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InvenTrust Properties Corp. — Prospectus 2009
Apr 1, 2009
31599_prs_2009-04-01_92f240c6-d0c2-44cd-86f8-e4efa61ce415.zip
Prospectus
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424B3 1 supp5.htm html PUBLIC "-//IETF//DTD HTML//EN" Filed pursuant to 424(b)(3)
Filed pursuant to 424(b)(3) Registration No. 333-139504
SUPPLEMENT NO. 5 DATED APRIL 1, 2009 TO THE PROSPECTUS DATED JANUARY 7, 2009 OF INLAND AMERICAN REAL ESTATE TRUST, INC.
This Supplement No. 5 supplements our prospectus dated January 7, 2009, as previously supplemented by Supplement No. 1 dated January 7, 2009, Supplement No. 2 dated January 23, 2009, Supplement No. 3 dated January 29, 2009 and Supplement No. 4 dated February 27, 2009. You should read this Supplement No. 5 together with our prospectus dated January 7, 2009, as supplemented to date. Unless otherwise defined in this Supplement No. 5, capitalized terms used in this Supplement No. 5 have the same meanings as set forth in the prospectus.
Status of the Offering
On March 27, 2009, we decided to terminate the offering effective with the close of business on April 6, 2009. We will not accept any subscriptions after 5:00 p.m. central time on Monday, April 6, 2009. All documents and funds must be received in good order by that date and time at our corporate headquarters at 2901 Butterfield Road, Oak Brook, Illinois 60523.
Managements Discussion and Analysis of Financial Condition and Results of Operations
We electronically file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports with the Securities and Exchange Commission (SEC). The public may read and copy any of the reports that are filed with the SEC at the SECs Public Reference Room at 100 F Street, NE, Washington, DC 20549-3628. The public may obtain information on the operation of the Public Reference room by calling the SEC at (800)-SEC-0330. The SEC maintains an Internet site at (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically.
Certain statements in this Managements Discussion and Analysis of Financial Condition and Results of Operations constitute forward-looking statements within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical, including statements regarding managements intentions, beliefs, expectations, representations, plans or predictions of the future and are typically identified by words such as believe, expect, anticipate, intend, estimate, may, will, should and could. The Company intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. See Risk Factors for a discussion of the numerous risks and uncertainties that could cause our actual results to be materially different from those set forth in the forward-looking statements.
The following discussion and analysis relates to the years ended December 31, 2008, 2007 and 2006 and as of December 31, 2008 and 2007. You should read the following discussion and analysis along with our Consolidated Financial Statements and the related notes included in this report. Dollar amounts are in thousands, except per share amounts.
Overview
We seek to invest in real estate assets that we believe will produce attractive current yields and long-term risk-adjusted returns to our stockholders and to generate sustainable and predictable cash flow from our operations to distribute to our stockholders. To achieve these objectives, we selectively acquire, develop and actively manage investments in commercial real estate. Our property managers for our non-lodging properties actively seek to lease and release space at favorable rates, controlling expenses, and maintaining strong tenant relationships. We oversee the management of our lodging facilities through active engagement with our third party managers and franchisors. We intend to create additional value through redeveloping and repositioning some of our properties in the future.
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On a consolidated basis, essentially all of our revenues and operating cash flows this year were generated by collecting rental payments from our tenants, room revenues from lodging properties, interest income on cash investments, and dividend and sale income earned from investments in marketable securities. Our largest cash expense relates to the operation of our properties as well as the interest expense on our mortgages and notes payable. Our property operating expenses include, but are not limited to, real estate taxes, regular maintenance, utilities, insurance, landscaping, snow removal and periodic renovations to meet tenant needs.
In evaluating our financial condition and operating performance, management focuses on the following financial and non-financial indicators, discussed in further detail herein:
·
Funds from Operations (FFO), a supplemental measure to net income determined in accordance with U.S. generally accepted accounting principles (GAAP).
·
Economic occupancy (or occupancy - defined as actual rental revenues recognized for the period indicated as a percentage of gross potential rental revenues for that period), lease percentage (the percentage of available net rentable area leased for our commercial segments and percentage of apartment units leased for our residential segment) and rental rates.
·
Leasing activity - new leases, renewals and expirations.
·
Average daily room rate, revenue per available room, and average occupancy to measure our lodging properties.
Results of Operations
General
Consolidated Results of Operations
This section describes and compares our results of operations for the years ended December 31, 2008, 2007 and 2006. We generate most of our net operating income from property operations. In order to evaluate our overall portfolio, management analyzes the operating performance of all properties from period to period and properties we have owned and operated for the same period during each year. A total of 93 and 38 of our investment properties satisfied the criteria of being owned for the entire years ended December 31, 2008 and 2007 and December 31, 2007 and 2006, respectively, and are referred to herein as same store properties. These properties comprise approximately 14.8 and 3.7 million square feet, respectively. The same store properties represent approximately 40% and 10% of the square footage of our portfolio at December 31, 2008 and December 31, 2007, respectively. None of our lodging properties satisfied the criteria of being owned for the entire years ended December 31, 2008 and 2007 or December 31, 2007 and 2006. This analysis allows management to monitor the operations of our existing properties for comparable periods to measure the performance of our current portfolio. Additionally, we are able to determine the effects of our new acquisitions on net income. Unless otherwise noted, all dollar amounts are stated in thousands (except per share amounts, revenue per available room and average daily rate).
Comparison of the years ended December 31, 2008 and December 31, 2007
Net income decreased from $55,922 or $.14 per share for the year ended December 31, 2007 to $(365,178) or $(.54) per share for the year ended December 31, 2008. The primary reason for the decrease was $262,105 taken as realized loss and impairments on investment securities and $61,993 of impairments on investments in unconsolidated entities for the year ended December 31, 2008, which decreased net income per share by $.48, as compared to 2007, where $2,466 was recorded as net realized loss and impairments on investment securities, and $10,084 was recorded as impairments on investments in unconsolidated entities, decreasing net income per share by $.03. A detailed discussion of our impairments is included under Realized Gain (Loss) on Securities and Impairment of Investment in Unconsolidated Entities.
| December 31, 2008 | December 31, 2007 | |
|---|---|---|
| Net income (loss) | $ (365,178) | $ 55,922 |
| Net income (loss) per share | (.54) | .14 |
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Rental Income, Tenant Recovery Income, Lodging Income and Other Property Income. Rental income consists of basic monthly rent, straight-line rent adjustments, amortization of acquired above and below market leases, fee income, and percentage rental income recorded pursuant to tenant leases. Tenant recovery income consists of reimbursements for real estate taxes, common area maintenance costs, management fees, and insurance costs. Lodging income consists of room revenues, food and beverage revenues, telephone revenues and miscellaneous revenues. Other property income consists of lease termination fees and other miscellaneous property income. Total property revenues were $1,050,738 and $478,736 for the years ended December 31, 2008 and 2007, respectively.
Except for our lodging properties, the majority of the revenue from the properties consists of rents received under long-term operating leases. Some leases provide for the payment of fixed base rent paid monthly in advance, and for the reimbursement by tenants of the tenants pro rata share of certain operating expenses including real estate taxes, special assessments, insurance, utilities, common area maintenance, management fees, and certain building repairs paid by the landlord and recoverable under the terms of the lease. Under these leases, we pay all expenses and are reimbursed by the tenant for the tenants pro rata share of recoverable expenses. Certain other tenants are subject to net leases which require the tenant to be responsible for fixed base rent as well as all costs and expenses associated with occupancy. Under net leases, where all expenses are paid directly by the tenant, expenses are not included in the consolidated statements of operations. Under leases where all expenses are paid by us, subject to reimbursement by the tenant, the expenses are included within property operating expenses, and reimbursements are included in tenant recovery income on the consolidated statements of operations.
Our lodging properties generate revenue through sales of rooms and associated food and beverage services. We measure our financial performance by revenue generated per available room known as RevPAR, which is an operational measure commonly used in the hotel industry to evaluate hotel performance. RevPAR represents the product of the average daily room rate charged and the average daily occupancy achieved but excludes other revenue generated by a hotel property, such as food and beverage, parking, telephone and other guest service revenues.
Below is a summary of sources of revenue for years ended December 31, 2008 and 2007. Fluctuations are explained below.
| Property rentals | $ 398,417 | $ 267,816 | $ 130,601 |
|---|---|---|---|
| Straight-line rents | 17,457 | 12,765 | 4,692 |
| Amortization of acquired above and below market leases, net | 2,408 | 155 | 2,253 |
| Total rental income | $ 418,282 | $ 280,736 | $ 137,546 |
| Tenant recoveries | 70,607 | 55,192 | 15,415 |
| Other income | 30,265 | 16,416 | 13,849 |
| Lodging operating income | 531,584 | 126,392 | 405,192 |
| Total property revenues | $ 1,050,738 | $ 478,736 | $ 572,002 |
Total property revenues increased $572,002 for the year ended December 31, 2008 over the same period of the prior year. The increase in property revenues in 2008 was due primarily to acquisitions of 187 properties, including lodging facilities, since December 31, 2007.
Property Operating Expenses and Real Estate Taxes . Property operating expenses for properties other than lodging properties consist of property management fees paid to property managers including affiliates of our sponsor and operating expenses, including costs of owning and maintaining investment properties, real estate taxes, insurance, utilities, maintenance to the exterior of the buildings and the parking lots. Total expenses were $469,695 for the year ended December 31, 2008 and $174,755 for the year ended December 31, 2007, respectively. Lodging operating expenses include the room, food and beverage, payroll, utilities, any fees paid to our third party operators, insurance, marketing, and other expenses required to maintain and operate our lodging facilities.
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| Property operating expenses | $ 84,614 | $ 59,678 | $ 24,936 |
|---|---|---|---|
| Lodging operating expenses | 313,939 | 75,412 | 238,527 |
| Real estate taxes | 71,142 | 39,665 | 31,477 |
| Total property expenses | $ 469,695 | $ 174,755 | $ 294,940 |
Total property operating expenses increased $294,940 for the year ended December 31, 2008 compared to the year ended December 31, 2007 due to the effect of properties acquired after December 31, 2007, primarily lodging facilities. The RLJ acquisition, as well as a full years results of the lodging acquisitions from 2007, contributed to a significant increase in lodging expenses in 2008.
Other Operating Income and Expenses
Other operating expenses are summarized as follows:
| Depreciation and amortization | $ 320,792 | $ 174,163 | $ 146,629 |
|---|---|---|---|
| Interest expense | 231,822 | 108,060 | 123,762 |
| General and administrative (1) | 34,087 | 19,466 | 14,621 |
| Year ended December 31, 2008 | Year ended December 31, 2007 | 2008 increase (decrease) from 2007 | |
| Business manager fee | 18,500 | 9,000 | 9,500 |
| $ 605,201 | $ 310,689 | $ 294,512 |
(1) Includes expenses paid to affiliates of our sponsor as described below.
Depreciation and amortization. The $146,629 increase in depreciation and amortization expense for the year ended December 31, 2008 relative to the year ended December 31, 2007 was due substantially to the impact of the properties acquired during 2007 and 2008.
Interest expense. The $123,762 increase in interest expense for the year ended December 31, 2008 as compared to the year ended December 31, 2007 was primarily due to mortgage debt financings during 2008 which increased to $4,405,559 from $2,959,480. Our average interest rate on outstanding debt is 4.97% and 5.66% as of December 31, 2008 and 2007, respectively.
A summary of interest expense for the years ended December 31, 2008 and 2007 appears below:
| Debt Type | |||
| Margin and other interest expense | $ 23,482 | $ 15,933 | $ 7,549 |
| Mortgages | 208,340 | 92,127 | 116,213 |
| Total | $ 231,822 | $ 108,060 | $ 123,762 |
General and Administrative Expenses . General and administrative expenses consist of investment advisor fees, miscellaneous deal costs, professional services, salaries and computerized information services costs reimbursed to affiliates or related parties of the Business Manager for, among other things, maintaining our accounting and investor records, directors and officers insurance, postage, board of directors fees, printer costs and state tax based on property or net worth. Our expenses were $34,087 for the year ended December 31, 2008 and $19,466 for the year ended December 31, 2007, respectively.
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For 2009, SFAS 141 (R) requires that acquisition costs of all deals be expensed as incurred. Thus all costs related to finding, analyzing and negotiating a deal will be expensed as incurred as a general and administrative expense, whether or not the acquisition is completed. These expenses would include acquisition fees paid to our Business Manager for any future company acquisitions. Depending on the 2009 acquisition volume and complexity, these expenses could have a material impact on our results of operations and funds from operations.
Business Manager Fee. After our stockholders have received a non-cumulative, non-compounded return of 5% per annum on their invested capital, we pay our Business Manager an annual business management fee of up to 1% of the average invested assets, payable quarterly in an amount equal to 0.25% of the average invested assets as of the last day of the immediately preceding quarter. For the year ended December 31, 2008, we paid our Business Manager $18,500 for the business manager fee and an investment advisory fee of approximately $2,162, which is less than the full 1% fee that the Business Manager could be paid. The investment advisor fee is included in general and administrative expenses. The Business Manager has waived any further fees that may have been permitted under the agreement for the years ended December 31, 2008 and 2007, respectively. Once we have satisfied the minimum return on invested capital described above, the amount of the actual fee paid to the Business Manager is determined by the Business Manager up to the amount permitted by the agreement. There is no assurance that our Business Manager will continue to forego or defer all or a portion of its business management fee during the periods that we are raising capital.
Interest and Dividend Income and Realized Gain (Loss) on Securities. Interest income consists of interest earned on short term investments and notes receivable. Dividends are earned from investments in our portfolio of marketable securities. We invest in marketable securities issued by other REIT entities, including those we may have an interest in acquiring, where we believe the yields and returns will exceed those of other short-term investments. These investments have historically generated both current dividend income and gains on sale, offset by impairments on securities where we believe the decline in stock price are other than temporary. Our interest and dividend income was $81,274 and $84,288 for the years ended December 31, 2008 and 2007, respectively. We realized a net loss on securities and other than temporary impairments of $262,105 and $2,466 for the years ended December 31, 2008 and 2007. For the years ended December 31, 2008 and 2007, we realized impairment losses of $246,164 and $21,746, respectively, on our portfolio of securities.
| Interest Income | $ 50,331 | $ 61,546 |
|---|---|---|
| Dividend Income | 30,943 | 22,742 |
| Total | $ 81,274 | $ 84,288 |
| Realized gain (loss) on investment securities | $ (15,941) | $ 19,280 |
| Other than temporary impairments | (246,164) | (21,746) |
| Total | $ (262,105) | $ (2,466) |
Interest income was $50,331 and $61,546 for the years ended December 31, 2008 and 2007, respectively. Interest income is earned on our cash balances and notes receivable. Our average cash balance in 2008 was $884,671 and our average interest rate earned on cash investments was 2.2% for the year ended December 31, 2008.
As of December 31, 2008, our cash balance of $945,225 had an approximate yield of 2.2%, which was less than the 6.2% distribution rate in effect for 2008 based on a $10 stock price and our average interest rate cost of 4.97%.
During February 2009, we transferred all our cash into non-interest bearing accounts to qualify for FDIC insurance for cash balances greater than $250. The current turmoil in the banking sector has caused concern for even the most highly rated banking institutions. Our primary objective is to preserve our principal and we intend on holding these balances in federally insured accounts in the near term or until we believe the banking sector has stabilized. During 2008, we earned approximately $18,200 on our cash balances. We currently expect not to earn a significant return on our cash balances for 2009.
Our notes receivable balance of $480,774 as of December 31, 2008 consisted of installment notes from unrelated parties that mature on various dates through May 2012. The notes are secured by mortgages on land, shopping centers and
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lodging facilities. Interest only is due each month at rates ranging from 3.26% to 10.09% per annum. For the years ended December 31, 2008 and 2007, we recorded interest income from notes receivable of $27,614 and $18,423, respectively.
Dividend income increased by $8,201 for the year ended December 31, 2008 compared to the year ended December 31, 2007 as a result of an increase in the amount we invested in marketable securities, offset by the reduced dividend payout rates. Our investments continue to generate dividends, however some REITs we have invested in have reduced their payout rates and we could continue to see further reductions in the future. Certain REITs we have invested in have also stated that they will pay a portion of their dividends in stock instead of cash. We will not recognize income for stock dividends and will instead reduce the average cost per share of our investment. The following analysis outlines our yield earned on our portfolio of securities.
| December 31, 2008 | December 31, 2007 | |
|---|---|---|
| Dividend income | 30,943 | 22,742 |
| Margin interest expense | (3,776) | (5,479) |
| Investment advisor fee | (2,162) | (2,120) |
| 25,005 | 15,143 | |
| Average investment in marketable securities (1) | 449,415 | 279,224 |
| Average margin payable balance | (115,557) | (89,456) |
| Net investment | 333,858 | 189,768 |
| Leveraged yield (annualized) | 7.5% | 8.0% |
(1)
The average investment in marketable securities represents our original cost basis of these securities. Unrealized gains and losses, including impairments, are not reflected.
Our realized loss and impairment on securities, net increased by $259,639 for the year ended December 31, 2008 compared to the year ended December 31, 2007 primarily because we recognized significant other-than-temporary impairments during the year ended December 31, 2008. Other-than-temporary impairments were $246,164 for the year ended December 31, 2008 compared to $21,746 for the year ended December 31, 2007. Our securities and the overall REIT market experienced significant declines in 2008, including material declines in the fourth quarter of 2008. The challenges facing the general economy and the real estate market have made projections of the recovery of our securities in the near term uncertain. As a result, we recognized other than temporary impairments as non-cash charges. We do not believe our investments on these securities will recover until the general economy and real estate market have stabilized and demonstrated indicators of growth. We believe we have the ability to continue holding our portfolio including impaired securities. Depending on market conditions, we may be required to further reduce the carrying value of our portfolio in future periods. A discussion of our other than temporary impairment policy is included below in the discussion of our Critical Accounting Policies and Estimates.
Minority Interest. The minority interest represents the interests of the third parties in Minto Builders (Florida), Inc. (MB REIT) and consolidated joint ventures managed by third parties.
Equity in Earnings of Unconsolidated Entities. In 2008, we have equity in losses of unconsolidated entities of $46.1 million. This is a decrease of $50.6 million from last years equity in earnings of unconsolidated entities of $4.5 million as of December 31, 2007, which is mainly due to impairments recorded by one of our joint ventures in the amount of $50 million (the Companys share was $44.8 million).
Impairment of Investment in Unconsolidated Entities. For the year ended December 31, 2008, we recorded a $51.4 million loss on our investment in Feldman Mall Properties, Inc. The underlying activities of Feldman have continued to report losses and cash-flow deficits that will impact Feldmans ability to meet its obligations. In addition, the retail market and its impact to the mall sector significantly deteriorated in the fourth quarter of 2008 and a recovery is not likely in the near term. Based on the combination of these factors, we have concluded that our investment in Feldman has experienced a decline that we believe is other-than-temporary. Accordingly, we have recorded an impairment charge of $46.8 million in the fourth quarter of 2008 and a total of $51.4 million for the year ended December 31, 2008. Such impairment charge reduces the carrying value of our investment in Feldman to $0 as of December 31, 2008.
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The projected leasing for one of our development joint ventures did not met our initial expectations and it is difficult to project when significant leasing will be achieved for the project. Based on these factors, we have concluded that our investment has experienced a decline that we believe is other than temporary. Accordingly, we have recorded an impairment charge of $10.6 million for the year ended December 31, 2008.
Other Income and Expense. Under the Statement of Financial Accounting Standards No. 150 Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity and the Statement of Financial Accounting Standards No. 133 Accounting for Derivative Financial Instruments and Hedging Activities, the put/call arrangements we entered into in connection with the Minto Builders (Florida), Inc. (MB REIT) transaction discussed below are considered derivative instruments. The asset and liabilities associated with these puts and calls are marked to market every quarter with changes in the value recorded as other income and expense in the consolidated statement of operations.
The value associated with the put/call arrangements was a liability of $3,000 and $2,349 as of December 31, 2008 and December 31, 2007, respectively. Other expense of $651 and $2,065 was recognized for the year ended December 31, 2008 and 2007, respectively. The liability associated with the put/call arrangements increased from December 31, 2007 to December 31, 2008 due to the life of the put/call being reduced and decrease in interest rates.
Segment Reporting
An analysis of results of operations by segment is below. The tables contained throughout summarize certain key operating performance measures for the years ended December 31, 2008 and 2007.
Retail Segment
| As of December 31, | ||
| 2008 | 2007 | |
| Retail Properties | ||
| Physical occupancy | 94% | 95% |
| Economic occupancy | 95% | 96% |
| Base rent per square foot | $ 16.41 | $ 16.04 |
| Gross investment in properties | $ 2,978,232 | $ 2,570,067 |
Occupancy of our retail properties remained consistent between 2008 and 2007. We continued to generate a positive return on our investment in these properties. Our retail business is not highly dependent on specific retailers or specific retail industries which we believe shields the portfolio from significant revenue variances over time. The increase in our base rent per square foot from $16.04 to $16.41 was primarily a result of acquisitions during fourth quarter 2007 and 2008. These rates are as of the end of the period and do not represent the average rate during the years ended December 31, 2008 and 2007.
Our retail business is centered on multi-tenant properties with fewer than 120,000 square feet of total space, located in stable communities, primarily in the southwest and southeast regions of the country. Adding to this core investment profile is a select number of traditional mall properties and single-tenant properties. Among the single-tenant properties, the largest holdings are comprised of investments in bank branches operated by, SunTrust Bank and Citizens Bank, where the tenant-occupant pays rent with contractual increases over time, and bears virtually all expenses associated with operating the facility.
Our tenants largely consist of basic-need retailers such as grocery, pharmacy, moderate-fashion shoes and clothing, and services. We have only limited exposure to retail categories such as books/music/video, big-box electronics, fast-food restaurants, new-concept, and other goods-providers. This latter category, we believe, is being impacted the greatest by the Internet and existing economic conditions.
During the year ended December 31, 2008, our retail portfolio had a limited number of tenant issues related to retailer bankruptcy. As of December 31, 2008, our retail portfolio contained only three retailers, renting approximately 102,172 square feet, that had filed for bankruptcy protection. All associated stores in our portfolio continued paying as-agreed rent. Subsequent to December 31, 2008, four additional retailers sought bankruptcy protection; these retailers encompass
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approximately 96,900 square feet. We do not believe these bankruptcies will have a material adverse effect on our results of operations, financial condition and ability to pay distributions.
We have not experienced significant bankruptcies or receivable write-offs in our retail portfolio as a result of the overall decline in the economy or retail environment. However, we continue to actively monitor our retail tenants as a continued downturn in the economy could have negative impact on our tenants ability to pay rent or our ability to lease space.
Comparison of Years Ended December 31, 2008 and December 31, 2007
The table below represents operating information for the retail segment of 688 properties and for the same store retail segment consisting of 64 properties acquired prior to January 1, 2007. The properties in the same store portfolio were owned for the entire years ended December 31, 2008 and December 31, 2007, respectively.
| Total Retail Segment | Same Store Retail Segment | |||||
|---|---|---|---|---|---|---|
| Increase/ | Increase/ | |||||
| 2008 | 2007 | (Decrease) | 2008 | 2007 | (Decrease) | |
| Revenues: | ||||||
| Rental income | $ 206,591 | $ 121,428 | $ 85,163 | $ 78,710 | $ 77,283 | $ 1,427 |
| Tenant recovery incomes | 41,982 | 30,103 | 11,879 | 24,109 | 20,235 | 3,874 |
| Other property income | 4,751 | 3,128 | 1,623 | 2,007 | 2,717 | (710) |
| Total revenues | $ 253,324 | $ 154,659 | $ 98,665 | $ 104,826 | $ 100,235 | $ 4,591 |
| Expenses: | ||||||
| Total Retail Segment | Same Store Retail Segment | |||||
| Increase/ | Increase/ | |||||
| 2008 | 2007 | (Decrease) | 2008 | 2007 | (Decrease) | |
| Property operating expenses | $ 39,264 | $ 25,308 | $ 13,956 | $ 21,116 | $ 18,339 | $ 2,777 |
| Real estate taxes | 26,458 | 19,400 | 7,058 | 14,986 | 13,337 | 1,649 |
| Total operating expenses | $ 65,722 | $ 44,708 | $ 21,014 | $ 36,102 | $ 31,676 | $ 4,426 |
| Net property operations | 187,602 | 109,951 | 77,651 | 68,724 | 68,559 | 165 |
Retail properties real estate rental revenues increased from $154,659 for the year ended December 31, 2007 to $253,324 for the year ended December 31, 2008 mainly due to the acquisition of 143 retail properties since December 31, 2007. Retail property operating expenses also increased from $44,708 in 2007 to $65,722 in 2008 as a result of these acquisitions.
On a same store retail basis, property net operating income increased from $68,559 to $68,724 for a total increase of $165 or .2%. Same store retail property operating revenues for the years ended December 31, 2008 and 2007 were $104,826 and $100,235, respectively, resulting in an increase of $4,591 or 4.6%. The primary reason for the increase was a lower tenant recovery income in 2007 resulting from common area abatements. Same store retail property operating expenses for the years ended December 31, 2008 and 2007 were $36,102 and $31,676 respectively, resulting in an increase of $4,426 or 14%. The increase in property operating expense was primarily caused by an increase in common area maintenance costs, including utility costs (gas and electric), and bad debt expense.
Retail segment property rental revenues are greater than the office segment primarily due to more gross leasable square feet for the retail properties. The retail segment had below market leases in place at the time of acquisition as compared to office segment properties, which had above market leases in place at the time of acquisition. Tenant recoveries for our retail segment are greater than other segments because the retail tenant leases allow for a greater percentage of their operating expenses and real estate taxes to be recovered from the tenants. Other income for the retail segment is lower than the other segments due to lease termination fee income and miscellaneous income collected from tenants for the other segments, for example, $15 million was collected for termination at Faulkner an industrial property. Retail segment operating expenses are greater than the other non-lodging segments because the retail segment has higher common area maintenance costs and insurance costs.
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Lodging Segment
| December 31, 2008 | December 31, 2007 | |
|---|---|---|
| Lodging Properties | ||
| Revenue per available room | $ 89 | $ 79 |
| Average daily rate | $ 129 | $ 117 |
| Occupancy | 69% | 67% |
| Gross investment in properties | $ 2,703,097 | $ 1,570,465 |
The increases in revenue per available room, average daily rate and occupancy are primarily a result of property acquisitions during 2008.
Lodging facilities have characteristics different from those found in office, retail, industrial, and multi-family properties (also known as traditional asset classes). Revenue, operating expenses, and net income are directly tied to the hotel operation whereas traditional asset classes generate revenue from medium to long-term lease contracts. In this way, net operating income is somewhat more predictable among the properties in the traditional asset classes, though we believe that opportunities to increase revenue are, in many cases, limited because of the duration of the existing lease contracts. We believe lodging facilities have the benefit of capturing increased revenue opportunities on a monthly or weekly basis but are also subject to immediate decreases in revenue as a result of declines in daily rental rates. Due to seasonality, we expect our revenues to be greater during the second and third quarters with lower revenues in the first and fourth quarters.
Two practices are common in the lodging industry: association with national franchise organizations and professional management by specialized third-party managers. Our portfolio consists of assets aligned with what we believe are the top franchise enterprises in the lodging industry: Marriott, Hilton, Intercontinental, Hyatt, and Choice Hotels. By doing so, we believe our lodging operations benefit from enhanced advertising, marketing, and sales programs through a franchise arrangement while the franchisee (in this case us) pays only a fraction of the overall cost for these programs. We believe effective TV, radio, print, on-line, and other forms of advertisement are necessary to draw customers to our lodging facilities creating higher occupancy and rental rates, and increased revenue. Additionally, by using the franchise system we are also able to benefit from the frequent traveler rewards programs or point awards systems which we believe further bolsters occupancy and rental rates.
Our lodging facilities are generally classified in the middle to upper-middle lodging categories. All of our lodging facilities are managed by third-party managers with extensive experience and skill in hospitality operations. These third-party managers report to a dedicated, specialized group within our Business Manager that has, in our view, extensive expertise in lodging ownership and operation within a REIT environment. This group has daily interaction with all third-party managers, and closely monitors all aspects of our lodging interests. Additionally, this group also maintains close relationships with the franchisors to assure that each property maintains high levels of customer satisfaction, franchise conformity, and revenue-management.
During 2008, the hotel industry experienced declines in both occupancy levels and rental rates (better known as Average Daily Rate or ADR) due mainly to the current negative economic conditions. The downturn in performance affected all major segments of the travel industry (e.g. corporate travel, group travel, and leisure travel). The industry is expecting to see ongoing declines in Revenue per Available Room growth through most of 2009. For 2009, the industry is predicting Revenue per Available Room ranging from negative 8-15% compared to 2008, as a result of an overall slowdown in the economy, which may lead to less business and tourist travel and, accordingly, decreased demand for rooms. For 2009, we expect our revenue per available room will be consistent with the overall industry trends.
Our expectation is we will experience the largest declines in Rev/Par during the first half of 2009 with the first six months of 2009 could show declines greater than 10%. Our third party managers and asset management are focusing on reducing variable costs to reflect declines in revenues.
Comparison of Years Ended December 31, 2008 and December 31, 2007
The table below represents operating information for the lodging segment of 99 properties. A same store analysis is not presented for the lodging segment because no lodging property was owned for the entire twelve month period ended December 31, 2007 and December 31, 2008. However, we did own 44 properties for the last six months of 2007, which
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when compared to 2008, show a decline of $6,125 in net lodging operations for last six months of 2008 compared to the last six months of 2007. This decline resulted from an 8% decline in Rev/Par for the last six months of 2008 compared to 2007 for the 44 properties owned during that period.
| Increase/ | |||
| 2008 | 2007 | (Decrease) | |
| Revenues: | |||
| Lodging operating income | $ 531,584 | $ 126,392 | $ 405,192 |
| Total revenues | $ 531,584 | $ 126,392 | $ 405,192 |
| Expenses: | |||
| Lodging operating expenses to non- related parties | $ 313,939 | $ 75,412 | $ 238,527 |
| Real estate taxes | 23,949 | 5,216 | 18,733 |
| Total operating expenses | $ 337,888 | $ 80,628 | $ 257,260 |
| Net lodging operations | 193,696 | 45,764 | 147,932 |
Office Segment
| As of December 31, | ||
| 2008 | 2007 | |
| Office Properties | ||
| Physical occupancy | 97% | 98% |
| Economic occupancy | 97% | 98% |
| Base rent per square foot | $ 14.82 | $ 14.77 |
| Gross investment in properties | $ 1,551,123 | $ 1,344,954 |
Our investments in office properties largely represent assets leased and occupied to either a diverse group of tenants or to single tenants that fully occupy the space leased. Examples of the former include the IDS Center located in the central business district of Minneapolis, and Dulles Executive Plaza and Worldgate Plaza, both located in metropolitan Washington D.C. and catering to medium to high-technology companies. Examples of the latter include three buildings leased and occupied by AT&T and located in three distinct US office markets - Chicago, St. Louis, and Cleveland. In addition, our office portfolio includes properties leased on a net basis to AT&T, with the leased locations located in the east and southeast regions of the country.
During 2008, we continued to see positive trends in our portfolio including high occupancy and stable rental rates for newly acquired properties. For example, we believe in the Minneapolis, Minnesota and Dulles, Virginia office markets, where a majority of our multi-tenant office properties are located, our high occupancy rate is consistent with the strength of the market. The increase in our base rent per square foot from $14.77 to $14.82 was primarily a result of higher lease rates for new leases at new and existing properties. These rates are as of the end of the period and do not represent the average rate during the years ended December 31, 2008 and 2007.
Comparison of Years Ended December 31, 2008 and December 31, 2007
The table below represents operating information for the office segment of 36 properties and for the same store portfolio consisting of 13 properties acquired prior to January 1, 2007. The properties in the same store portfolio were owned for the years ended December 31, 2008 and December 31, 2007.
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| Total Office Segment | Same Store Office Segment | |||||
|---|---|---|---|---|---|---|
| Increase/ | Increase/ | |||||
| 2008 | 2007 | (Decrease) | 2008 | 2007 | (Decrease) | |
| Revenues: | ||||||
| Rental income | $ 109,410 | $ 98,764 | $ 10,646 | $ 85,071 | $ 84,531 | $ 540 |
| Tenant recovery incomes | 25,442 | 22,743 | 2,699 | 21,415 | 19,664 | 1,751 |
| Other property income | 7,325 | 7,066 | 259 | 5,769 | 6,579 | (810) |
| Total revenues | $ 142,177 | $ 128,573 | $ 13,604 | $ 112,255 | $ 110,774 | $ 1,481 |
| Expenses: | ||||||
| Property operating expenses | $ 28,184 | $ 25,842 | $ 2,342 | $ 23,462 | $ 23,110 | $ 352 |
| Real estate taxes | 13,775 | 11,494 | 2,281 | 10,842 | 9,669 | 1,173 |
| Total operating expenses | $ 41,959 | $ 37,336 | $ 4,623 | $ 34,304 | $ 32,779 | $ 1,525 |
| Net property operations | 100,218 | 91,237 | 8,981 | 77,951 | 77,995 | (44) |
Office properties real estate rental revenues increased from $128,573 in 2007 to $142,177 in 2008 mainly due to the acquisition of eight properties since January 1, 2008. Office properties real estate and operating expenses also increased from $37,336 in 2007 to $41,959 in 2008 as a result of these acquisitions and due to higher real estate taxes and common area maintenance costs.
On a same store office basis, property net operating income decreased to $77,951 from $77,995 for a total decrease of $44 or less than .1%. Same store office property operating revenues for the years ended December 31, 2008 and 2007 were $112,255 and $110,774, respectively, resulting in an increase of $1,481 or 1.3%. Same store office property operating expenses for the years ended December 31, 2008 and 2007 were $34,304 and $32,779, respectively, resulting in an increase of $1,525 or 4.7%. The increase in property operating expense was primarily caused by an increase in real estate tax expense and common area maintenance costs, including utility costs (gas and electric) in 2008.
Straight-line rent adjustments are included in rental income and are higher for the office segment compared to other segments because the office portfolio has tenants that have base rent increases every year at higher rates than the other segments. In addition, office segment properties had above market leases in place at the time of acquisition as compared to retail segment properties which had below market leases in place at the time of acquisition; both of which are adjusted through rental income. Tenant recoveries for the office segment are lower than the retail segment because the office tenant leases allow for a lower percentage of their operating expenses and real estate taxes to be passed on to the tenants.
Industrial Segment
| As of December 31, | ||
| 2008 | 2007 | |
| Industrial Properties | ||
| Physical occupancy | 97% | 93% |
| Economic occupancy | 99% | 99% |
| Base rent per square foot | $ 4.75 | $ 5.10 |
| Gross investment in properties | $ 917,769 | $ 834,320 |
During 2008, our industrial holdings continued to experience high economic occupancy rates. The majority of the properties are located in what we believe are active and sought-after industrial markets, including the Memphis Airport market of Memphis, Tennessee and the OHare Airport market of Chicago, Illinois; the latter being one of the largest industrial markets in the world.
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Comparison of Years Ended December 31, 2008 and December 31, 2007
The table below represents operating information for the industrial segment of 64 properties and for the same store portfolio consisting of 16 properties acquired prior to January 1, 2007.
| Total Industrial Segment | Same Store Industrial Segment | |||||
|---|---|---|---|---|---|---|
| Increase/ | Increase/ | |||||
| 2008 | 2007 | (Decrease) | 2008 | 2007 | (Decrease) | |
| Revenues: | ||||||
| Rental income | $ 71,514 | $ 47,039 | $ 24,475 | $ 21,985 | $ 22,018 | $ (33) |
| Tenant recovery incomes | 3,178 | 2,346 | 832 | 1,055 | 1,036 | 19 |
| Other property income | 15,714 | 4,801 | 10,913 | 346 | 4,741 | (4,395) |
| Total revenues | $ 90,406 | $ 54,186 | $ 36,220 | $ 23,386 | $ 27,795 | $ (4,409) |
| Expenses: | ||||||
| Property operating expenses | $ 4,836 | $ 3,277 | $ 1,559 | $ 1,692 | $ 1,479 | $ 213 |
| Real estate taxes | 2,259 | 1,740 | 519 | 676 | 793 | (117) |
| Total operating expenses | $ 7,095 | $ 5,017 | $ 2,078 | $ 2,368 | $ 2,272 | $ 96 |
| Net property operations | 83,311 | 49,169 | 34,142 | 21,018 | 25,523 | (4,505) |
Industrial properties real estate revenues increased from $54,186 for the year ended December 31, 2007 to $90,406 for the year ended December 31, 2008 mainly due to the acquisition of four properties since January 1, 2008. Also in the fourth quarter of 2008, we realized a termination fee for the Faulkner Road property of approximately $15,000. Industrial properties real estate and operating expenses also increased from $5,017 in 2007 to $7,095 in 2008 as a result of these acquisitions.
A majority of the tenants have net leases and they are directly responsible for operating costs and reimburse us for real estate taxes and insurance. Therefore, industrial segment operating expenses are generally lower than expenses for the other segments.
On a same store industrial basis, property net operating income decreased from $25,523 to $21,018 for a total decrease of $4,505 or 17.7%. Same store industrial property operating revenues for the years ended December 31, 2008 and 2007 were $23,386 and $27,795, respectively, resulting in a decrease of $(4,409) or 15.9%. The primary reason for the decrease was the impact of a one-time termination fee of $4,725 that impacted results in 2007. Same store industrial property operating expenses for the years ended December 31, 2008 and 2007 were $2,368 and $2,272, respectively, resulting in an increase of $96 or 4%.
Multi-family Segment
| As of December 31, | ||
| 2008 | 2007 | |
| Multi-Family Properties | ||
| Physical occupancy | 92% | 89% |
| Economic occupancy | 92% | 89% |
| End of month scheduled base rent per unit per month | $ 832 | $ 916 |
| Gross investment in properties | $ 557,965 | $ 221,659 |
Multi-family represents the smallest amount of investment in the overall portfolio due to what we believe is the highly competitive nature for acquisitions of this property type, and the relatively small number of quality opportunities we saw during 2007 and 2008. We remain interested in multi-family acquisitions and continue to monitor market activity. Our portfolio contains 17 multi-family properties, each reporting stable rental rate levels. The decrease in monthly base rent from $916 per month to $832 per month and increase in occupancy from 89% to 92% was a result of 2008 acquisitions of lower rent base apartments. These rates are as of the end of the period and do not represent the average rate during the
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years ended December 31, 2008 and 2007. We believe that recent changes in the housing market have made rentals a more attractive option and we expect the portfolio to continue its stable occupancy levels.
Comparison of Years Ended December 31, 2008 and December 31, 2007
The table below represents operating information for the multi-family segment of 17 properties. A same store analysis is not presented for the multi-family segment because only one property was owned for the entire years ended December 31, 2007 and December 31, 2008.
| Total Multi-Family Segment | |||
|---|---|---|---|
| Increase/ | |||
| 2008 | 2007 | (Decrease) | |
| Revenues: | |||
| Rental income | $ 30,767 | $ 13,505 | $ 17,262 |
| Other property income | 2,480 | 1,421 | 1,059 |
| Total revenues | $ 33,247 | $ 14,926 | $ 18,321 |
| Expenses: | |||
| Property operating expenses | $ 12,327 | $ 5,251 | $ 7,076 |
| Real estate taxes | 4,704 | 1,815 | 2,889 |
| Total operating expenses | $ 17,031 | $ 7,066 | $ 9,965 |
| Net property operations | 16,216 | 7,860 | 8,356 |
Multifamily real estate rental revenues increased from $14,926 for the year ended December 31, 2007 to $33,247 for the year ended December 31, 2008. The increases are mainly due to the acquisition of nine properties since January 1, 2008. Multi-family properties real estate and operating expenses also increased from $7,066 in 2007 to $17,031 in 2008 as a result of these acquisitions.
Comparison of the years ended December 31, 2007 and December 31, 2006
Rental Income, Tenant Recovery Income, Lodging Income and Other Property Income . Rental income consists of basic monthly rent, straight-line rent adjustments, amortization of acquired above and below market leases, fee income, and percentage rental income recorded pursuant to tenant leases. Tenant recovery income consists of reimbursements for real estate taxes, common area maintenance costs, management fees, and insurance costs. Lodging income consists of room revenues, food and beverage revenues, telephone revenues and miscellaneous revenues. Other property income consists of other miscellaneous property income. Total property revenues were $478,736 and $123,202 for the years ended December 31, 2007 and 2006, respectively.
Except for our lodging properties, the majority of the revenue from the properties consists of rents received under long-term operating leases. Some leases provide for the payment of fixed base rent paid monthly in advance, and for the reimbursement by tenants to the property owners for the tenants pro rata share of certain operating expenses including real estate taxes, special assessments, insurance, utilities, common area maintenance, management fees, and certain building repairs paid by the landlord and recoverable under the terms of the lease. Under these leases, the landlord pays all expenses and is reimbursed by the tenant for the tenants pro rata share of recoverable expenses. Certain other tenants are subject to net leases which provide that the tenant is responsible for fixed based rent as well as all costs and expenses associated with occupancy. Under net leases, where all expenses are paid directly by the tenant rather than the landlord, such expenses are not included in the consolidated statements of operations. Under net leases where all expenses are paid by the landlord, subject to reimbursement by the tenant, the expenses are included within property operating expenses, and reimbursements are included in tenant recovery income on the consolidated statements of operations.
Our lodging properties generate revenue through sales of rooms and associated food and beverage services. We measure our financial performance by revenue generated per available room known as (RevPAR), which is an operational measure commonly used in the hotel industry to evaluate hotel performance. RevPAR represents the product of the
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average daily room rate charged and the average daily occupancy achieved but excludes other revenue generated by a hotel property, such as food and beverage, parking, telephone and other guest service revenues.
| Property rentals | $ 267,816 | $ 93,428 | $ 174,388 |
|---|---|---|---|
| Straight-line rents | 12,765 | 4,588 | 8,177 |
| Amortization of acquired above and below market leases, net | 155 | 403 | (248) |
| Total rental income | $ 280,736 | $ 98,419 | $ 182,317 |
| Tenant recoveries | 55,192 | 21,547 | 33,645 |
| Other income | 16,416 | 3,236 | 13,180 |
| Lodging operating income | 126,392 | - | 126,392 |
| Total property revenues | $ 478,736 | $ 123,202 | $ 355,534 |
Total property revenues increased $355,534 for the year ended December 31, 2007 over the same period of the prior year. The increase in property revenues in 2007 and 2006 was due primarily to acquisitions of 624 properties.
Property Operating Expenses and Real Estate Taxes. Property operating expenses consist of property management fees paid to property managers including affiliates of our sponsor and operating expenses, including costs of owning and maintaining investment properties, real estate taxes, insurance, utilities, maintenance to the exterior of the buildings and the parking lots. Total expenses were $174,755 for the year ended December 31, 2007 and $32,791 for the year ended December 31, 2006, respectively. Lodging Operating Expenses include the payroll, utilities, management fees paid to our third party operators, insurance, marketing, and other expenses required to maintain and operate our lodging facilities.
| Operating expenses | $ 59,678 | $ 20,951 | $ 38,727 |
|---|---|---|---|
| Lodging operating expenses | 75,412 | - | 75,412 |
| Real estate taxes | 39,665 | 11,840 | 27,825 |
| Total property expenses | $ 174,755 | $ 32,791 | $ 141,964 |
Total operating expenses increased $141,964 for the year ended December 31, 2007 compared to the year ended December 31, 2006 due primarily to effect of the properties acquired in 2007, including lodging facilities.
Other Operating Income and Expenses
Other operating expenses are summarized as follows:
| Depreciation and amortization | $ 174,163 | $ 49,681 | $ 124,482 |
|---|---|---|---|
| Interest expense | 108,060 | 31,553 | 76,507 |
| General and administrative (1) | 19,466 | 7,613 | 11,853 |
| Business manager fee | 9,000 | 2,400 | 6,600 |
| $ 310,689 | $ 91,247 | $ 219,442 |
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(1) Includes expenses paid to affiliates as described below.
Depreciation and amortization
The $124,482 increase in depreciation and amortization expense for the year ended December 31, 2007 relative to the year ended December 31, 2006 was due substantially to the impact of the properties acquired in 2007.
Interest expense
The $76,507 increase in interest expense for the year ended December 31, 2007 as compared to the year ended December 31, 2006 was primarily due to (1) mortgage debt financings during 2007 which increased to $2,959,480 from $1,062,703 and (2) the increase in margin borrowing due to the increase in ownership of marketable securities.
A summary of interest expense for the year ended December 31, 2007 and 2006 appears below:
| Debt Type | |||
| Margin and other interest expense | $ 15,933 | $ 4,922 | $ 11,011 |
| Mortgages | 92,127 | 26,631 | 65,496 |
| Total | $ 108,060 | $ 31,553 | $ 76,507 |
General and Administrative Expenses. General and administrative expenses consist of investment advisor fees, professional services, salaries and computerized information services costs reimbursed to affiliates or related parties of the Business Manager for, among other things, maintaining our accounting and investor records, common share purchase discounts related to shares sold to persons employed by our Business Manager or its related parties and affiliates, directors and officers insurance, postage, board of directors fees, printer costs and state tax based on property or net worth. Our expenses were $19,466 for the year ended December 31, 2007 and $7,613 for the year ended December 31, 2006, respectively. The increase is due primarily to the growth of our asset and stockholder base during late 2006 and 2007.
Business Manager Fee. After our stockholders have received a non-cumulative, non-compounded return of 5% per annum on their invested capital, we pay our Business Manager an annual business management fee of up to 1% of the average invested assets, payable quarterly in an amount equal to 0.25% of the average invested assets as of the last day of the immediately preceding quarter as defined in our prospectus. We paid our Business Manager a business management fee of $9,000, or approximately 0.20% of average invested assets for the year ended December 31, 2007, as well as investment advisory fees of approximately $2,120, together which are less than the full 1% fee that the Business Manager is entitled to receive. The $2,120 investment advisor fee is included in general and administrative expenses. We paid our Business Manager $2,400 for the year ended December 31, 2006. The Business Manager has waived any further fees that may have been permitted under the agreement for the years ended December 31, 2007 and 2006, respectively. Once we have satisfied the minimum return on invested capital described above, the amount of the actual fee paid to the Business Manager is determined by the Business Manager up to the amount permitted by the agreement.
Interest and Dividend Income and Realized Gain on Securities . Interest income consists of interest earned on short term investments and dividends from investments in our portfolio of marketable securities. We generally seek to invest in marketable securities issued by other REIT entities. We focus on investing in REIT entity securities where we believe the yields and returns will exceed those of other short-term investments or where the investment is consistent with our long-term strategy of taking positions in companies which we may have an interest in acquiring. These investments have historically generated both current dividend income and gains on sale, offset by impairments on securities where we believe the decline in stock price are other than temporary. Our interest and dividend income was $84,288 and $22,164 for the years ended December 31, 2007 and 2006, respectively. We also realized a gain (loss) on sale of securities, net of $(2,466) and $4,096 for the years ended December 31, 2007 and 2006.
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| Interest Income | $ 61,546 | $ 15,855 |
|---|---|---|
| Dividend Income | 22,742 | 6,309 |
| Total | $ 84,288 | $ 22,164 |
| Realized Gains on investment securities | 19,280 | 4,096 |
| Other than temporary impairments | (21,746) | - |
| Total | (2,466) | 4,096 |
Interest income was $61,546 and $15,855 for the years ended December 31, 2007 and 2006, respectively, resulting primarily from interest earned on cash investments which were significantly greater during the year ended December 31, 2007 due to our capital raise compared to the year ended December 31, 2006.
Dividend income increased by $16,433 for the year ended December 31, 2007 compared to the year ended December 31, 2006 as a result of increasing our investments in marketable securities during 2007 compared to 2006. Although the value of our investments declined during 2007, the dividend yields on our investments were consistent during the year ended December 31, 2007. There is no assurance that we will be able to generate the same level of interest and dividend income in the future.
Our realized gains increased by $15,184 for the year ended December 31, 2007 compared to the year ended December 31, 2006 because we sold more of our stock investments during 2007 compared to 2006. Other than temporary impairments was $21,746 for the year ended December 31, 2007. These impairments resulted, in our view, from the overall decline in the stock market, generally, and the market for REIT stocks particularly. Depending on market conditions, we may be required to further reduce the carrying value of our portfolio in future periods. A discussion of our other than temporary impairment policy is included in the discussion of our Critical Accounting Policies and Estimates, below.
Minority Interest
The minority interest represents the interests of the third parties in Minto Builders (Florida), Inc. (MB REIT) and consolidated joint ventures owned by third parties.
Equity in Earnings of Unconsolidated Entities
Our equity in earnings of unconsolidated entities increased to $4,477 from $1,903 as a result of our investment in unconsolidated entities increasing $467,193 from $15,683 at December 31, 2006 to $482,876 at December 31, 2007. For 2006, our only investment in unconsolidated entities represented our investment in Feldman Mall Properties and Oak Property and Casualty.
Other Income and Expense
Under the Statement of Financial Accounting Standards No. 150 Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity (SFAS 150) and the Statement of Financial Accounting Standards No. 133 Accounting for Derivative Financial Instruments and Hedging Activities (SFAS 133), the put/call arrangements related to the MB REIT transaction as discussed under Liquidity are considered derivative instruments. The asset and liabilities associated with these puts and calls are marked to market every quarter with changes in the value recorded as other income and expense in the consolidated statement of operations.
The value associated with the put/call arrangements was a liability $2,349 and $283 as of December 31, 2007 and 2006, respectively. Other expense of $2,065 and $46 was recognized for the years ended December 31, 2007 and 2006, respectively. The liability associated with the put/call arrangements increased from December 31, 2006 to December 31, 2007 due to the life of the put/call being reduced and volatility in interest rates.
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An analysis of results of operations by segment follows:
The following table summarizes certain key operating performance measures for our properties as of December 31, 2007 and 2006.
Office Segment
| As of December 31, | ||
| 2007 | 2006 | |
| Office Properties | ||
| Physical occupancy | 98% | 97% |
| Economic occupancy | 98% | 97% |
| Base rent per square foot | $ 14.77 | $ 13.58 |
Comparison of Years Ended December 31, 2007 and December 31, 2006
The table below represents operating information for the office segment of 26 properties and for the same store portfolio consisting of five properties acquired prior to January 1, 2006. The properties in the same store portfolio were owned for the entire year ended December 31, 2007 and December 31, 2006.
| Total Office Segment | Same Store Office Segment | |||||
|---|---|---|---|---|---|---|
| Increase/ | Increase/ | |||||
| 2007 | 2006 | (Decrease) | 2007 | 2006 | (Decrease) | |
| Revenues: | ||||||
| Rental income | $ 98,764 | $ 42,363 | $ 56,401 | $ 29,178 | $ 28,989 | $ 189 |
| Tenant recovery incomes | 22,743 | 7,359 | 15,384 | 79 | 307 | (228) |
| Other property income | 7,066 | 1,870 | 5,196 | 272 | 25 | 247 |
| Total revenues | $ 128,573 | $ 51,592 | $ 76,981 | $ 29,529 | $ 29,321 | $ 208 |
| Total Office Segment | Same Store Office Segment | |||||
| Increase/ | Increase/ | |||||
| 2007 | 2006 | (Decrease) | 2007 | 2006 | (Decrease) | |
| Expenses: | ||||||
| Property operating expenses | $ 25,842 | $ 9,186 | $ 16,656 | $ 1,989 | $ 1,875 | $ 114 |
| Real estate taxes | 11,494 | 3,085 | 8,409 | 342 | 293 | 49 |
| Total operating expenses | $ 37,336 | $ 12,271 | $ 25,065 | $ 2,331 | $ 2,168 | $ 163 |
| Net property operations | 91,237 | 39,321 | 51,916 | 27,198 | 27,153 | 45 |
Office properties real estate rental revenues increased from $51,592 in 2006 to $128,573 in 2007 mainly due to the acquisition of 11 properties since December 31, 2006. Office properties real estate and operating expenses also increased from $12,271 in 2006 to $37,336 in 2007 as a result of these acquisitions.
On a same store office basis, property net operating income increased to $27,198 from $27,153 for a total increase of $45. Same store office property operating revenues for the years ended December 31, 2007 and 2006 were $29,529 and $29,321, respectively, resulting in an increase of $208. The primary reason for the increase was an increase in rental income due to new tenants at these properties that filled vacancies that existed at the time of purchase. Same store office property operating expenses for the years ended December 31, 2007 and 2006 were $2,331 and $2,168, respectively, resulting in an increase of $163. The increase in property operating expense was primarily caused by an increase in real estate tax expense and common area maintenance costs, including utility costs (gas and electric) in 2007.
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Retail Segment
| As of December 31, | ||
| 2007 | 2006 | |
| Retail Properties | ||
| Physical occupancy | 95% | 95% |
| Economic occupancy | 96% | 96% |
| Base rent per square foot | $ 16.04 | $ 13.77 |
Retail operations remained solid with consistent and rising rental revenue, stable occupancy results, and continued positive return on investment. Our retail business is not highly dependent on specific retailers or specific retail industries which shields the portfolio from significant revenue variances over time. The increase in our base rent per square foot from $13.77 to $16.04 was primarily a result of acquisitions during 2007. These rates are as of the end of the period and do not represent the average rate during the years ended December 31, 2007 and 2006.
Comparison of Years Ended December 31, 2007 and 2006
The table below represents operating information for the retail segment of 546 properties and for the same store portfolio consisting of 32 properties acquired prior to January 1, 2006. The properties in the same store portfolio were owned for the entire years ended December 31, 2007 and December 31, 2006.
| Total Retail Segment | Same Store Retail Segment | |||||
|---|---|---|---|---|---|---|
| Increase/ | Increase/ | |||||
| 2007 | 2006 | (Decrease) | 2007 | 2006 | (Decrease) | |
| Revenues: | ||||||
| Rental income | $ 121,428 | $ 51,270 | $ 70,158 | $ 26,285 | $ 25,942 | $ 343 |
| Tenant recovery incomes | 30,103 | 13,894 | 16,209 | 6,370 | 7,087 | (717) |
| Other property income | 3,128 | 1,248 | 1,880 | 283 | 223 | 60 |
| Total revenues | $ 154,659 | $ 66,412 | $ 88,247 | $ 32,938 | $ 33,252 | $ (314) |
| Total Retail Segment | Same Store Retail Segment | |||||
| Increase/ | Increase/ | |||||
| 2007 | 2006 | (Decrease) | 2007 | 2006 | (Decrease) | |
| Expenses: | ||||||
| Property operating expenses | $ 25,308 | $ 10,986 | $ 14,322 | $ 6,397 | $ 5,571 | $ 826 |
| Real estate taxes | 19,400 | 8,395 | 11,005 | 4,501 | 4,175 | 326 |
| Total operating expenses | $ 44,708 | $ 19,381 | $ 25,327 | $ 10,898 | $ 9,746 | $ 1,152 |
| Net property operations | 109,951 | 47,031 | 62,920 | 22,040 | 23,506 | (1,466) |
Retail properties real estate rental revenues increased from $66,412 in the year ended 2006 to $154,659 in the year ended 2007 mainly due to the acquisition of 483 retail properties since December 31, 2006. Retail properties real estate and operating expenses also increased from $19,381 in 2006 to $44,708 in 2007 as a result of these acquisitions.
On a same store retail basis, property net operating income decreased from $23,506 to $22,040 for a total decrease of $1,466 or 6%. The primary reason for the decrease is a reduction in tenant recovery percentages related to common area maintenance and insurance. Same store retail property operating revenues for the years ended December 31, 2007 and 2006 were $32,938 and $33,252, respectively, resulting in a decrease of $314 or 1%. The primary reason for the decrease was a decrease in tenant recovery income. Same store retail property operating expenses for the years ended December 31, 2007 and 2006 were $10,898 and $9,746, respectively, resulting in an increase of $1,152 or 12%. The increase in property operating expense was primarily caused by an increase in real estate tax expense, common area maintenance costs, and insurance costs in 2007.
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Industrial Segment
| As of December 31, | ||
| 2007 | 2006 | |
| Industrial Properties | ||
| Physical occupancy | 93% | 100% |
| Economic occupancy | 99% | 100% |
| Base rent per square foot | $ 5.10 | $ 5.85 |
Comparison of Years Ended December 31, 2007 and December 31, 2006
The table below represents operating information for the industrial segment of 61 properties. A same store analysis is not presented for the industrial segment because only one property was owned for the entire years ended December 31, 2007 and December 31, 2006.
| Total Industrial Segment — 2007 | 2006 | Increase | |
|---|---|---|---|
| Revenues: | |||
| Rental income | $ 47,039 | $ 3,111 | $ 43,928 |
| Tenant recovery incomes | 2,346 | 294 | 2,052 |
| Other property income | 4,801 | 2 | 4,799 |
| Total revenues | $ 54,186 | $ 3,407 | $ 50,779 |
| Expenses: | |||
| Property operating expenses | $ 3,277 | $ 137 | $ 3,140 |
| Real estate taxes | 1,740 | 259 | 1,481 |
| Total operating expenses | $ 5,017 | $ 396 | $ 4,621 |
| Net property operations | 49,169 | 3,011 | 46,158 |
Industrial properties real estate revenues increased from $3,407 for the year ended December 31, 2006 to $54,186 for the year ended December 31, 2007 mainly due to the acquisition of 45 properties since December 31, 2006. Industrial properties real estate and operating expenses also increased from $396 in 2006 to $5,017 in 2007 as a result of these acquisitions.
A majority of the tenants have net leases and they are directly responsible for operating costs but reimburse us for real estate taxes and insurance. Industrial segment operating expenses are lower than the other segments because the tenants have net leases and they are directly responsible for operating costs.
Multi-family Segment
| As of December 31, | ||
| 2007 | 2006 | |
| Multi-Family Properties | ||
| Physical occupancy | 89% | 91% |
| Economic occupancy | 89% | 91% |
| End of month scheduled base rent per unit per month | $ 916.00 | $ 612.00 |
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Comparison of Year Ended December 31, 2007 and December 31, 2006
The table below represents operating information for the multi-family segment of eight properties. A same store analysis is not presented for the multi-family segment because only one property was owned for the entire year ended December 31, 2007 and December 31, 2006.
| Total Multi-Family Segment — 2007 | 2006 | Increase | |
|---|---|---|---|
| Revenues: | |||
| Rental income | $ 13,505 | $ 1,675 | $ 11,830 |
| Tenant recovery incomes | - | - | - |
| Other property income | 1,421 | 116 | 1,305 |
| Total revenues | $ 14,926 | $ 1,791 | $ 13,135 |
| Expenses: | |||
| Property operating expenses | $ 5,251 | $ 643 | $ 4,608 |
| Real estate taxes | 1,815 | 100 | 1,715 |
| Total operating expenses | $ 7,066 | $ 743 | $ 6,323 |
| Net property operations | 7,860 | 1,048 | 6,812 |
Multifamily real estate rental revenues increased from $1,791 for the year ended December 31, 2006 to $14,926 for the year ended December 31, 2007. The increases are mainly due to the acquisition of six properties since December 31, 2006. Multi-family properties real estate and operating expenses also increased from $743 in 2006 to $7,066 in 2007 as a result of these acquisitions.
Multi-family property yields on new acquisitions remained the lowest of all segments.
Lodging Segment
| For the period of ownership | |
| 2007 | |
| Lodging Properties | |
| Revenue per available room | $ 79 |
| Average daily rate | $ 117 |
| Occupancy | 67% |
During 2007, the hotel industry experienced high growth in both occupancy levels and rental rates (better known as Average Daily Rate or ADR) due mainly to continued rebounds across virtually all segments of the travel industry (e.g., corporate travel, group travel, and leisure travel). Supply of new hotel product was moderate.
Operations of the year ended December 31, 2007
| 2007 | |
| Revenues: | |
| Lodging operating income | $ 126,392 |
| Total revenues | $ 126,392 |
| Expenses: | |
| Lodging operating expenses to non- related parties | $ 75,412 |
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| Real estate taxes | |
|---|---|
| Total operating expenses | $ 80,628 |
| Net lodging operations | 45,764 |
Critical Accounting Policies and Estimates
General
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes. This section discusses those critical accounting policies and estimates. These judgments often result from the need to make estimates about the effect of matters that are inherently uncertain. Critical accounting policies discussed in this section are not to be confused with GAAP. GAAP requires information in financial statements about accounting principles, methods used and disclosures pertaining to significant estimates. This discussion addresses our judgment pertaining to trends, events or uncertainties known which were taken into consideration upon the application of those policies.
Acquisition of Investment Property
We allocate the purchase price of each acquired investment property between land, building and improvements, acquired above market and below market leases, in-place lease value, and any assumed financing that is determined to be above or below market terms. In addition, we allocate a portion of the purchase price to the value of customer relationships, if any. The allocation of the purchase price is an area that requires judgment and significant estimates. We use the information contained in the independent appraisal obtained at acquisition as the primary basis for the allocation to land and building and improvements. We determine whether any financing assumed is above or below market based upon comparison to similar financing terms for similar investment properties. We allocate a portion of the purchase price to the estimated acquired in-place lease costs based on estimated lease execution costs for similar leases as well as lost rent payments during assumed lease up period when calculating as if vacant fair values. We also evaluate each acquired lease based upon current market rates at the acquisition date and we consider various factors including geographical location, size and location of leased space within the investment property, tenant profile, and the credit risk of the tenant in determining whether the acquired lease is above or below market lease costs. After an acquired lease is determined to be above or below market, we allocate a portion of the purchase price to such above or below acquired lease costs based upon the present value of the difference between the contractual lease rate and the estimated market rate. For below market leases with fixed rate renewals, renewal periods are included in the calculation of below market in-place lease values. The determination of the discount rate used in the present value calculation is based upon the risk free rate and current interest rates. This discount rate is a significant factor in determining the market valuation which requires our judgment of subjective factors such as market knowledge, economics, demographics, location, visibility, age and physical condition of the property.
Acquisition of Businesses
Acquisitions of businesses are accounted for using purchase accounting as required by Statement of Financial Accounting Standards 141 (SFAS 141) Business Combinations . The assets and liabilities of the acquired entities are recorded using the fair value at the date of the transaction and allocated to tangible and intangible assets. Any additional amounts are allocated to goodwill as required, based on the remaining purchase price in excess of the fair value of the tangible and intangible assets acquired and liabilities assumed. We amortize identified intangible assets that are determined to have finite lives which are based on the period over which the assets are expected to contribute directly or indirectly to the future cash flows of the business acquired. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized if the carrying amount of an intangible asset, including the related real estate when appropriate, is not recoverable and the carrying amount exceeds the estimated fair value.
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Goodwill
We apply SFAS No. 142, Goodwill and Other Intangible Assets or SFAS No. 142, when accounting for goodwill, which requires that goodwill not be amortized, but instead evaluated for impairment at least annually. The goodwill impairment test is a two-step test. Under the first step, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting units goodwill over the implied fair value of that goodwill.
Impairment of Long-Lived Assets
In accordance with Statement of Financial Accounting Standard No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS No. 144), we conduct an analysis on a quarterly basis to determine if indicators of impairment exist to ensure that the propertys carrying value does not exceed its fair value. If this were to occur, we are required to record an impairment loss. The valuation and possible subsequent impairment of investment properties is a significant estimate that can and does change based on our continuous process of analyzing each property and reviewing assumptions about uncertain inherent factors, as well as the economic condition of the property at a particular point in time.
Under Accounting Principles Board (APB) Opinion No. 18 (The Equity Method of Accounting for Investments in Common Stock), we evaluate our equity method investments for impairment indicators. The valuation analysis considers the investment positions in relation to the underlying business and activities of our investment. Per APB 18, our investments in joint ventures should be reviewed for potential declines in fair value or impairment. An impairment loss should be recognized if a decline in value of the investment has occurred that is considered to be other than temporary, without ability to recover or sustain operations that would support the value of the investment.
Cost Capitalization and Depreciation Policies
Our policy is to review all expenses paid and capitalize any items exceeding $5 thousand which are deemed to be an upgrade or a tenant improvement. These costs are capitalized and included in the investment properties classification as an addition to buildings and improvements.
Buildings and improvements are depreciated on a straight-line basis based upon estimated useful lives of 30 years for buildings and improvements, and five to 15 years for site improvements. Furniture, fixtures and equipment are depreciated on a straight-line basis over five to ten years. Tenant improvements are depreciated on a straight-line basis over the life of the related lease as a component of depreciation and amortization expense. The portion of the purchase price allocated to acquired above market costs and acquired below market costs is amortized on a straight-line basis over the life of the related lease as an adjustment to net rental income. Acquired in-place lease costs, customer relationship value and other leasing costs are amortized on a straight-line basis over the life of the related lease as a component of amortization expense.
Cost capitalization and the estimate of useful lives requires our judgment and includes significant estimates that can and do change based on our process which periodically analyzes each property and on our assumptions about uncertain inherent factors.
Investment in Marketable Securities
In accordance with FASB 115 Accounting for Certain Investments in Debt and Equity Securities, a decline in the market value of any available-for-sale or held-to-maturity security below cost that is deemed to be other-than-temporary results in an impairment to reduce the carrying amount to fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other-than-temporary, we consider whether we have the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in our impairment assessment includes the severity and duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. We consider the following factor in evaluating our securities for impairments that are other than temporary:
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(i)
declines in the REIT and overall stock market relative to our security positions;
(ii)
the estimated net asset value (NAV) of the companies we invest in relative to their current market prices; and
(iii)
future growth prospects and outlook for companies using analyst reports and company guidance, including dividend coverage, NAV estimates and FFO growth.
Revenue Recognition
We commence revenue recognition on our leases based on a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date. The determination of who is the owner, for accounting purposes, of the tenant improvements determines the nature of the leased asset and when revenue recognition under a lease begins. If we are the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete. If we conclude we are not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant improvement allowances funded under the lease are treated as lease incentives which reduces revenue recognized over the term of the lease. In these circumstances, we begin revenue recognition when the lessee takes possession of the unimproved space for the lessee to construct their own improvements. We consider a number of different factors to evaluate whether it or the lessee is the owner of the tenant improvements for accounting purposes. These factors include:
·
whether the lease stipulates how and on what a tenant improvement allowance may be spent;
·
whether the tenant or landlord retains legal title to the improvements;
·
the uniqueness of the improvements;
·
the expected economic life of the tenant improvements relative to the length of the lease; and
·
who constructs or directs the construction of the improvements.
The determination of who owns the tenant improvements, for accounting purposes, is subject to significant judgment. In making that determination, we consider all of the above factors. No one factor, however, necessarily establishes its determination.
We recognize rental income on a straight-line basis over the term of each lease. The difference between rental income earned on a straight-line basis and the cash rent due under the provisions of the lease agreements is recorded as deferred rent receivable and is included as a component of accounts and rents receivable in the accompanying consolidated balance sheets. Due to the impact of the straight-line basis, rental income generally is greater than the cash collected in the early years and decreases in the later years of a lease. We periodically review the collectability of outstanding receivables. Allowances are taken for those balances that we deem to be uncollectible, including any amounts relating to straight-line rent receivables.
Reimbursements from tenants for recoverable real estate tax and operating expenses are accrued as revenue in the period the applicable expenses are incurred. We make certain assumptions and judgments in estimating the reimbursements at the end of each reporting period. We do not expect the actual results to differ from the estimated reimbursement.
In conjunction with certain acquisitions, we may receive payments under master lease agreements pertaining to certain non-revenue producing spaces either at the time of, or subsequent to the purchase of some of our properties. Upon receipt of the payments, the receipts will be recorded as a reduction in the purchase price of the related properties rather than as rental income. These master leases may be established at the time of purchase in order to mitigate the potential negative effects of loss of rent and expense reimbursements. Master lease payments are received through a draw of funds escrowed at the time of purchase and may cover a period from six months to three years. These funds may be released to either us or the seller when certain leasing conditions are met. Funds received by third party escrow agents, from sellers, pertaining to master lease agreements are included in restricted cash. We record such escrows as both an asset and a
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corresponding liability, until certain leasing conditions are met. As of December 31, 2008, there were no material adjustments for master lease agreements.
We will recognize lease termination income if there is a signed termination letter agreement, all of the conditions of the agreement have been met, collectability is reasonably assured and the tenant is no longer occupying the property. Upon early lease termination, we will provide for losses related to unrecovered intangibles and other assets.
We recognize lodging operating revenue on an accrual basis consistent with operations.
Partially-Owned Entities
We consider FASB Interpretation No. 46R (Revised 2003): Consolidation of Variable Interest Entities - An Interpretation of ARB No. 51 (FIN 46(R)), EITF 04-05: Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights, and SOP 78-9: Accounting for Investments in Real Estate Ventures, to determine the method of accounting for each of its partially-owned entities. In instances where we determine that a joint venture is not a VIE, we first consider EITF 04-05. The assessment of whether the rights of the limited partners should overcome the presumption of control by the general partner is a matter of judgment that depends on facts and circumstances. If the limited partners have either (a) the substantive ability to dissolve (liquidate) the limited partnership or otherwise remove the general partner without cause or (b) substantive participating rights, the general partner does not control the limited partnership and as such overcome the presumption of control by the general partner and consolidation by the general partner.
Income Taxes
We and MB REIT operate in a manner intended to enable each entity to qualify as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. Under those sections, a REIT that distributes at least 90% of its REIT taxable income determined without regard to the deduction for dividends paid and by excluding any net capital gain to its stockholders each year and that meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its stockholders. If we or MB REIT fail to distribute the required amount of income to our stockholders, or fail to meet the various REIT requirements, without the benefit of certain relief provisions, we or MB REIT may fail to qualify as a REIT and substantial adverse tax consequences may result. Even if we and MB REIT qualify for taxation as a REIT, we and MB REIT may be subject to certain state and local taxes on our income, property, or net worth, and to federal income and excise taxes on our undistributed taxable income. In addition, taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to federal, state and local income taxes.
In 2007, we formed the following wholly-owned taxable REIT subsidiaries in connection with the acquisition of the lodging portfolios and student housing: Barclay Holdings, Inc., Inland American Holding TRS, Inc., and Inland American Communities Third Party, Inc. In 2008, the Company formed Inland American Lodging Garden Grove Harbor TRS, LLC in connection with an addition to the lodging portfolio. Taxable income from non-REIT activities managed through these taxable REIT subsidiaries is subject to federal, state, and local income taxes. As such, our taxable REIT subsidiaries are required to pay income taxes at the applicable rates.
Liquidity and Capital Resources
We continually evaluate the economic and credit environment and its impact on our business. Maintaining significant capital reserves has become a priority for all companies. While at this juncture we believe we are in the enviable position of having significant cash to utilize in executing our strategy, we also believe it is prudent for us to retain a strong cash position.
The fiduciary responsibility we have to all our stockholders to achieve our investment objectives is vital to the way our company is managed. Our objectives are to invest in real estate assets that produce attractive current yield and long-term risk-adjusted returns to our stockholders. As noted above, we believe it is prudent to maintain a strong cash position with a view toward investing this capital in attractively priced assets that we believe are going to be available as a result of the dislocation in the financial and real estate markets.
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For 2009, our acquisitions will be less than prior years as our capital raise will be completed in April of 2009 and we will preserve a strong cash position to fund outstanding commitments, including 2009 loan maturities in the event we are not able to refinance or extend our maturities at acceptable rates and terms.
Our principal demand for funds has been:
·
to invest in properties;
·
to invest in joint ventures;
·
to fund notes receivable;
·
to invest in REIT marketable securities;
·
to service or pay-down our debt;
·
to pay our operating expenses and the operating expenses of our properties;
·
to pay expenses associated with our public offerings; and
·
to make distributions to our stockholders.
Generally, our cash needs have been funded from:
·
the net proceeds from the public offerings of our shares of common stock;
·
interest income on investments and dividend and gain on sale income earned on our investment in marketable securities;
·
income earned on our investment properties;
·
proceeds from borrowings on properties; and
·
distributions from our joint venture investments.
Acquisitions and Investments
We completed approximately $1.9 billion of real estate and real estate company acquisitions and investments in 2008 and $4.0 billion in 2007. In addition, we made $231 million of loans during 2008 and $269 million in 2007. These acquisitions and investments were consummated through our subsidiaries and were funded with available cash, mortgage indebtedness, and the proceeds from the offering of our shares of common stock. Details of our 2008 and 2007 acquisitions and investments are summarized below.
Real Estate and Real Estate Company Acquisitions
·
During 2008, we purchased 143 retail properties containing approximately 1.4 million square feet for approximately $389.5 million and during 2007, we purchased 491 retail properties containing approximately 4.8 million square feet for approximately $1.5 billion.
·
During 2008, we purchased eight office properties containing approximately 1.3 million square feet for approximately $194.6 million and during 2007, we purchased 13 office properties containing approximately 2.0 million square feet for approximately $252.6 million.
·
During 2008, we purchased four industrial properties containing approximately 2.8 million square feet for approximately $129.1 million and during 2007, we purchased 45 industrial properties containing approximately 8.0 million square feet for approximately $547.6 million.
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·
During 2008, we purchased nine multi-family properties containing approximately 3,750 units for approximately $158.9 million and during 2007, we purchased seven multi-family properties containing approximately 2,003 units for approximately $199.7 million.
·
During 2008, (excluding lodging properties acquired through a company acquisition) we purchased 23 lodging properties containing approximately 4,713 rooms for approximately $1 billion. During 2007, (excluding lodging properties acquired through a company acquisition) we purchased five lodging properties containing approximately 979 rooms for $270.3 million.
·
On February 8, 2008, we completed the merger among its wholly-owned subsidiary, Inland American Urban Hotels, Inc. and RLJ Urban Lodging Master, LLC and related entities, referred to herein as RLJ. RLJ owned twenty-two full and select service lodging properties, containing an aggregate of 4,059 rooms. The transaction valued RLJ at $932.2 million, including an acquisition fee to our Business Manager of $22.3 million.
·
On October 5, 2007, we consummated the merger among our wholly-owned subsidiary, Inland American Orchard Hotels, Inc., and Apple Hospitality Five, Inc., referred to herein as Apple, a public, non-listed real estate investment trust headquartered in Richmond, Virginia, that owns upscale, extended-stay and select-service lodging properties and other limited-service lodging properties. At the time of the merger Apple owned 27 hotels. The hotels were located in fourteen states and, in aggregate, consist of 3,439 rooms. The total merger consideration was approximately $682.4 million, plus $16.9 million paid to our Business Manager which is capitalized as part of the purchase for a total cost of $699.3 million.
·
On July 1, 2007, we completed a merger with Winston Hotels, Inc., referred to herein as Winston, in which we purchased 100% of the outstanding shares of common stock and Series B preferred stock of Winston, a publicly traded real estate investment trust headquartered in Raleigh, North Carolina, that owns extended-stay and select-service lodging properties and other limited-service lodging properties. At the time of the merger Winston owned 44 hotels. The hotels were located in thirteen states and, in aggregate, consist of 5,993 rooms. The transaction valued Winston at approximately $822.0 million, plus $19.8 million paid to our Business Manager which is capitalized as part of the purchase for a total cost of $841.8 million.
·
On May 18, 2007, we through our wholly-owned subsidiary, Inland American Communities Group, Inc. (Communities), purchased the assets of Utley Residential Company L.P. related to the development of conventional and student housing for approximately $23.1 million, including rights to its existing development projects. We paid $13.1 million at closing with $10.0 million to be paid upon the presentation of future development projects.
Investments in Joint Ventures
We have entered into a number of joint ventures that invest in operating properties, developments and real estate loans. The joint ventures that are focused on operating properties continue to generate positive cash flows. Certain of our development joint ventures are experiencing longer lease-up timelines and could be at rates less than originally projected. For two of these ventures, we have recorded impairment charges of $62 million, to reflect the delays in the development process that will most likely result in our recovering less than our current book value as well as the impairment of our Feldman investment. A third investee recorded impairments at the investee level of $50 million, which flows through equity in loss of unconsolidated entities in the amount of $44.8 million (Companys share) on the Consolidated Statements of Operations and Other Comprehensive Income. The development joint ventures also have construction loans from third parties that could mature before the completion of the development. These lenders might not be willing to extend their loans or extend on terms acceptable to us or our partners. Although we have no additional obligation to fund these ventures, our investment could be at risk without the funding of additional capital.
On June 8, 2007, we entered into a venture with Lauth for the purpose of funding the development and ownership of real estate projects in the office, distribution, retail, healthcare and mixed-use markets. We invested $227 million in exchange for the Class A Participating Preferred Interests which entitles us to a 9.5% preferred dividend. On January 6, 2009, we were granted a third board seat of five on the Lauth Investment Properties, LLC joint venture. The Lauth joint venture is composed of office, distribution, retail, healthcare, land and mixed-use projects. The current economic environment will likely delay or extend the development timelines in many of these projects.
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| Joint Venture | Description | ||
|---|---|---|---|
| Primarily Development | |||
| LIP Holdings, LLC | Diversified Real Estate Fund | $ 185,983 | $ (a) |
| L-Street Marketplace, LLC | Retail Center Development | 6,171 | - |
| Weber/Inland American Lewisville TC, LP | Retail Center Development | 8,016 | - |
| Inland CCC Homewood Hotel, LLC | Lodging Development | 4,143 | - |
| Skyport Hotels JV, LLC | Lodging Development | 2,105 | 15,280 |
| $ 206,418 | $ 15,280 | ||
| Primarily Operating | |||
| D.R. Stephens Institutional Fund, LLC | Industrial and R&D Assets | $ 76,258 | $ 10,900 |
| Cobalt Industrial REIT II | Industrial Portfolio | 66,217 | 76,000 |
| Net Lease Strategic Asset Fund L.P. | Diversified portfolio of net lease assets | 201,798 | (b) |
| Wakefield Capital, LLC | Senior Housing Portfolio | 97,267 | - |
| Other operating joint ventures | Lodging Facilities | 26,693 | - |
| $ 468,233 | $ 86,900 | ||
| Real Estate Loan Fund | |||
| Concord Debt Holdings, LLC | Real Estate Loan Fund | $ 67,859 | $ 24,000 |
| Total | $ 742,510 | $ 126,180 | |
| (a) Our obligation to fund the remaining $23.2 million expired on December 31, 2008. | |||
| (b) We have the right to contribute $122.5 million for future acquisitions. However, we are not obligated to fund. | |||
| (c) Represents our investment balance as reported for GAAP purposes on our balance sheet at December 31, 2008. |
Details of our investment in unconsolidated joint ventures for 2008 and 2007 are summarized below.
·
On April 3, 2008, we entered into a joint venture with Weber/Inland American Lewisville TC, LP to develop a retail center with the total cost expected to be approximately $54.6 million. We contributed $10.2 million to the venture and are entitled to receive a preferred return equal to 11% per annum on the capital contribution, which is paid outside the joint venture.
·
On April 27, 2007, we entered into a joint venture (Stephens) to acquire and redevelop or reposition industrial and research and development oriented properties located initially in the San Francisco Bay and Silicon Valley areas. Under the joint venture agreement, we are required to invest approximately $90.0 million and are entitled to a preferred dividend equal to 8.5% per annum.
·
On June 29, 2007, we entered into a venture (Cobalt) to invest $149.0 million in shares of common beneficial interest. Our investment gives us the right to a preferred dividend equal to 9% per annum.
·
On February 20, 2008, we and our partner agreed to revise certain terms of the joint venture known as Net Lease Strategic Assets Fund L.P. Under the revised terms, ten properties have been excluded from the ventures initial target portfolio. Consequently, the initial portfolio of properties now consists of forty-three primarily single-tenant net leased assets, referred to herein as the Initial Properties. The Initial Properties contain an aggregate of more than six million net rentable square feet. The venture has completed the acquisition of the Initial Properties and we have contributed approximately $216 million to the venture.
·
On July 9, 2008, we invested $100 million in Wakefield Capital, LLC (Wakefield). In exchange for a Series A Convertible Preferred Membership interest which entitles us to a 10.5% preferred dividend. Wakefield owns 117
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senior living properties containing 7,311 operating units/beds, one medical office building and a research campus totaling 313,204 square feet.
·
On August 2, 2008, we entered into a joint venture with Lex-Win Concord LLC. The joint venture, known as Concord Debt Holdings, LLC, was entered into with the purpose of originating and acquiring real estate securities and real estate related loans. Under the terms of the joint venture agreement, we had a total contribution commitment of up to $100 million over an eighteen month period to the venture in exchange for preferred membership interests. We are entitled to earn 10% preferred return on our investment.
Investments in Consolidated Developments
We have entered into certain development projects that are in various stages of pre-development and development. We fund cash needs for these development activities from our working capital and by borrowings secured by the properties. Specifically identifiable direct development and construction costs are capitalized, including, where applicable, salaries and related costs, real estate taxes and interest incurred in developing the property. These developments encompass the retail and multi-family sectors, as well as a correctional facility. In addition, we have purchased land and incurred pre-development costs of $89 million for an additional five multi-family projects. We will most likely not commence construction until construction financing becomes available at appropriate rates and terms, however it is still our intent to develop these projects.
The overall economic difficulties continue to impact the real estate industry and developments in particular. The current and projected slow-down in consumer spending has negatively impacted the retail environment and is causing many retailers to pull back from new leasing and expansion plans. While the overall retail sector will be negatively impacted, retail development will be particularly exposed. Our retail developments could experience longer lease-up timelines and future leasing could be at leasing rates less than originally underwritten.
The properties under development and all amounts set forth below are as of December 31, 2008. (Dollar amounts stated in thousands)
| Name | Location (City, State) | Property Type | Square Feet | Costs Incurred to Date ($) | Total Estimated Costs ($) (b) | Estimated Placed in Service Date (a) | Note Payable as of December 31, 2008 ($) | Percentage Pre-Leased as of December 31, 2008 (d) |
|---|---|---|---|---|---|---|---|---|
| Oak Park | Dallas, TX | Multi-family | 557,504 | 58,159 | 100,007 | Q2 2011 | 28,872 | 0% (e) |
| Cityville Carlisle | Dallas, TX | Multi-family | 211,512 | 9,544 | 40,775 | Q3 2010 | 6,377 | 0% (e) |
| Stone Creek | San Marcos, TX | Retail | 453,535 | 33,768 | 65,952 | (c) | 4,700 | 55% |
| Woodbridge | Wylie, TX | Retail | 511,282 | 24,138 | 65,806 | (c) | 3,700 | 43% |
| Hudson Correctional Facility | Hudson, CO | Correctional Facility | (f) | 29,593 | 100,000 | Q4 2009 | - | 100% |
| 1,733,833 | 155,202 | 372,540 | 43,649 |
(a)
The Estimated Placed in Service Date represents the date the certificate of occupancy is currently anticipated to be obtained. Subsequent to obtaining the certificate of occupancy, each property will go through a lease-up period.
(b)
The Total Estimated Costs represent 100% of the developments estimated costs, including the acquisition cost of the land and building, if any. The Total Estimated Costs are subject to change upon, or prior to, the completion of the development and include amounts required to lease the property.
(c)
Stone Creek and Woodbridge are retail shopping centers and development is planned to be completed in phases. As the construction and lease-up of individual phases are completed, the respective phase will be placed in service resulting in a range of estimated placed in service dates from third quarter 2008 to 2011. The occupancy presented includes anchor tenants for the project who own their respective square feet. We are not the managing partner of these developments.
(d)
The Percentage Pre-Leased represents the percentage of square feet leased of the total projected square footage of the entire development.
(e)
Leasing activities related to multi-family properties do not begin until six to nine months prior to the placed in service date.
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(f)
We are developing a $100 million correctional facility that is triple-net-leased for 10 years.
Investments in Marketable Securities
As part of our overall strategy, we may acquire REITs and other real estate operating companies and we may also invest in the marketable securities of other REIT entities. During 2008, we invested approximately $228.4 million in the marketable securities of real estate related investments, including REITs and commercial mortgage backed securities. As of December 31, 2008, we had an unrealized gain of $2.6 million on our marketable securities compared to an unrealized loss of $64.3 million at December 31, 2007. Subsequent to December 31, 2008, our investment in marketable securities has continued to experience declines. If our stock positions do not recover we may need to record additional impairments during the year ended 2009. These impairments are taken on investments where we determine that declines in the stock price of our marketable securities are other-than-temporary. Other-than-temporary impairments are not necessarily permanent, however any gains will only be realized upon sale. We view these as long term investments. A more detailed discussion of our equity price risk is discussed in Item 3, Quantitative and Qualitative Disclosures About Market Risk.
Notes Receivable
Our notes receivable balance was $480.8 million and $281.2 million as of December 31, 2008 and December 31, 2007, respectively, and consisted of installment notes from unrelated parties that mature on various dates through July 2012 and installment notes assumed in the Winston acquisition. The notes are secured by mortgages on land, shopping centers and hotel properties and guaranteed by the sponsors. Interest only is due each month at rates ranging from 3.26% to 10.09% per annum. For the years ended December 31, 2008 and 2007, we recorded interest income from notes receivable of $27.6 million and $18.4 million, respectively, which is included in the interest and dividend income on the Consolidated Statement of Operations.
One of our mortgage note receivable with an outstanding balance of $45 million was placed in default in the third quarter of 2008 and is currently on non-accrual status. No impairment was recognized because the fair value of the collateral is in excess of the outstanding note receivable balance. We did not recognize any interest income on this note receivable subsequent to June 30, 2008.
A portion of our notes receivable, totaling $216.8 million, is involved with the same sponsor and are secured by vacant land projected to be developed. If the developments are not completed and leased-up successfully, the sponsors who have guaranteed the loans could present a risk of non-payment on the notes.
Distributions
We declared cash distributions to our stockholders per weighted average number of shares outstanding during the period from January 1, 2008 to December 31, 2008 totaling $418.7 million or $.62 per share. These cash distributions were paid with $384.4 million from our cash flow from operations as well as $34.3 million provided from our financing activities, specifically from borrowings secured by our assets that were not otherwise used to fund property acquisitions for the year ended December 31, 2008.
On January 20, 2009, our board of directors voted unanimously to determine each monthly distribution rate on an adjustable basis, with a floor of $.50/share, which equates to a 5% annualized yield on a share purchase of $10. The distributions paid on February 12, 2009 and March 12, 2009, respectively, were paid at the rate of $0.50 per share on an annualized basis.
Financing Activities and Contractual Obligations
Stock Offering
Our initial offering of shares of common stock terminated as of the close of business on July 31, 2007. We had sold a total of 469,598,762 shares in the primary offering and approximately 9,720,991 shares pursuant to the offering of shares through the dividend reinvestment plan. A follow-on registration statement for an offering of up to 500,000,000 shares of common stock at $10.00 each and up to 40,000,000 shares at $9.50 each pursuant to our distribution reinvestment plan was declared effective by the SEC on August 1, 2007. Through December 31, 2008, we had sold a total of 295,766,881 shares in the follow-on offering and 31,843,240 shares pursuant to the offering of shares through the dividend
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reinvestment plan. Our total offering costs for both our initial and follow on-offering as of December 31, 2008 were approximately $800 million. On April 6, 2009, the Company will terminate the follow-on offering.
Share Repurchase Program
As of December 31, 2008, we had repurchased 12,355,867 shares for $115 million under the share repurchase program. Our board of directors voted to suspend the share repurchase program until further notice, effective March 30, 2009.
Borrowings
During 2008, we repaid $35.1 million of amounts borrowed against our portfolio of marketable securities. During the year ended December 31, 2007, we borrowed approximately $25.5 million against our portfolio of marketable securities. We borrowed approximately $1.6 billion secured by mortgages on our properties and paid approximately $11 million for loan fees to procure these mortgages for the year ended December 31, 2008. We borrowed approximately $1.6 billion secured by mortgages on our properties and paid approximately $18.6 million for loan fees to procure these mortgages for the year ended December 31, 2007.
We have entered into interest rate lock agreements with lenders to fix interest rates on mortgage debt on identified properties we own or expect to purchase in the future. These agreements require us to deposit certain amounts with the lenders. The deposits are applied as credits as the loans are funded. As of December 31, 2008, we had approximately $5.0 million of rate lock deposits outstanding. The agreements fixed interest rates ranging from 5.63% to 5.67% on approximately $40.2 million in principal.
Our interest rate risk is monitored using a variety of techniques, including periodically evaluating fixed interest rate quotes on all variable rate debt and the costs associated with converting the debt to fixed rate debt. Also, existing fixed and variable rate loans that are scheduled to mature in the next year or two are evaluated for possible early refinancing and or extension due to consideration given to current interest rates. The table below presents, on a consolidated basis, the principal amount, weighted average interest rates and maturity date (by year) on our mortgage debt as of December 31, 2008 (dollar amounts are stated in thousands).
| 2009 | 2010 | 2011 | 2012 | 2013 | Thereafter | |
|---|---|---|---|---|---|---|
| Maturing debt : | ||||||
| Fixed rate debt (mortgage loans) | 50,000 | 183,550 | 103,335 | 64,784 | 543,497 | 2,092,062 |
| Variable rate debt (mortgage loans) | 577,187 | 301,929 | 240,643 | 25,247 | 223,324 | - |
| Weighted average interest rate on debt: | ||||||
| Fixed rate debt (mortgage loans) | 6.75 | 5.05 | 5.19 | 5.69 | 5.69 | 5.74 |
| Variable rate debt (mortgage loans) | 3.60 | 3.59 | 3.27 | 2.94 | 2.78 | - |
The debt maturity excludes mortgage discounts associated with debt assumed at acquisition of which $5.9 million, net of accumulated amortization, is outstanding as of December 31, 2008.
We have entered into seven interest rate swap agreements that have converted $379.8 million of our mortgage loans from variable to fixed rates. The pay rates range from 1.86% to 4.75% with maturity dates from January 29, 2010 to March 27, 2013.
As of December 31, 2008, we had approximately $627 million and $485 million in mortgage debt maturing in 2009 and 2010, respectively. We are currently negotiating refinancing this debt with the existing lenders at terms that will most likely be at higher credit spreads and lower loan to value. We currently anticipate that we will be able to repay or refinance all of our debt on a timely basis, and believe we have adequate sources of funds to meet our short term cash needs. However, there can be no assurance that we can obtain such refinancing on satisfactory terms. Continued volatility
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in the capital markets could expose us to the risk of not being able to borrow on terms and conditions acceptable to us for future acquisitions or refinancings.
Summary of Cash Flows
| 2008 | 2007 | 2006 | |
|---|---|---|---|
| (In thousands) | |||
| Cash provided by operating activities | $ 384,365 | $ 263,420 | $ 65,883 |
| Cash used in investing activities | (2,484,825) | (4,873,404) | (1,552,014) |
| Cash provided by financing activities | 2,636,325 | 4,716,852 | 1,751,494 |
| Increase in cash and cash equivalents | 535,865 | 106,868 | 265,363 |
| Cash and cash equivalents, at beginning of period | 409,360 | 302,492 | 37,129 |
| Cash and cash equivalents, at end of period | $ 945,225 | $ 409,360 | $ 302,492 |
Cash provided by operating activities was $384 million, $263 million and $66 million for the years ended December 31, 2008, 2007 and 2006, respectively, and was generated primarily from operating income from property operations and interest and dividends. The increase in cash flows from the year ended December 31, 2008 was primarily due to the acquisition of 187 properties after December 31, 2007. The increase in cash flows in 2007 over the year ended December 31, 2006 was primarily due to the 624 properties acquired during the year ended December 31, 2007.
Cash used in investing activities was $2.5 billion, $4.9 billion and $1.6 billion for years ended December 31, 2008, 2007 and 2006, respectively. During the year ended December 31, 2008, cash was used primarily for purchases of investment properties, the RLJ portfolio and investment securities as well as used for funding of our unconsolidated joint ventures and notes receivable. We used less cash in our investing activities during the year ended December 31, 2008 than the year ended December 31, 2007 primarily due to the decrease in acquisitions from 624 in 2007 to 187 for the year ended December 31, 2008.
Cash provided by financing activities was $2.6 billion, $4.7 billion and $1.8 billion for the years ended December 31, 2008, 2007 and 2006, respectively. During the years ended December 31, 2008, 2007 and 2006, we generated proceeds from the sale of shares, net of offering costs paid and share repurchases, of approximately $2.2 billion, $3.4 billion and $1.4 billion, respectively. We generated approximately $35 million, $25 million and $34 million by borrowing against our portfolio of marketable securities for the years ended December 31, 2008, 2007 and 2006, respectively. We generated approximately $1.0 billion from borrowings secured by mortgages on our properties and paid approximately $11 million for loan fees to procure these mortgages for the year ended December 31, 2008. During the years ended December 31, 2007 and 2006, we generated approximately $1.6 billion and $605 million, respectively, from borrowings secured by mortgages on our properties and paid approximately $19 and $13 million, respectively, for loan fees to procure these mortgages. During the years ended December 31, 2008, 2007 and 2006, we paid approximately $406, $223 and $33 million, respectively, in distributions to our common stockholders. We also paid off mortgage debt in the amount of $139 and $20 million for the years ended December 31, 2008 and 2007. No mortgage debt was paid off in 2006.
We consider all demand deposits, money market accounts and investments in certificates of deposit and repurchase agreements with a maturity of six months or less, at the date of purchase, to be cash equivalents. We maintain our cash and cash equivalents at financial institutions. The combined account balances at one or more institutions 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. In February 2009, we transferred our cash into non-interest bearing accounts to qualify for FDIC insurance for cash balances greater than $250,000.
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Contractual Obligations
The table below presents, on a consolidated basis, obligations and commitments to make future payments under debt obligations (including interest), and lease agreements as of December 31, 2008 (dollar amounts are stated in thousands).
| Payments due by period | |||||
|---|---|---|---|---|---|
| Less than | More than | ||||
| Total | 1 year | 1-3 years | 3-5 years | 5 years | |
| Long-Term Debt Obligations | $ 6,209,755 | 834,974 | 1,489,231 | 1,212,443 | 2,673,107 |
| Ground Lease Payments | $ 56,361 | 990 | 3,016 | 3,157 | 49,198 |
We have acquired several properties subject to the obligation to pay the seller additional monies depending on the future leasing and occupancy of the property. These earnout payments are based on a predetermined formula. Each earnout agreement has a time limit regarding the obligation to pay any additional monies. If at the end of the time period, certain space has not been leased and occupied, we will not have any further obligation. Assuming all the conditions are satisfied, as of December 31, 2008, we would be obligated to pay as much as $37.4 million in the future as vacant space covered by these earnout agreements is occupied and becomes rent producing. The information in the above table does not reflect these contractual obligations.
As of December 31, 2008, we had outstanding commitments to purchase approximately $1.1 billion of real estate properties through 2009 and fund approximately $126 million into joint ventures. We intend on funding these acquisitions with cash on hand of approximately $945 million and financing from assuming debt related to some of the acquisitions in the amount above of $745 million.
As of December 31, 2008, we had commitments totaling $142.6 million for various development projects.
Off Balance Sheet Arrangements
Unconsolidated Real Estate Joint Ventures
Unconsolidated joint ventures are those where we are not the primary beneficiary of a VIE and we have substantial influence over but do not control the entity. We account for our interest in these ventures using the equity method of accounting. Our ownership percentage and related investment in each joint venture is summarized in the following table. (Dollar amounts stated in thousands).
| Joint Venture | Ownership % | |
|---|---|---|
| Net Lease Strategic Asset Fund L.P. | 85% | $ 201,798 |
| Cobalt Industrial REIT II | 24% | 66,217 |
| LIP Holdings, LLC | (a) | 185,983 |
| D.R. Stephens Institutional Fund, LLC | 90% | 76,258 |
| New Stanley Associates, LLLP | 60% | 9,368 |
| Chapel Hill Hotel Associates, LLC | 49% | 9,079 |
| Marsh Landing Hotel Associates, LLC | 49% | 4,934 |
| Jacksonville Hotel Associates, LLC | 48% | 2,322 |
| Inland CCC Homewood Hotel LLC | 83% | 4,143 |
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| Insurance Captive | 22% | 990 |
|---|---|---|
| L-Street Marketplace, LLC | 20% | 6,171 |
| Weber/Inland American Lewisville TC, LP | (b) | 8,016 |
| Concord Debt Holdings, LLC | (c) | 67,859 |
| Wakefield Capital, LLC | (d) | 97,267 |
| Skyport Hotels JV, LLC | (e) | 2,105 |
| $ | 742,510 |
(a)
We own 5% of the common stock and 100% of the preferred.
(b)
We are entitled to receive a preferred return equal to 11% per annum on the capital contribution.
(c)
We have contributed $76,000 to the venture in exchange for a 10% preferred membership interests in the venture.
(d)
We invested $100,000 in Wakefield Capital, LLC in exchange for a Series A Convertible Preferred Membership interest and are entitled to a 10.5% preferred dividend.
(e)
On July 11, 2008, we entered into a joint venture to develop two hotels with approximately 322 rooms in San Jose, California.
Seasonality
The lodging segment is seasonal in nature, reflecting higher revenue and operating income during the second and third quarters. This seasonality can be expected to cause fluctuations in our net property operations for the lodging segment. All of our other segments are not seasonal in nature.
Subsequent Events
On January 20, 2009, our board of directors voted unanimously to determine each monthly distribution rate on an adjustable basis, with a floor of $.50/share, which equates to a 5% annualized yield on a share purchase of $10.
We paid distributions to our stockholders of $.05167 per share totaling $40.8 million in January 2009, $.04167 per share totaling $33.1 million in February 2009 and $.04167 per share totaling $33 million in March 2009.
Effective March 30, 2009, our board of directors has voted to suspend our share repurchase program until further notice, therefore temporarily eliminating stockholders ability to have us repurchase their shares and preventing stockholders from liquidating their investment.
Effective April 6, 2009, we have elected to terminate our follow-on offering.
On February 24, 2009, we purchased 35,000 Inland Real Estate Corporation (IRC) convertible bonds for $25 million with a face value of $35 million from an unaffiliated third party. The bonds are each convertible into 48.2824 shares of IRC common stock, for a total of 1,689,884 potential shares of IRC.
On February 26, 2009, we acquired a pool of commercial mortgage-backed securities (CMBS) with a face value of approximately $5 million for $2.2 million. The securities in this pool of CMBS consist of Class A-MFX bonds, which accrue interest at a coupon rate of 12.1822% per annum and have a weighted average life of seven years.
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On January 6, 2009, we were granted a third board seat of five on the LIP Holdings, LLC (Lauth) joint venture.
The mortgage debt financings obtained subsequent to December 31, 2008, are detailed in the table below.
| Property | Date of Financing | Approximate Amount of Loan ($) | Interest Per Annum | Maturity Date |
|---|---|---|---|---|
| United Healthcare Cypress | 1/15/09 | 22,000 | LIBOR + 280 bps | 1/13/12 |
| Brazos Ranch | 1/21/09 | 15,246 | 5.67% | 2/1/14 |
| Sanofi-aventis | 1/28/09 | 190,000 | 5.75% | 12/6/15 |
| Fultondale Promenade | 2/2/09 | 16,870 | 5.6% | 2/1/14 |
| Pavilions at La Quinta | 2/18/09 | 23,976 | LIBOR + 185 bps | 4/28/12 |
| Dothan Pavilion | 2/18/09 | 37,165 | LIBOR + 170 bps | 12/18/12 |
| Macquarie Pool II | 3/25/09 | 36,730 | 4.44%-5.05% | 5/1/2010-12/08/11 |
Brazos Ranch: On January 13, 2009, we purchased the Brazos Ranch Apartments for $27.7 million. The complex consists of 308 units and is located in Rosenberg, Texas.
Macquarie: On January 14, 2009 we purchased Pool I of the Macquarie Portfolio for $71.1 million. The portfolio consists of seven retail assets and encompasses 588,522 square feet. It was a cash purchase, with no debt assumed.
Sanofi-aventis: On January 28, 2009, we purchased the Sanofi Portfolio for $230 million. The portfolio consists of three office buildings that house the Sanofi-aventis corporate headquarters. It encompasses 736,572 square feet. Cash was paid in the amount of $42 million (combination of acquisition and earnest money), and debt of $190 million was assumed on the property. The debt is a non-recourse loan, interest only at a rate of 5.75% for 7 years. It matures on December 7, 2015.
Alcoa Exchange Phase II: On January 29, 2009, we closed on the Alcoa Exchange II property located in Benton, Arkansas for $7.3 million. The property consists of two big tenants, Best Buy and Petco and encompasses 43,750 square feet.
Fultondale Promenade: On February 2, 2009, we closed on the Fultondale Promenade, a retail center located in Birmingham, Alabama for $30.7 million. The property is made of 28 tenant sites and consists of 249,554 square feet. The seller financed $16.9 million of the purchase price at 5.6% over 5 years.
Pavilion at La Quinta: On February 18, 2009, we closed on the Pavilion at La Quinta, a retail shopping center located in La Quinta, California for $41.2 million. The property consists of 166,099 square feet. We assumed a loan of $23.98 million, with an interest rate of LIBOR + 185 basis points, or 2.3% as of the closing date.
Dothan Pavilion: On February 18, 2009, we closed on the Dothan Pavilion, a retail shopping center located in Dothan, Alabama for $42.6 million. It consists of 327,534 square feet. We assumed a loan of $37.2 million at an interest rate of LIBOR + 170 basis points, which was 2.15% as of the closing date.
Macquarie: Between March 25 and 27, 2009, we purchased Pool II of the Macquarie Portfolio for $61.5 million. The portfolio consists of five retail assets and consists of 519,074 square feet. We assumed debt of $36.7 million on three of the four properties, with rates ranging from 4.44% to 5.05%. Cash was paid for the fifth property.
Cambria Suites, 325 W. 33 rd Street NYC: On January 23, 2009, we extended the note on this property through December 31, 2009. We adjusted the rate from 8.35% to 9% on the outstanding principal of $16.9 million.
Quantitative and Qualitative Disclosures About Market Risk
We are subject to market risk associated with changes in interest rates both in terms of variable-rate debt and the price of new fixed-rate debt upon maturity of existing debt and for acquisitions. We are also subject to market risk associated with our marketable securities investments.
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Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. If market rates of interest on all of the floating rate debt permanently increased by 1%, the increase in interest expense on the floating rate debt would decrease future earnings and cash flows by approximately $14.0 million. If market rates of interest on all of the floating rate debt permanently decreased by 1%, the decrease in interest expense on the floating rate debt would increase future earnings and cash flows by approximately $14.0 million.
With regard to variable rate financing, we assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We maintain risk management control systems to monitor interest rate cash flow risk attributable to both of our outstanding or forecasted debt obligations as well as our potential offsetting hedge positions. The risk management control systems involve the use of analytical techniques, including cash flow sensitivity analysis, to estimate the expected impact of changes in interest rates on our future cash flows.
We monitor interest rate risk using a variety of techniques, including periodically evaluating fixed interest rate quotes on all variable rate debt and the costs associated with converting the debt to fixed rate debt. Also, existing fixed and variable rate loans that are scheduled to mature in the next year or two are evaluated for possible early refinancing and or extension due to consideration given to current interest rates. The table below presents mortgage debt principal amounts and weighted average interest rates by year and expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes (dollar amounts are stated in thousands).
| 2009 | 2010 | 2011 | 2012 | 2013 | Thereafter | Total | |
|---|---|---|---|---|---|---|---|
| Maturing debt : | |||||||
| Fixed rate debt (mortgage loans) | 50,000 | 183,550 | 103,335 | 64,784 | 543,497 | 2,092,062 | 3,037,228 |
| Variable rate debt (mortgage loans) | 577,187 | 301,929 | 240,643 | 25,247 | 223,324 | - | 1,368,330 |
| Weighted average interest rate on debt: | |||||||
| Fixed rate debt (mortgage loans) | 6.75 | 5.05 | 5.19 | 5.69 | 5.69 | 5.74 | 5.68 |
| Variable rate debt (mortgage loans) | 3.60 | 3.59 | 3.27 | 2.94 | 2.78 | - | 3.40 |
The debt maturity excludes mortgage discounts associated with debt assumed at acquisition of which $5.9 million, net of accumulated amortization, is outstanding as of December 31, 2008.
We may use derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our properties. To the extent we do, we are exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, it does not possess credit risk. It is our policy to enter into these transactions with the same party providing the financing. In the alternative, we will seek to minimize the credit risk in derivative instruments by entering into transactions with what we believe are high-quality counterparties. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.
We have, and may in the future enter into, derivative positions that do not qualify for hedge accounting treatment. If these derivatives do not qualify for hedge accounting treatment, the gains or losses resulting from their mark-to-market at the end of each reporting period are recognized as an increase or decrease in interest expense on our consolidated statements of income. In addition, we are, and may in the future be, subject to additional expense based on the notional amount of the derivative positions and a specified spread over LIBOR. During 2007, we recognized losses of approximately $1.46 million from these positions.
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Equity Price Risk
We are exposed to equity price risk as a result of our investments in marketable equity securities. Equity price risk changes as the volatility of equity prices changes or the values of corresponding equity indices change.
Other than temporary impairments were $246.1 million and $21.7 million for the year ended December 31, 2008 and 2007, respectively. The overall stock market and REIT stocks have declined since mid-2007, including our REIT stock investments, which have resulted in our recognizing impairments. We believe that our investments will continue to generate dividend income and, if the REIT market recovers, we could continue to recognize gains on sale. However, due to general economic and credit market uncertainties it is difficult to project where the REIT market and our portfolio value will be in 2009. If our stock positions do not recover in 2009, we could take additional impairment losses, which could be material to our operations.
While it is difficult to project what factors may affect the prices of equity sectors and how much the effect might be, the table below illustrates the impact of a ten percent increase and a ten percent decrease in the price of the equities held by us would have on the value of the total assets and the book value of the Company as of December 31, 2008. (dollar amounts stated in thousands)
| Cost | Fair Value | Hypothetical 10% Decrease in — Market Value | Hypothetical 10% Increase in — Market Value | |
|---|---|---|---|---|
| Marketable securities | 495,807 | 229,149 | 206,233 | 252,064 |
Derivatives
The following table summarizes our interest rate swap contracts outstanding as of December 31, 2008 (dollar amounts stated in thousands):
| Date Entered | Effective Date | End Date | Pay Fixed Rate | Receive Floating Rate Index | Notional Amount | Fair Value of December 31, 2008 (1) |
|---|---|---|---|---|---|---|
| November 16,2007 | November 20, 2007 | April 1, 2011 | 4.45% | 1 month LIBOR | 24,425 | (1,691) |
| February 6, 2008 | February 6, 2008 | January 29, 2010 | 4.39% | 1 month LIBOR | 200,000 | (3,705) |
| March 28, 2008 | March 28, 2008 | March 27, 2013 | 3.32% | 1 month LIBOR | 33,062 | (1,925) |
| March 28, 2008 | March 28, 2008 | March 31, 2011 | 2.81% | 1 month LIBOR | 50,000 | (1,660) |
| March 28, 2008 | March 28, 2008 | March 27, 2010 | 2.40% | 1 month LIBOR | 35,450 | (634) |
| December 12, 2008 | January 1, 2009 | December 12, 2011 | (2) | (2) | 20,245 | 21 |
| December 23, 2008 | January 5, 2009 | December 22, 2011 | 1.86% | 1 month LIBOR | 16,637 | (159) |
| 379,819 | (9,753) |
| (1) The fair value was determined by a discounted cash flow model based on changes in interest rates. |
|---|
| (2) Interest rate CAP at 4.75%. |
We and MB REIT entered into a put/call agreement as a part of the MB REIT transaction. This agreement is considered a derivative instrument and is accounted for pursuant to SFAS No. 133. Derivatives are required to be recorded on the balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. The fair value of the put/call agreement is estimated using the Black-Scholes model.
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation)
Consolidated Financial Statements and Supplementary Data
| Index | Page |
|---|---|
| Report of Independent Registered Public Accounting Firm | 38 |
| Financial Statements: | |
| Consolidated Balance Sheets at December 31, 2008 and 2007 | 39 |
| Consolidated Statements of Operations and Other Comprehensive Income for the years ended December 31, 2008, 2007 and 2006 | 40 |
| Consolidated Statement of Stockholders Equity for the years ended December 31, 2008, 2007 and 2006 | 42 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006 | 44 |
| Notes to Consolidated Financial Statements | 47 |
| Real Estate and Accumulated Depreciation (Schedule III) | 84 |
Schedules not filed:
All schedules other than the one listed in the Index have been omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.
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Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Inland American Real Estate Trust, Inc.:
We have audited the accompanying consolidated balance sheets of Inland American Real Estate Trust, Inc. and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of operations and other comprehensive income, stockholders equity, and cash flows for each of the years in the three-year period ended December 31, 2008. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule III. These consolidated financial statements and financial statement schedule are the responsibility of the management of Inland American Real Estate Trust, Inc. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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 financial position of Inland American Real Estate Trust, Inc. and subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ KPMG LLP
Chicago, Illinois
March 30, 2009
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INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Consolidated Balance Sheets
(Dollar amounts in thousands)
| Assets | ||
|---|---|---|
| Assets: | ||
| Investment properties: | ||
| Land | $ 1,481,920 | $ 1,162,281 |
| Building and other improvements | 6,735,022 | 5,004,809 |
| Construction in progress | 318,440 | 204,218 |
| Total | 8,535,382 | 6,371,308 |
| Less accumulated depreciation | (406,235) | (160,046) |
| Net investment properties | 8,129,147 | 6,211,262 |
| Cash and cash equivalents | 945,225 | 409,360 |
| Restricted cash and escrows (Note 2) | 72,704 | 42,161 |
| Investment in marketable securities (Note 5) | 229,149 | 248,065 |
| Investment in unconsolidated entities (Note 1) | 742,510 | 482,876 |
| Accounts and rents receivable (net of allowance of $3,064 and $1,069) | 70,212 | 47,527 |
| Notes receivable (Note 4) | 480,774 | 281,221 |
| Due from related parties (Note 3) | 750 | 1,026 |
| Intangible assets, net (Note 2) | 383,509 | 352,106 |
| Deferred costs, net | 45,323 | 51,869 |
| Other assets (Note 1) | 34,585 | 80,733 |
| Deferred tax asset | 2,978 | 3,552 |
| Total assets | $ 11,136,866 | $ 8,211,758 |
| Liabilities and Stockholders Equity | ||
| Liabilities: | ||
| Mortgages, notes and margins payable (Note 8) | $ 4,437,997 | $ 3,028,647 |
| Accounts payable and accrued expenses | 49,305 | 58,436 |
| Distributions payable | 40,777 | 28,008 |
| Accrued real estate taxes | 31,371 | 24,636 |
| Advance rent and other liabilities | 82,568 | 60,748 |
| Intangible liabilities, net (Note 2) | 43,722 | 40,556 |
| Other financings (Note 1) | 47,762 | 61,665 |
| Due to related parties (Note 3) | 4,607 | 5,546 |
| Deferred income tax liability | 1,470 | 1,506 |
| Total liabilities | 4,739,579 | 3,309,748 |
| Commitments and contingencies (Note 13) | ||
| Minority interests (Note 1) | 284,725 | 287,915 |
| Stockholders equity: | ||
| Preferred stock, $.001 par value, 40,000,000 shares authorized, none outstanding | - | - |
| Common stock, $.001 par value, 1,460,000,000 shares authorized, 794,574,007 and 548,168,989 shares issued and outstanding | 795 | 548 |
| Additional paid in capital (net of offering costs of $800,019 and $557,122, of which $762,612 and $530,522 was paid or accrued to affiliates | 7,129,945 | 4,905,710 |
| Accumulated distributions in excess of net income (loss) | (1,011,757) | (227,885) |
| Accumulated other comprehensive income (loss) | (6,421) | (64,278) |
| Total stockholders equity | 6,112,562 | 4,614,095 |
| Total liabilities and stockholders equity | $ 11,136,866 | $ 8,211,758 |
See accompanying notes to the consolidated financial statements.
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Consolidated Statements of Operations and Other Comprehensive Income (Dollar amounts in thousands, except per share amounts)
| December 31, 2008 | December 31, 2007 | December 31, 2006 | |
|---|---|---|---|
| Income: | |||
| Rental income | $ 418,282 | $ 280,736 | $ 98,419 |
| Tenant recovery income | 70,607 | 55,192 | 21,547 |
| Other property income | 30,265 | 16,416 | 3,236 |
| Lodging income | 531,584 | 126,392 | - |
| Total income | 1,050,738 | 478,736 | 123,202 |
| Expenses: | |||
| General and administrative expenses to related parties | 9,651 | 6,412 | 4,318 |
| General and administrative expenses to non-related parties | 24,436 | 13,054 | 3,295 |
| Property and lodging operating expenses to related parties | 19,753 | 14,328 | 4,850 |
| Property operating expenses to non- related parties | 64,861 | 45,350 | 16,101 |
| Lodging operating expenses | 313,939 | 75,412 | - |
| Real estate taxes | 71,142 | 39,665 | 11,840 |
| Depreciation and amortization | 320,792 | 174,163 | 49,681 |
| Provision for asset impairment | 33,809 | - | - |
| Provision for goodwill impairment | 11,199 | - | - |
| Business manager management fee | 18,500 | 9,000 | 2,400 |
| Total expenses | 888,082 | 377,384 | 92,485 |
| Operating income | $ 162,656 | $ 101,352 | $ 30,717 |
| Interest and dividend income | 81,274 | 84,288 | 22,164 |
| Other income (loss) | 211 | (2,145) | (28) |
| Interest expense | (231,822) | (108,060) | (31,553) |
| Gain on extinguishment of debt | 7,760 | - | - |
| Equity in earnings (loss) of unconsolidated entities | (46,108) | 4,477 | 1,903 |
| Impairment of investment in unconsolidated entities | (61,993) | (10,084) | - |
| Realized gain (loss) and impairment on securities, net | (262,105) | (2,466) | 4,096 |
| Income (loss) before income taxes and minority interest | $ (350,127) | $ 67,362 | $ 27,299 |
| Income tax expense (Note 10) | (6,124) | (2,093) | (1,393) |
| Minority interests | (8,927) | (9,347) | (24,010) |
| Net income (loss) applicable to common shares | $ (365,178) | $ 55,922 | $ 1,896 |
See accompanying notes to the consolidated financial statements.
-40-
INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Consolidated Statements of Operations and Other Comprehensive Income (Dollar amounts in thousands, except per share amounts)
| December 31, 2008 | December 31,2007 | December 31, 2006 | |
|---|---|---|---|
| Other comprehensive income (loss): | |||
| Unrealized gain (loss) on investment securities | (195,194) | (87,214) | 24,384 |
| Reversal of unrealized (gain) loss to realized gain (loss) on investment securities | 262,105 | 2,466 | (4,096) |
| Unrealized gain (loss) on derivatives | (9,054) | - | - |
| Comprehensive income (loss) | $ (307,321) | $ (28,826) | $ 22,184 |
| Net income (loss) available to common shareholders per common share, basic and diluted (Note 12) | $ (0.54) | $ .14 | $ .03 |
| Weighted average number of common shares outstanding, basic and diluted | 675,320,438 | 396,752,280 | 68,374,630 |
See accompanying notes to the consolidated financial statements.
-41-
INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Consolidated Statements of Stockholders Equity
(continued)
(Dollar amounts in thousands)
For the years ended December 31, 2008, 2007 and 2006
| Balance at January 1, 2006 | Number of Shares — 9,873,834 | $ 10 | $ 86,410 | $ (1,919) | $ 182 | $ 84,683 |
|---|---|---|---|---|---|---|
| Net income applicable to common shares | - | - | - | 1,896 | - | 1,896 |
| Unrealized gain on investment securities | - | - | - | - | 24,384 | 24,384 |
| Reversal of unrealized (gain) loss to realized gain (loss) on investment securities | - | - | - | - | (4,096) | (4,096) |
| Distributions declared | - | - | - | (41,178) | - | (41,178) |
| Proceeds from offering | 156,569,365 | 157 | 1,562,073 | - | - | 1,562,230 |
| Offering costs | - | (164,865) | - | - | (164,865) | |
| Proceeds from distribution reinvestment program | 2,202,357 | 2 | 20,920 | - | - | 20,922 |
| Shares repurchased | (25,406) | - | (235) | - | - | (235) |
| Issuance of stock options and discounts on shares issued to affiliates | - | - | 200 | - | - | 200 |
| Balance at December 31, 2006 | 168,620,150 | $ 169 | $ 1,504,503 | $ (41,201) | $ 20,470 | $ 1,483,941 |
| Net income applicable to common shares | - | - | - | 55,922 | - | 55,922 |
| Unrealized loss on investment securities | - | - | - | - | (87,214) | (87,214) |
| Reversal of unrealized (gain) loss to realized gain (loss) on investment securities | - | - | - | - | 2,466 | 2,466 |
| Distributions declared | - | - | - | (242,606) | - | (242,606) |
| Proceeds from offering | 366,968,611 | 364 | 3,659,182 | - | - | 3,659,546 |
| Offering costs | - | - | (379,110) | - | - | (379,110) |
| Proceeds from distribution reinvestment program | 13,869,258 | 16 | 131,748 | - | - | 131,764 |
| Shares repurchased | (1,289,030) | (1) | (11,924) | - | - | (11,925) |
| Issuance of stock options and discounts on shares issued to affiliates | - | - | 1,311 | - | - | 1,311 |
| Balance at December 31, 2007 | 548,168,989 | $ 548 | $ 4,905,710 | $ (227,885) | $ (64,278) | $ 4,614,095 |
See accompanying notes to the consolidated financial statements.
-42-
INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Consolidated Statements of Stockholders Equity
(continued)
(Dollar amounts in thousands)
For the years ended December 31, 2008, 2007 and 2006
| Balance at December 31, 2007 | Number of Shares — 548,168,989 | $ 548 | $ 4,905,710 | $ (227,885) | $ (64,278) | $ 4,614,095 |
|---|---|---|---|---|---|---|
| Net loss applicable to common shares | - | - | - | (365,178) | - | (365,178) |
| Unrealized gain (loss) on investment securities | - | - | - | - | (195,194) | (195,194) |
| Reversal of unrealized (gain) loss to realized gain (loss) on investment securities | - | - | - | - | 262,105 | 262,105 |
| Unrealized gain (loss) on derivatives | - | - | - | - | (9,054) | (9,054) |
| Distributions declared | - | - | - | (418,694) | - | (418,694) |
| Proceeds from offering | 231,961,443 | 232 | 2,327,910 | - | - | 2,328,142 |
| Offering costs | - | - | (242,897) | - | - | (242,897) |
| Proceeds from distribution reinvestment program | 25,485,006 | 26 | 242,087 | - | - | 242,113 |
| Shares repurchased | (11,041,431) | (11) | (102,993) | - | - | (103,004) |
| Issuance of stock options and discounts on shares issued to affiliates | - | - | 128 | - | - | 128 |
| Balance at December 31, 2008 | 794,574,007 | $ 795 | $ 7,129,945 | $ (1,011,757) | $ (6,421) | $ 6,112,562 |
See accompanying notes to the consolidated financial statements.
-43-
INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Consolidated Statements of Cash Flows
(Dollar amounts in thousands)
| December 31, 2008 | December 31, 2007 | December 31, 2006 | |
|---|---|---|---|
| Cash flows from operations: | |||
| Net income (loss) applicable to common shares | $ (365,178) | $ 55,922 | $ 1,896 |
| Adjustments to reconcile net income (loss) applicable to common shares to net cash provided by operating activities: | |||
| Depreciation | 249,195 | 121,063 | 36,231 |
| Amortization | 71,597 | 53,100 | 13,029 |
| Amortization of loan fees | 9,730 | 5,305 | 546 |
| Amortization on acquired above market leases | 2,777 | 2,558 | 574 |
| Amortization on acquired below market leases | (5,185) | (2,714) | (977) |
| Amortization of mortgage discount/premium | 1,689 | 1,356 | 294 |
| Amortization of note receivable discount | (3,208) | - | - |
| Amortization of above/below market ground lease | 132 | - | - |
| Provision for asset impairment | 33,809 | - | - |
| Provision for goodwill impairment | 11,199 | - | - |
| Straight-line rental income | (17,457) | (12,764) | (4,588) |
| Straight-line rental expense | 179 | 75 | 66 |
| Extinguishment of debt | (7,760) | - | - |
| Other expense (income) | (211) | 80 | 435 |
| Minority interests | 8,927 | 9,347 | 24,010 |
| Equity in loss (earnings) of unconsolidated entities | 46,108 | (4,477) | (778) |
| Distributions from unconsolidated entities | 2,522 | 7,529 | - |
| Impairment of investment in unconsolidated entities | 61,993 | 10,084 | - |
| Discount on shares issued to affiliates | 128 | 1,311 | 200 |
| Realized (gain) loss on investments in securities | 15,941 | (19,280) | (4,096) |
| Impairment of investments in securities | 246,164 | 21,746 | - |
| Changes in assets and liabilities: | |||
| Accounts and rents receivable | 542 | (17,641) | (8,606) |
| Accounts payable and other liabilities | 4,585 | 36,592 | 5,519 |
| Other assets | 2,987 | (10,392) | (3,518) |
| Accrued real estate taxes | 3,334 | (3,484) | 6,905 |
| Prepaid rental and recovery income | 8,954 | 7,991 | (2,652) |
| Due to related parties | 908 | - | - |
| Deferred income tax liability | (36) | 113 | 1,393 |
| Net cash flows provided by operating activities | 384,365 | 263,420 | 65,883 |
| Cash flows from investing activities: | |||
| Purchase of Winston Hotels | - | (532,022) | - |
| Purchase of Apple Five | - | (617,175) | - |
| Purchase of RLJ Hotels | (503,065) | - | - |
| Purchase of investment securities | (228,411) | (266,950) | (131,470) |
| Sale of investment securities | 47,464 | 75,115 | 36,941 |
| Restricted escrows | (41,446) | 2,453 | 12,341 |
| Rental income under master leases | 484 | 576 | 245 |
| Acquired in-place lease intangibles | (55,301) | (186,112) | (173,261) |
| Tenant improvement payable | (184) | (2,196) | (2,754) |
| Purchase of investment properties | (981,183) | (2,423,853) | (1,235,124) |
| Capital expenditures and tenant improvements | (83,918) | (24,795) | (470) |
| Acquired above market leases | (490) | (6,898) | (8,663) |
See accompanying notes to the consolidated financial statements.
-44-
INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Consolidated Statements of Cash Flows
(continued)
(Dollar amounts in thousands)
| December 31, 2008 | December 31, 2007 | December 31, 2006 | |
|---|---|---|---|
| Acquired below market leases | 2,696 | 22,270 | 18,918 |
| Investment in development projects | (137,187) | (196,628) | - |
| Sale of investment properties | 27,659 | - | - |
| Investment in unconsolidated entities | (411,961) | (448,727) | (11,224) |
| Distributions from unconsolidated entities | 41,704 | ||
| Payment of leasing fees and franchise fees | (3,693) | (3,262) | (91) |
| Funding of notes receivable | (218,733) | (230,243) | (53,152) |
| Payoff of notes receivable | 22,388 | 19,326 | - |
| Acquisition of joint venture interest | (10,823) | - | - |
| Other assets | 49,175 | (54,283) | (4,250) |
| Net cash flows used in investing activities | (2,484,825) | (4,873,404) | (1,552,014) |
| Cash flows from financing activities: | |||
| Proceeds from offering | 2,328,142 | 3,659,546 | 1,562,233 |
| Proceeds from the dividend reinvestment program | 242,113 | 131,764 | 20,919 |
| Shares repurchased | (103,004) | (11,925) | (235) |
| Payment of offering costs | (246,777) | (379,418) | (160,089) |
| Proceeds from mortgage debt and notes payable | 1,021,844 | 1,566,482 | 604,566 |
| Payoffs of mortgage debt | (138,707) | (20,194) | - |
| Principal payments of mortgage debt | (3,375) | (929) | (794) |
| Proceeds (payoff) from margin securities debt | (35,113) | 25,529 | 33,833 |
| Payment of loan fees and deposits | (11,032) | (18,618) | (13,033) |
| Distributions paid | (405,925) | (222,697) | (33,394) |
| Distributions paid to minority interests | (12,117) | (11,050) | (29,658) |
| Due from related parties | 276 | (938) | 363 |
| Due to related parties | - | (700) | (6,258) |
| Proceeds of issuance of preferred shares and common shares MB REIT | - | - | 40,125 |
| Redemption of preferred shares - MB REIT | - | - | (264,003) |
| Sponsor advances | - | - | (3,081) |
| Net cash flows provided by financing activities | 2,636,325 | 4,716,852 | 1,751,494 |
| Net increase in cash and cash equivalents | 535,865 | 106,868 | 265,363 |
| Cash and cash equivalents, at beginning of period | 409,360 | 302,492 | 37,129 |
| Cash and cash equivalents, at end of period | $ 945,225 | $ 409,360 | $ 302,492 |
| Supplemental disclosure of cash flow information: | |||
| Purchase of investment properties | $ (1,131,748) | $ (2,593,881) | (1,535,356) |
| Tenant improvement liabilities assumed at acquisition | 112 | 1,212 | 4,632 |
| Real estate tax liabilities assumed at acquisition | 1,308 | 13,069 | 529 |
| Security deposit liabilities assumed at acquisition | 552 | 1,331 | 900 |
| Assumption of mortgage debt at acquisition | 147,423 | 137,210 | 245,375 |
See accompanying notes to the consolidated financial statements.
-45-
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Consolidated Statements of Cash Flows
(continued)
(Dollar amounts in thousands)
| December 31, 2008 | December 31, 2007 | December 31, 2006 | |
|---|---|---|---|
| Mortgage discount/premium recorded at acquisition | 205 | 2,128 | (3,814) |
| Asset retirement obligation liability recorded at acquisition | - | - | 8,919 |
| Assumption of lender held escrows at acquisition | - | 1,175 | (4,047) |
| Other assets recorded at acquisition | - | - | (24) |
| Other financings | 965 | 13,903 | 47,762 |
| (981,183) | (2,423,853) | (1,235,124) | |
| Purchase of Winston Hotels | - | (843,137) | - |
| Assumption of mortgage debt at acquisition | - | 209,952 | - |
| Assumption of minority interest at acquisition | - | 1,320 | - |
| Cash assumed at acquisition | - | 65,978 | - |
| Net liabilities assumed at acquisition | - | 33,865 | - |
| - | (532,022) | - | |
| Purchase of Apple Five | - | (699,345) | - |
| Cash assumed at acquisition | - | 78,898 | - |
| Net liabilities assumed at acquisition | - | 3,272 | - |
| - | (617,175) | - | |
| Purchase of RLJ Hotels | (932,200) | - | - |
| Assumption of mortgage debt at acquisition | 426,654 | - | - |
| Liabilities assumed at acquisition | 2,481 | - | - |
| (503,065) | - | - | |
| Cash paid for interest, net capitalized interest of $7,032 and $2,488 for 2008 and 2007 | $ 219,419 | $ 99,553 | $ 30,462 |
| Supplemental schedule of non-cash investing and financing activities: | |||
| Distributions payable | $ 40,777 | $ 28,008 | $ 8,099 |
| Accrued offering costs payable | $ 1,201 | $ 5,081 | $ 5,389 |
| Write off of in-place lease intangibles, net | $ 6,258 | $ 2,136 | $ 411 |
| Write off of building and other improvements | $ - | $ - | $ 180 |
| Write off of above market lease intangibles, net | $ 326 | $ 186 | $ - |
| Write off of below market lease intangibles, net | $ 2,324 | $ 40 | $ - |
| Write off of loan fees, net | $ 51 | $ 39 | $ - |
| Write off leasing commissions, net | $ 36 | $ - | $ - |
See accompanying notes to the consolidated financial statements.
-46-
INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
(1) Organization
Inland American Real Estate Trust, Inc. (the Company) was formed on October 4, 2004 (inception) to acquire and manage a diversified portfolio of commercial real estate, primarily retail properties and multi-family (both conventional and student housing), office, industrial and lodging properties, located in the United States and Canada. The Business Management Agreement (the Agreement) provides for Inland American Business Manager & Advisor, Inc. (the Business Manager), an affiliate of the Companys sponsor, to be the business manager to the Company. On August 31, 2005, the Company commenced an initial public offering (the Initial Offering) of up to 500,000,000 shares of common stock (Shares) at $10.00 each and the issuance of 40,000,000 shares at $9.50 per share available to be distributed pursuant to the Companys distribution reinvestment plan. On August 1, 2007, the Company commenced a second public offering (the Second Offering) of up to 500,000,000 shares of common stock at $10.00 per share and up to 40,000,000 shares at $9.50 per share available to be distributed through the Companys distribution reinvestment plan.
The Company is qualified and has elected to be taxed as a real estate investment trust (REIT) under the Internal Revenue Code of 1986, as amended, for federal income tax purposes commencing with the tax year ended December 31, 2005. Since the Company qualifies for taxation as a REIT, the Company generally will not be subject to federal income tax on taxable income that is distributed to stockholders. A REIT is subject to a number of organizational and operational requirements, including a requirement that it currently distributes at least 90% of its REIT taxable income (subject to certain adjustments) to its stockholders. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, the Company will be subject to federal and state income tax on its taxable income at regular corporate tax rates. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property, or net worth and federal income and excise taxes on its undistributed income.
The Company has elected to treat certain of its consolidated subsidiaries, and may in the future elect to treat newly formed subsidiaries, as taxable REIT subsidiaries pursuant to the Internal Revenue Code. Taxable REIT subsidiaries may participate in non-real estate related activities and/or perform non-customary services for tenants and are subject to federal and state income tax at regular corporate tax rates. The Companys hotels are leased to certain of the Companys taxable REIT subsidiaries. Lease revenue from these taxable REIT subsidiaries and its wholly-owned subsidiaries is eliminated in consolidation.
The accompanying Consolidated Financial Statements include the accounts of the Company, as well as all wholly owned subsidiaries and consolidated joint venture investments. Wholly owned subsidiaries generally consist of limited liability companies (LLCs) and limited partnerships (LPs). The effects of all significant intercompany transactions have been eliminated.
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
Consolidated entities
Minto Builders (Florida), Inc.
On October 11, 2005, the Company entered into a joint venture with Minto (Delaware), LLC, or Minto Delaware who owned all of the outstanding equity of Minto Builders (Florida), Inc. (MB REIT) prior to October 11, 2005. Pursuant to the terms of the purchase agreement, the Company purchased 920,000 shares of common stock of MB REIT at a price of $1,276 per share for a total investment of approximately $1,172,000 in MB REIT. MB REIT is not considered a Variable Interest Entity (VIE) as defined in FASB Interpretation No. 46R (Revised 2003): Consolidation of Variable Interest Entities - An Interpretation of ARB No. 51 (FIN 46(R)), however the Company has a controlling financial interest in MB REIT, has the direct ability to make major decisions for MB REIT through its voting interests, and holds key management positions in MB REIT. Therefore this entity is consolidated by the Company and the outside ownership interests are reflected as minority interests in the accompanying consolidated financial statements.
A put/call agreement that was entered into by the Company and MB REIT as a part of the MB REIT transaction on October 11, 2005 grants Minto (Delaware), LLC, referred to herein as MD, certain rights to sell its shares of MB REIT stock back to MB REIT. The agreement is considered a free standing financial instrument and is accounted for pursuant to Statement of Financial Accounting Standard No. 150 Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity (Statement 150) and Statement of Financial Accounting Standards No. 133 Accounting for Derivative Financial Instruments and Hedging Activities (Statement 133). Derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. This derivative was not designated as a hedge and the change in fair value is recorded in other income (loss) in the accompanying consolidated statements of operations and other comprehensive income.
Utley Residential Company L.P.
On May 18, 2007, the Companys wholly-owned subsidiary, Inland American Communities Group, Inc. (Communities), purchased certain assets of Utley Residential Company L.P. related to the development of conventional and student housing for approximately $23,100, including rights to its existing development projects. The Company paid $13,100 at closing and $5,000 on June 5, 2008 as a result of Utley presenting $360,000 in developments meeting certain investment criteria.
Consolidated Developments
The Company has ownership interests in three consolidated development joint ventures. Village at Stonebriar, LLC is a retail shopping center development in Plano, Texas, which the Company contributed $20,000 and is entitled to receive a 12% preferred distribution. Stone Creek Crossing, L.P. is a retail shopping center development in San Marcos, Texas, which the Company contributed $25,762 and is entitled to receive an 11% preferred return. Village at Stonebriar, LLC and Stone Creek Crossing, L.P. are considered VIEs as defined in FIN 46(R), and the Company is considered the primary beneficiary for both joint ventures. Therefore, these entities are consolidated by the Company and the outside interests are reflected as minority interests in the accompanying consolidated financial statements.
On January 24, 2008, the Company entered into a joint venture, Woodbridge Crossing, L.P., to acquire certain land located in Wylie, Texas and develop a shopping center. As of December 31, 2008, the Company has contributed approximately $19,500 to the venture and is entitled to receive an 11% preferred return. Woodbridge is considered a VIE as defined in FIN 46(R), and the Company is considered the primary beneficiary. Therefore, this entity is consolidated by the Company and the outside interests are reflected as minority interests in the accompanying consolidated financial statements.
-48-
INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
Other
The Company has ownership interests of 67% in various LLCs which own nine shopping centers. These entities are considered VIEs as defined in FIN 46(R), and the Company is considered the primary beneficiary of each LLC. Therefore, these entities are consolidated by the Company. The LLC agreements contain put/call provisions which grant the right to the outside owners and the Company to require the LLCs to redeem the ownership interests of the outside owners during future periods. These put/call agreements are embedded in each LLC agreement and are accounted for in accordance with EITF 00-04 Majority Owners Accounting for a Transaction in the Shares of a Consolidated Subsidiary and a Derivative Indexed to the Minority Interest in that Subsidiary. Because the outside ownership interests are subject to a put/call arrangement requiring settlement for a fixed amount, the LLCs are treated as 100% owned subsidiaries by the Company with the amount due the outside owners reflected as a financing and included within other financings in the accompanying Consolidated Financial Statements. Interest expense is recorded on these liabilities in an amount generally equal to the preferred return due to the outside owners as provided in the LLC agreements.
Unconsolidated entities
The entities listed below are owned by us and other unaffiliated parties in joint ventures. Net income, cash flow from operations and capital transactions for these properties are allocated to us and our joint venture partners in accordance with the respective partnership agreements. Except as otherwise noted below, these joint ventures are not considered Variable Interest Entities as defined in FIN 46(R); however, the Company does have significant influence over, but does not control the ventures. The Companys partners manage the day-to-day operations of the properties and hold key management positions. Therefore, these entities are not consolidated by the Company and the equity method of accounting is used to account for these investments. Under the equity method of accounting, the net equity investment of the Company and the Companys share of net income or loss from the unconsolidated entity are reflected on the consolidated balance sheets and the consolidated statements of operations. For the year ended December 31, 2008, we recorded a $10,579 impairment on a development joint venture, in addition to the Feldman impairment discussed below.
| Joint Venture — Net Lease Strategic Asset Fund L.P. (a) | Description — Diversified portfolio of net lease assets | Ownership % — 85% | $ 201,798 | $ 122,430 |
|---|---|---|---|---|
| Cobalt Industrial REIT II (b) | Industrial portfolio | 24% | 66,217 | 51,215 |
| LIP Holdings, LLC (c) | Diversified real estate fund | (c) | 185,983 | 160,375 |
| D.R. Stephens Institutional Fund, LLC (d) | Industrial and R&D assets | 90% | 76,258 | 57,974 |
| New Stanley Associates, LLLP (e) | Lodging facility | 60% | 9,368 | 9,621 |
| Chapel Hill Hotel Associates, LLC (e) | Courtyard by Marriott lodging facility | 49% | 9,079 | 10,394 |
| Marsh Landing Hotel Associates, LLC (e) | Hampton Inn lodging facility | 49% | 4,934 | 4,802 |
-49-
INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
| Joint Venture | Description | Ownership % | Investment at December 31, 2008 | |
|---|---|---|---|---|
| Jacksonville Hotel Associates, LLC (e) | Courtyard by Marriott lodging facility | 48% | 2,322 | 2,464 |
| Inland CCC Homewood Hotel LLC (f) | Lodging development | 83% | 4,143 | 1,846 |
| Feldman Mall Properties, Inc. (g) | Publicly traded shopping center REIT | (g) | - | 53,964 |
| Oak Property & Casualty LLC (h) | Insurance Captive | 22% | 990 | 885 |
| L-Street Marketplace, LLC (i) | Retail center development | 20% | 6,171 | 6,906 |
| Weber/Inland American Lewisville TC, LP | Retail center development | (j) | 8,016 | - |
| Concord Debt Holdings, LLC | Real estate loan fund | (k) | 67,859 | - |
| Wakefield Capital, LLC | Senior housing portfolio | (l) | 97,267 | - |
| Skyport Hotels JV, LLC | Lodging development | (m) | 2,105 | - |
| $ | 742,510 | $ 482,876 |
(a)
On December 20, 2007, the Company entered into a venture with Net Lease Strategic Assets Fund L.P. and acquired 43 primarily single-tenant net leased assets from Lexington Realty Trust and its subsidiaries. We contributed approximately $94,328 and $121,900 in 2008 and 2007, respectively, for a total of $216,228 to the venture for the purchase of these properties. We are entitled to a 9% preferred dividend on our investment.
(b)
On June 29, 2007, the Company entered into the venture to invest up to $149,000 in shares of common beneficial interest. The Companys investment gives it the right to earn a preferred dividend equal to 9% per annum.
(c)
On June 8, 2007, the Company entered into the venture for the purpose of funding the development and ownership of real estate projects in the office, distribution, retail, healthcare and mixed-use markets. Under the joint venture agreement, the Company invested $227,000 in exchange for the Class A Participating Preferred Interests which will entitle the Company to a 9.5% preferred dividend. The Company owns 5% of the common stock and 100% of the preferred.
(d)
On April 27, 2007, the Company entered into the venture to acquire and redevelop or reposition industrial and research and development oriented properties located initially in the San Francisco Bay and Silicon Valley areas. Under the joint venture agreement the Company is required to invest approximately $90,000 and is entitled to earn a preferred return equal to 8.5% per annum.
-50-
INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
(e)
Through the acquisition of Winston on July 1, 2007, the Company acquired joint venture interests in four hotels.
(f)
On September 20, 2007, the Company entered into a venture agreement for the purpose of developing a 111 room hotel in Homewood, Alabama.
(g)
The Company currently owns 1,283,500 common shares of Feldman Mall Properties, Inc. (Feldman) which represent 9.86% of the total outstanding shares at December 31, 2008. The Company has purchased 2,000,000 shares of series A preferred stock of Feldman Mall Properties, Inc. at a price of $25.00 per share, for a total investment of $50,000.
Under Accounting Principles Board (APB) Opinion No. 18 (The Equity Method of Accounting for Investments in Common Stock), the Company evaluates its equity method investments for impairment indicators. The valuation analysis considers the investment positions in relation to the underlying business and activities of the Companys investment. The underlying activities of Feldman have continued to report losses and cash-flow deficits that will impact their ability to meet their obligations. In addition, the retail market and its impact to the mall sector significantly deteriorated in the fourth quarter of 2008 and a recovery is not likely in the near term. Based on the combination of these factors, the Company has concluded that our investment in Feldman has experienced a decline that is believed to be other-than-temporary. Accordingly, the Company has recorded an impairment charge of $46,794 in the fourth quarter of 2008 and a total of $51,419 for the year ended December 31, 2008. An impairment charge of $10,084 was recorded for the year ended December 31, 2007. Such impairment charge reduces the carrying value of the investment in Feldman to $0 as of December 31, 2008.
(h)
The Company is a member of a limited liability company formed as an insurance association captive (the Insurance Captive), which is owned in equal proportions by the Company and two other related REITs sponsored by the Companys sponsor, Inland Real Estate Corporation and Inland Western Retail Real Estate Trust, Inc. and serviced by an affiliate of the Business Manager, Inland Risk and Insurance Management Services Inc. The Insurance Captive was formed to initially insure/reimburse the members deductible obligations for the first $100 of property insurance and $100 of general liability insurance. The Company entered into the Insurance Captive to stabilize its insurance costs, manage its exposures and recoup expenses through the functions of the captive program. This entity is considered to be a VIE as defined in FIN 46(R) and the Company is not considered to be the primary beneficiary. This investment is accounted for utilizing the equity method of accounting.
(i)
On October 16, 2007, the Company entered into a venture agreement to develop a retail center, known as the L Street Marketplace. The total cost of developing the land is expected to be approximately $57,200. As of December 31, 2008, we had contributed $7,000 to the venture. Operating proceeds will be distributed 80% to 120-L and 20% to us. The Company also is entitled to receive a preferred return equal to 9.0% of our capital contribution, which is paid outside of the joint venture. This entity is considered to be a VIE as defined in FIN 46(R) and the Company is not considered to be the primary beneficiary.
(j)
On April 3, 2008, the Company entered into a joint venture with Weber/Inland American Lewisville TC, LP to develop a retail center located in Lewisville, Texas. The Company contributed $10,200 to the venture and is entitled to receive a preferred return equal to 11% per annum on the capital contribution, which is paid outside the joint venture. This entity is considered to be a VIE as defined in FIN 46(R) and the Company is not considered to be the primary beneficiary.
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
(k)
On August 2, 2008, the Company entered into a joint venture with Lex-Win Concord LLC, with the purpose of originating and acquiring real estate securities and real estate related loans. Under the terms of the joint venture agreement, the Company initially contributed $20,000 to the venture in exchange for preferred membership interests in the venture, with additional contributions, up to $100,000.
(l)
On July 9, 2008, the Company invested $100,000 in Wakefield Capital, LLC in exchange for a Series A Convertible Preferred Membership interest and is entitled to a 10.5% preferred dividend. Wakefield owns 117 senior living properties containing 7,311 operating units/beds, one medical office building and a research campus totaling 313,204 square feet.
(m)
On July 11, 2008, the Company entered into a joint venture to develop two hotels with approximately 322 rooms in San Jose, California.
Financial Information of Unconsolidated Entities
The Companys carrying value of its investment in unconsolidated entities differs from its share of the partnership or members equity reported in the combined balance sheet of the unconsolidated entities because the Companys cost of its investment exceeds the historical net book values of the unconsolidated entities. The Companys additional basis allocated to depreciable assets is recognized on a straight-line basis over 30 years.
| 2008 | 2007 | |
|---|---|---|
| Balance Sheets: | ||
| Assets: | ||
| Real estate, net of accumulated depreciation | $ 2,354,601 | $ 1,438,615 |
| Real estate debt and securities investments | 984,158 | - |
| Other assets | 481,621 | 455,879 |
| Total Assets | $ 3,820,380 | $ 1,894,494 |
| Liabilities and Partners and Shareholders Equity: | ||
| Mortgage debt | $ 2,210,938 | $ 929,232 |
| Other liabilities | 129,360 | 109,147 |
| Partners and shareholders equity | 1,480,082 | 856,115 |
| Total Liabilities and Partners and Shareholders Equity | $ 3,820,380 | $ 1,894,494 |
| Our share of historical partners and shareholders equity | $ 724,197 | $ 475,183 |
| Net excess of cost of investments over the net book value of underlying net assets (net of accumulated depreciation of $775 and $394, respectively) | 18,313 | 7,693 |
| Carrying value of investments in unconsolidated entities | $ 742,510 | $ 482,876 |
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
| 2008 | 2007 | 2006 | |
|---|---|---|---|
| Statements of Operations: | |||
| Revenues | $ 248,406 | $ 115,518 | $ 65,605 |
| Expenses: | |||
| Interest expense and loan cost amortization | $ 82,381 | $ 31,137 | $ 16,435 |
| Depreciation and amortization | 85,279 | 31,684 | 17,394 |
| Operating expenses, ground rent and general and administrative expenses | 89,283 | 63,657 | 40,729 |
| Impairments | 67,614 | - | - |
| Total expenses | $ 324,557 | $ 126,478 | $ 74,558 |
| Net income before gain on sale of real estate | $ (76,151) | $ (10,960) | $ (8,953) |
| Gain on sale of real estate | - | 15,866 | 29,397 |
| Net income (loss) | $ (76,151) | $ 4,906 | $ 20,444 |
| Our share of: | |||
| Net income, net of excess basis depreciation of $381, $394 and $0 | $ (46,108) | $ 4,477 | $ 1,903 |
| Depreciation and amortization (real estate related) | $ 53,761 | $ 6,538 | $ 1,697 |
Feldman is included in the results of 2006 and 2007, but not in the 2008 results, as the value of the Companys investment was reduced to $0 during the year ended December 31, 2008.
The unconsolidated entities had total third party debt of $2,210,938 at December 31, 2008 that matures as follows:
| 2009 | 164,619 |
|---|---|
| 2010 | 370,360 |
| 2011 | 256,732 |
| 2012 | 246,806 |
| 2013 | 43,126 |
| Thereafter | 1,129,295 |
| 2,210,938 |
The debt maturities disclosed in the table above are not recourse to the Company and the Company has no obligation to fund.
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
Significant Acquisitions
RLJ Acquisition
On February 8, 2008, the Company consummated the merger among its wholly-owned subsidiary, Inland American Urban Hotels, Inc., and RLJ Urban Lodging Master, LLC and related entities, referred to herein as RLJ. RLJ owned twenty-two full and select service lodging properties at the time of the merger. This portfolio includes, among others, four Residence Inn® by Marriott hotels, four Courtyard by Marriott® hotels, four Hilton Garden Inn® hotels and two Embassy Suites® hotels, containing an aggregate of 4,059 rooms.
The transaction valued RLJ at approximately $932,200 which included (i) the purchase of 100% of the outstanding membership interests of RLJ for $466,419; (ii) an acquisition fee paid to the Business Manager of $22,326; (iii) professional fees and other transactional costs of $1,944; (iv) the assumption of $426,654 of mortgages payable; (v) the assumption of $2,481 accounts payable and accrued liabilities; and (vi) interest rate swap breakage and loan fees of $12,376. The Company also funded $22,723 in working capital and lender escrows. Goodwill related to the acquisition was $38,170 and was allocated to three of the twenty-two hotels. Goodwill was tested for impairment under SFAS 142, and an impairment charge of $11,199 was recorded for the year ended December 31, 2008. At December 31, 2007, the Company had deposited $45,000 in an earnest money deposit that was included in other assets. The deposit was used to complete the RLJ merger.
The following condensed pro forma financial information is presented as if the acquisition of RLJ had been consummated as of January 1, 2008, for the pro forma year ended December 31, 2008 and January 1, 2007, for the pro forma year ended December 31, 2007. The following condensed pro forma financial information is not necessarily indicative of what actual results of operations of the Company would have been assuming the acquisitions had been consummated at the beginning of January 1, 2008, for the pro forma year ended December 31, 2008 and January 1, 2007, for the pro forma year ended December 31, 2007, nor does it purport to represent the results of operations for future periods.
| Year ended | Year ended | |
|---|---|---|
| December 31, 2008 (unaudited) | December 31, 2007 (unaudited) | |
| Total income | $ 1,066,367 | $ 657,311 |
| Net income (loss) | $ (356,883) | $ 43,045 |
| Net income available to common shareholders per common share | $ (.53) | $ .11 |
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
| Investments in properties | $ |
|---|---|
| Goodwill | $ 38,170 |
| Other assets | $ 5,968 |
| Total assets acquired | $ 932,200 |
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
| Debt | $ |
|---|---|
| Other liabilities | $ 2,481 |
| Net assets acquired | $ 503,065 |
Woodlands Acquisition
On November 21, 2007, the Company acquired the Woodlands Waterway Marriott Hotel in Houston, Texas for approximately $137,000. As a result of the acquisition, goodwill was recorded in the amount of $7,466. Per SFAS 142, goodwill was tested for impairment at December 31, 2008. No impairment was necessary as of December 31, 2008 or 2007.
Apple Acquisition
On October 5, 2007, the Company consummated the merger among its wholly-owned subsidiary, Inland American Orchard Hotels, Inc. (Acquisition Sub), and Apple Hospitality Five, Inc., referred to herein as Apple. Apple, was a public, non-listed real estate investment trust headquartered in Richmond, Virginia, which owned upscale, extended-stay and select-service lodging properties and other limited-service lodging properties. At the time of the merger Apple owned twenty-seven hotels, including eleven Residence Inn by Marriott hotels, nine Courtyard by Marriott hotels, one SpringHill Suites by Marriott hotel, four Homewood Suites by Hilton hotels and two Hilton Garden Inn hotels. The hotels are located in fourteen states and, in aggregate, consist of 3,439 rooms.
Pursuant to the merger agreement, Apple merged with and into Acquisition Sub, with Acquisition Sub continuing as the surviving entity of the merger, and each share of common stock of Acquisition Sub was converted into one share of common stock of the surviving entity of the merger. Additionally, each issued and outstanding unit of Apple, equal to a share of Apples common stock and a share of Series A preferred stock (together, a Unit), and share of Apple Series B convertible preferred stock, on an as-converted basis, other than any dissenting shares, was converted into, and cancelled in exchange for $14.05 in cash. Each option to purchase the Units was converted into, and cancelled in exchange for, a cash payment equal to the product of: (1) number of Units subject to the option and (2) the difference between $14.05 and the exercise price set forth in the option. The total merger consideration was approximately $678,000.
The transaction valued Apple at approximately $699,345 which included (i) the purchase of 100% of the outstanding shares of common stock, Units and options for $14.05 per share or approximately $678,000, (ii) an acquisition fee to the Business Manager of $16,940, of which $2,000 was paid in shares of company common stock, (iii) professional fees and other transactional costs of $1,534, and (iv) the assumption of $3,272 of accounts payable and accrued liabilities.
The following condensed pro forma financial information is presented as if the acquisition of Apple had been consummated as of January 1, 2006, for the pro forma year ended December 31, 2006 and January 1, 2007 for the pro forma year ended December 31, 2007. The following condensed pro forma financial information is not necessarily indicative of what actual results of operations of the Company would have been assuming the acquisitions had been consummated at the beginning of January 1, 2006, for the pro forma year ended December 31, 2006 and January 1, 2007 for the pro forma year ended December 31, 2007, nor does it purport to represent the results of operations for future periods.
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
| Year ended | Year ended | |
|---|---|---|
| December 31, 2007 | December 31, 2006 | |
| (unaudited) | (unaudited) | |
| Total income | $ 568,060 | $ 233,741 |
| Net income (loss) | $ 52,090 | $ (5,841) |
| Net income (loss) available to common shareholders per common share | $ .13 | $ (.09) |
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
| Investment properties | $ |
|---|---|
| Cash | 78,898 |
| Other assets | 12,540 |
| Total assets acquired | $ 699,345 |
| Other liabilities | 3,272 |
| Net assets acquired | $ 696,073 |
Winston Acquisition
On July 1, 2007, the Company completed a merger with Winston Hotels, Inc., referred to herein as Winston, in which the Company purchased 100% of the outstanding shares of common stock and Series B preferred stock of Winston. The transaction valued Winston at approximately $841,817, which included (i) the purchase of 100% of the outstanding shares of common stock of Winston for $15.00 per share or $441,200, (ii) the purchase of the Series B preferred stock of Winston at $25.38 per share in cash, plus the accrued and unpaid dividends for $95,200, (iii) the purchase of 100 units of partnership interest in WINN Limited Partnership, the operating partnership of Winston for $19,500, (iv) an acquisition fee to the Business Manager of $19,793, of which $4,500 was paid in shares of the Companys common stock, (v) a $20,000 merger termination fee and reimbursement of expenses to Och-Ziff (vi) professional fees and other transactional costs of $2,307, (vii) the assumption of $209,952 of Winstons outstanding debt and (viii) the assumption of $33,865 of accounts payable and accrued liabilities.
The following condensed pro forma financial information is presented as if the acquisition of Winston had been consummated as of January 1, 2006, for the pro forma year ended December 31, 2006 and January 1, 2007 for the pro forma year ended December 31, 2007. The following condensed pro forma financial information is not necessarily indicative of what actual results of operations of the Company would have been assuming the acquisition had been consummated at the beginning of January 1, 2006, for the pro forma year ended December 31, 2006 and January 1, 2007 for the pro forma year ended December 31, 2007, nor does it purport to represent the results of operations for future periods.
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
| Year ended | Year ended | |
|---|---|---|
| December 31, | December 31, | |
| 2007 (1) | 2006 | |
| (unaudited) | (unaudited) | |
| Total income | $ 574,158 | $ 289,085 |
| Net income (loss) (1) | $ 49,407 | $ 10,022 |
| Net income (loss) available to common shareholders per common share | $ .12 | $ .15 |
(1)
The proforma net income for the year ended December 31, 2007 includes certain historical Winston expenses related to non-recurring expenses of $3,882 for an extinguishment of debt, $5,322 for a loss on sale of note receivable and $10,793 of merger-related general and administrative expenses, which result in an effect of approximately $(.05) per share. The proforma net income for the year ended December 31, 2006 includes non-recurring expenses of $3,961 for an extinguishment of debt, which results in an effect of approximately $(.06) per share.
The Companys wholly owned indirect subsidiary, Inland American Winston Hotels, Inc., is the surviving entity of this merger. A holding company, Inland American Lodging Group, Inc., owns 100% of the stock of the lodging subsidiary, including the 100 partnership units of WINN.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
| Investment Properties | $ |
|---|---|
| Cash | $ 65,978 |
| Other assets | 74,558 |
| Total assets acquired | $ 843,137 |
| Mortgages and Notes | 209,952 |
| Other liabilities | 33,865 |
| Total liabilities assumed | $ 243,817 |
| Minority interest | 1,320 |
| Net assets acquired | $ 598,000 |
(2) Summary of Significant Accounting Policies
The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
Revenue Recognition
The Company commences revenue recognition on its leases based on a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date. The determination of who is the owner, for accounting purposes, of the tenant improvements determines the nature of the leased asset and when revenue recognition under a lease begins. If the Company is the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete. If the Company concludes it is not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant improvement allowances funded under the lease are treated as lease incentives which reduces revenue recognized over the term of the lease. In these circumstances, the Company begins revenue recognition when the lessee takes possession of the unimproved space for the lessee to construct their own improvements. The Company considers a number of different factors to evaluate whether it or the lessee is the owner of the tenant improvements for accounting purposes. These factors include:
·
whether the lease stipulates how and on what a tenant improvement allowance may be spent;
·
whether the tenant or landlord retains legal title to the improvements;
·
the uniqueness of the improvements;
·
the expected economic life of the tenant improvements relative to the length of the lease; and
·
who constructs or directs the construction of the improvements.
The determination of who owns the tenant improvements, for accounting purposes, is subject to significant judgment. In making that determination, the Company considers all of the above factors. No one factor, however, necessarily establishes its determination.
Rental income is recognized on a straight-line basis over the term of each lease. The difference between rental income earned on a straight-line basis and the cash rent due under the provisions of the lease agreements is recorded as deferred rent receivable and is included as a component of accounts and rents receivable in the accompanying consolidated balance sheets.
Revenue for lodging facilities is recognized when the services are provided. Additionally, the Company collects sales, use, occupancy and similar taxes at its lodging facilities which it presents on a net basis (excluded from revenues) on our consolidated statements of operations.
The Company records lease termination income if there is a signed termination agreement, all of the conditions of the agreement have been met, the tenant is no longer occupying the property and amounts due are considered collectible.
Staff Accounting Bulletin (SAB) 101, Revenue Recognition in Financial Statements, determined that a lessor should defer recognition of contingent rental income (i.e. percentage/excess rent) until the specified target (i.e. breakpoint) that triggers the contingent rental income is achieved. The Company records percentage rental revenue in accordance with SAB 101.
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
Consolidation
The Company considers FASB Interpretation No. 46(R) (Revised 2003): Consolidation of Variable Interest Entities - An Interpretation of ARB No. 51 (FIN 46(R)), EITF 04-05: Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights, and SOP 78-9: Accounting for Investments in Real Estate Ventures, to determine the method of accounting for each of its partially-owned entities. In instances where the Company determines that a joint venture is not a VIE, the Company first considers EITF 04-05. The assessment of whether the rights of the limited partners should overcome the presumption of control by the general partner is a matter of judgment that depends on facts and circumstances. If the limited partners have either (a) the substantive ability to dissolve (liquidate) the limited partnership or otherwise remove the general partner without cause or (b) substantive participating rights, the general partner does not control the limited partnership and as such overcome the presumption of control by the general partner and consolidation by the general partner.
Reclassifications
Certain reclassifications have been made to the 2007 and 2006 financial statements to conform to the 2008 presentations. In the opinion of management, all adjustments (consisting only of normal recurring adjustments, except as otherwise noted) necessary for a fair presentation of the financial statements have been made.
Capitalization and Depreciation
Real estate acquisitions are recorded at cost less accumulated depreciation. Ordinary repairs and maintenance are expensed as incurred.
Depreciation expense is computed using the straight line method. Building and other improvements are depreciated based upon estimated useful lives of 30 years for building and improvements and 5-15 years for furniture, fixtures and equipment and site improvements.
Tenant improvements are amortized on a straight line basis over the life of the related lease as a component of depreciation and amortization expense.
Leasing fees are amortized on a straight-line basis over the life of the related lease as a component of depreciation and amortization.
Loan fees are amortized on a straight-line basis, which approximates the effective interest method, over the life of the related loans as a component of interest expense.
Direct and indirect costs that are clearly related to the construction and improvements of investment properties are capitalized under the guidelines of Statement of Financial Accounting Standards (SFAS) 67: Accounting for Costs and Initial Rental Operations and Real Estate Projects. Costs incurred for property taxes and insurance are capitalized during periods in which activities necessary to get the property ready for its intended use are in progress. Interest costs determined under guidelines of SFAS 34: Capitalization of Interest Costs (SFAS 34), are also capitalized during such periods. Additionally, pursuant to SFAS 58: Capitalization of Interest Cost in Financial Statements That Include Investments Accounted for by the Equity Method, the Company treats investments accounted for by the equity method as assets qualifying for interest capitalization provided (1) the investee has activities in progress necessary to commence its planned principal operations and (2) the investees activities include the use of such funds to acquire qualifying assets under SFAS 34.
Impairment
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
In accordance with Statement of Financial Accounting Standards (SFAS) 144 Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144), the Company assesses the carrying values of our respective long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Recoverability of the assets is measured by comparison of the carrying amount of the asset to the estimated future undiscounted cash flows. In order to review its assets for recoverability, the Company considers current market conditions, as well as its intent with respect to holding or disposing of the asset. Fair value is determined through various valuation techniques; including discounted cash flow models, quoted market values and third party appraisals, where considered necessary. If the Companys analysis indicates that the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, the Company recognizes an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the real estate property.
The Company estimates the future undiscounted cash flows based on managements intent as follows: (i) for real estate properties that the Company intends to hold long-term, including land held for development, properties currently under development and operating buildings, recoverability is assessed based on the estimated future net rental income from operating the property; (ii) for real estate properties that the Company intends to sell, including land parcels, properties currently under development and operating buildings, recoverability is assessed based on estimated proceeds from disposition that are estimated based on future net rental income of the property and expected market capitalization rates; and (iii) for costs incurred related to the potential acquisition or development of a real estate property, recoverability is assessed based on the probability that the acquisition or development is likely to occur as of the measurement date.
The use of projected future cash flows is based on assumptions that are consistent with our estimates of future expectations and the strategic plan the Company uses to manage its underlying business. However assumptions and estimates about future cash flows, discount rates and capitalization rates are complex and subjective. Changes in economic and operating conditions and the Companys ultimate investment intent that occur subsequent to the impairment analyses could impact these assumptions and result in future impairment charges of the real estate properties.
During the year ended December 31, 2008, the Company determined that one development was impaired and recorded a $20,000 impairment. Additionally, the Company recorded an impairment charge of $13,809 in relation to the sale of a property. The impairments are included in provision for asset impairment on the consolidated statements of operations and other comprehensive income.
Derivative Instruments
In the normal course of business, the Company is exposed to the effect of interest rate changes. The Company limits these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate risk on debt instruments.
The Company has a policy of only entering into contracts with established financial institutions based upon their credit ratings and other factors. When viewed in conjunction with the underlying and offsetting exposure that the derivatives are designed to hedge, the Company has not sustained a material loss from those instruments nor does it anticipate any material adverse effect on its net income or financial position in the future from the use of derivatives.
The Company accounts for its derivative instruments in accordance with SFAS No. 133 Accounting for Derivative Instruments and Hedging Activities and its amendments (SFAS Nos. 137/138/149), which requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and to measure those instruments at fair value. Additionally, the fair value adjustments will affect either shareholders equity or net income depending on whether the derivative instruments qualify as a hedge for accounting purposes and, if so, the nature of the hedging activity. When the terms of an underlying transaction are modified, or when the underlying transaction is terminated or completed, all changes in the fair value of the instrument are marked-to-market with changes in value included in net income each period until the instrument matures. Any derivative instrument used for risk management that does not meet the hedging criteria
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
of SFAS No. 133 is marked-to-market each period. The Company does not use derivatives for trading or speculative purposes.
Marketable Securities
The Company classifies its investment in securities in one of three categories: trading, available-for-sale, or held-to-maturity. Trading securities are bought and held principally for the purpose of selling them in the near term. Held-to-maturity securities are those securities in which the Company has the ability and intent to hold the security until maturity. All securities not included in trading or held-to-maturity are classified as available-for-sale. Investment in securities at December 31, 2008 and December 31, 2007 consists of common stock investments that are all classified as available-for-sale securities and are recorded at fair value. Unrealized holding gains and losses on available-for-sale securities are excluded from earnings and reported as a separate component of other comprehensive income until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific identification basis. A decline in the market value of any available-for-sale security below cost that is deemed to be other than temporary, results in a reduction in the carrying amount to fair value. The impairment is charged to earnings and a new cost basis for the security is established. In accordance with Statement of Financial Accounting Standards No. 115 Accounting for Certain Investments in Debt and Equity Securities, when a security is impaired, the Company considers whether it has the ability and intent to hold the investment for a time sufficient to allow for any anticipated recovery in market value and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the impairment, changes in value subsequent to period end and forecasted performance of the investee. For the years ended December 31, 2008, 2007 and 2006, the Company recorded $246,164, $21,746 and $0, respectively, in other than temporary impairments.
Notes Receivable
Notes receivable are considered for impairment in accordance with SFAS No. 114, Accounting by Creditors for Impairment of a Loan. Pursuant to SFAS No. 114, a note is impaired if it is probable that the Company will not collect on all principal and interest contractually due. The impairment is measured based on the present value of expected future cash flows discounted at the notes effective interest rate. The Company does not accrue interest when a note is considered impaired. When ultimate collectibility of the principal balance of the impaired note is in doubt, all cash receipts on the impaired note are applied to reduce the principal amount of the note until the principal has been recovered and are recognized as interest income thereafter. No provisions for impairment were recorded at December 31, 2008 and December 31, 2007.
Acquisition of Real Estate Properties and Real Estate Businesses
The Company accounts for the acquisition of properties using the Statement of Financial Accounting Standard, No. 141 Business Combinations, or SFAS No. 141, and Statement of Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets, or SFAS No. 142, resulting in the recognition upon acquisition of additional intangible assets and liabilities relating to real estate acquisitions during the years ended December 31, 2008, 2007 and 2006. The portion of the purchase price allocated to acquired above market lease costs and acquired below market lease costs are amortized on a straight line basis over the life of the related lease as an adjustment to rental income and over the respective renewal period for below market lease costs with fixed rate renewals. Amortization pertaining to the above market lease costs of $2,777, $2,373 and $574 was applied as a reduction to rental income for the years ended December 31, 2008, 2007 and 2006, respectively. Amortization pertaining to the below market lease costs of $5,185, $2,674 and $977 was applied as an increase to rental income for the years ended December 31, 2008, 2007 and 2006, respectively.
The portion of the purchase price allocated to acquired in-place lease intangibles is amortized on a straight line basis over the life of the related lease. The Company incurred amortization expense pertaining to acquired in-place lease intangibles
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
of $68,444, $50,394 and $13,029 for the years ended December 31, 2008, 2007 and 2006, respectively. The portion of the purchase price allocated to customer relationship value is amortized on a straight line basis over the life of the related lease. As of December 31, 2008, no amount has been allocated to customer relationship value.
Acquisitions of businesses are accounted for using purchase accounting as required by SFAS No. 141. The assets and liabilities of the acquired entities are recorded by the Company using the fair value at the date of the transaction and allocated to tangible and intangible assets acquired and liabilities assumed. Any additional amounts are allocated to goodwill as required, based on the remaining purchase price in excess of the fair value of the tangible and intangible assets acquired and liabilities assumed. The Company amortizes identified intangible assets that are determined to have finite lives over the period which the assets are expected to contribute directly or indirectly to the future cash flows of the business acquired. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized if the carrying amount of an intangible asset, including the related real estate when appropriate, is not recoverable and the carrying amount exceeds the estimated fair value. Investments in lodging facilities are stated at acquisition cost and allocated to land, property and equipment, identifiable intangible assets and assumed debt and other liabilities at fair value. Any remaining unallocated acquisition costs would be treated as goodwill. Property and equipment are recorded at fair value based on current replacement cost for similar capacity and allocated to buildings, improvements, furniture, fixtures and equipment using appraisals and valuations performed by management and independent third parties. The operating results of each of the consolidated acquired hotels are included in our statement of operations from the date acquired.
The following table summarizes the Companys identified intangible assets, intangible liabilities and goodwill as of December 31, 2008 and December 31, 2007.
| Intangible assets: | ||
| Acquired in-place lease | $ 447,740 | $ 402,999 |
| Acquired above market lease | 15,687 | 15,603 |
| Acquired below market ground lease | 8,825 | - |
| Advance bookings | 5,782 | - |
| Accumulated amortization | (128,962) | (66,496) |
| Net intangible assets | 349,072 | 352,106 |
| Goodwill | 34,437 | - |
| Total intangible assets | $ 383,509 | $ 352,106 |
| Intangible liabilities: | ||
| Acquired below market lease | $ 44,354 | $ 44,225 |
| Acquired above market ground lease | 5,581 | - |
| Other intangible liabilities | 258 | - |
| Accumulated amortization | (6,471) | (3,669) |
| Net intangible liabilities | $ 43,722 | $ 40,556 |
The following table presents the amortization during the next five years related to intangible assets and liabilities for properties owned at December 31, 2008.
| 2010 | 2011 | 2012 | 2013 | Thereafter | Total | ||
|---|---|---|---|---|---|---|---|
| Amortization of: | |||||||
| Acquired above | |||||||
| market lease costs | $ (2,042) | (1,900) | (1,574) | (995) | (830) | (3,044) | (10,385) |
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
| Acquired below — market lease costs | $ 2,871 | 2,804 | 2,711 | 2,501 | 2,302 | 24,878 | 38,067 |
|---|---|---|---|---|---|---|---|
| Net rental income | |||||||
| Increase | $ 829 | 904 | 1,137 | 1,506 | 1,472 | 21,834 | 27,682 |
| Acquired in-place lease | |||||||
| Intangibles | $ 59,422 | 47,615 | 42,116 | 38,713 | 32,772 | 105,653 | 326,291 |
| Advance bookings | $ 1,927 | 1,817 | 51 | - | - | - | 3,795 |
| Acquired below | |||||||
| market ground lease | $ (228) | (228) | (228) | (228) | (228) | (7,461) | (8,601) |
| Acquired above | |||||||
| market ground lease | $ 191 | 191 | 191 | 187 | 140 | 4,756 | 5,656 |
Goodwill
Goodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination. In accordance with SFAS 142 Goodwill and other Intangible Assets (SFAS 142), the Company performs an annual impairment test for goodwill at the reporting unit level. The annual review is performed during the fourth quarter for the reporting units in its lodging segment. Additionally, the Company will evaluate the recoverability of goodwill whenever events or changes in circumstances indicate that the carrying amounts of goodwill may not be fully recoverable.
Generally, we use a net asset value analyses to estimate the fair value of the reporting unit where the goodwill is allocated. We estimate the current fair value of the assets and liabilities in the reporting unit through various valuation techniques; including discounted cash flow models, applying a capitalization rate to estimated net operating income of a property, quoted market values and third-party appraisals, as considered necessary. The fair value of the reporting unit also includes an enterprise value that we estimate a third party would be willing to pay for the particular reporting unit. The fair value of the reporting unit is then compared with the corresponding book value, including goodwill, to determine whether there is a potential impairment of the goodwill. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss shall be recognized in an amount equal to that excess.
The use of projected future cash flows is based on assumptions that are consistent with our estimates of future expectations and the strategic plan we use to manage our underlying business. However assumptions and estimates about future cash flows, discount rates and capitalization rates are complex and subjective. Changes in economic and operating conditions that occur subsequent to our impairment analyses could impact these assumptions and result in future impairment charges of our goodwill.
For the year ended December 31, 2008, the Company recorded an impairment charge of $11,199 of its goodwill as a result of the effect of the slowdown in the economy and its impact on the property.
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
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 one or more institutions 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 the financial institutions non-performance.
Restricted Cash and Escrows
Restricted escrows primarily consist of cash held in escrow comprised of lenders restricted escrows of $23,518 and $5,228, earnout escrows of $4,406 and $11,020, and lodging furniture, fixtures and equipment reserves of $37,941 and $8,217 as of December 31, 2008 and December 31, 2007, respectively. Earnout escrows are established upon the acquisition of certain investment properties for which the funds may be released to the seller when certain space has become leased and occupied.
Restricted cash and offsetting liability consist of funds received from investors that have not been executed to purchase shares and funds contributed by sellers held by third party escrow agents pertaining to master leases, tenant improvements and other closing items.
Fair Value of Financial Instruments
The carrying value of the Companys mortgages payable at December 31, 2008 was $4,405,558 and the estimated fair value was $4,268,709. As of December 31, 2007, the carrying value of the Companys mortgages payable was $2,959,480 and the estimated fair value was $2,895,525. The Company estimates the fair value of its mortgages payable by discounting the future cash flows of each instrument at rates currently offered to the Company for similar debt instruments of comparable maturities by the Companys lenders. The estimated fair value of the Companys notes receivable was $478,561 and $280,137 as of December 31, 2008 and December 31, 2007, respectively. The Company estimates the fair value of its notes receivable by discounting the future cash flows of each instrument at rates currently available to the Company for similar instruments. The carrying amount of the Companys other financial instruments, including margins payable, approximate fair value because of the relatively short maturity of these instruments.
Income Taxes
The Company accounts for income taxes in accordance with SFAS 109 Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
In July 2006, the FASB issued Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes An Interpretation of FASB Statement No. 109. FIN 48 increases the relevancy and comparability of financial reporting by clarifying the way companies account for uncertainty in measuring income taxes. FIN 48 prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. This Interpretation only allows a favorable tax position to be included in the calculation of tax liabilities and expenses if a company concludes that it is more likely than not that its adopted tax position will prevail if challenged by tax authorities. The Company adopted FIN 48 as required
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
effective January 1, 2007. The adoption of FIN 48 did not have a material impact on its consolidated financial position, results of operations or cash flows. All of the Companys tax years are subject to examination by tax jurisdictions.
(3) Transactions with Related Parties
The following table summarizes the Companys related party transactions for the years ended December 31, 2008, 2007 and 2006.
| For the years ended — December 31, 2008 | December 31, 2007 | December 31, 2006 | ||
|---|---|---|---|---|
| General and administrative: | ||||
| General and administrative reimbursement | (b) | 7,020 | 2,812 | 1,977 |
| Loan servicing | (c) | 343 | 169 | 55 |
| Affiliate share purchase discounts | (i) | 126 | 1,311 | 200 |
| Investment advisor fee | (h) | 2,162 | 2,120 | 2,086 |
| Total general and administrative to related parties | 9,651 | 6,412 | 4,318 | |
| Property management fees | (g) | 20,553 | 15,128 | 4,850 |
| Business manager fee | (e) | 18,500 | 9,000 | 2,400 |
| Acquisition reimbursements capitalized | (b) | 1,370 | 2,536 | 1,639 |
| Acquisition fees | (f) | 22,326 | 37,060 | 0 |
| Loan placement fees | (d) | 1,798 | 2,739 | 2,191 |
| Offering costs | (a) | 232,090 | 371,165 | 149,937 |
(a)
The Business Manager and its related parties are entitled to reimbursement for salaries and expenses of employees of the Business Manager and its related parties relating to the offerings. In addition, a related party of the Business Manager is entitled to receive selling commissions, and the marketing contribution and due diligence expense allowance from the Company in connection with the offerings. Such costs are offset against the stockholders equity accounts. A total of $693 and $3,856 was unpaid as of December 31, 2008 and December 31, 2007, respectively, and is included in the offering costs described above.
(b)
The Business Manager and its related parties are entitled to reimbursement for general and administrative expenses of the Business Manager and its related parties relating to the Companys administration. Such costs are included in general and administrative expenses to related parties, professional services to related parties, and acquisition cost expenses to related parties, in addition to costs that were capitalized pertaining to property acquisitions. A total of $2,401 and $1,350 remained unpaid as of December 31, 2008 and December 31, 2007, respectively.
(c)
A related party of the Business Manager provides loan servicing to the Company for an annual fee. Such costs are included in general and administrative expenses to related parties on the Consolidated Statement of Operations. Effective May 1, 2007, the agreement allows for fees totaling 225 dollars per month, per loan for the Company and 200 dollars per month, per loan for MB REIT.
(d)
The Company pays a related party of the Business Manager 0.2% of the principal amount of each loan placed for the Company. Such costs are capitalized as loan fees and amortized over the respective loan term.
(e)
After the Companys stockholders have received a non-cumulative, non-compounded return of 5% per annum on their invested capital, the Company will pay its Business Manager an annual business management fee of up to 1% of the average invested assets, payable quarterly in an amount equal to 0.25% of the average invested assets as of the last day of the immediately preceding quarter. For these purposes, invested capital means the original issue
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
price paid for the shares of the common stock reduced by prior distributions from the sale or financing of properties. For these purposes, average invested assets means, for any period, the average of the aggregate book value of assets, including lease intangibles, invested, directly or indirectly, in financial instruments, debt and equity securities and equity interests in and loans secured by real estate assets, including amounts invested in REITs and other real estate operating companies, before reserves for depreciation or bad debts or other similar non-cash reserves, computed by taking the average of these values at the end of each month during the period. The Company will pay this fee for services provided or arranged by the Business Manager, such as managing day-to-day business operations, arranging for the ancillary services provided by other related parties and overseeing these services, administering bookkeeping and accounting functions, consulting with the board, overseeing real estate assets and providing other services as the board deems appropriate. This fee terminates if the Company acquires the Business Manager. Separate and distinct from any business management fee, the Company also will reimburse the Business Manager or any related party for all expenses that it, or any related party including the sponsor, pays or incurs on its behalf including the salaries and benefits of persons employed by the Business Manager or its related parties and performing services for the Company except for the salaries and benefits of persons who also serve as one of the executive officers of the Company or as an executive officer of the Business Manager. For any year in which the Company qualifies as a REIT, its Business Manager must reimburse it for the amounts, if any, by which the total operating expenses paid during the previous fiscal year exceed the greater of: 2% of the average invested assets for that fiscal year; or 25% of net income for that fiscal year, subject to certain adjustments described herein. For these purposes, items such as organization and offering expenses, property expenses, interest payments, taxes, non-cash charges, any incentive fees payable to the Business Manager and acquisition fees and expenses are excluded from the definition of total operating expenses. For the years ended December 31, 2008, 2007 and 2006, average invested assets were $8,445,009, $4,587,822 and $1,479,278 and operating expenses, as defined, were $45,860, $24,553 and $8,545 or .54%, .54% and .58%, respectively, of average invested assets. The Company incurred fees of $18,500, $9,000 and $2,400 for the years ended December 31, 2008, 2007 and 2006, respectively, of which none remained unpaid as of December 31, 2008 and December 31, 2007, respectively. The Business Manager has agreed to waive all fees allowed but not taken, except for the $18,500, $9,000 and $2,400 paid for the years ended December 31, 2008, 2007 and 2006.
(f)
The Company pays the Business Manager a fee for services performed in connection with acquiring a controlling interest in a REIT or other real estate operating company. Acquisition fees, however, are not paid for acquisitions solely of a fee interest in property. The amount of the acquisition fee is equal to 2.5% of the aggregate purchase price paid to acquire the controlling interest and is capitalized as part of the purchase price of the company. The Company incurred fees of $22,326, $37,060 and $0 for the years ended December 31, 2008, 2007 and 2006, of which $0 remained unpaid as of December 31, 2008 and December 31, 2007.
(g)
The property manager, an entity owned principally by individuals who are related parties of the Business Manager, is entitled to receive property management fees up to 4.5% of gross operating income (as defined), for management and leasing services. Of the $20,553 paid for the year ended December 31, 2008, $800 was capitalized for certain services provided by the leasing department and is included in deferred costs, net on the consolidated balance sheet. Of the $14,328 and $4,850 paid for the years ended December 31, 2007 and 2006, $800 and $0 was capitalized, respectively. In addition, the property manager is entitled to receive an oversight fee of 1% of gross operating income (as defined) in operating companies purchased by the Company.
(h)
The Company pays a related party of the Business Manager to purchase and monitor its investment in marketable securities. The Company incurred expenses totaling $2,162, $2,120 and $2,086 during the years ended December 31, 2008, 2007 and 2006, respectively, of which $197 and $340 remained unpaid as of December 31, 2008 and December 31, 2007, respectively. Such costs are included in general and administrative expenses to related parties on the Consolidated Statement of Operations.
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
(i)
The Company established a discount stock purchase policy for related parties and related parties of the Business Manager that enables the related parties to purchase shares of common stock at either $8.95 or $9.50 a share depending on when the shares are purchased. The Company sold 142,396, 2,078,364 and 310,075 shares to related parties and recognized an expense related to these discounts of $126, $1,311 and $200 for the years ended December 31, 2008, 2007 and 2006, respectively.
As of December 31, 2008, the Company had deposited $25,151 in Inland Bank and Trust, a subsidiary of Inland Bancorp, Inc., an affiliate of The Inland Real Estate Group, Inc.
(4) Notes Receivable
The Companys notes receivable balance was $480,774 and $281,221 as of December 31, 2008 and December 31, 2007, respectively, and consisted of installment notes from unrelated parties that mature on various dates through July 2012 and installment notes assumed in the Winston acquisition. The notes are secured by mortgages on vacant land, shopping centers and hotel properties and are guaranteed by the owners. Interest only is due each month at rates ranging from 3.26% to 10.09% per annum. For the years ended December 31, 2008, 2007 and 2006, the Company recorded interest income from notes receivable of $27,614, $18,423 and $1,323, respectively, which is included in the interest and dividend income on the consolidated statement of operations.
One of the Companys mortgage note receivable with an outstanding balance of $45,000 was placed in default in the third quarter of 2008 and is currently on non-accrual status. No impairment was recognized because the fair value of the collateral is in excess of the outstanding note receivable balance. The Company did not recognize any interest income on this note receivable subsequent to June 30, 2008.
(5) Investment in Marketable Securities
Investment in securities of $229,149 at December 31, 2008 consists of preferred and common stock investments in other REITs which are classified as available-for-sale securities and recorded at fair value.
Unrealized holding gains and losses on available-for-sale securities are excluded from earnings and reported as a separate component of accumulated other comprehensive income until realized. Of the investment securities held on December 31, 2008, the Company has accumulated other comprehensive gain of $2,633 which includes gross unrealized losses of $727. All such unrealized losses on investments have been in an unrealized loss position for less than twelve months and such investments have a related fair value of $8,119 as of December 31, 2008.
Realized gains and losses from the sale of available-for-sale securities are determined on a specific identification basis. During the years ended December 31, 2008, 2007 and 2006, the Company realized gains (losses) of $(15,941), $19,280 and $4,096, respectively, on the sale of shares. The Companys policy for assessing recoverability of its available-for-sale securities is to record a charge against net earnings when the Company determines that a decline in the fair value of a security drops below the cost basis and believes that decline to be other-than-temporary. During the year ended December 31, 2008, the Company recorded a write-down of $246,164 compared to $21,746 for the year ended December 31, 2007 for other-than-temporary declines on certain available-for-sale securities, which is included as a component of realized gain (loss) and impairment on securities, net on the consolidated statement of operations. The Companys securities and the overall REIT market experienced significant declines in the third and fourth quarters of 2008, which increased the duration and magnitude of the Companys unrealized losses. The overall challenges in the economic environment, including near term prospects of the Companys securities makes a recovery period difficult to project. Although the Company has the ability to hold these securities until potential recovery, the Company believes certain of the losses for these securities are other than temporary.
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
Dividend income is recognized when earned. During the years ended December 31, 2008, 2007 and 2006, dividend income of $30,943, $22,742 and $6,309, respectively, was recognized and is included in interest and dividend income on the consolidated statement of operations.
The Company has purchased a portion of its investment securities through a margin account. As of December 31, 2008 and 2007, the Company has recorded a payable of $38,346 and $73,459, respectively, for securities purchased on margin. This debt bears a variable interest rate of the London InterBank Offered Rate (LIBOR) plus 50 basis points. At December 31, 2008, this rate was 1.777%. Interest expense in the amount of $3,776, $5,479 and $2,395 was recognized in interest expense on the consolidated statement of operations for the years ended December 31, 2008, 2007 and 2006, respectively.
(6) Stock Option Plan
The Company has adopted an Independent Director Stock Option Plan (the Plan) which, subject to certain conditions, provides for the grant to each independent director of an option to acquire 3,000 shares following his or her becoming a director and for the grant of additional options to acquire 500 shares on the date of each annual stockholders meeting. The options for the initial 3,000 shares are exercisable as follows: 1,000 shares on the date of grant and 1,000 shares on each of the first and second anniversaries of the date of grant. The subsequent options will be exercisable on the second anniversary of the date of grant. The initial options will be exercisable at $8.95 per share. The subsequent options will be exercisable at the fair market value of a share on the last business day preceding the annual meeting of stockholders as determined under the Plan. During the years ended December 31, 2008, 2007 and 2006, the Company issued 3,000, 5,500 and 17,500 options to its independent directors. As of December 31, 2008, 2007 and 2006, there were a total of 26,000, 23,000 and 17,500 options issued, of which none had been exercised or expired. The per share weighted average fair value of options granted was $0.47 on the date of the grant using the Black Scholes option-pricing model. During the years ended December 31, 2008, 2007 and 2006, the Company recorded $2, $4 and $4 of expense related to stock options.
(7) Leases
Master Lease Agreements
In conjunction with certain acquisitions, the Company received payments under master lease agreements pertaining to certain non-revenue producing spaces at the time of purchase, for periods ranging from three months to three years after the date of purchase or until the spaces are leased. As these payments are received, they are recorded as a reduction in the purchase price of the respective property rather than as rental income. The amount of such payments received for the years ended December 31, 2008, 2007 and 2006 was $484, $576 and $245, respectively.
Operating Leases
Minimum lease payments to be received under operating leases, excluding multi-family and lodging properties and rental income under master lease agreements and assuming no expiring leases are renewed, are as follows:
| Payments | |
| 2009 | 403,048 |
| 2010 | 392,168 |
| 2011 | 372,920 |
| 2012 | 346,997 |
| Thereafter | 2,239,084 |
| Total | $ 3,754,217 |
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
The remaining lease terms range from one year to 37 years. The majority of the revenue from the Companys properties consists of rents received under long-term operating leases. Some leases provide for the payment of fixed base rent paid monthly in advance, and for the reimbursement by tenants to the Company for the tenants pro rata share of certain operating expenses including real estate taxes, special assessments, insurance, utilities, common area maintenance, management fees, and certain building repairs paid by the landlord and recoverable under the terms of the lease. Under these leases, the landlord pays all expenses and is reimbursed by the tenant for the tenants pro rata share of recoverable expenses paid. Certain other tenants are subject to net leases which provide that the tenant is responsible for fixed based rent as well as all costs and expenses associated with occupancy. Under net leases where all expenses are paid directly by the tenant rather than the landlord, such expenses are not included in the Consolidated Statements of Operations. Under leases where all expenses are paid by the landlord, subject to reimbursement by the tenant, the expenses are included within property operating expenses and reimbursements are included in tenant recovery income on the Consolidated Statements of Operations.
Ground Leases
The Company leases land under noncancelable operating leases at certain of the properties which expire in various years from 2020 to 2084. Ground lease rent is recorded on a straight-line basis over the term of each lease. For the years ended December 31, 2008, 2007 and 2006, ground lease rent was $1,729, $926 and $245, respectively. Minimum future rental payments to be paid under the ground leases are as follows:
| Payments | |
| 2009 | 990 |
| 2010 | 998 |
| 2011 | 1,002 |
| 2012 | 1,016 |
| Thereafter | 52,355 |
| Total | $ 56,361 |
(8) Mortgages, Notes and Margins Payable
During the year ended December 31, 2008, the following debt transactions occurred:
| Balance at December 31, 2007 | 3,028,647 |
|---|---|
| Mortgage and note payable additions | 1,021,844 |
| Financings assumed through acquisitions | 574,077 |
| Margin payable payoffs, net | (35,113) |
| Payoff of mortgage debt | (146,467) |
| Scheduled principal amortization payments | (3,375) |
| Mortgage premium and discounts, net | (1,616) |
| Balance at December 31, 2008 | 4,437,997 |
Mortgage loans outstanding as of December 31, 2008 were $4,405,558 and had a weighted average interest rate of 4.97%. As of December 31, 2008, scheduled maturities for the Companys outstanding mortgage indebtedness had various due dates through April 2037.
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
| 2009 | $ 627,187 | Weighted average interest rate — 3.85% |
|---|---|---|
| 2010 | $ 485,479 | 4.14% |
| 2011 | $ 343,978 | 3.85% |
| 2012 | $ 90,031 | 4.92% |
| 2013 | $ 766,821 | 4.84% |
| Thereafter | $ 2,092,062 | 5.74% |
Some of the mortgage loans require compliance with certain covenants, such as debt service ratios, investment restrictions and distribution limitations. As of December 31, 2008, the Company was in compliance with such covenants. In 2009, the Company will be required to pay down $3.6 million of debt related to certain loans which the debt service ratios were below a specified threshold.
During the year ended December 31, 2007, based on language related to material adverse change in the market contained in certain of our blind rate lock agreements, lenders did not honor outstanding rate lock agreements we had with them on future unidentified property acquisitions. Due to these circumstances, the Company expensed approximately $5,000 dollars in rate lock deposits and breakage fees. These costs are included in interest expense in the consolidated statement of operations for the year ended December 31, 2007. During the year ended December 31, 2008, the Company had $4,525 of rate lock deposits terminate, which was recorded in interest expense in the consolidated statement of operations.
The Company has purchased a portion of its securities through margin accounts. As of December 31, 2008, the Company has recorded a payable of $38,346 for securities purchased on margin. This debt bears a variable interest rate of LIBOR plus 50 basis points. At December 31, 2008, this rate was equal to 1.777%.
(9) Derivatives
As of December 31, 2008, in connection with seven mortgages payable that have variable interest rates, the Company has entered into interest rate swap or cap agreements, with a notional value of $379,819, that converted the variable-rate debt to fixed-rate debt. The interest rate swaps and cap were considered effective as of December 31, 2008. The fair value of our swaps decreased $9,054 during the year ended December 31, 2008 and is reflected in other comprehensive income (loss) on the consolidated statements of operations and other comprehensive income.
The following table summarizes interest rate swap and cap contracts outstanding as of December 31, 2008:
| Date Entered | Effective Date | End Date | Pay Fixed Rate | Receive Floating Rate Index | Notional Amount | Fair Value of December 31, 2008 (1) |
|---|---|---|---|---|---|---|
| November 16,2007 | November 20, 2007 | April 1, 2011 | 4.45% | 1 month LIBOR | 24,425 | (1,691) |
| February 6, 2008 | February 6, 2008 | January 29, 2010 | 4.39% | 1 month LIBOR | 200,000 | (3,705) |
| March 28, 2008 | March 28, 2008 | March 27, 2013 | 3.32% | 1 month LIBOR | 33,062 | (1,925) |
| March 28, 2008 | March 28, 2008 | March 31, 2011 | 2.81% | 1 month LIBOR | 50,000 | (1,660) |
| March 28, 2008 | March 28, 2008 | March 27, 2010 | 2.40% | 1 month LIBOR | 35,450 | (634) |
| December 12, 2008 | January 1, 2009 | December 12, 2011 | (2) | (2) | 20,245 | 21 |
| December 23, 2008 | January 5, 2009 | December 22, 2011 | 1.86% | 1 month LIBOR | 16,637 | (159) |
| 379,819 | (9,753) |
(1) The fair value was determined by a discounted cash flow model based on changes in interest rates.
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
(2) Interest rate cap at 4.75%.
In December 2007, the Company had entered into interest rate swap agreements, with a notional value of $305,593, that converted the variable-rate debt to fixed. The interest rate swaps were not considered effective as of December 31, 2007 and we recorded a loss and related liability of $1,464 for the year ended December 31, 2007. Such loss is included in interest expense on the consolidated statement of operations and the liability is included in other liabilities on the consolidated balance sheet. The Company designated these two swaps for hedge accounting in 2008 and recorded $242 of ineffectiveness during the year ended December 31, 2008. This amount is included in interest expense on the consolidated statement of operations.
(10) Income Taxes
The Company is qualified and has elected to be taxed as a real estate investment trust (REIT) under the Internal Revenue Code of 1986, as amended, for federal income tax purposes commencing with the tax year ending December 31, 2005. Since the Company qualifies for taxation as a REIT, the Company generally will not be subject to federal income tax on taxable income that is distributed to stockholders. A REIT is subject to a number of organizational and operational requirements, including a requirement that it currently distributes at least 90% of its REIT taxable income (subject to certain adjustments) to its stockholders. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, the Company will be subject to federal and state income tax on its taxable income at regular corporate tax rates. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property or net worth and federal income and excise taxes on its undistributed income.
In 2007, we formed the following wholly-owned taxable REIT subsidiaries in connection with the acquisition of the lodging portfolios and student housing: Barclay Holdings, Inc., Inland American Holding TRS, Inc., and Inland American Communities Third Party, Inc. In 2008, the Company formed Inland American Lodging Garden Grove Harbor TRS, LLC in connection with an addition to the lodging portfolio. Taxable income from non-REIT activities managed through these taxable REIT subsidiaries is subject to federal, state, and local income taxes. As such, the Companys taxable REIT subsidiaries are required to pay income taxes at the applicable rates.
Taxable REIT Subsidiaries
The components of income tax expense of the Companys taxable REIT subsidiaries for the year ended December 31:
| Federal | State | Total | Federal | State | Total | |
|---|---|---|---|---|---|---|
| Current | $ 3,216 | $ 306 | $ 3,522 | $ 409 | $ 113 | $ 522 |
| Deferred | 601 | 58 | 659 | 404 | 40 | 444 |
| Total income tax expense | $ 3,817 | $ 364 | $ 4,181 | $ 813 | $ 153 | $ 966 |
The actual income tax expense of the Companys taxable REIT subsidiaries for the year ended December 31, 2008 differs from the expected income tax expense (computed by applying the appropriate U.S. Federal income tax rate to earnings before income taxes) as a result of the following:
| Computed expected income tax expense | 3,941 |
|---|---|
| State income taxes, net Federal income tax effect | 240 |
| $ | 4,181 |
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
The components of the deferred tax assets relating to the Companys taxable REIT subsidiaries at December 31, were as follows:
| Net operating loss - Barclay Holding, Inc. | $ 4,429 | $ 4,689 |
|---|---|---|
| Net operating loss - Inland American Holding TRS, Inc. | - | 115 |
| Lease acquisition costs - Barclay Holding, Inc. | 2,511 | 3,138 |
| Depreciation expense Barclay Holding, Inc. | 313 | - |
| Total deferred tax assets | 7,253 | 7,942 |
| Less: Valuation allowance | (4,275) | (4,390) |
| Net realizable deferred tax asset | $ 2,978 | $ 3,552 |
The Company estimated its tax expense relating to the taxable REIT subsidiaries using a combined federal and state rate of 38%. As of the year ended 2008 the Companys taxable REIT subsidiaries had a deferred tax asset of $2,978, primarily due to past years tax net operating losses. These federal net operating loss carryforwards amounting to $2,795, $7,725, and $1,355 will expire in 2023, 2024 and 2025, respectively, if not utilized by then.
Deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of available evidence, including future reversal of existing taxable temporary difference, future projected taxable income, and tax planning strategies. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company has considered various factors, including future reversals of existing taxable temporary differences, projected future taxable income and tax-planning strategies in making this assessment. In order to fully realize the deferred tax asset, the Company will need to generate future taxable income of approximately $7,984 prior to the expiration of the federal net operating loss carryforwards. Taxable income for the year ended December 31, 2008 was $9,458. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowance of $4,275 at December 31, 2008. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.
Texas Margin Tax
In 2006, the State of Texas enacted new tax legislation. This legislation restructures the state business tax in Texas by replacing the taxable capital and earned surplus components of the current franchise tax with a new margin tax, which for financial reporting purposes is considered an income tax. As such, the Company has recorded income tax expense of $1,433, $810 and $1,393 for the years ended December 31, 2008, 2007 and 2006, respectively and has recorded a net deferred tax liability related to temporary differences of $1,385 and $1,506 for the years ended December 31, 2008 and 2007, respectively.
Income tax expense for the years ended December 31, 2008, 2007 and 2006 consists of the following:
| Current | $ 1,554 | $ 697 | $ - |
|---|---|---|---|
| Deferred | (121) | 113 | 1,393 |
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
Total income tax expense $ 1,433 $ 810 $ 1,393
The temporary differences that give rise to the net deferred tax liability at December 31, 2008 and 2007 consist of the following:
| Gain on sales of real estate, net of depreciation effect | $ 1,408 | 2007 — 1,396 |
|---|---|---|
| Straight-line rents | 7 | 8 |
| Others | (30) | 102 |
| Total cumulative temporary differences | $ 1,385 | 1,506 |
The Company has estimated its deferred income tax expense tax using the effective Texas margin tax rate of 1%.
Other Income Taxes
The Company is also subject to certain state and local taxes. Income tax expense for the year ended December 31, 2008 and 2007 was $510 and $317. No taxes were required for 2006.
Distributions
For federal income tax purposes, distributions may consist of ordinary income, qualifying dividends, return of capital, capital gains or a combination thereof. Distributions to the extent of the Companys current and accumulated earnings and profits for federal income tax purposes are taxable to the recipient as ordinary income. Distributions in excess of these earnings and profits will constitute a non-taxable return of capital rather than a dividend and will reduce the recipients basis in the shares.
A summary of the average taxable nature of the Companys common distributions for each of the years in the three year period ended December 31, 2008 is as follows:
| Ordinary income | $ 0.32 | $ 0.33 | $ 0.28 |
|---|---|---|---|
| Capital gains | - | 0.06 | - |
| Return of capital | 0.30 | 0.22 | 0.27 |
| Total distributions per share | $ 0.62 | $ 0.61 | $ 0.55 |
(11) Segment Reporting
The Company has five business segments: Office, Retail, Industrial, Lodging and Multi-family. The Chief Operating Decision Maker evaluates segment performance primarily based on net property operations. Net property operations of the segments do not include interest expense, depreciation and amortization, general and administrative expenses, minority interest expense or interest and other investment income from corporate investments. The non-segmented assets include the Companys cash and cash equivalents, investment in marketable securities, construction in progress, investment in unconsolidated entities and notes receivable.
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
Concentration of credit risk with respect to accounts receivable is limited due to the large number of tenants comprising the Companys rental revenue. SunTrust Banks, Inc. accounted for 12%, 0% and 0% and AT&T, Inc., accounted for 11%, 16% and 25% of consolidated rental revenues for the years ended December 31, 2008, 2007 and 2006, respectively. This concentration of revenues for these tenants increases the Companys risk associated with nonpayment by these tenants. In an effort to reduce risk, the Company performs ongoing credit evaluations of its larger tenants.
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
The following table summarizes net property operations income by segment for the year ended December 31, 2008.
| Property rentals | $ 398,417 | $ 104,900 | $ 196,060 | $ 66,887 | $ - | $ 30,570 |
|---|---|---|---|---|---|---|
| Straight-line rents | 17,457 | 5,259 | 6,986 | 5,015 | - | 197 |
| Amortization of acquired above and below market leases, net | 2,408 | (749) | 3,545 | (388) | - | - |
| Total rentals | $ 418,282 | $ 109,410 | $ 206,591 | $ 71,514 | $ - | $ 30,767 |
| Tenant recoveries | 70,607 | 25,442 | 41,982 | 3,178 | - | 5 |
| Other income | 30,265 | 7,325 | 4,751 | 15,714 | - | 2,475 |
| Lodging operating income | 531,584 | - | - | - | 531,584 | - |
| Total revenues | $ 1,050,738 | $ 142,177 | $ 253,324 | $ 90,406 | $ 531,584 | $ 33,247 |
| Total operating expenses | 469,695 | 41,959 | 65,722 | 7,095 | 337,888 | 17,031 |
| Net property operations | $ 581,043 | $ 100,218 | $ 187,602 | $ 83,311 | $ 193,696 | $ 16,216 |
| Depreciation and amortization | $ (320,792) | |||||
| Business manager management fee | $ (18,500) | |||||
| General and administrative | $ (34,087) | |||||
| Interest and dividend income | $ 81,274 | |||||
| Interest expense | $ (231,822) | |||||
| Income tax expense | $ (6,124) | |||||
| Other income | $ 211 | |||||
| Realized loss and impairment on securities, net | $ (262,105) | |||||
| Provision for asset impairment | $ (33,809) | |||||
| Provision for goodwill impairment | $ (11,199) | |||||
| Gain on extinguishment of debt | $ 7,760 | |||||
| Equity in loss of unconsolidated entities | $ (46,108) | |||||
| Impairment of investment in unconsolidated entities | $ (61,993) | |||||
| Minority interests | $ (8,927) | |||||
| Net loss applicable to common shares | $ (365,178) | |||||
| Balance Sheet Data: | ||||||
| Real estate assets, net | $ 8,094,625 | $ 1,393,385 | $ 2,845,127 | $ 863,411 | $ 2,474,017 | $ 518,685 |
| Capital expenditures | 109,841 | 13,728 | 4,102 | 527 | 91,455 | 29 |
| Non-segmented assets | 2,932,400 | |||||
| Total assets | $ 11,136,866 |
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
The following table summarizes net property operations income by segment for the year ended December 31, 2007.
| Property rentals | $ 267,816 | $ 93,965 | $ 116,557 | $ 43,789 | $ - | $ 13,505 |
|---|---|---|---|---|---|---|
| Straight-line rents | 12,765 | 5,513 | 3,670 | 3,582 | - | - |
| Amortization of acquired above and below market leases, net | 155 | (714) | 1,201 | (332) | - | - |
| Total rentals | $ 280,736 | $ 98,764 | $ 121,428 | $ 47,039 | $ - | $ 13,505 |
| Tenant recoveries | 55,192 | 22,743 | 30,103 | 2,346 | - | - |
| Other income | 16,416 | 7,066 | 3,128 | 4,801 | - | 1,421 |
| Lodging operating income | 126,392 | - | - | - | 126,392 | - |
| Total revenues | $ 478,736 | $ 128,573 | $ 154,659 | $ 54,186 | $ 126,392 | $ 14,926 |
| Total operating expenses | 174,755 | 37,336 | 44,708 | 5,017 | 80,628 | 7,066 |
| Net property operations | $ 303,981 | $ 91,237 | $ 109,951 | $ 49,169 | $ 45,764 | $ 7,860 |
| Depreciation and amortization | $ (174,163) | |||||
| Business manager management fee | $ (9,000) | |||||
| General and administrative | $ (19,466) | |||||
| Interest and dividend income | $ 84,288 | |||||
| Interest expense | $ (108,060) | |||||
| Income tax expense | $ (2,093) | |||||
| Other income (loss) | $ (4,611) | |||||
| Equity in earnings (loss) of unconsolidated entities | $ 4,477 | |||||
| Impairment of investment in unconsolidated entities | (10,084) | |||||
| Minority interests | $ (9,347) | |||||
| Net income applicable to common shares | $ 55,922 | |||||
| Balance Sheet Data: | ||||||
| Real estate assets, net | $ 6,334,356 | $ 1,261,394 | $ 2,525,967 | $ 810,587 | $ 1,529,722 | $ 206,686 |
| Capital expenditures | 24,794 | 3,150 | 2,133 | 28 | 19,457 | 26 |
| Non-segmented assets | 1,852,608 | |||||
| Total assets | $ 8,211,758 |
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
The following table summarizes net property operations income by segment for the year ended December 31, 2006.
| Property rentals | $ 93,428 | $ 40,261 | $ 48,670 | $ 2,822 | $ - | $ 1,675 |
|---|---|---|---|---|---|---|
| Straight-line rents | 4,588 | 2,347 | 1,936 | 305 | - | - |
| Amortization of acquired above and below market leases, net | 403 | (245) | 664 | (16) | - | - |
| Total rentals | $ 98,419 | $ 42,363 | $ 51,270 | $ 3,111 | $ - | $ 1,675 |
| Tenant recoveries | 21,547 | 7,359 | 13,894 | 294 | - | - |
| Other income | 3,236 | 1,870 | 1,248 | 2 | - | 116 |
| Lodging operating income | - | - | - | - | - | - |
| Total revenues | $ 123,202 | $ 51,592 | $ 66,412 | $ 3,407 | $ - | $ 1,791 |
| Total operating expenses | 32,791 | 12,271 | 19,381 | 396 | - | 743 |
| Net property operations | $ 90,411 | $ 39,321 | $ 47,031 | $ 3,011 | $ - | $ 1,048 |
| Depreciation and amortization | $ (49,681) | |||||
| Business manager management fee | $ (2,400) | |||||
| General and administrative | $ (7,613) | |||||
| Interest and dividend income | $ 22,164 | |||||
| Interest expense | $ (31,553) | |||||
| Income tax expense | $ (1,393) | |||||
| Other income | $ 4,068 | |||||
| Equity in earnings of unconsolidated entities | $ 1,903 | |||||
| Minority interests | $ (24,010) | |||||
| Net income applicable to common shares | $ 1,896 | |||||
| Balance Sheet Data: | ||||||
| Real estate assets, net | $ 2,420,640 | $ 1,086,020 | $ 1,031,416 | $ 285,397 | $ - | $ 17,807 |
| Capital expenditures | 470 | 332 | 138 | - | - | - |
| Non-segmented assets | 618,927 | |||||
| Total assets | $ 3,040,037 |
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
(12) Earnings (loss) per Share
Basic earnings (loss) per share (EPS) are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period (the common shares). Diluted EPS is computed by dividing net income (loss) by the common shares plus potential common shares issuable upon exercising options or other contracts. As a result of the net loss for the years ended December 31, 2008, the diluted weighted average shares outstanding do not give effect to potential common shares as to do so would be anti-dilutive because of a net loss or immaterial because of the immaterial number of potential common shares.
The basic and diluted weighted average number of common shares outstanding was 675,320,438, 396,752,280 and 68,374,630 for the years ended December 31, 2008, 2007 and 2006.
(13) Commitments and Contingencies
The Company has closed on several properties which have earnout components, meaning the Company did not pay for portions of these properties that were not rent producing. The Company is obligated, under certain agreements, to pay for those portions when the tenant moves into its space and begins to pay rent. The earnout payments are based on a predetermined formula. Each earnout agreement has a limited obligation period to pay any additional monies. If at the end of the time period allowed certain space has not been leased and occupied, the Company will own that space without any further obligation. Based on pro forma leasing rates, the Company may pay as much as $37,382 in the future as vacant space covered by earnout agreements is occupied and becomes rent producing.
The Company has entered into interest rate and treasury rate lock agreements with lenders to secure interest rates on mortgage debt on properties the Company owns or will purchase in the future. The deposits are applied as credits to the mortgage funding as they occur. As of December 31, 2008, the Company has approximately $5,020 of rate lock deposits outstanding. The agreement locked interest rates at 5.63% to 5.67% on approximately $40,246 in principal.
As of December 31, 2008, the Company had outstanding commitments to fund approximately $126,180 into joint ventures. The Company intends on funding these commitments with cash on hand of $945,225 and anticipated capital raised through its second offering.
Additionally, as of December 31, 2008, the Company has commitments totaling $142,625 for various development projects.
Certain leases and operating agreements within the lodging segment require the Company to reserve funds relating to replacements and renewals of the hotels furniture, fixtures and equipment. As of December 31, 2008, the Company has estimated its commitments related to this reserve to be $47,271.
Contemporaneous with the Companys merger with Winston Hotels, Inc., its wholly owned subsidiary, Inland American Winston Hotels, Inc., referred to herein as Inland American Winston, WINN Limited Partnership, or WINN, and Crockett Capital Corporation, or Crockett, memorialized in a development memorandum their intentions to subsequently negotiate and enter into a series of contracts to develop certain hotel properties, including without limitation a Westin Hotel in Durham, North Carolina, a Hampton Inn & Suites/Aloft Hotel in Raleigh, North Carolina, an Aloft Hotel in Chapel Hill, North Carolina and an Aloft Hotel in Cary, North Carolina (collectively referred to herein as the development hotels).
On March 6, 2008, Crockett filed an amended complaint in the General Court of Justice of the State of North Carolina against Inland American Winston and WINN. The complaint alleges that the development memorandum reflecting the parties intentions regarding the development hotels was instead an agreement that legally bound the parties. The
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
complaint further claims that Inland American Winston and WINN breached the terms of the alleged agreement by failing to take certain actions to develop the Cary, North Carolina hotel and by refusing to convey their rights in the three other development hotels to Crockett. The complaint seeks, among other things, monetary damages in an amount not less than $4,800 with respect to the Cary, North Carolina property. With respect to the remaining three development hotels, the complaint seeks specific performance in the form of an order directing Inland American Winston and WINN to transfer their rights in the hotels to Crockett or, alternatively, monetary damages in an amount not less than $20,100.
Inland American Winston and WINN deny these claims and, on March 26, 2008, filed a motion to dismiss the amended complaint. On March 13, 2009, the court denied the motion to dismiss. Inland intends to file answers and affirmative defenses to the amended complaint as well as counterclaims against the Plaintiff.
(14) Fair Value Disclosures
The Company has estimated the fair value of its financial instruments using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that would be realized upon disposition.
Effective January 1, 2008, the Company adopted SFAS 157, which defines fair value based on the price that would be received upon sale of an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS 157 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which are described below:
| | Level 1 Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. |
|---|---|
| | Level 2 Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. |
| | Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
At December 31, 2008 and 2007, the carrying amounts of certain of the Companys financial instruments, including cash and cash equivalents, accounts receivable and accounts payable and accrued expenses were representative of their fair values due to the short-term nature of these instruments. At December 31, 2008 and 2007, the fair value of our marketable securities have been estimated based upon quoted market prices for the same or similar issues when current quoted market prices are available (Level 1). To calculate the fair value of the derivative contracts, the Company primarily uses quoted prices for similar contracts (Level 2). The fair value of our commercial mortgage backed securities that do not have current quoted market prices available has been estimated by discounting the estimated future cash flows. The lack of activity in the CMBS market has resulted in a lack of observable market inputs to use in determining fair value. The Company incorporated its own assumptions about future cash flows and the appropriate discount rate adjusted for credit and liquidity factors. In developing these assumptions, the Company incorporated the contractual terms of the securities, the type of collateral, any credit enhancements available, and relevant market data, where available (Level 3). The Companys valuation of its put/call agreement in MB REIT is determined using present value estimates of the put liability based on probable dividend yields (Level 3).
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
For assets and liabilities measured at fair value on a recurring basis, quantitative disclosure of the fair value for each major category of assets and liabilities is presented below:
| Using Quoted Prices in Active Markets for Identical Assets | Using Significant Other Observable Inputs | Using Significant Other Unobservable Inputs | |
|---|---|---|---|
| Description | (Level 1) | (Level 2) | (Level 3) |
| Available-for-sale securities | $ 206,534 | - | - |
| Commercial mortgage backed securities | - | $ - | 22,615 |
| Total assets | $ 206,534 | $ - | 22,615 |
| Put/call agreement in MB REIT | - | - | $ 3,000 |
| Derivative interest rate instruments | - | 9,753 | - |
| Total liabilities | - | 9,753 | $ 3,000 |
(15) New Accounting Pronouncements
On November 24, 2008, the FASB ratified EITF 08-6, Equity-Method Investment Accounting. The consensus addresses issues that arise when considering APB Opinion 18 The Equity Method of Accounting for Investments in Common Stock, including share transactions that affect control, transaction costs in the initial valuation of the investment and impairment of the equity-method investment. The consensus is effective prospectively for fiscal years beginning on or after December 15, 2008, consistent with the effective dates of SFAS 141(R) and SFAS160.
In March 2008, the FASB issued Statement No. 161 Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133. This Statement amends SFAS No. 133 to provide additional information about how derivative and hedging activities affect the Companys financial position, financial performance, and cash flows and requires enhanced disclosures about the Companys derivatives and hedging activities. SFAS No. 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008. The Company anticipates it will not have an effect on its results of operations or financial position as the Statement only provides for new disclosure requirements.
In December 2007, the FASB issued Statement No. 160 Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51. This Statement amends Accounting Research Bulletin (ARB) No. 51 to establish accounting and reporting standards for the noncontrolling interest (previously referred to as a minority interest) in a subsidiary and for the deconsolidation of a subsidiary. The Statement also amends certain of ARB 51s consolidation procedures for consistency with the requirements of FASB Statement No. 141 (Revised) Business Combinations. SFAS No. 160 requires noncontrolling interests to be treated as a separate component of equity, not as a liability or other item outside of permanent equity. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of SFAS 160 to have a material impact on our consolidated financial statements.
Also in December 2007, the FASB issued Statement No. 141 (Revised) Business Combinations. This Statement establishes principles and requirements for how the acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree, and any goodwill acquired in the business combination or a gain from a bargain purchase. SFAS No. 141(R) requires most identifiable assets, liabilities, noncontrolling interests, and goodwill acquired in a business combination to be recorded at
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
full fair value. SFAS No. 141(R) must be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Early application is prohibited. Transaction costs related to the acquisition of a business that were previously capitalized will be expensed under SFAS 141(R).
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 allows entities to voluntarily choose, at specified election dates, to measure many financial assets and financial liabilities (as well as certain non-financial instruments that are similar to financial instruments) at fair value. The election is made on an instrument-by-instrument basis and is irrevocable. If the fair value option is elected for an instrument, SFAS No. 159 specifies that all subsequent changes in fair value for that instrument shall be reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company has elected not to adopt the fair value option for any such financial assets and financial liabilities.
In September 2006, FASB issued Statement No. 157 Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement applies to accounting pronouncements that require or permit fair value measurements, except for share-based payments transactions under FASB Statement No. 123 (Revised) Share-Based Payment. This Statement was effective for financial statements issued for fiscal years beginning after November 15, 2007, except for non-financial assets and liabilities, for which this Statement will be effective for years beginning after November 15, 2008. The Company is evaluating the effect of implementing the Statement relating to such non-financial assets and liabilities, although the Statement does not require any new fair value measurements or remeasurements of previously reported fair values.
(16) Subsequent Events
On January 20, 2009, our board of directors voted unanimously to determine each monthly distribution rate on an adjustable basis, with a floor of $.50/share, which equates to a 5% annualized yield on a share purchase of $10.
The Company paid distributions to our stockholders totaling $40,777, $33,091 and $33,025 in January, February and March 2009.
Effective March 30, 2009, our board of directors has voted to suspend our share repurchase program until further notice, therefore temporarily eliminating stockholders ability to have us repurchase their shares and preventing stockholders from liquidating their investment.
Effective April 6, 2009, we have elected to terminate our follow-on offering.
On February 24, 2009, the Company purchased 35,000 Inland Real Estate Corporation (IRC) convertible bonds for $24,959 with a face value of $35,000 from an unaffiliated third party. The bonds are each convertible into 48.2824 shares of IRC common stock, for a total of 1,689,884 potential shares of IRC.
On February 26, 2009, the Company acquired a pool of commercial mortgage-backed securities (CMBS) with a face value of approximately $5,000 for $2,200. The securities in this pool of CMBS consist of Class A-MFX bonds, which accrue interest at a coupon rate of 12.1822% per annum and have a weighted average life of seven years.
On January 6, 2009, the Company was granted a third board seat of five on the LIP Holdings, LLC (Lauth) joint venture.
The mortgage debt financings obtained subsequent to December 31, 2008, are detailed in the table below.
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
| Property | Date of Financing | Approximate Amount of Loan ($) | Interest Per Annum | Maturity Date |
|---|---|---|---|---|
| United Healthcare Cypress | 1/15/09 | 22,000 | LIBOR + 280 bps | 1/13/12 |
| Brazos Ranch | 1/21/09 | 15,246 | 5.67% | 2/1/14 |
| Sanofi-aventis | 1/28/09 | 190,000 | 5.75% | 12/6/15 |
| Fultondale Promenade | 2/2/09 | 16,870 | 5.6% | 2/1/14 |
| Pavilions at La Quinta | 2/18/09 | 23,976 | LIBOR + 185 bps | 4/28/12 |
| Dothan Pavilion | 2/18/09 | 37,165 | LIBOR + 170 bps | 12/18/12 |
| Macquarie Pool II | 3/25/09 | 36,730 | 4.44%-5.05% | 5/1/2010-12/08/11 |
Brazos Ranch: On January 13, 2009, the Company purchased the Brazos Ranch Apartments for approximately $27,700. The complex consists of 308 units and is located in Rosenberg, Texas.
Macquarie: On January 14, 2009, the Company purchased Pool I of the Macquarie Portfolio for approximately $71,100. The portfolio consists of seven retail assets and encompasses 588,522 square feet. It was a cash purchase, with no debt assumed.
Sanofi-aventis: On January 28, 2009, the Company purchased the Sanofi Portfolio for approximately $230,000. The portfolio consists of three office buildings that house the Sanofi-aventis corporate headquarters. It encompasses 736,572 square feet. Cash was paid in the amount of approximately $42,000 (combination of acquisition and earnest money), and debt of approximately $190,000 was assumed on the property. The debt is a non-recourse loan, interest only at a rate of 5.75% for 7 years. It matures on December 7, 2015.
Alcoa Exchange Phase II: On January 29, 2009, the Company closed on the Alcoa Exchange II property located in Benton, Arkansas for approximately $7,300. The property consists of two big tenants, Best Buy and Petco and encompasses 43,750 square feet.
Fultondale Promenade: On February 2, 2009, the Company closed on the Fultondale Promenade, a retail center located in Birmingham, Alabama for approximately $30,700. The property is made of 28 tenant sites and consists of 249,554 square feet. The seller financed approximately $16,900 of the purchase price at 5.6% over 5 years.
Pavilion at La Quinta: On February 18, 2009, the Company closed on the Pavilion at La Quinta, a retail shopping center located in La Quinta, California for approximately $41,200. The property consists of 166,099 square feet. The Company assumed a loan of $23,980, with an interest rate of LIBOR + 185 basis points, or 2.3% as of the closing date.
Dothan Pavilion: On February 18, 2009, the Company closed on the Dothan Pavilion, a retail shopping center located in Dothan, Alabama for approximately $42,600. It consists of 327,534 square feet. The Company assumed a loan of approximately $37,200 at an interest rate of LIBOR + 170 basis points, which was 2.15% as of the closing date.
Macquarie: On March 25 and 27, 2009, the Company purchased Pool II of the Macquarie Portfolio for approximately $61,500. The portfolio consists of five retail assets and consists of 519,074 square feet. The Company assumed debt of approximately $36,700 on three of the four properties, with rates ranging from 4.44% to 5.05%. Cash was paid for the fifth property.
Cambria Suites, 325 W. 33 rd Street NYC: On January 23, 2009, the Company extended the note on this property through December 31, 2009. The Company adjusted the rate from 8.35% to 9% on the outstanding principal of approximately $16,900.
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Notes To Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts) December 31, 2008, 2007 and 2006
(17) Quarterly Supplemental Financial Information (unaudited)
The following represents the results of operations, for each quarterly period, during 2008 and 2007.
| Dec. 31 | Sept. 30 | June 30 | March 31 | |
|---|---|---|---|---|
| Total income | $ 280,285 | 263,237 | 271,694 | 235,522 |
| Net income (loss) | (327,446) | (14,572) | (34,217) | 11,057 |
| Net income (loss), per common share, basic and diluted | (.42) | (.02) | (.05) | .02 |
| Weighted average number of common shares outstanding, basic and diluted | 775,350,274 | 703,516,765 | 637,875,067 | 575,543,596 |
| Dec. 31 | Sept. 30 | June 30 | March 31 | |
|---|---|---|---|---|
| Total income | $ 187,371 | 141,604 | 86,030 | 63,731 |
| Net income (loss) | 3,809 | 16,971 | 23,053 | 12,089 |
| Net income (loss), per common share, basic and diluted | .01 | .04 | .06 | .06 |
| Weighted average number of common shares outstanding, basic and diluted | 524,257,618 | 473,803,752 | 379,010,064 | 205,589,116 |
-83-
INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Schedule III Real Estate and Accumulated Depreciation
December 31, 2008
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| Retail | |||||||||
| 14th STREET MARKET | 7,712 | 3,500 | 9,241 | - | 3,500 | 9,241 | 12,741 | 565 | 2007 |
| Plano, TX | |||||||||
| 24 HOUR FITNESS - 249 & JONES | - | 2,650 | 7,079 | - | 2,650 | 7,079 | 9,729 | 843 | 2005 |
| Houston, TX | |||||||||
| 24 HOUR FITNESS -THE WOODLANDS | - | 1,540 | 11,287 | - | 1,540 | 11,287 | 12,827 | 1,284 | 2005 |
| Woodlands, TX | |||||||||
| 6101 RICHMOND AVENUE | - | 1,700 | 1,264 | - | 1,700 | 1,264 | 2,964 | 151 | 2005 |
| Houston, TX | |||||||||
| 95th and CICERO | 8,949 | 4,500 | 9,910 | - | 4,500 | 9,910 | 14,410 | 111 | 2008 |
| Oak Lawn, IL | |||||||||
| ALCOA EXCHANGE | 12,810 | 4,900 | 15,577 | - | 4,900 | 15,577 | 20,477 | 326 | 2008 |
| Bryant, AR | |||||||||
| ANTOINE TOWN CENTER | - | 1,645 | 7,343 | 58 | 1,645 | 7,401 | 9,046 | 807 | 2005 |
| Houston, TX | |||||||||
| ASHFORD PLAZA | - | 900 | 2,440 | 167 | 900 | 2,607 | 3,507 | 299 | 2005 |
| Houston, TX | |||||||||
| ATASCOCITA SHOPPING CENTER | - | 1,550 | 7,994 | 42 | 1,550 | 8,036 | 9,586 | 911 | 2005 |
| Humble, TX | |||||||||
| BAY COLONY | - | 3,190 | 30,828 | 5,340 | 3,190 | 36,168 | 39,358 | 3,433 | 2005 |
| League City, TX | |||||||||
| BELLERIVE PLAZA | 6,092 | 2,400 | 7,749 | 56 | 2,400 | 7,805 | 10,205 | 477 | 2007 |
| Nicholasville, KY | |||||||||
| BI-LO - GREENVILLE | 4,286 | 1,400 | 5,503 | - | 1,400 | 5,503 | 6,903 | 497 | 2006 |
| Greenville, SC | |||||||||
| BLACKHAWK TOWN CENTER | - | 1,645 | 19,982 | - | 1,645 | 19,982 | 21,627 | 2,213 | 2005 |
| Houston, TX | |||||||||
| BRANDON CENTRE SOUTH | 16,133 | 5,720 | 19,500 | 74 | 5,720 | 19,574 | 25,294 | 1,197 | 2007 |
| Brandon, FL | |||||||||
| BROOKS CORNER | 14,276 | 10,600 | 13,648 | 2,532 | 10,600 | 16,180 | 26,780 | 1,410 | 2006 |
| San Antonio, TX | |||||||||
| BUCKHORN PLAZA | 9,025 | 1,651 | 11,770 | 709 | 1,651 | 12,479 | 14,130 | 1,036 | 2006 |
| Bloomsburg, PA | |||||||||
| CANFIELD PLAZA | 7,575 | 2,250 | 10,339 | 406 | 2,250 | 10,745 | 12,995 | 1,069 | 2006 |
| Canfield, OH | |||||||||
| CARVER CREEK | - | 650 | 560 | 728 | 650 | 1,287 | 1,937 | 124 | 2005 |
| Dallas, TX |
-84-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| CHESAPEAKE COMMONS | 8,950 | 2,669 | 10,839 | - | 2,669 | 10,839 | 13,508 | 695 | 2007 |
| Chesapeake, VA | |||||||||
| CHILIS - HUNTING BAYOU | - | 400 | - | - | 400 | - | 400 | - | 2005 |
| Jacinto City, TX | |||||||||
| CINEMARK - JACINTO CITY | - | 1,160 | 10,540 | - | 1,160 | 10,540 | 11,700 | 1,218 | 2005 |
| Jacinto City, TX | |||||||||
| CINEMARK - WEBSTER | - | 1,830 | 12,094 | - | 1,830 | 12,094 | 13,924 | 1,365 | 2005 |
| Webster, TX | |||||||||
| CINEMARK 12 - SILVERLAKE | - | 1,310 | 7,496 | - | 1,310 | 7,496 | 8,806 | 825 | 2005 |
| Pearland, TX | |||||||||
| CITIZENS (CFG) CONNECTICUT | 678 | 525 | 737 | (2) | 525 | 735 | 1,260 | 43 | 2007 |
| Hamden, CT | |||||||||
| CITIZENS (CFG) CONNECTICUT | 1,095 | 450 | 1,191 | (4) | 450 | 1,187 | 1,637 | 69 | 2007 |
| Colchester, CT | |||||||||
| CITIZENS (CFG) CONNECTICUT | 2,018 | 480 | 2,194 | (7) | 480 | 2,187 | 2,667 | 127 | 2007 |
| Deep River, CT | |||||||||
| CITIZENS (CFG) CONNECTICUT | 1,142 | 430 | 1,242 | (4) | 430 | 1,238 | 1,668 | 72 | 2007 |
| East Lyme, CT | |||||||||
| CITIZENS (CFG) CONNECTICUT | 2,435 | 111 | 2,648 | (9) | 111 | 2,640 | 2,751 | 153 | 2007 |
| Montville, CT | |||||||||
| CITIZENS (CFG) CONNECTICUT | 1,123 | 450 | 1,221 | (4) | 450 | 1,217 | 1,667 | 71 | 2007 |
| Stonington, CT | |||||||||
| CITIZENS (CFG) CONNECTICUT | 1,150 | 420 | 1,251 | (4) | 420 | 1,247 | 1,667 | 72 | 2007 |
| Stonington, CT | |||||||||
| CITIZENS (CFG) CONNECTICUT | 808 | 490 | 879 | (3) | 490 | 876 | 1,366 | 51 | 2007 |
| East Hampton, CT | |||||||||
| CITIZENS (CFG) DELAWARE | 653 | 525 | 353 | (4) | 525 | 349 | 874 | 20 | 2007 |
| Lewes, DE | |||||||||
| CITIZENS (CFG) DELAWARE | 467 | 275 | 252 | (3) | 275 | 250 | 525 | 15 | 2007 |
| Wilmington, DE | |||||||||
| CITIZENS (CFG) DELAWARE | 393 | 485 | 212 | (2) | 485 | 210 | 695 | 12 | 2007 |
| Wilmington, DE | |||||||||
| CITIZENS (CFG) ILLINOIS | 3,260 | 1,870 | 2,414 | (6) | 1,870 | 2,408 | 4,278 | 140 | 2007 |
| Orland Hills, IL | |||||||||
| CITIZENS (CFG) ILLINOIS | 361 | 450 | 267 | (1) | 450 | 267 | 717 | 15 | 2007 |
| Calumet City, IL | |||||||||
| CITIZENS (CFG) ILLINOIS | 179 | 815 | 133 | - | 815 | 132 | 947 | 8 | 2007 |
| Chicago, IL | |||||||||
| CITIZENS (CFG) ILLINOIS | 512 | 575 | 379 | (1) | 575 | 378 | 953 | 22 | 2007 |
| Villa Park, IL | |||||||||
| CITIZENS (CFG) ILLINOIS | 786 | 725 | 582 | (1) | 725 | 580 | 1,305 | 34 | 2007 |
| Westchester, IL | |||||||||
| CITIZENS (CFG) ILLINOIS | 1,443 | 375 | 1,069 | (2) | 375 | 1,066 | 1,441 | 62 | 2007 |
| Olympia Fields, IL | |||||||||
| CITIZENS (CFG) ILLINOIS | 1,221 | 290 | 904 | (2) | 290 | 902 | 1,192 | 52 | 2007 |
| Chicago Heights, IL |
-85-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| CITIZENS (CFG) MELLON BANK BLD | 2,205 | 725 | 2,255 | 27 | 725 | 2,283 | 3,008 | 131 | 2007 |
| Georgetown, DE | |||||||||
| CITIZENS (CFG) MICHIGAN | 640 | 500 | 174 | - | 500 | 174 | 674 | 10 | 2007 |
| Farmington, MI | |||||||||
| CITIZENS (CFG) MICHIGAN | 803 | 1,100 | 219 | - | 1,100 | 219 | 1,319 | 13 | 2007 |
| Troy, MI | |||||||||
| CITIZENS (CFG) NEW HAMPSHIRE | 2,407 | 1,050 | 2,121 | - | 1,050 | 2,121 | 3,171 | 123 | 2007 |
| Keene, NH | |||||||||
| CITIZENS (CFG) NEW HAMPSHIRE | 1,270 | 554 | 1,119 | - | 554 | 1,119 | 1,673 | 65 | 2007 |
| Manchester, NH | |||||||||
| CITIZENS (CFG) NEW HAMPSHIRE | 1,420 | 618 | 1,251 | - | 618 | 1,251 | 1,869 | 73 | 2007 |
| Manchester, NH | |||||||||
| CITIZENS (CFG) NEW HAMPSHIRE | 1,472 | 641 | 1,297 | - | 641 | 1,297 | 1,938 | 75 | 2007 |
| Salem, NH | |||||||||
| CITIZENS (CFG) NEW HAMPSHIRE | 17,744 | 9,620 | 15,633 | - | 9,620 | 15,633 | 25,253 | 906 | 2007 |
| Manchester, NH | |||||||||
| CITIZENS (CFG) NEW HAMPSHIRE | 319 | 172 | 281 | - | 172 | 281 | 453 | 16 | 2007 |
| Hinsdale, NH | |||||||||
| CITIZENS (CFG) NEW HAMPSHIRE | 284 | 111 | 250 | - | 111 | 250 | 361 | 15 | 2007 |
| Ossipee, NH | |||||||||
| CITIZENS (CFG) NEW HAMPSHIRE | 294 | 176 | 259 | - | 176 | 259 | 435 | 15 | 2007 |
| Pelham, NH | |||||||||
| CITIZENS (CFG) NEW JERSEY | 821 | 500 | 466 | - | 500 | 466 | 966 | 27 | 2007 |
| Haddon Heights, NJ | |||||||||
| CITIZENS (CFG) NEW JERSEY | 824 | 850 | 468 | - | 850 | 468 | 1,318 | 27 | 2007 |
| Marlton, NJ | |||||||||
| CITIZENS (CFG) NEW YORK | 1,156 | 70 | 1,342 | - | 70 | 1,342 | 1,412 | 78 | 2007 |
| Plattsburgh, NY | |||||||||
| CITIZENS (CFG) OHIO | 2,333 | 400 | 1,736 | - | 400 | 1,736 | 2,136 | 101 | 2007 |
| Fairlawn, OH | |||||||||
| CITIZENS (CFG) OHIO | 565 | 450 | 420 | - | 450 | 420 | 870 | 24 | 2007 |
| Bedford, OH | |||||||||
| CITIZENS (CFG) OHIO | 641 | 625 | 477 | - | 625 | 477 | 1,102 | 28 | 2007 |
| Parma, OH | |||||||||
| CITIZENS (CFG) OHIO | 678 | 900 | 505 | - | 900 | 505 | 1,405 | 29 | 2007 |
| Parma, OH | |||||||||
| CITIZENS (CFG) OHIO | 683 | 750 | 508 | - | 750 | 508 | 1,258 | 29 | 2007 |
| Parma Heights, OH | |||||||||
| CITIZENS (CFG) OHIO | 1,178 | 850 | 876 | - | 850 | 876 | 1,726 | 51 | 2007 |
| South Russell, OH | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 689 | 50 | 771 | - | 50 | 771 | 821 | 45 | 2007 |
| Altoona, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,013 | 85 | 1,134 | - | 85 | 1,133 | 1,218 | 66 | 2007 |
| Ashley, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,022 | 675 | 1,144 | - | 675 | 1,144 | 1,819 | 66 | 2007 |
| Brodheadsville, PA |
-86-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| CITIZENS (CFG) PENNSYLVANIA | 1,282 | 75 | 1,434 | - | 75 | 1,434 | 1,509 | 83 | 2007 |
| Butler, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,269 | 1,150 | 1,420 | - | 1,150 | 1,419 | 2,569 | 82 | 2007 |
| Camp Hill, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,199 | 500 | 1,342 | - | 500 | 1,342 | 1,842 | 78 | 2007 |
| Camp Hill, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,636 | 125 | 1,830 | - | 125 | 1,830 | 1,955 | 106 | 2007 |
| Carnegie, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,390 | 40 | 1,555 | - | 40 | 1,555 | 1,595 | 90 | 2007 |
| Charlerol, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,275 | 325 | 1,427 | - | 325 | 1,427 | 1,752 | 83 | 2007 |
| Dallas, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 860 | 150 | 962 | - | 150 | 962 | 1,112 | 56 | 2007 |
| Dallastown, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,303 | 260 | 1,458 | - | 260 | 1,458 | 1,718 | 85 | 2007 |
| Dillsburg, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,479 | 485 | 1,655 | - | 485 | 1,655 | 2,140 | 96 | 2007 |
| Drexel Hill, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 988 | 50 | 1,106 | - | 50 | 1,106 | 1,156 | 64 | 2007 |
| Ford City, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,544 | 385 | 1,727 | - | 385 | 1,727 | 2,112 | 100 | 2007 |
| Glenside, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 813 | 125 | 909 | - | 125 | 909 | 1,034 | 53 | 2007 |
| Greensburg, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 975 | 300 | 1,092 | - | 300 | 1,091 | 1,391 | 63 | 2007 |
| Highspire, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 902 | 100 | 1,009 | - | 100 | 1,009 | 1,109 | 59 | 2007 |
| Homestead, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,516 | 300 | 1,697 | - | 300 | 1,696 | 1,996 | 98 | 2007 |
| Kingston, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,240 | 50 | 1,388 | - | 50 | 1,388 | 1,438 | 80 | 2007 |
| Kittanning, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,625 | 330 | 1,819 | - | 330 | 1,819 | 2,149 | 106 | 2007 |
| Matamoras, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,034 | 100 | 1,157 | - | 100 | 1,157 | 1,257 | 67 | 2007 |
| McKees Rocks, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 2,619 | 250 | 2,931 | - | 250 | 2,931 | 3,181 | 170 | 2007 |
| Mechanicsburg, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 465 | 40 | 521 | - | 40 | 520 | 560 | 30 | 2007 |
| Mercer, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,450 | 275 | 1,623 | - | 275 | 1,623 | 1,898 | 94 | 2007 |
| Milford, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,105 | 600 | 1,237 | - | 600 | 1,237 | 1,837 | 72 | 2007 |
| Philadelphia, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 942 | 245 | 1,054 | - | 245 | 1,054 | 1,299 | 61 | 2007 |
| Philadelphia, PA |
-87-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| CITIZENS (CFG) PENNSYLVANIA | 1,200 | 700 | 1,342 | - | 700 | 1,342 | 2,042 | 78 | 2007 |
| Philadelphia, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,011 | 75 | 1,131 | - | 75 | 1,131 | 1,206 | 66 | 2007 |
| Pitcairn, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 3,278 | 75 | 3,668 | (1) | 75 | 3,668 | 3,743 | 213 | 2007 |
| Pittsburgh, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,849 | 100 | 2,069 | - | 100 | 2,069 | 2,169 | 120 | 2007 |
| Pittsburgh, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 2,811 | 900 | 3,146 | (1) | 900 | 3,145 | 4,045 | 182 | 2007 |
| Pittsburgh, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 922 | 150 | 1,032 | - | 150 | 1,032 | 1,182 | 60 | 2007 |
| Pittsburgh, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 2,969 | 75 | 3,322 | (1) | 75 | 3,322 | 3,397 | 193 | 2007 |
| Pittsburgh, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,414 | 75 | 1,583 | - | 75 | 1,582 | 1,657 | 92 | 2007 |
| Pittsburgh, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,364 | 50 | 1,527 | - | 50 | 1,527 | 1,577 | 89 | 2007 |
| Pittsburgh, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 2,024 | 165 | 2,265 | - | 165 | 2,265 | 2,430 | 131 | 2007 |
| Reading, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,194 | 120 | 1,336 | - | 120 | 1,336 | 1,456 | 78 | 2007 |
| Reading, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,116 | 650 | 1,249 | - | 650 | 1,249 | 1,899 | 72 | 2007 |
| Souderton, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,494 | 400 | 1,672 | - | 400 | 1,671 | 2,071 | 97 | 2007 |
| State College, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,094 | 730 | 1,225 | - | 730 | 1,224 | 1,954 | 71 | 2007 |
| Tannersville, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,123 | 150 | 1,257 | - | 150 | 1,257 | 1,407 | 73 | 2007 |
| Turtle Creek, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 821 | 50 | 919 | - | 50 | 919 | 969 | 53 | 2007 |
| Tyrone, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,152 | 530 | 1,289 | - | 530 | 1,289 | 1,819 | 75 | 2007 |
| Upper Darby, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 861 | 115 | 964 | - | 115 | 964 | 1,079 | 56 | 2007 |
| West Chester, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 2,481 | 125 | 2,776 | - | 125 | 2,776 | 2,901 | 161 | 2007 |
| West Hazelson, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 2,695 | 400 | 3,016 | - | 400 | 3,015 | 3,415 | 175 | 2007 |
| York, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 597 | 150 | 668 | - | 150 | 668 | 818 | 39 | 2007 |
| Aliquippa, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 680 | 750 | 761 | - | 750 | 761 | 1,511 | 44 | 2007 |
| Allison Park, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 512 | 100 | 573 | - | 100 | 573 | 673 | 33 | 2007 |
| Altoona, PA |
-88-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| CITIZENS (CFG) PENNSYLVANIA | 451 | 350 | 504 | - | 350 | 504 | 854 | 29 | 2007 |
| Beaver Falls, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 506 | 350 | 567 | - | 350 | 567 | 917 | 33 | 2007 |
| Carlisle, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 431 | 100 | 483 | - | 100 | 483 | 583 | 28 | 2007 |
| Cranberry, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 545 | 275 | 610 | - | 275 | 610 | 885 | 35 | 2007 |
| Erie, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 343 | 90 | 383 | - | 90 | 383 | 473 | 22 | 2007 |
| Grove City, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 547 | 40 | 612 | - | 40 | 612 | 652 | 35 | 2007 |
| Grove City, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 604 | 625 | 676 | - | 625 | 676 | 1,301 | 39 | 2007 |
| Harrisburg, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 699 | 690 | 782 | - | 690 | 782 | 1,472 | 45 | 2007 |
| Haertown, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 655 | 50 | 733 | - | 50 | 733 | 783 | 42 | 2007 |
| Hollidaysburg, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 526 | 420 | 589 | - | 420 | 589 | 1,009 | 34 | 2007 |
| Kutztown, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 548 | 650 | 614 | - | 650 | 614 | 1,264 | 36 | 2007 |
| Lancaster, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 599 | 500 | 671 | - | 500 | 671 | 1,171 | 39 | 2007 |
| Lancaster, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 481 | 200 | 538 | - | 200 | 538 | 738 | 31 | 2007 |
| Latrobe, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 493 | 175 | 552 | - | 175 | 552 | 727 | 32 | 2007 |
| Lititz, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 575 | 225 | 644 | - | 225 | 644 | 869 | 37 | 2007 |
| Lower Burrell, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 484 | 210 | 542 | - | 210 | 542 | 752 | 31 | 2007 |
| Mountain Top, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 246 | 125 | 275 | - | 125 | 275 | 400 | 16 | 2007 |
| Munhall, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 615 | 500 | 688 | - | 500 | 688 | 1,188 | 40 | 2007 |
| New Stanton, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 863 | 225 | 966 | - | 225 | 966 | 1,191 | 56 | 2007 |
| Oakmont, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 479 | 50 | 536 | - | 50 | 536 | 586 | 31 | 2007 |
| Oil City, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 609 | 225 | 682 | - | 225 | 682 | 907 | 40 | 2007 |
| Philadelphia, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,540 | 500 | 1,723 | - | 500 | 1,723 | 2,223 | 100 | 2007 |
| Pittsburgh, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,292 | 300 | 1,446 | - | 300 | 1,446 | 1,746 | 84 | 2007 |
| Pittsburgh, PA |
-89-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| CITIZENS (CFG) PENNSYLVANIA | 1,002 | 275 | 1,121 | - | 275 | 1,121 | 1,396 | 65 | 2007 |
| Pittsburgh, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 836 | 250 | 936 | - | 250 | 936 | 1,186 | 54 | 2007 |
| Pittsburgh, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 714 | 75 | 799 | - | 75 | 799 | 874 | 46 | 2007 |
| Saxonburg, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 373 | 225 | 417 | - | 225 | 417 | 642 | 24 | 2007 |
| Shippensburg, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 215 | 200 | 241 | - | 200 | 241 | 441 | 14 | 2007 |
| Slovan, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 478 | 325 | 535 | - | 325 | 535 | 860 | 31 | 2007 |
| State College, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 581 | 245 | 650 | - | 245 | 650 | 895 | 38 | 2007 |
| Temple, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 578 | 300 | 647 | - | 300 | 647 | 947 | 38 | 2007 |
| Verona, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 971 | 1,250 | 1,086 | - | 1,250 | 1,086 | 2,336 | 63 | 2007 |
| Warrendale, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 589 | 390 | 659 | - | 390 | 659 | 1,049 | 38 | 2007 |
| West Grove, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 578 | 600 | 647 | - | 600 | 646 | 1,246 | 38 | 2007 |
| Wexford, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 865 | 225 | 968 | - | 225 | 968 | 1,193 | 56 | 2007 |
| Wilkes-Barre, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 628 | 700 | 703 | - | 700 | 703 | 1,403 | 41 | 2007 |
| York, PA | |||||||||
| CITIZENS (CFG) PENNSYLVANIA | 1,950 | 250 | 2,182 | - | 250 | 2,181 | 2,431 | 127 | 2007 |
| Mount Lebanon, PA | |||||||||
| CITIZENS (CFG) RHODE ISLAND | 1,006 | 438 | 1,095 | (2) | 438 | 1,093 | 1,531 | 63 | 2007 |
| Coventry, RI | |||||||||
| CITIZENS (CFG) RHODE ISLAND | 1,476 | 643 | 1,607 | (3) | 643 | 1,604 | 2,247 | 93 | 2007 |
| Cranston, RI | |||||||||
| CITIZENS (CFG) RHODE ISLAND | 1,236 | 538 | 1,346 | (3) | 538 | 1,343 | 1,881 | 78 | 2007 |
| Johnston, RI | |||||||||
| CITIZENS (CFG) RHODE ISLAND | 1,818 | 821 | 1,980 | (4) | 821 | 1,976 | 2,797 | 115 | 2007 |
| North Providence, RI | |||||||||
| CITIZENS (CFG) RHODE ISLAND | 1,072 | 600 | 1,168 | (2) | 600 | 1,166 | 1,766 | 68 | 2007 |
| Providence, RI | |||||||||
| CITIZENS (CFG) RHODE ISLAND | 1,338 | 666 | 1,457 | (3) | 666 | 1,455 | 2,120 | 84 | 2007 |
| Wakefield, RI | |||||||||
| CITIZENS (CFG) RHODE ISLAND | 3,506 | 1,278 | 3,817 | (7) | 1,278 | 3,810 | 5,088 | 221 | 2007 |
| Providence, RI | |||||||||
| CITIZENS (CFG) RHODE ISLAND | 14,561 | 2,254 | 15,856 | (30) | 2,254 | 15,826 | 18,080 | 918 | 2007 |
| Warwick, RI | |||||||||
| CITIZENS (CFG) RHODE ISLAND | 586 | 375 | 639 | (1) | 375 | 637 | 1,012 | 37 | 2007 |
| East Greenwich, RI |
-90-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| CITIZENS (CFG) RHODE ISLAND | 719 | 472 | 783 | (1) | 472 | 781 | 1,253 | 45 | 2007 |
| North Providence, RI | |||||||||
| CITIZENS (CFG) RHODE ISLAND | 647 | 366 | 705 | (1) | 366 | 703 | 1,069 | 41 | 2007 |
| Rumford, RI | |||||||||
| CITIZENS (CFG) RHODE ISLAND | 603 | 353 | 657 | (1) | 353 | 655 | 1,009 | 38 | 2007 |
| Warren, RI | |||||||||
| CITIZENS (CFG) VERMONT | 1,013 | 1,270 | 153 | - | 1,270 | 153 | 1,423 | 9 | 2007 |
| Middlebury, VT | |||||||||
| CITIZENS (CFG) MASSACHUSETTS | 1,210 | 400 | 1,002 | (1) | 400 | 1,001 | 1,401 | 58 | 2007 |
| Ludlow, MA | |||||||||
| CITIZENS (CFG) MASSACHUSETTS | 2,175 | 1,263 | 1,802 | (2) | 1,263 | 1,800 | 3,062 | 104 | 2007 |
| Malden, MA | |||||||||
| CITIZENS (CFG) MASSACHUSETTS | 976 | 607 | 809 | (1) | 607 | 808 | 1,415 | 47 | 2007 |
| Malden, MA | |||||||||
| CITIZENS (CFG) MASSACHUSETTS | 1,518 | 952 | 1,258 | (2) | 952 | 1,256 | 2,208 | 73 | 2007 |
| Medford, MA | |||||||||
| CITIZENS (CFG) MASSACHUSETTS | 2,760 | 1,431 | 2,287 | (3) | 1,431 | 2,284 | 3,714 | 132 | 2007 |
| Milton, MA | |||||||||
| CITIZENS (CFG) MASSACHUSETTS | 1,719 | 998 | 1,424 | (2) | 998 | 1,422 | 2,419 | 82 | 2007 |
| Randolph, MA | |||||||||
| CITIZENS (CFG) MASSACHUSETTS | 1,421 | 743 | 1,177 | (1) | 743 | 1,176 | 1,918 | 68 | 2007 |
| South Dennis, MA | |||||||||
| CITIZENS (CFG) MASSACHUSETTS | 1,034 | 310 | 856 | (1) | 310 | 855 | 1,165 | 50 | 2007 |
| Springfield, MA | |||||||||
| CITIZENS (CFG) MASSACHUSETTS | 1,309 | 1,050 | 1,085 | (1) | 1,050 | 1,083 | 2,133 | 63 | 2007 |
| Woburn, MA | |||||||||
| CITIZENS (CFG) MASSACHUSETTS | 512 | 300 | 424 | (1) | 300 | 424 | 724 | 25 | 2007 |
| Dorchester, MA | |||||||||
| CITIZENS (CFG) MASSACHUSETTS | 668 | 440 | 553 | (1) | 440 | 553 | 993 | 32 | 2007 |
| Needham, MA | |||||||||
| CITIZENS (CFG) MASSACHUSETTS | 640 | 450 | 530 | (1) | 450 | 530 | 980 | 31 | 2007 |
| New Bedford, MA | |||||||||
| CITIZENS (CFG) MASSACHUSETTS | 725 | 595 | 601 | (1) | 595 | 600 | 1,194 | 35 | 2007 |
| Somerville, MA | |||||||||
| CITIZENS (CFG) MASSACHUSETTS | 293 | 300 | 243 | - | 300 | 242 | 542 | 14 | 2007 |
| Springfield, MA | |||||||||
| CITIZENS (CFG) MASSACHUSETTS | 859 | 621 | 712 | (1) | 621 | 711 | 1,332 | 41 | 2007 |
| Tewksbury, MA | |||||||||
| CITIZENS (CFG) MASSACHUSETTS | 636 | 552 | 527 | (1) | 552 | 526 | 1,078 | 31 | 2007 |
| Watertown, MA | |||||||||
| CITIZENS (CFG) MASSACHUSETTS | 482 | 350 | 399 | - | 350 | 399 | 749 | 23 | 2007 |
| Wilbraham, MA | |||||||||
| CITIZENS (CFG) MASSACHUSETTS | 994 | 541 | 824 | (1) | 541 | 823 | 1,364 | 48 | 2007 |
| Winthrop, MA | |||||||||
| CITIZENS (CFG) MASSACHUSETTS | 995 | 379 | 824 | (1) | 379 | 823 | 1,202 | 48 | 2007 |
| Dedham, MA |
-91-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| CITIZENS (CFG) MASSACHUSETTS | 1,246 | 542 | 1,032 | (1) | 542 | 1,031 | 1,573 | 60 | 2007 |
| Hanover, MA | |||||||||
| CROSS TIMBERS COURT | 8,193 | 3,300 | 9,939 | 20 | 3,300 | 9,960 | 13,260 | 611 | 2007 |
| Flower Mound, TX | |||||||||
| CROSSROADS AT CHESAPEAKE SQUARE | 11,210 | 3,970 | 13,732 | - | 3,970 | 13,732 | 17,702 | 881 | 2007 |
| Chesapeake, VA | |||||||||
| CUSTER CREEK VILLAGE | 10,149 | 4,750 | 12,245 | 15 | 4,750 | 12,259 | 17,009 | 749 | 2007 |
| Richardson, TX | |||||||||
| CYFAIR TOWN CENTER | - | 1,800 | 13,093 | - | 1,800 | 13,093 | 14,893 | 1,104 | 2006 |
| Cypress, TX | |||||||||
| CYPRESS TOWN CENTER | - | 1,850 | 11,630 | - | 1,850 | 11,630 | 13,480 | 1,273 | 2005 |
| Houston, TX | |||||||||
| DONELSON PLAZA | 2,315 | 1,000 | 3,147 | - | 1,000 | 3,147 | 4,147 | 202 | 2007 |
| Nashville, TN | |||||||||
| EAST GATE | 6,800 | 2,000 | 10,305 | - | 2,000 | 10,305 | 12,305 | 657 | 2007 |
| Aiken, SC | |||||||||
| ELDRIDGE LAKES TOWN CENTER | - | 1,400 | 14,048 | - | 1,400 | 14,048 | 15,448 | 1,189 | 2006 |
| Houston, TX | |||||||||
| ELDRIDGE TOWN CENTER | - | 3,200 | 16,663 | - | 3,200 | 16,663 | 19,863 | 1,935 | 2005 |
| Houston, TX | |||||||||
| FABYAN RANDALL PLAZA | 13,405 | 2,400 | 22,198 | (129) | 2,400 | 22,069 | 24,469 | 1,931 | 2006 |
| Batavia, IL | |||||||||
| FLOWER MOUND CROSSING | 8,342 | 4,500 | 9,049 | - | 4,500 | 9,049 | 13,549 | 579 | 2007 |
| Flower Mound, TX | |||||||||
| FOREST PLAZA | 2,197 | 3,400 | 14,550 | 76 | 3,400 | 14,626 | 18,026 | 668 | 2007 |
| Fond du Lac, WI | |||||||||
| FRIENDSWOOD SHOPPING CENTER | - | 1,550 | 10,887 | 1,276 | 1,550 | 12,163 | 13,713 | 1,314 | 2005 |
| Friendswood, TX | |||||||||
| FURYS FERRY | 6,381 | 1,600 | 9,783 | 49 | 1,600 | 9,832 | 11,432 | 626 | 2007 |
| Augusta, GA | |||||||||
| GLENDALE HEIGHTS I, II, III | 4,705 | 2,220 | 6,399 | 94 | 2,220 | 6,493 | 8,713 | 523 | 2006 |
| Glendale Heights, IL | |||||||||
| GRAVOIS DILLON PLAZA | 12,630 | 7,300 | - | 15,476 | 7,300 | 15,476 | 22,776 | 900 | 2007 |
| High Ridge, MO | |||||||||
| HERITAGE HEIGHTS | 10,719 | 4,600 | 13,502 | - | 4,600 | 13,502 | 18,102 | 826 | 2007 |
| Grapevine, TX | |||||||||
| HIGHLAND PLAZA | - | 2,450 | 15,642 | - | 2,450 | 15,642 | 18,092 | 1,687 | 2005 |
| Katy, TX | |||||||||
| HUNTERS GLEN CROSSING | 9,790 | 4,800 | 11,719 | - | 4,800 | 11,719 | 16,519 | 716 | 2007 |
| Plano, TX | |||||||||
| HUNTING BAYOU | - | 2,400 | 16,265 | 741 | 2,400 | 17,006 | 19,406 | 1,736 | 2006 |
| Jacinto City, TX | |||||||||
| JOES CRAB SHACK-HUNTING BAYOU | - | 540 | - | - | 540 | - | 540 | - | 2005 |
| Jacinto City, TX | |||||||||
| JOSEY OAKS CROSSING | 9,346 | 2,620 | 13,989 | 5 | 2,620 | 13,993 | 16,613 | 855 | 2007 |
| Carrollton, TX |
-92-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| LAKEPORT COMMONS | - | 7,800 | 39,984 | 605 | 7,800 | 40,589 | 48,389 | 1,759 | 2007 |
| Sioux City, IA | |||||||||
| LAKEWOOD SHOPPING CENTER | 11,715 | 4,115 | 20,646 | (1) | 4,115 | 20,646 | 24,761 | 2,207 | 2006 |
| Margate, FL | |||||||||
| LAKEWOOD SHOPPING CTR PHASE II | - | 6,340 | 6,996 | (39) | 6,340 | 6,957 | 13,297 | 403 | 2007 |
| Margate, FL | |||||||||
| LEGACY CROSSING | 10,890 | 4,280 | 13,896 | 33 | 4,280 | 13,929 | 18,209 | 842 | 2007 |
| Marion, OH | |||||||||
| LEXINGTON ROAD | 5,454 | 1,980 | 7,105 | - | 1,980 | 7,105 | 9,085 | 564 | 2006 |
| Athens, GA | |||||||||
| LINCOLN MALL | 33,835 | 11,000 | 50,395 | 418 | 11,000 | 50,812 | 61,812 | 4,567 | 2006 |
| Lincoln, RI | |||||||||
| LINCOLN VILLAGE | 22,035 | 13,600 | 25,053 | 134 | 13,600 | 25,187 | 38,787 | 2,008 | 2006 |
| Chicago, IL | |||||||||
| LORD SALISBURY CENTER | 12,600 | 11,000 | 9,567 | - | 11,000 | 9,567 | 20,567 | 525 | 2007 |
| Salisbury, MD | |||||||||
| MARKET AT MORSE / HAMILTON | 7,893 | 4,490 | 8,734 | 9 | 4,490 | 8,742 | 13,232 | 627 | 2007 |
| Columbus, OH | |||||||||
| MARKET AT WESTLAKE | 4,803 | 1,200 | 6,274 | - | 1,200 | 6,274 | 7,474 | 385 | 2007 |
| Westlake Hills, TX | |||||||||
| MCKINNEY TC OUTLOTS | - | 6,260 | 12 | - | 6,260 | 12 | 6,272 | 0 | 2007 |
| McKinney, TX | |||||||||
| MIDDLEBURG CROSSING | 6,432 | 2,760 | 7,145 | - | 2,760 | 7,145 | 9,905 | 376 | 2007 |
| Middleburg, FL | |||||||||
| MONADNOCK MARKETPLACE | 26,785 | 7,000 | 39,008 | - | 7,000 | 39,008 | 46,008 | 4,095 | 2006 |
| Keene, NH | |||||||||
| NEW FOREST CROSSING II | 3,438 | 1,490 | 3,922 | 421 | 1,490 | 4,342 | 5,832 | 302 | 2006 |
| Houston, TX | |||||||||
| NEWTOWN ROAD | 968 | 905 | 877 | - | 905 | 877 | 1,782 | 67 | 2006 |
| Virginia Beach, VA | |||||||||
| NORTHWEST MARKETPLACE | 19,965 | 2,910 | 30,340 | (16) | 2,910 | 30,325 | 33,235 | 1,681 | 2007 |
| Houston, TX | |||||||||
| NTB ELDRIDGE | - | 960 | - | - | 960 | - | 960 | - | 2005 |
| Houston, TX | |||||||||
| PARADISE SHOPS OF LARGO | 7,325 | 4,640 | 7,483 | (27) | 4,640 | 7,456 | 12,096 | 869 | 2005 |
| Largo, FL | |||||||||
| PARK WEST PLAZA | 7,532 | 4,250 | 8,186 | - | 4,250 | 8,186 | 12,436 | 523 | 2007 |
| Grapevine, TX | |||||||||
| PARKWAY CENTRE NORTH | 13,892 | 4,680 | 16,046 | 1,798 | 4,680 | 17,844 | 22,524 | 1,153 | 2007 |
| Grove City, OH | |||||||||
| PARKWAY CENTRE NORTH OUTLOT B | 2,198 | 900 | 2,590 | - | 900 | 2,590 | 3,490 | 168 | 2007 |
| Grove City, OH | |||||||||
| PAVILLIONS AT HARTMAN HERITAGE | 23,450 | 9,700 | 28,849 | 1,833 | 9,700 | 30,682 | 40,382 | 1,706 | 2007 |
| Independence, MO | |||||||||
| PENN PARK | 31,000 | 6,260 | 29,424 | (73) | 6,260 | 29,351 | 35,611 | 1,353 | 2007 |
| Oklahoma City, OK |
-93-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| PINEHURST SHOPPING CENTER | - | 625 | 2,157 | 241 | 625 | 2,398 | 3,023 | 270 | 2005 |
| Humble, TX | |||||||||
| PIONEER PLAZA | 2,250 | 373 | 3,099 | - | 373 | 3,099 | 3,472 | 199 | 2007 |
| Mesquite, TX | |||||||||
| PLAZA AT EAGLES LANDING | 5,310 | 1,580 | 7,002 | 1 | 1,580 | 7,003 | 8,583 | 531 | 2006 |
| Stockbridge, GA | |||||||||
| POPLIN PLACE | 25,194 | 6,100 | 27,790 | - | 6,100 | 27,790 | 33,890 | 324 | 2008 |
| Monroe, NC | |||||||||
| RIVERSTONE SHOPPING CENTER | 21,000 | 12,000 | 26,395 | (26) | 12,000 | 26,368 | 38,368 | 1,451 | 2007 |
| Missouri City, TX | |||||||||
| RIVERVIEW VILLAGE | 10,121 | 6,000 | 9,649 | - | 6,000 | 9,649 | 15,649 | 591 | 2007 |
| Arlington, TX | |||||||||
| SARATOGA TOWN CENTER | - | 1,500 | 12,971 | 12 | 1,500 | 12,982 | 14,482 | 1,419 | 2005 |
| Corpus Christi, TX | |||||||||
| SCOFIELD CROSSING | 8,435 | 8,100 | 4,992 | - | 8,100 | 4,992 | 13,092 | 320 | 2007 |
| Austin, TX | |||||||||
| SHAKOPEE SHOPPING CENTER | 8,800 | 6,900 | 8,583 | - | 6,900 | 8,583 | 15,483 | 865 | 2006 |
| Shakopee, MN | |||||||||
| SHALLOTTE COMMONS | 6,078 | 1,650 | 9,028 | 40 | 1,650 | 9,068 | 10,718 | 502 | 2007 |
| Shallotte, NC | |||||||||
| SHERMAN PLAZA | 30,275 | 9,655 | 30,982 | 8,343 | 9,655 | 39,324 | 48,979 | 2,503 | 2006 |
| Evanston, IL | |||||||||
| SHERMAN TOWN CENTER | 36,895 | 4,850 | 49,273 | - | 4,850 | 49,273 | 54,123 | 4,026 | 2006 |
| Sherman, TX | |||||||||
| SHILOH SQUARE | 3,238 | 1,025 | 3,946 | - | 1,025 | 3,946 | 4,971 | 241 | 2007 |
| Garland, TX | |||||||||
| SIEGEN PLAZA | 16,638 | 9,340 | 20,251 | - | 9,340 | 20,251 | 29,591 | 123 | 2008 |
| East Baton Rouge, LA | |||||||||
| SPRING TOWN CENTER | - | 3,150 | 12,433 | 33 | 3,150 | 12,466 | 15,616 | 1,102 | 2006 |
| Spring, TX | |||||||||
| SPRING TOWN CENTER III | - | 1,320 | 3,070 | 866 | 1,320 | 3,936 | 5,256 | 198 | 2007 |
| Spring, TX | |||||||||
| STABLES TOWN CENTER I and II | - | 4,650 | 19,006 | 2,314 | 4,650 | 21,320 | 25,970 | 2,038 | 2005 |
| Spring, TX | |||||||||
| STATE STREET MARKET | 10,450 | 3,950 | 14,184 | 279 | 3,950 | 14,464 | 18,414 | 1,107 | 2006 |
| Rockford, IL | |||||||||
| STOP & SHOP - SICKLERVILLE | 8,535 | 2,200 | 11,559 | - | 2,200 | 11,559 | 13,759 | 1,045 | 2006 |
| Sicklerville, NJ | |||||||||
| STOP N SHOP - BRISTOL | 8,368 | 1,700 | 11,830 | - | 1,700 | 11,830 | 13,530 | 1,070 | 2006 |
| Bristol, RI | |||||||||
| STOP N SHOP - CUMBERLAND | 11,531 | 2,400 | 16,196 | - | 2,400 | 16,196 | 18,596 | 1,464 | 2006 |
| Cumberland, RI | |||||||||
| STOP N SHOP - FRAMINGHAM | 9,269 | 6,500 | 8,517 | - | 6,500 | 8,517 | 15,017 | 770 | 2006 |
| Framingham, MA | |||||||||
| STOP N SHOP - HYDE PARK | 8,100 | 2,000 | 12,274 | - | 2,000 | 12,274 | 14,274 | 1,263 | 2006 |
| Hyde Park, NY |
-94-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| STOP N SHOP - MALDEN | 12,753 | 6,700 | 13,828 | - | 6,700 | 13,828 | 20,528 | 1,250 | 2006 |
| Malden, MA | |||||||||
| STOP N SHOP - SOUTHINGTON | 11,145 | 4,000 | 13,938 | - | 4,000 | 13,938 | 17,938 | 1,260 | 2006 |
| Southington, CT | |||||||||
| STOP N SHOP - SWAMPSCOTT | 11,066 | 4,200 | 13,613 | - | 4,200 | 13,613 | 17,813 | 1,231 | 2006 |
| Swampscott, MA | |||||||||
| STREETS OF CRANBERRY | 24,425 | 4,300 | 20,215 | 7,075 | 4,300 | 27,291 | 31,591 | 938 | 2007 |
| Cranberry Township, PA | |||||||||
| STREETS OF INDIAN LAKES | 40,800 | 8,825 | 48,679 | - | 8,825 | 48,679 | 57,504 | 149 | 2008 |
| Hendersonville, TN | |||||||||
| SUNCREEK VILLAGE | 2,683 | 900 | 3,155 | - | 900 | 3,155 | 4,055 | 203 | 2007 |
| Plano, TX | |||||||||
| SUNTRUST BANK I AL | 1,344 | 675 | 1,018 | (1) | 675 | 1,017 | 1,692 | 40 | 2007 |
| Muscle Shoals, AL | |||||||||
| SUNTRUST BANK I AL | 593 | 633 | 449 | - | 633 | 449 | 1,082 | 18 | 2007 |
| Killen, AL | |||||||||
| SUNTRUST BANK I DC | 1,779 | 500 | 2,082 | (1) | 500 | 2,081 | 2,581 | 83 | 2007 |
| Brightwood, DC | |||||||||
| SUNTRUST BANK I FL | 1,150 | 1,200 | 603 | - | 1,200 | 603 | 1,803 | 24 | 2007 |
| Panama City, FL | |||||||||
| SUNTRUST BANK I FL | 1,499 | 1,400 | 786 | - | 1,400 | 786 | 2,186 | 31 | 2007 |
| Orlando, FL | |||||||||
| SUNTRUST BANK I FL | 1,182 | 1,276 | 620 | - | 1,275 | 620 | 1,895 | 25 | 2007 |
| Apopka, FL | |||||||||
| SUNTRUST BANK I FL | 1,114 | 1,285 | 584 | - | 1,285 | 584 | 1,869 | 23 | 2007 |
| Bayonet Point, FL | |||||||||
| SUNTRUST BANK I FL | 1,677 | 800 | 879 | - | 800 | 879 | 1,679 | 35 | 2007 |
| West Palm Beach, FL | |||||||||
| SUNTRUST BANK I FL | 1,298 | 600 | 681 | - | 600 | 681 | 1,281 | 27 | 2007 |
| Daytona Beach, FL | |||||||||
| SUNTRUST BANK I FL | 1,018 | 900 | 534 | - | 900 | 534 | 1,434 | 21 | 2007 |
| Sarasota, FL | |||||||||
| SUNTRUST BANK I FL | 810 | 759 | 425 | - | 759 | 425 | 1,184 | 17 | 2007 |
| Dade City, FL | |||||||||
| SUNTRUST BANK I FL | 684 | 725 | 359 | - | 725 | 359 | 1,084 | 14 | 2007 |
| Pensacola, FL | |||||||||
| SUNTRUST BANK I FL | 2,177 | 1,100 | 1,142 | - | 1,100 | 1,142 | 2,242 | 45 | 2007 |
| New Smyrna Beach, FL | |||||||||
| SUNTRUST BANK I FL | 1,779 | 1,700 | 933 | - | 1,700 | 933 | 2,633 | 37 | 2007 |
| Clearwater, FL | |||||||||
| SUNTRUST BANK I FL | 1,146 | 1,218 | 601 | - | 1,218 | 601 | 1,819 | 24 | 2007 |
| Daytona Beach, FL | |||||||||
| SUNTRUST BANK I FL | 1,104 | 950 | 579 | - | 950 | 579 | 1,529 | 23 | 2007 |
| Deltona, FL | |||||||||
| SUNTRUST BANK I FL | 1,619 | 1,900 | 849 | - | 1,900 | 849 | 2,749 | 34 | 2007 |
| Boca Raton, FL |
-95-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| SUNTRUST BANK I FL | 1,528 | 900 | 802 | - | 900 | 801 | 1,701 | 32 | 2007 |
| Clearwater, FL | |||||||||
| SUNTRUST BANK I FL | 1,094 | 1,476 | 574 | - | 1,476 | 574 | 2,049 | 23 | 2007 |
| Ocala, FL | |||||||||
| SUNTRUST BANK I FL | 1,018 | 1,100 | 534 | - | 1,100 | 534 | 1,634 | 21 | 2007 |
| Palm Coast, FL | |||||||||
| SUNTRUST BANK I FL | 663 | 650 | 348 | - | 650 | 348 | 998 | 14 | 2007 |
| Tampa, FL | |||||||||
| SUNTRUST BANK I FL | 1,357 | 1,400 | 712 | - | 1,400 | 712 | 2,111 | 28 | 2007 |
| Fort Meade, FL | |||||||||
| SUNTRUST BANK I FL | 612 | 575 | 321 | - | 575 | 321 | 896 | 13 | 2007 |
| Fruitland Park, FL | |||||||||
| SUNTRUST BANK I FL | 971 | 953 | 509 | - | 953 | 509 | 1,462 | 20 | 2007 |
| Ocala, FL | |||||||||
| SUNTRUST BANK I FL | 1,469 | 950 | 771 | - | 950 | 771 | 1,721 | 31 | 2007 |
| Ormond Beach, FL | |||||||||
| SUNTRUST BANK I FL | 1,023 | 1,100 | 537 | - | 1,100 | 537 | 1,637 | 21 | 2007 |
| Gainesville, FL | |||||||||
| SUNTRUST BANK I FL | 698 | 625 | 366 | - | 625 | 366 | 991 | 15 | 2007 |
| Lakeland, FL | |||||||||
| SUNTRUST BANK I FL | 1,222 | 950 | 641 | - | 950 | 641 | 1,591 | 25 | 2007 |
| Hobe Sound, FL | |||||||||
| SUNTRUST BANK I FL | 599 | 600 | 314 | - | 600 | 314 | 914 | 12 | 2007 |
| Mulberry, FL | |||||||||
| SUNTRUST BANK I FL | 1,055 | 1,060 | 553 | - | 1,060 | 553 | 1,613 | 22 | 2007 |
| Indian Harbour Beach, FL | |||||||||
| SUNTRUST BANK I FL | 1,363 | 500 | 715 | - | 500 | 715 | 1,215 | 28 | 2007 |
| Inverness, FL | |||||||||
| SUNTRUST BANK I FL | 2,711 | 2,100 | 1,422 | - | 2,100 | 1,422 | 3,522 | 56 | 2007 |
| Lake Mary, FL | |||||||||
| SUNTRUST BANK I FL | 1,252 | 910 | 656 | - | 910 | 656 | 1,566 | 26 | 2007 |
| Melbourne, FL | |||||||||
| SUNTRUST BANK I FL | 1,000 | 1,000 | 525 | - | 1,000 | 524 | 1,524 | 21 | 2007 |
| St. Petersburg, FL | |||||||||
| SUNTRUST BANK I FL | 903 | 1,100 | 474 | - | 1,100 | 473 | 1,573 | 19 | 2007 |
| Lutz, FL | |||||||||
| SUNTRUST BANK I FL | 1,603 | 275 | 841 | - | 275 | 841 | 1,116 | 33 | 2007 |
| Marianna, FL | |||||||||
| SUNTRUST BANK I FL | 648 | 730 | 340 | - | 730 | 340 | 1,070 | 14 | 2007 |
| Gainesville, FL | |||||||||
| SUNTRUST BANK I FL | 1,867 | 900 | 979 | - | 900 | 979 | 1,879 | 39 | 2007 |
| Vero Beach, FL | |||||||||
| SUNTRUST BANK I FL | 1,472 | 500 | 772 | - | 500 | 772 | 1,272 | 31 | 2007 |
| Mount Dora, FL | |||||||||
| SUNTRUST BANK I FL | 1,620 | 1,800 | 850 | - | 1,800 | 850 | 2,650 | 34 | 2007 |
| Sarasota, FL |
-96-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| SUNTRUST BANK I FL | 768 | 300 | 403 | - | 300 | 403 | 703 | 16 | 2007 |
| New Smyrna Beach, FL | |||||||||
| SUNTRUST BANK I FL | 1,344 | 1,700 | 705 | - | 1,700 | 705 | 2,405 | 28 | 2007 |
| Lakeland, FL | |||||||||
| SUNTRUST BANK I FL | 1,116 | 1,300 | 585 | - | 1,300 | 585 | 1,885 | 23 | 2007 |
| North Palm Beach, FL | |||||||||
| SUNTRUST BANK I FL | 1,052 | 900 | 552 | - | 900 | 551 | 1,451 | 22 | 2007 |
| Port St. Lucie, FL | |||||||||
| SUNTRUST BANK I FL | 781 | 1,100 | 410 | - | 1,100 | 410 | 1,510 | 16 | 2007 |
| Clearwater, FL | |||||||||
| SUNTRUST BANK I FL | 1,182 | 1,200 | 620 | - | 1,200 | 620 | 1,820 | 25 | 2007 |
| Okeechobee, FL | |||||||||
| SUNTRUST BANK I FL | 1,639 | 650 | 859 | - | 650 | 859 | 1,509 | 34 | 2007 |
| Ormond Beach, FL | |||||||||
| SUNTRUST BANK I FL | 1,371 | 1,100 | 719 | - | 1,100 | 719 | 1,819 | 29 | 2007 |
| Osprey, FL | |||||||||
| SUNTRUST BANK I FL | 577 | 601 | 303 | - | 601 | 303 | 903 | 12 | 2007 |
| Panama City Beach, FL | |||||||||
| SUNTRUST BANK I FL | 876 | 975 | 459 | - | 975 | 459 | 1,434 | 18 | 2007 |
| New Port Richey, FL | |||||||||
| SUNTRUST BANK I FL | 1,351 | 1,750 | 708 | - | 1,750 | 708 | 2,458 | 28 | 2007 |
| Pembroke Pines, FL | |||||||||
| SUNTRUST BANK I FL | 1,371 | 1,023 | 719 | - | 1,023 | 719 | 1,742 | 29 | 2007 |
| Orlando, FL | |||||||||
| SUNTRUST BANK I FL | 1,709 | 1,800 | 896 | - | 1,800 | 896 | 2,696 | 36 | 2007 |
| Pompano Beach, FL | |||||||||
| SUNTRUST BANK I FL | 895 | 1,030 | 469 | - | 1,030 | 469 | 1,499 | 19 | 2007 |
| Jacksonville, FL | |||||||||
| SUNTRUST BANK I FL | 296 | 298 | 155 | - | 298 | 155 | 453 | 6 | 2007 |
| Brooksville, FL | |||||||||
| SUNTRUST BANK I FL | 2,659 | 2,803 | 1,394 | - | 2,803 | 1,394 | 4,197 | 55 | 2007 |
| Miami, FL | |||||||||
| SUNTRUST BANK I FL | 1,100 | 490 | 577 | - | 490 | 577 | 1,067 | 23 | 2007 |
| Rockledge, FL | |||||||||
| SUNTRUST BANK I FL | 775 | 812 | 406 | - | 812 | 406 | 1,218 | 16 | 2007 |
| Tampa, FL | |||||||||
| SUNTRUST BANK I FL | 2,175 | 1,565 | 1,141 | - | 1,565 | 1,141 | 2,706 | 45 | 2007 |
| Seminole, FL | |||||||||
| SUNTRUST BANK I FL | 1,361 | 1,430 | 714 | - | 1,430 | 713 | 2,143 | 28 | 2007 |
| Orlando, FL | |||||||||
| SUNTRUST BANK I FL | 821 | 861 | 431 | - | 861 | 430 | 1,291 | 17 | 2007 |
| Jacksonville, FL | |||||||||
| SUNTRUST BANK I FL | 1,456 | 1,500 | 764 | - | 1,500 | 764 | 2,264 | 30 | 2007 |
| Ocala, FL | |||||||||
| SUNTRUST BANK I FL | 2,177 | 2,200 | 1,142 | - | 2,200 | 1,142 | 3,342 | 45 | 2007 |
| Orlando, FL |
-97-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| SUNTRUST BANK I FL | 639 | 600 | 335 | - | 600 | 335 | 935 | 13 | 2007 |
| Brooksville, FL | |||||||||
| SUNTRUST BANK I FL | 1,451 | 600 | 761 | - | 600 | 761 | 1,361 | 30 | 2007 |
| Spring Hill, FL | |||||||||
| SUNTRUST BANK I FL | 1,445 | 1,000 | 758 | - | 1,000 | 758 | 1,758 | 30 | 2007 |
| St. Augustine, FL | |||||||||
| SUNTRUST BANK I FL | 1,315 | 1,050 | 689 | - | 1,050 | 689 | 1,739 | 27 | 2007 |
| Port St. Lucie, FL | |||||||||
| SUNTRUST BANK I FL | 842 | 850 | 441 | - | 850 | 441 | 1,291 | 18 | 2007 |
| Vero Beach, FL | |||||||||
| SUNTRUST BANK I FL | 1,099 | 1,150 | 576 | - | 1,150 | 576 | 1,726 | 23 | 2007 |
| Gulf Breeze, FL | |||||||||
| SUNTRUST BANK I FL | 1,740 | 2,400 | 913 | - | 2,400 | 912 | 3,312 | 36 | 2007 |
| Casselberry, FL | |||||||||
| SUNTRUST BANK I FL | 2,049 | 2,700 | 1,075 | - | 2,700 | 1,074 | 3,774 | 43 | 2007 |
| Winter Park, FL | |||||||||
| SUNTRUST BANK I FL | 1,315 | 1,500 | 690 | - | 1,500 | 690 | 2,190 | 27 | 2007 |
| Fort Pierce, FL | |||||||||
| SUNTRUST BANK I FL | 869 | 600 | 456 | - | 600 | 456 | 1,056 | 18 | 2007 |
| Plant City, FL | |||||||||
| SUNTRUST BANK I FL | 1,262 | 1,540 | 662 | - | 1,540 | 662 | 2,202 | 26 | 2007 |
| St. Petersburg, FL | |||||||||
| SUNTRUST BANK I FL | 1,260 | 580 | 661 | - | 580 | 660 | 1,240 | 26 | 2007 |
| Ormond Beach, FL | |||||||||
| SUNTRUST BANK I FL | 1,499 | 1,840 | 786 | - | 1,840 | 786 | 2,626 | 31 | 2007 |
| West St. Cloud, FL | |||||||||
| SUNTRUST BANK I FL | 1,243 | 1,450 | 652 | - | 1,450 | 652 | 2,102 | 26 | 2007 |
| Tamarac, FL | |||||||||
| SUNTRUST BANK I GA | 937 | 1,050 | 584 | - | 1,050 | 584 | 1,634 | 23 | 2007 |
| Brunswick, GA | |||||||||
| SUNTRUST BANK I GA | 1,532 | 2,100 | 955 | - | 2,100 | 955 | 3,055 | 38 | 2007 |
| Kennesaw, GA | |||||||||
| SUNTRUST BANK I GA | 1,368 | 675 | 852 | - | 675 | 852 | 1,527 | 34 | 2007 |
| Columbus, GA | |||||||||
| SUNTRUST BANK I GA | 1,150 | 925 | 716 | - | 925 | 716 | 1,641 | 28 | 2007 |
| Austell, GA | |||||||||
| SUNTRUST BANK I GA | 5,345 | 7,184 | 3,329 | - | 7,184 | 3,330 | 10,514 | 132 | 2007 |
| Atlanta, GA | |||||||||
| SUNTRUST BANK I GA | 1,213 | 1,375 | 756 | - | 1,375 | 756 | 2,131 | 30 | 2007 |
| Chambleee, GA | |||||||||
| SUNTRUST BANK I GA | 1,263 | 525 | 787 | - | 525 | 787 | 1,312 | 31 | 2007 |
| Conyers, GA | |||||||||
| SUNTRUST BANK I GA | 1,945 | 1,750 | 1,211 | - | 1,750 | 1,212 | 2,962 | 48 | 2007 |
| Atlanta, GA | |||||||||
| SUNTRUST BANK I GA | 776 | 300 | 483 | - | 300 | 483 | 783 | 19 | 2007 |
| Savannah, GA |
-98-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| SUNTRUST BANK I GA | 1,910 | 1,325 | 1,190 | - | 1,325 | 1,190 | 2,515 | 47 | 2007 |
| Dunwoody, GA | |||||||||
| SUNTRUST BANK I GA | 990 | 800 | 617 | - | 800 | 617 | 1,417 | 24 | 2007 |
| Douglasville, GA | |||||||||
| SUNTRUST BANK I GA | 405 | 325 | 253 | - | 325 | 253 | 578 | 10 | 2007 |
| Albany, GA | |||||||||
| SUNTRUST BANK I GA | 748 | 865 | 466 | - | 865 | 466 | 1,330 | 19 | 2007 |
| Athens, GA | |||||||||
| SUNTRUST BANK I GA | 654 | 250 | 408 | - | 250 | 408 | 658 | 16 | 2007 |
| Macon, GA | |||||||||
| SUNTRUST BANK I GA | 1,047 | 500 | 652 | - | 500 | 653 | 1,153 | 26 | 2007 |
| Atlanta, GA | |||||||||
| SUNTRUST BANK I GA | 1,879 | 1,275 | 1,171 | - | 1,275 | 1,171 | 2,446 | 47 | 2007 |
| Duluth, GA | |||||||||
| SUNTRUST BANK I GA | 907 | 360 | 565 | - | 360 | 565 | 925 | 22 | 2007 |
| Thomson, GA | |||||||||
| SUNTRUST BANK I GA | 986 | 90 | 614 | - | 90 | 614 | 704 | 24 | 2007 |
| Madison, GA | |||||||||
| SUNTRUST BANK I GA | 1,082 | 325 | 674 | - | 325 | 674 | 999 | 27 | 2007 |
| Savannah, GA | |||||||||
| SUNTRUST BANK I GA | 1,798 | 2,025 | 1,120 | - | 2,025 | 1,120 | 3,145 | 45 | 2007 |
| Marietta, GA | |||||||||
| SUNTRUST BANK I GA | 1,592 | 1,200 | 992 | - | 1,200 | 992 | 2,192 | 39 | 2007 |
| Marietta, GA | |||||||||
| SUNTRUST BANK I GA | 1,832 | 1,000 | 1,141 | - | 1,000 | 1,141 | 2,141 | 45 | 2007 |
| Cartersville, GA | |||||||||
| SUNTRUST BANK I GA | 3,626 | 4,539 | 2,259 | - | 4,539 | 2,259 | 6,798 | 90 | 2007 |
| Atlanta, GA | |||||||||
| SUNTRUST BANK I GA | 747 | 300 | 465 | - | 300 | 465 | 765 | 18 | 2007 |
| Lithonia, GA | |||||||||
| SUNTRUST BANK I GA | 1,659 | 1,500 | 1,034 | - | 1,500 | 1,034 | 2,534 | 41 | 2007 |
| Peachtree City, GA | |||||||||
| SUNTRUST BANK I GA | 1,105 | 575 | 688 | - | 575 | 688 | 1,263 | 27 | 2007 |
| Stone Mountain, GA | |||||||||
| SUNTRUST BANK I GA | 2,539 | 1,600 | 1,581 | - | 1,600 | 1,582 | 3,182 | 63 | 2007 |
| Atlanta, GA | |||||||||
| SUNTRUST BANK I GA | 1,056 | 175 | 658 | - | 175 | 658 | 833 | 26 | 2007 |
| Waycross, GA | |||||||||
| SUNTRUST BANK I GA | 557 | 475 | 347 | - | 475 | 347 | 822 | 14 | 2007 |
| Union City, GA | |||||||||
| SUNTRUST BANK I GA | 741 | 650 | 462 | - | 650 | 462 | 1,112 | 18 | 2007 |
| Savannah, GA | |||||||||
| SUNTRUST BANK I GA | 1,410 | 525 | 878 | - | 525 | 878 | 1,403 | 35 | 2007 |
| Morrow, GA | |||||||||
| SUNTRUST BANK I GA | 636 | 575 | 396 | - | 575 | 396 | 971 | 16 | 2007 |
| Norcross, GA |
-99-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| SUNTRUST BANK I GA | 968 | 869 | 603 | - | 869 | 603 | 1,472 | 24 | 2007 |
| Stockbridge, GA | |||||||||
| SUNTRUST BANK I GA | 721 | 250 | 449 | - | 250 | 449 | 699 | 18 | 2007 |
| Stone Mountain, GA | |||||||||
| SUNTRUST BANK I GA | 623 | 575 | 388 | - | 575 | 388 | 963 | 15 | 2007 |
| Sylvester, GA | |||||||||
| SUNTRUST BANK I GA | 1,709 | 1,100 | 1,065 | - | 1,100 | 1,065 | 2,165 | 42 | 2007 |
| Evans, GA | |||||||||
| SUNTRUST BANK I GA | 471 | 200 | 294 | - | 200 | 294 | 494 | 12 | 2007 |
| Thomson, GA | |||||||||
| SUNTRUST BANK I MD | 1,914 | 1,000 | 1,925 | (1) | 1,000 | 1,924 | 2,924 | 76 | 2007 |
| Annapolis, MD | |||||||||
| SUNTRUST BANK I MD | 1,167 | 800 | 1,174 | - | 800 | 1,173 | 1,973 | 47 | 2007 |
| Landover, MD | |||||||||
| SUNTRUST BANK I MD | 1,405 | 600 | 1,414 | (1) | 600 | 1,413 | 2,013 | 56 | 2007 |
| Avondale, MD | |||||||||
| SUNTRUST BANK I MD | 1,453 | 800 | 1,462 | (1) | 800 | 1,461 | 2,261 | 58 | 2007 |
| Cambridge, MD | |||||||||
| SUNTRUST BANK I MD | 1,566 | 800 | 1,575 | (1) | 800 | 1,574 | 2,374 | 63 | 2007 |
| Cockeysville, MD | |||||||||
| SUNTRUST BANK I MD | 2,215 | 700 | 2,229 | (1) | 700 | 2,228 | 2,928 | 88 | 2007 |
| Glen Burnie, MD | |||||||||
| SUNTRUST BANK I MD | 2,459 | 100 | 2,473 | (1) | 100 | 2,473 | 2,573 | 98 | 2007 |
| Annapolis, MD | |||||||||
| SUNTRUST BANK I MD | 1,727 | 1,100 | 1,737 | (1) | 1,100 | 1,737 | 2,837 | 69 | 2007 |
| Prince Frederick, MD | |||||||||
| SUNTRUST BANK I NC | 870 | 600 | 844 | - | 600 | 844 | 1,444 | 34 | 2007 |
| Greensboro, NC | |||||||||
| SUNTRUST BANK I NC | 741 | 550 | 719 | - | 550 | 719 | 1,269 | 29 | 2007 |
| Greensboro, NC | |||||||||
| SUNTRUST BANK I NC | 923 | 190 | 896 | - | 190 | 896 | 1,086 | 36 | 2007 |
| Apex, NC | |||||||||
| SUNTRUST BANK I NC | 491 | 450 | 477 | - | 450 | 477 | 927 | 19 | 2007 |
| Arden, NC | |||||||||
| SUNTRUST BANK I NC | 711 | 400 | 690 | - | 400 | 690 | 1,090 | 27 | 2007 |
| Asheboro, NC | |||||||||
| SUNTRUST BANK I NC | 622 | 75 | 604 | - | 75 | 604 | 679 | 24 | 2007 |
| Bessemer City, NC | |||||||||
| SUNTRUST BANK I NC | 457 | 500 | 444 | - | 500 | 444 | 944 | 18 | 2007 |
| Durham, NC | |||||||||
| SUNTRUST BANK I NC | 723 | 550 | 701 | - | 550 | 702 | 1,252 | 28 | 2007 |
| Charlotte, NC | |||||||||
| SUNTRUST BANK I NC | 919 | 200 | 891 | - | 200 | 891 | 1,091 | 35 | 2007 |
| Charlotte, NC | |||||||||
| SUNTRUST BANK I NC | 943 | 425 | 915 | - | 425 | 915 | 1,340 | 36 | 2007 |
| Greensboro, NC |
-100-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| SUNTRUST BANK I NC | 527 | 320 | 512 | - | 320 | 512 | 832 | 20 | 2007 |
| Creedmoor, NC | |||||||||
| SUNTRUST BANK I NC | 821 | 280 | 796 | - | 280 | 797 | 1,077 | 32 | 2007 |
| Durham, NC | |||||||||
| SUNTRUST BANK I NC | 847 | 400 | 821 | - | 400 | 822 | 1,222 | 33 | 2007 |
| Dunn, NC | |||||||||
| SUNTRUST BANK I NC | 401 | 550 | 389 | - | 550 | 389 | 939 | 15 | 2007 |
| Harrisburg, NC | |||||||||
| SUNTRUST BANK I NC | 958 | 450 | 929 | - | 450 | 929 | 1,379 | 37 | 2007 |
| Hendersonville, NC | |||||||||
| SUNTRUST BANK I NC | 730 | 230 | 708 | - | 230 | 709 | 939 | 28 | 2007 |
| Cary, NC | |||||||||
| SUNTRUST BANK I NC | 1,066 | 300 | 1,034 | - | 300 | 1,035 | 1,335 | 41 | 2007 |
| Mebane, NC | |||||||||
| SUNTRUST BANK I NC | 2,454 | 175 | 2,380 | 1 | 175 | 2,381 | 2,556 | 95 | 2007 |
| Lenoir, NC | |||||||||
| SUNTRUST BANK I NC | 770 | 130 | 747 | - | 130 | 748 | 878 | 30 | 2007 |
| Roxboro, NC | |||||||||
| SUNTRUST BANK I NC | 636 | 300 | 617 | - | 300 | 617 | 917 | 25 | 2007 |
| Winston-Salem, NC | |||||||||
| SUNTRUST BANK I NC | 1,200 | 280 | 1,164 | - | 280 | 1,165 | 1,445 | 46 | 2007 |
| Oxford, NC | |||||||||
| SUNTRUST BANK I NC | 420 | 25 | 408 | - | 25 | 408 | 433 | 16 | 2007 |
| Pittsboro, NC | |||||||||
| SUNTRUST BANK I NC | 1,094 | 500 | 1,061 | - | 500 | 1,061 | 1,561 | 42 | 2007 |
| Charlotte, NC | |||||||||
| SUNTRUST BANK I NC | 578 | 500 | 561 | - | 500 | 561 | 1,061 | 22 | 2007 |
| Greensboro, NC | |||||||||
| SUNTRUST BANK I NC | 422 | 350 | 410 | - | 350 | 410 | 760 | 16 | 2007 |
| Stanley, NC | |||||||||
| SUNTRUST BANK I NC | 393 | 275 | 382 | - | 275 | 382 | 657 | 15 | 2007 |
| Salisbury, NC | |||||||||
| SUNTRUST BANK I NC | 492 | 250 | 477 | - | 250 | 477 | 727 | 19 | 2007 |
| Stokesdale, NC | |||||||||
| SUNTRUST BANK I NC | 460 | 600 | 446 | - | 600 | 446 | 1,046 | 18 | 2007 |
| Sylva, NC | |||||||||
| SUNTRUST BANK I NC | 244 | 150 | 237 | - | 150 | 237 | 387 | 9 | 2007 |
| Lexington, NC | |||||||||
| SUNTRUST BANK I NC | 695 | 140 | 674 | - | 140 | 674 | 814 | 27 | 2007 |
| Walnut Cove, NC | |||||||||
| SUNTRUST BANK I NC | 651 | 200 | 632 | - | 200 | 632 | 832 | 25 | 2007 |
| Waynesville, NC | |||||||||
| SUNTRUST BANK I NC | 780 | 550 | 757 | - | 550 | 757 | 1,307 | 30 | 2007 |
| Concord, NC | |||||||||
| SUNTRUST BANK I NC | 970 | 250 | 941 | - | 250 | 941 | 1,191 | 37 | 2007 |
| Yadkinville, NC |
-101-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| SUNTRUST BANK I NC | 367 | 275 | 356 | - | 275 | 356 | 631 | 14 | 2007 |
| Rural Hall, NC | |||||||||
| SUNTRUST BANK I NC | 493 | 450 | 479 | - | 450 | 479 | 929 | 19 | 2007 |
| Summerfield, NC | |||||||||
| SUNTRUST BANK I SC | 1,158 | 260 | 1,255 | (1) | 260 | 1,254 | 1,514 | 50 | 2007 |
| Greenville, SC | |||||||||
| SUNTRUST BANK I SC | 834 | 36 | 904 | (1) | 36 | 903 | 939 | 36 | 2007 |
| Fountain Inn, SC | |||||||||
| SUNTRUST BANK I SC | 700 | 80 | 758 | - | 80 | 758 | 838 | 30 | 2007 |
| Liberty, SC | |||||||||
| SUNTRUST BANK I SC | 810 | 350 | 878 | (1) | 350 | 878 | 1,228 | 35 | 2007 |
| Mauldin, SC | |||||||||
| SUNTRUST BANK I SC | 753 | 160 | 816 | - | 160 | 815 | 975 | 32 | 2007 |
| Greenville, SC | |||||||||
| SUNTRUST BANK I SC | 570 | 360 | 618 | - | 360 | 617 | 977 | 25 | 2007 |
| Greenville, SC | |||||||||
| SUNTRUST BANK I SC | 1,100 | 800 | 1,192 | (1) | 800 | 1,192 | 1,992 | 47 | 2007 |
| Greenville, SC | |||||||||
| SUNTRUST BANK I TN | 474 | 240 | 319 | - | 240 | 319 | 559 | 13 | 2007 |
| Kingsport, TN | |||||||||
| SUNTRUST BANK I TN | 347 | 370 | 234 | - | 370 | 233 | 603 | 9 | 2007 |
| Morristown, TN | |||||||||
| SUNTRUST BANK I TN | 1,540 | 1,110 | 1,036 | (1) | 1,110 | 1,035 | 2,145 | 41 | 2007 |
| Brentwood, TN | |||||||||
| SUNTRUST BANK I TN | 1,385 | 1,100 | 932 | (1) | 1,100 | 931 | 2,031 | 37 | 2007 |
| Brentwood, TN | |||||||||
| SUNTRUST BANK I TN | 1,528 | 1,450 | 1,028 | (1) | 1,450 | 1,027 | 2,477 | 41 | 2007 |
| Nashville, TN | |||||||||
| SUNTRUST BANK I TN | 520 | 675 | 350 | - | 675 | 350 | 1,025 | 14 | 2007 |
| Nashville, TN | |||||||||
| SUNTRUST BANK I TN | 595 | 250 | 400 | - | 250 | 400 | 650 | 16 | 2007 |
| East Ridge, TN | |||||||||
| SUNTRUST BANK I TN | 1,297 | 735 | 872 | (1) | 735 | 872 | 1,607 | 35 | 2007 |
| Nashville, TN | |||||||||
| SUNTRUST BANK I TN | 608 | 370 | 409 | - | 370 | 408 | 778 | 16 | 2007 |
| Chattanooga, TN | |||||||||
| SUNTRUST BANK I TN | 1,259 | 675 | 848 | (1) | 675 | 847 | 1,522 | 34 | 2007 |
| Lebanon, TN | |||||||||
| SUNTRUST BANK I TN | 937 | 425 | 630 | (1) | 425 | 630 | 1,055 | 25 | 2007 |
| Chattanooga, TN | |||||||||
| SUNTRUST BANK I TN | 730 | 185 | 491 | - | 185 | 491 | 676 | 19 | 2007 |
| Chattanooga, TN | |||||||||
| SUNTRUST BANK I TN | 570 | 410 | 383 | - | 410 | 383 | 793 | 15 | 2007 |
| Loudon, TN | |||||||||
| SUNTRUST BANK I TN | 997 | 1,400 | 671 | (1) | 1,400 | 671 | 2,071 | 27 | 2007 |
| Nashville, TN |
-102-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| SUNTRUST BANK I TN | 585 | 150 | 394 | - | 150 | 393 | 543 | 16 | 2007 |
| Soddy Daisy, TN | |||||||||
| SUNTRUST BANK I TN | 1,078 | 660 | 725 | (1) | 660 | 725 | 1,385 | 29 | 2007 |
| Oak Ridge, TN | |||||||||
| SUNTRUST BANK I TN | 958 | 335 | 645 | (1) | 335 | 644 | 979 | 26 | 2007 |
| Savannah, TN | |||||||||
| SUNTRUST BANK I TN | 558 | 550 | 375 | - | 550 | 375 | 925 | 15 | 2007 |
| Signal Mountain, TN | |||||||||
| SUNTRUST BANK I TN | 881 | 870 | 593 | (1) | 870 | 592 | 1,462 | 24 | 2007 |
| Smyrna, TN | |||||||||
| SUNTRUST BANK I TN | 788 | 1,000 | 530 | (1) | 1,000 | 530 | 1,530 | 21 | 2007 |
| Murfreesboro, TN | |||||||||
| SUNTRUST BANK I TN | 395 | 391 | 265 | - | 391 | 265 | 657 | 11 | 2007 |
| Murfreesboro, TN | |||||||||
| SUNTRUST BANK I TN | 250 | 180 | 168 | - | 180 | 168 | 348 | 7 | 2007 |
| Johnson City, TN | |||||||||
| SUNTRUST BANK I TN | 413 | 453 | 278 | - | 453 | 278 | 730 | 11 | 2007 |
| Chattanooga, TN | |||||||||
| SUNTRUST BANK I TN | 675 | 620 | 454 | - | 620 | 454 | 1,074 | 18 | 2007 |
| Nashville, TN | |||||||||
| SUNTRUST BANK I VA | 321 | 30 | 260 | - | 30 | 260 | 290 | 10 | 2007 |
| Accomac, VA | |||||||||
| SUNTRUST BANK I VA | 377 | 300 | 306 | - | 300 | 306 | 606 | 12 | 2007 |
| Richmond, VA | |||||||||
| SUNTRUST BANK I VA | 2,034 | 1,000 | 1,647 | - | 1,000 | 1,647 | 2,647 | 65 | 2007 |
| Fairfax, VA | |||||||||
| SUNTRUST BANK I VA | 1,250 | 1,000 | 1,012 | - | 1,000 | 1,012 | 2,012 | 40 | 2007 |
| Fredericksburg, VA | |||||||||
| SUNTRUST BANK I VA | 361 | 500 | 292 | - | 500 | 292 | 792 | 12 | 2007 |
| Richmond, VA | |||||||||
| SUNTRUST BANK I VA | 474 | 140 | 384 | - | 140 | 384 | 524 | 15 | 2007 |
| Collinsville, VA | |||||||||
| SUNTRUST BANK I VA | 427 | 150 | 346 | - | 150 | 346 | 496 | 14 | 2007 |
| Doswell, VA | |||||||||
| SUNTRUST BANK I VA | 1,220 | 380 | 988 | - | 380 | 987 | 1,367 | 39 | 2007 |
| Lynchburg, VA | |||||||||
| SUNTRUST BANK I VA | 1,830 | 2,200 | 1,482 | - | 2,200 | 1,482 | 3,682 | 59 | 2007 |
| Stafford, VA | |||||||||
| SUNTRUST BANK I VA | 1,410 | 760 | 1,142 | - | 760 | 1,142 | 1,902 | 45 | 2007 |
| Gloucester, VA | |||||||||
| SUNTRUST BANK I VA | 896 | 450 | 726 | - | 450 | 725 | 1,175 | 29 | 2007 |
| Chesapeake, VA | |||||||||
| SUNTRUST BANK I VA | 282 | 310 | 228 | - | 310 | 228 | 538 | 9 | 2007 |
| Lexington, VA | |||||||||
| SUNTRUST BANK I VA | 228 | 90 | 185 | - | 90 | 185 | 275 | 7 | 2007 |
| Radford, Va |
-103-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| SUNTRUST BANK I VA | 676 | 530 | 547 | - | 530 | 547 | 1,077 | 22 | 2007 |
| Williamsburg, VA | |||||||||
| SUNTRUST BANK I VA | 591 | 860 | 479 | - | 860 | 479 | 1,339 | 19 | 2007 |
| Salem, VA | |||||||||
| SUNTRUST BANK I VA | 1,676 | 1,170 | 1,357 | - | 1,170 | 1,357 | 2,527 | 54 | 2007 |
| Roanoke, VA | |||||||||
| SUNTRUST BANK I VA | 783 | 150 | 634 | - | 150 | 634 | 784 | 25 | 2007 |
| New Market, VA | |||||||||
| SUNTRUST BANK I VA | 1,233 | 200 | 999 | - | 200 | 999 | 1,199 | 40 | 2007 |
| Onancock, VA | |||||||||
| SUNTRUST BANK I VA | 217 | 120 | 176 | - | 120 | 176 | 296 | 7 | 2007 |
| Painter, VA | |||||||||
| SUNTRUST BANK I VA | 1,143 | 260 | 926 | - | 260 | 926 | 1,186 | 37 | 2007 |
| Stuart, VA | |||||||||
| SUNTRUST BANK I VA | 615 | 450 | 498 | - | 450 | 498 | 948 | 20 | 2007 |
| Roanoke, VA | |||||||||
| SUNTRUST BANK I VA | 299 | 399 | 243 | - | 399 | 243 | 642 | 10 | 2007 |
| Vinton, VA | |||||||||
| SUNTRUST II FLORIDA | 1,537 | 1,533 | 893 | 3 | 1,533 | 896 | 2,429 | 33 | 2007 |
| Miami, FL | |||||||||
| SUNTRUST II FLORIDA | 1,396 | 1,392 | 811 | 2 | 1,392 | 813 | 2,206 | 30 | 2007 |
| Destin, FL | |||||||||
| SUNTRUST II FLORIDA | 1,466 | 1,463 | 852 | 2 | 1,463 | 855 | 2,318 | 31 | 2007 |
| Dunedin, FL | |||||||||
| SUNTRUST II FLORIDA | 1,085 | 1,082 | 630 | 2 | 1,082 | 632 | 1,715 | 23 | 2007 |
| Palm Harbor FL | |||||||||
| SUNTRUST II FLORIDA | 1,679 | 1,675 | 976 | 3 | 1,675 | 979 | 2,654 | 36 | 2007 |
| Tallahassee, FL | |||||||||
| SUNTRUST II FLORIDA | 1,224 | 1,221 | 711 | 2 | 1,221 | 713 | 1,935 | 26 | 2007 |
| Orlando, FL | |||||||||
| SUNTRUST II FLORIDA | 1,432 | 1,429 | 832 | 2 | 1,429 | 835 | 2,264 | 31 | 2007 |
| Orlando, FL | |||||||||
| SUNTRUST II FLORIDA | 1,130 | 1,127 | 656 | 2 | 1,127 | 658 | 1,785 | 24 | 2007 |
| Melbourne, FL | |||||||||
| SUNTRUST II FLORIDA | 1,322 | 1,319 | 768 | 2 | 1,319 | 770 | 2,089 | 28 | 2007 |
| Coral Springs, FL | |||||||||
| SUNTRUST II FLORIDA | 1,040 | 1,038 | 604 | 2 | 1,038 | 606 | 1,644 | 22 | 2007 |
| Lakeland, FL | |||||||||
| SUNTRUST II FLORIDA | 1,224 | 1,221 | 711 | 2 | 1,221 | 713 | 1,935 | 26 | 2007 |
| Palm Coast, FL | |||||||||
| SUNTRUST II FLORIDA | 1,531 | 1,527 | 890 | 3 | 1,527 | 892 | 2,420 | 33 | 2007 |
| Plant City, FL | |||||||||
| SUNTRUST II FLORIDA | 1,391 | 1,388 | 808 | 2 | 1,388 | 811 | 2,198 | 30 | 2007 |
| Orlando, FL | |||||||||
| SUNTRUST II FLORIDA | 1,028 | 1,026 | 598 | 2 | 1,026 | 599 | 1,625 | 22 | 2007 |
| South Daytona, FL |
-104-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| SUNTRUST II FLORIDA | 1,199 | 1,196 | 697 | 2 | 1,196 | 699 | 1,895 | 26 | 2007 |
| Fort Lauderdale, FL | |||||||||
| SUNTRUST II FLORIDA | 984 | 982 | 572 | 2 | 982 | 574 | 1,556 | 21 | 2007 |
| Pensacola, FL | |||||||||
| SUNTRUST II FLORIDA | 1,243 | 1,240 | 722 | 2 | 1,240 | 724 | 1,965 | 27 | 2007 |
| West Palm Beach, FL | |||||||||
| SUNTRUST II FLORIDA | 817 | 815 | 475 | 1 | 815 | 476 | 1,292 | 17 | 2007 |
| Lake Wells, FL | |||||||||
| SUNTRUST II FLORIDA | 340 | 339 | 198 | 1 | 339 | 198 | 537 | 7 | 2007 |
| Dunnellon, FL | |||||||||
| SUNTRUST II FLORIDA | 1,182 | 1,180 | 687 | 2 | 1,180 | 689 | 1,869 | 25 | 2007 |
| Kissimmee, FL | |||||||||
| SUNTRUST II FLORIDA | 1,133 | 1,131 | 659 | 2 | 1,131 | 660 | 1,791 | 24 | 2007 |
| Port Orange, FL | |||||||||
| SUNTRUST II FLORIDA | 1,121 | 1,119 | 652 | 2 | 1,119 | 654 | 1,772 | 24 | 2007 |
| North Port, FL | |||||||||
| SUNTRUST II FLORIDA | 1,098 | 1,095 | 638 | 2 | 1,095 | 640 | 1,735 | 23 | 2007 |
| Hudson, FL | |||||||||
| SUNTRUST II FLORIDA | 1,032 | 1,030 | 600 | 2 | 1,030 | 602 | 1,632 | 22 | 2007 |
| Port Orange, FL | |||||||||
| SUNTRUST II GEORGIA | 1,525 | 1,399 | 1,057 | (37) | 1,399 | 1,021 | 2,420 | 37 | 2007 |
| Atlanta, GA | |||||||||
| SUNTRUST II GEORGIA | 981 | 900 | 680 | (24) | 900 | 657 | 1,557 | 24 | 2007 |
| Bowden, GA | |||||||||
| SUNTRUST II GEORGIA | 480 | 440 | 333 | (12) | 440 | 321 | 761 | 12 | 2007 |
| Cedartown, GA | |||||||||
| SUNTRUST II GEORGIA | 1,225 | 1,124 | 849 | (29) | 1,124 | 820 | 1,944 | 30 | 2007 |
| St. Simons Island, GA | |||||||||
| SUNTRUST II GEORGIA | 1,890 | 1,734 | 1,310 | (45) | 1,734 | 1,264 | 2,998 | 46 | 2007 |
| Dunwoody, GA | |||||||||
| SUNTRUST II GEORGIA | 1,114 | 1,022 | 772 | (27) | 1,022 | 745 | 1,767 | 27 | 2007 |
| Atlanta, GA | |||||||||
| SUNTRUST II GEORGIA | 1,101 | 1,010 | 763 | (26) | 1,010 | 737 | 1,747 | 27 | 2007 |
| Jessup, GA | |||||||||
| SUNTRUST II GEORGIA | 173 | 159 | 120 | (4) | 159 | 116 | 274 | 4 | 2007 |
| Brunswick, GA | |||||||||
| SUNTRUST II GEORGIA | 1,382 | 1,268 | 958 | (33) | 1,268 | 924 | 2,192 | 34 | 2007 |
| Roswell, GA | |||||||||
| SUNTRUST II GEORGIA | 1,516 | 1,391 | 1,051 | (36) | 1,391 | 1,014 | 2,406 | 37 | 2007 |
| Norcross, GA | |||||||||
| SUNTRUST II GEORGIA | 662 | 607 | 459 | (16) | 607 | 443 | 1,050 | 16 | 2007 |
| Augusta, GA | |||||||||
| SUNTRUST II MARYLAND | 2,924 | 1,747 | 2,890 | 2 | 1,747 | 2,892 | 4,639 | 106 | 2007 |
| Annapolis, MD | |||||||||
| SUNTRUST II MARYLAND | 1,207 | 721 | 1,193 | 1 | 721 | 1,194 | 1,915 | 44 | 2007 |
| Frederick, MD |
-105-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| SUNTRUST II MARYLAND | 2,123 | 1,269 | 2,099 | 1 | 1,269 | 2,100 | 3,369 | 77 | 2007 |
| Waldorf, MD | |||||||||
| SUNTRUST II MARYLAND | 1,610 | 962 | 1,591 | 1 | 962 | 1,592 | 2,554 | 58 | 2007 |
| Ellicott City, MD | |||||||||
| SUNTRUST II NORTH CAROLINA | 940 | 453 | 1,038 | 1 | 453 | 1,039 | 1,492 | 38 | 2007 |
| Belmont, NC | |||||||||
| SUNTRUST II NORTH CAROLINA | 625 | 301 | 690 | 1 | 301 | 691 | 992 | 25 | 2007 |
| Carrboro, NC | |||||||||
| SUNTRUST II NORTH CAROLINA | 1,246 | 601 | 1,375 | 2 | 601 | 1,377 | 1,978 | 50 | 2007 |
| Monroe, NC | |||||||||
| SUNTRUST II NORTH CAROLINA | 780 | 376 | 861 | 1 | 376 | 862 | 1,238 | 32 | 2007 |
| Lexington, NC | |||||||||
| SUNTRUST II NORTH CAROLINA | 605 | 292 | 668 | 1 | 292 | 669 | 961 | 25 | 2007 |
| Burlington, NC | |||||||||
| SUNTRUST II NORTH CAROLINA | 2,395 | 1,155 | 2,645 | 3 | 1,155 | 2,648 | 3,803 | 97 | 2007 |
| Mocksville, NC | |||||||||
| SUNTRUST II NORTH CAROLINA | 1,299 | 627 | 1,434 | 2 | 627 | 1,436 | 2,063 | 53 | 2007 |
| Durham, NC | |||||||||
| SUNTRUST II NORTH CAROLINA | 550 | 265 | 607 | 1 | 265 | 608 | 873 | 22 | 2007 |
| Oakboro, NC | |||||||||
| SUNTRUST II NORTH CAROLINA | 862 | 416 | 951 | 1 | 416 | 953 | 1,368 | 35 | 2007 |
| Concord, NC | |||||||||
| SUNTRUST II NORTH CAROLINA | 800 | 386 | 883 | 1 | 386 | 884 | 1,270 | 32 | 2007 |
| Raleigh, NC | |||||||||
| SUNTRUST II NORTH CAROLINA | 700 | 338 | 773 | 1 | 338 | 774 | 1,111 | 28 | 2007 |
| Greensboro, NC | |||||||||
| SUNTRUST II NORTH CAROLINA | 220 | 106 | 243 | - | 106 | 243 | 349 | 9 | 2007 |
| Pittsboro, NC | |||||||||
| SUNTRUST II NORTH CAROLINA | 348 | 168 | 385 | - | 168 | 385 | 553 | 14 | 2007 |
| Yadkinville, NC | |||||||||
| SUNTRUST II NORTH CAROLINA | 468 | 226 | 517 | 1 | 226 | 517 | 743 | 19 | 2007 |
| Matthews, NC | |||||||||
| SUNTRUST II NORTH CAROLINA | 379 | 183 | 419 | 1 | 183 | 420 | 603 | 15 | 2007 |
| Burlington, NC | |||||||||
| SUNTRUST II NORTH CAROLINA | 700 | 338 | 773 | 1 | 338 | 774 | 1,111 | 28 | 2007 |
| Zebulon, NC | |||||||||
| SUNTRUST II SOUTH CAROLINA | 642 | 220 | 798 | - | 220 | 798 | 1,018 | 29 | 2007 |
| Belton, SC | |||||||||
| SUNTRUST II SOUTH CAROLINA | 1,000 | 343 | 1,243 | 1 | 343 | 1,244 | 1,587 | 46 | 2007 |
| Anderson, SC | |||||||||
| SUNTRUST II SOUTH CAROLINA | 910 | 312 | 1,132 | 1 | 312 | 1,132 | 1,444 | 42 | 2007 |
| Travelers Rest, SC | |||||||||
| SUNTRUST II TENNESSEE | 1,764 | 1,190 | 1,619 | 3 | 1,190 | 1,623 | 2,812 | 59 | 2007 |
| Nashville, TN | |||||||||
| SUNTRUST II TENNESSEE | 232 | 156 | 213 | - | 156 | 213 | 369 | 8 | 2007 |
| Lavergne, TN |
-106-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| SUNTRUST II TENNESSEE | 750 | 506 | 689 | 1 | 506 | 690 | 1,196 | 25 | 2007 |
| Nashville, TN | |||||||||
| SUNTRUST II TENNESSEE | 533 | 360 | 489 | 1 | 360 | 490 | 850 | 18 | 2007 |
| Nashville, TN | |||||||||
| SUNTRUST II TENNESSEE | 922 | 622 | 847 | 2 | 622 | 848 | 1,470 | 31 | 2007 |
| Chattanooga, TN | |||||||||
| SUNTRUST II TENNESSEE | 870 | 587 | 798 | 2 | 587 | 800 | 1,387 | 29 | 2007 |
| Madison, TN | |||||||||
| SUNTRUST II VIRGINIA | 1,371 | 759 | 1,423 | (1) | 759 | 1,422 | 2,181 | 52 | 2007 |
| Richmond, VA | |||||||||
| SUNTRUST II VIRGINIA | 425 | 235 | 441 | - | 235 | 441 | 676 | 16 | 2007 |
| Richmond, VA | |||||||||
| SUNTRUST II VIRGINIA | 667 | 369 | 692 | - | 369 | 692 | 1,061 | 25 | 2007 |
| Norfolk, VA | |||||||||
| SUNTRUST II VIRGINIA | 437 | 242 | 454 | - | 242 | 453 | 695 | 17 | 2007 |
| Lynchburg, VA | |||||||||
| SUNTRUST II VIRGINIA | 367 | 203 | 382 | - | 203 | 381 | 585 | 14 | 2007 |
| Cheriton, VA | |||||||||
| SUNTRUST II VIRGINIA | 1,107 | 613 | 1,149 | (1) | 613 | 1,149 | 1,761 | 42 | 2007 |
| Rocky Mount, VA | |||||||||
| SUNTRUST II VIRGINIA | 251 | 139 | 260 | - | 139 | 260 | 399 | 10 | 2007 |
| Petersburg, VA | |||||||||
| SUNTRUST III DISTRICT OF COLUMBIA | 1,730 | 800 | 1,986 | - | 800 | 1,986 | 2,786 | 55 | 2008 |
| Washington, DC | |||||||||
| SUNTRUST III FLORIDA | 1,216 | 1,199 | 729 | - | 1,199 | 729 | 1,928 | 20 | 2008 |
| Avon Park, FL | |||||||||
| SUNTRUST III FLORIDA | 631 | 622 | 378 | - | 622 | 378 | 1,000 | 10 | 2008 |
| Bartow, FL | |||||||||
| SUNTRUST III FLORIDA | 625 | 616 | 374 | - | 616 | 374 | 991 | 10 | 2008 |
| Belleview, FL | |||||||||
| SUNTRUST III FLORIDA | 1,035 | 1,020 | 620 | - | 1,020 | 620 | 1,640 | 17 | 2008 |
| Beverly Hills, FL | |||||||||
| SUNTRUST III FLORIDA | 1,495 | 1,474 | 896 | - | 1,474 | 896 | 2,370 | 25 | 2008 |
| Boca Raton, FL | |||||||||
| SUNTRUST III FLORIDA | 1,004 | 990 | 602 | - | 990 | 602 | 1,592 | 17 | 2008 |
| Bradenton, FL | |||||||||
| SUNTRUST III FLORIDA | 1,209 | 1,192 | 724 | - | 1,192 | 724 | 1,916 | 20 | 2008 |
| Cape Coral, FL | |||||||||
| SUNTRUST III FLORIDA | 567 | 559 | 340 | - | 559 | 340 | 898 | 9 | 2008 |
| Clearwater, FL | |||||||||
| SUNTRUST III FLORIDA | 1,669 | 1,646 | 1,000 | - | 1,646 | 1,000 | 2,645 | 27 | 2008 |
| Crystal River, FL | |||||||||
| SUNTRUST III FLORIDA | 671 | 661 | 402 | - | 661 | 402 | 1,063 | 11 | 2008 |
| Daytona Beach Shores, FL | |||||||||
| SUNTRUST III FLORIDA | 988 | 975 | 592 | - | 975 | 592 | 1,567 | 16 | 2008 |
| Deland, FL |
-107-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| SUNTRUST III FLORIDA | 988 | 975 | 592 | - | 975 | 592 | 1,567 | 16 | 2008 |
| Deland, FL | |||||||||
| SUNTRUST III FLORIDA | 1,058 | 1,043 | 634 | - | 1,043 | 634 | 1,677 | 17 | 2008 |
| Edgewater, FL | |||||||||
| SUNTRUST III FLORIDA | 938 | 924 | 562 | - | 924 | 562 | 1,486 | 15 | 2008 |
| Flager Beach, FL | |||||||||
| SUNTRUST III FLORIDA | 688 | 678 | 412 | - | 678 | 412 | 1,090 | 11 | 2008 |
| Fort Myers, FL | |||||||||
| SUNTRUST III FLORIDA | 1,097 | 1,081 | 657 | - | 1,081 | 657 | 1,738 | 18 | 2008 |
| Fort Myers, FL | |||||||||
| SUNTRUST III FLORIDA | 1,446 | 1,426 | 867 | - | 1,426 | 867 | 2,293 | 24 | 2008 |
| Greenacres City, FL | |||||||||
| SUNTRUST III FLORIDA | 1,803 | 1,778 | 1,080 | - | 1,778 | 1,080 | 2,859 | 30 | 2008 |
| Gulf Breeze, FL | |||||||||
| SUNTRUST III FLORIDA | 1,122 | 1,106 | 672 | - | 1,106 | 672 | 1,778 | 18 | 2008 |
| Haines City, FL | |||||||||
| SUNTRUST III FLORIDA | 2,209 | 2,178 | 1,323 | - | 2,178 | 1,323 | 3,501 | 36 | 2008 |
| Hallandale, FL | |||||||||
| SUNTRUST III FLORIDA | 690 | 680 | 413 | - | 680 | 413 | 1,093 | 11 | 2008 |
| Hamosassa, FL | |||||||||
| SUNTRUST III FLORIDA | 2,146 | 2,115 | 1,285 | - | 2,115 | 1,285 | 3,401 | 35 | 2008 |
| Hilaleah, FL | |||||||||
| SUNTRUST III FLORIDA | 585 | 577 | 350 | - | 577 | 350 | 927 | 10 | 2008 |
| Inverness, FL | |||||||||
| SUNTRUST III FLORIDA | 874 | 862 | 524 | - | 862 | 524 | 1,385 | 14 | 2008 |
| Jacksonville, FL | |||||||||
| SUNTRUST III FLORIDA | 1,095 | 1,080 | 656 | - | 1,080 | 656 | 1,736 | 18 | 2008 |
| Jacksonville, FL | |||||||||
| SUNTRUST III FLORIDA | 1,312 | 1,294 | 786 | - | 1,294 | 786 | 2,080 | 22 | 2008 |
| Jupiter, FL | |||||||||
| SUNTRUST III FLORIDA | 1,140 | 1,124 | 683 | - | 1,124 | 683 | 1,806 | 19 | 2008 |
| Lady Lake, FL | |||||||||
| SUNTRUST III FLORIDA | 1,301 | 1,283 | 779 | - | 1,283 | 779 | 2,062 | 21 | 2008 |
| Lady Lake, FL | |||||||||
| SUNTRUST III FLORIDA | 1,067 | 1,052 | 639 | - | 1,052 | 639 | 1,692 | 18 | 2008 |
| Lake Placid, FL | |||||||||
| SUNTRUST III FLORIDA | 806 | 795 | 483 | - | 795 | 483 | 1,278 | 13 | 2008 |
| Lakeland, FL | |||||||||
| SUNTRUST III FLORIDA | 716 | 706 | 429 | - | 706 | 429 | 1,135 | 12 | 2008 |
| Largo, FL | |||||||||
| SUNTRUST III FLORIDA | 876 | 863 | 525 | - | 863 | 525 | 1,388 | 14 | 2008 |
| Lynn Haven, FL | |||||||||
| SUNTRUST III FLORIDA | 886 | 874 | 531 | - | 874 | 531 | 1,405 | 15 | 2008 |
| Melbourne, FL | |||||||||
| SUNTRUST III FLORIDA | 1,656 | 1,633 | 992 | - | 1,633 | 992 | 2,624 | 27 | 2008 |
| Miami, FL |
-108-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| SUNTRUST III FLORIDA | 970 | 956 | 581 | - | 956 | 581 | 1,538 | 16 | 2008 |
| Miami Beach, FL | |||||||||
| SUNTRUST III FLORIDA | 949 | 935 | 568 | - | 935 | 568 | 1,503 | 16 | 2008 |
| New Port Richey, FL | |||||||||
| SUNTRUST III FLORIDA | 1,519 | 1,498 | 910 | - | 1,498 | 910 | 2,408 | 25 | 2008 |
| Orlando, FL | |||||||||
| SUNTRUST III FLORIDA | 1,425 | 1,405 | 854 | - | 1,405 | 854 | 2,259 | 23 | 2008 |
| Orlando, FL | |||||||||
| SUNTRUST III FLORIDA | 580 | 572 | 348 | - | 572 | 348 | 920 | 10 | 2008 |
| Palm Harbor, FL | |||||||||
| SUNTRUST III FLORIDA | 1,371 | 1,352 | 821 | - | 1,352 | 821 | 2,173 | 23 | 2008 |
| Palm Harbor, FL | |||||||||
| SUNTRUST III FLORIDA | 942 | 928 | 564 | - | 928 | 564 | 1,492 | 16 | 2008 |
| Port St. Lucie, FL | |||||||||
| SUNTRUST III FLORIDA | 1,719 | 1,695 | 1,030 | - | 1,695 | 1,030 | 2,724 | 28 | 2008 |
| Punta Gorda, FL | |||||||||
| SUNTRUST III FLORIDA | 988 | 974 | 592 | - | 974 | 592 | 1,567 | 16 | 2008 |
| Roseland, FL | |||||||||
| SUNTRUST III FLORIDA | 798 | 787 | 478 | - | 787 | 478 | 1,265 | 13 | 2008 |
| Sebring, FL | |||||||||
| SUNTRUST III FLORIDA | 754 | 743 | 452 | - | 743 | 452 | 1,195 | 12 | 2008 |
| Seminole, FL | |||||||||
| SUNTRUST III FLORIDA | 832 | 820 | 498 | - | 820 | 498 | 1,319 | 14 | 2008 |
| Spring Hill, FL | |||||||||
| SUNTRUST III FLORIDA | 1,380 | 1,360 | 827 | - | 1,360 | 827 | 2,187 | 23 | 2008 |
| Spring Hill, FL | |||||||||
| SUNTRUST III FLORIDA | 1,349 | 1,330 | 808 | - | 1,330 | 808 | 2,138 | 22 | 2008 |
| Spring Hill, FL | |||||||||
| SUNTRUST III FLORIDA | 949 | 936 | 569 | - | 936 | 569 | 1,505 | 16 | 2008 |
| St. Petersburg, FL | |||||||||
| SUNTRUST III FLORIDA | 1,933 | 1,906 | 1,158 | - | 1,906 | 1,158 | 3,063 | 32 | 2008 |
| Stuart, FL | |||||||||
| SUNTRUST III FLORIDA | 2,041 | 2,013 | 1,223 | - | 2,013 | 1,223 | 3,236 | 34 | 2008 |
| Sun City Center, FL | |||||||||
| SUNTRUST III FLORIDA | 1,539 | 1,518 | 922 | - | 1,518 | 922 | 2,440 | 25 | 2008 |
| Tamarac, FL | |||||||||
| SUNTRUST III FLORIDA | 613 | 605 | 367 | - | 605 | 367 | 972 | 10 | 2008 |
| Valrico, FL | |||||||||
| SUNTRUST III FLORIDA | 770 | 760 | 462 | - | 760 | 462 | 1,221 | 13 | 2008 |
| Wildwood, FL | |||||||||
| SUNTRUST III FLORIDA | 814 | 802 | 488 | - | 802 | 488 | 1,290 | 13 | 2008 |
| Zephyhills, FL | |||||||||
| SUNTRUST III FLORIDA | 1,943 | 1,916 | 1,164 | - | 1,916 | 1,164 | 3,080 | 32 | 2008 |
| Zephyhills, FL | |||||||||
| SUNTRUST III GEORGIA | 655 | 564 | 482 | - | 564 | 482 | 1,046 | 13 | 2008 |
| Albany, GA |
-109-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| SUNTRUST III GEORGIA | 1,909 | 1,642 | 1,404 | - | 1,642 | 1,404 | 3,046 | 39 | 2008 |
| Alpharetta, GA | |||||||||
| SUNTRUST III GEORGIA | 1,433 | 1,233 | 1,054 | - | 1,233 | 1,054 | 2,287 | 29 | 2008 |
| Alpharetta, GA | |||||||||
| SUNTRUST III GEORGIA | 1,233 | 1,061 | 907 | - | 1,061 | 907 | 1,968 | 25 | 2008 |
| Athens, GA | |||||||||
| SUNTRUST III GEORGIA | 2,331 | 2,005 | 1,714 | - | 2,005 | 1,714 | 3,719 | 47 | 2008 |
| Atlanta, GA | |||||||||
| SUNTRUST III GEORGIA | 496 | 427 | 365 | - | 427 | 365 | 791 | 10 | 2008 |
| Atlanta, GA | |||||||||
| SUNTRUST III GEORGIA | 1,032 | 888 | 759 | - | 888 | 759 | 1,647 | 21 | 2008 |
| Augusta, GA | |||||||||
| SUNTRUST III GEORGIA | 503 | 432 | 370 | - | 432 | 370 | 802 | 10 | 2008 |
| Augusta, GA | |||||||||
| SUNTRUST III GEORGIA | 677 | 582 | 498 | - | 582 | 498 | 1,080 | 14 | 2008 |
| Augusta, GA | |||||||||
| SUNTRUST III GEORGIA | 1,050 | 904 | 772 | - | 904 | 772 | 1,676 | 21 | 2008 |
| Baxley, GA | |||||||||
| SUNTRUST III GEORGIA | 608 | 523 | 447 | - | 523 | 447 | 970 | 12 | 2008 |
| Columbus, GA | |||||||||
| SUNTRUST III GEORGIA | 528 | 454 | 389 | - | 454 | 389 | 843 | 11 | 2008 |
| Conyers, GA | |||||||||
| SUNTRUST III GEORGIA | 715 | 615 | 526 | - | 615 | 526 | 1,141 | 14 | 2008 |
| Douglas, GA | |||||||||
| SUNTRUST III GEORGIA | 1,305 | 1,122 | 959 | - | 1,122 | 959 | 2,081 | 26 | 2008 |
| Duluth, GA | |||||||||
| SUNTRUST III GEORGIA | 932 | 802 | 686 | - | 802 | 686 | 1,488 | 19 | 2008 |
| Jonesboro, GA | |||||||||
| SUNTRUST III GEORGIA | 1,852 | 1,593 | 1,362 | - | 1,593 | 1,362 | 2,955 | 37 | 2008 |
| Lawrenceville, GA | |||||||||
| SUNTRUST III GEORGIA | 846 | 728 | 622 | - | 728 | 622 | 1,351 | 17 | 2008 |
| Marietta, GA | |||||||||
| SUNTRUST III GEORGIA | 745 | 641 | 548 | - | 641 | 548 | 1,189 | 15 | 2008 |
| Norcross, GA | |||||||||
| SUNTRUST III GEORGIA | 903 | 777 | 664 | - | 777 | 664 | 1,441 | 18 | 2008 |
| Tucker, GA | |||||||||
| SUNTRUST III GEORGIA | 1,454 | 1,251 | 1,069 | - | 1,251 | 1,069 | 2,320 | 29 | 2008 |
| Warner Robins, GA | |||||||||
| SUNTRUST III GEORGIA | 1,220 | 1,050 | 897 | - | 1,050 | 897 | 1,947 | 25 | 2008 |
| Woodstock, GA | |||||||||
| SUNTRUST III GEORGIA | 386 | 332 | 284 | - | 332 | 284 | 615 | 8 | 2008 |
| Macon, GA | |||||||||
| SUNTRUST III MARYLAND | 1,250 | 563 | 1,427 | - | 563 | 1,427 | 1,989 | 39 | 2008 |
| Bladensburg, MD | |||||||||
| SUNTRUST III MARYLAND | 818 | 368 | 933 | - | 368 | 933 | 1,301 | 26 | 2008 |
| Chestertown, MD |
-110-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| SUNTRUST III MARYLAND | 1,710 | 770 | 1,952 | - | 770 | 1,952 | 2,721 | 54 | 2008 |
| Upper Marlboro, MD | |||||||||
| SUNTRUST III NORTH CAROLINA | 985 | 617 | 953 | - | 617 | 953 | 1,570 | 26 | 2008 |
| Black Mountain, NC | |||||||||
| SUNTRUST III NORTH CAROLINA | 436 | 273 | 422 | - | 273 | 422 | 695 | 12 | 2008 |
| Butner, NC | |||||||||
| SUNTRUST III NORTH CAROLINA | 871 | 546 | 843 | - | 546 | 843 | 1,389 | 23 | 2008 |
| Cary, NC | |||||||||
| SUNTRUST III NORTH CAROLINA | 552 | 346 | 534 | - | 346 | 534 | 880 | 15 | 2008 |
| Chapel Hill, NC | |||||||||
| SUNTRUST III NORTH CAROLINA | 958 | 600 | 928 | - | 600 | 928 | 1,528 | 26 | 2008 |
| Denton, NC | |||||||||
| SUNTRUST III NORTH CAROLINA | 511 | 320 | 495 | - | 320 | 495 | 815 | 14 | 2008 |
| Erwin, NC | |||||||||
| SUNTRUST III NORTH CAROLINA | 613 | 384 | 594 | - | 384 | 594 | 978 | 16 | 2008 |
| Greensboro, NC | |||||||||
| SUNTRUST III NORTH CAROLINA | 498 | 312 | 482 | - | 312 | 482 | 794 | 13 | 2008 |
| Hudson, NC | |||||||||
| SUNTRUST III NORTH CAROLINA | 531 | 333 | 514 | - | 333 | 514 | 847 | 14 | 2008 |
| Huntersville, NC | |||||||||
| SUNTRUST III NORTH CAROLINA | 1,264 | 792 | 1,224 | - | 792 | 1,224 | 2,016 | 34 | 2008 |
| Kannapolis, NC | |||||||||
| SUNTRUST III NORTH CAROLINA | 649 | 407 | 628 | - | 407 | 628 | 1,035 | 17 | 2008 |
| Kernersville, NC | |||||||||
| SUNTRUST III NORTH CAROLINA | 357 | 224 | 345 | - | 224 | 345 | 569 | 9 | 2008 |
| Marshville, NC | |||||||||
| SUNTRUST III NORTH CAROLINA | 701 | 439 | 678 | - | 439 | 678 | 1,118 | 19 | 2008 |
| Mocksville, NC | |||||||||
| SUNTRUST III NORTH CAROLINA | 534 | 335 | 517 | - | 335 | 517 | 852 | 14 | 2008 |
| Monroe, NC | |||||||||
| SUNTRUST III NORTH CAROLINA | 630 | 395 | 610 | - | 395 | 610 | 1,004 | 17 | 2008 |
| Monroe, NC | |||||||||
| SUNTRUST III NORTH CAROLINA | 564 | 354 | 546 | - | 354 | 546 | 900 | 15 | 2008 |
| Norwood, NC | |||||||||
| SUNTRUST III NORTH CAROLINA | 1,462 | 916 | 1,415 | - | 916 | 1,415 | 2,332 | 39 | 2008 |
| Raleigh, NC | |||||||||
| SUNTRUST III NORTH CAROLINA | 971 | 608 | 940 | - | 608 | 940 | 1,548 | 26 | 2008 |
| Roxboro, NC | |||||||||
| SUNTRUST III NORTH CAROLINA | 545 | 342 | 528 | - | 342 | 528 | 869 | 15 | 2008 |
| Spencer, NC | |||||||||
| SUNTRUST III NORTH CAROLINA | 1,342 | 841 | 1,299 | - | 841 | 1,299 | 2,139 | 36 | 2008 |
| Wake Forest, NC | |||||||||
| SUNTRUST III NORTH CAROLINA | 267 | 167 | 259 | - | 167 | 259 | 426 | 7 | 2008 |
| Youngsville, NC | |||||||||
| SUNTRUST III SOUTH CAROLINA | 787 | 422 | 836 | - | 422 | 836 | 1,258 | 23 | 2008 |
| Anderson, SC |
-111-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| SUNTRUST III SOUTH CAROLINA | 518 | 278 | 550 | - | 278 | 550 | 828 | 15 | 2008 |
| Spartanburg, SC | |||||||||
| SUNTRUST III TENNESSEE | 582 | 597 | 343 | - | 597 | 343 | 940 | 9 | 2008 |
| Chattanooga, TN | |||||||||
| SUNTRUST III TENNESSEE | 762 | 783 | 449 | - | 783 | 449 | 1,232 | 12 | 2008 |
| Chattanooga, TN | |||||||||
| SUNTRUST III TENNESSEE | 520 | 533 | 306 | - | 533 | 306 | 839 | 8 | 2008 |
| Chattanooga, TN | |||||||||
| SUNTRUST III TENNESSEE | 698 | 716 | 411 | - | 716 | 411 | 1,127 | 11 | 2008 |
| Chattanooga, TN | |||||||||
| SUNTRUST III TENNESSEE | 344 | 353 | 203 | - | 353 | 203 | 556 | 6 | 2008 |
| Cleveland, TN | |||||||||
| SUNTRUST III TENNESSEE | 112 | 115 | 66 | - | 115 | 66 | 180 | 2 | 2008 |
| Johnson City, TN | |||||||||
| SUNTRUST III TENNESSEE | 231 | 237 | 136 | - | 237 | 136 | 373 | 4 | 2008 |
| Jonesborough, TN | |||||||||
| SUNTRUST III TENNESSEE | 561 | 576 | 330 | - | 576 | 330 | 907 | 9 | 2008 |
| Lake City, TN | |||||||||
| SUNTRUST III TENNESSEE | 302 | 310 | 178 | - | 310 | 178 | 488 | 5 | 2008 |
| Lawrenceburg, TN | |||||||||
| SUNTRUST III TENNESSEE | 578 | 593 | 340 | - | 593 | 340 | 934 | 9 | 2008 |
| Murfreesboro, TN | |||||||||
| SUNTRUST III TENNESSEE | 948 | 973 | 558 | - | 973 | 558 | 1,531 | 15 | 2008 |
| Nashville, TN | |||||||||
| SUNTRUST III TENNESSEE | 748 | 768 | 441 | - | 768 | 441 | 1,209 | 12 | 2008 |
| Nashville, TN | |||||||||
| SUNTRUST III TENNESSEE | 711 | 730 | 419 | - | 730 | 419 | 1,148 | 12 | 2008 |
| Nashville, TN | |||||||||
| SUNTRUST III VIRGINIA | 1,801 | 1,518 | 1,370 | - | 1,518 | 1,370 | 2,888 | 38 | 2008 |
| Alexandria, VA | |||||||||
| SUNTRUST III VIRGINIA | 1,565 | 1,319 | 1,190 | - | 1,319 | 1,190 | 2,508 | 33 | 2008 |
| Arlington, VA | |||||||||
| SUNTRUST III VIRGINIA | 324 | 273 | 246 | - | 273 | 246 | 520 | 7 | 2008 |
| Beaverdam, VA | |||||||||
| SUNTRUST III VIRGINIA | 544 | 458 | 413 | - | 458 | 413 | 871 | 11 | 2008 |
| Franklin, VA | |||||||||
| SUNTRUST III VIRGINIA | 729 | 614 | 554 | - | 614 | 554 | 1,169 | 15 | 2008 |
| Gloucester, VA | |||||||||
| SUNTRUST III VIRGINIA | 437 | 368 | 332 | - | 368 | 332 | 701 | 9 | 2008 |
| Harrisonburg, VA | |||||||||
| SUNTRUST III VIRGINIA | 397 | 335 | 302 | - | 335 | 302 | 637 | 8 | 2008 |
| Lightfoot, VA | |||||||||
| SUNTRUST III VIRGINIA | 368 | 310 | 280 | - | 310 | 280 | 590 | 8 | 2008 |
| Madison Heights, VA | |||||||||
| SUNTRUST III VIRGINIA | 2,049 | 1,727 | 1,558 | - | 1,727 | 1,558 | 3,285 | 43 | 2008 |
| Manassas, VA |
-112-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| SUNTRUST III VIRGINIA | 569 | 479 | 433 | - | 479 | 433 | 912 | 12 | 2008 |
| Mechanicsville, VA | |||||||||
| SUNTRUST III VIRGINIA | 302 | 254 | 229 | - | 254 | 229 | 484 | 6 | 2008 |
| Nassawadox, VA | |||||||||
| SUNTRUST III VIRGINIA | 367 | 309 | 279 | - | 309 | 279 | 589 | 8 | 2008 |
| Radford, VA | |||||||||
| SUNTRUST III VIRGINIA | 1,408 | 1,186 | 1,070 | - | 1,186 | 1,070 | 2,257 | 29 | 2008 |
| Richmond, VA | |||||||||
| SUNTRUST III VIRGINIA | 307 | 259 | 234 | - | 259 | 234 | 493 | 6 | 2008 |
| Richmond, VA | |||||||||
| SUNTRUST III VIRGINIA | 896 | 755 | 681 | - | 755 | 681 | 1,437 | 19 | 2008 |
| Richmond, VA | |||||||||
| SUNTRUST III VIRGINIA | 594 | 501 | 452 | - | 501 | 452 | 952 | 12 | 2008 |
| Richmond, VA | |||||||||
| SUNTRUST III VIRGINIA | 403 | 339 | 306 | - | 339 | 306 | 646 | 8 | 2008 |
| Roanoke, VA | |||||||||
| SUNTRUST III VIRGINIA | 177 | 149 | 135 | - | 149 | 135 | 284 | 4 | 2008 |
| Roanoke, VA | |||||||||
| SUNTRUST III VIRGINIA | 850 | 716 | 646 | - | 716 | 646 | 1,362 | 18 | 2008 |
| South Boston, VA | |||||||||
| SUNTRUST III VIRGINIA | 1,348 | 1,136 | 1,025 | - | 1,136 | 1,025 | 2,160 | 28 | 2008 |
| Spotsylvania, VA | |||||||||
| SUNTRUST III VIRGINIA | 662 | 558 | 504 | - | 558 | 504 | 1,062 | 14 | 2008 |
| Virginia Beach, VA | |||||||||
| THE CENTER AT HUGH HOWELL | 7,722 | 2,250 | 11,091 | 348 | 2,250 | 11,438 | 13,688 | 709 | 2007 |
| Tucker, GA | |||||||||
| THE HIGHLANDS | 9,745 | 5,500 | 9,589 | (19) | 5,500 | 9,570 | 15,070 | 586 | 2006 |
| Flower Mound, TX | |||||||||
| THE MARKET AT HILLIARD | 11,205 | 4,432 | 13,308 | 3,009 | 4,432 | 16,317 | 20,748 | 1,274 | 2005 |
| Hilliard, OH | |||||||||
| TOMBALL TOWN CENTER | - | 1,950 | 14,233 | 3,284 | 1,950 | 17,517 | 19,467 | 1,581 | 2005 |
| Tomball, TX | |||||||||
| TRIANGLE CENTER | 23,600 | 12,770 | 24,556 | 25 | 12,770 | 24,581 | 37,351 | 2,537 | 2005 |
| Longview, WA | |||||||||
| WALGREENS - SPRINGFIELD | - | 855 | 2,530 | - | 855 | 2,530 | 3,385 | 278 | 2007 |
| Springfield, MO | |||||||||
| WASHINGTON PARK PLAZA | 30,600 | 6,500 | 33,912 | (343) | 6,500 | 33,569 | 40,069 | 1,708 | 2005 |
| Homewood, IL | |||||||||
| WEST END SQUARE | - | 675 | 2,784 | 51 | 675 | 2,835 | 3,510 | 289 | 2007 |
| Houston, TX | |||||||||
| WICKES - LAKE ZURICH | 5,767 | 1,700 | 7,931 | - | 1,700 | 7,931 | 9,631 | 412 | 2005 |
| Lake Zurich, IL | |||||||||
| WILLIS TOWN CENTER | - | 1,550 | 1,820 | 652 | 1,550 | 2,472 | 4,022 | 195 | 2005 |
| Willis, TX | |||||||||
| WINCHESTER TOWN CENTER | - | 495 | 3,966 | 45 | 495 | 4,011 | 4,506 | 437 | 2005 |
| Houston, TX |
-113-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| WINDERMERE VILLAGE | - | 1,220 | 6,331 | 780 | 1,220 | 7,111 | 8,331 | 737 | 2005 |
| Houston, TX | |||||||||
| WOODFOREST SQUARE | - | 300 | 2,136 | 666 | 300 | 2,803 | 3,103 | 295 | 2005 |
| Houston, TX | |||||||||
| Office | |||||||||
| 11500 MARKET STREET | - | 140 | 346 | - | 140 | 346 | 486 | 40 | 2005 |
| Jacinto City, TX | |||||||||
| 6234 RICHMOND AVENUE | - | 500 | 970 | 901 | 500 | 1,871 | 2,371 | 173 | 2006 |
| Houston, TX | |||||||||
| AT&T - ST LOUIS | 112,695 | 8,000 | 170,169 | 12 | 8,000 | 170,181 | 178,181 | 11,912 | 2007 |
| St Louis, MO | |||||||||
| AT&T CLEVELAND | 29,242 | 870 | 40,033 | - | 870 | 40,033 | 40,903 | 2,491 | 2005 |
| Cleveland, OH | |||||||||
| BRIDGESIDE POINT OFFICE BLDG | 17,325 | 1,525 | 28,609 | - | 1,525 | 28,609 | 30,134 | 3,087 | 2006 |
| Pittsburg, PA | |||||||||
| COMMONS DRIVE | 3,663 | 1,600 | 5,746 | 1 | 1,600 | 5,747 | 7,347 | 456 | 2007 |
| Aurora, IL | |||||||||
| DENVER HIGHLANDS | 10,500 | 1,700 | 11,839 | - | 1,700 | 11,839 | 13,539 | 832 | 2006 |
| Highlands Ranch, CO | |||||||||
| DULLES EXECUTIVE PLAZA | 68,750 | 15,500 | 96,083 | 2,109 | 15,500 | 98,192 | 113,692 | 8,413 | 2006 |
| Herndon, VA | |||||||||
| HOUSTON LAKES | 8,988 | 3,000 | 12,950 | 16 | 3,000 | 12,966 | 15,966 | 951 | 2006 |
| Houston, TX | |||||||||
| IDS CENTER | 161,000 | 24,900 | 202,016 | 9,923 | 24,900 | 211,939 | 236,839 | 17,172 | 2007 |
| Minneapolis, MN | |||||||||
| KINROSS LAKES | 10,065 | 825 | 14,639 | - | 825 | 14,639 | 15,464 | 1,025 | 2005 |
| Richfield, OH | |||||||||
| LAKE VIEW TECHNOLOGY CENTER | 14,470 | 884 | 22,072 | - | 884 | 22,072 | 22,956 | 2,381 | 2006 |
| Suffolk, VA | |||||||||
| REGIONAL ROAD | 8,679 | 950 | 10,501 | 46 | 950 | 10,547 | 11,497 | 834 | 2006 |
| Greensboro, NC | |||||||||
| SANTEE - CIVIC CENTER | 12,023 | - | 17,838 | 18 | - | 17,856 | 17,856 | 1,302 | 2005 |
| Santee, CA | |||||||||
| SBC CENTER | 200,472 | 35,800 | 287,424 | 173 | 35,800 | 287,597 | 323,397 | 31,860 | 2007 |
| Hoffman Estates, IL | |||||||||
| SUNTRUST OFFICE I FL | 5,291 | 5,700 | 2,417 | (3) | 5,700 | 2,414 | 8,114 | 96 | 2007 |
| Bal Harbour, FL | |||||||||
| SUNTRUST OFFICE I FL | 795 | 315 | 363 | (1) | 315 | 363 | 678 | 14 | 2007 |
| Bushnell, FL | |||||||||
| SUNTRUST OFFICE I FL | 1,450 | 1,260 | 662 | (1) | 1,260 | 661 | 1,921 | 26 | 2007 |
| Melbourne, FL | |||||||||
| SUNTRUST OFFICE I GA | 665 | 275 | 675 | - | 275 | 675 | 950 | 27 | 2007 |
| Douglas, GA | |||||||||
| SUNTRUST OFFICE I MD | 3,687 | 650 | 4,617 | (2) | 650 | 4,614 | 5,264 | 183 | 2007 |
| Bethesda, MD | |||||||||
| SUNTRUST OFFICE I NC | 1,321 | 400 | 1,471 | (1) | 400 | 1,470 | 1,870 | 58 | 2007 |
-114-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| Winston-Salem, NC | |||||||||
| SUNTRUST OFFICE I NC | 1,527 | 500 | 1,700 | (1) | 500 | 1,699 | 2,199 | 68 | 2007 |
| Raleigh, NC | |||||||||
| SUNTRUST OFFICE I VA | 5,323 | 1,360 | 6,272 | (3) | 1,360 | 6,269 | 7,629 | 249 | 2007 |
| Richmond, VA | |||||||||
| SUNTRUST II OFFICE GEORGIA | 4,402 | 2,625 | 4,355 | (3) | 2,625 | 4,352 | 6,977 | 160 | 2008 |
| Atlanta, GA | |||||||||
| SUNTRUST III OFFICE FLORIDA | 1,345 | 1,667 | 457 | - | 1,667 | 457 | 2,124 | 13 | 2008 |
| Gainesville, FL | |||||||||
| SUNTRUST III OFFICE FLORIDA | 854 | 1,058 | 290 | - | 1,058 | 290 | 1,348 | 8 | 2008 |
| Holy Hill, FL | |||||||||
| SUNTRUST III OFFICE GEORGIA | 1,499 | 676 | 1,703 | - | 676 | 1,703 | 2,379 | 47 | 2008 |
| Brunswick, GA | |||||||||
| SUNTRUST III OFFICE GEORGIA | 1,774 | 799 | 2,016 | - | 799 | 2,016 | 2,815 | 55 | 2008 |
| Gainesville, GA | |||||||||
| UNITED HEALTH - CYPRESS | - | 10,000 | 30,547 | - | 10,000 | 30,547 | 40,547 | - | 2008 |
| Cypress, CA | |||||||||
| UNITED HEALTH - FREDERICK | - | 5,100 | 26,303 | - | 5,100 | 26,303 | 31,403 | - | 2008 |
| Frederick, MD | |||||||||
| UNTIED HEALTH - GREEN BAY | - | 4,250 | 45,725 | - | 4,250 | 45,725 | 49,975 | - | 2008 |
| Green Bay, WI | |||||||||
| UNITED HEALTH - INDIANAPOLIS | 10,050 | 3,500 | 24,248 | - | 3,500 | 24,248 | 27,748 | - | 2008 |
| Indianapolis, IN | |||||||||
| UNITED HEALTH - ONALASKA | 16,545 | 4,090 | 2,794 | - | 4,090 | 2,794 | 6,884 | - | 2008 |
| Onalaska, WI | |||||||||
| UNITED HEALTH - WAUWATOSA | 4,149 | 1,800 | 14,930 | - | 1,800 | 14,930 | 16,730 | - | 2006 |
| Wauwatosa, WI | |||||||||
| WASHINGTON MUTUAL - ARLINGTON | 20,115 | 4,870 | 30,915 | 3 | 4,870 | 30,918 | 35,788 | 2,456 | 2007 |
| Arlington, TX | |||||||||
| WORLDGATE PLAZA | 59,950 | 14,000 | 79,048 | 1,500 | 14,000 | 80,548 | 94,548 | 4,515 | 2007 |
| Herndon, VA | |||||||||
| Apartment | |||||||||
| 14th STREET - UAB | - | 4,250 | 27,458 | - | 4,250 | 27,458 | 31,708 | 1,325 | 2007 |
| Birmingham, AL | |||||||||
| ENCINO CANYON APARTMENTS | 12,000 | 1,700 | 16,443 | - | 1,700 | 16,443 | 18,143 | 849 | 2007 |
| San Antonio,TX | |||||||||
| FIELDS APARTMENT HOMES | 18,700 | 1,850 | 29,783 | - | 1,850 | 29,783 | 31,633 | 2,033 | 2007 |
| Bloomington, IN | |||||||||
| LANDINGS AT CLEARLAKE | 18,590 | 3,770 | 27,843 | - | 3,770 | 27,843 | 31,613 | 1,854 | 2007 |
| Webster,TX | |||||||||
| LEGACY AT ART QUARTER | 29,851 | 1,290 | 35,031 | - | 1,290 | 35,031 | 36,321 | 219 | 2008 |
| Oklahoma City, OK | |||||||||
| LEGACY CORNER | 14,630 | 1,600 | 23,765 | - | 1,600 | 23,765 | 25,365 | 149 | 2008 |
| Midwest City, OK | |||||||||
| LEGACY CROSSING | 23,907 | 1,110 | 29,297 | - | 1,110 | 29,297 | 30,407 | 182 | 2008 |
| Oklahoma City, OK |
-115-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| LEGACY WOODS | 21,190 | 2,500 | 31,505 | - | 2,500 | 31,505 | 34,005 | 198 | 2007 |
| Edmond, OK | |||||||||
| SEVEN PALMS APARTMENTS | 18,750 | 3,550 | 24,348 | 5 | 3,550 | 24,353 | 27,903 | 1,247 | 2006 |
| Webster,TX | |||||||||
| SOUTHGATE APARTMENTS | 10,725 | 1,730 | 16,356 | - | 1,730 | 16,356 | 18,086 | 1,742 | 2007 |
| Louisville,KY | |||||||||
| THE RADIAN (PENN) HOUSING | 44,946 | - | 79,997 | - | - | 79,997 | 79,997 | 1,043 | 2007 |
| Radian, PA | |||||||||
| UNIV HOUSE AT GAINESVILLE | 23,459 | 6,561 | 36,879 | - | 6,561 | 36,879 | 43,440 | 523 | 2007 |
| Gainesville, FL | |||||||||
| UNIV HOUSE AT HUNTSVILLE | 15,260 | 1,351 | 26,308 | - | 1,351 | 26,308 | 27,659 | 422 | 2007 |
| Huntsville, TX | |||||||||
| UNIV HOUSE AT LAFAYETTE | 9,292 | - | 16,357 | - | - | 16,357 | 16,357 | 267 | 2007 |
| Lafayette, AL | |||||||||
| VILLAGES AT KITTY HAWK | 11,550 | 2,070 | 17,397 | - | 2,070 | 17,397 | 19,467 | 1,070 | 2007 |
| Universal City,TX | |||||||||
| VILLAS AT SHADOW CREEK | 16,117 | 3,690 | 24,142 | - | 3,690 | 24,142 | 27,832 | 154 | 2007 |
| Pearland, TX | |||||||||
| WATERFORD PLACE AT SHADOW CREE | 16,500 | 2,980 | 24,573 | - | 2,980 | 24,573 | 27,553 | 1,680 | 2007 |
| Pearland,TX | |||||||||
| Industrial | |||||||||
| 11500 MELROSE AVE -294 TOLLWAY | 4,561 | 2,500 | 5,071 | - | 2,500 | 5,071 | 7,571 | 263 | 2006 |
| Franklin Park, IL | |||||||||
| 1800 BRUNING | 10,156 | 10,000 | 7,971 | 32 | 10,000 | 8,002 | 18,002 | 610 | 2006 |
| Itasca, IL | |||||||||
| 500 HARTLAND | 5,860 | 1,200 | 7,459 | - | 1,200 | 7,459 | 8,659 | 593 | 2006 |
| Hartland, WI | |||||||||
| 55th STREET | 7,351 | 1,600 | 11,115 | - | 1,600 | 11,115 | 12,715 | 883 | 2007 |
| Kenosha, WI | |||||||||
| AIRPORT DISTRIB CENTER #10 | 2,042 | 600 | 2,861 | - | 600 | 2,861 | 3,461 | 175 | 2007 |
| Memphis, TN | |||||||||
| AIRPORT DISTRIB CENTER #11 | 1,539 | 400 | 2,120 | - | 400 | 2,120 | 2,520 | 130 | 2007 |
| Memphis, TN | |||||||||
| AIRPORT DISTRIB CENTER #15 | 1,203 | 200 | 1,651 | - | 200 | 1,651 | 1,851 | 106 | 2007 |
| Memphis, TN | |||||||||
| AIRPORT DISTRIB CENTER #16 | 2,714 | 600 | 3,750 | - | 600 | 3,750 | 4,350 | 230 | 2007 |
| Memphis, TN | |||||||||
| AIRPORT DISTRIB CENTER #18 | 1,007 | 200 | 1,317 | 27 | 200 | 1,344 | 1,544 | 87 | 2007 |
| Memphis, TN | |||||||||
| AIRPORT DISTRIB CENTER #19 | 2,546 | 600 | 3,866 | - | 600 | 3,866 | 4,466 | 237 | 2007 |
| Memphis, TN | |||||||||
| AIRPORT DISTRIB CENTER #2 | 1,734 | 400 | 2,282 | - | 400 | 2,282 | 2,682 | 140 | 2007 |
| Memphis, TN | |||||||||
| AIRPORT DISTRIB CENTER #4 | 1,287 | 300 | 1,662 | - | 300 | 1,662 | 1,962 | 102 | 2007 |
| Memphis, TN | |||||||||
| AIRPORT DISTRIB CENTER #7 | 699 | 200 | 832 | - | 200 | 832 | 1,032 | 53 | 2007 |
-116-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| Memphis, TN | |||||||||
| AIRPORT DISTRIB CENTER #8 | 448 | 100 | 630 | - | 100 | 630 | 730 | 40 | 2007 |
| Memphis, TN | |||||||||
| AIRPORT DISTRIB CENTER #9 | 811 | 200 | 948 | - | 200 | 948 | 1,148 | 61 | 2007 |
| Memphis, TN | |||||||||
| ANHEUSER BUSCH (PERSIS) | 7,550 | 2,200 | 13,598 | - | 2,200 | 13,598 | 15,798 | 635 | 2007 |
| Devens, MA | |||||||||
| ATLAS - BELVIDERE | 11,329 | 1,600 | 15,521 | - | 1,600 | 15,521 | 17,121 | 681 | 2007 |
| Belvidere, IL | |||||||||
| ATLAS - CARTERSVILLE | 8,273 | 900 | 13,112 | (39) | 900 | 13,073 | 13,973 | 573 | 2007 |
| Cartersville, GA | |||||||||
| ATLAS - DOUGLAS | 3,432 | 75 | 6,681 | - | 75 | 6,681 | 6,756 | 292 | 2007 |
| Douglas, GA | |||||||||
| ATLAS - GAFFNEY | 3,350 | 950 | 5,114 | - | 950 | 5,114 | 6,064 | 224 | 2007 |
| Gaffney, SC | |||||||||
| ATLAS - GAINESVILLE | 7,731 | 550 | 12,783 | - | 550 | 12,783 | 13,333 | 559 | 2007 |
| Gainesville, GA | |||||||||
| ATLAS - PENDERGRASS | 14,919 | 1,250 | 24,259 | - | 1,250 | 24,259 | 25,509 | 1,061 | 2007 |
| Pendergrass, GA | |||||||||
| ATLAS - PIEDMONT | 13,563 | 400 | 23,113 | 7 | 400 | 23,120 | 23,520 | 1,011 | 2007 |
| Piedmont, SC | |||||||||
| ATLAS - ST PAUL | 8,226 | 3,890 | 10,093 | - | 3,890 | 10,093 | 13,983 | 442 | 2007 |
| St. Paul, MN | |||||||||
| ATLAS-BROOKLYN PARK | 7,407 | 2,640 | 8,934 | - | 2,640 | 8,934 | 11,574 | 391 | 2007 |
| Brooklyn Park, MN | |||||||||
| ATLAS-NEW ULM | 6,015 | 900 | 9,359 | - | 900 | 9,359 | 10,259 | 410 | 2007 |
| New Ulm, MN | |||||||||
| ATLAS-ZUMBROA | 10,242 | 1,300 | 16,437 | - | 1,300 | 16,437 | 17,737 | 719 | 2006 |
| Zumbrota, MN | |||||||||
| BAYMEADOW - GLEN BURNIE | 13,824 | 1,225 | 23,407 | 24 | 1,225 | 23,431 | 24,656 | 1,708 | 2006 |
| Glen Burnie, MD | |||||||||
| C&S - ABERDEEN | 22,720 | 4,650 | 33,276 | 13 | 4,650 | 33,289 | 37,939 | 2,330 | 2006 |
| Aberdeen, MD | |||||||||
| C&S - BIRMINGHAM | - | 3,400 | 40,373 | - | 3,400 | 40,373 | 43,773 | 706 | 2008 |
| Birmingham, AL | |||||||||
| C&S - NORTH HATFIELD | 20,280 | 4,800 | 30,103 | 14 | 4,800 | 30,117 | 34,917 | 2,108 | 2006 |
| Hatfield, MA | |||||||||
| C&S - SOUTH HATFIELD | 10,000 | 2,500 | 15,251 | 11 | 2,500 | 15,262 | 17,762 | 1,068 | 2006 |
| Hatfield, MA | |||||||||
| C&S - WESTFIELD | 29,500 | 3,850 | 45,906 | 13 | 3,850 | 45,919 | 49,769 | 3,214 | 2006 |
| Westfield, MA | |||||||||
| CLARION | 3,172 | 87 | 4,790 | 63 | 87 | 4,853 | 4,940 | 353 | 2007 |
| Clarion, IA | |||||||||
| COLOMA | 10,017 | 410 | 17,110 | - | 410 | 17,110 | 17,520 | 798 | 2006 |
| Coloma, MI | |||||||||
| DEER PARK SEACO | 2,965 | 240 | 5,271 | - | 240 | 5,271 | 5,511 | 419 | 2007 |
-117-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| Deer Park, TX | |||||||||
| DELP DISTRIBUTION CENTER #2 | 1,623 | 280 | 2,282 | - | 280 | 2,282 | 2,562 | 164 | 2007 |
| Memphis, TN | |||||||||
| DELP DISTRIBUTION CENTER #5 | 1,623 | 390 | 2,050 | - | 390 | 2,050 | 2,440 | 126 | 2007 |
| Memphis, TN | |||||||||
| DELP DISTRIBUTION CENTER #8 | 1,399 | 760 | 1,388 | - | 760 | 1,388 | 2,148 | 89 | 2006 |
| Memphis, TN | |||||||||
| DORAL - WAUKESHA | 1,364 | 240 | 2,013 | - | 240 | 2,013 | 2,253 | 160 | 2006 |
| Waukesha, WI | |||||||||
| HASKELL-ROLLING PLAINS FACILITY | - | 45 | 19,733 | - | 45 | 19,733 | 19,778 | 212 | 2008 |
| Haskell, TX | |||||||||
| HOME DEPOT - LAKE PARK | - | 1,350 | 24,770 | - | 1,350 | 24,770 | 26,120 | - | 2008 |
| Valdosta, GA | |||||||||
| HOME DEPOT - MACALLA | - | 2,800 | 26,067 | - | 2,800 | 26,067 | 28,867 | - | 2008 |
| MaCalla, AL | |||||||||
| INDUSTRIAL DRIVE | 3,709 | 200 | 6,812 | - | 200 | 6,812 | 7,012 | 517 | 2007 |
| Horican, WI | |||||||||
| KINSTON | 8,930 | 460 | 14,837 | - | 460 | 14,837 | 15,297 | 821 | 2006 |
| Kinston, NC | |||||||||
| KIRK ROAD | 7,863 | 2,200 | 11,413 | 42 | 2,200 | 11,455 | 13,655 | 908 | 2007 |
| St. Charles, IL | |||||||||
| LIBERTYVILLE ASSOCIATES | 14,807 | 3,600 | 20,563 | - | 3,600 | 20,563 | 24,163 | 1,379 | 2005 |
| Libertyville, IL | |||||||||
| McKESSON DISTRIBUTION CENTER | 5,760 | 345 | 8,952 | - | 345 | 8,952 | 9,297 | 1,039 | 2007 |
| Conroe, TX | |||||||||
| MOUNT ZION ROAD | 24,632 | 2,570 | 41,667 | - | 2,570 | 41,667 | 44,237 | 2,795 | 2007 |
| Lebanon, IN | |||||||||
| OTTAWA | 1,768 | 200 | 2,905 | - | 200 | 2,905 | 3,105 | 213 | 2007 |
| Ottawa, IL | |||||||||
| SCHNEIDER ELECTRIC | 11,000 | 2,150 | 14,720 | - | 2,150 | 14,720 | 16,870 | 944 | 2007 |
| Loves Park, IL | |||||||||
| SOUTHWIDE INDUSTRIAL CENTER #5 | 392 | 122 | 425 | - | 122 | 425 | 547 | 27 | 2007 |
| Memphis, TN | |||||||||
| SOUTHWIDE INDUSTRIAL CENTER #6 | 1,007 | 248 | 1,361 | - | 248 | 1,361 | 1,609 | 87 | 2007 |
| Memphis, TN | |||||||||
| SOUTHWIDE INDUSTRIAL CENTER #7 | 2,014 | 483 | 2,792 | - | 483 | 2,792 | 3,275 | 179 | 2007 |
| Memphis, TN | |||||||||
| SOUTHWIDE INDUSTRIAL CENTER #8 | 196 | 42 | 286 | - | 42 | 286 | 328 | 18 | 2007 |
| Memphis, TN | |||||||||
| STONE FORT DISTRIB CENTER #1 | 6,770 | 1,910 | 9,264 | (52) | 1,910 | 9,212 | 11,122 | 593 | 2007 |
| Chattanooga, TN | |||||||||
| STONE FORT DISTRIB CENTER #4 | 1,399 | 490 | 1,782 | - | 490 | 1,782 | 2,272 | 114 | 2006 |
| Chattanooga, TN | |||||||||
| THERMO PROCESS SYSTEMS | 8,201 | 1,202 | 11,995 | - | 1,202 | 11,995 | 13,197 | 1,282 | 2007 |
| Sugar Land, TX | |||||||||
| TRI-STATE HOLDINGS I | 4,665 | 4,700 | 3,973 | - | 4,700 | 3,973 | 8,673 | 279 | 2007 |
-118-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| Wood Dale, IL | |||||||||
| TRI-STATE HOLDINGS II | 6,372 | 1,630 | 11,252 | - | 1,630 | 11,252 | 12,882 | 755 | 2007 |
| Houston, TX | |||||||||
| TRI-STATE HOLDINGS III | 4,334 | 650 | 8,083 | - | 650 | 8,083 | 8,733 | 542 | 2007 |
| Mosinee, WI | |||||||||
| UNION VENTURE | 37,349 | 4,600 | 54,292 | - | 4,600 | 54,292 | 58,892 | 2,218 | 2007 |
| West Chester, OH | |||||||||
| UPS E-LOGISTICS (PERSIS) | 9,250 | 950 | 18,453 | - | 950 | 18,453 | 19,403 | 861 | 2006 |
| Elizabethtown, KY | |||||||||
| WESTPORT - MECHANICSBURG | 4,029 | 1,300 | 6,185 | 486 | 1,300 | 6,671 | 7,971 | 469 | 2006 |
| Mechanicsburg, PA | |||||||||
| Hotel | |||||||||
| HOMEWOOD - HOUSTON GALLERIA | 15,500 | 1,655 | 30,587 | - | 1,655 | 30,587 | 32,241 | 1,870 | 2008 |
| Houston, TX | |||||||||
| COMFORT INN - RIVERVIEW | - | 2,220 | 7,421 | 165 | 2,220 | 7,586 | 9,806 | 460 | 2007 |
| Charleston, SC | |||||||||
| COMFORT INN - UNIVERSITY | - | 2,137 | 6,652 | 235 | 2,137 | 6,888 | 9,025 | 435 | 2007 |
| Durham, NC | |||||||||
| COMFORT INN - CROSS CREEK | - | 571 | 8,789 | 45 | 571 | 8,835 | 9,406 | 795 | 2007 |
| Fayetteville, NC | |||||||||
| COMFORT INN - ORLANDO | - | 722 | 5,278 | 96 | 722 | 5,374 | 6,096 | 494 | 2007 |
| Orlando, FL | |||||||||
| COURTYARD BY MARRIOTT QUORUM | 18,860 | 4,000 | 26,141 | 274 | 4,000 | 26,415 | 30,415 | 1,509 | 2007 |
| Addison, TX | |||||||||
| COURTYARD BY MARRIOTT | 12,225 | 4,989 | 18,988 | 685 | 4,989 | 19,673 | 24,662 | 1,475 | 2007 |
| Ann Arbor, MI | |||||||||
| COURTYARD BY MARRIOTT DUNN LORING-FAIRFAX | 30,810 | 12,100 | 40,242 | 164 | 12,100 | 40,407 | 52,507 | 2,768 | 2007 |
| Vienna, VA | |||||||||
| COURTYARD - DOWNTOWN AT UAB | 10,500 | - | 20,810 | - | - | 20,810 | 20,810 | 1,218 | 2008 |
| Birmingham, AL | |||||||||
| COURTYARD - FORT MEADE AT NBP | 14,400 | 1,611 | 22,622 | - | 1,611 | 22,622 | 24,233 | 1,196 | 2008 |
| Annapolis Junction, MD | |||||||||
| COURTYARD BY MARRIOTT - WEST LANDS END | 7,550 | 1,500 | 13,416 | 180 | 1,500 | 13,595 | 15,095 | 876 | 2007 |
| Fort Worth, TX | |||||||||
| COURTYARD - FT WORTH | 15,330 | 774 | 45,820 | - | 774 | 45,820 | 46,594 | 2,442 | 2008 |
| Fort Worth, TX | |||||||||
| COURTYARD BY MARRIOTT | 6,790 | 1,600 | 13,247 | 1,112 | 1,600 | 14,359 | 15,959 | 823 | 2007 |
| Harlingen, TX | |||||||||
| COURTYARD BY MARRIOTT - NORTHWEST | 7,263 | 1,428 | 15,085 | 862 | 1,428 | 15,946 | 17,374 | 1,150 | 2007 |
| Houston, TX | |||||||||
| COURTYARD BY MARRIOTT - WESTCHASE | 16,680 | 4,400 | 22,626 | 337 | 4,400 | 22,963 | 27,363 | 1,369 | 2007 |
| Houston, TX |
-119-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| COURTYARD BY MARRIOTT WEST UNIVERSITY | 10,980 | 2,200 | 16,408 | 119 | 2,200 | 16,527 | 18,727 | 1,030 | 2007 |
| Houston, TX | |||||||||
| COURTYARD BY MARRIOTT - COUNTRY CLUB PLAZA | 10,135 | 3,426 | 16,349 | 497 | 3,426 | 16,846 | 20,272 | 1,678 | 2007 |
| Kansas City, MO | |||||||||
| COURTYARD BY MARRIOTT | 10,320 | 3,200 | 19,009 | 99 | 3,200 | 19,108 | 22,308 | 1,185 | 2007 |
| Lebanon, NJ | |||||||||
| COURTYARD BY MARRIOTT | - | 5,272 | 12,778 | 489 | 5,272 | 13,267 | 18,539 | 1,157 | 2007 |
| Houston, TX | |||||||||
| COURTYARD - NEWARK ELIZABETH | 16,030 | - | 35,177 | - | - | 35,177 | 35,177 | 1,758 | 2008 |
| Elizabeth, NJ | |||||||||
| COURTYARD - RICHMOND | 11,800 | 2,173 | - | 17,250 | 2,173 | 17,250 | 19,423 | 1,019 | 2007 |
| Richmond, VA | |||||||||
| COURTYARD BY MARRIOTT - ROANOKE AIRPORT | 14,651 | 3,311 | 22,242 | 330 | 3,311 | 22,572 | 25,882 | 1,397 | 2007 |
| Roanoke, VA | |||||||||
| COURTYARD BY MARRIOTT SEATTLE - FEDERAL WAY | 22,830 | 7,700 | 27,167 | 225 | 7,700 | 27,392 | 35,092 | 1,548 | 2007 |
| Federal Way, WA | |||||||||
| COURTYARD BY MARRIOTT CHICAGO- ST.CHARLES | - | 1,685 | 9,355 | 722 | 1,685 | 10,077 | 11,762 | 686 | 2007 |
| St. Charles, IL | |||||||||
| COURTYARD BY MARRIOTT - WILLIAM CENTER | 16,030 | 4,000 | 20,942 | 1,614 | 4,000 | 22,556 | 26,556 | 1,250 | 2007 |
| Tucson, AZ | |||||||||
| COURTYARD BY MARRIOTT | - | 2,397 | 18,560 | 256 | 2,397 | 18,817 | 21,214 | 1,323 | 2007 |
| Wilmington, NC | |||||||||
| DOUBLETREE - ATLANTA GALLERIA | 10,085 | 1,082 | 20,397 | - | 1,082 | 20,397 | 21,479 | 1,124 | 2008 |
| Alpharetta, GA | |||||||||
| DOUBLETREE - WASHINGTON DC | 26,398 | 25,857 | 56,964 | - | 25,857 | 56,964 | 82,821 | 2,316 | 2008 |
| Washington, DC | |||||||||
| EMBASSY SUITES - BEACHWOOD | 15,066 | 1,732 | 42,672 | - | 1,732 | 42,672 | 44,404 | 2,031 | 2008 |
| Beachwood, OH | |||||||||
| EMBASSY SUITES - BALTIMORE | 13,943 | 2,429 | 38,927 | - | 2,429 | 38,927 | 41,357 | 2,178 | 2008 |
| Hunt Valley, MD | |||||||||
| FAIRFIELD INN | - | 1,981 | 6,353 | 344 | 1,981 | 6,697 | 8,678 | 612 | 2007 |
| Ann Arbor, MI | |||||||||
| HAMPTON INN SUITES - DENVER | 11,880 | 6,144 | 26,472 | - | 6,144 | 26,472 | 32,616 | 1,398 | 2008 |
| Colorado Springs, CO | |||||||||
| HAMPTON INN ATLANTA - PERIMETER CENTER | 8,450 | 2,768 | 14,072 | 1,074 | 2,768 | 15,145 | 17,914 | 933 | 2007 |
| Atlanta, GA | |||||||||
| HAMPTON INN BALTIMORE-INNER HARBOR | 13,700 | 1,700 | 21,067 | 37 | 1,700 | 21,104 | 22,804 | 1,299 | 2007 |
| Baltimore, MD |
-120-
| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| HAMPTON INN RALEIGH-CARY | 7,024 | 2,268 | 10,503 | 760 | 2,268 | 11,263 | 13,531 | 683 | 2007 |
| Cary, NC | |||||||||
| HAMPTON INN UNIVERSITY PLACE | 8,164 | 3,509 | 11,335 | 1,340 | 3,509 | 12,675 | 16,184 | 786 | 2007 |
| Charlotte, NC | |||||||||
| HAMPTON INN SUITES DULUTH-GWINNETT | 9,585 | 488 | 12,991 | 1,575 | 488 | 14,566 | 15,053 | 848 | 2007 |
| Duluth, GA | |||||||||
| HAMPTON INN | - | 1,228 | 7,049 | 337 | 1,228 | 7,386 | 8,613 | 462 | 2007 |
| Durham, NC | |||||||||
| HAMPTON INN WHITE PLAINS-TARRYTOWN | 15,643 | 3,200 | 26,160 | 839 | 3,200 | 26,999 | 30,199 | 1,599 | 2007 |
| Elmsford, NY | |||||||||
| HAMPTON INN | - | 2,753 | 3,782 | 329 | 2,753 | 4,112 | 6,864 | 294 | 2007 |
| Jacksonville, NC | |||||||||
| HAMPTON INN CRABTREE VALLEY | - | 1,168 | 6,415 | 637 | 1,168 | 7,052 | 8,220 | 504 | 2007 |
| Raleigh, NC | |||||||||
| HGI - BOSTON BURLINGTON | 15,529 | 4,095 | 25,556 | - | 4,095 | 25,556 | 29,651 | 1,346 | 2008 |
| Burlington, MA | |||||||||
| HGI - COLORADO SPRINGS | 8,728 | 1,400 | 17,522 | - | 1,400 | 17,522 | 18,922 | 715 | 2008 |
| Colorado Springs, CO | |||||||||
| HGI - SAN ANTONIO AIRPORT | 10,420 | 1,498 | 19,484 | - | 1,498 | 19,484 | 20,981 | 1,053 | 2008 |
| San Antonio, TX | |||||||||
| HGI - WASHINGTON DC | 61,000 | 18,800 | 64,359 | - | 18,800 | 64,359 | 83,159 | 3,350 | 2008 |
| Washington, DC | |||||||||
| HILTON GARDEN INN - CHALSEA | 30,250 | 16,095 | 39,804 | 88 | 16,095 | 39,893 | 55,988 | 2,379 | 2007 |
| New York, NY | |||||||||
| HILTON GARDEN INN TAMPA YBOR | 9,460 | 2,400 | 16,159 | 601 | 2,400 | 16,760 | 19,160 | 979 | 2007 |
| Tampa, FL | |||||||||
| HILTON GARDEN INN - AKRON | 7,492 | 900 | 11,556 | (600) | 900 | 10,956 | 11,856 | 632 | 2007 |
| Akron, OH | |||||||||
| HILTON GARDEN INN ALBANY AIRPORT | 12,050 | 1,645 | 20,263 | 1,063 | 1,645 | 21,326 | 22,971 | 1,333 | 2007 |
| Albany, NY | |||||||||
| HILTON GARDEN INN ATLANTA WINWARD | 10,503 | 1,030 | 18,206 | 890 | 1,030 | 19,095 | 20,126 | 1,178 | 2007 |
| Alpharetta, GA | |||||||||
| HILTON GARDEN INN | 19,928 | 2,920 | 27,995 | 1,056 | 2,920 | 29,050 | 31,970 | 1,790 | 2007 |
| Evanston, IL | |||||||||
| HILTON GARDEN INN RALEIGH -DURHAM | - | 2,754 | 26,050 | 1,117 | 2,754 | 27,167 | 29,921 | 1,681 | 2007 |
| Raleigh, NC | |||||||||
| HILTON GARDEN INN | 21,680 | 8,900 | 25,156 | 1,032 | 8,900 | 26,187 | 35,087 | 1,507 | 2007 |
| Westbury, NY | |||||||||
| HILTON GARDEN INN | 9,530 | 6,354 | 10,328 | 102 | 6,354 | 10,430 | 16,784 | 1,046 | 2007 |
| Wilmington, NC | |||||||||
| HILTON GARDEN INN HARTFORD NORTH | 10,384 | 5,606 | 13,892 | 837 | 5,606 | 14,729 | 20,335 | 951 | 2007 |
| Windsor, CT | |||||||||
| HILTON GARDEN INN PHOENIX | 22,551 | 5,114 | 57,105 | - | 5,114 | 57,105 | 62,219 | 2,510 | 2008 |
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| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| Phoenix, AZ | |||||||||
| HILTON - UNIVERSITY OF FLORIDA | 27,775 | - | 50,407 | 4,118 | - | 54,525 | 54,525 | 3,380 | 2007 |
| Gainesville, FL | |||||||||
| HOLIDAY INN EXPRESS - CLEARWATER GATEWAY | - | 2,283 | 6,202 | 1,862 | 2,283 | 8,064 | 10,346 | 712 | 2007 |
| Clearwater, FL | |||||||||
| HOLIDAY INN HARMON MEADOW SECAUCUS | - | - | 23,291 | 2,114 | - | 25,406 | 25,406 | 1,600 | 2007 |
| Secaucus, NJ | |||||||||
| HOMEWOOD SUITES | 10,160 | 2,400 | 18,071 | 2,520 | 2,400 | 20,591 | 22,991 | 1,254 | 2007 |
| Albuquerque, NM | |||||||||
| HOMEWOOD SUITES | 12,930 | 4,300 | 15,629 | 2,352 | 4,300 | 17,981 | 22,281 | 1,042 | 2007 |
| Baton Rouge, LA | |||||||||
| HOMEWOOD SUITES | 12,747 | 1,478 | 19,404 | 3,139 | 1,478 | 22,543 | 24,021 | 1,350 | 2007 |
| Cary, NC | |||||||||
| HOMEWOOD SUITES HOUSTON - CLEARLAKE | 7,222 | 1,235 | 12,655 | 995 | 1,235 | 13,651 | 14,886 | 773 | 2007 |
| Houston, TX | |||||||||
| HOMEWOOD SUITES | 7,950 | 2,403 | 10,441 | 1,484 | 2,403 | 11,925 | 14,328 | 791 | 2007 |
| Durham, NC | |||||||||
| HOMEWOOD SUITES | 9,900 | 721 | 9,592 | 2,362 | 721 | 11,954 | 12,675 | 793 | 2007 |
| Lake Mary, FL | |||||||||
| HOMEWOOD SUITES METRO CENTER | 6,330 | 2,684 | 9,740 | 2,489 | 2,684 | 12,229 | 14,913 | 718 | 2007 |
| Phoenix, AZ | |||||||||
| HOMEWOOD SUITES | 11,800 | 3,203 | 21,300 | 155 | 3,203 | 21,455 | 24,658 | 1,784 | 2007 |
| Princeton, NJ | |||||||||
| HOMEWOOD SUITES CRABTREE VALLEY | 12,869 | 2,194 | 21,292 | 2,034 | 2,194 | 23,326 | 25,520 | 1,519 | 2007 |
| Raleigh, NC | |||||||||
| HOMEWOOD SUITES CLEVELAND SOLON | 5,490 | 1,900 | 10,757 | 1,409 | 1,900 | 12,166 | 14,066 | 693 | 2007 |
| Solon, OH | |||||||||
| HOMEWOOD SUITES COLORADO SPRINGS NORTH | 7,830 | 2,900 | 14,011 | 2,430 | 2,900 | 16,441 | 19,341 | 1,091 | 2007 |
| Colorado Springs, CO | |||||||||
| HYATT REGENCY - OC | - | 18,688 | 93,384 | - | 18,688 | 93,384 | 112,072 | 850 | 2008 |
| Orange County, CA | |||||||||
| HYATT - BOSTON/MEDFORD | 13,404 | 2,766 | 29,141 | - | 2,766 | 29,141 | 31,907 | 1,747 | 2008 |
| Medford, MA | |||||||||
| MARRIOTT - ATL CENTURY CENTER | 16,705 | - | 36,571 | - | - | 36,571 | 36,571 | 2,435 | 2008 |
| Atlanta, GA | |||||||||
| MARRIOTT - CHICAGO - MED DIST UIC | 13,000 | 8,831 | 17,911 | - | 8,831 | 17,911 | 26,742 | 785 | 2008 |
| Chicago, IL | |||||||||
| Marriott - WOODLANDS WATERWAY | - | 5,500 | 98,886 | 17,533 | 5,500 | 116,419 | 121,919 | 5,763 | 2007 |
| Woodlands, TX | |||||||||
| QUALITY SUITES | 10,350 | 1,331 | 13,709 | 1,121 | 1,331 | 14,829 | 16,161 | 957 | 2007 |
| Charleston, SC | |||||||||
| RESIDENCE INN - BALTIMORE | 40,040 | - | 55,410 | - | - | 55,410 | 55,410 | 2,805 | 2008 |
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| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| Baltimore, MD | |||||||||
| RESIDENCE INN | 6,900 | 1,700 | 12,629 | 583 | 1,700 | 13,213 | 14,913 | 788 | 2007 |
| Brownsville, TX | |||||||||
| RESIDENCE INN - CAMBRIDGE | 44,000 | 10,346 | 72,735 | - | 10,346 | 72,735 | 83,080 | 3,499 | 2008 |
| Cambridge, MA | |||||||||
| RESIDENCE INN SOUTH BRUNSWICK-CRANBURY | 10,000 | 5,100 | 15,368 | 1,336 | 5,100 | 16,704 | 21,804 | 956 | 2007 |
| Cranbury, NJ | |||||||||
| RESIDENCE INN CYPRESS - LOS ALAMITS | 20,650 | 9,200 | 25,079 | 1,962 | 9,200 | 27,041 | 36,241 | 1,552 | 2007 |
| Cypress, CA | |||||||||
| RESIDENCE INN DFW AIRPORT NORTH | 9,560 | 2,800 | 14,782 | 270 | 2,800 | 15,052 | 17,852 | 883 | 2007 |
| Dallas-Fort Worth, TX | |||||||||
| RESIDENCE INN PARK CENTRAL | 8,970 | 2,600 | 17,322 | 1,575 | 2,600 | 18,897 | 21,497 | 1,087 | 2007 |
| Dallas , TX | |||||||||
| RESIDENCE INN SOMERSET-FRANKLIN | 9,890 | 3,100 | 14,322 | 1,297 | 3,100 | 15,619 | 18,719 | 890 | 2007 |
| Franklin , NJ | |||||||||
| RESIDENCE INN | 10,810 | 5,300 | 14,632 | 1,497 | 5,300 | 16,130 | 21,430 | 889 | 2007 |
| Hauppauge, NY | |||||||||
| RESIDENCE INN WESTCHASE | 12,550 | 4,300 | 16,969 | 221 | 4,300 | 17,190 | 21,490 | 1,026 | 2007 |
| Westchase, TX | |||||||||
| RESIDENCE INN WEST UNIVERSITY | 13,100 | 3,800 | 18,834 | 268 | 3,800 | 19,102 | 22,902 | 1,191 | 2007 |
| Houston, TX | |||||||||
| RESIDENCE INN NASHVILLE AIRPORT | 12,120 | 3,500 | 14,147 | 383 | 3,500 | 14,530 | 18,030 | 862 | 2007 |
| Nashville, TN | |||||||||
| RESIDENCE INN | 7,500 | 1,688 | 10,812 | 2,065 | 1,688 | 12,877 | 14,565 | 1,243 | 2007 |
| Phoenix, AZ | |||||||||
| RESIDENCE INN - POUGHKEEPSIE | 13,350 | 1,003 | 24,590 | - | 1,003 | 24,590 | 25,593 | 1,349 | 2008 |
| Poughkeepsie, NY | |||||||||
| RESIDENCE INN ROANOKE AIRPORT | 5,648 | 500 | 9,499 | 83 | 500 | 9,582 | 10,082 | 691 | 2007 |
| Roanoke, VA | |||||||||
| RESIDENCE INN WILLIAMS CENTRE | 12,770 | 3,700 | 17,601 | 357 | 3,700 | 17,959 | 21,659 | 1,122 | 2007 |
| Tucson, AZ | |||||||||
| RESIDENCE INN - NEWARK ELIZABETH | 18,710 | - | 41,096 | - | - | 41,096 | 41,096 | 2,066 | 2008 |
| Elizabeth, NJ | |||||||||
| SPRINGHILL SUITES | 9,130 | 3,200 | 14,833 | 115 | 3,200 | 14,948 | 18,148 | 882 | 2007 |
| Danbury, CT | |||||||||
| TOWNEPLACE SUITES NORTHWEST | 7,082 | 5,332 | 8,301 | 964 | 5,332 | 9,265 | 14,597 | 798 | 2007 |
| Austin, TX | |||||||||
| TOWNEPLACE SUITES BIRMINGHAM-HOMEWOOD | - | 2,220 | 7,307 | 1,029 | 2,220 | 8,336 | 10,556 | 755 | 2007 |
| Birmingham, AL | |||||||||
| TOWNEPLACE SUITES NORTHWEST | 4,900 | 2,065 | 5,223 | 761 | 2,065 | 5,984 | 8,049 | 560 | 2007 |
| College Station, TX | |||||||||
| TOWNEPLACE SUITES NORTHWEST - CLEARLAKES | 5,815 | 2,267 | 9,037 | 892 | 2,267 | 9,929 | 12,196 | 767 | 2007 |
| Houston, TX |
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| Encumbrance | Initial Cost (A) — Land | Buildings and Improvements | Adjustments to Basis (C) | Gross amount at which carried at end of period — Land and Improvements | Buildings and Improvements (D) | Total (D,E) | Accumulated Depreciation (D,F) | Date of Completion of Construction or Acquisition | |
|---|---|---|---|---|---|---|---|---|---|
| TOWNEPLACE SUITES NORTHWEST | - | 1,607 | 11,644 | 946 | 1,607 | 12,590 | 14,198 | 929 | 2007 |
| Houston, TX | |||||||||
| RALEIGH HILLSBOROUGH | - | 2,605 | - | - | 2,605 | - | 2,605 | - | 2007 |
| Raleigh, NC | |||||||||
| TOTAL: | 4,182,787 | 1,481,920 | 6,555,615 | 179,407 | 1,481,920 | 6,735,022 | 8,216,942 | 406,235 |
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INLAND AMERICAN REAL ESTATE TRUST, INC. (A Maryland Corporation) Schedule III (continued) Real Estate and Accumulated Depreciation December 31, 2008
Notes:
(A)
The initial cost to the Company represents the original purchase price of the property, including amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired.
(B)
The aggregate cost of real estate owned at December 31, 2008 for Federal income tax purposes was approximately $8,370,000,000 (unaudited).
(C)
Cost capitalized subsequent to acquisition includes payments under master lease agreements as well as additional tangible costs associated with investment properties, including any earnout of tenant space.
(D)
Reconciliation of real estate owned:
| Balance at January 1, | $ 6,167,090 | 2007 — 2,245,907 | 2006 — 710,506 |
|---|---|---|---|
| Acquisitions and capital improvements | 2,184,330 | 4,089,650 | 1,698,654 |
| Intangible assets | (93,870) | (190,681) | (182,171) |
| Intangible liabilities | 5,968 | 22,214 | 18,918 |
| Sales | (46,576) | - | - |
| Balance at December 31, | $ 8,216,942 | 6,167,090 | 2,245,907 |
(E)
Reconciliation of accumulated depreciation:
| Balance at January 1, | $ | 38,983 | 2,751 |
|---|---|---|---|
| Depreciation expense | 246,189 | 121,063 | 36,232 |
| Balance at December 31, | $ 406,235 | 160,046 | 38,983 |
(F)
Depreciation is computed based upon the following estimated lives:
| Buildings and improvements | 5-30 years |
|---|---|
| Tenant improvements | Life of the lease |
| Furniture, fixtures & equipment | 5-10 years |
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EDGAR Validation Code: B72537CF