, AZ - 442,630.37 834,413.00 6,525,677.10 Canyon Crest Santa Clarita, CA - 375,117.46 2,370,000.00 10,516,995.90 Canyon Crest Views Riverside, CA - 347,810.19 1,744,640.00 17,745,004.06 Canyon Ridge San Diego, CA - 239,119.01 4,869,448.00 12,194,182.51 Canyon Sands Phoenix, AZ - 1,219,970.12 1,492,750.00 14,597,448.42 Capital Ridge (REIT) Tallahassee, FL - - 177,900.00 1,601,157.16 Cardinal, The Greensboro, NC - 271,538.80 1,281,200.00 12,122,095.48 Carleton Court (PA) Erie, PA - 20,680.42 128,528.46 1,153,356.22 Carleton Court (WV) Charleston, WV - 53,050.52 196,222.37 1,781,983.43 Carmel Terrace San Diego, CA - 617,613.58 2,288,300.00 21,213,894.46 Carolina Crossing Greenville, SC - 289,178.86 550,200.00 5,238,797.41 Carriage Hill Macon, GA - 26,123.87 131,910.67 1,188,700.63 Carriage Homes at Wyndham Glen Allen, VA - 67,267.50 1,736,000.00 27,543,273.38 Casa Capricorn San Diego, CA - 503,184.07 1,262,700.00 11,868,277.16 Casa Ruiz San Diego, CA - 408,273.40 3,922,400.00 9,797,426.61 Cascade at Landmark Alexandria, VA - 615,831.65 3,603,400.00 20,273,385.40 Catalina Shores Las Vegas, NV - 699,592.54 1,227,000.00 11,742,459.47 Catalina Shores (WRP) Las Vegas, NV - 234,783.72 1,427,200.00 13,079,060.75 Cedar Crest Overland Park, KS - 1,930,152.34 2,160,700.00 21,354,769.61 Cedar Glen Reading, MA - 25,571.34 1,248,505.45 8,380,953.94 Cedar Hill Knoxville, TN - 42,808.46 204,792.35 1,847,252.26 Cedar Ridge (TX) Arlington, TX - 108,541.93 608,600.00 4,342,957.17 Cedargate (GA) Atlanta, GA - 18,350.20 205,043.45 1,825,006.41 Cedargate (MI) Southbend, IN - 18,577.65 120,378.15 1,079,240.31 Cedargate (She) Louisville, KY - 34,716.75 158,685.33 1,432,757.41 Cedargate I (Cla) Dayton, OH - 39,224.65 159,599.20 1,445,717.51 Cedargate I (IN) Bloomington, IN - 36,917.24 191,650.35 1,725,565.69 Cedargate I (KY) Louisville, KY - 35,570.62 165,396.51 1,492,744.14 Cedargate I (OH) Columbus, OH - 58,145.00 240,586.83 2,177,577.15 Cedargate II (IN) Bloomington, IN - 31,579.82 165,040.72 1,485,768.46
Life Used to Description Compute --------------------------------------------------------------------------------------------------------------- Depreciation in Accumulated Date of Latest Income Apartment Name Location Total (B) Depreciation Construction Statement (C) -------------------------------------------------------------------------------------------------------------------------------- Berry Pines Pensacola, FL 1,584,498.08 (73,565.10) 1985 30 Years Birches, The Lima, OH 940,271.08 (41,598.96) 1977 30 Years Bishop Park Winter Park, FL 21,998,573.19 (1,646,054.60) 1991 30 Years Blue Swan San Antonio, TX 9,578,376.61 (1,082,488.15) 1985-1994 30 Years Blueberry Hill I Orlando, FL 1,416,565.68 (62,354.82) 1986 30 Years Boulder Creek Wilsonville, OR 15,656,225.02 (1,780,880.86) 1991 30 Years Bourbon Square Palatine, IL 45,608,448.27 (11,373,690.70) 1984-87 30 Years Bradford Apartments Newington, CT 3,093,816.30 (16,690.00) 1964 30 Years Bramblewood San Jose, CA 15,034,693.22 (890,062.95) 1986 30 Years Branchwood Orlando, FL 3,229,361.58 (136,157.83) 1981 30 Years Brandon Court Bloomington, IN 1,709,145.14 (73,370.43) 1984 30 Years Brandywine E. Lakeland, FL 879,899.72 (37,718.23) 1981 30 Years Breckinridge Lexington, KY 17,066,036.94 (1,896,926.24) 1986-1987 30 Years Brentwood Vancouver, WA 14,553,352.47 (3,037,941.09) 1990 30 Years Breton Mill Houston, TX 9,610,159.20 (2,573,400.39) 1986 30 Years Briar Knoll Apts Vernon, CT 7,149,781.03 (38,705.00) 1986 30 Years Briarwood (CA) Sunnyvale, CA 32,385,748.41 (1,893,716.08) 1985 30 Years Bridford Lakes Greensboro, NC 29,178,811.38 (2,201,878.00) 1999 30 Years Bridge Creek Wilsonville, OR 14,678,914.14 (3,729,832.74) 1987 30 Years Bridgeport Raleigh, NC 13,663,384.37 (3,193,589.90) 1990 30 Years Bridgewater at Wells Crossing Orange Park, FL 15,765,171.00 (529,682.09) 1986 30 Years Brierwood Jacksonville, FL 6,454,474.70 (1,187,572.04) 1974 30 Years Brittany Square Tulsa, OK 5,716,209.94 (2,932,065.41) 1982 30 Years Broadview Oaks (REIT) Pensacola, FL 2,010,184.92 - 1985 30 Years Broadway Garland, TX 9,990,533.95 (896,950.76) 1983 30 Years Brookdale Village Naperville, IL 19,804,669.51 (896,289.40) 1986 30 Years Brookfield Salt Lake City, UT 7,116,161.37 (765,378.68) 1985 30 Years Brookridge Centreville, VA 19,015,908.57 (1,950,334.75) 1989 30 Years Brookside (CO) Boulder, CO 13,950,384.77 (959,124.03) 1993 30 Years Brookside (MD) Frederick, MD 11,009,925.49 (538,483.48) 1993 30 Years Brookside II (MD) Frederick, MD 9,934,854.53 (769,834.67) 1979 30 Years Brooksyde Apts West Hartford, CT 4,584,148.40 (24,333.00) 1945 30 Years Brunswick (OH) (REIT) Cortland, OH 1,905,549.38 (10,145.76) 1985 30 Years Brunswick I (WV) Pittsburgh, PA 2,439,221.26 (105,239.95) 1986 30 Years Brunswick II (WV) Pittsburgh, WV 2,028,830.67 (86,586.07) 1987 30 Years Burgundy Studios Middletown, CT 3,050,187.41 (17,528.00) 1973 30 Years Burwick Farms Howell, MI 11,412,709.24 (1,309,182.56) 1991 30 Years Calais Dallas, TX 11,796,707.64 (1,513,245.78) 1986 30 Years California Gardens Jacksonville, FL 1,092,814.67 (50,782.17) 1987 30 Years Cambridge at Hickory Hollow Nashville, TN 21,451,641.35 (2,227,882.85) 1997 30 Years Cambridge Commons I Indianapolis, IN 1,929,114.82 (93,398.98) 1986 30 Years Cambridge Commons II Indianapolis, IN 1,498,965.55 (73,724.08) 1987 30 Years Cambridge Commons III Indianapolis, IN 1,067,644.70 (53,951.54) 1988 30 Years Cambridge Estates Norwich,CT 4,546,374.76 (24,498.00) 1977 30 Years Cambridge Village Lewisville, TX 10,129,547.01 (1,273,812.48) 1987 30 Years Camden Way I Jacksonville, GA 1,139,110.67 (52,346.50) 1985 30 Years Camden Way II Jacksonville, GA 1,072,817.29 (47,710.05) 1986 30 Years Camellero Scottsdale, AZ 22,518,368.43 (4,483,047.10) 1979 30 Years Camellia Court (OH) Columbus, OH 688,182.56 (31,109.93) 1981 30 Years Camellia Court I (Col) Columbus, OH 1,379,225.22 (62,064.93) 1981 30 Years Camellia Court I (Day) Dayton, OH 1,355,698.39 (60,078.80) 1981 30 Years Camellia Court II (Col) Columbus, OH 1,213,910.02 (52,032.22) 1984 30 Years Camellia Court II (Day) Dayton, OH 1,318,194.95 (56,268.44) 1982 30 Years Candlelight I Tampa, FL 1,049,494.61 (45,765.82) 1982 30 Years Candlelight II Tampa, FL 990,140.14 (45,201.06) 1985 30 Years Canterbury Germantown, MD 32,724,280.69 (6,732,707.68) 1986 30 Years Canterbury Crossings Orlando, FL 2,724,934.91 (111,160.54) 1983 30 Years Canterchase Nashville, TN 9,241,250.33 (1,577,593.62) 1985 30 Years Canyon Creek (AZ) Tucson, AZ 7,360,090.10 (1,896,031.03) 1986 30 Years Canyon Crest Santa Clarita, CA 12,886,995.90 (633,599.80) 1993 30 Years Canyon Crest Views Riverside, CA 19,489,644.06 (1,940,761.19) 1982-1983 30 Years Canyon Ridge San Diego, CA 17,063,630.51 (1,360,883.67) 1989 30 Years Canyon Sands Phoenix, AZ 16,090,198.42 (2,780,147.59) 1983 30 Years Capital Ridge (REIT) Tallahassee, FL 1,779,057.16 - 1983 30 Years Cardinal, The Greensboro, NC 13,403,295.48 (1,703,611.06) 1994 30 Years Carleton Court (PA) Erie, PA 1,281,884.68 (55,841.37) 1985 30 Years Carleton Court (WV) Charleston, WV 1,978,205.80 (83,853.70) 1985 30 Years Carmel Terrace San Diego, CA 23,502,194.46 (4,765,778.74) 1988-89 30 Years Carolina Crossing Greenville, SC 5,788,997.41 (693,797.08) 1988-89 30 Years Carriage Hill Macon, GA 1,320,611.30 (57,112.69) 1985 30 Years Carriage Homes at Wyndham Glen Allen, VA 29,279,273.38 (2,156,764.85) 1999 30 Years Casa Capricorn San Diego, CA 13,130,977.16 (1,896,914.67) 1981 30 Years Casa Ruiz San Diego, CA 13,719,826.61 (1,244,111.28) 1976-1986 30 Years Cascade at Landmark Alexandria, VA 23,876,785.40 (2,674,737.56) 1990 30 Years Catalina Shores Las Vegas, NV 12,969,459.47 (2,950,078.77) 1989 30 Years Catalina Shores (WRP) Las Vegas, NV 14,506,260.75 (1,752,267.17) 1989 30 Years Cedar Crest Overland Park, KS 23,515,469.61 (3,920,451.63) 1986 30 Years Cedar Glen Reading, MA 9,629,459.39 (49,585.00) 1980 30 Years Cedar Hill Knoxville, TN 2,052,044.61 (86,440.53) 1986 30 Years Cedar Ridge (TX) Arlington, TX 4,951,557.17 (426,230.64) 1980 30 Years Cedargate (GA) Atlanta, GA 2,030,049.86 (83,332.65) 1983 30 Years Cedargate (MI) Southbend, IN 1,199,618.46 (51,775.79) 1983 30 Years Cedargate (She) Louisville, KY 1,591,442.74 (67,280.13) 1984 30 Years Cedargate I (Cla) Dayton, OH 1,605,316.71 (68,023.12) 1984 30 Years Cedargate I (IN) Bloomington, IN 1,917,216.04 (80,037.88) 1983 30 Years Cedargate I (KY) Louisville, KY 1,658,140.65 (71,032.13) 1983 30 Years Cedargate I (OH) Columbus, OH 2,418,163.98 (105,970.24) 1982 30 Years Cedargate II (IN) Bloomington, IN 1,650,809.18 (68,830.86) 1985 30 Years
S-2
Initial Cost to Description Company --------------------------------------------------------------------------------------------------------------------------------- Building & Apartment Name Location Encumbrances Land Fixtures --------------------------------------------------------------------------------------------------------------------------------- Cedargate II (KY) Louisville, KY 1,154,015.58 140,895.00 1,241,438.52 Cedargate II (OH) Columbus, OH 697,750.15 87,618.08 771,911.76 Cedars, The Charlotte, NC - 2,028,179.00 18,225,424.24 Cedarwood (OH) Parkersburg, OH 419,727.60 23,915.92 210,725.35 Cedarwood I (Bel) Parkersburg, OH - 82,081.62 722,449.49 Cedarwood I (FL) Ocala, FL 730,215.20 119,469.60 1,052,657.37 Cedarwood I (IN) Elkhart, IN 1,908,607.47 251,744.93 2,218,126.20 Cedarwood I (KY) Lexington, KY - 106,680.72 939,874.44 Cedarwood II (FL) Ocala, FL 555,203.85 98,372.48 866,768.77 Cedarwood II (KY) Lexington, KY 986,980.66 106,724.20 940,356.51 Cedarwood III (KY) Lexington, KY 836,624.03 102,491.11 902,659.39 Celebration Westchase Houston, TX - 2,204,690.00 6,667,959.73 Centre Club Ontario, CA - 7,436,000.00 23,492,566.83 Centre Lake III Miami, FL 4,664,350.73 685,601.35 6,039,979.05 Champion Oaks Houston, TX 6,344,248.93 931,900.00 8,389,393.77 Champions Club Glen Allen, VA - 954,000.00 12,417,167.33 Chandler Court Chandler, AZ - 1,353,100.00 12,175,172.59 Chantecleer Lakes Naperville, IL (E) 6,689,400.00 16,332,279.04 Chaparral Largo, FL - 303,099.55 6,261,337.96 Chardonnay Park Redmond, WA 3,387,191.16 1,297,500.00 6,709,092.62 Charing Cross Toledo, OH 790,144.73 154,584.44 1,362,057.38 Charter Club Everett, WA - 1,001,100.00 9,012,304.67 Chartwell Court Houston, TX - 1,215,700.00 12,801,855.12 Chatelaine Park Duluth, GA - 1,818,000.00 24,489,671.38 Chatham Wood High Point, NC - 700,000.00 8,311,883.72 Chelsea Court Cleveland, OH - 145,835.23 1,284,967.32 Chelsea Square Redmond, WA - 3,397,100.00 9,289,074.04 Cherry Creek I,II,&III (TN) Hermitage, TN - 2,942,345.09 45,719,244.89 Cherry Glen I Indianapolis, IN 3,132,073.76 335,595.73 2,957,360.11 Cherry Hill Seattle, WA - 700,100.00 6,300,112.11 Cherry Tree Baltimore, MD - 352,002.83 3,101,016.51 Chestnut Glen Abington, MA 7,202,981.42 1,178,964.91 7,889,995.96 Chestnut Hills Tacoma, WA - 756,300.00 6,806,634.86 Chicksaw Crossing Orlando, FL 11,698,916.38 2,044,000.00 12,366,832.33 Chimneys Charlotte, NC - 907,100.00 8,154,673.96 Cierra Crest Denver, CO 21,906,581.51 4,803,100.00 34,894,897.55 Cimarron Ridge Denver, CO - 1,591,100.00 14,320,031.12 Claire Point Jacksonville, FL - 2,048,000.00 14,649,393.06 Clarion Decatur, GA - 1,504,300.00 13,537,919.35 Clarys Crossing Columbia, MD - 891,000.00 15,489,720.93 Classic, The Stamford, CT - 2,883,500.00 19,928,775.70 Clearlake Pines II Melbourne, FL 880,893.31 119,279.73 1,050,834.38 Clearview I Indianapolis, IN 12,735.41 182,205.53 1,605,429.32 Clearview II Indianapolis, IN - 226,963.05 1,999,791.79 Clearwater Cleveland, OH 1,026,844.61 128,303.10 1,130,691.12 Cloisters on the Green Lexington, KY - 187,074.00 1,746,721.00 Club at Tanasbourne Hillsboro, OR 10,639,745.50 3,521,300.00 16,257,934.39 Club at the Green Beaverton, OR - 2,030,950.00 12,616,747.23 Coach Lantern Scarborough, ME - 452,900.00 4,405,723.00 Coachlight Village Agawam, MA 2,096,516.00 501,725.60 3,357,702.09 Coachman Trails Plymouth, MN 6,423,934.20 1,227,000.00 9,518,380.81 Coconut Palm Club Coconut Creek, GA - 3,001,700.00 17,678,928.33 Colinas Pointe Denver, CO (E) 1,587,400.00 14,285,902.00 Collier Ridge Atlanta, GA - 5,100,000.00 20,425,822.03 Colonial Village Plainville,CT 3,584,186.00 693,575.43 4,641,620.16 Colony Place Fort Myers, FL - 1,500,000.00 20,920,274.21 Colony Woods Birmingham, AL - 1,657,300.00 21,787,685.65 Concord Square Cincinnati, OH - 121,508.51 1,070,622.37 Concord Square (IN) Kokomo, IN - 123,246.64 1,085,962.20 Concord Square I (OH) Mansfield, OH 1,221,962.25 164,124.19 1,446,312.98 Conway Court Roslindale, MA 488,048.18 101,451.21 678,942.72 Conway Station Orlando, FL - 1,936,000.00 10,852,858.15 Copper Canyon Denver, CO - 1,443,000.00 16,251,113.68 Copper Creek Phoenix, AZ - 1,017,400.00 9,148,067.60 Copper Terrace Orlando, FL - 1,200,000.00 17,887,868.22 Copperfield San Antonio, TX - 791,200.00 7,121,171.12 Country Brook Chandler, AZ (M) 1,505,219.00 29,542,534.77 Country Club Place (FL) Pembroke Pines, FL - 912,000.00 10,016,543.20 Country Club Village Seattle, WA - 1,150,500.00 10,352,178.59 Country Club Woods Mobile, AL (V) 4,147,233.33 230,090.89 5,690,813.12 Country Gables Beaverton, OR 8,033,082.73 2,780,500.00 14,219,449.24 Country Place Birmingham, AL (V) 1,812,321.66 75,562.14 1,856,104.11 Country Ridge Farmington Hills, MI (S) 1,621,950.00 14,596,964.22 Countryside I Daytona Beach, FL - 136,664.58 1,204,163.85 Countryside II Daytona Beach, FL - 234,633.36 2,067,375.58 Countryside III (REIT) Daytona Beach, FL 419,196.86 80,000.00 719,868.20 Countryside Manor Atlanta, GA - 298,186.45 2,627,347.60 Coventry at Cityview Fort Worth, TX - 2,160,000.00 23,072,847.21 Creekside (San Mateo) San Mateo, CA 13,996,557.38 9,606,600.00 21,193,231.54 Creekside Homes at Legacy Plano. TX - 4,560,000.00 32,275,747.98 Creekside Village Mountlake Terrace, WA 14,479,958.35 2,807,600.00 25,270,593.68 Creekwood Charlotte, NC - 1,861,700.00 16,740,568.56 Crescent at Cherry Creek Denver, CO (E) 2,594,000.00 15,149,469.76 Cross Creek Charlotte, NC 12,539,982.86 3,151,600.00 20,295,924.81 Crosswinds St. Petersburg, FL - 1,561,200.00 5,756,821.52 Crown Court Phoenix, AZ 14,787,000.00 3,156,600.00 28,414,599.11 Crystal Creek Phoenix, AZ - 953,500.00 8,581,704.26 Crystal Village Attleboro, MA - 1,369,000.00 4,989,028.15
Cost Capitalized Subsequent to Gross Amount Carried Acquisition at Close of Description (Improvements, net) (H) Period 12/31/00 ----------------------------------------------------------------------------------------------------------------------------------- Building & Building & Apartment Name Location Land Fixtures Land Fixtures (A) ----------------------------------------------------------------------------------------------------------------------------------- Cedargate II (KY) Louisville, KY - 29,995.88 140,895.00 1,271,434.40 Cedargate II (OH) Columbus, OH - 61,004.46 87,618.08 832,916.22 Cedars, The Charlotte, NC - 591,956.18 2,028,179.00 18,817,380.42 Cedarwood (OH) Parkersburg, OH - 17,098.50 23,915.92 227,823.85 Cedarwood I (Bel) Parkersburg, OH - 19,718.93 82,081.62 742,168.42 Cedarwood I (FL) Ocala, FL - 36,061.05 119,469.60 1,088,718.42 Cedarwood I (IN) Elkhart, IN - 70,534.05 251,744.93 2,288,660.25 Cedarwood I (KY) Lexington, KY - 40,053.43 106,680.72 979,927.87 Cedarwood II (FL) Ocala, FL - 18,255.67 98,372.48 885,024.44 Cedarwood II (KY) Lexington, KY - 21,923.41 106,724.20 962,279.92 Cedarwood III (KY) Lexington, KY - 32,181.21 102,491.11 934,840.60 Celebration Westchase Houston, TX - 1,157,983.47 2,204,690.00 7,825,943.20 Centre Club Ontario, CA - 16,435.85 7,436,000.00 23,509,002.68 Centre Lake III Miami, FL - 71,800.08 685,601.35 6,111,779.13 Champion Oaks Houston, TX - 796,949.58 931,900.00 9,186,343.35 Champions Club Glen Allen, VA - 375,582.25 954,000.00 12,792,749.58 Chandler Court Chandler, AZ - 1,493,522.43 1,353,100.00 13,668,695.02 Chantecleer Lakes Naperville, IL - 557,358.98 6,689,400.00 16,889,638.02 Chaparral Largo, FL - 3,326,216.56 303,099.55 9,587,554.52 Chardonnay Park Redmond, WA - 274,756.08 1,297,500.00 6,983,848.70 Charing Cross Toledo, OH - 8,311.08 154,584.44 1,370,368.46 Charter Club Everett, WA - 383,651.80 1,001,100.00 9,395,956.47 Chartwell Court Houston, TX - 218,648.56 1,215,700.00 13,020,503.68 Chatelaine Park Duluth, GA - 195,945.35 1,818,000.00 24,685,616.73 Chatham Wood High Point, NC - 208,077.16 700,000.00 8,519,960.88 Chelsea Court Cleveland, OH - 22,789.81 145,835.23 1,307,757.13 Chelsea Square Redmond, WA - 123,252.55 3,397,100.00 9,412,326.59 Cherry Creek I,II,&III (TN) Hermitage, TN - 151,605.34 2,942,345.09 45,870,850.23 Cherry Glen I Indianapolis, IN - 169,076.79 335,595.73 3,126,436.90 Cherry Hill Seattle, WA - 142,641.00 700,100.00 6,442,753.11 Cherry Tree Baltimore, MD - 122,441.51 352,002.83 3,223,458.02 Chestnut Glen Abington, MA - 9,692.16 1,178,964.91 7,899,688.12 Chestnut Hills Tacoma, WA - 311,039.26 756,300.00 7,117,674.12 Chicksaw Crossing Orlando, FL - 218,389.39 2,044,000.00 12,585,221.72 Chimneys Charlotte, NC - 511,002.88 907,100.00 8,665,676.84 Cierra Crest Denver, CO - 333,103.85 4,803,100.00 35,228,001.40 Cimarron Ridge Denver, CO - 1,083,900.26 1,591,100.00 15,403,931.38 Claire Point Jacksonville, FL - 395,649.99 2,048,000.00 15,045,043.05 Clarion Decatur, GA - 229,495.31 1,504,300.00 13,767,414.66 Clarys Crossing Columbia, MD - 277,547.30 891,000.00 15,767,268.23 Classic, The Stamford, CT - 747,631.02 2,883,500.00 20,676,406.72 Clearlake Pines II Melbourne, FL - 45,853.03 119,279.73 1,096,687.41 Clearview I Indianapolis, IN - 58,260.38 182,205.53 1,663,689.70 Clearview II Indianapolis, IN - 46,434.52 226,963.05 2,046,226.31 Clearwater Cleveland, OH - 27,288.50 128,303.10 1,157,979.62 Cloisters on the Green Lexington, KY - 2,461,210.20 187,074.00 4,207,931.20 Club at Tanasbourne Hillsboro, OR - 1,235,718.27 3,521,300.00 17,493,652.66 Club at the Green Beaverton, OR - 697,289.35 2,030,950.00 13,314,036.58 Coach Lantern Scarborough, ME - 225,678.05 452,900.00 4,631,401.05 Coachlight Village Agawam, MA - 2,685.20 501,725.60 3,360,387.29 Coachman Trails Plymouth, MN - 351,378.45 1,227,000.00 9,869,759.26 Coconut Palm Club Coconut Creek, GA - 429,165.30 3,001,700.00 18,108,093.63 Colinas Pointe Denver, CO - 374,699.66 1,587,400.00 14,660,601.66 Collier Ridge Atlanta, GA - 1,223,125.32 5,100,000.00 21,648,947.35 Colonial Village Plainville,CT - 5,122.06 693,575.43 4,646,742.22 Colony Place Fort Myers, FL - 291,861.31 1,500,000.00 21,212,135.52 Colony Woods Birmingham, AL - 200,607.63 1,657,300.00 21,988,293.28 Concord Square Cincinnati, OH - 33,581.82 121,508.51 1,104,204.19 Concord Square (IN) Kokomo, IN - 21,263.26 123,246.64 1,107,225.46 Concord Square I (OH) Mansfield, OH - 57,113.00 164,124.19 1,503,425.98 Conway Court Roslindale, MA - 2,028.98 101,451.21 680,971.70 Conway Station Orlando, FL - 212,815.27 1,936,000.00 11,065,673.42 Copper Canyon Denver, CO - 41,515.65 1,443,000.00 16,292,629.33 Copper Creek Phoenix, AZ - 433,569.62 1,017,400.00 9,581,637.22 Copper Terrace Orlando, FL - 665,317.20 1,200,000.00 18,553,185.42 Copperfield San Antonio, TX - 613,684.11 791,200.00 7,734,855.23 Country Brook Chandler, AZ - 498,599.30 1,505,219.00 30,041,134.07 Country Club Place (FL) Pembroke Pines, FL - 403,252.99 912,000.00 10,419,796.19 Country Club Village Seattle, WA - 584,688.24 1,150,500.00 10,936,866.83 Country Club Woods Mobile, AL (V) - 184,240.84 230,090.89 5,875,053.96 Country Gables Beaverton, OR - 703,177.87 2,780,500.00 14,922,627.11 Country Place Birmingham, AL (V) - 70,910.48 75,562.14 1,927,014.59 Country Ridge Farmington Hills, MI - 790,270.75 1,621,950.00 15,387,234.97 Countryside I Daytona Beach, FL - 101,061.69 136,664.58 1,305,225.54 Countryside II Daytona Beach, FL - 44,078.54 234,633.36 2,111,454.12 Countryside III (REIT) Daytona Beach, FL - - 80,000.00 719,868.20 Countryside Manor Atlanta, GA - 89,683.22 298,186.45 2,717,030.82 Coventry at Cityview Fort Worth, TX - 207,277.66 2,160,000.00 23,280,124.87 Creekside (San Mateo) San Mateo, CA - 309,988.72 9,606,600.00 21,503,220.26 Creekside Homes at Legacy Plano. TX - 155,322.54 4,560,000.00 32,431,070.52 Creekside Village Mountlake Terrace, WA - 1,697,502.59 2,807,600.00 26,968,096.27 Creekwood Charlotte, NC - 517,512.15 1,861,700.00 17,258,080.71 Crescent at Cherry Creek Denver, CO - 315,869.26 2,594,000.00 15,465,339.02 Cross Creek Charlotte, NC - 384,218.08 3,151,600.00 20,680,142.89 Crosswinds St. Petersburg, FL - 607,583.12 1,561,200.00 6,364,404.64 Crown Court Phoenix, AZ - 1,174,835.12 3,156,600.00 29,589,434.23 Crystal Creek Phoenix, AZ - 895,180.95 953,500.00 9,476,885.21 Crystal Village Attleboro, MA - 475,113.47 1,369,000.00 5,464,141.62
Life Used to Description Compute -------------------------------------------------------------------------------------------------------------------- Depreciation in Accumulated Date of Latest Income Apartment Name Location Total (B) Depreciation Construction Statement (C) ---------------------------------------------------------------------------------------------------------------------------------- Cedargate II (KY) Louisville, KY 1,412,329.40 (60,133.51) 1986 30 Years Cedargate II (OH) Columbus, OH 920,534.30 (41,739.18) 1983 30 Years Cedars, The Charlotte, NC 20,845,559.42 (2,025,583.48) 1983 30 Years Cedarwood (OH) Parkersburg, OH 251,739.77 (13,681.77) 1982 30 Years Cedarwood I (Bel) Parkersburg, OH 824,250.04 (36,427.36) 1980 30 Years Cedarwood I (FL) Ocala, FL 1,208,188.02 (53,164.09) 1978 30 Years Cedarwood I (IN) Elkhart, IN 2,540,405.18 (106,297.46) 1983/84 30 Years Cedarwood I (KY) Lexington, KY 1,086,608.59 (48,848.84) 1984 30 Years Cedarwood II (FL) Ocala, FL 983,396.92 (41,422.62) 1980 30 Years Cedarwood II (KY) Lexington, KY 1,069,004.12 (47,778.10) 1986 30 Years Cedarwood III (KY) Lexington, KY 1,037,331.71 (46,371.02) 1986 30 Years Celebration Westchase Houston, TX 10,030,633.20 (2,588,077.85) 1979 30 Years Centre Club Ontario, CA 30,945,002.68 (139,558.36) 1994 30 Years Centre Lake III Miami, FL 6,797,380.48 (283,679.67) 1986 30 Years Champion Oaks Houston, TX 10,118,243.35 (2,314,712.03) 1984 30 Years Champions Club Glen Allen, VA 13,746,749.58 (1,052,971.85) 1988 30 Years Chandler Court Chandler, AZ 15,021,795.02 (2,707,321.97) 1987 30 Years Chantecleer Lakes Naperville, IL 23,579,038.02 (2,090,438.54) 1986 30 Years Chaparral Largo, FL 9,890,654.07 (7,192,085.17) 1976 30 Years Chardonnay Park Redmond, WA 8,281,348.70 (864,442.79) 1982-1989 30 Years Charing Cross Toledo, OH 1,524,952.90 (64,446.09) 1978 30 Years Charter Club Everett, WA 10,397,056.47 (2,402,919.69) 1991 30 Years Chartwell Court Houston, TX 14,236,203.68 (1,453,688.10) 1995 30 Years Chatelaine Park Duluth, GA 26,503,616.73 (1,956,214.20) 1995 30 Years Chatham Wood High Point, NC 9,219,960.88 (734,035.81) 1986 30 Years Chelsea Court Cleveland, OH 1,453,592.36 (61,944.63) 1981 30 Years Chelsea Square Redmond, WA 12,809,426.59 (850,997.35) 1991 30 Years Cherry Creek I,II,&III (TN) Hermitage, TN 48,813,195.32 (2,919,972.84) 1986/96 30 Years Cherry Glen I Indianapolis, IN 3,462,032.63 (153,650.48) 1986/87 30 Years Cherry Hill Seattle, WA 7,142,853.11 (859,856.97) 1991 30 Years Cherry Tree Baltimore, MD 3,575,460.85 (145,952.21) 1986 30 Years Chestnut Glen Abington, MA 9,078,653.03 (47,444.00) 1983 30 Years Chestnut Hills Tacoma, WA 7,873,974.12 (996,760.58) 1991 30 Years Chicksaw Crossing Orlando, FL 14,629,221.72 (1,068,352.32) 1986 30 Years Chimneys Charlotte, NC 9,572,776.84 (1,154,779.40) 1974 30 Years Cierra Crest Denver, CO 40,031,101.40 (3,865,506.34) 1996 30 Years Cimarron Ridge Denver, CO 16,995,031.38 (2,293,299.96) 1984 30 Years Claire Point Jacksonville, FL 17,093,043.05 (1,246,253.73) 1986 30 Years Clarion Decatur, GA 15,271,714.66 (1,625,075.60) 1990 30 Years Clarys Crossing Columbia, MD 16,658,268.23 (1,261,692.70) 1984 30 Years Classic, The Stamford, CT 23,559,906.72 (2,368,910.33) 1990 30 Years Clearlake Pines II Melbourne, FL 1,215,967.14 (52,223.29) 1985 30 Years Clearview I Indianapolis, IN 1,845,895.23 (80,266.55) 1986 30 Years Clearview II Indianapolis, IN 2,273,189.36 (96,736.05) 1987 30 Years Clearwater Cleveland, OH 1,286,282.72 (54,125.55) 1986 30 Years Cloisters on the Green Lexington, KY 4,395,005.20 (3,244,511.96) 1974 30 Years Club at Tanasbourne Hillsboro, OR 21,014,952.66 (2,490,557.45) 1990 30 Years Club at the Green Beaverton, OR 15,344,986.58 (1,953,730.80) 1991 30 Years Coach Lantern Scarborough, ME 5,084,301.05 (503,155.70) 1971/1981 30 Years Coachlight Village Agawam, MA 3,862,112.89 (21,098.00) 1967 30 Years Coachman Trails Plymouth, MN 11,096,759.26 (903,829.70) 1987 30 Years Coconut Palm Club Coconut Creek, GA 21,109,793.63 (1,751,918.14) 1992 30 Years Colinas Pointe Denver, CO 16,248,001.66 (1,977,966.70) 1986 30 Years Collier Ridge Atlanta, GA 26,748,947.35 (1,286,771.44) (X) 30 Years Colonial Village Plainville,CT 5,340,317.65 (28,676.00) 1968 30 Years Colony Place Fort Myers, FL 22,712,135.52 (1,718,530.44) 1991 30 Years Colony Woods Birmingham, AL 23,645,593.28 (1,989,688.91) 1991/1994 30 Years Concord Square Cincinnati, OH 1,225,712.70 (51,529.76) 1982 30 Years Concord Square (IN) Kokomo, IN 1,230,472.10 (53,399.92) 1983 30 Years Concord Square I (OH) Mansfield, OH 1,667,550.17 (71,982.28) 1981/83 30 Years Conway Court Roslindale, MA 782,422.91 (4,550.00) 1920 30 Years Conway Station Orlando, FL 13,001,673.42 (932,673.54) 1987 30 Years Copper Canyon Denver, CO 17,735,629.33 (1,045,624.60) 1999 30 Years Copper Creek Phoenix, AZ 10,599,037.22 (1,292,939.16) 1984 30 Years Copper Terrace Orlando, FL 19,753,185.42 (1,532,987.44) 1989 30 Years Copperfield San Antonio, TX 8,526,055.23 (1,226,910.82) 1984 30 Years Country Brook Chandler, AZ 31,546,353.07 (3,294,941.96) 1986-1996 30 Years Country Club Place (FL) Pembroke Pines, FL 11,331,796.19 (890,970.26) 1987 30 Years Country Club Village Seattle, WA 12,087,366.83 (1,464,111.23) 1991 30 Years Country Club Woods Mobile, AL (V) 6,105,144.85 (245,096.00) 1975 30 Years Country Gables Beaverton, OR 17,703,127.11 (2,200,929.08) 1991 30 Years Country Place Birmingham, AL (V) 2,002,576.73 (79,914.00) 1978 30 Years Country Ridge Farmington Hills, MI 17,009,184.97 (2,742,554.88) 1986 30 Years Countryside I Daytona Beach, FL 1,441,890.12 (63,328.89) 1982 30 Years Countryside II Daytona Beach, FL 2,346,087.48 (100,767.81) 1982 30 Years Countryside III (REIT) Daytona Beach, FL 799,868.20 - 1983 30 Years Countryside Manor Atlanta, GA 3,015,217.27 (128,658.03) 1985 30 Years Coventry at Cityview Fort Worth, TX 25,440,124.87 (1,863,314.73) 1996 30 Years Creekside (San Mateo) San Mateo, CA 31,109,820.26 (1,901,038.32) 1985 30 Years Creekside Homes at Legacy Plano. TX 36,991,070.52 (2,545,602.28) 1998 30 Years Creekside Village Mountlake Terrace, WA 29,775,696.27 (6,267,859.26) 1987 30 Years Creekwood Charlotte, NC 19,119,780.71 (2,139,767.45) 1987-1990 30 Years Crescent at Cherry Creek Denver, CO 18,059,339.02 (1,782,287.53) 1994 30 Years Cross Creek Charlotte, NC 23,831,742.89 (1,973,501.78) 1989 30 Years Crosswinds St. Petersburg, FL 7,925,604.64 (969,179.26) 1986 30 Years Crown Court Phoenix, AZ 32,746,034.23 (4,014,305.64) 1987 30 Years Crystal Creek Phoenix, AZ 10,430,385.21 (2,184,854.42) 1985 30 Years Crystal Village Attleboro, MA 6,833,141.62 (619,103.30) 1974 30 Years
S-3
Initial Cost to Description Company ------------------------------------------------------------------------------------------------------------------------------ Building & Apartment Name Location Encumbrances Land Fixtures ------------------------------------------------------------------------------------------------------------------------------ Cypress Panama City, FL 1,402,092.29 171,882.34 1,514,635.71 Cypress Point Las Vegas, NV - 959,690.00 8,636,550.62 Daniel Court Cincinnati, OH 2,309,761.74 334,100.71 2,943,516.33 Dartmouth Place I Akron, OH - 151,770.96 1,337,421.54 Dartmouth Place II Akron, OH - 130,101.56 1,146,336.54 Dartmouth Woods Denver, CO (S) 1,609,800.00 10,832,754.24 Dean Estates Taunton, MA - 498,079.65 3,333,302.26 Dean Estates II Cranston, RI 1,225,289.00 308,456.89 2,064,288.38 Deerbrook Jacksonville, FL - 1,008,000.00 8,845,716.24 Deerwood (Corona) Corona, CA - 4,742,200.00 20,272,892.01 Deerwood (FL) Orlando, FL 862,543.84 114,948.15 1,012,818.51 Deerwood (SD) San Diego, CA - 2,082,095.00 18,740,815.37 Deerwood Meadows Greensboro, NC - 986,743.00 7,204,361.73 Defoor Village Atlanta, GA - 2,966,400.00 10,570,210.33 Desert Park Las Vegas, NV - 1,085,400.00 9,768,418.53 Desert Sands Phoenix, AZ - 1,481,050.00 13,386,812.73 Dogwood Glen I Indianpolis, IN 1,733,788.55 240,854.78 2,122,193.09 Dogwood Glen II Indianpolis, IN 1,342,655.98 202,396.77 1,783,336.09 Dos Caminos Phoenix, AZ - 1,727,900.00 15,567,778.26 Dover Place I Cleveland, OH - 244,293.77 2,152,494.39 Dover Place II Cleveland, OH 1,605,285.60 230,895.36 2,034,241.71 Dover Place III Cleveland, OH 760,658.42 119,835.15 1,055,878.24 Dover Place IV Cleveland, OH 1,847,313.29 261,911.97 2,307,729.91 Driftwood Jacksonville, FL 346,205.63 126,357.35 1,113,430.46 Duraleigh Woods Raleigh, NC - 1,629,000.00 19,917,749.59 Eagle Canyon Chino Hills, CA - 1,808,900.00 16,274,360.96 East Pointe Charlotte, NC 9,151,939.10 1,365,900.00 12,295,246.21 Edgewood Woodinville, WA 5,631,077.37 1,070,100.00 9,632,980.07 Elmtree Park I Indianpolis, IN 1,468,159.57 157,687.17 1,389,620.78 Elmtree Park II Indianpolis, IN 922,884.14 114,114.14 1,005,454.90 Elmwood (GA) Atlanta, GA - 183,756.45 1,619,094.62 Elmwood I (FL) W. Palm Beach, FL 316,201.53 163,388.66 1,439,632.14 Elmwood II (FL) W. Palm Beach, FL 1,321,339.77 179,743.41 1,582,960.29 Emerald Bay Winter Park, FL - 2,161,600.00 13,550,795.65 Emerald Place Bermuda Dunes, CA - 956,500.00 8,609,599.40 Emerson Place Combined Boston, MA - 14,855,000.00 57,566,635.65 Enclave, The Tempe, AZ (N) 1,500,192.00 19,281,398.59 English Hills Charlotte, NC - 1,260,000.00 12,554,291.22 Esprit Del Sol Solana Beach, CA - 5,111,200.00 11,910,438.14 Essex Place Overland Park, KS - 1,835,400.00 16,513,585.66 Essex Place (FL) Tampa, FL - 1,188,000.00 7,106,384.37 Estate at Quarry Lake Austin, TX 12,358,660.27 1,963,000.00 18,972,536.69 Ethans Glen III Kansas City, MO 2,364,258.00 246,500.00 2,223,049.34 Ethans Ridge I Kansas City, MO 16,216,607.00 1,948,300.00 17,573,969.73 Ethans Ridge II Kansas City, MO 10,981,324.00 1,468,134.66 13,183,141.26 Fairfield Combined Stamford, CT - 6,510,200.00 39,508,185.06 Fairland Gardens Silver Spring, MD - 6,000,000.00 19,993,773.44 Falls Tampa, FL - 1,440,000.00 8,445,777.54 Farmington Gates Germantown, TN - 973,797.81 8,786,179.80 Farnham Park Houston, TX 11,241,123.26 1,512,600.00 14,233,759.62 Fernbrook Townhomes Plymouth, MN 5,157,224.67 580,100.00 6,683,692.61 Fielder Crossing Arlington, TX 3,335,991.59 718,100.00 3,933,387.18 Firdale Village Seattle, WA - 2,279,400.00 20,496,048.82 Fireside Park Rockville, MD 8,602,299.91 4,248,000.00 10,126,974.37 Forest Glen Pensacola, FL - 161,548.49 1,423,618.28 Forest Place Tampa, FL 10,556,952.65 1,708,000.00 8,612,028.53 Forest Ridge I & II Arlington, TX 16,541,000.00 2,362,700.00 21,263,294.52 Forest Valley San Antonio, TX - 590,000.00 5,310,327.86 Forest Village Macon, GA 1,138,943.58 224,021.80 1,973,876.21 Forsythia Court (KY) Louisville, KY 1,900,342.07 279,450.32 2,462,186.82 Forsythia Court (MD) Baltimore, MD 2,062,182.47 251,955.21 2,220,099.99 Forsythia Court II (MD) Baltimore, MD - 239,833.55 2,113,338.95 Fountain Creek Phoenix, AZ - 686,500.00 6,177,919.79 Fountain Place I Eden Prairie, MN 24,653,106.00 2,405,068.29 21,694,116.90 Fountain Place II Eden Prairie, MN 12,600,000.00 1,231,349.55 11,095,333.38 Fountainhead I San Antonio, TX (Q) 1,205,816.00 5,201,498.49 Fountainhead II San Antonio, TX (Q) 1,205,817.00 4,530,794.57 Fountainhead III San Antonio, TX (Q) 1,205,816.00 4,399,092.50 Fountains at Flamingo Las Vegas, NV 15,384,000.00 3,183,100.00 28,650,075.52 Four Lakes Lisle, IL 10,344,569.26 2,465,000.00 13,091,598.96 Four Lakes 5 Lisle, IL (Q) 600,000.00 18,717,932.75 Four Winds Fall River, MA 6,004,919.00 1,370,842.90 9,174,102.51 Fox Hill Apartments Enfield, CT 5,553,940.00 1,129,018.28 7,555,737.69 Fox Hill Commons Vernon, CT 2,195,541.00 478,502.81 3,202,288.02 Fox Run (WA) Federal Way, WA - 639,700.00 5,765,017.82 Foxchase Grand Prairie, TX - 781,700.00 7,621,195.71 Foxcroft Scarborough, ME - 523,400.00 4,527,408.97 Foxhaven Canton, OH 1,784,797.60 256,820.91 2,263,172.10 Foxton (MI) Detriot, MI 881,737.75 156,362.50 1,377,823.99 Foxton II (OH) Dayton, OH 1,357,189.73 165,805.54 1,460,832.47 Garden Court Detriot, MI 2,095,990.70 351,531.69 3,096,890.33 Garden Lake Riverdale, GA - 1,466,900.00 13,186,716.06 Garden Terrace I Tampa, FL 582,397.85 93,143.89 820,699.22 Garden Terrace II Tampa, FL 665,597.34 97,119.68 855,730.21 Gatehouse at Pine Lake Plantation , FL - 1,896,600.00 17,070,794.56 Gatehouse on the Green Pembroke Pines, FL - 2,228,200.00 20,056,270.22 Gates at Carlson Center Minnetonka, MN (O) 4,355,200.00 23,802,816.77 Gates of Redmond Redmond, WA 6,100,759.92 2,306,100.00 12,080,659.89 Cost Capitalized Subsequent to Gross Amount Carried Acquisition at Close of Description (Improvements, net) (H) Period 12/31/00 ------------------------------------------------------------------------------------------------------------------- Building & Building & Apartment Name Location Land Fixtures Land Fixtures (A) ------------------------------------------------------------------------------------------------------------------- Cypress Panama City, FL - 57,139.32 171,882.34 1,571,775.03 Cypress Point Las Vegas, NV - 815,887.20 959,690.00 9,452,437.82 Daniel Court Cincinnati, OH - 273,179.36 334,100.71 3,216,695.69 Dartmouth Place I Akron, OH - 30,222.28 151,770.96 1,367,643.82 Dartmouth Place II Akron, OH - 19,138.47 130,101.56 1,165,475.01 Dartmouth Woods Denver, CO - 389,959.68 1,609,800.00 11,222,713.92 Dean Estates Taunton, MA - 4,270.12 498,079.65 3,337,572.38 Dean Estates II Cranston, RI - 1,121.90 308,456.89 2,065,410.28 Deerbrook Jacksonville, FL - 326,921.28 1,008,000.00 9,172,637.52 Deerwood (Corona) Corona, CA - 624,157.40 4,742,200.00 20,897,049.41 Deerwood (FL) Orlando, FL - 38,836.84 114,948.15 1,051,655.35 Deerwood (SD) San Diego, CA - 3,283,606.74 2,082,095.00 22,024,422.11 Deerwood Meadows Greensboro, NC - 790,236.83 986,743.00 7,994,598.56 Defoor Village Atlanta, GA - 149,747.73 2,966,400.00 10,719,958.06 Desert Park Las Vegas, NV - 784,886.68 1,085,400.00 10,553,305.21 Desert Sands Phoenix, AZ - 1,146,127.19 1,481,050.00 14,532,939.92 Dogwood Glen I Indianpolis, IN - 104,067.38 240,854.78 2,226,260.47 Dogwood Glen II Indianpolis, IN - 96,205.71 202,396.77 1,879,541.80 Dos Caminos Phoenix, AZ - 781,854.33 1,727,900.00 16,349,632.59 Dover Place I Cleveland, OH - 41,689.79 244,293.77 2,194,184.18 Dover Place II Cleveland, OH - 16,537.48 230,895.36 2,050,779.19 Dover Place III Cleveland, OH - 5,787.20 119,835.15 1,061,665.44 Dover Place IV Cleveland, OH - 16,836.97 261,911.97 2,324,566.88 Driftwood Jacksonville, FL - 38,246.25 126,357.35 1,151,676.71 Duraleigh Woods Raleigh, NC - 1,217,285.21 1,629,000.00 21,135,034.80 Eagle Canyon Chino Hills, CA - 505,178.02 1,808,900.00 16,779,538.98 East Pointe Charlotte, NC - 1,295,103.10 1,365,900.00 13,590,349.31 Edgewood Woodinville, WA - 593,669.24 1,070,100.00 10,226,649.31 Elmtree Park I Indianpolis, IN - 68,332.06 157,687.17 1,457,952.84 Elmtree Park II Indianpolis, IN - 59,442.94 114,114.14 1,064,897.84 Elmwood (GA) Atlanta, GA - 49,146.76 183,756.45 1,668,241.38 Elmwood I (FL) W. Palm Beach, FL - 24,230.57 163,388.66 1,463,862.71 Elmwood II (FL) W. Palm Beach, FL - 25,522.26 179,743.41 1,608,482.55 Emerald Bay Winter Park, FL - 1,066,348.80 2,161,600.00 14,617,144.45 Emerald Place Bermuda Dunes, CA - 716,359.33 956,500.00 9,325,958.73 Emerson Place Combined Boston, MA - 2,746,917.33 14,855,000.00 60,313,552.98 Enclave, The Tempe, AZ - 184,583.64 1,500,192.00 19,465,982.23 English Hills Charlotte, NC - 366,191.29 1,260,000.00 12,920,482.51 Esprit Del Sol Solana Beach, CA - 295,819.48 5,111,200.00 12,206,257.62 Essex Place Overland Park, KS - 2,618,384.73 1,835,400.00 19,131,970.39 Essex Place (FL) Tampa, FL - 341,803.18 1,188,000.00 7,448,187.55 Estate at Quarry Lake Austin, TX - 368,901.49 1,963,000.00 19,341,438.18 Ethans Glen III Kansas City, MO - 115,888.22 246,500.00 2,338,937.56 Ethans Ridge I Kansas City, MO - 896,325.40 1,948,300.00 18,470,295.13 Ethans Ridge II Kansas City, MO - 489,299.40 1,468,134.66 13,672,440.66 Fairfield Combined Stamford, CT - 311,032.95 6,510,200.00 39,819,218.01 Fairland Gardens Silver Spring, MD - 565,853.27 6,000,000.00 20,559,626.71 Falls Tampa, FL - 385,700.09 1,440,000.00 8,831,477.63 Farmington Gates Germantown, TN - 563,297.26 973,797.81 9,349,477.06 Farnham Park Houston, TX - 227,429.18 1,512,600.00 14,461,188.80 Fernbrook Townhomes Plymouth, MN - 190,594.74 580,100.00 6,874,287.35 Fielder Crossing Arlington, TX - 72,395.93 718,100.00 4,005,783.11 Firdale Village Seattle, WA - 632,442.04 2,279,400.00 21,128,490.86 Fireside Park Rockville, MD - 227,462.36 4,248,000.00 10,354,436.73 Forest Glen Pensacola, FL - 110,573.74 161,548.49 1,534,192.02 Forest Place Tampa, FL - 318,930.26 1,708,000.00 8,930,958.79 Forest Ridge I & II Arlington, TX - 1,509,604.07 2,362,700.00 22,772,898.59 Forest Valley San Antonio, TX - 341,101.16 590,000.00 5,651,429.02 Forest Village Macon, GA - 39,864.69 224,021.80 2,013,740.90 Forsythia Court (KY) Louisville, KY - 54,439.58 279,450.32 2,516,626.40 Forsythia Court (MD) Baltimore, MD - 116,632.09 251,955.21 2,336,732.08 Forsythia Court II (MD) Baltimore, MD - 104,610.70 239,833.55 2,217,949.65 Fountain Creek Phoenix, AZ - 729,068.97 686,500.00 6,906,988.76 Fountain Place I Eden Prairie, MN - 590,251.12 2,405,068.29 22,284,368.02 Fountain Place II Eden Prairie, MN - 232,631.03 1,231,349.55 11,327,964.41 Fountainhead I San Antonio, TX - 138,558.30 1,205,816.00 5,340,056.79 Fountainhead II San Antonio, TX - 739,020.99 1,205,817.00 5,269,815.56 Fountainhead III San Antonio, TX - 789,443.57 1,205,816.00 5,188,536.07 Fountains at Flamingo Las Vegas, NV - 1,044,927.95 3,183,100.00 29,695,003.47 Four Lakes Lisle, IL - 10,098,878.81 2,465,000.00 23,190,477.77 Four Lakes 5 Lisle, IL - 1,481,524.91 600,000.00 20,199,457.66 Four Winds Fall River, MA - 12,003.74 1,370,842.90 9,186,106.25 Fox Hill Apartments Enfield, CT - 10,912.53 1,129,018.28 7,566,650.22 Fox Hill Commons Vernon, CT - 13,355.87 478,502.81 3,215,643.89 Fox Run (WA) Federal Way, WA - 630,834.03 639,700.00 6,395,851.85 Foxchase Grand Prairie, TX - 650,585.21 781,700.00 8,271,780.92 Foxcroft Scarborough, ME - 266,502.71 523,400.00 4,793,911.68 Foxhaven Canton, OH - 104,661.54 256,820.91 2,367,833.64 Foxton (MI) Detriot, MI - 34,355.87 156,362.50 1,412,179.86 Foxton II (OH) Dayton, OH - 48,116.22 165,805.54 1,508,948.69 Garden Court Detriot, MI - 56,214.20 351,531.69 3,153,104.53 Garden Lake Riverdale, GA - 417,266.28 1,466,900.00 13,603,982.34 Garden Terrace I Tampa, FL - 59,185.04 93,143.89 879,884.26 Garden Terrace II Tampa, FL - 46,324.10 97,119.68 902,054.31 Gatehouse at Pine Lake Plantation , FL - 670,893.05 1,896,600.00 17,741,687.61 Gatehouse on the Green Pembroke Pines, FL - 1,002,201.45 2,228,200.00 21,058,471.67 Gates at Carlson Center Minnetonka, MN - 826,956.38 4,355,200.00 24,629,773.15 Gates of Redmond Redmond, WA - 341,183.61 2,306,100.00 12,421,843.50 Life Used to Description Compute ------------------------------------------------------------------------------------------------------------------ Depreciation in Accumulated Date of Latest Income Apartment Name Location Total (B) Depreciation Construction Statement (C) --------------------------------------------------------------------------------------------------------------------------------- Cypress Panama City, FL 1,743,657.37 (77,379.90) 1985 30 Years Cypress Point Las Vegas, NV 10,412,127.82 (2,445,343.38) 1989 30 Years Daniel Court Cincinnati, OH 3,550,796.40 (157,900.83) 1985 30 Years Dartmouth Place I Akron, OH 1,519,414.78 (63,614.36) 1982 30 Years Dartmouth Place II Akron, OH 1,295,576.57 (55,035.20) 1986 30 Years Dartmouth Woods Denver, CO 12,832,513.92 (1,525,382.07) 1990 30 Years Dean Estates Taunton, MA 3,835,652.03 (20,129.00) 1984 30 Years Dean Estates II Cranston, RI 2,373,867.17 (12,802.00) 1970 30 Years Deerbrook Jacksonville, FL 10,180,637.52 (789,318.21) 1983 30 Years Deerwood (Corona) Corona, CA 25,639,249.41 (2,540,031.96) 1992 30 Years Deerwood (FL) Orlando, FL 1,166,603.50 (51,371.41) 1982 30 Years Deerwood (SD) San Diego, CA 24,106,517.11 (5,991,111.77) 1990 30 Years Deerwood Meadows Greensboro, NC 8,981,341.56 (2,445,736.09) 1986 30 Years Defoor Village Atlanta, GA 13,686,358.06 (985,629.59) 1997 30 Years Desert Park Las Vegas, NV 11,638,705.21 (2,267,115.01) 1987 30 Years Desert Sands Phoenix, AZ 16,013,989.92 (2,769,398.47) 1982 30 Years Dogwood Glen I Indianpolis, IN 2,467,115.25 (106,117.01) 1986 30 Years Dogwood Glen II Indianpolis, IN 2,081,938.57 (91,021.24) 1987 30 Years Dos Caminos Phoenix, AZ 18,077,532.59 (2,254,573.50) 1983 30 Years Dover Place I Cleveland, OH 2,438,477.95 (100,758.14) 1982 30 Years Dover Place II Cleveland, OH 2,281,674.55 (92,983.92) 1983 30 Years Dover Place III Cleveland, OH 1,181,500.59 (47,542.37) 1983 30 Years Dover Place IV Cleveland, OH 2,586,478.85 (105,086.68) 1986 30 Years Driftwood Jacksonville, FL 1,278,034.06 (57,100.60) 1985 30 Years Duraleigh Woods Raleigh, NC 22,764,034.80 (1,771,142.67) 1987 30 Years Eagle Canyon Chino Hills, CA 18,588,438.98 (2,685,715.31) 1985 30 Years East Pointe Charlotte, NC 14,956,249.31 (3,816,269.04) 1987 30 Years Edgewood Woodinville, WA 11,296,749.31 (2,470,232.12) 1986 30 Years Elmtree Park I Indianpolis, IN 1,615,640.01 (70,373.56) 1986 30 Years Elmtree Park II Indianpolis, IN 1,179,011.98 (53,686.70) 1987 30 Years Elmwood (GA) Atlanta, GA 1,851,997.83 (77,077.48) 1984 30 Years Elmwood I (FL) W. Palm Beach, FL 1,627,251.37 (68,518.72) 1984 30 Years Elmwood II (FL) W. Palm Beach, FL 1,788,225.96 (74,119.20) 1984 30 Years Emerald Bay Winter Park, FL 16,778,744.45 (1,793,867.07) 1972 30 Years Emerald Place Bermuda Dunes, CA 10,282,458.73 (2,558,839.67) 1988 30 Years Emerson Place Combined Boston, MA 75,168,552.98 (5,717,513.24) 1962 30 Years Enclave, The Tempe, AZ 20,966,174.23 (2,098,287.95) 1994 30 Years English Hills Charlotte, NC 14,180,482.51 (1,101,044.71) 1984 30 Years Esprit Del Sol Solana Beach, CA 17,317,457.62 (1,070,870.32) 1986 30 Years Essex Place Overland Park, KS 20,967,370.39 (5,036,719.41) 1970-84 30 Years Essex Place (FL) Tampa, FL 8,636,187.55 (626,018.63) 1989 30 Years Estate at Quarry Lake Austin, TX 21,304,438.18 (1,569,294.85) 1995 30 Years Ethans Glen III Kansas City, MO 2,585,437.56 (283,801.42) 1990 30 Years Ethans Ridge I Kansas City, MO 20,418,595.13 (2,204,175.80) 1988 30 Years Ethans Ridge II Kansas City, MO 15,140,575.32 (1,562,549.23) 1990 30 Years Fairfield Combined Stamford, CT 46,329,418.01 (3,833,282.26) 1996 30 Years Fairland Gardens Silver Spring, MD 26,559,626.71 (1,386,935.40) 1981 30 Years Falls Tampa, FL 10,271,477.63 (773,520.03) 1985 30 Years Farmington Gates Germantown, TN 10,323,274.87 (1,130,759.11) 1976 30 Years Farnham Park Houston, TX 15,973,788.80 (1,532,923.54) 1996 30 Years Fernbrook Townhomes Plymouth, MN 7,454,387.35 (600,078.62) 1993 30 Years Fielder Crossing Arlington, TX 4,723,883.11 (392,831.41) 1980 30 Years Firdale Village Seattle, WA 23,407,890.86 (2,893,109.10) 1986 30 Years Fireside Park Rockville, MD 14,602,436.73 (767,479.83) 1961 30 Years Forest Glen Pensacola, FL 1,695,740.51 (75,745.56) 1986 30 Years Forest Place Tampa, FL 10,638,958.79 (809,543.99) 1985 30 Years Forest Ridge I & II Arlington, TX 25,135,598.59 (4,443,806.40) 1984/85 30 Years Forest Valley San Antonio, TX 6,241,429.02 (841,053.27) 1983 30 Years Forest Village Macon, GA 2,237,762.70 (94,219.73) 1983 30 Years Forsythia Court (KY) Louisville, KY 2,796,076.72 (116,423.33) 1985 30 Years Forsythia Court (MD) Baltimore, MD 2,588,687.29 (106,256.34) 1986 30 Years Forsythia Court II (MD) Baltimore, MD 2,457,783.20 (101,302.14) 1987 30 Years Fountain Creek Phoenix, AZ 7,593,488.76 (1,531,251.51) 1984 30 Years Fountain Place I Eden Prairie, MN 24,689,436.31 (2,546,839.22) 1989 30 Years Fountain Place II Eden Prairie, MN 12,559,313.96 (1,272,571.91) 1989 30 Years Fountainhead I San Antonio, TX 6,545,872.79 (2,755,925.67) 1985/1987 30 Years Fountainhead II San Antonio, TX 6,475,632.56 (2,562,320.07) 1985/1987 30 Years Fountainhead III San Antonio, TX 6,394,352.07 (2,265,036.45) 1985/1987 30 Years Fountains at Flamingo Las Vegas, NV 32,878,103.47 (6,764,316.85) 1989-91 30 Years Four Lakes Lisle, IL 25,655,477.77 (13,438,779.09) 1968/1988* 30 Years Four Lakes 5 Lisle, IL 20,799,457.66 (8,754,906.26) 1968/1988* 30 Years Four Winds Fall River, MA 10,556,949.15 (55,634.00) 1987 30 Years Fox Hill Apartments Enfield, CT 8,695,668.50 (46,643.00) 1974 30 Years Fox Hill Commons Vernon, CT 3,694,146.70 (19,846.00) 1965 30 Years Fox Run (WA) Federal Way, WA 7,035,551.85 (1,684,396.01) 1988 30 Years Foxchase Grand Prairie, TX 9,053,480.92 (1,255,038.02) 1983 30 Years Foxcroft Scarborough, ME 5,317,311.68 (525,633.52) 1977/1979 30 Years Foxhaven Canton, OH 2,624,654.55 (112,048.05) 1986 30 Years Foxton (MI) Detriot, MI 1,568,542.36 (65,645.50) 1983 30 Years Foxton II (OH) Dayton, OH 1,674,754.23 (72,540.41) 1983 30 Years Garden Court Detriot, MI 3,504,636.22 (143,026.07) 1988 30 Years Garden Lake Riverdale, GA 15,070,882.34 (1,691,578.77) 1991 30 Years Garden Terrace I Tampa, FL 973,028.15 (45,666.36) 1981 30 Years Garden Terrace II Tampa, FL 999,173.99 (47,829.76) 1982 30 Years Gatehouse at Pine Lake Plantation , FL 19,638,287.61 (2,764,174.68) 1990 30 Years Gatehouse on the Green Pembroke Pines, FL 23,286,671.67 (3,253,645.27) 1990 30 Years Gates at Carlson Center Minnetonka, MN 28,984,973.15 (2,545,111.72) 1989 30 Years Gates of Redmond Redmond, WA 14,727,943.50 (1,565,488.85) 1979 30 Years
S-4
Initial Cost to Description Company ------------------------------------------------------------------------------------------------------------------------------ Building & Apartment Name Location Encumbrances Land Fixtures ------------------------------------------------------------------------------------------------------------------------------ Gateway Villas Scottsdale, AZ - 1,431,048.00 14,926,832.51 Geary Court Yard San Francisco, CA 17,693,865.00 1,722,400.00 15,471,429.16 Gentian Oaks Columbus, GA 1,172,690.03 169,268.49 1,491,439.86 Georgian Woods Combined (REIT) Wheaton, MD 18,409,976.22 5,038,400.00 28,837,368.82 Glastonbury Center Glastonbury, CT 4,246,238.20 852,606.10 5,705,902.39 Glen Arm Manor Albany, GA 1,148,885.50 166,498.48 1,466,883.08 Glen Eagle Greenville, SC - 835,900.00 7,523,243.58 Glen Grove Wellesley, MA 6,250,120.74 1,344,601.04 8,998,483.87 Glen Meadow Franklin, MA 2,604,666.16 2,339,330.34 15,655,518.43 GlenGarry Club Bloomingdale, IL (O) 3,129,700.00 15,807,888.64 Glenlake Glendale Heights. IL 14,845,000.00 5,041,700.00 16,671,969.86 Glenview Huntsville, AL - 184,451.17 1,625,215.87 Glenwood Village Macon, GA 1,081,733.20 167,778.79 1,478,613.98 Gosnold Grove East Falmouth, MA 705,288.77 124,295.62 831,824.52 Governor's Pointe Roswell, GA (E) 3,746,600.00 24,511,111.56 Granada Highlands Malden, MA - 28,210,000.00 99,944,576.46 Grandview I & II Las Vegas, NV - 2,333,300.00 15,527,186.82 Greenbriar (AL) Montgomery, AL (V) 1,702,452.80 94,355.62 2,100,125.21 Greenbriar Glen Altlanta, GA 1,513,870.06 227,701.24 2,006,246.10 Greenfield Village Rocky Hill , CT - 911,534.03 6,100,266.22 Greengate Marietta, GA - 132,978.82 1,526,005.00 Greengate (FL) W. Palm Beach, FL 2,664,570.99 2,500,000.00 1,611,780.94 Greenglen (Day) Dayton, OH - 204,289.28 1,800,172.18 Greenglen II (Lim) Lima, OH 881,672.19 87,335.04 769,516.93 Greenglen II (Tol) Toledo, OH 801,081.70 162,263.62 1,429,719.33 Greenhaven Union City, CA 10,730,718.00 7,507,000.00 15,210,398.75 Greenhouse - Frey Road Atlanta, GA (Q) 2,467,200.00 22,187,443.25 Greenhouse - Holcomb Bridge Atlanta, GA (Q) 2,143,300.00 19,291,427.17 Greenhouse - Roswell Atlanta, GA (Q) 1,220,000.00 10,974,727.39 Greentree 1 Glen Burnie, MD 11,558,315.82 3,912,968.00 11,782,559.84 Greentree 2 Glen Burnie, MD - 2,700,000.00 8,246,736.65 Greentree 3 Glen Burnie, MD 7,117,367.80 2,380,443.00 7,268,833.03 Greentree I (GA) (REIT) Thomasville, GA 683,702.55 84,750.00 762,659.20 Greentree II (GA) (REIT) Thomasville, GA 514,719.15 81,000.00 729,283.17 Greenwood Village Tempe, AZ - 2,118,781.00 17,274,215.96 Grey Eagle Greenville, SC - 727,600.00 6,547,650.42 Greystone Atlanta, GA - 2,252,000.00 5,204,900.59 Gwinnett Crossing Duluth, GA - 2,632,000.00 32,016,495.96 Hall Place Quincy, MA - 3,150,800.00 5,121,949.51 Hammock's Place Miami, FL (F) 319,180.00 12,513,466.73 Hampshire Court Ft. Wayne, IN - 101,296.87 892,635.80 Hampshire II Cleveland, OH 848,922.47 126,231.36 1,112,035.85 Hamptons Tacoma, WA 5,762,491.36 1,119,200.00 10,075,844.29 Harbinwood Atlanta, GA 1,598,881.20 236,760.99 2,086,122.35 Harbor Pointe Milwaukee, WI 12,000,000.00 2,979,800.00 22,096,545.77 Harborview San Pedro, CA 11,893,332.34 6,402,500.00 12,629,461.89 Harbour Town Boca Raton, FL - 11,760,000.00 20,190,752.11 Harrison Park Tucson, AZ (M) 1,265,094.00 16,342,321.80 Hartwick Anderson, IN 705,677.36 123,790.52 1,090,729.42 Harvest Grove Conyers, GA - 752,000.00 18,717,899.36 Harvest Grove I Columbus, OH 1,614,975.59 170,334.08 1,500,231.87 Harvest Grove II Columbus, OH 1,058,086.12 148,791.56 1,310,817.80 Hatcherway Jacksonville, GA 734,798.97 96,885.44 853,716.34 Hathaway Long Beach, CA - 2,512,500.00 22,611,911.55 Hayfield Park Cincinnati, KY 1,562,348.68 261,456.81 2,303,394.44 Haywood Pointe Greenville, SC - 480,000.00 9,163,270.88 Hearthstone San Antonio, TX - 1,035,900.00 3,525,388.03 Heathmoore (Eva) Evansville, IN 1,135,655.87 162,374.53 1,430,746.53 Heathmoore (KY) Louisville, KY 910,990.13 156,839.84 1,381,729.91 Heathmoore (MI) Detriot, MI 1,701,537.14 227,105.01 2,001,242.63 Heathmoore I (IN) Indianapolis, IN 1,215,465.02 144,556.70 1,273,702.04 Heathmoore I (MI) Detriot, MI 1,549,624.36 232,063.87 2,044,226.60 Heathmoore II (MI) Detriot, MI - 170,432.57 1,501,696.63 Heritage Green Sturbridge, MA 4,130,890.28 835,313.22 5,590,173.12 Heritage, The Phoenix, AZ (M) 1,211,205.00 13,136,903.36 Heron Cove Coral Springs, FL - 823,000.00 8,114,761.58 Heron Pointe Boynton Beach, FL - 1,546,700.00 7,774,676.05 Heron Pointe (Atl) Jacksonville, Fl 1,595,240.01 214,332.10 1,888,814.41 Heron Run Plantation, FL - 917,800.00 9,006,476.14 Heronwood (REIT) Ft. Myers, FL 1,241,556.92 146,100.00 1,315,210.70 Hessian Hills Charlottesville, VA (V) 5,303,229.34 181,229.43 5,117,384.31 Hickory Creek Richmond, VA - 1,323,000.00 18,520,609.01 Hickory Mill Columbus, OH 1,036,380.53 161,714.41 1,424,682.19 Hickory Mill I Charleston, WV 923,656.59 129,186.80 1,138,301.52 Hickory Place Gainesville, GL 1,323,345.47 192,453.32 1,695,454.44 Hickory Ridge Greenville, SC - 288,200.00 2,591,929.81 Hidden Acres Sarasota, FL 1,631,303.43 253,138.81 2,230,578.76 Hidden Lakes Haltom City, TX - 1,872,000.00 20,242,108.80 Hidden Oaks Cary, NC - 1,178,600.00 10,614,135.38 Hidden Palms Tampa, FL (E) 2,049,600.00 6,345,884.76 Hidden Pines Orlando, FL 19,561.52 176,307.96 1,553,565.25 Hidden Valley Club Ann Arbor, MI - 915,000.00 7,342,020.00 High Meadow Ellington, CT 4,310,355.91 583,678.94 3,906,159.08 High Points St. Petersburg, FL - 222,307.63 1,958,772.47 High River Tuscaloosa, AL (V) 3,611,916.69 208,107.70 3,740,022.15 Highland Creste Seattle, WA - 935,200.00 8,415,391.11 Highland Glen Westwood, MA - 2,229,095.49 14,917,792.90 Highland Point Denver, CO 9,391,203.77 1,631,900.00 14,684,438.62 Cost Capitalized Subsequent to Gross Amount Carried Acquisition at Close of Description (Improvements, net) (H) Period 12/31/00 --------------------------------------------------------------------------------------------------------------------------------- Building & Building & Apartment Name Location Land Fixtures Land Fixtures (A) --------------------------------------------------------------------------------------------------------------------------------- Gateway Villas Scottsdale, AZ - 176,642.31 1,431,048.00 15,103,474.82 Geary Court Yard San Francisco, CA - 292,167.69 1,722,400.00 15,763,596.85 Gentian Oaks Columbus, GA - 48,237.64 169,268.49 1,539,677.50 Georgian Woods Combined (REIT) Wheaton, MD - 2,341,890.09 5,038,400.00 31,179,258.91 Glastonbury Center Glastonbury, CT - 15,819.35 852,606.10 5,721,721.74 Glen Arm Manor Albany, GA - 36,511.48 166,498.48 1,503,394.56 Glen Eagle Greenville, SC - 191,453.75 835,900.00 7,714,697.33 Glen Grove Wellesley, MA - 39,012.28 1,344,601.04 9,037,496.15 Glen Meadow Franklin, MA - 403,979.83 2,339,330.34 16,059,498.26 GlenGarry Club Bloomingdale, IL - 846,195.96 3,129,700.00 16,654,084.60 Glenlake Glendale Heights. IL - 680,942.10 5,041,700.00 17,352,911.96 Glenview Huntsville, AL - 50,015.48 184,451.17 1,675,231.35 Glenwood Village Macon, GA - 29,030.90 167,778.79 1,507,644.88 Gosnold Grove East Falmouth, MA - 6,328.75 124,295.62 838,153.27 Governor's Pointe Roswell, GA - 1,346,479.18 3,746,600.00 25,857,590.74 Granada Highlands Malden, MA - 354,312.48 28,210,000.00 100,298,888.94 Grandview I & II Las Vegas, NV - 385,914.14 2,333,300.00 15,913,100.96 Greenbriar (AL) Montgomery, AL (V) - 46,564.22 94,355.62 2,146,689.43 Greenbriar Glen Altlanta, GA - 22,707.33 227,701.24 2,028,953.43 Greenfield Village Rocky Hill , CT - 13,463.33 911,534.03 6,113,729.55 Greengate Marietta, GA - 1,442,639.39 132,978.82 2,968,644.39 Greengate (FL) W. Palm Beach, FL - 19,574.99 2,500,000.00 1,631,355.93 Greenglen (Day) Dayton, OH - 54,202.98 204,289.28 1,854,375.16 Greenglen II (Lim) Lima, OH - 9,951.13 87,335.04 779,468.06 Greenglen II (Tol) Toledo, OH - 19,784.27 162,263.62 1,449,503.60 Greenhaven Union City, CA - 400,955.17 7,507,000.00 15,611,353.92 Greenhouse - Frey Road Atlanta, GA - 1,798,581.67 2,467,200.00 23,986,024.92 Greenhouse - Holcomb Bridge Atlanta, GA - 1,640,928.09 2,143,300.00 20,932,355.26 Greenhouse - Roswell Atlanta, GA - 1,174,883.12 1,220,000.00 12,149,610.51 Greentree 1 Glen Burnie, MD - 627,237.75 3,912,968.00 12,409,797.59 Greentree 2 Glen Burnie, MD - 275,234.16 2,700,000.00 8,521,970.81 Greentree 3 Glen Burnie, MD - 194,184.04 2,380,443.00 7,463,017.07 Greentree I (GA) (REIT) Thomasville, GA - - 84,750.00 762,659.20 Greentree II (GA) (REIT) Thomasville, GA - - 81,000.00 729,283.17 Greenwood Village Tempe, AZ - 620,533.11 2,118,781.00 17,894,749.07 Grey Eagle Greenville, SC - 170,308.46 727,600.00 6,717,958.88 Greystone Atlanta, GA - 1,409,728.97 2,252,000.00 6,614,629.56 Gwinnett Crossing Duluth, GA - 748,253.50 2,632,000.00 32,764,749.46 Hall Place Quincy, MA - 137,872.60 3,150,800.00 5,259,822.11 Hammock's Place Miami, FL - 769,890.89 319,180.00 13,283,357.62 Hampshire Court Ft. Wayne, IN - 23,586.45 101,296.87 916,222.25 Hampshire II Cleveland, OH - 10,853.30 126,231.36 1,122,889.15 Hamptons Tacoma, WA - 384,673.67 1,119,200.00 10,460,517.96 Harbinwood Atlanta, GA - 58,009.57 236,760.99 2,144,131.92 Harbor Pointe Milwaukee, WI - 1,360,685.19 2,979,800.00 23,457,230.96 Harborview San Pedro, CA - 410,751.24 6,402,500.00 13,040,213.13 Harbour Town Boca Raton, FL - 170,380.47 11,760,000.00 20,361,132.58 Harrison Park Tucson, AZ - 366,179.65 1,265,094.00 16,708,501.45 Hartwick Anderson, IN - 39,389.43 123,790.52 1,130,118.85 Harvest Grove Conyers, GA - 279,768.01 752,000.00 18,997,667.37 Harvest Grove I Columbus, OH - 87,894.03 170,334.08 1,588,125.90 Harvest Grove II Columbus, OH - 18,540.75 148,791.56 1,329,358.55 Hatcherway Jacksonville, GA - 35,440.21 96,885.44 889,156.55 Hathaway Long Beach, CA - 904,849.39 2,512,500.00 23,516,760.94 Hayfield Park Cincinnati, KY - 59,009.62 261,456.81 2,362,404.06 Haywood Pointe Greenville, SC - 185,107.00 480,000.00 9,348,377.88 Hearthstone San Antonio, TX - 972,536.62 1,035,900.00 4,497,924.65 Heathmoore (Eva) Evansville, IN - 17,784.72 162,374.53 1,448,531.25 Heathmoore (KY) Louisville, KY - 22,732.34 156,839.84 1,404,462.25 Heathmoore (MI) Detriot, MI - 87,840.28 227,105.01 2,089,082.91 Heathmoore I (IN) Indianapolis, IN - 57,864.54 144,556.70 1,331,566.58 Heathmoore I (MI) Detriot, MI - 81,303.88 232,063.87 2,125,530.48 Heathmoore II (MI) Detriot, MI - 60,472.13 170,432.57 1,562,168.76 Heritage Green Sturbridge, MA - 1,654.34 835,313.22 5,591,827.46 Heritage, The Phoenix, AZ - 174,099.84 1,211,205.00 13,311,003.20 Heron Cove Coral Springs, FL - 703,171.94 823,000.00 8,817,933.52 Heron Pointe Boynton Beach, FL - 604,897.24 1,546,700.00 8,379,573.29 Heron Pointe (Atl) Jacksonville, Fl - 168,724.37 214,332.10 2,057,538.78 Heron Run Plantation, FL - 872,027.93 917,800.00 9,878,504.07 Heronwood (REIT) Ft. Myers, FL - - 146,100.00 1,315,210.70 Hessian Hills Charlottesville, VA (V) - 78,493.48 181,229.43 5,195,877.79 Hickory Creek Richmond, VA - 308,376.59 1,323,000.00 18,828,985.60 Hickory Mill Columbus, OH - 64,000.05 161,714.41 1,488,682.24 Hickory Mill I Charleston, WV - 36,236.01 129,186.80 1,174,537.53 Hickory Place Gainesville, GL - 148,404.46 192,453.32 1,843,858.90 Hickory Ridge Greenville, SC - 290,589.79 288,200.00 2,882,519.60 Hidden Acres Sarasota, FL - 51,101.86 253,138.81 2,281,680.62 Hidden Lakes Haltom City, TX - 215,545.39 1,872,000.00 20,457,654.19 Hidden Oaks Cary, NC - 865,727.65 1,178,600.00 11,479,863.03 Hidden Palms Tampa, FL - 688,135.31 2,049,600.00 7,034,020.07 Hidden Pines Orlando, FL - 136,761.76 176,307.96 1,690,327.01 Hidden Valley Club Ann Arbor, MI - 1,538,719.45 915,000.00 8,880,739.45 High Meadow Ellington, CT - 5,993.24 583,678.94 3,912,152.32 High Points St. Petersburg, FL - 154,849.52 222,307.63 2,113,621.99 High River Tuscaloosa, AL (V) - 90,945.46 208,107.70 3,830,967.61 Highland Creste Seattle, WA - 547,504.79 935,200.00 8,962,895.90 Highland Glen Westwood, MA - 2,952.72 2,229,095.49 14,920,745.62 Highland Point Denver, CO - 594,229.55 1,631,900.00 15,278,668.17 Life Used to Description Compute ------------------------------------------------------------------------------------------------------------- Depreciation in Accumulated Date of Latest Income Apartment Name Location Total (B) Depreciation Construction Statement (C) ------------------------------------------------------------------------------------------------------------------------------- Gateway Villas Scottsdale, AZ 16,534,522.82 (1,636,596.33) 1995 30 Years Geary Court Yard San Francisco, CA 17,485,996.85 (1,741,196.03) 1990 30 Years Gentian Oaks Columbus, GA 1,708,945.99 (72,885.35) 1985 30 Years Georgian Woods Combined (REIT) Wheaton, MD 36,217,658.91 (6,073,667.78) 1967 30 Years Glastonbury Center Glastonbury, CT 6,574,327.84 (34,588.00) 1962 30 Years Glen Arm Manor Albany, GA 1,669,893.04 (72,330.44) 1986 30 Years Glen Eagle Greenville, SC 8,550,597.33 (972,926.27) 1990 30 Years Glen Grove Wellesley, MA 10,382,097.19 (53,464.00) 1979 30 Years Glen Meadow Franklin, MA 18,398,828.60 (94,975.00) 1971 30 Years GlenGarry Club Bloomingdale, IL 19,783,784.60 (1,769,422.22) 1989 30 Years Glenlake Glendale Heights. IL 22,394,611.96 (2,075,123.48) 1988 30 Years Glenview Huntsville, AL 1,859,682.52 (82,707.23) 1986 30 Years Glenwood Village Macon, GA 1,675,423.67 (73,877.89) 1986 30 Years Gosnold Grove East Falmouth, MA 962,448.89 (5,538.00) 1978 30 Years Governor's Pointe Roswell, GA 29,604,190.74 (3,149,416.06) 1982-1986 30 Years Granada Highlands Malden, MA 128,508,888.94 (4,146,489.52) 1972 30 Years Grandview I & II Las Vegas, NV 18,246,400.96 (1,566,126.54) 1980 30 Years Greenbriar (AL) Montgomery, AL (V) 2,241,045.05 (89,053.00) 1979 30 Years Greenbriar Glen Altlanta, GA 2,256,654.67 (94,105.01) 1988 30 Years Greenfield Village Rocky Hill , CT 7,025,263.58 (38,085.00) 1965 30 Years Greengate Marietta, GA 3,101,623.21 (1,982,144.40) 1971 30 Years Greengate (FL) W. Palm Beach, FL 4,131,355.93 (24,484.71) 1987 30 Years Greenglen (Day) Dayton, OH 2,058,664.44 (88,099.12) 1983 30 Years Greenglen II (Lim) Lima, OH 866,803.10 (38,294.81) 1981 30 Years Greenglen II (Tol) Toledo, OH 1,611,767.22 (67,727.93) 1982 30 Years Greenhaven Union City, CA 23,118,353.92 (1,383,881.04) 1983 30 Years Greenhouse - Frey Road Atlanta, GA 26,453,224.92 (5,990,978.33) 1985 30 Years Greenhouse - Holcomb Bridge Atlanta, GA 23,075,655.26 (5,320,821.17) 1985 30 Years Greenhouse - Roswell Atlanta, GA 13,369,610.51 (3,102,510.39) 1985 30 Years Greentree 1 Glen Burnie, MD 16,322,765.59 (763,412.50) 1973 30 Years Greentree 2 Glen Burnie, MD 11,221,970.81 (478,930.87) 1973 30 Years Greentree 3 Glen Burnie, MD 9,843,460.07 (443,852.29) 1973 30 Years Greentree I (GA) (REIT) Thomasville, GA 847,409.20 - 1983 30 Years Greentree II (GA) (REIT) Thomasville, GA 810,283.17 - 1984 30 Years Greenwood Village Tempe, AZ 20,013,530.07 (2,077,094.44) 1984 30 Years Grey Eagle Greenville, SC 7,445,558.88 (839,162.45) 1991 30 Years Greystone Atlanta, GA 8,866,629.56 (705,541.99) 1960 30 Years Gwinnett Crossing Duluth, GA 35,396,749.46 (2,703,720.65) 1989/90 30 Years Hall Place Quincy, MA 8,410,622.11 (396,389.16) 1998 30 Years Hammock's Place Miami, FL 13,602,537.62 (3,667,511.71) 1986 30 Years Hampshire Court Ft. Wayne, IN 1,017,519.12 (43,613.49) 1982 30 Years Hampshire II Cleveland, OH 1,249,120.51 (53,156.81) 1981 30 Years Hamptons Tacoma, WA 11,579,717.96 (1,464,757.29) 1991 30 Years Harbinwood Atlanta, GA 2,380,892.91 (99,747.48) 1985 30 Years Harbor Pointe Milwaukee, WI 26,437,030.96 (2,650,480.45) 1970/1990 30 Years Harborview San Pedro, CA 19,442,713.13 (1,824,026.07) 1985 30 Years Harbour Town Boca Raton, FL 32,121,132.58 (267,715.96) 1985 30 Years Harrison Park Tucson, AZ 17,973,595.45 (1,918,452.85) 1985 30 Years Hartwick Anderson, IN 1,253,909.37 (54,859.48) 1982 30 Years Harvest Grove Conyers, GA 19,749,667.37 (1,577,116.58) 1986 30 Years Harvest Grove I Columbus, OH 1,758,459.98 (76,341.39) 1986 30 Years Harvest Grove II Columbus, OH 1,478,150.11 (62,659.19) 1987 30 Years Hatcherway Jacksonville, GA 986,041.99 (45,675.12) 1986 30 Years Hathaway Long Beach, CA 26,029,260.94 (4,715,481.91) 1987 30 Years Hayfield Park Cincinnati, KY 2,623,860.87 (110,257.95) 1986 30 Years Haywood Pointe Greenville, SC 9,828,377.88 (786,917.11) 1985 30 Years Hearthstone San Antonio, TX 5,533,824.65 (1,377,527.34) 1982 30 Years Heathmoore (Eva) Evansville, IN 1,610,905.78 (69,105.15) 1984 30 Years Heathmoore (KY) Louisville, KY 1,561,302.09 (66,414.81) 1983 30 Years Heathmoore (MI) Detriot, MI 2,316,187.92 (96,630.91) 1983 30 Years Heathmoore I (IN) Indianapolis, IN 1,476,123.28 (64,740.23) 1983 30 Years Heathmoore I (MI) Detriot, MI 2,357,594.35 (97,609.50) 1986 30 Years Heathmoore II (MI) Detriot, MI 1,732,601.33 (72,325.07) 1986 30 Years Heritage Green Sturbridge, MA 6,427,140.68 (34,695.00) 1974 30 Years Heritage, The Phoenix, AZ 14,522,208.20 (1,468,388.76) 1995 30 Years Heron Cove Coral Springs, FL 9,640,933.52 (2,246,336.50) 1987 30 Years Heron Pointe Boynton Beach, FL 9,926,273.29 (1,255,135.12) 1989 30 Years Heron Pointe (Atl) Jacksonville, Fl 2,271,870.88 (101,983.16) 1986 30 Years Heron Run Plantation, FL 10,796,304.07 (2,535,316.23) 1987 30 Years Heronwood (REIT) Ft. Myers, FL 1,461,310.70 - 1982 30 Years Hessian Hills Charlottesville, VA (V) 5,377,107.22 (206,579.00) 1966 30 Years Hickory Creek Richmond, VA 20,151,985.60 (1,559,516.92) 1984 30 Years Hickory Mill Columbus, OH 1,650,396.65 (73,361.39) 1980 30 Years Hickory Mill I Charleston, WV 1,303,724.33 (55,217.87) 1983 30 Years Hickory Place Gainesville, GL 2,036,312.22 (84,032.61) 1983 30 Years Hickory Ridge Greenville, SC 3,170,719.60 (381,063.34) 1968 30 Years Hidden Acres Sarasota, FL 2,534,819.43 (108,737.20) 1987 30 Years Hidden Lakes Haltom City, TX 22,329,654.19 (1,637,699.44) 1996 30 Years Hidden Oaks Cary, NC 12,658,463.03 (1,491,631.95) 1988 30 Years Hidden Palms Tampa, FL 9,083,620.07 (971,559.67) 1986 30 Years Hidden Pines Orlando, FL 1,866,634.97 (78,631.21) 1981 30 Years Hidden Valley Club Ann Arbor, MI 9,795,739.45 (5,688,379.98) 1973 30 Years High Meadow Ellington, CT 4,495,831.26 (24,479.00) 1975 30 Years High Points St. Petersburg, FL 2,335,929.62 (99,624.70) 1986 30 Years High River Tuscaloosa, AL (V) 4,039,075.31 (156,273.00) 1978 30 Years Highland Creste Seattle, WA 9,898,095.90 (1,327,187.59) 1989 30 Years Highland Glen Westwood, MA 17,149,841.11 (87,877.00) 1979 30 Years Highland Point Denver, CO 16,910,568.17 (2,072,607.34) 1984 30 Years
S-5
Initial Cost to Description Company -------------------------------------------------------------------------------------------------------------------------------- Building & Apartment Name Location Encumbrances Land Fixtures -------------------------------------------------------------------------------------------------------------------------------- Highline Oaks Denver, CO 7,100,000.00 1,057,400.00 9,743,707.21 Hillcrest Villas Ft. Walton Bch., FL 967,801.45 141,603.03 1,247,677.02 Hillside Manor Albany, GA - 102,632.19 904,111.39 Hillside Trace Tampa, FL 1,041,656.14 138,888.03 1,223,754.94 Hilltop Norwich, CT 4,517,965.31 747,956.65 5,005,556.06 Holly Park Columbus, GA - 138,417.79 1,219,561.58 Holly Ridge Miami, FL - 295,595.67 2,603,985.01 Holly Sands I Ft. Walton Bch.,FL 1,349,961.75 190,942.32 1,682,524.45 Holly Sands II Ft. Walton Bch., FL 1,027,862.59 124,577.52 1,098,074.21 Horizon Place Tampa, FL 12,410,206.29 2,128,000.00 12,086,936.72 Hunt Club Charlotte, NC - 1,090,000.00 17,992,887.39 Hunter's Glen Chesterfield, MO - 915,200.00 8,230,595.04 Hunter's Green Fort Worth, TX - 524,300.00 3,653,480.73 Hunters Ridge St. Louis, MO 11,375,000.00 994,500.00 8,927,088.34 Huntington Park Everett, WA - 1,597,500.00 14,748,863.91 Independence Village Columbus, OH - 226,987.89 2,000,010.69 Indian Bend Phoenix, AZ - 1,075,700.00 9,675,133.10 Indian Lake I Atlanta, GA - 839,668.51 7,398,394.66 Indian Ridge I (REIT) Tallahassee, FL 929,581.85 135,500.00 1,218,597.92 Indian Ridge II (REIT) Tallahassee, FL 562,583.32 94,300.00 849,191.77 Indian Tree Arvada, CO - 881,225.00 4,552,814.73 Indigo Springs Kent, WA 7,567,046.99 1,270,500.00 11,446,901.75 Iris Glen Atlanta, GA 1,764,460.54 270,458.00 2,383,029.71 Ironwood at the Ranch Wesminster, CO 5,717,904.74 1,493,300.00 13,439,304.62 Isle at Arrowhead Ranch Glendale, AZ - 1,650,237.00 19,533,715.06 Ivy Place Atlanta, GA (I) - 802,950.00 7,228,256.57 Jaclyn Towers Beverly 2,161,706.00 437,071.76 2,925,018.70 James Street Crossing Kent, WA 16,379,123.00 2,081,253.61 18,748,337.37 Jefferson Way I Jacksonville, Fl 1,018,947.28 147,798.72 1,302,267.82 Junipers at Yarmouth Yarmouth, ME - 1,355,700.00 7,860,134.79 Jupiter Cove I W. Palm Beach, FL 1,614,975.59 233,932.43 2,060,899.62 Jupiter Cove II Jupiter, FL 1,576,597.66 1,220,000.00 483,833.40 Jupiter Cove III W. Palm Beach, FL 1,699,394.65 242,009.98 2,131,721.71 Kempton Downs Gresham, OR - 1,217,348.91 10,943,371.79 Ketwood Dayton, OH - 266,443.18 2,347,654.75 Keystone Austin, TX - 498,500.00 4,487,295.31 Kimmerly Glen Charlotte, NC - 1,040,000.00 12,406,969.38 Kings Colony Savannah, GA 2,055,423.31 230,149.18 2,027,865.07 Kingsport Alexandria, VA - 1,262,250.00 12,479,294.10 Kirby Place Houston, TX (E) 3,621,600.00 25,896,773.53 Knox Landing Knoxville, TN 1,524,514.35 158,588.62 1,397,353.53 La Costa Brava (ORL) Orlando, FL - 206,626.00 4,610,502.00 La Mariposa Mesa, AZ (M) 2,047,539.00 12,466,128.12 La Mirage San Diego, CA 19,797,334.18 34,895,200.00 115,374,877.38 La Reserve Oro Valley, AZ (M) 3,264,562.00 4,936,545.77 La Tour Fontaine Houston, TX 9,503,486.82 2,916,000.00 15,917,178.19 Ladera Mesa, AZ 10,259,754.19 2,978,879.00 20,640,453.27 Lake Point Charlotte, NC - 1,058,975.00 13,587,337.70 Lakes at Vinings Atlanta, GA 21,999,649.44 6,498,000.00 21,832,252.08 Lakeshore at Preston Plano, TX 12,797,633.71 3,325,800.00 15,208,347.74 Lakeshore I (GA) Chattanooga, TN 1,224,315.66 169,374.96 1,492,377.98 Lakeville Resort Petaluma, CA 20,224,701.78 2,736,500.00 24,610,650.73 Lakewood Greens Dallas, TX 8,209,109.62 2,019,600.00 9,026,906.66 Lakewood Oaks Dallas, TX - 1,631,600.00 14,686,191.51 Landera San Antonio, TX - 766,300.00 6,896,811.43 Landings (FL), The Winterhaven, FL 703,046.13 130,953.32 1,153,841.50 Landings (TN) Memphis, TN - 1,314,000.00 14,090,108.94 Landings at Port Imperial W. New York, NJ - 27,246,045.14 37,740,684.22 Larkspur I (Hil) Hillard, OH - 179,628.06 1,582,518.99 Larkspur I (Mor) Dayton, OH 444,163.12 55,416.09 488,276.16 Larkspur II Dayton, OH - 29,907.55 263,518.09 Larkspur Shores Hillard, OH - 17,107,300.00 31,399,237.02 Larkspur Woods Sacramento, CA (E) 5,802,900.00 14,576,106.49 Laurel Bay Detroit, MI - 186,003.87 1,639,365.78 Laurel Court Toledo, OH 1,101,119.78 135,735.62 1,195,978.76 Laurel Gardens Coral Springs, FL - 4,800,000.00 25,942,631.08 Laurel Glen Atlanta, GA 1,685,691.99 289,509.11 2,550,890.77 Laurel Ridge Chapel Hill, NC - 182,550.75 3,594,635.00 Legacy at Cherry Creek Denver, CO - 5,490,000.00 18,129,059.26 Legends Tucson, AZ - 2,729,788.00 17,911,434.14 Lexington Farm Alpharetta, GA 18,256,395.83 3,521,900.00 21,449,708.40 Lexington Glen Atlanta, GA - 5,760,000.00 40,190,507.44 Lexington Park Orlando, FL - 2,016,000.00 12,346,725.62 Lincoln Green I San Antonio, TX - 947,366.00 5,858,159.69 Lincoln Green II San Antonio, TX - 1,052,340.00 5,194,696.96 Lincoln Green III San Antonio, TX 3,510,000.00 536,010.00 1,822,161.35 Lincoln Heights Quincy, MA 20,837,202.51 5,928,400.00 33,595,261.97 Lindendale Columbus, OH 1,359,384.48 209,158.53 1,842,815.57 Link Terrace Savannah, GA 883,102.55 121,838.57 1,073,580.55 Little Cottonwoods Tempe, AZ (M) 3,050,133.00 26,991,689.47 Lodge (OK), The Tulsa, OK - 313,371.00 3,023,363.29 Lodge (TX), The San Antonio, TX - 1,363,636.00 8,737,564.48 Lofton Place Tampa, FL - 2,240,000.00 16,679,214.01 Longfellow Glen Sudbury, MA 5,035,380.57 1,094,273.45 7,323,214.65 Longfellow Place Boston, MA (U) - 53,164,160.00 183,940,618.58 Longwood Decatur, GA - 1,454,048.00 13,087,837.00 Longwood (KY) Lexington,KY 928,712.49 146,309.02 1,289,041.95 Loomis Manor West Hartford, CT 1,768,351.00 422,350.36 2,826,498.59 Cost Capitalized Subsequent to Gross Amount Carried Acquisition at Close of Description (Improvements, net) (H) Period 12/31/00 ---------------------------------------------------------------------------------------------------------------------------------- Building & Building & Apartment Name Location Land Fixtures Land Fixtures (A) ---------------------------------------------------------------------------------------------------------------------------------- Highline Oaks Denver, CO - 514,574.18 1,057,400.00 10,258,281.39 Hillcrest Villas Ft. Walton Bch., FL - 53,736.05 141,603.03 1,301,413.07 Hillside Manor Albany, GA - 48,650.15 102,632.19 952,761.54 Hillside Trace Tampa, FL - 65,676.17 138,888.03 1,289,431.11 Hilltop Norwich, CT - 11,023.71 747,956.65 5,016,579.77 Holly Park Columbus, GA - 58,909.52 138,417.79 1,278,471.10 Holly Ridge Miami, FL - 25,111.98 295,595.67 2,629,096.99 Holly Sands I Ft. Walton Bch.,FL - 69,180.91 190,942.32 1,751,705.36 Holly Sands II Ft. Walton Bch., FL - 27,228.61 124,577.52 1,125,302.82 Horizon Place Tampa, FL - 377,336.24 2,128,000.00 12,464,272.96 Hunt Club Charlotte, NC - 281,730.30 1,090,000.00 18,274,617.69 Hunter's Glen Chesterfield, MO - 868,195.76 915,200.00 9,098,790.80 Hunter's Green Fort Worth, TX - 759,634.19 524,300.00 4,413,114.92 Hunters Ridge St. Louis, MO - 671,855.25 994,500.00 9,598,943.59 Huntington Park Everett, WA - 385,099.78 1,597,500.00 15,133,963.69 Independence Village Columbus, OH - 74,632.31 226,987.89 2,074,643.00 Indian Bend Phoenix, AZ - 1,486,814.80 1,075,700.00 11,161,947.90 Indian Lake I Atlanta, GA - 166,121.65 839,668.51 7,564,516.31 Indian Ridge I (REIT) Tallahassee, FL - - 135,500.00 1,218,597.92 Indian Ridge II (REIT) Tallahassee, FL - - 94,300.00 849,191.77 Indian Tree Arvada, CO - 942,385.22 881,225.00 5,495,199.95 Indigo Springs Kent, WA - 975,310.05 1,270,500.00 12,422,211.80 Iris Glen Atlanta, GA - 33,447.76 270,458.00 2,416,477.47 Ironwood at the Ranch Wesminster, CO - 326,474.71 1,493,300.00 13,765,779.33 Isle at Arrowhead Ranch Glendale, AZ - 155,367.43 1,650,237.00 19,689,082.49 Ivy Place Atlanta, GA (I) - 704,006.10 802,950.00 7,932,262.67 Jaclyn Towers Beverly - 110.38 437,071.76 2,925,129.08 James Street Crossing Kent, WA - 494,055.31 2,081,253.61 19,242,392.68 Jefferson Way I Jacksonville, Fl - 42,689.73 147,798.72 1,344,957.55 Junipers at Yarmouth Yarmouth, ME - 602,959.32 1,355,700.00 8,463,094.11 Jupiter Cove I W. Palm Beach, FL - 110,258.65 233,932.43 2,171,158.27 Jupiter Cove II Jupiter, FL - 14,755.25 1,220,000.00 498,588.65 Jupiter Cove III W. Palm Beach, FL - 67,951.74 242,009.98 2,199,673.45 Kempton Downs Gresham, OR - 1,191,661.12 1,217,348.91 12,135,032.91 Ketwood Dayton, OH - 69,260.99 266,443.18 2,416,915.74 Keystone Austin, TX - 780,971.98 498,500.00 5,268,267.29 Kimmerly Glen Charlotte, NC - 193,325.92 1,040,000.00 12,600,295.30 Kings Colony Savannah, GA - 58,568.68 230,149.18 2,086,433.75 Kingsport Alexandria, VA - 1,122,637.50 1,262,250.00 13,601,931.60 Kirby Place Houston, TX - 362,663.37 3,621,600.00 26,259,436.90 Knox Landing Knoxville, TN - 48,038.94 158,588.62 1,445,392.47 La Costa Brava (ORL) Orlando, FL - 2,977,820.86 206,626.00 7,588,322.86 La Mariposa Mesa, AZ - 504,211.41 2,047,539.00 12,970,339.53 La Mirage San Diego, CA - 1,713,420.39 34,895,200.00 117,088,297.77 La Reserve Oro Valley, AZ - 341,554.98 3,264,562.00 5,278,100.75 La Tour Fontaine Houston, TX - 143,744.36 2,916,000.00 16,060,922.55 Ladera Mesa, AZ - 196,417.54 2,978,879.00 20,836,870.81 Lake Point Charlotte, NC - 207,898.16 1,058,975.00 13,795,235.86 Lakes at Vinings Atlanta, GA - 893,198.74 6,498,000.00 22,725,450.82 Lakeshore at Preston Plano, TX - 280,640.34 3,325,800.00 15,488,988.08 Lakeshore I (GA) Chattanooga, TN - 114,427.21 169,374.96 1,606,805.19 Lakeville Resort Petaluma, CA - 1,413,691.30 2,736,500.00 26,024,342.03 Lakewood Greens Dallas, TX - 317,780.80 2,019,600.00 9,344,687.46 Lakewood Oaks Dallas, TX - 1,210,420.32 1,631,600.00 15,896,611.83 Landera San Antonio, TX - 436,717.68 766,300.00 7,333,529.11 Landings (FL), The Winterhaven, FL - 64,912.07 130,953.32 1,218,753.57 Landings (TN) Memphis, TN - 423,112.83 1,314,000.00 14,513,221.77 Landings at Port Imperial W. New York, NJ - (16,800.00) 27,246,045.14 37,723,884.22 Larkspur I (Hil) Hillard, OH - 37,098.81 179,628.06 1,619,617.80 Larkspur I (Mor) Dayton, OH - 19,420.35 55,416.09 507,696.51 Larkspur II Dayton, OH - 1,205.44 29,907.55 264,723.53 Larkspur Shores Hillard, OH - 2,381,278.24 17,107,300.00 33,780,515.26 Larkspur Woods Sacramento, CA - 454,049.91 5,802,900.00 15,030,156.40 Laurel Bay Detroit, MI - 11,700.21 186,003.87 1,651,065.99 Laurel Court Toledo, OH - 20,960.81 135,735.62 1,216,939.57 Laurel Gardens Coral Springs, FL - 580,224.69 4,800,000.00 26,522,855.77 Laurel Glen Atlanta, GA - 28,065.50 289,509.11 2,578,956.27 Laurel Ridge Chapel Hill, NC - 1,569,165.79 182,550.75 5,163,800.79 Legacy at Cherry Creek Denver, CO - 1,567.79 5,490,000.00 18,130,627.05 Legends Tucson, AZ - 288,386.15 2,729,788.00 18,199,820.29 Lexington Farm Alpharetta, GA - 237,750.59 3,521,900.00 21,687,458.99 Lexington Glen Atlanta, GA - 371,632.91 5,760,000.00 40,562,140.35 Lexington Park Orlando, FL - 618,280.16 2,016,000.00 12,965,005.78 Lincoln Green I San Antonio, TX - 446,531.44 947,366.00 6,304,691.13 Lincoln Green II San Antonio, TX - 1,100,794.99 1,052,340.00 6,295,491.95 Lincoln Green III San Antonio, TX - 416,250.35 536,010.00 2,238,411.70 Lincoln Heights Quincy, MA - 346,924.72 5,928,400.00 33,942,186.69 Lindendale Columbus, OH - 74,228.30 209,158.53 1,917,043.87 Link Terrace Savannah, GA - 67,507.51 121,838.57 1,141,088.06 Little Cottonwoods Tempe, AZ - 640,042.21 3,050,133.00 27,631,731.68 Lodge (OK), The Tulsa, OK - 1,166,891.50 313,371.00 4,190,254.79 Lodge (TX), The San Antonio, TX - 853,574.27 1,363,636.00 9,591,138.75 Lofton Place Tampa, FL - 663,874.91 2,240,000.00 17,343,088.92 Longfellow Glen Sudbury, MA - 51,737.52 1,094,273.45 7,374,952.17 Longfellow Place Boston, MA (U) - 2,622,297.28 53,164,160.00 186,562,915.86 Longwood Decatur, GA - 565,436.78 1,454,048.00 13,653,273.78 Longwood (KY) Lexington,KY - 36,431.56 146,309.02 1,325,473.51 Loomis Manor West Hartford, CT - 12,910.70 422,350.36 2,839,409.29 Life Used to Description Compute ------------------------------------------------------------------------------------------------------------------ Depreciation in Accumulated Date of Latest Income Apartment Name Location Total (B) Depreciation Construction Statement (C) --------------------------------------------------------------------------------------------------------------------------------- Highline Oaks Denver, CO 11,315,681.39 (1,390,074.46) 1986 30 Years Hillcrest Villas Ft. Walton Bch., FL 1,443,016.10 (63,495.35) 1985 30 Years Hillside Manor Albany, GA 1,055,393.73 (48,986.55) 1985 30 Years Hillside Trace Tampa, FL 1,428,319.14 (62,181.87) 1987 30 Years Hilltop Norwich, CT 5,764,536.42 (31,142.00) 1987 30 Years Holly Park Columbus, GA 1,416,888.89 (62,847.91) 1985 30 Years Holly Ridge Miami, FL 2,924,692.66 (121,413.22) 1986 30 Years Holly Sands I Ft. Walton Bch.,FL 1,942,647.68 (85,109.69) 1985 30 Years Holly Sands II Ft. Walton Bch., FL 1,249,880.34 (54,264.31) 1986 30 Years Horizon Place Tampa, FL 14,592,272.96 (1,078,843.31) 1985 30 Years Hunt Club Charlotte, NC 19,364,617.69 (1,496,184.07) 1990 30 Years Hunter's Glen Chesterfield, MO 10,013,990.80 (1,586,338.69) 1985 30 Years Hunter's Green Fort Worth, TX 4,937,414.92 (1,487,411.46) 1981 30 Years Hunters Ridge St. Louis, MO 10,593,443.59 (1,390,810.56) 1986-1987 30 Years Huntington Park Everett, WA 16,731,463.69 (3,835,712.18) 1991 30 Years Independence Village Columbus, OH 2,301,630.89 (101,703.05) 1978 30 Years Indian Bend Phoenix, AZ 12,237,647.90 (2,985,683.85) 1973 30 Years Indian Lake I Atlanta, GA 8,404,184.82 (349,592.89) 1987 30 Years Indian Ridge I (REIT) Tallahassee, FL 1,354,097.92 - 1981 30 Years Indian Ridge II (REIT) Tallahassee, FL 943,491.77 - 1982 30 Years Indian Tree Arvada, CO 6,376,424.95 (1,793,745.53) 1983 30 Years Indigo Springs Kent, WA 13,692,711.80 (1,932,742.46) 1991 30 Years Iris Glen Atlanta, GA 2,686,935.47 (111,766.24) 1984 30 Years Ironwood at the Ranch Wesminster, CO 15,259,079.33 (1,857,556.25) 1986 30 Years Isle at Arrowhead Ranch Glendale, AZ 21,339,319.49 (2,151,387.32) 1996 30 Years Ivy Place Atlanta, GA (I) 8,735,212.67 (1,383,947.12) 1978 30 Years Jaclyn Towers Beverly 3,362,200.84 (19,028.00) 1976 30 Years James Street Crossing Kent, WA 21,323,646.29 (2,184,250.64) 1989 30 Years Jefferson Way I Jacksonville, Fl 1,492,756.27 (64,307.37) 1987 30 Years Junipers at Yarmouth Yarmouth, ME 9,818,794.11 (1,241,647.00) 1970 30 Years Jupiter Cove I W. Palm Beach, FL 2,405,090.70 (103,558.97) 1987 30 Years Jupiter Cove II Jupiter, FL 1,718,588.65 (8,446.90) 1987 30 Years Jupiter Cove III W. Palm Beach, FL 2,441,683.43 (101,597.37) 1987 30 Years Kempton Downs Gresham, OR 13,352,381.82 (2,833,107.11) 1990 30 Years Ketwood Dayton, OH 2,683,358.92 (113,786.99) 1979 30 Years Keystone Austin, TX 5,766,767.29 (1,405,017.22) 1981 30 Years Kimmerly Glen Charlotte, NC 13,640,295.30 (1,047,628.37) 1986 30 Years Kings Colony Savannah, GA 2,316,582.93 (100,232.76) 1987 30 Years Kingsport Alexandria, VA 14,864,181.60 (3,407,038.74) 1986 30 Years Kirby Place Houston, TX 29,881,036.90 (3,020,200.90) 1994 30 Years Knox Landing Knoxville, TN 1,603,981.09 (71,363.45) 1986 30 Years La Costa Brava (ORL) Orlando, FL 7,794,948.86 (4,449,429.31) 1967 30 Years La Mariposa Mesa, AZ 15,017,878.53 (1,517,496.62) 1986 30 Years La Mirage San Diego, CA 151,983,497.77 (11,857,212.42) 1988/1992 30 Years La Reserve Oro Valley, AZ 8,542,662.75 (715,875.24) 1988 30 Years La Tour Fontaine Houston, TX 18,976,922.55 (1,256,600.34) 1994 30 Years Ladera Mesa, AZ 23,815,749.81 (2,246,675.59) 1995 30 Years Lake Point Charlotte, NC 14,854,210.86 (1,155,780.27) 1984 30 Years Lakes at Vinings Atlanta, GA 29,223,450.82 (2,089,906.17) 1972/1975 30 Years Lakeshore at Preston Plano, TX 18,814,788.08 (1,428,156.61) 1992 30 Years Lakeshore I (GA) Chattanooga, TN 1,776,180.15 (85,508.07) 1986 30 Years Lakeville Resort Petaluma, CA 28,760,842.03 (4,168,863.47) 1984 30 Years Lakewood Greens Dallas, TX 11,364,287.46 (922,737.85) 1986 30 Years Lakewood Oaks Dallas, TX 17,528,211.83 (3,924,709.97) 1987 30 Years Landera San Antonio, TX 8,099,829.11 (1,069,779.32) 1983 30 Years Landings (FL), The Winterhaven, FL 1,349,706.89 (60,307.84) 1984 30 Years Landings (TN) Memphis, TN 15,827,221.77 (1,201,313.98) 1986 30 Years Landings at Port Imperial W. New York, NJ 64,969,929.36 (80,567.50) 1999 30 Years Larkspur I (Hil) Hillard, OH 1,799,245.86 (76,571.07) 1983 30 Years Larkspur I (Mor) Dayton, OH 563,112.60 (25,185.78) 1982 30 Years Larkspur II Dayton, OH 294,631.08 (12,705.42) 1984 30 Years Larkspur Shores Hillard, OH 50,887,815.26 (3,195,143.40) 1983 30 Years Larkspur Woods Sacramento, CA 20,833,056.40 (1,820,071.36) 1989/1993 30 Years Laurel Bay Detroit, MI 1,837,069.86 (76,503.90) 1989 30 Years Laurel Court Toledo, OH 1,352,675.19 (58,917.50) 1978 30 Years Laurel Gardens Coral Springs, FL 31,322,855.77 (2,144,907.38) 1989 30 Years Laurel Glen Atlanta, GA 2,868,465.38 (118,440.64) 1986 30 Years Laurel Ridge Chapel Hill, NC 5,346,351.54 (3,082,037.32) 1975 30 Years Legacy at Cherry Creek Denver, CO 23,620,627.05 (24,489.02) 1999 30 Years Legends Tucson, AZ 20,929,608.29 (2,051,952.12) 1995 30 Years Lexington Farm Alpharetta, GA 25,209,358.99 (1,925,926.35) 1995 30 Years Lexington Glen Atlanta, GA 46,322,140.35 (3,205,970.64) 1990 30 Years Lexington Park Orlando, FL 14,981,005.78 (1,089,871.48) 1988 30 Years Lincoln Green I San Antonio, TX 7,252,057.13 (3,509,620.00) 1984/1986 30 Years Lincoln Green II San Antonio, TX 7,347,831.95 (3,019,292.98) 1984/1986 30 Years Lincoln Green III San Antonio, TX 2,774,421.70 (1,107,254.96) 1984/1986 30 Years Lincoln Heights Quincy, MA 39,870,586.69 (3,653,236.14) 1991 30 Years Lindendale Columbus, OH 2,126,202.40 (89,911.42) 1987 30 Years Link Terrace Savannah, GA 1,262,926.63 (54,670.05) 1984 30 Years Little Cottonwoods Tempe, AZ 30,681,864.68 (3,043,795.27) 1984 30 Years Lodge (OK), The Tulsa, OK 4,503,625.79 (2,690,673.01) 1979 30 Years Lodge (TX), The San Antonio, TX 10,954,774.75 (4,257,185.73) 1979(#) 30 Years Lofton Place Tampa, FL 19,583,088.92 (1,444,658.74) 1988 30 Years Longfellow Glen Sudbury, MA 8,469,225.62 (44,018.00) 1984 30 Years Longfellow Place Boston, MA (U) 239,727,075.86 (9,151,582.38) 1975 30 Years Longwood Decatur, GA 15,107,321.78 (3,460,139.35) 1992 30 Years Longwood (KY) Lexington,KY 1,471,782.53 (63,499.57) 1985 30 Years Loomis Manor West Hartford, CT 3,261,759.65 (16,897.00) 1948 30 Years
S-6
Initial Cost to Description Company -------------------------------------------------------------------------------------------------------------------------- Building & Apartment Name Location Encumbrances Land Fixtures -------------------------------------------------------------------------------------------------------------------------- Madison at Cedar Springs Dallas, TX 15,849,712.86 2,470,000.00 33,194,620.41 Madison at Chase Oaks Plano, TX - 3,055,000.00 28,932,884.84 Madison at River Sound Lawrenceville, GA - 3,666,999.30 47,387,106.44 Madison at Round Grove Austin, TX 14,680,520.38 2,626,000.00 25,682,373.18 Madison at Scofield Farms Austin, TX 12,895,681.37 2,080,000.00 14,597,971.03 Madison at Stone Creek Lewisville, TX - 2,535,000.00 22,611,699.63 Madison at the Arboretum Austin, TX - 1,046,500.00 9,638,268.79 Madison at Walnut Creek Austin, TX (E) 2,737,600.00 14,623,573.62 Madison at Wells Branch Austin, TX 13,998,877.89 2,400,000.00 16,370,878.87 Madison on Melrose Richardson, TX - 1,300,000.00 15,096,550.79 Madison on the Parkway Dallas, TX - 2,444,000.00 22,505,043.24 Mallard Cove Greenville, SC - 813,350.00 7,321,951.26 Mallard Cove at Conway Orlando, FL (Y) - 600,000.00 2,555,069.00 Mallgate Louisville, KY - - 6,702,515.00 Manchester (REIT) Jacksonville, Fl 1,278,237.90 184,100.00 1,657,193.63 Marabou Mills I Indianpolis, IN 1,389,764.46 224,177.96 1,974,952.13 Marabou Mills II Indianpolis, IN - 192,186.25 1,693,220.33 Marabou Mills III Indianpolis, IN 1,165,772.80 171,556.72 1,511,601.62 Mariner Club (FL) Pembroke Pines, FL 9,408,850.36 1,824,500.00 20,771,566.44 Mariners Wharf Orange Park, FL - 1,861,200.00 16,744,951.02 Mark Landing I Miami, FL 1,295,063.38 191,985.73 1,691,253.52 Marks Englewood, CO 20,515,000.00 4,928,500.00 44,621,813.77 Marquessa Corona Hills, CA (S) 6,888,500.00 21,604,583.64 Marsh Landing I Brunswick, GA - 133,192.75 1,173,573.30 Marshlanding II Brunswick, GA 940,149.20 111,187.09 979,679.39 Martha Lake Seattle, WA - 821,200.00 7,405,070.49 Martins Landing Roswell, GA 12,602,037.85 4,802,000.00 12,899,971.68 McAlpine Ridge Charlotte, NC - 1,284,000.00 11,557,251.77 McDowell Place Naperville, IL 15,207,124.60 2,580,400.00 23,209,628.88 Meadowland Athens, GA - 152,394.70 1,342,663.37 Meadowood (Cin) Cincinnati, OH - 330,734.47 2,913,731.09 Meadowood (Cra) Indianpolis, IN 1,081,801.59 132,470.53 1,167,168.72 Meadowood (Cuy) Akron, OH 1,264,231.16 201,406.59 1,774,784.23 Meadowood (FL) Huntington, KY 852,695.05 96,349.54 848,944.48 Meadowood (Fra) Franklin, IN 1,005,652.22 129,251.57 1,138,733.20 Meadowood (Log) Southbend, IN - 93,338.20 822,411.29 Meadowood (New) Evansville, IN 967,712.84 131,546.01 1,159,063.71 Meadowood (Nic) Lexington,KY 1,385,484.94 173,222.98 1,526,283.21 Meadowood (Tem) Toledo, MI 1,328,912.37 173,674.59 1,530,262.41 Meadowood (Wel) Youngstown, OH - 58,570.28 516,067.98 Meadowood Apts. (Man) Mansfield, OH 923,260.31 118,504.27 1,044,001.75 Meadowood I (GA) Atlanta, GA - 205,467.55 1,810,393.05 Meadowood I (MI) Jackson, MI 932,640.49 146,207.88 1,288,500.74 Meadowood I (OH) Columbus, OH - 146,912.36 1,294,457.97 Meadowood II (FL) Orlando, FL 808,736.45 160,366.67 1,413,005.15 Meadowood II (GA) Atlanta, GA - 176,968.08 1,559,544.46 Meadowood II (OH) Columbus, OH 478,622.01 57,801.92 509,198.89 Meadows I (OH), The Columbus, OH 771,553.02 150,800.30 1,328,616.01 Meadows II (OH), The Columbus, OH 1,147,493.65 186,636.48 1,644,520.78 Meadows in the Park Birmingham, AL - 1,000,900.00 8,533,099.29 Meadows on the Lake Birmingham, AL - 1,000,900.00 8,529,725.68 Meldon Place Toledo, OH 2,367,407.37 288,433.76 2,541,700.52 Merrifield Hagerstown, MD 2,013,509.66 268,711.88 2,367,644.55 Merrill Creek Tacoma, WA - 814,200.00 7,330,605.66 Merrimac Woods Costa Mesa, CA - 675,700.00 6,081,676.67 Merritt at Satellite Place Duluth, GA - 3,400,000.00 30,114,674.42 Miguel Place St. Petersburg, FL 1,455,448.72 199,349.05 1,756,482.38 Mill Pond Millersville, MD 7,781,206.72 2,880,000.00 8,939,239.49 Mill Run Savannah, GA 1,498,834.03 198,211.59 1,746,560.13 Mill Village Randolph, MA 12,560,000.00 6,185,300.00 13,191,505.89 Millburn Akron, OH 1,170,605.77 192,062.04 1,692,275.85 Millburn Court I Centerville, OH - 260,000.00 1,246,756.52 Millburn Court II Dayton, OH 898,564.77 122,870.44 1,082,697.52 Mirador Phoenix, AZ - 2,597,518.00 23,402,199.90 Mission Bay Orlando, FL - 2,432,000.00 21,623,560.46 Misty Woods Cary, NC - 720,790.00 18,063,934.26 Montecito Valencia, CA - 8,400,000.00 24,703,895.24 Montgomery Court I (MI) Lansing, MI 1,196,728.25 156,297.73 1,377,153.31 Montgomery Court I (OH) Columbus, OH 1,266,433.01 163,755.09 1,442,642.83 Montgomery Court II (OH) Columbus, OH - 149,733.82 1,319,417.16 Montierra Scottsdale, AZ - 3,455,000.00 17,266,786.53 Montrose Square Columbus, OH 1,647,061.41 193,266.04 1,703,260.43 Morgan Trace Atlanta, GA 1,412,964.81 239,102.45 2,105,728.19 Morningside Scottsdale, AZ (M) 670,470.00 12,607,976.02 Morningside (FL) Titusville, FL - 197,889.52 1,743,622.33 Mosswood I Orlando, FL 771,553.02 163,293.72 1,438,795.64 Mosswood II Orlando, FL 1,525,866.13 275,329.91 2,426,157.56 Mountain Park Ranch Phoenix, AZ (N) 1,662,332.00 18,260,275.87 Mountain Run Albuquerque, NM - 2,304,000.00 20,734,818.06 Mountain Terrace Stevenson Ranch, CA - 3,966,500.00 35,814,994.74 Nehoiden Glen Needham, MA 2,640,162.40 634,537.73 4,246,521.72 Newberry I Lansing, MI 1,124,794.01 183,508.91 1,616,913.48 Newberry II Lansing, MI 1,199,408.95 142,292.43 1,253,951.34 Newport Heights Seattle, WA - 391,200.00 3,522,780.07 Noonan Glen Winchester, MA 608,724.49 151,343.51 1,012,837.31 North Creek (Everett) Evertt, WA 8,065,227.02 3,967,500.00 12,411,014.56 North Creek Heights Seattle, WA - 753,800.00 6,786,777.96 North Hill Atlanta, GA 15,853,672.28 2,525,300.00 18,550,989.31 Cost Capitalized Subsequent to Gross Amount Carried Acquisition at Close of Description (Improvements, net) (H) Period 12/31/00 ---------------------------------------------------------------------------------------------------------------------------------- Building & Building & Apartment Name Location Land Fixtures Land Fixtures (A) ---------------------------------------------------------------------------------------------------------------------------------- Madison at Cedar Springs Dallas, TX - 142,592.13 2,470,000.00 33,337,212.54 Madison at Chase Oaks Plano, TX - 330,639.67 3,055,000.00 29,263,524.51 Madison at River Sound Lawrenceville, GA - 162,012.38 3,666,999.30 47,549,118.82 Madison at Round Grove Austin, TX - 288,159.80 2,626,000.00 25,970,532.98 Madison at Scofield Farms Austin, TX - 18,533.33 2,080,000.00 14,616,504.36 Madison at Stone Creek Lewisville, TX - 296,852.62 2,535,000.00 22,908,552.25 Madison at the Arboretum Austin, TX - 263,488.57 1,046,500.00 9,901,757.36 Madison at Walnut Creek Austin, TX - 389,353.44 2,737,600.00 15,012,927.06 Madison at Wells Branch Austin, TX - 17,121.32 2,400,000.00 16,388,000.19 Madison on Melrose Richardson, TX - 123,185.60 1,300,000.00 15,219,736.39 Madison on the Parkway Dallas, TX - 229,216.30 2,444,000.00 22,734,259.54 Mallard Cove Greenville, SC - 841,307.04 813,350.00 8,163,258.30 Mallard Cove at Conway Orlando, FL (Y) - 5,105,784.24 600,000.00 7,660,853.24 Mallgate Louisville, KY - 4,723,736.63 - 11,426,251.63 Manchester (REIT) Jacksonville, Fl - - 184,100.00 1,657,193.63 Marabou Mills I Indianpolis, IN - 114,211.32 224,177.96 2,089,163.45 Marabou Mills II Indianpolis, IN - 81,415.42 192,186.25 1,774,635.75 Marabou Mills III Indianpolis, IN - 62,488.76 171,556.72 1,574,090.38 Mariner Club (FL) Pembroke Pines, FL - 300,847.77 1,824,500.00 21,072,414.21 Mariners Wharf Orange Park, FL - 292,747.33 1,861,200.00 17,037,698.35 Mark Landing I Miami, FL - 39,642.30 191,985.73 1,730,895.82 Marks Englewood, CO - 1,264,993.86 4,928,500.00 45,886,807.63 Marquessa Corona Hills, CA - 694,904.83 6,888,500.00 22,299,488.47 Marsh Landing I Brunswick, GA - 60,054.23 133,192.75 1,233,627.53 Marshlanding II Brunswick, GA - 59,758.15 111,187.09 1,039,437.54 Martha Lake Seattle, WA - 689,474.84 821,200.00 8,094,545.33 Martins Landing Roswell, GA - 389,778.94 4,802,000.00 13,289,750.62 McAlpine Ridge Charlotte, NC - 952,201.11 1,284,000.00 12,509,452.88 McDowell Place Naperville, IL - 1,088,997.60 2,580,400.00 24,298,626.48 Meadowland Athens, GA - 22,888.96 152,394.70 1,365,552.33 Meadowood (Cin) Cincinnati, OH - 64,714.95 330,734.47 2,978,446.04 Meadowood (Cra) Indianpolis, IN - 44,519.27 132,470.53 1,211,687.99 Meadowood (Cuy) Akron, OH - 20,746.19 201,406.59 1,795,530.42 Meadowood (FL) Huntington, KY - 33,755.51 96,349.54 882,699.99 Meadowood (Fra) Franklin, IN - 45,368.67 129,251.57 1,184,101.87 Meadowood (Log) Southbend, IN - 21,959.38 93,338.20 844,370.67 Meadowood (New) Evansville, IN - 34,015.95 131,546.01 1,193,079.66 Meadowood (Nic) Lexington,KY - 53,237.19 173,222.98 1,579,520.40 Meadowood (Tem) Toledo, MI - 12,135.51 173,674.59 1,542,397.92 Meadowood (Wel) Youngstown, OH - 36,058.94 58,570.28 552,126.92 Meadowood Apts. (Man) Mansfield, OH - 42,311.73 118,504.27 1,086,313.48 Meadowood I (GA) Atlanta, GA - 35,435.02 205,467.55 1,845,828.07 Meadowood I (MI) Jackson, MI - 37,625.27 146,207.88 1,326,126.01 Meadowood I (OH) Columbus, OH - 143,719.46 146,912.36 1,438,177.43 Meadowood II (FL) Orlando, FL - 21,090.91 160,366.67 1,434,096.06 Meadowood II (GA) Atlanta, GA - 31,765.69 176,968.08 1,591,310.15 Meadowood II (OH) Columbus, OH - 58,879.28 57,801.92 568,078.17 Meadows I (OH), The Columbus, OH - 47,886.61 150,800.30 1,376,502.62 Meadows II (OH), The Columbus, OH - 49,581.33 186,636.48 1,694,102.11 Meadows in the Park Birmingham, AL - 381,567.66 1,000,900.00 8,914,666.95 Meadows on the Lake Birmingham, AL - 268,998.99 1,000,900.00 8,798,724.67 Meldon Place Toledo, OH - 206,641.46 288,433.76 2,748,341.98 Merrifield Hagerstown, MD - 20,336.58 268,711.88 2,387,981.13 Merrill Creek Tacoma, WA - 132,885.74 814,200.00 7,463,491.40 Merrimac Woods Costa Mesa, CA - 566,076.54 675,700.00 6,647,753.21 Merritt at Satellite Place Duluth, GA - 39,633.11 3,400,000.00 30,154,307.53 Miguel Place St. Petersburg, FL - 45,489.08 199,349.05 1,801,971.46 Mill Pond Millersville, MD - 415,563.09 2,880,000.00 9,354,802.58 Mill Run Savannah, GA - 25,427.62 198,211.59 1,771,987.75 Mill Village Randolph, MA - 659,067.62 6,185,300.00 13,850,573.51 Millburn Akron, OH - 17,929.20 192,062.04 1,710,205.05 Millburn Court I Centerville, OH - (90.30) 260,000.00 1,246,666.22 Millburn Court II Dayton, OH - 135,504.60 122,870.44 1,218,202.12 Mirador Phoenix, AZ - 267,158.65 2,597,518.00 23,669,358.55 Mission Bay Orlando, FL - 302,839.92 2,432,000.00 21,926,400.38 Misty Woods Cary, NC - 1,421,867.44 720,790.00 19,485,801.70 Montecito Valencia, CA - - 8,400,000.00 24,703,895.24 Montgomery Court I (MI) Lansing, MI - 32,282.64 156,297.73 1,409,435.95 Montgomery Court I (OH) Columbus, OH - 111,240.57 163,755.09 1,553,883.40 Montgomery Court II (OH) Columbus, OH - 38,962.78 149,733.82 1,358,379.94 Montierra Scottsdale, AZ - 69,093.86 3,455,000.00 17,335,880.39 Montrose Square Columbus, OH - 112,894.15 193,266.04 1,816,154.58 Morgan Trace Atlanta, GA - 66,376.28 239,102.45 2,172,104.47 Morningside Scottsdale, AZ - 211,318.40 670,470.00 12,819,294.42 Morningside (FL) Titusville, FL - 186,314.74 197,889.52 1,929,937.07 Mosswood I Orlando, FL - 41,310.00 163,293.72 1,480,105.64 Mosswood II Orlando, FL - 49,457.94 275,329.91 2,475,615.50 Mountain Park Ranch Phoenix, AZ - 440,821.35 1,662,332.00 18,701,097.22 Mountain Run Albuquerque, NM - 932,400.28 2,304,000.00 21,667,218.34 Mountain Terrace Stevenson Ranch, CA - 603,640.20 3,966,500.00 36,418,634.94 Nehoiden Glen Needham, MA - 15,438.95 634,537.73 4,261,960.67 Newberry I Lansing, MI - 91,682.79 183,508.91 1,708,596.27 Newberry II Lansing, MI - 77,190.99 142,292.43 1,331,142.33 Newport Heights Seattle, WA - 452,936.04 391,200.00 3,975,716.11 Noonan Glen Winchester, MA - 21.04 151,343.51 1,012,858.35 North Creek (Everett) Evertt, WA - 322,848.25 3,967,500.00 12,733,862.81 North Creek Heights Seattle, WA - 210,966.99 753,800.00 6,997,744.95 North Hill Atlanta, GA - 3,663,299.94 2,525,300.00 22,214,289.25 Life Used to Description Compute ------------------------------------------------------------------------------------------------------------------- Depreciation in Accumulated Date of Latest Income Apartment Name Location Total (B) Depreciation Construction Statement (C) ---------------------------------------------------------------------------------------------------------------------------------- Madison at Cedar Springs Dallas, TX 35,807,212.54 (2,601,153.25) 1995 30 Years Madison at Chase Oaks Plano, TX 32,318,524.51 (2,344,187.59) 1995 30 Years Madison at River Sound Lawrenceville, GA 51,216,118.12 (3,735,167.43) 1996 30 Years Madison at Round Grove Austin, TX 28,596,532.98 (2,091,049.85) 1995 30 Years Madison at Scofield Farms Austin, TX 16,696,504.36 (115,307.63) 1996 30 Years Madison at Stone Creek Lewisville, TX 25,443,552.25 (1,855,962.09) 1995 30 Years Madison at the Arboretum Austin, TX 10,948,257.36 (818,887.40) 1995 30 Years Madison at Walnut Creek Austin, TX 17,750,527.06 (1,823,021.93) 1994 30 Years Madison at Wells Branch Austin, TX 18,788,000.19 (129,836.36) 1995 30 Years Madison on Melrose Richardson, TX 16,519,736.39 (1,198,657.61) 1995 30 Years Madison on the Parkway Dallas, TX 25,178,259.54 (1,825,778.87) 1995 30 Years Mallard Cove Greenville, SC 8,976,608.30 (1,593,802.51) 1983 30 Years Mallard Cove at Conway Orlando, FL (Y) 8,260,853.24 (5,264,830.00) 1974 30 Years Mallgate Louisville, KY 11,426,251.63 (8,110,487.53) 1969 30 Years Manchester (REIT) Jacksonville, Fl 1,841,293.63 - 1985 30 Years Marabou Mills I Indianpolis, IN 2,313,341.41 (99,990.49) 1986 30 Years Marabou Mills II Indianpolis, IN 1,966,822.00 (83,713.80) 1987 30 Years Marabou Mills III Indianpolis, IN 1,745,647.10 (73,371.71) 1987 30 Years Mariner Club (FL) Pembroke Pines, FL 22,896,914.21 (1,702,096.03) 1988 30 Years Mariners Wharf Orange Park, FL 18,898,898.35 (2,041,405.67) 1989 30 Years Mark Landing I Miami, FL 1,922,881.55 (80,732.51) 1987 30 Years Marks Englewood, CO 50,815,307.63 (6,048,756.60) 1987 30 Years Marquessa Corona Hills, CA 29,187,988.47 (2,578,105.54) 1992 30 Years Marsh Landing I Brunswick, GA 1,366,820.28 (58,877.51) 1984 30 Years Marshlanding II Brunswick, GA 1,150,624.63 (50,172.51) 1986 30 Years Martha Lake Seattle, WA 8,915,745.33 (1,053,162.13) 1991 30 Years Martins Landing Roswell, GA 18,091,750.62 (1,279,329.97) 1972 30 Years McAlpine Ridge Charlotte, NC 13,793,452.88 (3,072,907.68) 1989-90 30 Years McDowell Place Naperville, IL 26,879,026.48 (3,856,272.99) 1988 30 Years Meadowland Athens, GA 1,517,947.03 (64,730.56) 1984 30 Years Meadowood (Cin) Cincinnati, OH 3,309,180.51 (138,885.00) 1985 30 Years Meadowood (Cra) Indianpolis, IN 1,344,158.52 (60,350.40) 1983 30 Years Meadowood (Cuy) Akron, OH 1,996,937.01 (82,309.31) 1985 30 Years Meadowood (FL) Huntington, KY 979,049.53 (44,049.06) 1983 30 Years Meadowood (Fra) Franklin, IN 1,313,353.44 (58,273.30) 1983 30 Years Meadowood (Log) Southbend, IN 937,708.87 (41,508.73) 1984 30 Years Meadowood (New) Evansville, IN 1,324,625.67 (59,357.72) 1984 30 Years Meadowood (Nic) Lexington,KY 1,752,743.38 (76,286.08) 1983 30 Years Meadowood (Tem) Toledo, MI 1,716,072.51 (71,177.46) 1984 30 Years Meadowood (Wel) Youngstown, OH 610,697.20 (27,780.79) 1986 30 Years Meadowood Apts. (Man) Mansfield, OH 1,204,817.75 (51,401.45) 1983 30 Years Meadowood I (GA) Atlanta, GA 2,051,295.62 (84,791.95) 1982 30 Years Meadowood I (MI) Jackson, MI 1,472,333.89 (60,179.91) 1983 30 Years Meadowood I (OH) Columbus, OH 1,585,089.79 (69,312.59) 1984 30 Years Meadowood II (FL) Orlando, FL 1,594,462.73 (66,457.35) 1980 30 Years Meadowood II (GA) Atlanta, GA 1,768,278.23 (73,506.87) 1984 30 Years Meadowood II (OH) Columbus, OH 625,880.09 (27,063.00) 1985 30 Years Meadows I (OH), The Columbus, OH 1,527,302.92 (67,089.39) 1985 30 Years Meadows II (OH), The Columbus, OH 1,880,738.59 (80,219.47) 1987 30 Years Meadows in the Park Birmingham, AL 9,915,566.95 (1,087,953.69) 1986 30 Years Meadows on the Lake Birmingham, AL 9,799,624.67 (1,032,920.41) 1987 30 Years Meldon Place Toledo, OH 3,036,775.74 (140,126.29) 1978 30 Years Merrifield Hagerstown, MD 2,656,693.01 (110,823.97) 1988 30 Years Merrill Creek Tacoma, WA 8,277,691.40 (1,004,509.23) 1994 30 Years Merrimac Woods Costa Mesa, CA 7,323,453.21 (1,136,455.44) 1970 30 Years Merritt at Satellite Place Duluth, GA 33,554,307.53 (1,331,535.88) 1999 30 Years Miguel Place St. Petersburg, FL 2,001,320.51 (87,577.08) 1987 30 Years Mill Pond Millersville, MD 12,234,802.58 (721,776.20) 1984 30 Years Mill Run Savannah, GA 1,970,199.34 (84,375.31) 1986 30 Years Mill Village Randolph, MA 20,035,873.51 (1,626,188.83) 1971/1977 30 Years Millburn Akron, OH 1,902,267.09 (77,938.54) 1984 30 Years Millburn Court I Centerville, OH 1,506,666.22 (8,015.52) 1979 30 Years Millburn Court II Dayton, OH 1,341,072.56 (57,237.83) 1981 30 Years Mirador Phoenix, AZ 26,266,876.55 (2,586,000.23) 1995 30 Years Mission Bay Orlando, FL 24,358,400.38 (1,765,571.45) 1991 30 Years Misty Woods Cary, NC 20,206,591.70 (1,728,571.66) 1984 30 Years Montecito Valencia, CA 33,103,895.24 (23,841.04) 1999 30 Years Montgomery Court I (MI) Lansing, MI 1,565,733.68 (67,894.37) 1984 30 Years Montgomery Court I (OH) Columbus, OH 1,717,638.49 (76,513.70) 1985 30 Years Montgomery Court II (OH) Columbus, OH 1,508,113.76 (63,541.96) 1986 30 Years Montierra Scottsdale, AZ 20,790,880.39 (1,083,393.36) 1999 30 Years Montrose Square Columbus, OH 2,009,420.62 (93,480.78) 1987 30 Years Morgan Trace Atlanta, GA 2,411,206.92 (100,253.96) 1986 30 Years Morningside Scottsdale, AZ 13,489,764.42 (1,416,875.47) 1989 30 Years Morningside (FL) Titusville, FL 2,127,826.59 (106,083.46) 1984 30 Years Mosswood I Orlando, FL 1,643,399.36 (70,568.60) 1981 30 Years Mosswood II Orlando, FL 2,750,945.41 (115,763.87) 1982 30 Years Mountain Park Ranch Phoenix, AZ 20,363,429.22 (2,107,351.49) 1994 30 Years Mountain Run Albuquerque, NM 23,971,218.34 (3,070,576.20) 1985 30 Years Mountain Terrace Stevenson Ranch, CA 40,385,134.94 (5,368,999.46) 1992 30 Years Nehoiden Glen Needham, MA 4,896,498.40 (25,286.00) 1978 30 Years Newberry I Lansing, MI 1,892,105.18 (81,061.16) 1985 30 Years Newberry II Lansing, MI 1,473,434.76 (62,980.28) 1986 30 Years Newport Heights Seattle, WA 4,366,916.11 (1,012,211.48) 1985 30 Years Noonan Glen Winchester, MA 1,164,201.86 (6,127.00) 1983 30 Years North Creek (Everett) Evertt, WA 16,701,362.81 (1,153,335.71) 1986 30 Years North Creek Heights Seattle, WA 7,751,544.95 (935,701.12) 1990 30 Years North Hill Atlanta, GA 24,739,589.25 (3,578,303.15) 1984 30 Years S-7 Initial Cost to Description Company -------------------------------------------------------------------------------------------------------------------------- Building & Apartment Name Location Encumbrances Land Fixtures -------------------------------------------------------------------------------------------------------------------------- Northampton 1 Largo, MD 20,182,059.56 1,843,200.00 17,321,158.75 Northampton 2 Largo, MD - 1,513,500.00 14,454,212.27 Northgate Village San Antonio, TX - 660,100.00 5,974,145.35 Northglen Valencia, CA 15,372,390.93 9,360,000.00 20,773,302.26 Northlake (FL) Jacksonville, FL - 1,168,400.00 10,514,526.43 Northridge Pleasant Hill, CA - 5,527,800.00 14,691,704.52 Northridge (GA) Atlanta, GA - 238,810.55 2,104,181.16 Northrup Court I Pittsburgh, PA 1,359,772.30 189,245.89 1,667,462.56 Northrup Court II Pittsburgh, PA 870,255.75 157,190.30 1,385,017.88 Northwoods Village Cary, NC (E) 1,369,700.00 11,460,336.89 Norton Glen Norton, MA 4,987,385.64 1,012,555.59 6,776,333.59 Nova Glen I Daytona Beach, FL - 142,085.70 1,251,929.83 Nova Glen II Daytona Beach, FL - 175,167.84 1,543,419.55 Novawood I Daytona Beach, FL 155,000.00 122,311.47 1,077,897.38 Novawood II Daytona Beach, FL 708,758.37 144,401.43 1,272,483.95 Oak Gardens Miami, FL - 329,967.88 2,907,287.62 Oak Mill 2 Germantown, MD 9,507,486.00 854,132.73 8,231,036.03 Oak Park North Agoura Hills, CA (L) 1,706,900.00 15,362,665.94 Oak Park South Agoura Hills, CA (L) 1,683,800.00 15,154,607.90 Oak Ridge Orlando, FL 1,203,929.47 173,616.92 1,529,936.27 Oak Shade Daytona Beach, FL - 229,403.00 2,021,290.39 Oakland Hills Margate, FL 4,934,802.46 3,040,000.00 4,930,603.61 Oakley Woods Atlanta, GA 1,115,841.85 165,448.86 1,457,484.78 Oaks (NC) Charlotte, NC - 2,196,744.00 23,601,539.52 Oakwood Manor Miami, FL - 173,246.93 1,525,972.93 Oakwood Village (FL) St. Petersburg, FL - 145,546.87 1,282,426.57 Oakwood Village (GA) Augusta, GA - 161,174.07 1,420,119.23 Ocean Walk Key West, FL 21,079,921.00 2,838,748.50 25,545,008.72 Old Archer Court Gainesville, FL 978,052.06 170,323.43 1,500,735.06 Old Mill Glen Maynard, MA 2,089,470.51 396,755.99 2,655,213.19 Olde Redmond Place Redmond, WA 8,904,777.87 4,807,100.00 14,126,038.08 Olentangy Commons (OH) Columbus, OH - 3,032,335.88 22,821,060.74 Olivewood (MI) Detriot, MI 3,257,916.99 519,166.75 4,574,904.84 Olivewood I Indianapolis, IN - 184,701.38 1,627,420.44 Olivewood II Indianapolis, IN 1,277,133.42 186,234.55 1,640,570.51 One Eton Square Tulsa, OK - 1,570,100.00 14,130,936.96 Orange Grove Village Tucson, AZ (M) 1,813,154.00 14,893,346.51 Orchard Ridge Seattle, WA - 485,600.00 4,372,032.68 Overlook San Antonio, TX - 1,100,200.00 9,901,516.56 Overlook Manor Frederick, MD - 1,299,100.00 3,930,002.85 Overlook Manor II Frederick, MD 5,740,000.00 2,186,300.00 6,262,597.06 Overlook Manor III Frederick, MD - 1,026,300.00 3,027,389.58 Paces Station Atlanta, GA - 4,801,500.00 32,548,052.56 Palatka Oaks I Gainesville, FL 185,067.98 49,535.37 436,420.62 Palatka Oaks II Gainesville, FL 203,574.76 42,766.52 376,720.61 Palm Place Sarasota. FL - 248,314.81 2,188,339.09 Palms at South Shore League City, TX - 1,200,000.00 16,522,432.71 Panther Ridge Seattle, WA - 1,055,800.00 9,506,116.69 Paradise Pointe Dania, FL - 1,913,414.15 17,417,955.82 Parc Royale Houston, TX 8,674,944.47 2,223,000.00 11,936,832.68 Park Knoll Atlanta, GA - 2,908,800.00 26,175,911.24 Park Meadow Gilbert, AZ (M) 835,217.00 15,120,768.64 Park Place (MN) Plymouth, MN 8,659,378.86 1,219,900.00 10,962,352.20 Park Place (TX) Houston, TX 9,874,111.75 1,603,000.00 11,961,283.91 Park Place II Plymouth, MN 8,699,665.05 1,216,100.00 10,953,464.51 Park Place West (CT) West Hartford, CT - 466,243.49 3,120,244.92 Park West (CA) Los Angeles, CA - 3,033,500.00 27,302,382.65 Park West (TX) Austin, TX - 648,705.00 4,738,541.73 Park West End (VA) Richmond, VA 7,168,169.21 1,562,500.00 11,871,449.21 Parkcrest Southfield, MI 7,000,638.90 1,265,000.00 10,404,806.99 Parkfield Denver, CO - 8,330,000.00 25,784,688.04 Parkridge Place Las Colinas, TX - 6,432,900.00 17,094,962.48 Parkside Union City, CA - 6,246,700.00 11,827,452.91 Parkview Terrace Redlands, CA - 4,969,200.00 35,653,777.06 Parkville (Col) Columbus, OH 1,733,617.51 150,432.98 1,325,756.49 Parkville (IN) Muncie, IN 737,073.11 103,434.26 911,493.58 Parkville (Par) Dayton, OH - 127,863.02 1,126,637.55 Parkville (WV) Parkersburg, WV - 105,459.86 929,406.33 Parkway North (REIT) Ft. Meyers, FL 1,128,510.95 145,350.00 1,308,114.98 Parkwood (CT) East Haven, CT 2,841,649.00 531,364.67 3,556,055.88 Parkwood East Fort Collins, CO - 1,644,000.00 14,790,697.98 Patchen Oaks Lexington, KY - 1,345,300.00 8,129,209.54 Pelican Pointe I Jacksonville, FL 1,275,480.81 213,514.94 1,881,395.34 Pelican Pointe II Jacksonville, FL 970,732.66 184,852.21 1,628,503.44 Pembroke Lake Virginia Beach, VA (V) 8,961,466.42 511,947.00 9,041,120.50 Phillips Park Wellesley, MA 4,080,419.94 816,921.82 5,467,092.18 Pine Barrens Jacksonville, FL 1,462,036.82 268,302.86 2,364,040.59 Pine Harbour Orlando, FL - 1,664,300.00 14,970,914.84 Pine Knoll Atlanta, GA 1,203,890.79 138,052.24 1,216,390.69 Pine Lake Tampa, FL 645,990.21 79,876.79 703,801.58 Pine Meadow Greensboro, NC 4,608,042.38 720,650.00 6,483,337.55 Pine Meadows I (FL) Ft. Meyers, FL - 152,019.39 1,339,596.48 Pine Terrace I Panama City, FL 2,137,154.04 288,991.84 2,546,426.41 Pine Tree Club Wildwood, MO - 1,125,000.00 7,017,082.20 Pinellas Pines St. Petersburg, FL 1,538,791.38 174,999.26 1,541,934.20 Pines of Cloverlane Pittsfield Township, MI - 1,907,800.00 16,757,519.36 Pines of Springdale West Palm Beach, FL - 473,867.00 4,416,174.32 Pinney Brook Ellington, CT - 198,450.84 1,328,094.09 Cost Capitalized Subsequent to Gross Amount Carried Acquisition at Close of Description (Improvements, net) (H) Period 12/31/00 ---------------------------------------------------------------------------------------------------------------------------------- Building & Building & Apartment Name Location Land Fixtures Land Fixtures (A) ---------------------------------------------------------------------------------------------------------------------------------- Northampton 1 Largo, MD - 2,451,071.74 1,843,200.00 19,772,230.49 Northampton 2 Largo, MD - 621,542.15 1,513,500.00 15,075,754.42 Northgate Village San Antonio, TX - 819,566.15 660,100.00 6,793,711.50 Northglen Valencia, CA - - 9,360,000.00 20,773,302.26 Northlake (FL) Jacksonville, FL - 308,191.68 1,168,400.00 10,822,718.11 Northridge Pleasant Hill, CA - 752,771.36 5,527,800.00 15,444,475.88 Northridge (GA) Atlanta, GA - 58,208.56 238,810.55 2,162,389.72 Northrup Court I Pittsburgh, PA - 60,679.30 189,245.89 1,728,141.86 Northrup Court II Pittsburgh, PA - 59,308.63 157,190.30 1,444,326.51 Northwoods Village Cary, NC - 910,474.32 1,369,700.00 12,370,811.21 Norton Glen Norton, MA - 11,922.72 1,012,555.59 6,788,256.31 Nova Glen I Daytona Beach, FL - 78,487.14 142,085.70 1,330,416.97 Nova Glen II Daytona Beach, FL - 60,806.94 175,167.84 1,604,226.49 Novawood I Daytona Beach, FL - 43,462.92 122,311.47 1,121,360.30 Novawood II Daytona Beach, FL - 46,284.22 144,401.43 1,318,768.17 Oak Gardens Miami, FL - 34,767.60 329,967.88 2,942,055.22 Oak Mill 2 Germantown, MD - 1,296,531.57 854,132.73 9,527,567.60 Oak Park North Agoura Hills, CA - 288,555.90 1,706,900.00 15,651,221.84 Oak Park South Agoura Hills, CA - 363,657.94 1,683,800.00 15,518,265.84 Oak Ridge Orlando, FL - 40,992.55 173,616.92 1,570,928.82 Oak Shade Daytona Beach, FL - 42,070.94 229,403.00 2,063,361.33 Oakland Hills Margate, FL - 43,752.43 3,040,000.00 4,974,356.04 Oakley Woods Atlanta, GA - 80,457.93 165,448.86 1,537,942.71 Oaks (NC) Charlotte, NC - 155,597.69 2,196,744.00 23,757,137.21 Oakwood Manor Miami, FL - 26,185.86 173,246.93 1,552,158.79 Oakwood Village (FL) St. Petersburg, FL - 177,390.47 145,546.87 1,459,817.04 Oakwood Village (GA) Augusta, GA - 23,566.64 161,174.07 1,443,685.87 Ocean Walk Key West, FL - 452,357.47 2,838,748.50 25,997,366.19 Old Archer Court Gainesville, FL - 199,770.38 170,323.43 1,700,505.44 Old Mill Glen Maynard, MA - 7,287.00 396,755.99 2,662,500.19 Olde Redmond Place Redmond, WA - 210,029.86 4,807,100.00 14,336,067.94 Olentangy Commons (OH) Columbus, OH - 7,977,433.79 3,032,335.88 30,798,494.53 Olivewood (MI) Detriot, MI - 138,505.46 519,166.75 4,713,410.30 Olivewood I Indianapolis, IN - 45,908.65 184,701.38 1,673,329.09 Olivewood II Indianapolis, IN - 43,720.07 186,234.55 1,684,290.58 One Eton Square Tulsa, OK - 1,057,948.68 1,570,100.00 15,188,885.64 Orange Grove Village Tucson, AZ - 448,985.18 1,813,154.00 15,342,331.69 Orchard Ridge Seattle, WA - 281,929.61 485,600.00 4,653,962.29 Overlook San Antonio, TX - 822,438.90 1,100,200.00 10,723,955.46 Overlook Manor Frederick, MD - 317,369.85 1,299,100.00 4,247,372.70 Overlook Manor II Frederick, MD - 87,578.98 2,186,300.00 6,350,176.04 Overlook Manor III Frederick, MD - 50,625.33 1,026,300.00 3,078,014.91 Paces Station Atlanta, GA - 2,659,683.27 4,801,500.00 35,207,735.83 Palatka Oaks I Gainesville, FL - 31,398.05 49,535.37 467,818.67 Palatka Oaks II Gainesville, FL - 16,994.96 42,766.52 393,715.57 Palm Place Sarasota. FL - 258,604.20 248,314.81 2,446,943.29 Palms at South Shore League City, TX - 531,584.52 1,200,000.00 17,054,017.23 Panther Ridge Seattle, WA - 666,711.38 1,055,800.00 10,172,828.07 Paradise Pointe Dania, FL - 1,903,465.59 1,913,414.15 19,321,421.41 Parc Royale Houston, TX - 137,456.10 2,223,000.00 12,074,288.78 Park Knoll Atlanta, GA - 2,152,210.66 2,908,800.00 28,328,121.90 Park Meadow Gilbert, AZ - 391,349.72 835,217.00 15,512,118.36 Park Place (MN) Plymouth, MN - 730,360.81 1,219,900.00 11,692,713.01 Park Place (TX) Houston, TX - 217,784.50 1,603,000.00 12,179,068.41 Park Place II Plymouth, MN - 558,088.89 1,216,100.00 11,511,553.40 Park Place West (CT) West Hartford, CT - 4,719.07 466,243.49 3,124,963.99 Park West (CA) Los Angeles, CA - 1,048,861.74 3,033,500.00 28,351,244.39 Park West (TX) Austin, TX - 585,503.75 648,705.00 5,324,045.48 Park West End (VA) Richmond, VA - 462,488.97 1,562,500.00 12,333,938.18 Parkcrest Southfield, MI - 522,611.28 1,265,000.00 10,927,418.27 Parkfield Denver, CO - - 8,330,000.00 25,784,688.04 Parkridge Place Las Colinas, TX - 772,122.64 6,432,900.00 17,867,085.12 Parkside Union City, CA - 1,000,913.36 6,246,700.00 12,828,366.27 Parkview Terrace Redlands, CA - 847,918.64 4,969,200.00 36,501,695.70 Parkville (Col) Columbus, OH - 120,345.95 150,432.98 1,446,102.44 Parkville (IN) Muncie, IN - 51,557.08 103,434.26 963,050.66 Parkville (Par) Dayton, OH - 26,378.90 127,863.02 1,153,016.45 Parkville (WV) Parkersburg, WV - 14,198.14 105,459.86 943,604.47 Parkway North (REIT) Ft. Meyers, FL - - 145,350.00 1,308,114.98 Parkwood (CT) East Haven, CT - 11,571.64 531,364.67 3,567,627.52 Parkwood East Fort Collins, CO - 281,320.74 1,644,000.00 15,072,018.72 Patchen Oaks Lexington, KY - 407,249.84 1,345,300.00 8,536,459.38 Pelican Pointe I Jacksonville, FL - 108,966.95 213,514.94 1,990,362.29 Pelican Pointe II Jacksonville, FL - 38,112.01 184,852.21 1,666,615.45 Pembroke Lake Virginia Beach, VA (V) - 159,743.03 511,947.00 9,200,863.53 Phillips Park Wellesley, MA - 9,211.33 816,921.82 5,476,303.51 Pine Barrens Jacksonville, FL - 108,750.37 268,302.86 2,472,790.96 Pine Harbour Orlando, FL - 1,211,147.54 1,664,300.00 16,182,062.38 Pine Knoll Atlanta, GA - 26,320.89 138,052.24 1,242,711.58 Pine Lake Tampa, FL - 15,684.40 79,876.79 719,485.98 Pine Meadow Greensboro, NC - 900,286.24 720,650.00 7,383,623.79 Pine Meadows I (FL) Ft. Meyers, FL - 217,128.02 152,019.39 1,556,724.50 Pine Terrace I Panama City, FL - 169,603.74 288,991.84 2,716,030.15 Pine Tree Club Wildwood, MO - 173,489.69 1,125,000.00 7,190,571.89 Pinellas Pines St. Petersburg, FL - 37,619.35 174,999.26 1,579,553.55 Pines of Cloverlane Pittsfield Township, MI - 4,316,146.61 1,907,800.00 21,073,665.97 Pines of Springdale West Palm Beach, FL - 656,251.02 473,867.00 5,072,425.34 Pinney Brook Ellington, CT - - 198,450.84 1,328,094.09 Life Used to Description Compute ------------------------------------------------------------------------------------------------------------------- Depreciation in Accumulated Date of Latest Income Apartment Name Location Total (B) Depreciation Construction Statement (C) ---------------------------------------------------------------------------------------------------------------------------------- Northampton 1 Largo, MD 21,615,430.49 (5,462,335.82) 1977 30 Years Northampton 2 Largo, MD 16,589,254.42 (3,536,637.90) 1988 30 Years Northgate Village San Antonio, TX 7,453,811.50 (2,139,680.82) 1984 30 Years Northglen Valencia, CA 30,133,302.26 (20,312.86) 1988 30 Years Northlake (FL) Jacksonville, FL 11,991,118.11 (1,338,566.85) 1989 30 Years Northridge Pleasant Hill, CA 20,972,275.88 (1,547,056.61) 1974 30 Years Northridge (GA) Atlanta, GA 2,401,200.27 (100,797.97) 1985 30 Years Northrup Court I Pittsburgh, PA 1,917,387.75 (80,142.86) 1985 30 Years Northrup Court II Pittsburgh, PA 1,601,516.81 (67,743.33) 1985 30 Years Northwoods Village Cary, NC 13,740,511.21 (1,589,866.55) 1986 30 Years Norton Glen Norton, MA 7,800,811.90 (41,813.00) 1983 30 Years Nova Glen I Daytona Beach, FL 1,472,502.67 (65,427.22) 1984 30 Years Nova Glen II Daytona Beach, FL 1,779,394.33 (78,150.48) 1986 30 Years Novawood I Daytona Beach, FL 1,243,671.77 (53,965.55) 1980 30 Years Novawood II Daytona Beach, FL 1,463,169.60 (62,139.92) 1980 30 Years Oak Gardens Miami, FL 3,272,023.10 (136,496.16) 1988 30 Years Oak Mill 2 Germantown, MD 10,381,700.33 (2,044,495.72) 1985 30 Years Oak Park North Agoura Hills, CA 17,358,121.84 (2,804,451.35) 1990 30 Years Oak Park South Agoura Hills, CA 17,202,065.84 (3,003,585.79) 1989 30 Years Oak Ridge Orlando, FL 1,744,545.74 (74,859.72) 1985 30 Years Oak Shade Daytona Beach, FL 2,292,764.33 (96,973.79) 1985 30 Years Oakland Hills Margate, FL 8,014,356.04 (70,444.37) 1987 30 Years Oakley Woods Atlanta, GA 1,703,391.57 (77,212.28) 1984 30 Years Oaks (NC) Charlotte, NC 25,953,881.21 (1,889,639.95) 1996 30 Years Oakwood Manor Miami, FL 1,725,405.72 (73,586.93) 1986 30 Years Oakwood Village (FL) St. Petersburg, FL 1,605,363.91 (71,725.99) 1986 30 Years Oakwood Village (GA) Augusta, GA 1,604,859.94 (69,416.70) 1985 30 Years Ocean Walk Key West, FL 28,836,114.69 (2,870,083.56) 1990 30 Years Old Archer Court Gainesville, FL 1,870,828.87 (79,334.99) 1977 30 Years Old Mill Glen Maynard, MA 3,059,256.18 (16,140.00) 1983 30 Years Olde Redmond Place Redmond, WA 19,143,167.94 (1,306,616.12) 1986 30 Years Olentangy Commons (OH) Columbus, OH 33,830,830.41 (20,577,645.30) 1972 30 Years Olivewood (MI) Detriot, MI 5,232,577.05 (221,374.09) 1986 30 Years Olivewood I Indianapolis, IN 1,858,030.47 (79,349.71) 1985 30 Years Olivewood II Indianapolis, IN 1,870,525.13 (79,387.00) 1986 30 Years One Eton Square Tulsa, OK 16,758,985.64 (2,246,198.74) 1985 30 Years Orange Grove Village Tucson, AZ 17,155,485.69 (1,818,185.32) 1986/1995 30 Years Orchard Ridge Seattle, WA 5,139,562.29 (1,192,332.20) 1988 30 Years Overlook San Antonio, TX 11,824,155.46 (1,645,043.14) 1985 30 Years Overlook Manor Frederick, MD 5,546,472.70 (399,306.91) 1980/1985 30 Years Overlook Manor II Frederick, MD 8,536,476.04 (609,160.05) 1980/1985 30 Years Overlook Manor III Frederick, MD 4,104,314.91 (285,257.28) 1980/1985 30 Years Paces Station Atlanta, GA 40,009,235.83 (4,590,304.17) 1984-1988/19 30 Years Palatka Oaks I Gainesville, FL 517,354.04 (26,504.09) 1977 30 Years Palatka Oaks II Gainesville, FL 436,482.09 (20,577.37) 1980 30 Years Palm Place Sarasota. FL 2,695,258.10 (113,027.33) 1984 30 Years Palms at South Shore League City, TX 18,254,017.23 (1,399,107.02) 1990 30 Years Panther Ridge Seattle, WA 11,228,628.07 (1,504,280.62) 1980 30 Years Paradise Pointe Dania, FL 21,234,835.56 (5,233,239.56) 1987-90 30 Years Parc Royale Houston, TX 14,297,288.78 (963,260.53) 1994 30 Years Park Knoll Atlanta, GA 31,236,921.90 (7,597,089.78) 1983 30 Years Park Meadow Gilbert, AZ 16,347,335.36 (1,726,310.84) 1986 30 Years Park Place (MN) Plymouth, MN 12,912,613.01 (2,105,059.28) 1986 30 Years Park Place (TX) Houston, TX 13,782,068.41 (1,341,662.41) 1996 30 Years Park Place II Plymouth, MN 12,727,653.40 (2,039,993.97) 1986 30 Years Park Place West (CT) West Hartford, CT 3,591,207.48 (19,085.00) 1961 30 Years Park West (CA) Los Angeles, CA 31,384,744.39 (5,731,193.48) 1987/90 30 Years Park West (TX) Austin, TX 5,972,750.48 (1,558,339.19) 1985 30 Years Park West End (VA) Richmond, VA 13,896,438.18 (1,378,047.54) 1985 30 Years Parkcrest Southfield, MI 12,192,418.27 (1,043,237.98) 1987 30 Years Parkfield Denver, CO 34,114,688.04 (22,907.42) 2000 30 Years Parkridge Place Las Colinas, TX 24,299,985.12 (2,259,919.10) 1985 30 Years Parkside Union City, CA 19,075,066.27 (1,256,739.88) 1979 30 Years Parkview Terrace Redlands, CA 41,470,895.70 (3,992,152.92) 1986 30 Years Parkville (Col) Columbus, OH 1,596,535.42 (78,361.48) 1978 30 Years Parkville (IN) Muncie, IN 1,066,484.92 (48,845.30) 1982 30 Years Parkville (Par) Dayton, OH 1,280,879.47 (54,133.64) 1982 30 Years Parkville (WV) Parkersburg, WV 1,049,064.33 (45,483.06) 1982 30 Years Parkway North (REIT) Ft. Meyers, FL 1,453,464.98 - 1984 30 Years Parkwood (CT) East Haven, CT 4,098,992.19 (22,589.00) 1975 30 Years Parkwood East Fort Collins, CO 16,716,018.72 (2,023,962.33) 1986 30 Years Patchen Oaks Lexington, KY 9,881,759.38 (856,707.37) 1990 30 Years Pelican Pointe I Jacksonville, FL 2,203,877.23 (93,018.09) 1987 30 Years Pelican Pointe II Jacksonville, FL 1,851,467.66 (78,750.75) 1987 30 Years Pembroke Lake Virginia Beach, VA (V) 9,712,810.53 (360,993.00) 1975 30 Years Phillips Park Wellesley, MA 6,293,225.33 (31,734.00) 1988 30 Years Pine Barrens Jacksonville, FL 2,741,093.82 (119,365.38) 1986 30 Years Pine Harbour Orlando, FL 17,846,362.38 (4,356,599.37) 1991 30 Years Pine Knoll Atlanta, GA 1,380,763.82 (58,491.39) 1985 30 Years Pine Lake Tampa, FL 799,362.77 (34,449.81) 1982 30 Years Pine Meadow Greensboro, NC 8,104,273.79 (1,515,117.28) 1974 30 Years Pine Meadows I (FL) Ft. Meyers, FL 1,708,743.89 (78,093.35) 1985 30 Years Pine Terrace I Panama City, FL 3,005,021.99 (139,653.99) 1983 30 Years Pine Tree Club Wildwood, MO 8,315,571.89 (460,121.31) 1986 30 Years Pinellas Pines St. Petersburg, FL 1,754,552.81 (71,928.31) 1983 30 Years Pines of Cloverlane Pittsfield Township, MI 22,981,465.97 (5,019,912.24) 1975-79 30 Years Pines of Springdale West Palm Beach, FL 5,546,292.34 (1,330,539.99) 1985/87 30 Years Pinney Brook Ellington, CT 1,526,544.93 (8,323.00) 1968 30 Years S-8 Initial Cost to Description Company -------------------------------------------------------------------------------------------------------------------------- Building & Apartment Name Location Encumbrances Land Fixtures -------------------------------------------------------------------------------------------------------------------------- Plantation (TX) Houston, TX - 2,322,900.00 7,718,422.14 Plantation Ridge Marietta, GA - 4,088,900.00 19,202,065.41 Pleasant Ridge Arlington, TX 1,622,246.55 445,100.00 1,996,549.84 Plum Tree Corner, WI (O) 1,996,700.00 20,247,195.39 Plumwood (Che) Anderson, IN 433,118.00 84,922.60 748,260.67 Plumwood (For) Ft. Wayne, IN - 131,350.81 1,157,243.81 Plumwood I Columbus, OH 1,689,278.42 289,814.33 2,553,597.34 Plumwood II Columbus, OH - 107,583.06 947,924.01 Point (NC) Charlotte, NC 12,765,000.00 1,700,000.00 25,417,266.78 Pointe at South Mountain Phoenix, AZ 10,911,167.00 2,228,800.00 20,059,310.98 Pointe East Redmond, WA - 602,600.00 5,425,762.95 Polos Fort Myers, FL - 1,640,000.00 18,444,965.76 Polos East Orlando, FL - 1,386,000.00 19,058,620.04 Port Royale Broward, FL (R) - 1,754,200.00 15,789,873.13 Port Royale II Broward, FL (R) - 1,022,200.00 9,203,165.98 Port Royale III Broward, FL (R) 10,000,000.00 7,454,900.00 14,725,801.67 Portland Center Combined Portland, OR 21,695,322.95 6,032,900.00 43,554,398.53 Portofino Chino Hills, CA - 3,572,400.00 14,660,993.76 Portofino (Val) Valencia, CA 14,972,951.01 8,640,000.00 21,484,324.48 Portside Towers Combined Jersey City, NJ 56,921,877.42 22,455,700.00 96,842,912.99 Prairie Creek I Richardson, TX - 4,067,291.52 38,986,022.29 Preakness Antioch, TN (E) 1,561,900.00 7,668,520.58 Preserve at Squaw Peak Phoenix, AZ (M) 517,788.00 8,533,991.83 Preston at Willowbend Plano, TX - 872,500.00 8,107,915.24 Preston Bend Dallas, TX 8,719,000.00 1,085,200.00 10,024,504.66 Princeton Court Evansville, IN 893,648.05 116,696.04 1,028,219.32 Princeton Square Jacksonville, FL - 864,000.00 11,910,477.70 Promenade (FL) St. Petersburg, FL - 2,124,193.40 25,804,036.95 Promenade at Wyndham Lakes Coral Springs, FL - 6,640,000.00 26,743,759.79 Promenade Terrace Corona Hills, CA 15,374,456.21 2,282,800.00 20,546,289.38 Promontory Pointe I & II Phoenix, AZ (M) 2,355,509.00 30,421,839.60 Prospect Towers Hackensack, NJ 23,615,473.11 8,426,600.00 34,079,588.72 Pueblo Villas Albuquerque, NM - 855,600.00 7,694,320.11 Quail Call Albany, GA 706,537.54 104,723.44 922,727.65 Quail Cove Salt Lake City, UT - 2,271,800.00 20,444,380.86 Ramblewood I (Val) Valdosta, GA 958,938.30 132,083.69 1,163,801.21 Ramblewood II (Aug) Augusta, GA - 169,269.38 1,490,782.67 Ramblewood II (Val) Valdosta, GA 474,813.99 61,672.12 543,398.57 Ranchside St. Petersburg, FL - 144,692.45 1,274,898.15 Ranchstone Houston, TX - 770,000.00 15,371,430.67 Ravens Crest Plainsboro, NJ - 4,670,850.00 42,080,642.31 Ravenwood Greenville, SC 1,514,022.43 197,283.52 1,738,282.85 Ravinia Greenfield, WI (O) 1,240,100.00 12,055,713.24 Red Deer I Dayton, OH - 204,316.78 1,800,253.53 Red Deer II Dayton, OH - 193,851.63 1,708,044.09 Redan Village I Atlanta, GA - 274,294.48 2,416,963.33 Redan Village II Atlanta, GA - 240,605.46 2,119,855.32 Redlands Lawn and Tennis Redlands, CA - 4,822,320.00 26,359,328.48 Regatta (Vacant Land) San Antonio, TX - 60,474,079.26 22,760.32 Regency Charlotte, NC - 890,000.00 11,783,919.89 Regency Palms Huntington Beach, CA - 1,857,400.00 16,713,253.54 Regency Woods Des Moines, IA 6,345,345.00 753,480.21 7,031,077.91 Reserve at Ashley Lake Boynton Beach, FL 24,150,000.00 3,520,400.00 23,332,493.58 Reserve Square Combined Cleveland, OH - 2,618,851.89 23,582,868.99 Retreat, The Phoenix, AZ 18,247,535.24 3,475,114.00 27,265,251.81 Ribbon Mill Manchester, CT 4,508,078.74 787,929.00 5,273,063.28 Richmond Townhomes Houston, TX 9,078,101.52 940,000.00 13,906,905.00 Ridgegate Seattle, WA - 805,800.00 7,323,524.49 Ridgetop Tacoma, WA - 811,500.00 7,299,489.64 Ridgetree Dallas, TX - 2,115,200.00 19,030,979.07 Ridgeway Commons Memphis, TN - 583,239.59 5,396,306.17 Ridgewood (Lou) Louisville, KY - 163,685.89 1,442,301.06 Ridgewood (MI) Detriot, MI 1,193,809.23 176,968.96 1,559,588.43 Ridgewood (Rus) Nashville, KY 754,558.53 69,156.10 609,340.64 Ridgewood I (Bed) Bedford, IN 840,810.11 107,119.92 943,843.19 Ridgewood I (Elk) Elkhart, IN 1,150,900.21 159,371.17 1,404,233.72 Ridgewood I (GA) Atlanta, GA 1,386,909.04 230,574.17 2,031,609.72 Ridgewood I (Lex) Lexington, KY - 203,719.66 1,794,792.23 Ridgewood I (OH) Columbus, OH 1,182,070.67 174,065.87 1,534,135.00 Ridgewood II (Bed) Bedford, IN 872,263.76 99,558.74 877,220.98 Ridgewood II (Elk) Elkhart, IN - 215,334.70 1,897,333.39 Ridgewood II (GA) Atlanta, GA 991,910.86 164,999.02 1,453,626.21 Ridgewood II (OH) Columbus, OH 1,142,668.28 162,913.98 1,435,647.68 Ridgewood Village San Diego, CA (S) 5,761,500.00 14,032,510.64 Ridgewood Village II San Diego, CA - 6,048,000.00 19,971,537.18 Rincon Houston, TX - 4,401,900.00 16,734,745.75 River Bend Tampa, FL - 602,945.00 2,936,653.60 River Glen I Columbus, OH - 171,271.91 1,508,892.15 River Glen II Columbus, OH 1,145,526.63 158,683.55 1,398,175.02 River Hill Grand Prairie, TX - 2,004,000.00 19,272,943.71 River Oak Louisville, KY - 1,256,600.00 11,334,609.78 River Park Fort Worth, TX 7,551,663.74 2,245,400.00 8,811,726.50 River's Bend (CT) Windsor, CT 12,389,455.00 3,325,516.73 22,255,381.16 Rivers Edge Waterbury, CT - 781,900.00 6,561,167.21 Rivers End I Jacksonville, FL 1,387,410.81 171,744.81 1,507,064.67 Rivers End II Jacksonville, FL 1,107,899.39 190,687.68 1,680,171.28 Riverside Park Tulsa, OK (E) 1,441,400.00 12,371,637.06 Riverview Estates Toledo, OH 1,008,729.27 141,209.98 1,244,213.79 Cost Capitalized Subsequent to Gross Amount Carried Acquisition at Close of Description (Improvements, net) (H) Period 12/31/00 ---------------------------------------------------------------------------------------------------------------------------------- Building & Building & Apartment Name Location Land Fixtures Land Fixtures (A) ---------------------------------------------------------------------------------------------------------------------------------- Plantation (TX) Houston, TX - 514,387.74 2,322,900.00 8,232,809.88 Plantation Ridge Marietta, GA - 1,323,174.37 4,088,900.00 20,525,239.78 Pleasant Ridge Arlington, TX - 63,827.62 445,100.00 2,060,377.46 Plum Tree Corner, WI - 526,808.32 1,996,700.00 20,774,003.71 Plumwood (Che) Anderson, IN - 19,819.36 84,922.60 768,080.03 Plumwood (For) Ft. Wayne, IN - 90,835.55 131,350.81 1,248,079.36 Plumwood I Columbus, OH - 117,995.59 289,814.33 2,671,592.93 Plumwood II Columbus, OH - 13,366.13 107,583.06 961,290.14 Point (NC) Charlotte, NC - 107,724.00 1,700,000.00 25,524,990.78 Pointe at South Mountain Phoenix, AZ - 797,995.91 2,228,800.00 20,857,306.89 Pointe East Redmond, WA - 281,169.47 602,600.00 5,706,932.42 Polos Fort Myers, FL - 519,367.04 1,640,000.00 18,964,332.80 Polos East Orlando, FL - 416,052.20 1,386,000.00 19,474,672.24 Port Royale Broward, FL (R) - 992,702.04 1,754,200.00 16,782,575.17 Port Royale II Broward, FL (R) - 623,706.04 1,022,200.00 9,826,872.02 Port Royale III Broward, FL (R) - 727,536.28 7,454,900.00 15,453,337.95 Portland Center Combined Portland, OR - 2,455,845.42 6,032,900.00 46,010,243.95 Portofino Chino Hills, CA - 264,980.51 3,572,400.00 14,925,974.27 Portofino (Val) Valencia, CA - - 8,640,000.00 21,484,324.48 Portside Towers Combined Jersey City, NJ - 804,757.88 22,455,700.00 97,647,670.87 Prairie Creek I Richardson, TX - 143,290.84 4,067,291.52 39,129,313.13 Preakness Antioch, TN - 1,208,971.59 1,561,900.00 8,877,492.17 Preserve at Squaw Peak Phoenix, AZ - 177,987.34 517,788.00 8,711,979.17 Preston at Willowbend Plano, TX - 1,940,768.15 872,500.00 10,048,683.39 Preston Bend Dallas, TX - 253,165.22 1,085,200.00 10,277,669.88 Princeton Court Evansville, IN - 93,851.55 116,696.04 1,122,070.87 Princeton Square Jacksonville, FL - 210,720.20 864,000.00 12,121,197.90 Promenade (FL) St. Petersburg, FL - 529,129.37 2,124,193.40 26,333,166.32 Promenade at Wyndham Lakes Coral Springs, FL - 48,965.17 6,640,000.00 26,792,724.96 Promenade Terrace Corona Hills, CA - 618,407.32 2,282,800.00 21,164,696.70 Promontory Pointe I & II Phoenix, AZ - 666,848.01 2,355,509.00 31,088,687.61 Prospect Towers Hackensack, NJ - 470,152.12 8,426,600.00 34,549,740.84 Pueblo Villas Albuquerque, NM - 1,431,115.99 855,600.00 9,125,436.10 Quail Call Albany, GA - 54,409.61 104,723.44 977,137.26 Quail Cove Salt Lake City, UT - 670,178.50 2,271,800.00 21,114,559.36 Ramblewood I (Val) Valdosta, GA - 27,647.18 132,083.69 1,191,448.39 Ramblewood II (Aug) Augusta, GA - 76,250.49 169,269.38 1,567,033.16 Ramblewood II (Val) Valdosta, GA - 10,556.07 61,672.12 553,954.64 Ranchside St. Petersburg, FL - 39,709.41 144,692.45 1,314,607.56 Ranchstone Houston, TX - 141,059.55 770,000.00 15,512,490.22 Ravens Crest Plainsboro, NJ - 2,969,740.69 4,670,850.00 45,050,383.00 Ravenwood Greenville, SC - 15,819.47 197,283.52 1,754,102.32 Ravinia Greenfield, WI - 330,433.07 1,240,100.00 12,386,146.31 Red Deer I Dayton, OH - 35,529.36 204,316.78 1,835,782.89 Red Deer II Dayton, OH - 35,300.87 193,851.63 1,743,344.96 Redan Village I Atlanta, GA - 52,213.38 274,294.48 2,469,176.71 Redan Village II Atlanta, GA - 11,410.98 240,605.46 2,131,266.30 Redlands Lawn and Tennis Redlands, CA - 681,163.05 4,822,320.00 27,040,491.53 Regatta (Vacant Land) San Antonio, TX - - 60,474,079.26 22,760.32 Regency Charlotte, NC - 183,681.23 890,000.00 11,967,601.12 Regency Palms Huntington Beach, CA - 955,684.14 1,857,400.00 17,668,937.68 Regency Woods Des Moines, IA - 287,471.88 753,480.21 7,318,549.79 Reserve at Ashley Lake Boynton Beach, FL - 571,031.88 3,520,400.00 23,903,525.46 Reserve Square Combined Cleveland, OH - 13,740,390.41 2,618,851.89 37,323,259.40 Retreat, The Phoenix, AZ - 82,607.41 3,475,114.00 27,347,859.22 Ribbon Mill Manchester, CT - 7,127.52 787,929.00 5,280,190.80 Richmond Townhomes Houston, TX - 268,354.48 940,000.00 14,175,259.48 Ridgegate Seattle, WA - 271,814.24 805,800.00 7,595,338.73 Ridgetop Tacoma, WA - 240,687.23 811,500.00 7,540,176.87 Ridgetree Dallas, TX - 1,645,691.04 2,115,200.00 20,676,670.11 Ridgeway Commons Memphis, TN - 294,763.62 583,239.59 5,691,069.79 Ridgewood (Lou) Louisville, KY - 8,184.85 163,685.89 1,450,485.91 Ridgewood (MI) Detriot, MI - 32,178.50 176,968.96 1,591,766.93 Ridgewood (Rus) Nashville, KY - 43,817.83 69,156.10 653,158.47 Ridgewood I (Bed) Bedford, IN - 52,662.20 107,119.92 996,505.39 Ridgewood I (Elk) Elkhart, IN - 56,184.58 159,371.17 1,460,418.30 Ridgewood I (GA) Atlanta, GA - 66,366.75 230,574.17 2,097,976.47 Ridgewood I (Lex) Lexington, KY - 25,013.81 203,719.66 1,819,806.04 Ridgewood I (OH) Columbus, OH - 74,770.85 174,065.87 1,608,905.85 Ridgewood II (Bed) Bedford, IN - 42,841.01 99,558.74 920,061.99 Ridgewood II (Elk) Elkhart, IN - 106,847.12 215,334.70 2,004,180.51 Ridgewood II (GA) Atlanta, GA - 13,010.69 164,999.02 1,466,636.90 Ridgewood II (OH) Columbus, OH - 57,803.60 162,913.98 1,493,451.28 Ridgewood Village San Diego, CA - 42,894.84 5,761,500.00 14,075,405.48 Ridgewood Village II San Diego, CA - - 6,048,000.00 19,971,537.18 Rincon Houston, TX - 258,070.33 4,401,900.00 16,992,816.08 River Bend Tampa, FL - 1,865,862.47 602,945.00 4,802,516.07 River Glen I Columbus, OH - 21,405.47 171,271.91 1,530,297.62 River Glen II Columbus, OH - 20,189.00 158,683.55 1,418,364.02 River Hill Grand Prairie, TX - 306,203.37 2,004,000.00 19,579,147.08 River Oak Louisville, KY - 547,734.41 1,256,600.00 11,882,344.19 River Park Fort Worth, TX - 1,569,399.56 2,245,400.00 10,381,126.06 River's Bend (CT) Windsor, CT - 20,306.67 3,325,516.73 22,275,687.83 Rivers Edge Waterbury, CT - 106,359.50 781,900.00 6,667,526.71 Rivers End I Jacksonville, FL - 43,800.75 171,744.81 1,550,865.42 Rivers End II Jacksonville, FL - 45,715.12 190,687.68 1,725,886.40 Riverside Park Tulsa, OK - 380,573.35 1,441,400.00 12,752,210.41 Riverview Estates Toledo, OH - 52,680.29 141,209.98 1,296,894.08 Life Used to Description Compute ------------------------------------------------------------------------------------------------------------------- Depreciation in Accumulated Date of Latest Income Apartment Name Location Total (B) Depreciation Construction Statement (C) ---------------------------------------------------------------------------------------------------------------------------------- Plantation (TX) Houston, TX 10,555,709.88 (1,008,442.32) 1969 30 Years Plantation Ridge Marietta, GA 24,614,139.78 (2,150,450.61) 1975 30 Years Pleasant Ridge Arlington, TX 2,505,477.46 (203,503.74) 1982 30 Years Plum Tree Corner, WI 22,770,703.71 (2,174,362.42) 1989 30 Years Plumwood (Che) Anderson, IN 853,002.63 (37,151.14) 1980 30 Years Plumwood (For) Ft. Wayne, IN 1,379,430.17 (60,572.73) 1981 30 Years Plumwood I Columbus, OH 2,961,407.26 (127,032.21) 1978 30 Years Plumwood II Columbus, OH 1,068,873.20 (44,158.26) 1983 30 Years Point (NC) Charlotte, NC 27,224,990.78 (2,021,478.48) 1996 30 Years Pointe at South Mountain Phoenix, AZ 23,086,106.89 (2,882,569.64) 1988 30 Years Pointe East Redmond, WA 6,309,532.42 (1,315,913.38) 1988 30 Years Polos Fort Myers, FL 20,604,332.80 (1,590,594.66) 1991 30 Years Polos East Orlando, FL 20,860,672.24 (1,568,740.59) 1991 30 Years Port Royale Broward, FL (R) 18,536,775.17 (3,894,622.80) 1988 30 Years Port Royale II Broward, FL (R) 10,849,072.02 (1,925,333.51) 1988 30 Years Port Royale III Broward, FL (R) 22,908,237.95 (2,181,334.90) 1988 30 Years Portland Center Combined Portland, OR 52,043,143.95 (3,542,647.65) 1965 30 Years Portofino Chino Hills, CA 18,498,374.27 (1,637,661.91) 1989 30 Years Portofino (Val) Valencia, CA 30,124,324.48 (20,888.56) 1989 30 Years Portside Towers Combined Jersey City, NJ 120,103,370.87 (8,586,801.03) 1992/1997 30 Years Prairie Creek I Richardson, TX 43,196,604.65 (2,515,689.05) 1998/99 30 Years Preakness Antioch, TN 10,439,392.17 (1,244,588.52) 1986 30 Years Preserve at Squaw Peak Phoenix, AZ 9,229,767.17 (984,844.75) 1990 30 Years Preston at Willowbend Plano, TX 10,921,183.39 (2,758,189.22) 1985 30 Years Preston Bend Dallas, TX 11,362,869.88 (1,399,628.11) 1986 30 Years Princeton Court Evansville, IN 1,238,766.91 (55,302.24) 1985 30 Years Princeton Square Jacksonville, FL 12,985,197.90 (1,023,384.30) 1984 30 Years Promenade (FL) St. Petersburg, FL 28,457,359.72 (2,080,141.61) 1994 30 Years Promenade at Wyndham Lakes Coral Springs, FL 33,432,724.96 (399,364.12) 1998 30 Years Promenade Terrace Corona Hills, CA 23,447,496.70 (3,512,419.35) 1990 30 Years Promontory Pointe I & II Phoenix, AZ 33,444,196.61 (3,421,810.04) 1984/1996 30 Years Prospect Towers Hackensack, NJ 42,976,340.84 (2,925,499.55) 1995 30 Years Pueblo Villas Albuquerque, NM 9,981,036.10 (1,702,381.39) 1975 30 Years Quail Call Albany, GA 1,081,860.70 (49,967.62) 1984 30 Years Quail Cove Salt Lake City, UT 23,386,359.36 (2,940,373.63) 1987 30 Years Ramblewood I (Val) Valdosta, GA 1,323,532.08 (57,229.75) 1983 30 Years Ramblewood II (Aug) Augusta, GA 1,736,302.54 (80,760.38) 1986 30 Years Ramblewood II (Val) Valdosta, GA 615,626.76 (26,961.71) 1983 30 Years Ranchside St. Petersburg, FL 1,459,300.01 (63,983.06) 1985 30 Years Ranchstone Houston, TX 16,282,490.22 (1,235,084.05) 1996 30 Years Ravens Crest Plainsboro, NJ 49,721,233.00 (10,952,204.72) 1984 30 Years Ravenwood Greenville, SC 1,951,385.84 (82,321.32) 1987 30 Years Ravinia Greenfield, WI 13,626,246.31 (1,300,444.91) 1991 30 Years Red Deer I Dayton, OH 2,040,099.67 (84,997.50) 1986 30 Years Red Deer II Dayton, OH 1,937,196.59 (80,591.15) 1987 30 Years Redan Village I Atlanta, GA 2,743,471.19 (113,607.38) 1984 30 Years Redan Village II Atlanta, GA 2,371,871.76 (97,405.12) 1986 30 Years Redlands Lawn and Tennis Redlands, CA 31,862,811.53 (3,076,574.60) 1986 30 Years Regatta (Vacant Land) San Antonio, TX 60,496,839.58 - (T) 30 Years Regency Charlotte, NC 12,857,601.12 (969,981.11) 1986 30 Years Regency Palms Huntington Beach, CA 19,526,337.68 (3,315,564.23) 1969 30 Years Regency Woods Des Moines, IA 8,072,030.00 (886,347.07) 1986 30 Years Reserve at Ashley Lake Boynton Beach, FL 27,423,925.46 (2,765,328.73) 1990 30 Years Reserve Square Combined Cleveland, OH 39,942,111.29 (10,697,325.30) 1973 30 Years Retreat, The Phoenix, AZ 30,822,973.22 (1,490,289.07) 1999 30 Years Ribbon Mill Manchester, CT 6,068,119.80 (32,184.00) 1908 30 Years Richmond Townhomes Houston, TX 15,115,259.48 (1,129,062.53) 1995 30 Years Ridgegate Seattle, WA 8,401,138.73 (1,038,187.31) 1990 30 Years Ridgetop Tacoma, WA 8,351,676.87 (1,061,465.79) 1988 30 Years Ridgetree Dallas, TX 22,791,870.11 (4,007,861.24) 1983 30 Years Ridgeway Commons Memphis, TN 6,274,309.38 (682,427.06) 1970 30 Years Ridgewood (Lou) Louisville, KY 1,614,171.80 (66,989.54) 1984 30 Years Ridgewood (MI) Detriot, MI 1,768,735.89 (74,770.65) 1983 30 Years Ridgewood (Rus) Nashville, KY 722,314.57 (35,844.29) 1984 30 Years Ridgewood I (Bed) Bedford, IN 1,103,625.31 (48,490.10) 1984 30 Years Ridgewood I (Elk) Elkhart, IN 1,619,789.47 (71,372.04) 1984 30 Years Ridgewood I (GA) Atlanta, GA 2,328,550.64 (96,665.41) 1984 30 Years Ridgewood I (Lex) Lexington, KY 2,023,525.70 (83,982.60) 1984 30 Years Ridgewood I (OH) Columbus, OH 1,782,971.72 (76,697.53) 1984 30 Years Ridgewood II (Bed) Bedford, IN 1,019,620.73 (45,180.00) 1986 30 Years Ridgewood II (Elk) Elkhart, IN 2,219,515.21 (97,604.80) 1986 30 Years Ridgewood II (GA) Atlanta, GA 1,631,635.92 (67,012.64) 1986 30 Years Ridgewood II (OH) Columbus, OH 1,656,365.26 (70,680.01) 1985 30 Years Ridgewood Village San Diego, CA 19,836,905.48 (1,526,872.43) 1997 30 Years Ridgewood Village II San Diego, CA 26,019,537.18 (42,872.10) 1997 30 Years Rincon Houston, TX 21,394,716.08 (2,275,417.15) 1996 30 Years River Bend Tampa, FL 5,405,461.07 (3,985,060.40) 1971 30 Years River Glen I Columbus, OH 1,701,569.53 (71,054.00) 1987 30 Years River Glen II Columbus, OH 1,577,047.57 (65,365.10) 1987 30 Years River Hill Grand Prairie, TX 21,583,147.08 (1,595,855.55) 1996 30 Years River Oak Louisville, KY 13,138,944.19 (1,468,257.69) 1989 30 Years River Park Fort Worth, TX 12,626,526.06 (1,067,221.51) 1984 30 Years River's Bend (CT) Windsor, CT 25,601,204.56 (133,863.00) 1973 30 Years Rivers Edge Waterbury, CT 7,449,426.71 (632,610.71) 1974 30 Years Rivers End I Jacksonville, FL 1,722,610.23 (76,469.92) 1986 30 Years Rivers End II Jacksonville, FL 1,916,574.08 (82,529.35) 1986 30 Years Riverside Park Tulsa, OK 14,193,610.41 (1,567,509.58) 1994 30 Years Riverview Estates Toledo, OH 1,438,104.06 (64,139.49) 1987 30 Years
S-9
Initial Cost to Description Company ------------------------------------------------------------------------------------------------------------------------------ Building & Apartment Name Location Encumbrances Land Fixtures ------------------------------------------------------------------------------------------------------------------------------ Roanoke Detroit, MI 40,500.00 369,911.16 3,259,270.40 Rock Creek Corrboro, NC - 895,700.00 8,062,542.86 Rockingham Glen West Roxbury, MA 4,476,934.75 1,124,216.91 7,523,605.48 Rolido Parque Houston, TX 7,024,806.06 2,955,900.00 7,931,879.77 Rolling Green (Amherst) Amherst, MA 4,239,783.26 1,340,701.85 8,972,389.30 Rolling Green (Fall River) Fall River, MA 8,464,821.29 2,481,821.11 16,609,110.53 Rolling Green (Milford) Milford, MA 8,362,845.92 2,012,350.35 13,467,267.70 Rosecliff Quincy, MA - 5,460,000.00 15,722,598.35 Rosehill Pointe Lenexa, KS 12,468,210.80 2,093,300.00 18,863,514.87 Rosewood (FL) (REIT) Tampa, FL 943,846.55 141,000.00 1,269,094.77 Rosewood (KY) Louisville, KY 1,580,289.56 253,452.90 2,233,196.22 Rosewood (OH) Columbus, OH - 212,378.37 1,871,185.91 Rosewood Commons I Indianapolis, IN 1,838,946.40 228,644.39 2,014,652.29 Rosewood Commons II Indianapolis, IN - 220,463.03 1,942,519.54 Royal Oak Eagan, MN 13,139,491.00 1,602,903.51 14,423,662.47 Royal Oaks (FL) Jacksonville, FL - 1,988,000.00 13,645,117.44 Royale Cranston, RI 2,018,441.00 512,785.47 3,431,718.15 Sabal Palm at Boot Ranch Palm Harbor, FL 16,397,073.60 3,888,000.00 28,923,691.69 Sabal Palm at Carrollwood Place Tampa, FL - 3,888,000.00 26,911,542.48 Sabal Palm at Lake Buena Vista Orlando, Fl 21,170,000.00 2,800,000.00 23,687,892.95 Sabal Palm at Metrowest Orlando, Fl - 4,110,000.00 38,394,864.86 Sabal Palm at Metrowest II Orlando, Fl - 4,560,000.00 33,907,282.83 Sabal Pointe Coral Springs, FL (J) - 1,951,600.00 17,570,507.92 Saddle Ridge Loudoun County, VA - 1,364,800.00 12,283,616.32 Sailboat Bay Raleigh, NC - 960,000.00 8,797,579.84 Sandalwood Toledo, OH 1,091,201.35 151,926.23 1,338,635.64 Sandpiper II Fort Pierce, FL - 155,495.65 1,369,987.12 Sanford Court Orlando, Fl 1,736,620.44 238,814.10 2,104,212.44 Scarborough Square Rockville, MD 5,070,127.14 1,815,000.00 7,606,664.56 Scottsdale Courtyards Scottsdale, AZ (M) 2,979,269.00 25,073,537.79 Scottsdale Meadows Scottsdale, AZ - 1,512,000.00 11,407,698.76 Security Manor Westfield, MA 1,443,634.00 355,456.23 2,378,822.45 Sedona Springs Austin, TX 15,975,000.00 2,574,000.00 23,477,042.72 Seeley Lake Tacoma, WA - 2,760,400.00 24,845,286.28 Settler's Point Salt Lake City, UT - 1,715,100.00 15,437,046.26 Seventh & James Seattle, WA - 663,800.00 5,974,802.99 Shadow Bay I Jacksonville, FL - 123,318.51 1,086,720.43 Shadow Bay II Jacksonville, FL 978,923.95 139,708.74 1,231,134.03 Shadow Brook Phoenix, AZ (M) 3,065,496.00 18,367,686.39 Shadow Lake Doraville, GA - 1,140,000.00 13,117,276.66 Shadow Ridge Tallahassee, FL - 150,326.51 1,324,061.38 Shadow Trace Atlanta, GA - 244,320.39 2,152,728.92 Shadowood I Sarasota, FL 1,407,153.20 157,660.55 1,389,061.24 Shadowood II Sarasota, FL 1,203,550.16 152,030.92 1,339,469.12 Sheffield Court Arlington, VA - 3,349,350.00 31,960,799.88 Sherbrook (IN) Indianapolis, IN 1,650,456.08 171,920.49 1,514,706.88 Sherbrook (OH) Columbus, OH 1,083,565.19 163,493.35 1,440,035.77 Sherbrook (PA) Pittsburgh, WV - 279,665.03 2,464,403.71 Shoal Run Birmingham, AL - 1,380,000.00 12,218,577.43 Siena Terrace Lake Forest, CA - 8,900,000.00 24,083,023.60 Sierra Canyon Canyon Cnty, CA - 3,484,200.00 12,523,276.06 Silver Creek Phoenix, AZ (M) 712,102.00 6,707,495.59 Silver Forest Ocala, FL 848,684.63 126,535.69 1,114,917.31 Silver Shadow Las Vegas, NV - 953,440.00 8,799,510.80 Silver Springs (FL) Jacksonville, FL - 1,831,100.00 16,474,734.54 Silverwood Mission, KS (Q) 1,230,000.00 11,070,904.41 Sky Pines I Orlando, Fl 2,275,647.25 349,028.75 3,075,448.67 Sky Ridge Atlanta, GA - 437,373.49 3,853,792.10 Skycrest Valencia, CA 18,603,530.58 10,560,000.00 25,569,448.53 Skylark Union City, CA - 1,781,600.00 16,713,915.87 Skyview Rancho Santa Margarita, CA - 3,380,000.00 21,953,151.07 Slate Run (Hop) Hopkinsville, KY 892,408.30 91,303.73 804,535.36 Slate Run (Ind) Indianapolis, IN 2,005,646.75 295,593.01 2,604,496.55 Slate Run (Leb) Indianapolis, IN 1,218,318.03 154,060.96 1,357,444.95 Slate Run (Mia) Dayton, OH 848,308.30 136,064.79 1,198,879.10 Slate Run I (Lou) Louisville, KY - 179,765.59 1,583,930.73 Slate Run II (Lou) Louisville, KY 1,154,639.24 167,722.89 1,477,722.46 Smoketree Polo Club Indio, CA 8,750,000.00 867,200.00 6,971,076.37 Sommerset Place Raleigh, NC - 360,000.00 7,800,205.70 Songbird San Antonio, TX 6,405,557.03 1,082,500.00 9,733,790.98 Sonoran Phoenix, AZ (M) 2,361,922.00 31,841,723.63 Sonterra at Foothill Ranch Orange Cnty, CA 15,726,617.49 7,503,400.00 24,048,506.71 South Creek Mesa, AZ 15,271,593.23 2,671,300.00 24,042,041.82 South Pointe St. Louis, MO 7,110,250.00 961,100.00 8,635,756.61 Southwood Palo Alto, CA - 6,936,600.00 14,324,068.88 Spicewood Indianapolis, IN 1,002,597.47 128,354.56 1,131,043.53 Spicewood Springs Jacksonville, FL - 1,536,000.00 21,138,008.81 Spinnaker Cove Hermitage, TN 14,205,000.00 1,461,731.24 12,770,420.93 Spring Gate Panama City, FL - 132,951.42 1,171,446.91 Spring Hill Commons Acton, MA - 1,107,435.54 7,411,299.39 Spring Lake Manor Birmingham, AL (V) 3,739,521.58 199,991.58 4,641,397.31 Spring Oak Richmond, VA - 3,803,700.00 9,281,003.62 Springbrook Anderson, SC 1,686,138.82 168,958.84 1,488,611.47 Springs Colony Orlando, FL (Q) 640,400.00 5,860,156.88 Springtree (REIT) W. Palm Beach, FL 1,219,684.03 183,100.00 1,648,300.69 Springwood (Col) Columbus, OH 1,068,089.71 189,947.71 1,672,888.81 Springwood (IN) Ft. Wayne, IN 758,778.59 119,198.99 1,050,337.97 Springwood II (Aus) Youngstown, OH - 78,057.03 687,767.52 Cost Capitalized Subsequent to Gross Amount Carried Acquisition at Close of Description (Improvements, net) (H) Period 12/31/00 ----------------------------------------------------------------------------------------------------------------------------------- Building & Building & Apartment Name Location Land Fixtures Land Fixtures (A) ----------------------------------------------------------------------------------------------------------------------------------- Roanoke Detroit, MI - 61,702.74 369,911.16 3,320,973.14 Rock Creek Corrboro, NC - 477,999.82 895,700.00 8,540,542.68 Rockingham Glen West Roxbury, MA - 18,114.60 1,124,216.91 7,541,720.08 Rolido Parque Houston, TX - 905,729.83 2,955,900.00 8,837,609.60 Rolling Green (Amherst) Amherst, MA - 27,221.35 1,340,701.85 8,999,610.65 Rolling Green (Fall River) Fall River, MA - 103,499.64 2,481,821.11 16,712,610.17 Rolling Green (Milford) Milford, MA - 63,632.94 2,012,350.35 13,530,900.64 Rosecliff Quincy, MA - 9,609.51 5,460,000.00 15,732,207.86 Rosehill Pointe Lenexa, KS - 2,084,240.62 2,093,300.00 20,947,755.49 Rosewood (FL) (REIT) Tampa, FL - - 141,000.00 1,269,094.77 Rosewood (KY) Louisville, KY - 52,118.65 253,452.90 2,285,314.87 Rosewood (OH) Columbus, OH - 86,610.58 212,378.37 1,957,796.49 Rosewood Commons I Indianapolis, IN - 130,165.17 228,644.39 2,144,817.46 Rosewood Commons II Indianapolis, IN - 101,855.11 220,463.03 2,044,374.65 Royal Oak Eagan, MN - 514,234.10 1,602,903.51 14,937,896.57 Royal Oaks (FL) Jacksonville, FL - 287,709.68 1,988,000.00 13,932,827.12 Royale Cranston, RI - 4,126.80 512,785.47 3,435,844.95 Sabal Palm at Boot Ranch Palm Harbor, FL - 303,702.12 3,888,000.00 29,227,393.81 Sabal Palm at Carrollwood Place Tampa, FL - 243,935.16 3,888,000.00 27,155,477.64 Sabal Palm at Lake Buena Vista Orlando, Fl - 350,477.71 2,800,000.00 24,038,370.66 Sabal Palm at Metrowest Orlando, Fl - 425,344.80 4,110,000.00 38,820,209.66 Sabal Palm at Metrowest II Orlando, Fl - 179,345.36 4,560,000.00 34,086,628.19 Sabal Pointe Coral Springs, FL (J) - 464,096.60 1,951,600.00 18,034,604.52 Saddle Ridge Loudoun County, VA - 539,133.86 1,364,800.00 12,822,750.18 Sailboat Bay Raleigh, NC - 232,016.04 960,000.00 9,029,595.88 Sandalwood Toledo, OH - 16,341.85 151,926.23 1,354,977.49 Sandpiper II Fort Pierce, FL - 101,277.38 155,495.65 1,471,264.50 Sanford Court Orlando, Fl - 167,791.77 238,814.10 2,272,004.21 Scarborough Square Rockville, MD - 263,858.71 1,815,000.00 7,870,523.27 Scottsdale Courtyards Scottsdale, AZ - 379,322.62 2,979,269.00 25,452,860.41 Scottsdale Meadows Scottsdale, AZ - 329,052.34 1,512,000.00 11,736,751.10 Security Manor Westfield, MA - 1,731.18 355,456.23 2,380,553.63 Sedona Springs Austin, TX - 376,509.84 2,574,000.00 23,853,552.56 Seeley Lake Tacoma, WA - 681,345.72 2,760,400.00 25,526,632.00 Settler's Point Salt Lake City, UT - 688,887.89 1,715,100.00 16,125,934.15 Seventh & James Seattle, WA - 1,344,924.79 663,800.00 7,319,727.78 Shadow Bay I Jacksonville, FL - 35,331.39 123,318.51 1,122,051.82 Shadow Bay II Jacksonville, FL - 36,089.37 139,708.74 1,267,223.40 Shadow Brook Phoenix, AZ - 554,771.49 3,065,496.00 18,922,457.88 Shadow Lake Doraville, GA - 147,569.77 1,140,000.00 13,264,846.43 Shadow Ridge Tallahassee, FL - 80,320.57 150,326.51 1,404,381.95 Shadow Trace Atlanta, GA - 128,833.74 244,320.39 2,281,562.66 Shadowood I Sarasota, FL - 45,116.91 157,660.55 1,434,178.15 Shadowood II Sarasota, FL - 25,507.46 152,030.92 1,364,976.58 Sheffield Court Arlington, VA - 762,145.60 3,349,350.00 32,722,945.48 Sherbrook (IN) Indianapolis, IN - 53,383.26 171,920.49 1,568,090.14 Sherbrook (OH) Columbus, OH - 60,099.45 163,493.35 1,500,135.22 Sherbrook (PA) Pittsburgh, WV - 52,747.46 279,665.03 2,517,151.17 Shoal Run Birmingham, AL - 102,879.18 1,380,000.00 12,321,456.61 Siena Terrace Lake Forest, CA - 406,032.28 8,900,000.00 24,489,055.88 Sierra Canyon Canyon Cnty, CA - 781,788.01 3,484,200.00 13,305,064.07 Silver Creek Phoenix, AZ - 226,730.76 712,102.00 6,934,226.35 Silver Forest Ocala, FL - 21,169.18 126,535.69 1,136,086.49 Silver Shadow Las Vegas, NV - 293,388.88 953,440.00 9,092,899.68 Silver Springs (FL) Jacksonville, FL - 2,105,353.65 1,831,100.00 18,580,088.19 Silverwood Mission, KS - 1,143,431.40 1,230,000.00 12,214,335.81 Sky Pines I Orlando, Fl - 104,274.25 349,028.75 3,179,722.92 Sky Ridge Atlanta, GA - 55,088.80 437,373.49 3,908,880.90 Skycrest Valencia, CA - - 10,560,000.00 25,569,448.53 Skylark Union City, CA - 357,668.43 1,781,600.00 17,071,584.30 Skyview Rancho Santa Margarita, CA - 70,776.40 3,380,000.00 22,023,927.47 Slate Run (Hop) Hopkinsville, KY - 64,006.21 91,303.73 868,541.57 Slate Run (Ind) Indianapolis, IN - 83,001.62 295,593.01 2,687,498.17 Slate Run (Leb) Indianapolis, IN - 81,716.31 154,060.96 1,439,161.26 Slate Run (Mia) Dayton, OH - 17,789.41 136,064.79 1,216,668.51 Slate Run I (Lou) Louisville, KY - 36,150.97 179,765.59 1,620,081.70 Slate Run II (Lou) Louisville, KY - 20,448.65 167,722.89 1,498,171.11 Smoketree Polo Club Indio, CA - 635,230.27 867,200.00 7,606,306.64 Sommerset Place Raleigh, NC - 132,333.74 360,000.00 7,932,539.44 Songbird San Antonio, TX - 1,090,608.08 1,082,500.00 10,824,399.06 Sonoran Phoenix, AZ - 483,978.73 2,361,922.00 32,325,702.36 Sonterra at Foothill Ranch Orange Cnty, CA - 90,882.04 7,503,400.00 24,139,388.75 South Creek Mesa, AZ - 1,319,504.65 2,671,300.00 25,361,546.47 South Pointe St. Louis, MO - 636,361.61 961,100.00 9,272,118.22 Southwood Palo Alto, CA - 653,997.34 6,936,600.00 14,978,066.22 Spicewood Indianapolis, IN - 17,914.57 128,354.56 1,148,958.10 Spicewood Springs Jacksonville, FL - 2,346,680.54 1,536,000.00 23,484,689.35 Spinnaker Cove Hermitage, TN - 629,136.88 1,461,731.24 13,399,557.81 Spring Gate Panama City, FL - 155,982.35 132,951.42 1,327,429.26 Spring Hill Commons Acton, MA - 4,888.09 1,107,435.54 7,416,187.48 Spring Lake Manor Birmingham, AL (V) - 187,530.44 199,991.58 4,828,927.75 Spring Oak Richmond, VA - - 3,803,700.00 9,281,003.62 Springbrook Anderson, SC - 41,012.71 168,958.84 1,529,624.18 Springs Colony Orlando, FL - 1,032,692.62 640,400.00 6,892,849.50 Springtree (REIT) W. Palm Beach, FL - - 183,100.00 1,648,300.69 Springwood (Col) Columbus, OH - 54,680.67 189,947.71 1,727,569.48 Springwood (IN) Ft. Wayne, IN - 31,880.77 119,198.99 1,082,218.74 Springwood II (Aus) Youngstown, OH - 10,344.23 78,057.03 698,111.75 Life Used to Description Compute -------------------------------------------------------------------------------------------------------------- Depreciation in Accumulated Date of Latest Income Apartment Name Location Total (B) Depreciation Construction Statement (C) ---------------------------------------------------------------------------------------------------------------------------------- Roanoke Detroit, MI 3,690,884.30 (151,060.20) 1985 30 Years Rock Creek Corrboro, NC 9,436,242.68 (1,358,449.33) 1986 30 Years Rockingham Glen West Roxbury, MA 8,665,936.99 (45,770.00) 1974 30 Years Rolido Parque Houston, TX 11,793,509.60 (1,122,120.68) 1978 30 Years Rolling Green (Amherst) Amherst, MA 10,340,312.50 (55,513.00) 1970 30 Years Rolling Green (Fall River) Fall River, MA 19,194,431.28 (103,495.00) 1971 30 Years Rolling Green (Milford) Milford, MA 15,543,250.99 (83,263.00) 1970 30 Years Rosecliff Quincy, MA 21,192,207.86 (803,325.57) 1990 30 Years Rosehill Pointe Lenexa, KS 23,041,055.49 (4,256,777.18) 1984 30 Years Rosewood (FL) (REIT) Tampa, FL 1,410,094.77 - 1982 30 Years Rosewood (KY) Louisville, KY 2,538,767.77 (106,655.55) 1984 30 Years Rosewood (OH) Columbus, OH 2,170,174.86 (93,451.82) 1985 30 Years Rosewood Commons I Indianapolis, IN 2,373,461.85 (105,504.64) 1986 30 Years Rosewood Commons II Indianapolis, IN 2,264,837.68 (99,247.18) 1987 30 Years Royal Oak Eagan, MN 16,540,800.08 (1,709,267.50) 1989 30 Years Royal Oaks (FL) Jacksonville, FL 15,920,827.12 (1,159,145.31) 1991 30 Years Royale Cranston, RI 3,948,630.42 (21,176.00) 1976 30 Years Sabal Palm at Boot Ranch Palm Harbor, FL 33,115,393.81 (2,343,890.01) 1996 30 Years Sabal Palm at Carrollwood Place Tampa, FL 31,043,477.64 (2,190,042.04) 1995 30 Years Sabal Palm at Lake Buena Vista Orlando, Fl 26,838,370.66 (1,966,468.08) 1988 30 Years Sabal Palm at Metrowest Orlando, Fl 42,930,209.66 (3,044,752.74) 1998 30 Years Sabal Palm at Metrowest II Orlando, Fl 38,646,628.19 (2,701,044.37) 1997 30 Years Sabal Pointe Coral Springs, FL (J) 19,986,204.52 (3,253,360.23) 1995 30 Years Saddle Ridge Loudoun County, VA 14,187,550.18 (2,470,631.14) 1989 30 Years Sailboat Bay Raleigh, NC 9,989,595.88 (761,285.51) 1986 30 Years Sandalwood Toledo, OH 1,506,903.72 (62,909.12) 1984 30 Years Sandpiper II Fort Pierce, FL 1,626,760.15 (73,155.02) 1982 30 Years Sanford Court Orlando, Fl 2,510,818.31 (107,152.55) 1976 30 Years Scarborough Square Rockville, MD 9,685,523.27 (589,891.13) 1967 30 Years Scottsdale Courtyards Scottsdale, AZ 28,432,129.41 (2,792,846.25) 1993 30 Years Scottsdale Meadows Scottsdale, AZ 13,248,751.10 (1,308,010.72) 1984 30 Years Security Manor Westfield, MA 2,736,009.86 (14,966.00) 1971 30 Years Sedona Springs Austin, TX 26,427,552.56 (1,918,511.43) 1995 30 Years Seeley Lake Tacoma, WA 28,287,032.00 (3,430,166.01) 1990 30 Years Settler's Point Salt Lake City, UT 17,841,034.15 (2,230,334.64) 1986 30 Years Seventh & James Seattle, WA 7,983,527.78 (859,006.69) 1992 30 Years Shadow Bay I Jacksonville, FL 1,245,370.33 (54,730.23) 1984 30 Years Shadow Bay II Jacksonville, FL 1,406,932.14 (61,403.53) 1985 30 Years Shadow Brook Phoenix, AZ 21,987,953.88 (2,093,792.53) 1984 30 Years Shadow Lake Doraville, GA 14,404,846.43 (1,078,479.45) 1989 30 Years Shadow Ridge Tallahassee, FL 1,554,708.46 (65,714.55) 1983 30 Years Shadow Trace Atlanta, GA 2,525,883.05 (106,713.86) 1984 30 Years Shadowood I Sarasota, FL 1,591,838.70 (69,376.78) 1982 30 Years Shadowood II Sarasota, FL 1,517,007.50 (65,690.78) 1983 30 Years Sheffield Court Arlington, VA 36,072,295.48 (7,052,528.49) 1986 30 Years Sherbrook (IN) Indianapolis, IN 1,740,010.63 (77,003.59) 1986 30 Years Sherbrook (OH) Columbus, OH 1,663,628.57 (72,141.63) 1985 30 Years Sherbrook (PA) Pittsburgh, WV 2,796,816.20 (114,156.47) 1986 30 Years Shoal Run Birmingham, AL 13,701,456.61 (1,022,047.58) 1986 30 Years Siena Terrace Lake Forest, CA 33,389,055.88 (1,644,269.55) 1988 30 Years Sierra Canyon Canyon Cnty, CA 16,789,264.07 (1,449,141.08) 1987 30 Years Silver Creek Phoenix, AZ 7,646,328.35 (814,715.37) 1986 30 Years Silver Forest Ocala, FL 1,262,622.18 (53,801.65) 1985 30 Years Silver Shadow Las Vegas, NV 10,046,339.68 (2,295,067.84) 1992 30 Years Silver Springs (FL) Jacksonville, FL 20,411,188.19 (2,273,612.96) 1985 30 Years Silverwood Mission, KS 13,444,335.81 (3,068,534.53) 1986 30 Years Sky Pines I Orlando, Fl 3,528,751.67 (155,132.60) 1986 30 Years Sky Ridge Atlanta, GA 4,346,254.39 (179,899.40) 1987 30 Years Skycrest Valencia, CA 36,129,448.53 (24,892.02) 1999 30 Years Skylark Union City, CA 18,853,184.30 (1,446,932.80) 1986 30 Years Skyview Rancho Santa Margarita, CA 25,403,927.47 (1,249,317.33) 1999 30 Years Slate Run (Hop) Hopkinsville, KY 959,845.30 (45,558.25) 1984 30 Years Slate Run (Ind) Indianapolis, IN 2,983,091.18 (127,569.43) 1984 30 Years Slate Run (Leb) Indianapolis, IN 1,593,222.22 (72,643.46) 1984 30 Years Slate Run (Mia) Dayton, OH 1,352,733.30 (56,757.15) 1985 30 Years Slate Run I (Lou) Louisville, KY 1,799,847.29 (76,648.17) 1984 30 Years Slate Run II (Lou) Louisville, KY 1,665,894.00 (70,200.84) 1985 30 Years Smoketree Polo Club Indio, CA 8,473,506.64 (727,017.25) 1987-89 30 Years Sommerset Place Raleigh, NC 8,292,539.44 (654,744.25) 1983 30 Years Songbird San Antonio, TX 11,906,899.06 (1,915,253.54) 1981 30 Years Sonoran Phoenix, AZ 34,687,624.36 (3,576,733.29) 1995 30 Years Sonterra at Foothill Ranch Orange Cnty, CA 31,642,788.75 (2,359,543.80) 1997 30 Years South Creek Mesa, AZ 28,032,846.47 (4,437,156.36) 1986-89 30 Years South Pointe St. Louis, MO 10,233,218.22 (1,346,508.67) 1986 30 Years Southwood Palo Alto, CA 21,914,666.22 (1,422,343.54) 1985 30 Years Spicewood Indianapolis, IN 1,277,312.66 (53,399.96) 1986 30 Years Spicewood Springs Jacksonville, FL 25,020,689.35 (2,031,337.93) 1986 30 Years Spinnaker Cove Hermitage, TN 14,861,289.05 (1,954,002.66) 1986 30 Years Spring Gate Panama City, FL 1,460,380.68 (65,568.75) 1983 30 Years Spring Hill Commons Acton, MA 8,523,623.02 (44,591.00) 1973 30 Years Spring Lake Manor Birmingham, AL (V) 5,028,919.33 (209,649.00) 1972 30 Years Spring Oak Richmond, VA 13,084,703.62 - (P) 30 Years Springbrook Anderson, SC 1,698,583.02 (77,224.23) 1986 30 Years Springs Colony Orlando, FL 7,533,249.50 (1,937,387.63) 1986 30 Years Springtree (REIT) W. Palm Beach, FL 1,831,400.69 - 1982 30 Years Springwood (Col) Columbus, OH 1,917,517.19 (81,577.43) 1983 30 Years Springwood (IN) Ft. Wayne, IN 1,201,417.73 (51,189.18) 1981 30 Years Springwood II (Aus) Youngstown, OH 776,168.78 (33,881.36) 1982 30 Years
S-10
Initial Cost to Description Company ------------------------------------------------------------------------------------------------------------------------------ Building & Apartment Name Location Encumbrances Land Fixtures ------------------------------------------------------------------------------------------------------------------------------ Steeplechase Charlotte, NC - 1,111,500.00 10,180,749.95 Sterling Point Denver, CO - 935,500.00 8,419,199.52 Stewart Way I Savannah, GA 2,168,339.23 290,772.56 2,562,373.14 Stillwater Savannah, GA 926,760.14 151,197.79 1,332,417.32 Stone Crossing Montgomery, AL (V) 2,048,859.28 103,186.01 2,793,116.64 Stonehenge (Day) Dayton, OH 1,158,287.75 202,293.85 1,782,140.24 Stonehenge (Ind) Indianapolis, IN 1,185,441.61 146,810.32 1,293,558.94 Stonehenge (Jas) Jasper, IN 429,896.29 78,334.74 690,214.46 Stonehenge (KY) Nashville, KY 785,924.42 111,631.60 983,596.05 Stonehenge (Mas) Canton, OH 613,524.26 145,386.28 1,281,011.57 Stonehenge (MI) Jackson, MI 1,058,006.75 146,553.91 1,291,449.64 Stonehenge I (Ric) Dayton, OH 1,110,067.33 156,342.98 1,377,552.00 Stoney Creek Tacoma, WA - 1,215,200.00 10,938,133.89 Stratford Lane I Columbus, OH - 206,636.95 1,815,706.58 Stratford Square Winter Park, FL (V) 3,759,144.20 391,300.00 3,279,516.54 Strawberry Place Tampa, FL 730,190.69 78,444.76 691,183.84 Sturbridge Meadows Sturbridge, MA 2,336,786.19 702,446.99 4,700,991.38 Suffolk Grove I Columbus, OH - 214,106.74 1,886,414.73 Suffolk Grove II Columbus, OH 1,031,836.26 167,682.97 1,477,568.67 Sugartree I Daytona Beach, FL 968,739.69 164,984.83 1,453,696.13 Summer Chase Denver, CO 11,128,304.59 1,709,200.00 15,375,007.91 Summer Creek Plymouth, MN 2,266,378.75 579,600.00 3,815,800.17 Summer Ridge Riverside, CA - 602,400.00 5,422,807.38 Summerhill Glen Maynard, MA 2,089,990.08 415,812.01 2,782,741.89 Summerset Village Chatsworth, CA - 2,891,345.68 23,670,889.45 Summerwood Hayward, CA - 4,866,600.00 6,942,421.24 Summit & Birch Hill Farmington, CT 7,286,123.00 1,757,437.88 11,761,315.05 Summit at Lake Union Seattle, WA - 1,424,700.00 12,852,461.39 Summit Center (FL) W. Palm Beach, FL 2,248,588.84 670,000.00 1,733,311.89 Summit Chase Coral Springs, FL - 1,122,100.00 4,431,710.99 Sun Creek Glendale, AZ (M) 896,929.00 7,066,939.86 Sunny Oak Village Overland Park, KS 14,320,979.74 2,247,750.00 20,230,536.38 Sunnyside Albany, GA 1,314,002.89 166,887.10 1,470,612.23 Sunrise Springs Las Vegas, NV - 975,300.00 8,775,662.32 Sunset Way I Miami, FL 1,592,898.51 258,567.91 2,278,539.10 Sunset Way II Miami, FL 2,603,116.81 274,903.14 2,422,546.26 Suntree Village Oro Valley, AZ (M) 1,571,745.00 13,095,941.30 Surrey Downs Bellevue, WA - 3,057,100.00 7,848,618.09 Sutton Place Dallas, TX - 1,358,400.00 12,227,724.86 Sutton Place (FL) Lakeland, FL 842,515.89 120,887.43 1,065,150.01 Sweetwater Glen Lawrenceville, GA - 500,000.00 10,469,749.09 Sycamore Creek Scottsdale, AZ (E) 3,152,000.00 19,083,727.11 Tabor Ridge Cleveland, OH - 235,940.28 2,079,290.00 Tamarlane Portland, ME - 690,900.00 5,153,632.57 Tanasbourne Terrace Hillsboro, OR 11,725,433.49 1,876,700.00 16,891,204.54 Tanglewood (RI) West Warwick, RI 6,603,939.83 1,141,415.46 7,638,703.44 Tanglewood (VA) Manassas, VA 24,855,586.50 2,108,295.00 19,674,832.78 Terrace Trace Tampa, FL 1,614,975.59 193,916.40 1,708,614.78 Three Chopt West Richmond, VA (V) 8,564,992.73 432,956.59 8,403,105.57 Thymewood II Miami, FL - 219,660.95 1,936,463.36 Timber Hollow Chapel Hill, NC - 800,000.00 11,219,536.59 Timbercreek Toledo, OH 1,521,248.29 203,419.77 1,792,349.87 Timberwalk Jacksonville, FL - 1,988,000.00 13,204,218.78 Timberwood Aurora, CO - 1,518,600.00 14,587,786.32 Timberwood (OH) Macon, GA - 144,299.39 1,271,304.85 Toscana Irvine, CA - 39,410,000.00 50,815,891.88 Town & Country Birmingham, AL (V) 2,341,799.87 147,122.73 3,027,820.17 Town Center (TX) Kingwood, TX - 1,291,300.00 11,530,216.18 Town Center II (TX) Kingwood, TX - 1,375,000.00 14,169,655.96 Townhomes of Meadowbrook Auburn Hills, MI 9,968,231.90 1,382,600.00 12,365,207.39 Townhouse Park Richmond, VA (V) 7,578,479.45 384,176.00 9,820,606.65 Trails (CO), The Aurora, CO 9,499,772.59 1,217,900.00 8,877,204.73 Trails at Briar Forest Houston, TX 13,890,174.49 2,380,000.00 24,911,560.72 Trails at Dominion Park Houston, TX 24,580,029.74 2,531,800.00 35,699,589.07 Trails of Valley Ranch Irving, TX - 2,809,400.00 7,923,063.57 Trailway Pond I Burnsville, MN 4,909,210.00 479,284.26 4,312,143.56 Trailway Pond II Burnsville, MN 11,354,755.00 1,107,287.54 9,961,408.87 Trinity Lakes Cordova, TN (E) 1,982,000.00 14,941,745.65 Turf Club Littleton, CO 9,520,000.00 2,107,300.00 15,478,040.20 Turkscap I Tampa, FL - 125,766.44 1,108,139.39 Turkscap III Tampa, FL 760,154.63 135,850.08 1,196,987.24 Twin Gates Birmingham, AL (V) 4,886,391.95 273,144.27 4,962,351.14 Tyrone Gardens Randolph, MA - 4,953,000.00 5,799,572.09 University Square I Tampa, FL 901,694.30 197,456.54 1,739,807.29 Valencia Plantation Orlando, FL - 873,000.00 12,819,377.37 Valley Creek I Woodbury, MN 12,815,000.00 1,626,715.30 14,634,831.43 Valley Creek II Woodbury, MN 10,100,000.00 1,232,659.25 11,097,830.18 Valleybrook Atlanta, GA 1,501,622.94 254,490.09 2,242,463.08 Valleyfield (KY) Lexington, KY 1,815,123.57 252,328.74 2,223,757.07 Valleyfield (PA) Pittsburg, PA - 274,316.67 2,417,028.77 Valleyfield I Atlanta, GA 1,604,035.12 252,413.03 2,224,133.89 Valleyfield II Atlanta, GA - 258,320.37 2,276,083.97 Van Deene Manor West Springfield, MA 3,071,031.00 744,491.11 4,982,363.58 Via Ventura Phoenix, AZ (E) 1,486,600.00 13,382,005.92 Villa Encanto Phoenix, AZ 11,963,000.00 2,884,447.00 22,197,362.84 Villa Solana Laguna Hills, CA - 1,665,100.00 14,985,677.51 Village at Bear Creek Denver, CO 20,310,122.57 4,519,700.00 40,676,389.86 Village at Lakewood Phoenix, AZ (N) 3,166,411.00 13,859,089.81 Cost Capitalized Subsequent to Gross Amount Carried Acquisition at Close of Description (Improvements, net) (H) Period 12/31/00 ----------------------------------------------------------------------------------------------------------------------------------- Building & Building & Apartment Name Location Land Fixtures Land Fixtures (A) ----------------------------------------------------------------------------------------------------------------------------------- Steeplechase Charlotte, NC - 397,512.93 1,111,500.00 10,578,262.88 Sterling Point Denver, CO - 341,172.93 935,500.00 8,760,372.45 Stewart Way I Savannah, GA - 127,622.67 290,772.56 2,689,995.81 Stillwater Savannah, GA - 37,107.27 151,197.79 1,369,524.59 Stone Crossing Montgomery, AL (V) - 106,513.69 103,186.01 2,899,630.33 Stonehenge (Day) Dayton, OH - 56,854.68 202,293.85 1,838,994.92 Stonehenge (Ind) Indianapolis, IN - 101,408.52 146,810.32 1,394,967.46 Stonehenge (Jas) Jasper, IN - 14,235.60 78,334.74 704,450.06 Stonehenge (KY) Nashville, KY - 37,865.92 111,631.60 1,021,461.97 Stonehenge (Mas) Canton, OH - 52,276.14 145,386.28 1,333,287.71 Stonehenge (MI) Jackson, MI - 35,539.34 146,553.91 1,326,988.98 Stonehenge I (Ric) Dayton, OH - 59,062.50 156,342.98 1,436,614.50 Stoney Creek Tacoma, WA - 311,725.95 1,215,200.00 11,249,859.84 Stratford Lane I Columbus, OH - 22,059.73 206,636.95 1,837,766.31 Stratford Square Winter Park, FL (V) - 95,488.64 391,300.00 3,375,005.18 Strawberry Place Tampa, FL - 40,497.13 78,444.76 731,680.97 Sturbridge Meadows Sturbridge, MA - 5,350.21 702,446.99 4,706,341.59 Suffolk Grove I Columbus, OH - 32,149.77 214,106.74 1,918,564.50 Suffolk Grove II Columbus, OH - 23,206.06 167,682.97 1,500,774.73 Sugartree I Daytona Beach, FL - 34,295.54 164,984.83 1,487,991.67 Summer Chase Denver, CO - 1,391,162.25 1,709,200.00 16,766,170.16 Summer Creek Plymouth, MN - 176,510.85 579,600.00 3,992,311.02 Summer Ridge Riverside, CA - 253,505.72 602,400.00 5,676,313.10 Summerhill Glen Maynard, MA - 30,744.41 415,812.01 2,813,486.30 Summerset Village Chatsworth, CA - 471,003.64 2,891,345.68 24,141,893.09 Summerwood Hayward, CA - 394,700.80 4,866,600.00 7,337,122.04 Summit & Birch Hill Farmington, CT - 28,591.24 1,757,437.88 11,789,906.29 Summit at Lake Union Seattle, WA - 880,889.75 1,424,700.00 13,733,351.14 Summit Center (FL) W. Palm Beach, FL - 10,509.77 670,000.00 1,743,821.66 Summit Chase Coral Springs, FL - 432,724.63 1,122,100.00 4,864,435.62 Sun Creek Glendale, AZ - 197,305.05 896,929.00 7,264,244.91 Sunny Oak Village Overland Park, KS - 2,394,726.30 2,247,750.00 22,625,262.68 Sunnyside Albany, GA - 41,164.67 166,887.10 1,511,776.90 Sunrise Springs Las Vegas, NV - 444,145.10 975,300.00 9,219,807.42 Sunset Way I Miami, FL - 49,857.82 258,567.91 2,328,396.92 Sunset Way II Miami, FL - 47,432.80 274,903.14 2,469,979.06 Suntree Village Oro Valley, AZ - 707,461.71 1,571,745.00 13,803,403.01 Surrey Downs Bellevue, WA - 185,203.61 3,057,100.00 8,033,821.70 Sutton Place Dallas, TX - 3,023,138.40 1,358,400.00 15,250,863.26 Sutton Place (FL) Lakeland, FL - 87,747.98 120,887.43 1,152,897.99 Sweetwater Glen Lawrenceville, GA - 240,428.81 500,000.00 10,710,177.90 Sycamore Creek Scottsdale, AZ - 562,215.77 3,152,000.00 19,645,942.88 Tabor Ridge Cleveland, OH - 114,222.66 235,940.28 2,193,512.66 Tamarlane Portland, ME - 202,992.81 690,900.00 5,356,625.38 Tanasbourne Terrace Hillsboro, OR - 1,615,598.73 1,876,700.00 18,506,803.27 Tanglewood (RI) West Warwick, RI - 1,257,031.08 1,141,415.46 8,895,734.52 Tanglewood (VA) Manassas, VA - 1,369,752.31 2,108,295.00 21,044,585.09 Terrace Trace Tampa, FL - 35,313.60 193,916.40 1,743,928.38 Three Chopt West Richmond, VA (V) - 109,632.94 432,956.59 8,512,738.51 Thymewood II Miami, FL - 16,305.41 219,660.95 1,952,768.77 Timber Hollow Chapel Hill, NC - 322,240.62 800,000.00 11,541,777.21 Timbercreek Toledo, OH - 24,137.04 203,419.77 1,816,486.91 Timberwalk Jacksonville, FL - 283,013.74 1,988,000.00 13,487,232.52 Timberwood Aurora, CO - 571,157.64 1,518,600.00 15,158,943.96 Timberwood (OH) Macon, GA - 39,214.72 144,299.39 1,310,519.57 Toscana Irvine, CA - - 39,410,000.00 50,815,891.88 Town & Country Birmingham, AL (V) - 108,481.89 147,122.73 3,136,302.06 Town Center (TX) Kingwood, TX - 240,198.91 1,291,300.00 11,770,415.09 Town Center II (TX) Kingwood, TX - 52,199.81 1,375,000.00 14,221,855.77 Townhomes of Meadowbrook Auburn Hills, MI - 1,140,104.32 1,382,600.00 13,505,311.71 Townhouse Park Richmond, VA (V) - 384,345.69 384,176.00 10,204,952.34 Trails (CO), The Aurora, CO - 1,866,642.29 1,217,900.00 10,743,847.02 Trails at Briar Forest Houston, TX - 391,492.41 2,380,000.00 25,303,053.13 Trails at Dominion Park Houston, TX - 1,361,303.07 2,531,800.00 37,060,892.14 Trails of Valley Ranch Irving, TX - 488,240.54 2,809,400.00 8,411,304.11 Trailway Pond I Burnsville, MN - 262,390.57 479,284.26 4,574,534.13 Trailway Pond II Burnsville, MN - 302,243.77 1,107,287.54 10,263,652.64 Trinity Lakes Cordova, TN - 519,734.49 1,982,000.00 15,461,480.14 Turf Club Littleton, CO - 1,167,368.35 2,107,300.00 16,645,408.55 Turkscap I Tampa, FL - 117,753.37 125,766.44 1,225,892.76 Turkscap III Tampa, FL - 31,052.48 135,850.08 1,228,039.72 Twin Gates Birmingham, AL (V) - 88,514.71 273,144.27 5,050,865.85 Tyrone Gardens Randolph, MA - 261,180.20 4,953,000.00 6,060,752.29 University Square I Tampa, FL - 21,940.74 197,456.54 1,761,748.03 Valencia Plantation Orlando, FL - 86,629.08 873,000.00 12,906,006.45 Valley Creek I Woodbury, MN - 730,271.90 1,626,715.30 15,365,103.33 Valley Creek II Woodbury, MN - 233,382.99 1,232,659.25 11,331,213.17 Valleybrook Atlanta, GA - 28,004.49 254,490.09 2,270,467.57 Valleyfield (KY) Lexington, KY - 76,721.40 252,328.74 2,300,478.47 Valleyfield (PA) Pittsburg, PA - 77,715.97 274,316.67 2,494,744.74 Valleyfield I Atlanta, GA - 37,341.67 252,413.03 2,261,475.56 Valleyfield II Atlanta, GA - 18,081.66 258,320.37 2,294,165.63 Van Deene Manor West Springfield, MA - 8,194.77 744,491.11 4,990,558.35 Via Ventura Phoenix, AZ - 5,145,492.71 1,486,600.00 18,527,498.63 Villa Encanto Phoenix, AZ - 1,195,221.71 2,884,447.00 23,392,584.55 Villa Solana Laguna Hills, CA - 1,484,675.07 1,665,100.00 16,470,352.58 Village at Bear Creek Denver, CO - 589,617.59 4,519,700.00 41,266,007.45 Village at Lakewood Phoenix, AZ - 529,477.33 3,166,411.00 14,388,567.14 Life Used to Description Compute -------------------------------------------------------------------------------------------------------------- Depreciation in Accumulated Date of Latest Income Apartment Name Location Total (B) Depreciation Construction Statement (C) ---------------------------------------------------------------------------------------------------------------------------------- Steeplechase Charlotte, NC 11,689,762.88 (892,434.44) 1986 30 Years Sterling Point Denver, CO 9,695,872.45 (1,172,643.57) 1979 30 Years Stewart Way I Savannah, GA 2,980,768.37 (133,443.35) 1986 30 Years Stillwater Savannah, GA 1,520,722.38 (65,023.03) 1983 30 Years Stone Crossing Montgomery, AL (V) 3,002,816.34 (126,384.00) 1973 30 Years Stonehenge (Day) Dayton, OH 2,041,288.77 (85,554.37) 1985 30 Years Stonehenge (Ind) Indianapolis, IN 1,541,777.78 (73,337.53) 1984 30 Years Stonehenge (Jas) Jasper, IN 782,784.80 (34,350.08) 1985 30 Years Stonehenge (KY) Nashville, KY 1,133,093.57 (50,254.86) 1983 30 Years Stonehenge (Mas) Canton, OH 1,478,673.99 (64,508.58) 1984 30 Years Stonehenge (MI) Jackson, MI 1,473,542.89 (60,115.57) 1984 30 Years Stonehenge I (Ric) Dayton, OH 1,592,957.48 (67,693.70) 1984 30 Years Stoney Creek Tacoma, WA 12,465,059.84 (1,517,766.32) 1990 30 Years Stratford Lane I Columbus, OH 2,044,403.26 (85,305.47) 1984 30 Years Stratford Square Winter Park, FL (V) 3,766,305.18 (149,774.00) 1972 30 Years Strawberry Place Tampa, FL 810,125.73 (38,960.11) 1982 30 Years Sturbridge Meadows Sturbridge, MA 5,408,788.58 (29,006.00) 1985 30 Years Suffolk Grove I Columbus, OH 2,132,671.24 (88,886.73) 1985 30 Years Suffolk Grove II Columbus, OH 1,668,457.70 (69,015.90) 1987 30 Years Sugartree I Daytona Beach, FL 1,652,976.50 (71,127.49) 1984 30 Years Summer Chase Denver, CO 18,475,370.16 (3,088,305.82) 1983 30 Years Summer Creek Plymouth, MN 4,571,911.02 (385,019.74) 1985 30 Years Summer Ridge Riverside, CA 6,278,713.10 (985,924.44) 1985 30 Years Summerhill Glen Maynard, MA 3,229,298.31 (18,793.00) 1980 30 Years Summerset Village Chatsworth, CA 27,033,238.77 (3,734,851.18) 1985 30 Years Summerwood Hayward, CA 12,203,722.04 (699,839.02) 1982 30 Years Summit & Birch Hill Farmington, CT 13,547,344.17 (70,480.00) 1967 30 Years Summit at Lake Union Seattle, WA 15,158,051.14 (1,789,424.05) 1995 - 1997 30 Years Summit Center (FL) W. Palm Beach, FL 2,413,821.66 (24,943.10) 1987 30 Years Summit Chase Coral Springs, FL 5,986,535.62 (795,098.64) 1985 30 Years Sun Creek Glendale, AZ 8,161,173.91 (851,199.43) 1985 30 Years Sunny Oak Village Overland Park, KS 24,873,012.68 (4,587,378.46) 1984 30 Years Sunnyside Albany, GA 1,678,664.00 (72,114.80) 1984 30 Years Sunrise Springs Las Vegas, NV 10,195,107.42 (2,216,861.71) 1989 30 Years Sunset Way I Miami, FL 2,586,964.83 (111,928.37) 1987 30 Years Sunset Way II Miami, FL 2,744,882.20 (116,148.19) 1988 30 Years Suntree Village Oro Valley, AZ 15,375,148.01 (1,694,289.05) 1986 30 Years Surrey Downs Bellevue, WA 11,090,921.70 (736,489.67) 1986 30 Years Sutton Place Dallas, TX 16,609,263.26 (4,715,811.08) 1985 30 Years Sutton Place (FL) Lakeland, FL 1,273,785.42 (56,540.61) 1984 30 Years Sweetwater Glen Lawrenceville, GA 11,210,177.90 (884,390.83) 1986 30 Years Sycamore Creek Scottsdale, AZ 22,797,942.88 (2,374,902.25) 1984 30 Years Tabor Ridge Cleveland, OH 2,429,452.94 (103,280.33) 1986 30 Years Tamarlane Portland, ME 6,047,525.38 (720,866.73) 1986 30 Years Tanasbourne Terrace Hillsboro, OR 20,383,503.27 (4,621,782.56) 1986-89 30 Years Tanglewood (RI) West Warwick, RI 10,037,149.98 (47,326.00) 1973 30 Years Tanglewood (VA) Manassas, VA 23,152,880.09 (5,024,988.41) 1987 30 Years Terrace Trace Tampa, FL 1,937,844.78 (83,184.82) 1985 30 Years Three Chopt West Richmond, VA (V) 8,945,695.10 (334,500.00) 1962 30 Years Thymewood II Miami, FL 2,172,429.72 (89,912.30) 1986 30 Years Timber Hollow Chapel Hill, NC 12,341,777.21 (950,443.09) 1986 30 Years Timbercreek Toledo, OH 2,019,906.68 (84,715.35) 1987 30 Years Timberwalk Jacksonville, FL 15,475,232.52 (1,132,238.79) 1987 30 Years Timberwood Aurora, CO 16,677,543.96 (1,508,360.42) 1983 30 Years Timberwood (OH) Macon, GA 1,454,818.96 (62,488.09) 1985 30 Years Toscana Irvine, CA 90,225,891.88 (54,607.96) 1991/1993 30 Years Town & Country Birmingham, AL (V) 3,283,424.79 (132,561.00) 1973 30 Years Town Center (TX) Kingwood, TX 13,061,715.09 (1,684,967.97) 1994 30 Years Town Center II (TX) Kingwood, TX 15,596,855.77 (531,989.45) 1994 30 Years Townhomes of Meadowbrook Auburn Hills, MI 14,887,911.71 (1,313,852.34) 1988 30 Years Townhouse Park Richmond, VA (V) 10,589,128.34 (427,419.00) 1966 30 Years Trails (CO), The Aurora, CO 11,961,747.02 (3,333,488.11) 1986 30 Years Trails at Briar Forest Houston, TX 27,683,053.13 (2,091,203.34) 1990 30 Years Trails at Dominion Park Houston, TX 39,592,692.14 (5,360,575.68) 1992 30 Years Trails of Valley Ranch Irving, TX 11,220,704.11 (925,205.60) 1986 30 Years Trailway Pond I Burnsville, MN 5,053,818.39 (537,718.65) 1988 30 Years Trailway Pond II Burnsville, MN 11,370,940.18 (1,173,053.00) 1988 30 Years Trinity Lakes Cordova, TN 17,443,480.14 (1,930,595.10) 1985 30 Years Turf Club Littleton, CO 18,752,708.55 (1,672,928.63) 1986 30 Years Turkscap I Tampa, FL 1,351,659.20 (57,295.34) 1977 30 Years Turkscap III Tampa, FL 1,363,889.80 (58,312.87) 1982 30 Years Twin Gates Birmingham, AL (V) 5,324,010.12 (214,506.00) 1967 30 Years Tyrone Gardens Randolph, MA 11,013,752.29 (588,686.80) 1961/1965 30 Years University Square I Tampa, FL 1,959,204.57 (82,873.68) 1979 30 Years Valencia Plantation Orlando, FL 13,779,006.45 (1,030,804.15) 1990 30 Years Valley Creek I Woodbury, MN 16,991,818.63 (1,774,728.82) 1989 30 Years Valley Creek II Woodbury, MN 12,563,872.42 (1,280,157.80) 1990 30 Years Valleybrook Atlanta, GA 2,524,957.66 (104,707.31) 1986 30 Years Valleyfield (KY) Lexington, KY 2,552,807.21 (107,890.16) 1985 30 Years Valleyfield (PA) Pittsburg, PA 2,769,061.41 (114,875.68) 1985 30 Years Valleyfield I Atlanta, GA 2,513,888.59 (103,398.95) 1984 30 Years Valleyfield II Atlanta, GA 2,552,486.00 (104,145.66) 1985 30 Years Van Deene Manor West Springfield, MA 5,735,049.46 (30,708.00) 1970 30 Years Via Ventura Phoenix, AZ 20,014,098.63 (5,199,712.99) 1980 30 Years Villa Encanto Phoenix, AZ 26,277,031.55 (2,745,410.72) 1983 30 Years Villa Solana Laguna Hills, CA 18,135,452.58 (4,265,800.91) 1984 30 Years Village at Bear Creek Denver, CO 45,785,707.45 (5,260,002.87) 1987 30 Years Village at Lakewood Phoenix, AZ 17,554,978.14 (1,715,077.36) 1988 30 Years
S-11
Initial Cost to Description Company ------------------------------------------------------------------------------------------------------------------------------ Building & Apartment Name Location Encumbrances Land Fixtures ------------------------------------------------------------------------------------------------------------------------------ Village at Tanque Verde Tucson, AZ (N) 1,434,838.00 7,134,637.58 Village Oaks Austin, TX 4,783,981.77 1,186,000.00 10,663,736.24 Village of Newport Federal Way, WA - 416,300.00 3,756,582.21 Villas at Josey Ranch Carrollton, TX 6,661,615.66 1,587,700.00 7,254,727.19 Villas of Oak Creste San Antonio, TX - 905,800.00 8,151,737.96 Viridian Lake Fort Myers, FL - 960,000.00 17,806,757.92 Vista Del Lago Mission Viejo, CA 30,396,981.60 4,525,800.00 40,736,293.14 Vista Grove Mesa, AZ - 1,341,796.00 12,157,045.12 Vista Pointe Irving, TX - 2,080,800.00 17,014,486.38 Walden Wood Southfield, MI 5,600,252.93 834,700.00 7,513,690.33 Walker Place Dallas, TX 1,124,328.52 125,274.01 1,103,800.59 Warwick Station Denver, CO 9,273,000.00 2,282,000.00 20,543,194.91 Waterbury (GA) Athens, GA - 147,450.03 1,299,195.48 Waterbury (IN) Indianapolis, IN 814,991.14 105,245.15 927,324.45 Waterbury (MI) Detroit,MI 2,069,763.97 331,738.84 2,922,588.70 Waterbury (OH) Cincinnati, OH - 193,166.67 1,701,833.85 Waterbury (TN) Clarksville, TN - 116,967.54 1,031,171.54 Waterford (Jax) Jacksonville, FL - 3,550,922.50 23,672,461.95 Waterford at Deerwood Jacksonville, FL 10,511,208.59 1,736,000.00 10,659,701.84 Waterford at Orange Park Orange Park, FL 9,540,000.00 1,960,000.00 12,098,784.47 Waterford at Regency Jacksonville, FL 7,049,845.41 1,113,000.00 5,184,161.74 Waterford at the Lakes Kent, WA - 3,100,200.00 16,140,923.73 Waterford Village (Broward) Delray Beach, FL - 1,888,000.00 15,358,635.40 Watermark Square Portland, OR 7,808,318.90 1,580,500.00 14,194,258.85 Waterstone Place Seattle, WA - 2,964,000.00 26,674,598.90 Webster Green Needham, MA 6,593,251.18 1,418,892.54 9,495,665.44 Welleby Lake Club Sunrise, FL - 3,648,000.00 17,620,879.42 Wellington (WA) Silverdale, WA 7,961,395.64 1,099,300.00 9,883,302.82 Wellington Hill Manchester, NH (Q) 1,890,200.00 17,120,661.97 Wellsford Oaks Tulsa, OK - 1,310,500.00 11,794,289.56 Wentworth Detroit,MI - 217,502.26 1,916,231.96 West Of Eastland Columbus, OH 1,997,125.39 234,543.74 2,066,674.99 Westbrook Village Manchester, MO - 2,310,000.00 10,606,342.76 Westcreek Jacksonville, FL - 185,199.13 1,632,256.15 Westridge Tacoma, WA - 3,501,900.00 31,506,082.24 Westside Villas I Los Angeles, CA - 1,785,000.00 3,234,812.08 Westside Villas II Los Angeles, CA - 1,955,000.00 3,542,992.78 Westside Villas III Los Angeles, CA - 3,060,000.00 5,541,727.38 Westside Villas IV Los Angeles, CA - 3,060,000.00 5,541,727.39 Westside Villas V Los Angeles, CA - 5,100,000.00 9,230,717.47 Westway Brunswick, GA - 168,322.68 1,483,106.21 Westwood (IN) Elkhart, IN - 78,507.76 691,663.90 Westwood (OH) Columbus, OH 92,533.97 18,554.25 163,483.16 Westwood Glen Westwood, MA 4,376,206.03 1,616,504.78 10,818,147.34 Westwood Pines Tamarac, FL - 1,528,600.00 13,739,616.00 Westwynd Apts West Hartford, CT - 308,543.13 2,064,865.58 Whispering Oaks Walnut Creek, CA 10,734,712.48 2,170,800.00 19,539,586.15 Whispering Pines Fr. Pierce, FL - 384,000.00 621,367.08 Whispering Pines II Fr. Pierce, FL - 105,171.51 926,475.58 Whisperwood Alabany, GA - 84,240.30 742,373.88 White Bear Woods White Bear Lake, MN 14,172,876.00 1,624,740.73 14,618,489.69 Wilcrest Woods Savannah, GA 1,330,239.65 187,306.36 1,650,373.13 Wilde Lake Richmond, VA 4,440,000.00 947,200.00 8,594,105.46 Wilkins Glen Medfield, MA 1,864,079.32 538,482.64 3,603,691.51 Willow Creek I (GA) Atlanta, GA 818,032.32 145,768.69 1,298,973.46 Willow Lakes Spartanburg, SC 2,031,065.16 200,989.58 1,770,937.26 Willow Run (GA) Atlanta, GA 1,711,016.73 197,964.94 1,744,286.82 Willow Run (IN) New Albany, IN 1,118,089.83 183,872.68 1,620,118.73 Willow Run (KY) Owensboro, KY 1,115,319.51 141,015.67 1,242,351.72 Willow Trail Norcross, GA - 1,120,000.00 11,412,981.59 Willowick Aurora, CO - 506,900.00 4,157,878.35 Will-O-Wisp Kinston, NC (V) 3,596,675.01 197,397.72 4,021,457.73 Willowood (GA) Macon, GA 1,134,089.91 160,257.54 1,411,943.57 Willowood East II Indianapolis, IN 771,961.77 104,917.75 924,589.72 Willowood I (Gro) Columbus, OH 936,345.81 126,045.04 1,110,558.13 Willowood I (IN) Bloomington, IN 1,133,814.00 163,896.17 1,444,103.85 Willowood I (KY) Lexington, KY 1,003,549.08 138,822.38 1,223,176.43 Willowood I (Woo) Akron, OH 691,062.49 117,254.13 1,033,136.63 Willowood II (Gro) Columbus, OH 545,797.09 70,923.51 624,814.43 Willowood II (IN) Bloomington, IN 1,142,270.91 161,306.27 1,421,284.06 Willowood II (KY) Lexington, KY 836,624.03 120,375.49 1,060,639.21 Willowood II (Tro) Dayton, OH 897,579.19 142,623.37 1,256,667.34 Willowood II (Woo) Akron, OH 858,687.54 103,199.14 909,397.90 Willows I (OH), The Columbus, OH - 76,283.41 672,339.99 Willows II (OH), The Columbus, OH 629,451.59 96,678.71 851,844.82 Willows III (OH), The Columbus, OH 855,180.28 129,221.40 1,137,783.40 Wimberly Dallas, TX - 2,232,000.00 27,685,923.27 Wimbledon Oaks Arlington, TX 7,347,295.48 1,491,700.00 8,843,716.03 Winchester Park East Providence, RI - 2,822,618.35 18,889,830.51 Winchester Wood East Providence, RI 2,296,827.35 683,215.23 4,572,286.55 Windemere Mesa, AZ - 949,300.00 8,771,280.22 Windmont Atlanta, GA - 3,204,000.00 7,128,448.37 Windridge (CA) Laguna Niguel, CA (L) 2,662,900.00 23,985,496.57 Windridge (GA) Dunwoody, GA - 1,224,000.00 13,627,761.75 Windwood I (FL) Melbourne, FL - 113,912.73 1,003,498.28 Windwood II (FL) Melbourne, FL 190,000.00 118,915.07 1,047,598.32 Wingwood (Orl) Orlando, FL 1,474,416.65 236,884.32 2,086,401.61 Winter Woods I (FL) Orlando, FL - 144,921.36 1,276,965.11 Cost Capitalized Subsequent to Gross Amount Carried Acquisition at Close of Description (Improvements, net) (H) Period 12/31/00 ----------------------------------------------------------------------------------------------------------------------------------- Building & Building & Apartment Name Location Land Fixtures Land Fixtures (A) ----------------------------------------------------------------------------------------------------------------------------------- Village at Tanque Verde Tucson, AZ - 476,802.27 1,434,838.00 7,611,439.85 Village Oaks Austin, TX - 664,619.87 1,186,000.00 11,328,356.11 Village of Newport Federal Way, WA - 365,616.74 416,300.00 4,122,198.95 Villas at Josey Ranch Carrollton, TX - 342,131.02 1,587,700.00 7,596,858.21 Villas of Oak Creste San Antonio, TX - 775,964.50 905,800.00 8,927,702.46 Viridian Lake Fort Myers, FL - 850,368.44 960,000.00 18,657,126.36 Vista Del Lago Mission Viejo, CA - 2,760,256.78 4,525,800.00 43,496,549.92 Vista Grove Mesa, AZ - 191,877.63 1,341,796.00 12,348,922.75 Vista Pointe Irving, TX - 331,881.18 2,080,800.00 17,346,367.56 Walden Wood Southfield, MI - 1,432,044.36 834,700.00 8,945,734.69 Walker Place Dallas, TX - 16,240.22 125,274.01 1,120,040.81 Warwick Station Denver, CO - 308,571.22 2,282,000.00 20,851,766.13 Waterbury (GA) Athens, GA - 15,493.58 147,450.03 1,314,689.06 Waterbury (IN) Indianapolis, IN - 26,903.62 105,245.15 954,228.07 Waterbury (MI) Detroit,MI - 79,577.25 331,738.84 3,002,165.95 Waterbury (OH) Cincinnati, OH - 103,615.68 193,166.67 1,805,449.53 Waterbury (TN) Clarksville, TN - 27,618.72 116,967.54 1,058,790.26 Waterford (Jax) Jacksonville, FL - 723,659.65 3,550,922.50 24,396,121.60 Waterford at Deerwood Jacksonville, FL - 478,092.82 1,736,000.00 11,137,794.66 Waterford at Orange Park Orange Park, FL - 1,049,689.66 1,960,000.00 13,148,474.13 Waterford at Regency Jacksonville, FL - 186,776.87 1,113,000.00 5,370,938.61 Waterford at the Lakes Kent, WA - 686,911.56 3,100,200.00 16,827,835.29 Waterford Village (Broward) Delray Beach, FL - 1,552,848.67 1,888,000.00 16,911,484.07 Watermark Square Portland, OR - 1,225,588.24 1,580,500.00 15,419,847.09 Waterstone Place Seattle, WA - 3,568,282.38 2,964,000.00 30,242,881.28 Webster Green Needham, MA - 6,816.38 1,418,892.54 9,502,481.82 Welleby Lake Club Sunrise, FL - 304,723.72 3,648,000.00 17,925,603.14 Wellington (WA) Silverdale, WA - 692,925.94 1,099,300.00 10,576,228.76 Wellington Hill Manchester, NH - 2,078,225.20 1,890,200.00 19,198,887.17 Wellsford Oaks Tulsa, OK - 265,623.71 1,310,500.00 12,059,913.27 Wentworth Detroit,MI - 61,834.30 217,502.26 1,978,066.26 West Of Eastland Columbus, OH - 90,977.29 234,543.74 2,157,652.28 Westbrook Village Manchester, MO - 310,247.87 2,310,000.00 10,916,590.63 Westcreek Jacksonville, FL - 38,058.80 185,199.13 1,670,314.95 Westridge Tacoma, WA - 1,243,796.74 3,501,900.00 32,749,878.98 Westside Villas I Los Angeles, CA - - 1,785,000.00 3,234,812.08 Westside Villas II Los Angeles, CA - - 1,955,000.00 3,542,992.78 Westside Villas III Los Angeles, CA - 3,455.40 3,060,000.00 5,545,182.78 Westside Villas IV Los Angeles, CA - - 3,060,000.00 5,541,727.39 Westside Villas V Los Angeles, CA - 232.20 5,100,000.00 9,230,949.67 Westway Brunswick, GA - 60,696.26 168,322.68 1,543,802.47 Westwood (IN) Elkhart, IN - 59,804.69 78,507.76 751,468.59 Westwood (OH) Columbus, OH - 3,135.16 18,554.25 166,618.32 Westwood Glen Westwood, MA - 38,475.82 1,616,504.78 10,856,623.16 Westwood Pines Tamarac, FL - 457,492.28 1,528,600.00 14,197,108.28 Westwynd Apts West Hartford, CT - 4,331.33 308,543.13 2,069,196.91 Whispering Oaks Walnut Creek, CA - 1,446,350.21 2,170,800.00 20,985,936.36 Whispering Pines Fr. Pierce, FL - 7,796.94 384,000.00 629,164.02 Whispering Pines II Fr. Pierce, FL - 32,319.64 105,171.51 958,795.22 Whisperwood Alabany, GA - 26,099.38 84,240.30 768,473.26 White Bear Woods White Bear Lake, MN - 369,781.09 1,624,740.73 14,988,270.78 Wilcrest Woods Savannah, GA - 50,796.61 187,306.36 1,701,169.74 Wilde Lake Richmond, VA - 598,980.61 947,200.00 9,193,086.07 Wilkins Glen Medfield, MA - 25,375.49 538,482.64 3,629,067.00 Willow Creek I (GA) Atlanta, GA - 14,773.25 145,768.69 1,313,746.71 Willow Lakes Spartanburg, SC - 49,082.78 200,989.58 1,820,020.04 Willow Run (GA) Atlanta, GA - 117,118.64 197,964.94 1,861,405.46 Willow Run (IN) New Albany, IN - 65,051.17 183,872.68 1,685,169.90 Willow Run (KY) Owensboro, KY - 43,030.59 141,015.67 1,285,382.31 Willow Trail Norcross, GA - 210,365.26 1,120,000.00 11,623,346.85 Willowick Aurora, CO - 234,908.29 506,900.00 4,392,786.64 Will-O-Wisp Kinston, NC (V) - 65,387.39 197,397.72 4,086,845.12 Willowood (GA) Macon, GA - 11,587.14 160,257.54 1,423,530.71 Willowood East II Indianapolis, IN - 65,218.51 104,917.75 989,808.23 Willowood I (Gro) Columbus, OH - 22,101.36 126,045.04 1,132,659.49 Willowood I (IN) Bloomington, IN - 39,135.33 163,896.17 1,483,239.18 Willowood I (KY) Lexington, KY - 38,710.31 138,822.38 1,261,886.74 Willowood I (Woo) Akron, OH - 25,647.84 117,254.13 1,058,784.47 Willowood II (Gro) Columbus, OH - 19,369.60 70,923.51 644,184.03 Willowood II (IN) Bloomington, IN - 27,656.99 161,306.27 1,448,941.05 Willowood II (KY) Lexington, KY - 14,217.24 120,375.49 1,074,856.45 Willowood II (Tro) Dayton, OH - 28,329.50 142,623.37 1,284,996.84 Willowood II (Woo) Akron, OH - 62,370.91 103,199.14 971,768.81 Willows I (OH), The Columbus, OH - 35,656.69 76,283.41 707,996.68 Willows II (OH), The Columbus, OH - 20,694.03 96,678.71 872,538.85 Willows III (OH), The Columbus, OH - 20,041.76 129,221.40 1,157,825.16 Wimberly Dallas, TX - 182,017.96 2,232,000.00 27,867,941.23 Wimbledon Oaks Arlington, TX - 511,229.58 1,491,700.00 9,354,945.61 Winchester Park East Providence, RI - 324,706.67 2,822,618.35 19,214,537.18 Winchester Wood East Providence, RI - 2,131.44 683,215.23 4,574,417.99 Windemere Mesa, AZ - 686,533.23 949,300.00 9,457,813.45 Windmont Atlanta, GA - 58,636.94 3,204,000.00 7,187,085.31 Windridge (CA) Laguna Niguel, CA - 1,001,948.19 2,662,900.00 24,987,444.76 Windridge (GA) Dunwoody, GA - 635,086.25 1,224,000.00 14,262,848.00 Windwood I (FL) Melbourne, FL - 38,665.14 113,912.73 1,042,163.42 Windwood II (FL) Melbourne, FL - 147,340.66 118,915.07 1,194,938.98 Wingwood (Orl) Orlando, FL - 159,977.83 236,884.32 2,246,379.44 Winter Woods I (FL) Orlando, FL - 29,646.03 144,921.36 1,306,611.14 Life Used to Description Compute -------------------------------------------------------------------------------------------------------------- Depreciation in Accumulated Date of Latest Income Apartment Name Location Total (B) Depreciation Construction Statement (C) ---------------------------------------------------------------------------------------------------------------------------------- Village at Tanque Verde Tucson, AZ 9,046,277.85 (960,445.44) 1984-1994 30 Years Village Oaks Austin, TX 12,514,356.11 (1,917,139.42) 1984 30 Years Village of Newport Federal Way, WA 4,538,498.95 (1,057,467.24) 1987 30 Years Villas at Josey Ranch Carrollton, TX 9,184,558.21 (756,377.97) 1986 30 Years Villas of Oak Creste San Antonio, TX 9,833,502.46 (1,360,349.41) 1979 30 Years Viridian Lake Fort Myers, FL 19,617,126.36 (1,517,840.89) 1991 30 Years Vista Del Lago Mission Viejo, CA 48,022,349.92 (11,034,600.99) 1986-88 30 Years Vista Grove Mesa, AZ 13,690,718.75 (1,313,431.31) 1997 - 1998 30 Years Vista Pointe Irving, TX 19,427,167.56 (1,719,687.18) 1996 30 Years Walden Wood Southfield, MI 9,780,434.69 (2,652,785.02) 1972 30 Years Walker Place Dallas, TX 1,245,314.82 (53,760.52) 1988 30 Years Warwick Station Denver, CO 23,133,766.13 (2,747,667.34) 1986 30 Years Waterbury (GA) Athens, GA 1,462,139.09 (61,335.44) 1985 30 Years Waterbury (IN) Indianapolis, IN 1,059,473.22 (45,974.30) 1984 30 Years Waterbury (MI) Detroit,MI 3,333,904.79 (141,474.11) 1985 30 Years Waterbury (OH) Cincinnati, OH 1,998,616.20 (85,698.08) 1985 30 Years Waterbury (TN) Clarksville, TN 1,175,757.80 (51,111.06) 1985 30 Years Waterford (Jax) Jacksonville, FL 27,947,044.10 (2,081,151.85) 1988 30 Years Waterford at Deerwood Jacksonville, FL 12,873,794.66 (982,491.92) 1985 30 Years Waterford at Orange Park Orange Park, FL 15,108,474.13 (1,301,901.26) 1986 30 Years Waterford at Regency Jacksonville, FL 6,483,938.61 (488,261.10) 1985 30 Years Waterford at the Lakes Kent, WA 19,928,035.29 (2,391,703.77) 1990 30 Years Waterford Village (Broward) Delray Beach, FL 18,799,484.07 (1,527,559.15) 1989 30 Years Watermark Square Portland, OR 17,000,347.09 (2,359,543.13) 1990 30 Years Waterstone Place Seattle, WA 33,206,881.28 (8,570,525.68) 1990 30 Years Webster Green Needham, MA 10,921,374.36 (54,865.00) 1985 30 Years Welleby Lake Club Sunrise, FL 21,573,603.14 (1,469,885.32) 1991 30 Years Wellington (WA) Silverdale, WA 11,675,528.76 (2,427,180.74) 1990 30 Years Wellington Hill Manchester, NH 21,089,087.17 (5,074,996.96) 1987 30 Years Wellsford Oaks Tulsa, OK 13,370,413.27 (1,672,663.99) 1991 30 Years Wentworth Detroit,MI 2,195,568.52 (91,807.79) 1985 30 Years West Of Eastland Columbus, OH 2,392,196.02 (106,636.97) 1977 30 Years Westbrook Village Manchester, MO 13,226,590.63 (692,462.70) 1984 30 Years Westcreek Jacksonville, FL 1,855,514.08 (81,350.14) 1986 30 Years Westridge Tacoma, WA 36,251,778.98 (4,490,180.50) 1987/1991 30 Years Westside Villas I Los Angeles, CA 5,019,812.08 (23,816.74) 1999 30 Years Westside Villas II Los Angeles, CA 5,497,992.78 (26,085.24) 1999 30 Years Westside Villas III Los Angeles, CA 8,605,182.78 (40,914.09) 1999 30 Years Westside Villas IV Los Angeles, CA 8,601,727.39 (40,800.91) 1999 30 Years Westside Villas V Los Angeles, CA 14,330,949.67 (67,961.35) 1999 30 Years Westway Brunswick, GA 1,712,125.15 (75,532.22) 1984 30 Years Westwood (IN) Elkhart, IN 829,976.35 (39,061.49) 1984 30 Years Westwood (OH) Columbus, OH 185,172.57 (8,373.96) 1980 30 Years Westwood Glen Westwood, MA 12,473,127.94 (64,434.00) 1972 30 Years Westwood Pines Tamarac, FL 15,725,708.28 (1,634,848.00) 1991 30 Years Westwynd Apts West Hartford, CT 2,377,740.04 (12,749.00) 1969 30 Years Whispering Oaks Walnut Creek, CA 23,156,736.36 (3,373,802.89) 1974 30 Years Whispering Pines Fr. Pierce, FL 1,013,164.02 (10,013.16) 1986 30 Years Whispering Pines II Fr. Pierce, FL 1,063,966.73 (45,726.14) 1986 30 Years Whisperwood Alabany, GA 852,713.56 (38,811.58) 1985 30 Years White Bear Woods White Bear Lake, MN 16,613,011.51 (1,706,843.52) 1989 30 Years Wilcrest Woods Savannah, GA 1,888,476.10 (80,453.01) 1986 30 Years Wilde Lake Richmond, VA 10,140,286.07 (1,443,192.75) 1989 30 Years Wilkins Glen Medfield, MA 4,167,549.64 (22,854.00) 1975 30 Years Willow Creek I (GA) Atlanta, GA 1,459,515.40 (61,076.58) 1985 30 Years Willow Lakes Spartanburg, SC 2,021,009.62 (88,821.73) 1986 30 Years Willow Run (GA) Atlanta, GA 2,059,370.40 (89,441.33) 1983 30 Years Willow Run (IN) New Albany, IN 1,869,042.58 (79,250.26) 1984 30 Years Willow Run (KY) Owensboro, KY 1,426,397.98 (63,032.31) 1984 30 Years Willow Trail Norcross, GA 12,743,346.85 (962,506.61) 1985 30 Years Willowick Aurora, CO 4,899,686.64 (444,100.11) 1980 30 Years Will-O-Wisp Kinston, NC (V) 4,284,242.84 (169,136.00) 1970 30 Years Willowood (GA) Macon, GA 1,583,788.25 (66,225.77) 1984 30 Years Willowood East II Indianapolis, IN 1,094,725.98 (52,831.02) 1985 30 Years Willowood I (Gro) Columbus, OH 1,258,704.53 (52,919.36) 1984 30 Years Willowood I (IN) Bloomington, IN 1,647,135.35 (68,728.21) 1983 30 Years Willowood I (KY) Lexington, KY 1,400,709.12 (60,209.41) 1984 30 Years Willowood I (Woo) Akron, OH 1,176,038.60 (50,974.99) 1984 30 Years Willowood II (Gro) Columbus, OH 715,107.54 (29,931.59) 1985 30 Years Willowood II (IN) Bloomington, IN 1,610,247.32 (67,705.04) 1986 30 Years Willowood II (KY) Lexington, KY 1,195,231.94 (50,266.48) 1985 30 Years Willowood II (Tro) Dayton, OH 1,427,620.21 (61,723.19) 1987 30 Years Willowood II (Woo) Akron, OH 1,074,967.95 (47,230.22) 1986 30 Years Willows I (OH), The Columbus, OH 784,280.09 (35,839.18) 1987 30 Years Willows II (OH), The Columbus, OH 969,217.56 (42,423.23) 1981 30 Years Willows III (OH), The Columbus, OH 1,287,046.56 (53,767.55) 1987 30 Years Wimberly Dallas, TX 30,099,941.23 (2,204,255.62) 1996 30 Years Wimbledon Oaks Arlington, TX 10,846,645.61 (914,332.75) 1985 30 Years Winchester Park East Providence, RI 22,037,155.53 (116,499.00) 1972 30 Years Winchester Wood East Providence, RI 5,257,633.22 (27,124.00) 1989 30 Years Windemere Mesa, AZ 10,407,113.45 (1,312,139.55) 1986 30 Years Windmont Atlanta, GA 10,391,085.31 (259,619.36) 1988 30 Years Windridge (CA) Laguna Niguel, CA 27,650,344.76 (5,664,953.19) 1989 30 Years Windridge (GA) Dunwoody, GA 15,486,848.00 (1,188,316.50) 1982 30 Years Windwood I (FL) Melbourne, FL 1,156,076.15 (51,237.71) 1988 30 Years Windwood II (FL) Melbourne, FL 1,313,854.05 (55,451.80) 1987 30 Years Wingwood (Orl) Orlando, FL 2,483,263.76 (104,170.30) 1980 30 Years Winter Woods I (FL) Orlando, FL 1,451,532.50 (62,765.18) 1985 30 Years
S-12
Initial Cost to Description Company --------------------------------------------------------------------------------------------------------------------------------- Building & Apartment Name Location Encumbrances Land Fixtures --------------------------------------------------------------------------------------------------------------------------------- Winterwood Charlotte, NC 11,519,842.37 1,722,000.00 15,501,141.60 Winthrop Court (KY) Lexington, KY 1,468,159.57 184,709.36 1,627,190.80 Winthrop Court II (OH) Columbus, OH 735,223.28 102,381.09 896,576.06 Wood Creek (CA) Pleasant Hill, CA - 9,729,900.00 23,009,768.39 Wood Crest Villa Westland, MI - 933,822.17 8,492,102.79 Wood Forest Daytona Beach, FL 6,103,079.16 1,008,000.00 4,950,210.29 Wood Lane Place Woodbury, MN 14,000,000.00 2,009,146.73 18,090,498.11 Woodbine (Cuy) Akron, OH - 185,868.12 1,637,700.68 Woodbine (Por) Hungtington, OH 629,765.85 78,097.85 688,127.14 Woodbridge Cary, NC 4,628,007.77 737,400.00 6,852,869.85 Woodbridge (CT) Newington, CT 2,303,845.00 498,376.96 3,335,291.98 Woodbridge II Cary, NC - 1,244,600.00 11,027,364.10 Woodcliff I Atlanta, GA - 276,659.02 2,437,667.42 Woodcliff II Atlanta, GA 1,662,582.01 266,449.39 2,347,769.47 Woodcreek Beaverton, OR 10,578,186.77 1,755,800.00 15,816,454.87 Woodcrest I Macon, GA - 115,738.70 1,028,353.02 Woodlake (WA) Kirkland, WA 11,250,009.40 6,631,400.00 16,735,484.40 Woodland Hills Decatur, GA - 1,224,600.00 11,010,680.74 Woodland I (FL) Orlando, FL 3,450,174.93 461,948.64 4,070,817.98 Woodland Meadows Ann Arbor, MI 15,810,000.00 2,006,000.00 18,049,551.84 Woodlands (KY) Nashville, KY - 72,093.80 634,894.94 Woodlands I (Col) Columbus, OH 1,777,550.74 231,995.55 2,044,232.64 Woodlands I (PA) Pittsburgh, PA 1,028,617.63 163,191.69 1,437,896.61 Woodlands I (Str) Cleveland, OH 1,365,022.00 197,377.57 1,739,111.51 Woodlands II (Col) Columbus, OH 1,541,567.48 192,633.43 1,697,310.42 Woodlands II (PA) Pittsburgh, PA - 192,972.36 1,700,296.78 Woodlands II (Str) Cleveland, OH 1,570,710.23 183,996.01 1,621,205.38 Woodlands III (Col) Columbus, OH - 230,536.02 2,031,248.57 Woodlands of Brookfield Brookfield, WI (O) 1,484,600.00 13,961,080.72 Woodlands of Minnetonka Minnetonka, MN - 2,394,500.00 13,543,076.29 Woodleaf Campbell, CA 11,145,607.74 8,550,600.00 16,988,182.50 Woodmoor Austin, TX - 653,800.00 5,875,968.39 Woodridge (MN) Eagan, MN 7,635,799.17 1,602,300.00 10,449,579.23 Woodridge (CO) Aurora, CO (K) - 2,780,700.00 7,567,012.59 Woodridge II (CO) Aurora, CO - - 4,148,194.99 Woodridge III (CO) Aurora, CO - - 9,130,763.69 Woods of North Bend Raleigh, NC 14,960,000.00 1,039,500.00 9,305,318.81 Woodscape Raleigh, NC - 957,300.00 8,607,939.89 Woodside Lorton, VA - 1,326,000.00 12,510,902.78 Woodtrail Atlanta, GA - 250,894.94 2,210,657.86 Woodvalley Anniston, AL 1,400,411.67 190,188.16 1,675,764.93 Wycliffe Court Nashville, TN 1,125,583.63 166,544.62 1,467,724.60 Wynbrook Atlanta, GA - 2,546,500.00 11,009,665.73 Wyndridge 2 Memphis, TN 14,135,000.00 1,488,000.00 13,749,636.08 Wyndridge 3 Memphis, TN 10,855,000.00 1,502,500.00 13,531,740.55 Yarmouth Woods Yarmouth, ME - 692,800.00 6,096,155.42 Yorktowne at Olde Mill Millersville, MD - 216,000.00 4,224,762.49 Management Business Chicago, IL - 101,000.00 306,303.68 Operating Partnership Chicago, IL - - 407,414.24 ------------------- ------------------- ------------------- TOTAL INVESTMENT IN REAL ESTATE $ 2,655,506,178.98 $ 1,770,019,022.40 $ 10,305,237,296.88 =================== =================== =================== REAL ESTATE HELD FOR DISPOSITION Concorde Bridge Overland Park, KS - 1,974,800.00 17,776,437.73 Meadowood II (IN) Indianpolis, IN $ - $ 122,625.56 $ 1,080,560.83 Springs of Country Woods Salt Lake City, UT - 3,547,400.00 31,906,637.30 ------------------- ------------------- ------------------- TOTAL REAL ESTATE HELD FOR DISPOSITION $ - $ 5,644,825.56 $ 50,763,635.86 =================== =================== =================== TOTAL REAL ESTATE $ 2,655,506,178.98 $ 1,775,663,847.96 $ 10,356,000,932.74 =================== =================== ===================
Cost Capitalized Subsequent to Gross Amount Carried Acquisition at Close of Description (Improvements, net) (H) Period 12/31/00 ------------------------------------------------------------------------------------------------------------------------------------ Building & Building & Apartment Name Location Land Fixtures Land Fixtures (A) ------------------------------------------------------------------------------------------------------------------------------------ Winterwood Charlotte, NC - 1,938,990.78 1,722,000.00 17,440,132.38 Winthrop Court (KY) Lexington, KY - 49,564.47 184,709.36 1,676,755.27 Winthrop Court II (OH) Columbus, OH - 20,606.94 102,381.09 917,183.00 Wood Creek (CA) Pleasant Hill, CA - 413,703.46 9,729,900.00 23,423,471.85 Wood Crest Villa Westland, MI - 1,350,963.80 933,822.17 9,843,066.59 Wood Forest Daytona Beach, FL - 54,393.75 1,008,000.00 5,004,604.04 Wood Lane Place Woodbury, MN - 1,137,484.85 2,009,146.73 19,227,982.96 Woodbine (Cuy) Akron, OH - 11,678.44 185,868.12 1,649,379.12 Woodbine (Por) Hungtington, OH - 35,894.81 78,097.85 724,021.95 Woodbridge Cary, NC - 159,936.64 737,400.00 7,012,806.49 Woodbridge (CT) Newington, CT - 6,655.45 498,376.96 3,341,947.43 Woodbridge II Cary, NC - 518,247.16 1,244,600.00 11,545,611.26 Woodcliff I Atlanta, GA - 35,111.07 276,659.02 2,472,778.49 Woodcliff II Atlanta, GA - 18,621.28 266,449.39 2,366,390.75 Woodcreek Beaverton, OR - 2,270,197.25 1,755,800.00 18,086,652.12 Woodcrest I Macon, GA - 10,289.02 115,738.70 1,038,642.04 Woodlake (WA) Kirkland, WA - 560,739.48 6,631,400.00 17,296,223.88 Woodland Hills Decatur, GA - 779,442.37 1,224,600.00 11,790,123.11 Woodland I (FL) Orlando, FL - 124,091.47 461,948.64 4,194,909.45 Woodland Meadows Ann Arbor, MI - 598,701.95 2,006,000.00 18,648,253.79 Woodlands (KY) Nashville, KY - 46,639.68 72,093.80 681,534.62 Woodlands I (Col) Columbus, OH - 53,381.60 231,995.55 2,097,614.24 Woodlands I (PA) Pittsburgh, PA - 26,790.58 163,191.69 1,464,687.19 Woodlands I (Str) Cleveland, OH - 95,755.09 197,377.57 1,834,866.60 Woodlands II (Col) Columbus, OH - 65,459.28 192,633.43 1,762,769.70 Woodlands II (PA) Pittsburgh, PA - 30,993.05 192,972.36 1,731,289.83 Woodlands II (Str) Cleveland, OH - 93,517.16 183,996.01 1,714,722.54 Woodlands III (Col) Columbus, OH - 69,146.77 230,536.02 2,100,395.34 Woodlands of Brookfield Brookfield, WI - 298,834.18 1,484,600.00 14,259,914.90 Woodlands of Minnetonka Minnetonka, MN - 563,206.85 2,394,500.00 14,106,283.14 Woodleaf Campbell, CA - 177,063.12 8,550,600.00 17,165,245.62 Woodmoor Austin, TX - 1,439,186.16 653,800.00 7,315,154.55 Woodridge (MN) Eagan, MN - 538,430.49 1,602,300.00 10,988,009.72 Woodridge (CO) Aurora, CO (K) - 366,402.09 2,780,700.00 7,933,414.68 Woodridge II (CO) Aurora, CO - 191,333.36 - 4,339,528.35 Woodridge III (CO) Aurora, CO - 421,664.93 - 9,552,428.62 Woods of North Bend Raleigh, NC - 1,281,910.67 1,039,500.00 10,587,229.48 Woodscape Raleigh, NC - 537,401.64 957,300.00 9,145,341.53 Woodside Lorton, VA - 609,140.79 1,326,000.00 13,120,043.57 Woodtrail Atlanta, GA - 38,353.15 250,894.94 2,249,011.01 Woodvalley Anniston, AL - 32,028.99 190,188.16 1,707,793.92 Wycliffe Court Nashville, TN - 51,516.86 166,544.62 1,519,241.46 Wynbrook Atlanta, GA - 317,054.65 2,546,500.00 11,326,720.38 Wyndridge 2 Memphis, TN - 679,265.32 1,488,000.00 14,428,901.40 Wyndridge 3 Memphis, TN - 474,036.51 1,502,500.00 14,005,777.06 Yarmouth Woods Yarmouth, ME - 290,218.44 692,800.00 6,386,373.86 Yorktowne at Olde Mill Millersville, MD - 2,155,533.27 216,000.00 6,380,295.76 Management Business Chicago, IL - 41,482,064.74 101,000.00 41,788,368.42 Operating Partnership Chicago, IL - - - 407,414.24 ------- ----------------- ------------------ ------------------- TOTAL INVESTMENT IN REAL ESTATE $ - $ 516,203,746.80 $1,770,019,022.40 $ 10,821,441,043.68 ======= ================= ================== =================== REAL ESTATE HELD FOR DISPOSITION Concorde Bridge Overland Park, KS - 775,488.84 1,974,800.00 18,551,926.57 Meadowood II (IN) Indianpolis, IN $ - $ 27,384.12 $ 122,625.56 $ 1,107,944.95 Springs of Country Woods Salt Lake City, UT - 1,277,651.63 3,547,400.00 33,184,288.93 ------- ----------------- ------------------ ------------------- TOTAL REAL ESTATE HELD FOR DISPOSITION $ - $ 2,080,524.59 $ 5,644,825.56 $ 52,844,160.45 ======= ================= ================== =================== TOTAL REAL ESTATE $ - $ 518,284,271.39 $ 1,775,663,847.96 $ 10,874,285,204.13 ======= ================= ================== ===================
Life Used to Description Compute --------------------------------------------------------------------------------------------------------------- Depreciation in Accumulated Date of Latest Income Apartment Name Location Total (B) Depreciation Construction Statement (C) ---------------------------------------------------------------------------------------------------------------------------------- Winterwood Charlotte, NC 19,162,132.38 (4,792,482.54) 1986 30 Years Winthrop Court (KY) Lexington, KY 1,861,464.63 (82,828.60) 1985 30 Years Winthrop Court II (OH) Columbus, OH 1,019,564.09 (43,451.93) 1986 30 Years Wood Creek (CA) Pleasant Hill, CA 33,153,371.85 (3,008,600.70) 1987 30 Years Wood Crest Villa Westland, MI 10,776,888.76 (1,466,932.62) 1970 30 Years Wood Forest Daytona Beach, FL 6,012,604.04 (429,455.13) 1985 30 Years Wood Lane Place Woodbury, MN 21,237,129.69 (2,155,081.80) 1989 30 Years Woodbine (Cuy) Akron, OH 1,835,247.24 (75,247.95) 1982 30 Years Woodbine (Por) Hungtington, OH 802,119.80 (38,035.59) 1981 30 Years Woodbridge Cary, NC 7,750,206.49 (1,336,232.68) 1993-95 30 Years Woodbridge (CT) Newington, CT 3,840,324.39 (20,557.00) 1968 30 Years Woodbridge II Cary, NC 12,790,211.26 (2,080,636.64) 1993-95 30 Years Woodcliff I Atlanta, GA 2,749,437.51 (113,791.56) 1984 30 Years Woodcliff II Atlanta, GA 2,632,840.14 (107,816.71) 1986 30 Years Woodcreek Beaverton, OR 19,842,452.12 (4,918,858.02) 1982-84 30 Years Woodcrest I Macon, GA 1,154,380.74 (50,577.81) 1984 30 Years Woodlake (WA) Kirkland, WA 23,927,623.88 (1,612,444.37) 1984 30 Years Woodland Hills Decatur, GA 13,014,723.11 (2,191,686.13) 1985 30 Years Woodland I (FL) Orlando, FL 4,656,858.09 (201,518.78) 1984/85 30 Years Woodland Meadows Ann Arbor, MI 20,654,253.79 (2,253,342.22) 1987-1989 30 Years Woodlands (KY) Nashville, KY 753,628.42 (37,496.47) 1983 30 Years Woodlands I (Col) Columbus, OH 2,329,609.79 (100,744.66) 1983 30 Years Woodlands I (PA) Pittsburgh, PA 1,627,878.88 (67,428.02) 1983 30 Years Woodlands I (Str) Cleveland, OH 2,032,244.17 (84,876.17) 1984 30 Years Woodlands II (Col) Columbus, OH 1,955,403.13 (83,099.73) 1984 30 Years Woodlands II (PA) Pittsburgh, PA 1,924,262.19 (80,261.02) 1987 30 Years Woodlands II (Str) Cleveland, OH 1,898,718.55 (79,658.79) 1985 30 Years Woodlands III (Col) Columbus, OH 2,330,931.36 (99,298.61) 1987 30 Years Woodlands of Brookfield Brookfield, WI 15,744,514.90 (1,380,389.33) 1990 30 Years Woodlands of Minnetonka Minnetonka, MN 16,500,783.14 (1,656,481.63) 1988 30 Years Woodleaf Campbell, CA 25,715,845.62 (1,532,620.59) 1984 30 Years Woodmoor Austin, TX 7,968,954.55 (2,122,256.00) 1981 30 Years Woodridge (MN) Eagan, MN 12,590,309.72 (1,087,032.28) 1986 30 Years Woodridge (CO) Aurora, CO (K) 10,714,114.68 (1,712,374.54) 1980-82 30 Years Woodridge II (CO) Aurora, CO 4,339,528.35 (137,444.03) 1980-82 30 Years Woodridge III (CO) Aurora, CO 9,552,428.62 (302,642.31) 1980-82 30 Years Woods of North Bend Raleigh, NC 11,626,729.48 (2,460,393.64) 1983 30 Years Woodscape Raleigh, NC 10,102,641.53 (1,490,022.97) 1979 30 Years Woodside Lorton, VA 14,446,043.57 (3,058,653.82) 1987 30 Years Woodtrail Atlanta, GA 2,499,905.95 (103,700.51) 1984 30 Years Woodvalley Anniston, AL 1,897,982.08 (81,239.25) 1986 30 Years Wycliffe Court Nashville, TN 1,685,786.08 (71,458.73) 1985 30 Years Wynbrook Atlanta, GA 13,873,220.38 (1,142,624.90) 1972/1976 30 Years Wyndridge 2 Memphis, TN 15,916,901.40 (2,054,320.64) 1988 30 Years Wyndridge 3 Memphis, TN 15,508,277.06 (1,992,425.77) 1988 30 Years Yarmouth Woods Yarmouth, ME 7,079,173.86 (709,951.79) 1971/1978 30 Years Yorktowne at Olde Mill Millersville, MD 6,596,295.76 (4,868,753.99) 1974 30 Years Management Business Chicago, IL 41,889,368.42 (25,891,646.04) (G) Operating Partnership Chicago, IL 407,414.24 98.17 (Z) ------------------- ------------------- TOTAL INVESTMENT IN REAL ESTATE $12,591,460,066.08 $(1,352,236,321.25) =================== =================== REAL ESTATE HELD FOR DISPOSITION Concorde Bridge Overland Park, KS 20,526,726.57 (2,264,631.26) 1973 30 Years Meadowood II (IN) Indianpolis, IN $ 1,230,570.51 $ (54,999.38) 1986 30 Years Springs of Country Woods Salt Lake City, UT 36,731,688.93 (4,532,506.20) 1982 30 Years ------------------- ------------------- TOTAL REAL ESTATE HELD FOR DISPOSITION $ 58,488,986.01 $ (6,852,136.84) =================== =================== TOTAL REAL ESTATE $ 12,649,949,052.09 $ (1,359,088,458.09) =================== ===================
S-13 NOTES: (A) The balance of furniture & fixtures included in the total investment in * Four Lakes was constructed in phases between real estate amount was $443,340,693.07 as of December 31, 2000. The balance 1968 & 1988. of furniture & fixtures included in the total real estate held for disposition amount was $2,105,068.07 as of December 31, 2000. (B) The aggregate cost for Federal Income Tax purposes as of December 31, 2000 (#) The Lodge-Texas was struck by a tornado that was approximately $9.2 billion. destroyed most of the property. The property was reconstructed during 1989 & 1990. (C) The life to compute depreciation for furniture & fixtures is 5 years. (D) These two properties are encumbered by $14,159,510.21 in bonds. (x) Pines of Springdale was constructed in phases between 1985 & 1987. (E) These 17 properties are encumbered by $136,000,000 in bonds. (F) This property is encumbered by $14,917,663.55 in bonds. (G) This asset consists of various acquisition dates and largely represents furniture, fixtures and equipment owned by the Management Business. (H) Improvements are net of write-off of fully depreciated assets which are no longer in service. (I) Formerly known as Post Place (J) Formerly known as The Vinings at Coral Springs (K) Formerly known as The Plantations (NC) (L) These three properties are pledged as additional collateral in connection with the tax-exempt bond refinancing of $177,570,000. (M) These 18 properties are encumbered by $131,470,905.73 in bonds. (N) These 5 properties are encumbered by a $47,969,225.58 note payable. (O) These 5 properties are encumbered by $50,000,000 of mortgage debt. (P) The development of these properties is currently on hold. (Q) These ten properties are encumbered by $177,570,000 in bonds. (R) Formely known as Ft. Lauderdale properties which includes Port Royale I, Port Royale II and Port Royale III. Port Royale III is encumbered by a third party mortgage. (S) These five properties are pledged as additional collateral in connection with a tax-exempt bond refinancing. (T) This property is vacant land. (U) A portion of this property is commercial office space. (V) Mortgage debt includes $1,695,000, which is cross-collateralized by these 14 other properties. (W) Formerly known as Lincoln Green I & II. (X) Formerly known as Lincoln at Defoors. (Y) Formerly known as Habitat (Z) This asset consists of various acquisition dates and largely represents furniture, fixtures and equipment owned by the Operating Partnership.
Note 1: Mortgage debt includes $1,322,272.17 collateralized by a warehouse owned by the Company's Globe subsidiary. S-14 EQUITY RESIDENTIAL PROPERTIES TRUST SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION (AMOUNTS IN THOUSANDS) The changes in total real estate for the years ended December 31, 2000, 1999 and 1998 are as follows:
2000 1999 1998 --------------------- --------------------- -------------------- Balance, beginning of year $ 12,257,344 $ 10,986,261 $ 7,121,435 Acquisitions 1,273,758 1,448,582 3,927,768 Improvements 142,829 141,935 102,020 Write-off of fully depreciated assets which are no longer in service - - (25) Dispositions and other (1,023,982) (319,434) (164,937) --------------------- --------------------- -------------------- Balance, end of year $ 12,649,949 $ 12,257,344 $ 10,986,261 ===================== ===================== ====================
The changes in accumulated depreciation for the years ended December 31, 2000, 1999, and 1998 are as follows:
2000 1999 1998 --------------------- --------------------- -------------------- Balance, beginning of year $ 1,076,001 $ 732,803 $ 444,762 Depreciation 441,599 406,906 301,869 Write-off of fully depreciated assets which are no longer in service - - (25) Dispositions and other (158,511) (63,708) (13,803) --------------------- --------------------- -------------------- Balance, end of year $ 1,359,089 $ 1,076,001 $ 732,803 ===================== ===================== ====================
S-15