-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QPqGx0vxNM2KU0TMvWAAYAYkB5L+UaAdkjyHX5xNHgu1Xo22MxtYjQ75zQ7wl+F4 2bjgXxhyx4QLIfvVZag+CQ== 0000950137-03-001552.txt : 20030319 0000950137-03-001552.hdr.sgml : 20030319 20030319164738 ACCESSION NUMBER: 0000950137-03-001552 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST INDUSTRIAL LP CENTRAL INDEX KEY: 0001033128 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363924586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-21873 FILM NUMBER: 03609445 BUSINESS ADDRESS: STREET 1: 311 S WACKER DR STREET 2: STE 4000 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123444300 MAIL ADDRESS: STREET 1: 150 N WACKER DR STREET 2: STE 150 CITY: CHICAGO STATE: IL ZIP: 60606 10-K 1 c75513e10vk.txt FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_________ to_______. Commission File Number 333-21873 FIRST INDUSTRIAL, L.P. (Exact name of Registrant as specified in its Charter) DELAWARE 36-3924586 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 311 S. WACKER DRIVE, SUITE 4000, CHICAGO, ILLINOIS 60606 (Address of principal executive offices) (Zip Code) (312) 344-4300 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( ). Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes (X) No ( ). FIRST INDUSTRIAL, L.P. TABLE OF CONTENTS
PAGE ---- PART I. Item 1. Business..................................................................................... 3 Item 2. The Properties............................................................................... 7 Item 3. Legal Proceedings............................................................................ 28 Item 4. Submission of Matters to a Vote of Security Holders.......................................... 28 PART II. Item 5. Market for Registrant's Common Equity and Related Stockholder Matters........................ 29 Item 6. Selected Financial Data...................................................................... 30 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations........ 33 Item 7a. Quantitative and Qualitative Disclosures About Market Risk................................... 46 Item 8. Financial Statements and Supplementary Data.................................................. 46 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures........ 46 PART III. Item 10. Directors and Executive Officers of the Registrant........................................... 47 Item 11. Executive Compensation....................................................................... 47 Item 12. Security Ownership of Certain Beneficial Owners and Management............................... 47 Item 13. Certain Relationships and Related Transactions............................................... 47 Item 14. Controls and Procedures...................................................................... 47 PART IV. Item 15. Exhibits, Financial Statements, Financial Statement Schedule and Reports on Form 8-K......... 48 SIGNATURES ............................................................................................. 51
1 This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. First Industrial, L.P. (the "Operating Partnership") intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of complying with those safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Operating Partnership, are generally identifiable by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project," or similar expressions. The Operating Partnership's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on the operations and future prospects of the Operating Partnership on a consolidated basis include, but are not limited to, changes in: economic conditions generally and the real estate market specifically, legislative/ regulatory changes (including changes to laws governing the taxation of real estate investment trusts), availability of capital, interest rates, competition, supply and demand for industrial properties in the Operating Partnership's current and proposed market areas, potential environmental liabilities, slippage in development or lease-up schedules, tenant credit risks, higher-than-expected costs and general accounting principles, policies and guidelines applicable to real estate investment trusts. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning the Operating Partnership and its business, including additional factors that could materially affect the Operating Partnership's financial results, is included herein and in the Operating Partnership's other filings with the Securities and Exchange Commission. 2 PART I ITEM 1. BUSINESS THE COMPANY GENERAL First Industrial, L.P. (the "Operating Partnership") was organized as a limited partnership in the state of Delaware on November 23, 1993. The sole general partner is First Industrial Realty Trust, Inc. (the "Company") with an approximate 85.0% ownership interest at December 31, 2002. The Company also owns a preferred general partnership interest in the Operating Partnership ("Preferred Units") with an aggregate liquidation priority of $250.0 million. The Company is a real estate investment trust ("REIT") as defined in the Internal Revenue Code. The Company's operations are conducted primarily through the Operating Partnership. The limited partners of the Operating Partnership own, in the aggregate, approximately a 15.0% interest in the Operating Partnership at December 31, 2002. The Operating Partnership is the sole member of several limited liability companies (the "L.L.C.s") and the sole stockholder of First Industrial Development Services, Inc., and holds at least a 99% limited partnership interest in First Industrial Financing Partnership, L.P. (the "Financing Partnership"), First Industrial Securities, L.P. (the "Securities Partnership"), First Industrial Mortgage Partnership, L.P (the "Mortgage Partnership"), First Industrial Pennsylvania, L.P. (the "Pennsylvania Partnership"), First Industrial Harrisburg, L.P. (the "Harrisburg Partnership"), First Industrial Indianapolis, L.P. (the "Indianapolis Partnership"), TK-SV, LTD., and FI Development Services L.P. (together, the "Other Real Estate Partnerships"). The Operating Partnership, through separate wholly-owned limited liability companies in which it is the sole member, also owns minority equity interests in, and provides asset and property management services to, three joint ventures which invest in industrial properties. The general partners of the Other Real Estate Partnerships are separate corporations, each with at least a .01% general partnership interest in the Other Real Estate Partnerships for which it acts as a general partner. Each general partner of the Other Real Estate Partnerships is a wholly-owned subsidiary of the Company. As of December 31, 2002, the Operating Partnership, the L.L.C.s and First Industrial Development Services, Inc. (hereinafter defined as the "Consolidated Operating Partnership") owned 798 in-service industrial properties, containing an aggregate of approximately 49.9 million square feet of gross leasable area ("GLA"). On a combined basis, as of December 31, 2002, the Other Real Estate Partnerships owned 110 in-service industrial properties, containing an aggregate of approximately 10.1 million square feet of GLA. Of the 110 industrial properties owned by the Other Real Estate Partnerships at December 31, 2002, 16 are held by the Mortgage Partnership, 45 are held by the Pennsylvania Partnership, 16 are held by the Securities Partnership, 19 are held by the Financing Partnership, eight are held by the Harrisburg Partnership, five are held by the Indianapolis Partnership and one is held by TK-SV, LTD. The Consolidated Operating Partnership utilizes an operating approach which combines the effectiveness of decentralized, locally based property management, acquisition, sales and development functions with the cost efficiencies of centralized acquisition, sales and development support, capital markets expertise, asset management and fiscal control systems. At March 7, 2003, the Consolidated Operating Partnership had 322 employees. The Consolidated Operating Partnership has grown and will seek to continue to grow through the development and the acquisition of additional industrial properties and through its corporate services program. The Company maintains a website at www.firstindustrial.com. Copies of the Company's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports are available without charge on the Company's website as soon as reasonably practicable after such reports are filed or furnished with the SEC. In addition, the Company has prepared supplemental financial and operating information which is available without charge on the Company's website or upon request to the Company. Please direct requests as follows: First Industrial Realty Trust, Inc. 311 S. Wacker, Suite 4000 Chicago, IL 60606 Attention: Investor Relations 3 BUSINESS OBJECTIVES AND GROWTH PLANS The Consolidated Operating Partnership's fundamental business objective is to maximize the total return to its partners through increases in per unit distributions and increases in the value of the Consolidated Operating Partnership's properties and operations. The Consolidated Operating Partnership's growth plans include the following elements: - - Internal Growth. The Consolidated Operating Partnership seeks to grow internally by (i) increasing revenues by renewing or re-leasing spaces subject to expiring leases at higher rental levels; (ii) increasing occupancy levels at properties where vacancies exist and maintaining occupancy elsewhere; (iii) controlling and minimizing property operating and general and administrative expenses; (iv) renovating existing properties; and (v) increasing ancillary revenues from non-real estate sources. - - External Growth. The Consolidated Operating Partnership seeks to grow externally through (i) the development of industrial properties; (ii) the acquisition of portfolios of industrial properties, industrial property businesses or individual properties which meet the Consolidated Operating Partnership's investment parameters and geographic target markets; and (iii) the expansion of its properties. - - Corporate Services. Through its corporate services program, the Consolidated Operating Partnership builds for, purchases from, and leases and sells industrial properties to companies that need to improve their industrial facility networks and supply chain. The Consolidated Operating Partnership seeks to grow this business by targeting both large and middle market public and private companies. BUSINESS STRATEGIES The Consolidated Operating Partnership utilizes the following six strategies in connection with the operation of its business: - - Organization Strategy. The Consolidated Operating Partnership implements its decentralized property operations strategy through the use of experienced regional management teams and local property managers. Each operating region is headed by a managing director, who is a senior executive officer of, and has an equity interest in, the Company. The Consolidated Operating Partnership provides acquisition, development and financing assistance, asset management oversight and financial reporting functions from its headquarters in Chicago, Illinois to support its regional operations. The Consolidated Operating Partnership believes the size of its portfolio enables it to realize operating efficiencies by spreading overhead among many properties and by negotiating quantity purchasing discounts. - - Market Strategy. The Consolidated Operating Partnership's market strategy is to concentrate on the top industrial real estate markets in the United States. These top industrial real estate markets are based upon one or more of the following characteristics: (i) the strength of the market's industrial real estate fundamentals, including increased industrial demand expectations from supply chain management; (ii) the history and future outlook for continued economic growth and diversity; and (iii) a minimum market size of 100 million square feet of industrial space. - - Disposition Strategy. The Consolidated Operating Partnership continues to evaluate local market conditions and property-related factors in all of its markets and will consider disposition of select assets. - - Acquisition/Development Strategy. The Consolidated Operating Partnership's acquisition/development strategy is to concentrate on the top industrial real estate markets in the United States. Of the 908 properties in the Consolidated Operating Partnership's and Other Real 4 Estate Partnerships' combined portfolios at December 31, 2002, 168 properties have been developed by either the Consolidated Operating Partnership, the Other Real Estate Partnerships, or its former management. The Consolidated Operating Partnership will continue to leverage the development capabilities of its management, many of whom are leading developers in their respective markets. - - Financing Strategy. The Consolidated Operating Partnership plans on utilizing net sales proceeds from property sales as well as borrowings under its $300 million unsecured line of credit to finance future acquisitions and developments. As of March 7, 2003, the Consolidated Operating Partnership had approximately $91.7 million available in additional borrowings under its $300 million unsecured line of credit. - - Leasing and Marketing Strategy. The Consolidated Operating Partnership has an operational management strategy designed to enhance tenant satisfaction and portfolio performance. The Consolidated Operating Partnership pursues an active leasing strategy, which includes aggressively marketing available space, seeking to renew existing leases at higher rents per square foot and seeking leases which provide for the pass-through of property-related expenses to the tenant. The Consolidated Operating Partnership also has local and national marketing programs which focus on the business and real estate brokerage communities and national tenants. RECENT DEVELOPMENTS In 2002, the Consolidated Operating Partnership acquired or completed development of 84 properties and acquired several parcels of land for a total estimated investment of approximately $298.4 million. The Consolidated Operating Partnership also sold 92 in-service properties, four properties that were out of service and several parcels of land for a gross sales price of approximately $386.1 million. On April 1, 2002, the Consolidated Operating Partnership, through the Operating Partnership, assumed a mortgage loan in the principal amount of approximately $5.8 million which bears interest at a fixed rate of 8.26%, provides for monthly principal and interest payments based on a 22-year amortization schedule and matures on December 1, 2019. On April 1, 2002, the Consolidated Operating Partnership, through the Operating Partnership, assumed a mortgage loan in the principal amount of approximately $6.0 million which bears interest at a fixed rate of 8.26%, provides for monthly principal and interest payments based on a 22-year amortization schedule and matures on December 1, 2019. On June 14, 2002, the Consolidated Operating Partnership, through the Operating Partnership, paid off and retired its $.7 million mortgage loan which bore interest at 8.00%, provided for interest-only payments prior to maturity and was to mature 180 days after the completion of a contingent event relating to the environmental status of the property collateralizing the loan. On July 2, 2002, the Consolidated Operating Partnership, through the Operating Partnership, paid off and retired its $1.0 million mortgage loan which bore interest at 8.875%, provided for monthly principal and interest payments based on a 20-year amortization schedule and was to mature November 1, 2006. On October 1, 2002, the Consolidated Operating Partnership, through the Operating Partnership, paid off and retired its $36.8 million mortgage loan which bore interest at 7.50%, provided for monthly principal and interest payments based on a 25-year amortization schedule and was to mature on April 1, 2003. On December 4, 2002, the Consolidated Operating Partnership, through the Operating Partnership, paid off and retired its $3.6 million mortgage loan which bore interest at 8.875%, provided for monthly principal and interest payments based on a 20-year amortization schedule and was to mature on June 1, 2003. On April 15, 2002, the Consolidated Operating Partnership, through the Operating Partnership, issued $200.0 million of senior unsecured debt which matures on April 15, 2012 and bears a coupon interest rate of 6.875%. 5 On April 15, 2002, the Consolidated Operating Partnership, through the Operating Partnership, issued $50.0 million of senior unsecured debt which matures on April 15, 2032 and bears a coupon interest rate of 7.75%. The Consolidated Operating Partnership received redemption notices from holders representing approximately $84.9 million of the Company's $100.0 million senior unsecured debt which was to mature on May 15, 2027 and bore a coupon interest rate of 7.15% (the "2027 Notes"). On May 15, 2002, the Consolidated Operating Partnership paid off and retired $84.9 million of the 2027 Notes. On September 27, 2002, the Consolidated Operating Partnership, through the Operating Partnership, amended and restated its $300.0 million unsecured line of credit. The Consolidated Operating Partnership's unsecured line of credit matures on September 30, 2005 and bears interest at a floating rate of LIBOR plus .70%, or the Prime Rate, at the Consolidated Operating Partnership's election. During the year ended December 31, 2002, the Company repurchased 1,091,500 shares of its common stock at a weighted average price of approximately $27.02 per share. The Operating Partnership repurchased general partnership units from the Company in the same amount. During the period January 1, 2003 through March 7, 2003, the Consolidated Operating Partnership acquired or completed development of two industrial properties for a total estimated investment of approximately $26.7 million. The Consolidated Operating Partnership also sold five industrial properties and one land parcel for approximately $11.8 million of gross proceeds during this period. From January 1, 2003 to March 7, 2003, the Company repurchased 37,300 shares of its common stock at a weighted average price of approximately $26.73 per share. The Operating Partnership repurchased general partnership units from the Company in the same amount. On March 5, 2003, the Operating Partnership declared a first quarter 2003 distribution of $.685 per unit which is payable on April 21, 2003. The Operating Partnership also declared first quarter 2003 preferred unit distributions of $53.906 per unit on its 8 5/8% Series C Cumulative Preferred Units, $49.687 per unit on its 7.95% Series D Cumulative Preferred Units and $49.375 per unit on its 7.90% Series E Cumulative Preferred Units, respectively, totaling, in the aggregate, approximately $5.0 million, which is payable on March 31, 2003. FUTURE PROPERTY ACQUISITIONS, DEVELOPMENTS AND PROPERTY SALES The Consolidated Operating Partnership has an active acquisition and development program through which it is continually engaged in identifying, negotiating and consummating portfolio and individual industrial property acquisitions and developments. As a result, the Consolidated Operating Partnership is currently engaged in negotiations relating to the possible acquisition and development of certain industrial properties located in the United States. The Consolidated Operating Partnership also sells properties based on market conditions and property related factors. As a result, the Consolidated Operating Partnership is currently engaged in negotiations relating to the possible sales of certain industrial properties in the Consolidated Operating Partnership's current portfolio. When evaluating potential industrial property acquisitions and developments, as well as potential industrial property sales, the Consolidated Operating Partnership will consider such factors as: (i) the geographic area and type of property; (ii) the location, construction quality, condition and design of the property; (iii) the potential for capital appreciation of the property; (iv) the ability of the Consolidated Operating Partnership to improve the property's performance through renovation; (v) the terms of tenant leases, including the potential for rent increases; (vi) the potential for economic growth and the tax and regulatory environment of the area in which the property is located; (vii) the potential for expansion of the physical layout of the property and/or the number of sites; (viii) the occupancy and demand by tenants for properties of a similar type in the vicinity; and (ix) competition from existing properties and the potential for the construction of new properties in the area. 6 INDUSTRY Industrial properties are typically used for the design, assembly, packaging, storage and distribution of goods and/or the provision of services. As a result, the demand for industrial space in the United States is related to the level of economic output. Historically, occupancy rates for industrial property in the United States have been higher than those for other types of commercial property. The Consolidated Operating Partnership believes that the higher occupancy rate in the industrial property sector is a result of the construction-on-demand nature of, and the comparatively short development time required for, industrial property. For the five years ended December 31, 2002, the occupancy rates for industrial properties in the United States have ranged from 88.8%* to 93.4%*, with an occupancy rate of 88.8%* at December 31, 2002. ITEM 2. THE PROPERTIES GENERAL At December 31, 2002, the Consolidated Operating Partnership and the Other Real Estate Partnerships owned 908 in-service properties (798 of which were owned by the Consolidated Operating Partnership and 110 of which were owned by the Other Real Estate Partnerships) containing an aggregate of approximately 60.0 million square feet of GLA (49.9 million square feet of which comprised the properties owned by the Consolidated Operating Partnership and 10.1 million square feet of which comprised the properties owned by the Other Real Estate Partnerships) in 24 states, with a diverse base of more than 2,500 tenants engaged in a wide variety of businesses, including manufacturing, retail, wholesale trade, distribution and professional services. The properties are generally located in business parks that have convenient access to interstate highways and/or rail and air transportation. The weighted average age of the Consolidated Operating Partnership's and the Other Real Estate Partnerships' properties on a combined basis as of December 31, 2002 was approximately 17 years. The Consolidated Operating Partnership and Other Real Estate Partnerships maintain insurance on their respective properties that the Consolidated Operating Partnership and Other Real Estate Partnerships believe is adequate. The Consolidated Operating Partnership and the Other Real Estate Partnerships classify their properties into five industrial categories: light industrial, bulk warehouse, R&D/flex, regional warehouse and manufacturing. While some properties may have characteristics which fall under more than one property type, the Consolidated Operating Partnership and the Other Real Estate Partnerships have used what they believe is the most dominant characteristic to categorize the property. The following describes the different industrial categories: - Light industrial properties generally are of less than 100,000 square feet, have a ceiling height of 16 to 21 feet, are comprised of 5% - 50% of office space, contain less than 50% of manufacturing space and have a land use ratio of 4:1. The land use ratio is the ratio of the total property area to that which is occupied by the building. - Bulk warehouse buildings generally are of more than 100,000 square feet, have a ceiling height of at least 22 feet, are comprised of 5% - 15% of office space, contain less than 25% of manufacturing space and have a land use ratio of 2:1. - R&D/flex buildings generally are of less than 100,000 square feet, have a ceiling height of less than 16 feet, are comprised of 50% or more of office space, contain less than 25% of manufacturing space and have a land use ratio of 4:1. - Regional warehouses generally are of less than 100,000 square feet, have a ceiling height of at least 22 feet, are comprised of 5% - 15% of office space, contain less than 25% of manufacturing space and have a land use ratio of 2:1. - Manufacturing properties are a diverse category of buildings that generally have a ceiling height of 10 - 18 feet, are comprised of 5% - 15% of office space, contain at least 50% of manufacturing space and have a land use ratio of 4:1. * SOURCE: TORTO WHEATON RESEARCH 7 The following tables summarize certain information as of December 31, 2002 with respect to the properties owned by the Consolidated Operating Partnership, each of which is wholly-owned. Information in the tables excludes properties under development at December 31, 2002. CONSOLIDATED OPERATING PARTNERSHIP PROPERTY SUMMARY
Light Industrial R&D Flex Bulk Warehouse ------------------------ ---------------------- ------------------------- Number of Number of Number of Metropolitan Area GLA Properties GLA Properties GLA Properties - ------------------ ---------- ---------- --------- ---------- ---------- ---------- Atlanta, GA 538,259 10 140,538 3 2,425,734 7 Baltimore, MD 700,193 12 -- -- 292,659 2 Central Pennsylvania -- -- -- -- -- -- Chicago, IL 1,579,631 28 197,354 3 2,177,556 10 Cincinnati, OH 334,220 2 -- -- 1,348,880 6 Columbus, OH 217,612 2 -- -- 947,934 3 Dallas, TX 1,866,246 50 492,540 20 1,442,188 9 Dayton, OH 322,746 6 20,000 1 -- -- Denver, CO 1,837,873 38 1,607,297 41 538,906 4 Detroit, MI 2,166,682 86 402,720 14 498,608 5 Grand Rapids, MI 61,250 1 -- -- -- -- Houston, TX 536,211 7 200,112 3 1,939,227 12 Indianapolis, IN 767,980 17 48,200 4 1,318,701 7 Los Angeles, CA 242,336 17 68,672 3 976,597 4 Louisville, KY -- -- -- -- 443,500 2 Milwaukee, WI 146,061 3 -- -- 100,000 1 Minneapolis/St. Paul, MN 917,831 17 661,405 10 1,472,695 7 Nashville, TN 301,865 6 -- -- 1,645,798 9 N. New Jersey 1,510,436 29 564,008 13 1,122,360 6 Phoenix, AZ 38,560 1 -- -- -- -- Portland, OR 635,825 24 -- -- -- -- Salt Lake City, UT 592,010 40 146,937 6 -- -- S. New Jersey 980,828 22 -- -- 323,750 2 St. Louis, MO 466,969 7 -- -- 410,719 3 Tampa, FL 607,592 19 692,589 26 -- -- Other (a) -- -- -- -- 333,855 4 ---------- --- --------- --- ---------- ------ Total 17,369,216 444 5,242,372 147 19,759,667 103 ========== === ========= === ========== ======
Regional Warehouse Manufacturing ---------------------- ----------------------- Number of Number of Metropolitan Area GLA Properties GLA Properties - ------------------ --------- ---------- --------- ---------- Atlanta, GA 293,646 4 298,000 2 Baltimore, MD -- -- 171,000 1 Central Pennsylvania -- -- 70,000 1 Chicago, IL 168,802 2 461,531 3 Cincinnati, OH -- -- -- -- Columbus, OH -- -- 255,470 1 Dallas, TX 795,077 12 224,984 2 Dayton, OH -- -- -- -- Denver, CO 480,549 8 -- -- Detroit, MI 783,443 18 -- -- Grand Rapids, MI -- -- 413,500 1 Houston, TX 365,960 5 -- -- Indianapolis, IN 217,710 6 71,600 2 Los Angeles, CA 276,284 6 -- -- Louisville, KY -- -- -- -- Milwaukee, WI -- -- -- -- Minneapolis/St. Paul, MN 550,846 5 678,649 10 Nashville, TN -- -- 109,058 1 N. New Jersey 58,585 1 -- -- Phoenix, AZ 82,288 1 -- -- Portland, OR -- -- -- -- Salt Lake City, UT -- -- -- -- S. New Jersey 209,300 3 22,738 1 St. Louis, MO -- -- -- -- Tampa, FL 41,377 1 -- -- Other (a) 50,000 1 346,103 6 --------- ------ --------- ------ Total 4,373,867 73 3,122,633 31 ========= ====== ========= ======
(a) Properties are located in Denton, Texas; Abilene, Texas; McAllen, Texas; Wichita, Kansas and West Lebanon, New Hampshire. 8 CONSOLIDATED OPERATING PARTNERSHIP PROPERTY SUMMARY TOTALS
TOTALS ---------------------------------------------------------------------------- GLA AS A % NUMBER OF OCCUPANCY AT OF TOTAL METROPOLITAN AREA GLA PROPERTIES 12/31/02 PORTFOLIO - ------------------------ ------------ -------------- -------------------- -------------- Atlanta, GA 3,696,177 26 95% 7.4% Baltimore, MD 1,163,852 15 90% 2.3% Central Pennsylvania 70,000 1 100% 0.1% Chicago, IL 4,584,874 46 88% 9.2% Cincinnati, OH 1,683,100 8 88% 3.4% Columbus, OH 1,421,016 6 93% 2.8% Dallas, TX 4,821,035 93 90% 9.7% Dayton, OH 342,746 7 91% 0.7% Denver, CO 4,464,625 91 90% 8.9% Detroit, MI 3,851,453 123 90% 7.7% Grand Rapids, MI 474,750 2 100% 1.0% Houston, TX 3,041,510 27 89% 6.1% Indianapolis, IN 2,424,191 36 82% 4.9% Los Angeles, CA 1,563,889 30 93% 3.1% Louisville, KY 443,500 2 89% 0.9% Milwaukee, WI 246,061 4 100% 0.5% Minneapolis/St. Paul, MN 4,281,426 49 87% 8.6% Nashville, TN 2,056,721 16 84% 4.1% N. New Jersey 3,255,389 49 91% 6.5% Phoenix, AZ 120,848 2 68% 0.2% Portland, OR 635,825 24 95% 1.3% Salt Lake City, UT 738,947 46 84% 1.5% S. New Jersey 1,536,616 28 93% 3.1% St. Louis, MO 877,688 10 88% 1.8% Tampa, FL 1,341,558 46 85% 2.7% Other (a) 729,958 11 83% 1.5% ----------- -------- ---------- -------- Total or Average 49,867,755 798 89% 100.0% =========== ======== ========== ========
(a) Properties are located in Denton, Texas; Abilene, Texas; McAllen, Texas; Wichita, Kansas and West Lebanon, New Hampshire. 9 OTHER REAL ESTATE PARTNERSHIPS PROPERTY SUMMARY The following tables summarize certain information as of December 31, 2002 with respect to the properties owned by the Other Real Estate Partnerships, each of which is wholly-owned.
Light Industrial Bulk Warehouse R&D Flex Regional Warehouse Manufacturing --------------------- --------------------- -------------------- ------------------- -------------------- Number Number Number Number Number of of of of of Metropolitan Area GLA Properties GLA Properties GLA Properties GLA Properties GLA Properties - -------------------- --------- ---------- --------- ---------- ------- ---------- ------- ---------- ------- ---------- Atlanta, GA 59,959 1 1,037,338 3 153,536 4 90,289 1 -- -- Baltimore, MD 65,860 1 -- -- 78,418 1 -- -- -- -- Central Pennsylvania 383,070 4 1,089,486 6 -- -- 117,579 3 -- -- Chicago, IL 108,692 2 444,336 2 49,730 1 50,009 1 -- -- Des Moines, IA -- -- -- -- -- -- 88,000 1 -- -- Detroit, MI 353,854 7 160,035 1 33,092 2 -- -- -- -- Indianapolis, IN -- -- 1,862,321 5 -- -- 60,000 1 -- -- Los Angeles, CA 86,084 3 -- -- 18,921 4 -- -- -- -- Milwaukee, WI -- -- -- -- 93,705 2 39,468 1 -- -- Minneapolis/St Paul, MN 130,647 2 -- -- -- -- -- -- 532,080 3 Nashville, TN -- -- 160,661 1 -- -- -- -- -- -- Philadelphia, PA 1,185,246 27 257,720 2 128,059 5 258,190 4 56,827 2 St. Louis, MO -- -- 245,000 2 -- -- -- -- -- -- Tampa, FL -- -- -- -- 44,427 1 -- -- -- -- Other (a) 99,000 3 490,500 1 -- -- -- -- -- -- --------- ------ --------- ------ ------- ------ ------- ------ ------- ------ Total 2,472,412 50 5,747,397 23 599,888 20 703,535 12 588,907 5 ========= ====== ========= ====== ======= ====== ======= ====== ======= ======
(a) Properties are located in Austin, Texas and Sparks, Nevada. 10 OTHER REAL ESTATE PARTNERSHIPS PROPERTY SUMMARY TOTALS
TOTALS ----------------------------------------------------------------------- GLA AS A % NUMBER OF OCCUPANCY AT OF TOTAL METROPOLITAN AREA GLA PROPERTIES 12/31/02 PORTFOLIO - ------------------------ ---------------- --------------- ------------------ ------------ Atlanta, GA 1,341,122 9 98% 13.3% Baltimore, MD 144,278 2 87% 1.4% Central Pennsylvania 1,590,135 13 71% 15.7% Chicago, IL 652,767 6 82% 6.5% Des Moines, IA 88,000 1 90% 0.9% Detroit, MI 546,981 10 100% 5.4% Indianapolis, IN 1,922,321 6 99% 19.0% Los Angeles, CA 105,005 7 92% 1.0% Milwaukee, WI 133,173 3 72% 1.3% Minneapolis/St. Paul, MN 662,727 5 92% 6.6% Nashville, TN 160,661 1 100% 1.6% Philadelphia, PA 1,886,042 40 94% 18.7% St. Louis, MO 245,000 2 85% 2.4% Tampa, FL 44,427 1 91% 0.4% Other (a) 589,500 4 97% 5.8% --------------- -------- ---------- -------- Total or Average 10,112,139 110 91% 100.0% =============== ======== ========== ========
(a) Properties are located in Austin, Texas and Sparks, Nevada. 11 PROPERTY ACQUISITION ACTIVITY During 2002, the Consolidated Operating Partnership acquired 67 in-service industrial properties totaling approximately 4.2 million square feet of GLA at a total purchase price of approximately $179.6 million, or $42.81 per square foot. The Consolidated Operating Partnership also purchased numerous land parcels for an aggregate purchase price of approximately $2.0 million. The 67 industrial properties acquired have the following characteristics:
NUMBER OF OCCUPANCY METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE AT 12/31/02 - ---------------------------- ---------- --------- --------------------------------- ------------ Chicago, IL 1 50,050 Light Industrial 100% Los Angeles, CA 2 464,800 Bulk Warehouse 100% Northern New Jersey 3 281,926 Bulk Warehouse 87% St. Louis, MO 4 332,630 Light Industrial 100% Denver, CO (b) 1 81,564 Regional Warehouse N/A Chicago, IL (a) 1 389,155 Bulk Warehouse N/A Los Angeles, CA 1 396,095 Bulk Warehouse 100% Houston, TX 3 131,000 Light Industrial 100% Los Angeles, CA (d) 8 195,701 Reg. Warehouse/Light 88% Industrial/R&D/Flex Dallas, TX 6 422,026 Bulk Warehouse/Light Industrial 100% Dallas, TX (b) 1 49,177 Light Industrial N/A Atlanta, GA (b) 1 75,600 Regional Warehouse N/A Dallas, TX (d) 18 450,360 Reg. Warehouse/Light 94% Industrial/R&D/Flex Northern New Jersey 8 409,240 Light Industrial 90% Northern New Jersey (d) 1 45,770 Light Industrial 100% Phoenix, AZ 1 82,288 Regional Warehouse 100% Indianapolis, IN (c)(d) 2 121,600 Light Industrial N/A Chicago, IL 2 158,791 R&D/Flex/Light Industrial 84% Los Angeles, CA 3 103,008 Regional Warehouse 99% ----- --------- 67 4,240,781 ===== =========
(a) Property was sold in 2002. (b) Property was placed out of service. (c) One property was sold in 2002. (d) Purchased from one of the Consolidated Operating Partnership's joint ventures in 2002. During 2002, the Other Real Estate Partnerships acquired 23 in-service industrial properties totaling approximately 1.4 million square feet of GLA at a total purchase price of approximately $57.8 million, or $40.59 per square foot. The 23 industrial properties acquired have the following characteristics:
NUMBER OF OCCUPANCY METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE AT 12/31/02 - -------------------------- ---------- --------- ------------------------------- ----------- Philadelphia, PA 14 765,489 R&D/Flex/Light Industrial 92% Los Angeles, CA 7 105,005 R&D/Flex/Light Industrial 91% Denver, CO 1 490,500 Bulk Warehouse 100% Philadelphia, PA 1 64,402 Light Industrial 73% ------ --------- 23 1,425,396 ====== =========
12 PROPERTY DEVELOPMENT ACTIVITY During 2002, the Consolidated Operating Partnership placed in-service 17 developments totaling approximately 3.2 million square feet of GLA at a total cost of approximately $116.8 million, or $36.77 per square foot. The developed properties have the following characteristics:
OCCUPANCY METROPOLITAN AREA GLA PROPERTY TYPE AT 12/31/02 - -------------------------------------- ---------- ------------------------- ------------- Phoenix, AZ (a) 73,802 Regional Warehouse N/A Harrisburg, PA (a) (c) 181,990 Bulk Warehouse N/A Atlanta, GA (a) (c) 527,000 Bulk Warehouse N/A Dallas, TX 102,232 Regional Warehouse 85% Phoenix, AZ (a) (c) 54,455 Light Industrial N/A Harrisburg, PA (b) (c) 67,200 Regional Warehouse N/A Chicago, IL (a) 53,330 N/A N/A Dallas, TX (a) 472,200 Bulk Warehouse N/A Baltimore, MD (a) 43,978 Light Industrial N/A Dallas, TX (a) (c) 36,000 Light Industrial N/A Tampa, FL (a) (c) 360,000 N/A N/A Denver, CO (a) (c) 42,380 Light Industrial N/A Atlanta, GA (a) (c) 455,000 Bulk Warehouse N/A Nashville, TN 423,500 Bulk Warehouse 100% Northern New Jersey 62,400 Light Industrial 92% Phoenix, AZ (a) (c) 18,881 Light Industrial N/A Atlanta, GA (a) (c) 202,400 Bulk Warehouse N/A --------- 3,176,748 =========
(a) Property was placed in-service and sold in 2002. (b) Property was sold in 2002. (c) Property was sold to one of the Consolidated Operating Partnership's joint ventures in 2002. At December 31, 2002, the Consolidated Operating Partnership had 31 projects under development, with an estimated completion GLA of approximately 2.8 million square feet and an estimated completion cost of approximately $155.9 million. The Consolidated Operating Partnership estimates it will place in service all of the projects in fiscal year 2003. There can be no assurance that the Consolidated Operating Partnership will place in-service these projects in 2003 or that the actual completion cost will not exceed the estimated completion cost stated above. 13 PROPERTY SALES During 2002, the Consolidated Operating Partnership sold 92 in-service industrial properties and four out-of-service properties totaling approximately 9.0 million square feet of GLA and several land parcels. Total gross sales proceeds approximated $386.1 million. The 92 in-service properties and four out-of-service properties sold have the following characteristics:
NUMBER OF METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE - --------------------------- ----------- -------------- -------------------------------- Long Island, NY 1 34,400 Light Industrial Grand Rapids, MI 1 42,600 Light Industrial Northern New Jersey 1 52,402 Regional Warehouse Tampa, FL 1 26,716 R&D/Flex Dallas, TX 1 82,229 Light Industrial Dallas, TX 1 74,106 Regional Warehouse St. Louis, MO 1 31,500 Light Industrial St. Louis, MO 1 31,500 Light Industrial Phoenix, AZ 2 132,261 Regional Warehouse/Light Industrial Portland, OR 1 21,600 Light Industrial Harrisburg, PA (b) 1 181,990 Bulk Warehouse Northern New Jersey (b) 1 46,000 R&D/Flex Denver, CO (b) 1 59,270 R&D/Flex Atlanta, GA (b) 1 527,000 Bulk Warehouse Detroit, MI 1 48,000 R&D/Flex Chicago, IL 1 34,875 Light Industrial Indianapolis, IN 1 389,660 Bulk Warehouse Los Angeles, CA 1 7,300 Light Industrial Chicago, IL 1 56,017 Light Industrial Grand Rapids, MI 1 109,875 Bulk Warehouse Nashville, TN 1 49,922 Light Industrial Chicago, IL (a) 1 66,000 Regional Warehouse Grand Rapids, MI 1 64,961 Light Industrial/Bulk Warehouse Long Island, NY 1 29,300 Light Industrial Long Island, NY 5 174,169 Light Industrial Atlanta, GA (b) 1 123,808 Bulk Warehouse Atlanta, GA 1 123,457 Bulk Warehouse Northern New Jersey 1 17,500 Light Industrial Northern New Jersey 1 17,997 Light Industrial Northern New Jersey 1 70,800 Light Industrial Northern New Jersey 1 29,008 Light Industrial Northern New Jersey 1 17,531 Light Industrial Phoenix, AZ (b) 1 54,455 Light Industrial Portland, OR 1 35,000 Light Industrial Dallas, TX 1 36,000 Light Industrial Chicago, IL (a) 1 200,000 Manufacturing Chicago, IL (a) 1 34,596 Light Industrial Chicago, IL 1 151,436 Bulk Warehouse Detroit, MI 1 41,500 Light Industrial Grand Rapids, MI 1 14,400 Light Industrial Chicago, IL 1 53,330 N/A Baltimore, MD 1 43,978 Light Industrial Dallas, TX 1 472,200 Bulk Warehouse Denver, CO 1 22,735 R&D/Flex Dallas, TX (b) 1 36,000 Light Industrial Denver, CO (b) 1 42,380 Light Industrial Denver, CO (b) 1 32,741 Light Industrial Harrisburg, PA (b) 1 67,200 Regional Warehouse Tampa, FL (b) 1 360,000 N/A Northern New Jersey 1 79,750 Regional Warehouse Atlanta, GA (b) 1 455,000 Bulk Warehouse Chicago, IL 1 389,155 Bulk Warehouse Des Moines, IA 3 604,708 Bulk Warehouse Detroit, MI (b) 1 145,232 Bulk Warehouse Northern New Jersey 1 18,000 Light Industrial
14
NUMBER OF METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE - --------------------------- ----------- -------------- --------------------------------- Houston, TX 1 66,565 Regional Warehouse Northern New Jersey 1 24,905 R&D/Flex Detroit, MI 1 48,200 R&D/Flex Portland, OR 1 27,128 Light Industrial St. Louis, MO 1 178,800 Bulk Warehouse Grand Rapids, MI 1 101,250 Bulk Warehouse Los Angeles, CA 1 7,300 Light Industrial Chicago, IL 1 124,804 Bulk Warehouse Houston, TX (a) 1 251,850 Bulk Warehouse Milwaukee, WI 1 38,230 Regional Warehouse Portland, OR 1 20,000 Light Industrial Phoenix, AZ (b) 1 18,881 Light Industrial Atlanta, GA (b) 1 202,400 Bulk Warehouse Tampa, FL 2 172,000 Light Industrial/Regional Warehouse Grand Rapids, MI 10 1,047,600 Light Industrial/Bulk Warehouse/R&D Flex Detroit, MI 1 21,850 R&D/Flex Indianapolis, IN 1 81,600 Light Industrial Denver, CO 1 20,389 Light Industrial Cleveland, OH 1 102,500 R&D/Flex Portland, OR 1 5,000 Light Industrial Detroit, MI 1 25,470 Light Industrial Chicago, IL 1 64,080 R&D/Flex Atlanta, GA 1 121,600 Manufacturing Detroit, MI 1 88,700 Light Industrial ----- ------------- 96 9,024,652 ===== =============
(a) Property was out-of-service when sold. (b) Property was sold to one of the Consolidated Operating Partnership's joint ventures in 2002. During 2002, the Other Real Estate Partnerships sold 18 in-service industrial properties totaling approximately 2.9 million square feet of GLA. Total gross sales proceeds approximated $87.4 million. The 18 in-service properties sold have the following characteristics:
NUMBER OF METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE - --------------------------- ----------- ------------ --------------------------------- Grand Rapids, MI 1 31,750 Manufacturing Harrisburg, PA 4 1,016,354 Bulk Warehouse Grand Rapids, MI 1 93,374 Light Industrial/Bulk Warehouse Indianapolis, IN (a) 1 100,000 Bulk Warehouse Harrisburg, PA 2 537,720 Bulk Warehouse Chicago, IL 1 90,833 Bulk Warehouse Philadelphia, PA 1 19,965 Light Industrial Philadelphia, PA 1 110,000 Bulk Warehouse Chicago, IL 1 41,423 Light Industrial Grand Rapids, MI 5 809,126 Light Industrial/Bulk Warehouse/R&D Flex ------ ----------- 18 2,850,545 ====== ===========
(a) Property was sold to one of the Company's joint ventures in 2002. PROPERTY ACQUISITIONS, DEVELOPMENTS AND SALES SUBSEQUENT TO YEAR END During the period January 1, 2003 through March 7, 2003, the Consolidated Operating Partnership acquired or completed development of two industrial properties for a total estimated investment of approximately $26.7 million. The Consolidated Operating Partnership also sold five industrial properties and one land parcel for approximately $11.8 million of gross proceeds during this period. During the period January 1, 2003 through March 7, 2003, the Other Real Estate Partnerships sold one industrial property and one land parcel for approximately $3.9 million of gross proceeds during this period. 15 DETAIL PROPERTY LISTING The following table lists all of the Consolidated Operating Partnership's properties as of December 31, 2002, by geographic market area. PROPERTY LISTING
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/02 - --------------------------- ------------------ ------------ ----------- ------------------- --------- --------- ------------ ATLANTA 1650 GA Highway 155 McDonough, GA 1991 Bulk Warehouse 12.80 228,400 100% 14101 Industrial Park Blvd. Covington, GA 1984 Light Industrial 9.25 92,160 100% 801-804 Blacklawn Road Conyers, GA 1982 Bulk Warehouse 6.67 111,185 61% 1665 Dogwood Drive Conyers, GA 1973 Manufacturing 9.46 198,000 100% 1715 Dogwood Drive Conyers, GA 1973 Manufacturing 4.61 100,000 100% 11235 Harland Drive Covington, GA 1988 Light Industrial 5.39 32,361 100% 4050 Southmeadow Parkway Atlanta, GA 1991 Reg. Warehouse 6.60 87,328 100% 4051 Southmeadow Parkway Atlanta, GA 1989 Bulk Warehouse 11.20 151,935 100% 4071 Southmeadow Parkway Atlanta, GA 1991 Bulk Warehouse 17.80 209,918 100% 3312 N. Berkeley Lake Road Duluth, GA 1969 Bulk Warehouse 52.11 1,040,296 100% 370 Great Southwest Pkway (e) Atlanta, GA 1986 Light Industrial 8.06 150,536 85% 955 Cobb Place Kennesaw, GA 1991 Reg. Warehouse 8.73 97,518 18% 2084 Lake Industrial Court Conyers, GA 1998 Bulk Warehouse 13.74 180,000 100% 220 Greenwood Court McDonough, GA 2000 Bulk Warehouse 26.69 504,000 100% 1255 Oakbrook Drive Norcross, GA 1984 Light Industrial 2.50 36,000 0% 1256 Oakbrook Drive Norcross, GA 1984 Light Industrial 3.48 40,504 100% 1265 Oakbrook Drive Norcross, GA 1984 Light Industrial 3.52 51,200 100% 1266 Oakbrook Drive Norcross, GA 1984 Light Industrial 3.62 30,378 100% 1275 Oakbrook Drive Norcross, GA 1986 Reg. Warehouse 4.36 62,400 100% 1280 Oakbrook Drive Norcross, GA 1986 Reg. Warehouse 4.34 46,400 100% 1300 Oakbrook Drive Norcross, GA 1986 Light Industrial 5.41 52,000 100% 1325 Oakbrook Drive Norcross, GA 1986 Light Industrial 3.53 53,120 100% 1351 Oakbrook Drive Norcross, GA 1984 R&D/Flex 3.93 36,600 84% 1346 Oakbrook Drive Norcross, GA 1985 R&D/Flex 5.52 74,538 100% 1412 Oakbrook Drive Norcross, GA 1985 R&D/Flex 2.89 29,400 85% --------- ---- SUBTOTAL OR AVERAGE 3,696,177 95% --------- ---- BALTIMORE 3431 Benson Baltimore, MD 1988 Light Industrial 3.48 60,227 100% 1801 Portal Baltimore, MD 1987 Light Industrial 3.72 57,600 83% 1811 Portal Baltimore, MD 1987 Light Industrial 3.32 60,000 100% 1831 Portal Baltimore, MD 1990 Light Industrial 3.18 46,522 100% 1821 Portal Baltimore, MD 1986 Light Industrial 4.63 86,234 100% 1820 Portal Baltimore, MD (d) 1982 Bulk Warehouse 6.55 171,000 100% 4845 Governers Way Frederick, MD 1988 Light Industrial 5.47 83,064 13% 8900 Yellow Brick Road Baltimore, MD 1982 Light Industrial 5.80 60,000 100% 7476 New Ridge Hanover, MD 1987 Light Industrial 18.00 71,866 100% 1328 Charwood Road Hanover, MD 1986 Bulk Warehouse 9.00 150,500 100% 8779 Greenwood Place Savage, MD 1978 Bulk Warehouse 8.00 142,159 100% 1350 Blair Drive Odenton, MD 1991 Light Industrial 2.86 29,317 95% 1360 Blair Drive Odenton, MD 1991 Light Industrial 4.19 43,194 83% 1370 Blair Drive Odenton, MD 1991 Light Industrial 5.15 52,910 49% 9020 Mendenhall Court Columbia, MD 1981 Light Industrial 3.70 49,259 100% --------- ----- SUBTOTAL OR AVERAGE 1,163,852 90% --------- ----- CENTRAL PENNSYLVANIA 125 East Kensinger Drive Cranberry 2000 Manufacturing 13.00 70,000 100% Township, PA -------- ----- SUBTOTAL OR AVERAGE 70,000 100% -------- ----- CHICAGO 2300 Hammond Drive Schaumburg, IL 1970 Light Industrial 4.13 77,000 50% 3600 West Pratt Avenue Lincolnwood, IL 1953/88 Bulk Warehouse 6.35 204,679 99% 6750 South Sayre Avenue Bedford Park, IL 1975 Light Industrial 2.51 63,383 100% 585 Slawin Court Mount Prospect, IL 1992 R&D/Flex 3.71 38,150 0% 2300 Windsor Court Addison, IL 1986 Bulk Warehouse 6.80 105,100 100% 3505 Thayer Court Aurora, IL 1989 Light Industrial 4.60 64,220 100% 3600 Thayer Court Aurora, IL 1989 Light Industrial 6.80 66,958 73% 736-776 Industrial Drive Elmhurst, IL 1975 Light Industrial 3.79 80,180 82% 305-311 Era Drive Northbrook, IL 1978 Light Industrial 1.82 27,549 100% 4330 South Racine Avenue Chicago, IL 1978 Manufacturing 5.57 168,000 100% 12241 Melrose Street Franklin Park, IL 1969 Light Industrial 2.47 77,301 49% 301 Alice Wheeling, IL 1965 Light Industrial 2.88 65,450 100% 11939 South Central Avenue Alsip, IL 1972 Bulk Warehouse 12.60 320,171 100% 405 East Shawmut LaGrange, IL 1965 Light Industrial 3.39 59,075 100% 1010-50 Sesame Street Bensenville, IL 1976 Manufacturing 8.00 252,000 100% 5555 West 70th Place Bedford Park, IL 1973 Manufacturing 2.50 41,531 100% 3200-3250 South St. Louis (e) Chicago, IL 1968 Light Industrial 8.66 74,685 54%
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LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/02 - ---------------------------- ------------------ ------------ ----------- ------------------- --------- --------- ------------ CHICAGO (CONT.) 3110-3130 South St. Louis Chicago, IL 1968 Light Industrial 4.00 23,254 0% 7401 South Pulaski Chicago, IL 1975/86 Bulk Warehouse 5.36 213,670 96% 7501 South Pulaski Chicago, IL 1975/86 Bulk Warehouse 3.88 159,728 100% 385 Fenton Lane West Chicago, IL 1990 Bulk Warehouse 6.79 180,417 100% 335 Crossroad Parkway Bolingbrook, IL 1996 Bulk Warehouse 12.86 288,000 66% 10435 Seymour Avenue Franklin Park, IL 1967/74 Light Industrial 1.85 53,684 43% 905 Paramount Batavia, IL 1977 Light Industrial 2.60 60,000 100% 1005 Paramount Batavia, IL 1978 Light Industrial 2.50 64,574 100% 2120-24 Roberts Broadview, IL 1960 Light Industrial 2.30 60,009 100% 405-17 University Drive Arlington Hgts, IL 1977/78 Light Industrial 2.42 56,400 75% 3575 Stern Avenue St. Charles, IL 1979/1984 Reg. Warehouse 2.73 68,728 100% 3810 Stern Avenue St. Charles, IL 1985 Reg. Warehouse 4.67 100,074 100% 315 Kirk Road St. Charles, IL 1969/93/95 Bulk Warehouse 12.42 309,600 100% 700 Business Center Drive Mount Prospect, IL 1980 Light Industrial 3.12 34,800 100% 555 Business Center Drive Mount Prospect, IL 1981 Light Industrial 2.96 31,175 100% 800 Business Center Drive Mount Prospect, IL 1988/99 Light Industrial 5.40 81,610 100% 580 Slawin Court Mount Prospect, IL 1985 Light Industrial 2.08 30,225 100% 1150 Feehanville Drive Mount Prospect, IL 1983 Light Industrial 2.74 33,600 100% 1200 Business Center Drive Mount Prospect, IL 1988/2000 Light Industrial 6.68 106,000 100% 1331 Business Center Drive Mount Prospect, IL 1985 Light Industrial 3.12 30,380 100% 3627 Stern Avenue St. Charles, IL 1979 Light Industrial 1.84 30,000 100% 301-329 Airport Blvd. North Aurora, IL 1997 Light Industrial 8.05 92,527 100% 19W661 101st Street Lemont, IL 1988 Bulk Warehouse 10.94 248,791 100% 19W751 101st Street Lemont, IL 1991 Bulk Warehouse 7.13 147,400 0% 175 Wall Street Glendale Heights, IL 1990 Light Industrial 4.10 50,050 100% 800-820 Thorndale Avenue Bensenville, IL 1985 R&D/Flex 5.56 73,249 100% 830-890 Supreme Drive Bensenville, IL 1981 Light Industrial 4.77 85,542 72% 1661 Feehanville Avenue Mount Prospect, IL 1986 R&D/Flex 6.89 85,955 69% --------- ----- SUBTOTAL OR AVERAGE 4,584,874 88% --------- ----- CINCINNATI 9900-9970 Princeton Cincinnati, OH 1970 Bulk Warehouse 10.64 185,580 79% 2940 Highland Avenue Cincinnati, OH 1969/74 Bulk Warehouse 17.08 502,000 87% 4700-4750 Creek Road Blue Ash, OH 1960 Light Industrial 15.32 265,000 90% 12072 Best Place Springboro, OH 1984 Bulk Warehouse 7.80 112,500 55% 901 Pleasant Valley Drive Springboro, OH 1984/94 Light Industrial 7.70 69,220 100% 4440 Mulhauser Road Cincinnati, OH 1999 Bulk Warehouse 15.26 240,000 100% 4434 Mulhauser Road Cincinnati, OH 1999 Bulk Warehouse 25.00 140,800 82% 9449 Glades Drive Hamilton, OH 1999 Bulk Warehouse 7.40 168,000 100% --------- ----- SUBTOTAL OR AVERAGE 1,683,100 88% --------- ----- COLUMBUS 3800 Lockbourne Industrial Columbus, OH 1986 Bulk Warehouse 22.12 404,734 100% Pky 1819 North Walcutt Road Columbus, OH 1973 Bulk Warehouse 11.33 243,000 61% 4300 Cemetery Road Hilliard, OH 1968/83 Manufacturing 62.71 255,470 100% 4115 Leap Road (e) Hilliard, OH 1977 R&D/Flex 18.66 217,612 100% 3300 Lockbourne Columbus, OH 1964 Bulk Warehouse 17.00 300,200 100% --------- --- SUBTOTAL OR AVERAGE 1,421,016 93% --------- --- DALLAS/FORT WORTH 1275-1281 Roundtable Drive Dallas, TX 1966 Light Industrial 1.75 30,642 100% 2406-2416 Walnut Ridge Dallas, TX 1978 Light Industrial 1.76 44,000 100% 12750 Perimeter Drive Dallas, TX 1979 Bulk Warehouse 6.72 178,200 72% 1324-1343 Roundtable Drive Dallas, TX 1972 Light Industrial 2.09 47,000 100% 2401-2419 Walnut Ridge Dallas, TX 1978 Light Industrial 1.20 30,000 100% 4248-4252 Simonton Farmers Ranch, TX 1973 Bulk Warehouse 8.18 205,693 100% 900-906 Great Southwest Pkwy Arlington, TX 1972 Light Industrial 3.20 69,761 100% 2179 Shiloh Road Garland, TX 1982 Reg. Warehouse 3.63 65,700 34% 2159 Shiloh Road Garland, TX 1982 R&D/Flex 1.15 20,800 100% 2701 Shiloh Road Garland, TX 1981 Bulk Warehouse 8.20 214,650 55% 12784 Perimeter Drive (f) Dallas, TX 1981 Light Industrial 4.57 95,671 82% 3000 West Commerce Dallas, TX 1980 Manufacturing 11.23 128,478 100% 3030 Hansboro Dallas, TX 1971 Bulk Warehouse 3.71 100,000 100% 5222 Cockrell Hill Dallas, TX 1973 Manufacturing 4.79 96,506 100% 405-407 113th Arlington, TX 1969 Light Industrial 2.75 60,000 100% 816 111th Street Arlington, TX 1972 Light Industrial 2.89 65,000 100% 1017-25 Jacksboro Highway Fort Worth, TX 1970 Light Industrial 1.49 30,000 100% 7341 Dogwood Park Richland Hills, TX 1973 Light Industrial 1.09 20,045 100% 7427 Dogwood Park Richland Hills, TX 1973 Light Industrial 1.60 27,500 100% 7348-54 Tower Street Richland Hills, TX 1978 Light Industrial 1.09 20,107 100% 7370 Dogwood Park Richland Hills, TX 1987 Light Industrial 1.18 18,500 100% 7339-41 Tower Street Richland Hills, TX 1980 Light Industrial 0.95 17,600 100% 7437-45 Tower Street Richland Hills, TX 1977 Light Industrial 1.16 20,400 100% 7331-59 Airport Freeway Richland Hills, TX 1987 R&D/Flex 2.63 37,604 92%
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LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/02 - --------------------------- ------------------ ------------ ----------- ------------------- --------- --------- ------------ DALLAS/FORT WORTH (CONT.) 7338-60 Dogwood Park Richland Hills, TX 1978 R&D/Flex 1.51 26,407 100% 7450-70 Dogwood Park Richland Hills, TX 1985 Light Industrial 0.88 18,004 100% 7423-49 Airport Freeway Richland Hills, TX 1985 R&D/Flex 2.39 33,388 100% 7400 Whitehall Street Richland Hills, TX 1994 Light Industrial 1.07 22,867 100% 1602-1654 Terre Colony Dallas, TX 1981 Bulk Warehouse 5.72 130,949 83% 3330 Duncanville Road Dallas, TX 1987 Reg. Warehouse 2.20 50,560 100% 6851-6909 Snowden Road Fort Worth, TX 1985/86 Bulk Warehouse 13.00 281,200 100% 2351-2355 Merritt Drive Garland, TX 1986 R&D/Flex 5.00 16,740 100% 10575 Vista Park Dallas, TX 1988 Reg. Warehouse 2.10 37,252 100% 701-735 North Plano Road Richardson, TX 1972/94 Bulk Warehouse 5.78 100,065 100% 2259 Merritt Drive Garland, TX 1986 R&D Flex 1.90 16,740 100% 2260 Merritt Drive Garland, TX 1986/99 Reg. Warehouse 3.70 62,847 100% 2220 Merritt Drive Garland, TX 1986/2000 Reg. Warehouse 3.90 70,390 100% 2010 Merritt Drive Garland, TX 1986 Reg. Warehouse 2.80 57,392 100% 2363 Merritt Drive Garland, TX 1986 R&D Flex 0.40 12,300 100% 2447 Merritt Drive Garland, TX 1986 R&D Flex 0.40 12,300 100% 2465-2475 Merritt Drive Garland, TX 1986 R&D Flex 0.50 16,740 100% 2485-2505 Merritt Drive Garland, TX 1986 Bulk Warehouse 5.70 108,550 100% 17919 Waterview Parkway Dallas, TX 1987 Reg. Warehouse 4.88 70,936 100% 2081 Hutton Drive (f) Carrolton, TX 1981 R&D Flex 3.73 42,170 89% 2150 Hutton Drive Carrolton, TX 1980 Light Industrial 2.50 48,325 100% 2110 Hutton Drive Carrolton, TX 1985 R&D Flex 5.83 59,528 100% 2025 McKenzie Drive Carrolton, TX 1985 Reg. Warehouse 3.81 73,556 100% 2019 McKenzie Drive Carrolton, TX 1985 Reg. Warehouse 3.93 80,780 30% 1420 Valwood Parkway-Bldg I(e) Carrolton, TX 1986 R&D Flex 3.30 40,884 82% 1620 Valwood Parkway (f) Carrolton, TX 1986 Light Industrial 6.59 103,475 84% 1505 Luna Road - Bldg II Carrolton, TX 1988 Light Industrial 1.00 16,800 100% 1625 West Crosby Road Carrolton, TX 1988 Light Industrial 4.72 87,687 54% 2029-2035 McKenzie Drive Carrolton, TX 1985 Reg. Warehouse 3.30 81,924 73% 1840 Hutton Drive (e) Carrolton, TX 1986 R&D Flex 5.83 93,132 90% 1420 Valwood Pkwy - Bldg II Carrolton, TX 1986 Light Industrial 3.32 55,625 84% 2015 McKenzie Drive Carrolton, TX 1986 Light Industrial 3.38 73,187 62% 2009 McKenzie Drive Carrolton, TX 1987 Light Industrial 3.03 66,112 74% 1505 Luna Road - Bldg I Carrolton, TX 1988 Light Industrial 2.97 49,791 96% 1505 Luna Road - Bldg III Carrolton, TX 1988 Light Industrial 3.64 58,989 100% 900-1100 Avenue S Grand Prairie, TX 1985 Bulk Warehouse 5.5 122,881 100% 15001 Trinity Blvd Ft. Worth, TX 1984 Light Industrial 4.70 83,473 100% Plano Crossing (g) Plano, TX 1998 Light Industrial 13.66 215,672 100% 7413A-C Dogwood Park Richland Hills, TX 1990 Light Industrial 1.23 22,500 100% 7450 Tower Street Richland Hills, TX 1977 R&D/Flex 0.68 10,000 100% 7436 Tower Street Richland Hills, TX 1979 Light Industrial 0.89 15,000 100% 7501 Airport Freeway Richland Hills, TX 1983 Light Industrial 2.04 15,000 100% 7426 Tower Street Richland Hills, TX 1978 Light Industrial 1.06 19,780 100% 7427-7429 Tower Street Richland Hills, TX 1981 Light Industrial 1.02 20,000 100% 2840-2842 Handley Ederville Rd Richland Hills, TX 1977 R&D/Flex 1.25 20,260 100% 7451-7477 Airport Freeway Richland Hills, TX 1984 R&D/Flex 2.30 33,547 100% 7415 Whitehall Street Richland Hills, TX 1986 Light Industrial 3.95 61,260 100% 7450 Whitehall Street Richland Hills, TX 1978 Light Industrial 1.17 25,000 100% 7430 Whitehall Street Richland Hills, TX 1985 Light Industrial 1.06 24,600 100% 7420 Whitehall Street Richland Hills, TX 1985 Light Industrial 1.06 20,300 100% 300 Wesley Way Richland Hills, TX 1995 Reg. Warehouse 2.59 41,340 100% 2104 Hutton Drive Carrolton, TX 1990 Light Industrial 1.70 24,800 100% Addison Tech Ctr - Bldg B Addison, TX 2001 Reg. Warehouse 8.17 102,400 85% 7337 Dogwood Park Richland Hills, TX 1975 Light Industrial 1.14 20,000 100% 7334 Tower Street Richland Hills, TX 1975 Light Industrial 0.97 20,000 100% 7451 Dogwood Park Richland Hills, TX 1977 Light Industrial 1.85 39,674 100% 7440 Whitehall Street Richland Hills, TX 1983 Light Industrial 1.40 24,222 0% 2821 Cullen Street Fort Worth, TX 1961 Light Industrial 0.84 17,877 100% --------- ---- SUBTOTAL OR AVERAGE 4,821,035 90% --------- ---- DAYTON 6094-6104 Executive Boulevard Huber Heights, OH 1975 Light Industrial 3.33 43,200 97% 6202-6220 Executive Boulevard Huber Heights, OH 1996 Light Industrial 3.79 64,000 70% 6268-6294 Executive Boulevard Huber Heights, OH 1989 Light Industrial 4.03 60,800 95% 5749-5753 Executive Boulevard Huber Heights, OH 1975 Light Industrial 1.15 12,000 100% 6230-6266 Executive Boulevard Huber Heights, OH 1979 Light Industrial 5.30 100% 2200-2224 Sandridge Road Moraine, OH 1983 Light Industrial 2.96 58,746 100% 8119-8137 Uehling Lane Dayton, OH 1978 R&D/Flex 1.15 20,000 60% ---------- ---- SUBTOTAL OR AVERAGE 342,746 91% ---------- ---- DENVER 7100 North Broadway - Bldg. 1 Denver, CO 1978 Light Industrial 16.80 32,298 81%
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LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/02 - ------------------------------- ---------------- ------------ ----------- ------------------- --------- -------- ------------ DENVER (CONT.) 7100 North Broadway - Bldg. 2 Denver, CO 1978 Light Industrial 16.90 32,500 86% 7100 North Broadway - Bldg. 3 Denver, CO 1978 Light Industrial 11.60 22,259 94% 7100 North Broadway - Bldg. 5 Denver, CO 1978 Light Industrial 15.00 28,789 87% 7100 North Broadway - Bldg. 6 Denver, CO 1978 Light Industrial 22.50 38,255 54% 20100 East 32nd Avenue Parkway Aurora, CO 1997 R&D/Flex 4.10 51,300 39% 15700 - 15820 West 6th Avenue Golden, CO 1978 Light Industrial 1.92 52,767 84% 15850-15884 West 6th Avenue Golden, CO 1978 Light Industrial 1.92 31,856 83% 5454 Washington Denver, CO 1985 Light Industrial 4.00 34,740 82% 700 West 48th Street Denver, CO 1984 Light Industrial 5.40 53,431 50% 702 West 48th Street Denver, CO 1984 Light Industrial 5.40 23,820 80% 6425 North Washington Denver, CO 1983 R&D/Flex 4.05 81,120 91% 3370 North Peoria Street Aurora, CO 1978 R&D/Flex 1.64 25,538 100% 3390 North Peoria Street Aurora, CO 1978 R&D/Flex 1.46 22,699 82% 3508-3538 North Peoria Street Aurora, CO 1978 R&D/Flex 2.61 40,653 81% 3568 North Peoria Street Aurora, CO 1978 R&D/Flex 2.24 34,937 61% 4785 Elati Denver, CO 1972 Light Industrial 3.34 34,777 45% 4770 Fox Street Denver, CO 1972 Light Industrial 3.38 26,565 100% 1550 West Evans Denver, CO 1975 Light Industrial 3.92 78,787 91% 3751 - 71 Revere Street Denver, CO 1980 Reg. Warehouse 2.41 55,027 100% 3871 Revere Street Denver, CO 1980 Reg. Warehouse 3.19 75,265 100% 5454 Havana Street Denver, CO 1980 R&D/Flex 2.68 42,504 100% 5500 Havana Street Denver, CO 1980 R&D/Flex 2.19 34,776 100% 4570 Ivy Street Denver, CO 1985 Light Industrial 1.77 31,355 100% 5855 Stapleton Drive North Denver, CO 1985 Light Industrial 2.33 41,268 75% 5885 Stapleton Drive North Denver, CO 1985 Light Industrial 3.05 53,893 100% 5200-5280 North Broadway Denver, CO 1977 Light Industrial 1.54 31,780 100% 5977-5995 North Broadway Denver, CO 1978 Light Industrial 4.96 50,280 100% 2952-5978 North Broadway Denver, CO 1978 Light Industrial 7.91 88,977 100% 6400 North Broadway Denver, CO 1982 Light Industrial 4.51 69,430 100% 875 Parfet Street Lakewood, CO 1975 Light Industrial 3.06 49,216 100% 4721 Ironton Street Denver, CO 1969 R&D/Flex 2.84 51,260 100% 833 Parfet Street Lakewood, CO 1974 R&D/Flex 2.57 24,800 62% 11005 West 8th Avenue Lakewood, CO 1974 Light Industrial 2.57 25,672 100% 7100 North Broadway - 7 Denver, CO 1985 R&D/Flex 2.30 24,822 97% 7100 North Broadway - 8 Denver, CO 1985 R&D/Flex 2.30 9,107 100% 6804 East 48th Avenue Denver, CO 1973 R&D/Flex 2.23 46,464 88% 445 Bryant Street Denver, CO 1960 Light Industrial 6.31 292,471 100% East 47th Drive -A Denver, CO 1997 R&D/Flex 3.00 51,210 84% 9500 W. 49th Street - A Wheatridge, CO 1997 Light Industrial 1.74 19,217 100% 9500 W. 49th Street - B Wheatridge, CO 1997 Light Industrial 1.74 16,441 100% 9500 W. 49th Street - C Wheatridge, CO 1997 R&D/Flex 1.74 29,174 59% 9500 W. 49th Street - D Wheatridge, CO 1997 Light Industrial 1.74 41,615 89% 8100 South Park Way - A Littleton, CO 1997 R&D/Flex 3.33 52,581 100% 8100 South Park Way - B Littleton, CO 1984 R&D/Flex 0.78 12,204 100% 8100 South Park Way - C Littleton, CO 1984 Light Industrial 4.28 67,520 100% 451-591 East 124th Avenue Littleton, CO 1979 Light Industrial 4.96 59,711 100% 608 Garrison Street Lakewood, CO 1984 R&D/Flex 2.17 25,075 85% 610 Garrison Street Lakewood, CO 1984 R&D/Flex 2.17 24,965 79% 1111 West Evans (A&C) Denver, CO 1986 Light Industrial 2.00 36,894 100% 1111 West Evans (B) Denver, CO 1986 Light Industrial 0.50 4,725 100% 15000 West 6th Avenue Golden, CO 1985 R&D/Flex 5.25 69,279 75% 14998 West 6th Avenue Building E Golden, CO 1995 R&D/Flex 2.29 42,832 79% 14998 West 6th Avenue Building F Englewood, CO 1995 R&D/Flex 2.29 20,424 100% 12503 East Euclid Drive Denver, CO 1986 R&D/Flex 10.90 97,871 81% 6547 South Racine Circle Englewood, CO 1996 Light Industrial 3.92 59,918 89% 7800 East Iliff Avenue Denver, CO 1983 R&D/Flex 3.06 22,296 100% 2369 South Trenton Way Denver, CO 1983 R&D/Flex 4.80 33,108 85% 2422 South Trenton Way Denver, CO 1983 R&D/Flex 3.94 27,413 34% 2452 South Trenton Way Denver, CO 1983 R&D/Flex 6.78 47,931 79% 651 Topeka Way Denver, CO 1985 R&D/Flex 4.53 24,000 88% 680 Atchinson Way Denver, CO 1985 R&D/Flex 4.53 24,000 100% 8122 South Park Lane - A Littleton, CO 1986 R&D/Flex 5.09 43,987 98% 1600 South Abilene Aurora, CO 1986 R&D/Flex 3.53 47,930 100% 1620 South Abilene Aurora, CO 1986 Light Industrial 2.04 27,666 83% 1640 South Abilene Aurora, CO 1986 Light Industrial 2.80 37,948 100% 13900 East Florida Avenue Aurora, CO 1986 R&D/Flex 1.44 19,493 100% 4301 South Federal Boulevard Englewood, CO 1997 Reg. Warehouse 2.80 35,403 83% 14401-14492 East 33rd Place Aurora, CO 1979 Bulk Warehouse 4.75 100,100 100% 11701 East 53rd Avenue Denver, CO 1985 Reg. Warehouse 4.19 81,981 100% 5401 Oswego Street Denver, CO 1985 Reg. Warehouse 2.80 54,738 100% 3811 Joliet Denver, CO 1977 R&D/Flex 14.24 124,290 100%
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LOCATION YEAR BUILT- BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED ---------------- ---------- ------------ ----------- DENVER (CONT.) 2630 West 2nd Avenue Denver, CO 1970 2650 West 2nd Avenue Denver, CO 1970 14818 West 6th Avenue Bldg. A Golden, CO 1985 14828 West 6th Avenue Bldg. B Golden, CO 1985 12055 E. 49th Ave/4955 Peoria Denver, CO 1984 4940-4950 Paris Denver, CO 1984 4970 Paris Denver, CO 1984 5010 Paris Denver, CO 1984 7367 South Revere Parkway Englewood, CO 1997 10311 W. Hampden Avenue Lakewood, CO 1999 8200 East Park Meadows Drive (e) Lone Tree, CO 1984 3250 Quentin (e) Aurora, CO 1984/2000 11585 E. 53rd Ave. (e) Denver, CO 1984 10500 East 54th Ave. (f) Denver, CO 1986 DETROIT 238 Executive Drive Troy, MI 1973 256 Executive Drive Troy, MI 1974 301 Executive Drive Troy, MI 1974 449 Executive Drive Troy, MI 1975 501 Executive Drive Troy, MI 1984 451 Robbins Drive Troy, MI 1975 1035 Crooks Road Troy, MI 1980 1095 Crooks Road Troy, MI 1986 1416 Meijer Drive Troy, MI 1980 1624 Meijer Drive Troy, MI 1984 1972 Meijer Drive Troy, MI 1985 1621 Northwood Drive Troy, MI 1977 1707 Northwood Drive Troy, MI 1983 1788 Northwood Drive Troy, MI 1977 1821 Northwood Drive Troy, MI 1977 1826 Northwood Drive Troy, MI 1977 1864 Northwood Drive Troy, MI 1977 1921 Northwood Drive Troy, MI 1977 2277 Elliott Avenue Troy, MI 1975 2451 Elliott Avenue Troy, MI 1974 2730 Research Drive Rochester Hills, MI 1988 2791 Research Drive Rochester Hills, MI 1991 2871 Research Drive Rochester Hills, MI 1991 2911 Research Drive Rochester Hills, MI 1992 3011 Research Drive Rochester Hills, MI 1988 2870 Technology Drive Rochester Hills, MI 1988 2900 Technology Drive Rochester Hills, MI 1992 2920 Technology Drive Rochester Hills, MI 1992 2930 Technology Drive Rochester Hills, MI 1991 2950 Technology Drive Rochester Hills, MI 1991 23014 Commerce Drive Farmington Hills, MI 1983 23028 Commerce Drive Farmington Hills, MI 1983 23035 Commerce Drive Farmington Hills, MI 1983 23042 Commerce Drive Farmington Hills, MI 1983 23065 Commerce Drive Farmington Hills, MI 1983 23070 Commerce Drive Farmington Hills, MI 1983 23079 Commerce Drive Farmington Hills, MI 1983 23093 Commerce Drive Farmington Hills, MI 1983 23135 Commerce Drive Farmington Hills, MI 1986 23163 Commerce Drive Farmington Hills, MI 1986 23177 Commerce Drive Farmington Hills, MI 1986 23206 Commerce Drive Farmington Hills, MI 1985 23290 Commerce Drive Farmington Hills, MI 1980 23370 Commerce Drive Farmington Hills, MI 1980 32450 N. Avis Drive Madison Heights, MI 1974 11866 Hubbard Livonia, MI 1979 12050-12300 Hubbard (e) Livonia, MI 1981 38300 Plymouth Livonia, MI 1997 12707 Eckles Road Plymouth, MI 1990 9300-9328 Harrison Rd. Romulus, MI 1978 9330-9358 Harrison Rd. Romulus, MI 1978 28420-28448 Highland Rd Romulus, MI 1979 28450-28478 Highland Rd Romulus, MI 1979 28421-28449 Highland Rd Romulus, MI 1980 28451-28479 Highland Rd Romulus, MI 1980
LAND AREA OCCUPANCY AT BUILDING ADDRESS BUILDING TYPE (ACRES) GLA 12/31/02 ---------------- ------------- --------- --- --------- DENVER (CONT.) 2630 West 2nd Avenue Light Industrial 0.50 8,260 100% 2650 West 2nd Avenue Light Industrial 2.80 36,081 100% 14818 West 6th Avenue Bldg. A R&D/Flex 2.54 39,776 83% 14828 West 6th Avenue Bldg. B R&D/Flex 2.54 41,805 70% 12055 E. 49th Ave/4955 Peoria R&D/Flex 3.09 49,575 94% 4940-4950 Paris R&D/Flex 1.58 25,290 50% 4970 Paris R&D/Flex 0.98 15,767 100% 5010 Paris R&D/Flex 0.92 14,822 100% 7367 South Revere Parkway Bulk Warehouse 8.50 102,839 86% 10311 W. Hampden Avenue Light Industrial 4.40 52,227 100% 8200 East Park Meadows Drive (e) R&D Flex 6.60 90,219 81% 3250 Quentin (e) Light Industrial 8.90 144,464 91% 11585 E. 53rd Ave. (e) Bulk Warehouse 15.10 335,967 100% 10500 East 54th Ave. (f) Light Industrial 9.12 178,135 84% SUBTOTAL OR AVERAGE --------- ------ 4,464,625 90% --------- ------ DETROIT 238 Executive Drive Light Industrial 1.32 13,740 100% 256 Executive Drive Light Industrial 1.12 11,273 100% 301 Executive Drive Light Industrial 1.27 20,411 100% 449 Executive Drive Reg. Warehouse 2.12 33,001 100% 501 Executive Drive Light Industrial 1.57 18,061 100% 451 Robbins Drive Light Industrial 1.88 28,401 100% 1035 Crooks Road Light Industrial 1.74 23,320 100% 1095 Crooks Road R&D/Flex 2.83 35,042 100% 1416 Meijer Drive Light Industrial 1.20 17,944 100% 1624 Meijer Drive Light Industrial 3.42 44,040 100% 1972 Meijer Drive Reg. Warehouse 2.36 37,075 100% 1621 Northwood Drive Bulk Warehouse 1.54 24,900 100% 1707 Northwood Drive Light Industrial 1.69 28,750 100% 1788 Northwood Drive Light Industrial 1.55 12,480 0% 1821 Northwood Drive Reg. Warehouse 2.07 35,050 100% 1826 Northwood Drive Light Industrial 1.22 12,480 100% 1864 Northwood Drive Light Industrial 1.55 12,480 100% 1921 Northwood Drive Light Industrial 2.33 42,000 100% 2277 Elliott Avenue Light Industrial 0.96 12,612 100% 2451 Elliott Avenue Light Industrial 1.68 24,331 100% 2730 Research Drive Reg. Warehouse 3.52 57,850 100% 2791 Research Drive Reg. Warehouse 4.48 64,199 100% 2871 Research Drive Reg. Warehouse 3.55 49,543 100% 2911 Research Drive Reg. Warehouse 5.72 80,078 100% 3011 Research Drive Reg. Warehouse 2.55 32,637 100% 2870 Technology Drive Light Industrial 2.41 24,445 100% 2900 Technology Drive Reg. Warehouse 2.15 31,047 100% 2920 Technology Drive Light Industrial 1.48 19,011 100% 2930 Technology Drive Light Industrial 1.41 17,994 100% 2950 Technology Drive Light Industrial 1.48 19,996 100% 23014 Commerce Drive R&D/Flex 0.65 7,200 100% 23028 Commerce Drive Light Industrial 1.26 20,265 100% 23035 Commerce Drive Light Industrial 1.23 15,200 100% 23042 Commerce Drive R&D/Flex 0.75 8,790 100% 23065 Commerce Drive Light Industrial 0.91 12,705 100% 23070 Commerce Drive R&D/Flex 1.43 16,765 100% 23079 Commerce Drive Light Industrial 0.85 10,830 100% 23093 Commerce Drive Reg. Warehouse 3.87 49,040 100% 23135 Commerce Drive Light Industrial 2.02 23,969 100% 23163 Commerce Drive Light Industrial 1.51 19,020 100% 23177 Commerce Drive Light Industrial 2.29 32,127 100% 23206 Commerce Drive Light Industrial 1.30 19,822 100% 23290 Commerce Drive Reg. Warehouse 2.56 42,930 100% 23370 Commerce Drive Light Industrial 0.67 8,741 100% 32450 N. Avis Drive Light Industrial 3.23 55,820 100% 11866 Hubbard Light Industrial 2.32 41,380 0% 12050-12300 Hubbard (e) Light Industrial 6.10 85,086 77% 38300 Plymouth Bulk Warehouse 6.95 127,800 100% 12707 Eckles Road Light Industrial 2.62 42,300 100% 9300-9328 Harrison Rd. Light Industrial 2.53 29,286 38% 9330-9358 Harrison Rd. Light Industrial 2.53 29,280 63% 28420-28448 Highland Rd Light Industrial 2.53 29,280 0% 28450-28478 Highland Rd Light Industrial 2.53 29,340 100% 28421-28449 Highland Rd Light Industrial 2.53 29,285 63% 28451-28479 Highland Rd Light Industrial 2.53 29,280 50%
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LOCATION YEAR BUILT- BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED ---------------- ---------- ------------ ----------- DETROIT (CONT.) 28825-28909 Highland Rd Romulus, MI 1981 28933-29017 Highland Rd Romulus, MI 1982 28824-28908 Highland Rd Romulus, MI 1982 28932-29016 Highland Rd Romulus, MI 1982 9710-9734 Harrison Road Romulus, MI 1987 9740-9772 Harrison Road Romulus, MI 1987 9840-9868 Harrison Road Romulus, MI 1987 9800-9824 Harrison Road Romulus, MI 1987 29265-29285 Airport Drive Romulus, MI 1983 29185-29225 Airport Drive Romulus, MI 1983 29149-29165 Airport Drive Romulus, MI 1984 29101-29115 Airport Drive Romulus, MI 1985 29031-29045 Airport Drive Romulus, MI 1985 29050-29062 Airport Drive Romulus, MI 1986 29120-29134 Airport Drive Romulus, MI 1986 29200-29214 Airport Drive Romulus, MI 1985 9301-9339 Middlebelt Road Romulus, MI 1983 26980 Trolley Industrial Drive Taylor, MI 1997 33200 Capitol Avenue Livonia, MI 1977 32975 Capitol Avenue Livonia, MI 1978 2725 S. Industrial Highway Ann Arbor, MI 1997 32920 Capitol Avenue Livonia, MI 1973 11862 Brookfield Avenue Livonia, MI 1972 11923 Brookfield Avenue Livonia, MI 1973 11965 Brookfield Avenue Livonia, MI 1973 34005 Schoolcraft Road Livonia, MI 1981 13405 Stark Road Livonia, MI 1980 1170 Chicago Road Troy, MI 1983 1200 Chicago Road Troy, MI 1984 450 Robbins Drive Troy, MI 1976 1230 Chicago Road Troy, MI 1996 12886 Westmore Avenue Livonia, MI 1981 12898 Westmore Avenue Livonia, MI 1981 33025 Industrial Road Livonia, MI 1980 47711 Clipper Street Plymouth Twsp, MI 1996 32975 Industrial Road Livonia, MI 1984 32985 Industrial Road Livonia, MI 1985 32995 Industrial Road Livonia, MI 1983 12874 Westmore Avenue Livonia, MI 1984 33067 Industrial Road Livonia, MI 1984 1775 Bellingham Troy, MI 1987 1785 East Maple Troy, MI 1985 1807 East Maple Troy, MI 1984 9800 Chicago Road Troy, MI 1985 1840 Enterprise Drive Rochester Hills, MI 1990 1885 Enterprise Drive Rochester Hills, MI 1990 1935-55 Enterprise Drive Rochester Hills, MI 1990 5500 Enterprise Court Warren, MI 1989 750 Chicago Road Troy, MI 1986 800 Chicago Road Troy, MI 1985 850 Chicago Road Troy, MI 1984 2805 S. Industrial Highway Ann Arbor, MI 1990 6833 Center Drive Sterling Heights, MI 1998 32201 North Avis Drive Madison Heights, MI 1974 1100 East Mandoline Road Madison Heights, MI 1967 30081 Stephenson Highway Madison Heights, MI 1967 1120 John A. Papalas Drive (f) Lincoln Park, MI 1985 4872 S. Lapeer Road Lake Orion Twsp, MI 1999 775 James L. Hart Parkway Ypsilanti, MI 1999 1400 Allen Drive Troy, MI 1979 1408 Allen Drive Troy, MI 1979 1305 Stephenson Hwy Troy, MI 1979 32505 Industrial Drive Madison Heights, MI 1979 1799-1813 Northfield Drive (e) Rochester Hills, MI 1980 GRAND RAPIDS 5050 Kendrick Court SE Grand Rapids, MI 1988 5015 52nd Street SE Grand Rapids, MI 1987 HOUSTON 2102-2314 Edwards Street Houston, TX 1961
LAND AREA OCCUPANCY AT BUILDING ADDRESS BUILDING TYPE (ACRES) GLA 12/31/02 ---------------- ------------- --------- --- -------- DETROIT (CONT.) 28825-28909 Highland Rd Light Industrial 2.53 29,284 56% 28933-29017 Highland Rd Light Industrial 2.53 29,280 88% 28824-28908 Highland Rd Light Industrial 2.53 29,280 100% 28932-29016 Highland Rd Light Industrial 2.53 29,280 75% 9710-9734 Harrison Road Light Industrial 2.22 25,925 100% 9740-9772 Harrison Road Light Industrial 2.53 29,548 100% 9840-9868 Harrison Road Light Industrial 2.53 29,280 100% 9800-9824 Harrison Road Light Industrial 2.22 25,620 100% 29265-29285 Airport Drive Light Industrial 2.05 23,707 100% 29185-29225 Airport Drive Light Industrial 3.17 36,658 100% 29149-29165 Airport Drive Light Industrial 2.89 33,440 100% 29101-29115 Airport Drive R&D/Flex 2.53 29,287 100% 29031-29045 Airport Drive Light Industrial 2.53 29,280 100% 29050-29062 Airport Drive Light Industrial 2.22 25,837 44% 29120-29134 Airport Drive Light Industrial 2.53 29,282 75% 29200-29214 Airport Drive Light Industrial 2.53 29,282 100% 9301-9339 Middlebelt Road R&D/Flex 1.29 15,173 100% 26980 Trolley Industrial Drive Bulk Warehouse 5.43 102,400 100% 33200 Capitol Avenue Light Industrial 2.16 40,000 100% 32975 Capitol Avenue R&D/Flex 0.99 18,465 100% 2725 S. Industrial Highway Light Industrial 2.63 37,875 23% 32920 Capitol Avenue Reg. Warehouse 0.47 8,000 100% 11862 Brookfield Avenue Light Industrial 0.92 14,600 100% 11923 Brookfield Avenue Light Industrial 0.76 14,600 100% 11965 Brookfield Avenue Light Industrial 0.88 14,600 100% 34005 Schoolcraft Road Light Industrial 1.70 26,100 100% 13405 Stark Road Light Industrial 0.65 9,750 100% 1170 Chicago Road Light Industrial 1.73 21,500 100% 1200 Chicago Road Light Industrial 1.73 26,210 100% 450 Robbins Drive Light Industrial 1.38 19,050 100% 1230 Chicago Road Reg. Warehouse 2.10 30,120 100% 12886 Westmore Avenue Light Industrial 1.01 18,000 100% 12898 Westmore Avenue Light Industrial 1.01 18,000 100% 33025 Industrial Road Light Industrial 1.02 6,250 100% 47711 Clipper Street Reg. Warehouse 2.27 36,926 100% 32975 Industrial Road Light Industrial 1.19 21,000 100% 32985 Industrial Road Light Industrial 0.85 12,040 100% 32995 Industrial Road Light Industrial 1.11 14,280 100% 12874 Westmore Avenue Light Industrial 1.01 16,000 100% 33067 Industrial Road Light Industrial 1.11 18,640 100% 1775 Bellingham R&D/Flex 1.88 28,900 100% 1785 East Maple Light Industrial 0.80 10,200 100% 1807 East Maple R&D/Flex 2.15 28,100 100% 9800 Chicago Road Light Industrial 1.09 14,280 100% 1840 Enterprise Drive R&D/Flex 2.42 33,240 42% 1885 Enterprise Drive Light Industrial 1.47 19,604 100% 1935-55 Enterprise Drive R&D/Flex 4.54 53,400 100% 5500 Enterprise Court R&D/Flex 3.93 53,900 100% 750 Chicago Road Light Industrial 1.54 26,709 0% 800 Chicago Road Light Industrial 1.48 24,340 100% 850 Chicago Road Light Industrial 0.97 16,049 100% 2805 S. Industrial Highway R&D/Flex 1.70 24,458 90% 6833 Center Drive Reg. Warehouse 4.42 66,132 100% 32201 North Avis Drive R&D/Flex 4.19 50,000 100% 1100 East Mandoline Road Bulk Warehouse 8.19 117,903 0% 30081 Stephenson Highway Light Industrial 2.50 50,750 100% 1120 John A. Papalas Drive (f) Light Industrial 10.30 120,410 100% 4872 S. Lapeer Road Bulk Warehouse 9.58 125,605 100% 775 James L. Hart Parkway Reg. Warehouse 7.65 55,535 100% 1400 Allen Drive Reg. Warehouse 1.98 27,280 100% 1408 Allen Drive Light Industrial 1.44 19,704 100% 1305 Stephenson Hwy Reg. Warehouse 3.42 47,000 100% 32505 Industrial Drive Light Industrial 3.07 47,013 100% 1799-1813 Northfield Drive (e) Light Industrial 4.22 67,360 100% --------- --- SUBTOTAL OR AVERAGE 3,851,453 90% --------- --- GRAND RAPIDS 5050 Kendrick Court SE Manufacturing 26.94 413,500 100% 5015 52nd Street SE Light Industrial 4.50 61,250 100% --------- --- SUBTOTAL OR AVERAGE 474,750 100% --------- --- HOUSTON 2102-2314 Edwards Street Bulk Warehouse 5.02 115,248 100%
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LOCATION YEAR BUILT- BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED ---------------- ---------- ------------ ----------- HOUSTON (CONT.) 4545 Eastpark Drive Houston, TX 1972 3351 Rauch Street Houston, TX 1970 3851 Yale Street Houston, TX 1971 3337-3347 Rauch Street Houston, TX 1970 8505 North Loop East Houston, TX 1981 4749-4799 Eastpark Dr. Houston, TX 1979 4851 Homestead Road Houston, TX 1973 3365-3385 Rauch Street Houston, TX 1970 5050 Campbell Road Houston, TX 1970 4300 Pine Timbers Houston, TX 1980 7901 Blankenship Houston, TX 1972 2500-2530 Fairway Park Houston, TX 1974 6550 Longpointe Houston, TX 1980 1815 Turning Basin Drive Houston, TX 1980 1819 Turning Basin Drive Houston, TX 1980 1805 Turning Basin Drive Houston, TX 1980 7000 Empire Drive Houston, TX 1980 9777 West Gulfbank Drive Houston, TX 1980 9835 A Genard Road Houston, TX 1980 9835 B Genard Road Houston, TX 1980 10161 Harwin Drive Houston, TX 1979/1981 10165 Harwin Drive Houston, TX 1979/1981 10175 Harwin Drive Houston, TX 1979/1981 10325-10415 Landsbury Drive (f) Houston, TX 1982 INDIANAPOLIS 2400 North Shadeland Indianapolis, IN 1970 2402 North Shadeland Indianapolis, IN 1970 7901 West 21st Street Indianapolis, IN 1985 1445 Brookville Way Indianapolis, IN 1989 1440 Brookville Way Indianapolis, IN 1990 1240 Brookville Way Indianapolis, IN 1990 1220 Brookville Way Indianapolis, IN 1990 1345 Brookville Way Indianapolis, IN (b) 1992 1350 Brookville Way Indianapolis, IN 1994 1341 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 1322-1438 Sadlier Circle East Dr Indianapolis, IN (b) 1971/1992 1327-1441 Sadlier Circle East Dr Indianapolis, IN (b) 1992 1304 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 1402 Sadlier Circle East Drive Indianapolis, IN (b) 1970/1992 1504 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 1311 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 1365 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 1352-1354 Sadlier Circle E. Drive Indianapolis, IN (b) 1970/1992 1335 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 1327 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 1425 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 1230 Brookville Way Indianapolis, IN 1995 6951 East 30th Street Indianapolis, IN 1995 6701 East 30th Street Indianapolis, IN 1995 6737 East 30th Street Indianapolis, IN 1995 1225 Brookville Way Indianapolis, IN 1997 6555 East 30th Street Indianapolis, IN 1969/1981 2432-2436 Shadeland Indianapolis, IN 1968 8402-8440 East 33rd Street Indianapolis, IN 1977 8520-8630 East 33rd Street Indianapolis, IN 1976 8710-8768 East 33rd Street Indianapolis, IN 1979 3316-3346 North Pagosa Court Indianapolis, IN 1977 3331 Raton Court Indianapolis, IN 1979 6751 East 30th Street Indianapolis, IN 1997 6041 Guion Road Indianapolis, IN 1968 9210 East 146th Street Noblesville, IN 1978 LOS ANGELES 5220 Fourth Street Irwindale,CA 2000 15705 Arrow Highway Irwindale,CA 1987 15709 Arrow Highway Irwindale,CA 1987 6407-6419 Alondra Blvd. Paramount, CA 1985 6423-6431 Alondra Blvd. Paramount, CA 1985 15101-15141 S. Figueroa Street (e) Los Angeles, CA 1982 20816-18 Higgins Court Torrance, CA 1981
LAND AREA OCCUPANCY AT BUILDING ADDRESS BUILDING TYPE (ACRES) GLA 12/31/02 ---------------- ------------- --------- --- -------- HOUSTON (CONT.) 4545 Eastpark Drive Reg. Warehouse 3.80 81,295 100% 3351 Rauch Street Reg. Warehouse 4.04 82,500 100% 3851 Yale Street Bulk Warehouse 5.77 132,554 13% 3337-3347 Rauch Street Reg. Warehouse 2.29 53,425 74% 8505 North Loop East Bulk Warehouse 4.99 107,769 100% 4749-4799 Eastpark Dr. Bulk Warehouse 7.75 182,563 79% 4851 Homestead Road Bulk Warehouse 3.63 142,250 100% 3365-3385 Rauch Street Reg. Warehouse 3.31 82,140 83% 5050 Campbell Road Bulk Warehouse 6.10 121,875 100% 4300 Pine Timbers Bulk Warehouse 4.76 113,400 58% 7901 Blankenship Light Industrial 2.17 48,000 100% 2500-2530 Fairway Park Bulk Warehouse 8.72 213,638 100% 6550 Longpointe Bulk Warehouse 4.13 97,700 100% 1815 Turning Basin Drive Bulk Warehouse 6.34 139,630 100% 1819 Turning Basin Drive Light Industrial 2.85 65,494 100% 1805 Turning Basin Drive Bulk Warehouse 7.60 155,250 100% 7000 Empire Drive R&D/Flex 6.25 95,073 75% 9777 West Gulfbank Drive Light Industrial 15.45 252,242 74% 9835 A Genard Road Bulk Warehouse 39.20 417,350 100% 9835 B Genard Road Reg. Warehouse 6.40 66,600 100% 10161 Harwin Drive R&D/Flex 5.27 73,052 75% 10165 Harwin Drive R&D/Flex 2.31 31,987 100% 10175 Harwin Drive Light Industrial 2.85 39,475 95% 10325-10415 Landsbury Drive (f) Light Industrial 265.00 131,000 100% --------- --- SUBTOTAL OR AVERAGE 3,041,510 89% --------- --- INDIANAPOLIS 2400 North Shadeland Reg. Warehouse 2.45 40,000 100% 2402 North Shadeland Bulk Warehouse 7.55 121,539 100% 7901 West 21st Street Bulk Warehouse 12.00 353,000 84% 1445 Brookville Way Bulk Warehouse 8.79 115,200 91% 1440 Brookville Way Bulk Warehouse 9.64 166,400 100% 1240 Brookville Way Light Industrial 3.50 63,000 50% 1220 Brookville Way R&D/Flex 2.10 10,000 100% 1345 Brookville Way Bulk Warehouse 5.50 130,736 89% 1350 Brookville Way Reg. Warehouse 2.87 38,460 37% 1341 Sadlier Circle East Drive Light Industrial 2.03 32,400 75% 1322-1438 Sadlier Circle East Dr Light Industrial 3.79 36,000 93% 1327-1441 Sadlier Circle East Dr Light Industrial 5.50 54,000 93% 1304 Sadlier Circle East Drive Reg. Warehouse 2.42 17,600 100% 1402 Sadlier Circle East Drive Light Industrial 4.13 40,800 62% 1504 Sadlier Circle East Drive Manufacturing 4.14 54,000 100% 1311 Sadlier Circle East Drive R&D/Flex 1.78 13,200 100% 1365 Sadlier Circle East Drive Light Industrial 2.16 30,000 100% 1352-1354 Sadlier Circle E. Drive Light Industrial 3.50 44,000 100% 1335 Sadlier Circle East Drive R&D/Flex 1.20 20,000 100% 1327 Sadlier Circle East Drive Reg. Warehouse 1.20 12,800 100% 1425 Sadlier Circle East Drive R&D/Flex 2.49 5,000 100% 1230 Brookville Way Reg. Warehouse 1.96 15,000 100% 6951 East 30th Street Light Industrial 3.81 44,000 100% 6701 East 30th Street Light Industrial 3.00 7,820 100% 6737 East 30th Street Reg. Warehouse 11.01 87,500 74% 1225 Brookville Way Light Industrial 1.00 10,000 100% 6555 East 30th Street Bulk Warehouse 22.00 331,826 78% 2432-2436 Shadeland Light Industrial 4.57 70,560 56% 8402-8440 East 33rd Street Light Industrial 4.70 55,200 72% 8520-8630 East 33rd Street Light Industrial 5.30 81,000 72% 8710-8768 East 33rd Street Light Industrial 4.70 43,200 100% 3316-3346 North Pagosa Court Light Industrial 5.10 81,000 58% 3331 Raton Court Light Industrial 2.80 35,000 0% 6751 East 30th Street Bulk Warehouse 6.34 100,000 66% 6041 Guion Road Light Industrial 2.80 40,000 100% 9210 East 146th Street Reg. Warehouse 11.91 23,950 100% --------- --- SUBTOTAL OR AVERAGE 2,424,191 82% --------- --- LOS ANGELES 5220 Fourth Street Light Industrial 1.28 28,800 91% 15705 Arrow Highway Light Industrial 0.75 16,792 100% 15709 Arrow Highway Light Industrial 1.10 24,000 100% 6407-6419 Alondra Blvd. Light Industrial 0.90 16,392 100% 6423-6431 Alondra Blvd. Light Industrial 0.76 13,765 100% 15101-15141 S. Figueroa Street (e) Reg. Warehouse 4.70 129,600 40% 20816-18 Higgins Court Light Industrial 0.35 7,300 100%
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LOCATION YEAR BUILT- BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED ---------------- ---------- ------------ ----------- LOS ANGELES (CONT.) 21136 South Wilmington Ave. Carson, CA 1989 19914 Via Baron Way Rancho Dominguez,CA (a) 1973 2035 E. Vista Bella Way Rancho Dominguez,CA (c) 1972 14141 Alondra Blvd. Sante Fe Springs, CA 1969 12616 Yukon Ave. Hawthorne, CA 1987 3355 El Segundo Blvd. (f) Hawthorne, CA 1959 12621 Cerise Hawthorne, CA 1959 1830 W. 208th Street Torrance, CA 1981 20807-09 Higgins Court Torrance, CA 1981 20801-03 Higgins Court Torrance, CA 1981 20817-19 S. Western Ave. Torrance, CA 1981 20915-17 S. Western Ave. Torrance, CA 1981 20908-10 Higgins Court Torrance, CA 1981 20914-16 Higgins Court Torrance, CA 1981 12700-12712 Yukon Ave. (f) Hawthorne, CA 1960 42374 Avenida Alvarado (f) Temecula, CA 1987 LOUISVILLE 9001 Cane Run Road Louisville, KY 1998 9101 Cane Run Road Louisville, KY 2000 MILWAUKEE 6523 N. Sydney Place Glendale, WI 1978 8800 W. Bradley Milwaukee, WI 1982 4560 North 124th Street Wauwatosa, WI 1976 4410 80 North 132nd Street Butler, WI 1999 MINNEAPOLIS/ST. PAUL 6507-6545 Cecilia Circle Bloomington, MN 1980 1275 Corporate Center Drive Eagan, MN 1990 1279 Corporate Center Drive Eagan, MN 1990 6201 West 111th Street Bloomington, MN 1987 6403-6545 Cecilia Drive Bloomington, MN 1980 6925-6943 Washington Avenue Edina, MN 1972 6955-6973 Washington Avenue Edina, MN 1972 7251-7267 Washington Avenue Edina, MN 1972 7301-7325 Washington Avenue Edina, MN 1972 7101 Winnetka Avenue North Brooklyn Park, MN 1990 7600 Golden Triangle Drive Eden Prairie, MN 1989 9901 West 74th Street Eden Prairie, MN 1983/88 11201 Hampshire Avenue South Bloomington, MN 1986 12220-12222 Nicollet Avenue Burnsville, MN 1989/90 12250-12268 Nicollet Avenue Burnsville, MN 1989/90 12224-12226 Nicollet Avenue Burnsville, MN 1989/90 980 Lone Oak Road Eagan, MN 1992 990 Lone Oak Road Eagan, MN 1989 1030 Lone Oak Road Eagan, MN 1988 1060 Lone Oak Road Eagan, MN 1988 5400 Nathan Lane Plymouth, MN 1990 6464 Sycamore Court Maple Grove, MN 1990 10120 W. 76th Street Eden Prairie, MN 1987 7615 Golden Triangle Eden Prairie, MN 1987 7625 Golden Triangle Drive Eden Prairie, MN 1987 2605 Fernbrook Lane North Plymouth, MN 1987 12155 Nicollet Avenue Burnsville, MN 1995 73rd Avenue North Brooklyn Park, MN 1995 1905 W. Country Road C Roseville, MN 1993 2720 Arthur Street Roseville, MN 1995 10205 51st Avenue North Plymouth, MN 1990 4100 Peavey Road Chaska, MN 1988 11300 Hampshire Ave. South Bloomington, MN 1983 375 Rivertown Drive Woodbury, MN 1996 5205 Highway 169 Plymouth, MN 1960 6451-6595 Citywest Parkway Eden Prairie, MN 1984 7500-7546 Washington Square Eden Prairie, MN 1975 7550-7558 Washington Square Eden Prairie, MN 1975 5240-5300 Valley Ind. Blvd S Shakopee, MN 1973 7125 Northland Terrace Brooklyn Park, MN 1996 6900 Shady Oak Road Eden Prairie, MN 1980 6477-6525 City West Parkway Eden Prairie, MN 1984 1157 Valley Park Drive Shakopee, MN 1997
LAND AREA OCCUPANCY AT BUILDING ADDRESS BUILDING TYPE (ACRES) GLA 12/31/02 ---------------- ------------- --------- --- ------------ LOS ANGELES (CONT.) 21136 South Wilmington Ave. Bulk Warehouse 6.02 115,702 100% 19914 Via Baron Way Bulk Warehouse 11.69 234,800 100% 2035 E. Vista Bella Way Bulk Warehouse 14.15 230,000 100% 14141 Alondra Blvd. Bulk Warehouse 23.90 396,095 100% 12616 Yukon Ave. Reg. Warehouse 1.89 43,676 100% 3355 El Segundo Blvd. (f) Light Industrial 2.79 56,353 100% 12621 Cerise Light Industrial 1.11 27,000 100% 1830 W. 208th Street Light Industrial 0.51 7,800 100% 20807-09 Higgins Court Light Industrial 0.38 8,048 100% 20801-03 Higgins Court Light Industrial 0.41 8,086 100% 20817-19 S. Western Ave. Light Industrial 0.35 7,300 100% 20915-17 S. Western Ave. Light Industrial 0.35 7,300 100% 20908-10 Higgins Court Light Industrial 0.35 7,300 100% 20914-16 Higgins Court Light Industrial 0.35 6,100 100% 12700-12712 Yukon Ave. (f) R&D/Flex 4.13 68,672 68% 42374 Avenida Alvarado (f) Reg. Warehouse 5.00 103,008 99% --------- --- SUBTOTAL OR AVERAGE 1,563,889 93% --------- --- LOUISVILLE 9001 Cane Run Road Bulk Warehouse 39.60 212,500 76% 9101 Cane Run Road Bulk Warehouse 14.00 231,000 100% --------- --- SUBTOTAL OR AVERAGE 443,500 89% --------- --- MILWAUKEE 6523 N. Sydney Place Light Industrial 4.00 43,440 100% 8800 W. Bradley Light Industrial 8.00 77,621 100% 4560 North 124th Street Light Industrial 1.31 25,000 100% 4410 80 North 132nd Street Bulk Warehouse 4.90 100,000 99% --------- --- SUBTOTAL OR AVERAGE 246,061 100% --------- --- MINNEAPOLIS/ST. PAUL 6507-6545 Cecilia Circle Manufacturing 9.65 74,118 96% 1275 Corporate Center Drive Light Industrial 1.50 19,675 100% 1279 Corporate Center Drive Light Industrial 1.50 19,792 100% 6201 West 111th Street Bulk Warehouse 37.00 424,866 100% 6403-6545 Cecilia Drive Light Industrial 9.65 87,560 97% 6925-6943 Washington Avenue Manufacturing 2.75 37,625 100% 6955-6973 Washington Avenue Manufacturing 2.25 31,189 96% 7251-7267 Washington Avenue Light Industrial 1.82 26,250 70% 7301-7325 Washington Avenue Light Industrial 1.92 27,297 76% 7101 Winnetka Avenue North Bulk Warehouse 14.18 252,978 69% 7600 Golden Triangle Drive R&D/Flex 6.79 74,148 100% 9901 West 74th Street Reg. Warehouse 8.86 153,813 100% 11201 Hampshire Avenue South Manufacturing 5.90 60,480 100% 12220-12222 Nicollet Avenue Light Industrial 1.80 17,116 100% 12250-12268 Nicollet Avenue Light Industrial 4.30 42,365 100% 12224-12226 Nicollet Avenue R&D/Flex 2.40 23,607 78% 980 Lone Oak Road Reg. Warehouse 11.40 154,950 74% 990 Lone Oak Road Reg. Warehouse 11.41 163,607 94% 1030 Lone Oak Road Light Industrial 6.30 83,076 100% 1060 Lone Oak Road Light Industrial 6.50 82,728 100% 5400 Nathan Lane Light Industrial 5.70 72,089 100% 6464 Sycamore Court Manufacturing 6.40 79,702 100% 10120 W. 76th Street Light Industrial 4.52 59,030 100% 7615 Golden Triangle Light Industrial 4.61 52,816 100% 7625 Golden Triangle Drive Light Industrial 4.61 73,168 70% 2605 Fernbrook Lane North R&D/Flex 6.37 80,766 100% 12155 Nicollet Avenue Reg. Warehouse 5.80 48,000 100% 73rd Avenue North R&D/Flex 4.46 59,782 100% 1905 W. Country Road C R&D/Flex 4.60 47,735 92% 2720 Arthur Street R&D/Flex 6.06 74,337 100% 10205 51st Avenue North Reg. Warehouse 2.00 30,476 0% 4100 Peavey Road Manufacturing 8.27 78,029 80% 11300 Hampshire Ave. South Bulk Warehouse 9.94 145,210 100% 375 Rivertown Drive Bulk Warehouse 11.33 251,968 100% 5205 Highway 169 Light Industrial 7.92 98,844 90% 6451-6595 Citywest Parkway R&D/Flex 6.98 82,769 83% 7500-7546 Washington Square Light Industrial 5.40 46,285 53% 7550-7558 Washington Square Light Industrial 2.70 29,739 100% 5240-5300 Valley Ind. Blvd S Light Industrial 9.06 80,001 25% 7125 Northland Terrace R&D/Flex 5.89 79,958 100% 6900 Shady Oak Road R&D/Flex 4.60 49,190 100% 6477-6525 City West Parkway R&D/Flex 7.00 89,113 77% 1157 Valley Park Drive Bulk Warehouse 9.97 126,014 100%
23
LOCATION YEAR BUILT- BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED ---------------- ---------- ------------ ----------- MINNEAPOLIS/ST. PAUL (CONT.) 500-530 Kasota Avenue SE Minneapolis, MN 1976 770-786 Kasota Avenue SE Minneapolis, MN 1976 800 Kasota Avenue SE Minneapolis, MN 1976 2530-2570 Kasota Avenue St. Paul, MN 1976 504 Malcolm Ave. SE Minneapolis, MN 1999 5555 12th Avenue East Shakopee, MN 2000 NASHVILLE 417 Harding Industrial Drive Nashville, TN 1972 3099 Barry Drive Portland, TN 1995 3150 Barry Drive Portland, TN 1993 5599 Highway 31 West Portland, TN 1995 1650 Elm Hill Pike Nashville, TN 1984 1102 Appleton Drive Nashville, TN 1984 1931 Air Lane Drive Nashville, TN 1984 470 Metroplex Drive (e) Nashville, TN 1986 1150 Antiock Pike Nashville, TN 1987 4640 Cummings Park Nashville, TN 1986 211 Nesbitt North Nashville, TN 1983 211 Nesbitt South Nashville, TN 1983 211 Nesbitt West Nashville, TN 1985 556 Metroplex Drive Nashville, TN 1983 7600 Eastgate Blvd. Lebanon, TN 2002 NORTHERN NEW JERSEY 60 Ethel Road West Piscataway, NJ 1982 70 Ethel Road West Piscataway, NJ 1979 601-629 Montrose Avenue South Plainfield, NJ 1974 9 Princess Road Lawrenceville, NJ 1985 11 Princess Road Lawrenceville, NJ 1985 15 Princess Road Lawrenceville, NJ 1986 17 Princess Road Lawrenceville, NJ 1986 220 Hanover Avenue Hanover, NJ 1987 244 Shefield Street Mountainside, NJ 1965/1986 31 West Forest Street (e) Englewood, NJ 1978 25 World's Fair Drive Franklin, NJ 1986 14 World's Fair Drive Franklin, NJ 1980 16 World's Fair Drive Franklin, NJ 1981 18 World's Fair Drive Franklin, NJ 1982 23 World's Fair Drive Franklin, NJ 1982 12 World's Fair Drive Franklin, NJ 1981 49 Napoleon Court Franklin, NJ 1982 50 Napoleon Court Franklin, NJ 1982 22 World's Fair Drive Franklin, NJ 1983 26 World's Fair Drive Franklin, NJ 1984 24 World's Fair Drive Franklin, NJ 1984 20 World's Fair Drive Lot 13 Sumerset, NJ 1999 10 New Maple Road Pine Brook, NJ 1973/1999 60 Chapin Road Pine Brook, NJ 1977/2000 45 Route 46 Pine Brook, NJ 1974/1987 43 Route 46 Pine Brook, NJ 1974/1987 39 Route 46 Pine Brook, NJ 1970 26 Chapin Road Pine Brook, NJ 1983 30 Chapin Road Pine Brook, NJ 1983 20 Hook Mountain Road Pine Brook, NJ 1972/1984 30 Hook Mountain Road Pine Brook, NJ 1972/1987 55 Route 46 Pine Brook, NJ 1978/1994 16 Chapin Road Pine Brook, NJ 1987 20 Chapin Road Pine Brook, NJ 1987 Sayreville Lot 4 Sayreville, NJ 2001 400 Raritan Center Parkway Edison, NJ 1983 300 Columbus Circle Edison, NJ 1983 400 Apgar Franklin Twnship, NJ 1987 500 Apgar Franklin Twnship, NJ 1987 201 Circle Dr. North Piscataway, NJ 1987 1 Pearl Ct. Allendale, NJ 1978 2 Pearl Ct. Allendale, NJ 1979 3 Pearl Ct. Allendale, NJ 1978 4 Pearl Ct. Allendale, NJ 1979 5 Pearl Ct. Allendale, NJ 1977 6 Pearl Ct. Allendale, NJ 1980
LAND ARE OCCUPANCY AT BUILDING ADDRESS BUILDING TYPE (ACRES) GLA 12/31/02 ---------------- ------------- -------- --- ------------ MINNEAPOLIS/ST. PAUL (CONT.) 500-530 Kasota Avenue SE Manufacturing 4.47 85,442 12% 770-786 Kasota Avenue SE Manufacturing 3.16 56,388 100% 800 Kasota Avenue SE Manufacturing 4.10 100,250 100% 2530-2570 Kasota Avenue Manufacturing 4.56 75,426 62% 504 Malcolm Ave. SE Bulk Warehouse 7.50 143,066 100% 5555 12th Avenue East Bulk Warehouse 7.81 128,593 36% --------- --- SUBTOTAL OR AVERAGE 4,281,426 87% --------- --- NASHVILLE 417 Harding Industrial Drive Bulk Warehouse 13.70 207,440 100% 3099 Barry Drive Manufacturing 6.20 109,058 0% 3150 Barry Drive Bulk Warehouse 26.32 268,253 100% 5599 Highway 31 West Bulk Warehouse 20.00 161,500 0% 1650 Elm Hill Pike Light Industrial 3.46 41,228 100% 1102 Appleton Drive Light Industrial 1.73 28,022 34% 1931 Air Lane Drive Light Industrial 10.11 87,549 92% 470 Metroplex Drive (e) Light Industrial 8.11 102,040 100% 1150 Antiock Pike Bulk Warehouse 9.83 146,055 81% 4640 Cummings Park Bulk Warehouse 14.69 100,000 100% 211 Nesbitt North Bulk Warehouse 6.12 135,625 100% 211 Nesbitt South Bulk Warehouse 6.10 135,925 100% 211 Nesbitt West Bulk Warehouse 3.05 67,500 100% 556 Metroplex Drive Light Industrial 3.66 43,026 100% 7600 Eastgate Blvd. Bulk Warehouse 22.10 423,500 100% --------- --- SUBTOTAL OR AVERAGE 2,056,721 84% --------- --- NORTHERN NEW JERSEY 60 Ethel Road West Light Industrial 3.93 42,820 100% 70 Ethel Road West Light Industrial 3.78 62,000 100% 601-629 Montrose Avenue Light Industrial 5.83 75,000 100% 9 Princess Road R&D/Flex 2.36 24,375 100% 11 Princess Road R&D/Flex 5.33 55,000 91% 15 Princess Road R&D/Flex 2.00 20,625 82% 17 Princess Road R&D/Flex 1.82 18,750 100% 220 Hanover Avenue Bulk Warehouse 29.27 158,242 100% 244 Shefield Street Light Industrial 2.20 23,430 100% 31 West Forest Street (e) Light Industrial 6.00 110,000 100% 25 World's Fair Drive R&D/Flex 1.81 20,000 100% 14 World's Fair Drive R&D/Flex 4.53 60,000 100% 16 World's Fair Drive Light Industrial 3.62 43,400 0% 18 World's Fair Drive R&D/Flex 1.06 13,000 100% 23 World's Fair Drive Light Industrial 1.20 16,000 100% 12 World's Fair Drive Light Industrial 3.85 65,000 100% 49 Napoleon Court Light Industrial 2.06 32,500 100% 50 Napoleon Court Light Industrial 1.52 20,158 100% 22 World's Fair Drive Light Industrial 3.52 50,000 80% 26 World's Fair Drive Light Industrial 3.41 47,000 89% 24 World's Fair Drive Light Industrial 3.45 47,000 93% 20 World's Fair Drive Lot 13 R&D/Flex 4.25 30,000 100% 10 New Maple Road Bulk Warehouse 18.13 265,376 100% 60 Chapin Road Bulk Warehouse 13.61 259,230 100% 45 Route 46 Light Industrial 6.54 84,284 61% 43 Route 46 Light Industrial 2.48 35,629 63% 39 Route 46 R&D/Flex 1.64 22,249 87% 26 Chapin Road Light Industrial 5.15 76,127 92% 30 Chapin Road Light Industrial 5.15 75,688 74% 20 Hook Mountain Road Bulk Warehouse 14.02 213,991 98% 30 Hook Mountain Road Light Industrial 3.36 51,570 100% 55 Route 46 R&D/Flex 2.13 24,051 72% 16 Chapin Road R&D/Flex 4.61 68,358 74% 20 Chapin Road R&D/Flex 5.69 84,571 100% Sayreville Lot 4 Light Industrial 6.88 62,400 92% 400 Raritan Center Parkway Light Industrial 7.16 81,190 100% 300 Columbus Circle R&D/Flex 9.38 123,029 60% 400 Apgar Bulk Warehouse 14.34 111,824 74% 500 Apgar Reg. Warehouse 5.00 58,585 100% 201 Circle Dr. North Bulk Warehouse 5.24 113,697 94% 1 Pearl Ct. Light Industrial 3.00 46,400 100% 2 Pearl Ct. Light Industrial 3.00 39,170 100% 3 Pearl Ct. Light Industrial 3.00 40,650 100% 4 Pearl Ct. Light Industrial 3.00 41,227 73% 5 Pearl Ct. Light Industrial 3.00 37,343 35% 6 Pearl Ct. Light Industrial 10.40 99,700 95%
24
LOCATION YEAR BUILT- BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED ---------------- ---------- ------------ ----------- NORTHERN NEW JERSEY (CONT.) 7 Pearl Ct. Allendale, NJ 1979 59 Route 17 Allendale, NJ 1979 PHOENIX 1045 South Edward Drive Tempe, AZ 1976 46 n. 49th Ave. Phoenix, AZ 1986 PORTLAND 5687 International Way (g) Milwaukee, OR 1974 5795 SW Jean Road (f) Lake Oswego, OR 1985 12130 NE Ainsworth Circle (e) Portland, OR 1986 5509 NW 122nd Ave (e) Milwaukee, OR 1995 6105-6113 NE 92nd Avenue (g) Portland, OR 1978/1986 8727 NE Marx Drive (f) Portland, OR 1987 3388 SE 20th Street Portland, OR 1981 5962-5964 NE 87th Avenue Portland, OR 1979 11620 NE Ainsworth Circle Portland, OR 1992 11824 NE Ainsworth Circle Portland, OR 1992 12124 NE Ainsworth Circle Portland, OR 1984 11632 NE Ainsworth Circle Portland, OR 1990 SALT LAKE CITY 2255 South 300 West (j) Salt Lake City, UT 1980 512 Lawndale Drive (k) Salt Lake City, UT 1981 1270 West 2320 South West Valley, UT 1986/92 1275 West 2240 South West Valley, UT 1986/92 1288 West 2240 South West Valley, UT 1986/92 2235 South 1300 West West Valley, UT 1986/92 1293 West 2200 South West Valley, UT 1986/92 1279 West 2200 South West Valley, UT 1986/92 1272 West 2240 South West Valley, UT 1986/92 1149 West 2240 South West Valley, UT 1986/92 1142 West 2320 South West Valley, UT 1987/1997 1152 West 2240 South West Valley, UT 1999 SOUTHERN NEW JERSEY 2-5 North Olnev Ave. Cherry Hill, NJ 1963/85 2 Springdale Road Cherry Hill, NJ 1968 4 Springdale Road (e) Cherry Hill, NJ 1963/85 8 Springdale Road Cherry Hill, NJ 1966 2050 Springdale Road Cherry Hill, NJ 1965 1 Esterbrook Lane Cherry Hill, NJ 1965 16 Springdale Road Cherry Hill, NJ 1967 5 Esterbrook Lane Cherry Hill, NJ 1966/88 2 Pin Oak Lane Cherry Hill, NJ 1968 6 Esterbrook Lane Cherry Hill, NJ 1966 3 Computer Drive Cherry Hill, NJ 1966 28 Springdale Road Cherry Hill, NJ 1967 3 Esterbrook Lane Cherry Hill, NJ 1968 4 Esterbrook Lane Cherry Hill, NJ 1969 26 Springdale Road Cherry Hill, NJ 1968 1 Keystone Ave. Cherry Hill, NJ 1969 1919 Springdale Road Cherry Hill, NJ 1970 21 Olnev Ave. Cherry Hill, NJ 1969 19 Olnev Ave. Cherry Hill, NJ 1971 2 Keystone Ave. Cherry Hill, NJ 1970 18 Olnev Ave. Cherry Hill, NJ 1974 2030 Springdale Road Cherry Hill, NJ 1977 55 Carnegie Drive Cherry Hill, NJ 1988 5 Carnegie Drive Cherry Hill, NJ 1987 111 Whittendale Drive Morrestown, NJ 1991/1996 9 Whittendale Drive Morrestown, NJ 2000 1931 Olney Road Cherry Hill, NJ 1969 ST. LOUIS 2121 Chapin Industrial Drive Vinita Park, MO 1969/94 10431-10449 Midwest Industrial Olivette, MO 1967 10751 Midwest Industrial Blvd. Olivette, MO 1965 6951 N. Hanley (e) Hazelwood, MO 1965 4560 Anglum Road Hazelwood, MO 1970 1037 Warson - Bldg A St. Louis, MO 1968
LAND AREA OCCUPANCY AT BUILDING ADDRESS BUILDING TYPE (ACRES) GLA 12/31/02 ---------------- ------------- --------- --- ------------ NORTHERN NEW JERSEY (CONT.) 7 Pearl Ct. Light Industrial 6.50 44,750 110% 59 Route 17 Light Industrial 5.90 60,000 100% --------- ---- SUBTOTAL OR AVERAGE 3,255,389 91% --------- ---- PHOENIX 1045 South Edward Drive Light Industrial 2.12 38,560 0% 46 n. 49th Ave. Reg. Warehouse 5.16 82,288 100% --------- ----- SUBTOTAL OR AVERAGE 120,848 68% --------- ---- PORTLAND 5687 International Way (g) Light Industrial 3.71 52,080 87% 5795 SW Jean Road (f) Light Industrial 3.02 37,352 73% 12130 NE Ainsworth Circle (e) R&D/Flex 4.39 53,021 100% 5509 NW 122nd Ave (e) Light Industrial 2.51 26,850 100% 6105-6113 NE 92nd Avenue (g) Light Industrial 7.42 145,250 100% 8727 NE Marx Drive (f) Light Industrial 6.59 111,000 100% 3388 SE 20th Street Light Industrial 0.25 11,810 69% 5962-5964 NE 87th Avenue Light Industrial 1.28 14,000 100% 11620 NE Ainsworth Circle Light Industrial 1.55 10,000 100% 11824 NE Ainsworth Circle Light Industrial 2.13 20,812 54% 12124 NE Ainsworth Circle Light Industrial 2.52 29,040 100% 11632 NE Ainsworth Circle Light Industrial 9.63 124,610 100% --------- ---- SUBTOTAL OR AVERAGE 635,825 95% --------- ---- SALT LAKE CITY 2255 South 300 West (j) Light Industrial 4.56 103,018 83% 512 Lawndale Drive (k) Light Industrial 35.00 396,372 88% 1270 West 2320 South R&D/Flex 1.49 13,025 100% 1275 West 2240 South R&D/Flex 2.06 38,227 100% 1288 West 2240 South R&D/Flex 0.97 13,300 57% 2235 South 1300 West Light Industrial 1.22 19,000 75% 1293 West 2200 South R&D/Flex 0.86 13,300 100% 1279 West 2200 South R&D/Flex 0.91 13,300 32% 1272 West 2240 South Light Industrial 3.07 34,870 64% 1149 West 2240 South Light Industrial 1.71 21,250 100% 1142 West 2320 South Light Industrial 1.52 17,500 100% 1152 West 2240 South R&D/Flex 13.56 55,785 57% --------- ---- SUBTOTAL OR AVERAGE 738,947 84% --------- ---- SOUTHERN NEW JERSEY 2-5 North Olnev Ave. Light Industrial 2.10 58,139 100% 2 Springdale Road Light Industrial 1.44 21,008 100% 4 Springdale Road (e) Light Industrial 3.02 58,189 100% 8 Springdale Road Light Industrial 3.02 45,054 93% 2050 Springdale Road Light Industrial 3.40 51,060 100% 1 Esterbrook Lane Light Industrial 1.71 8,610 100% 16 Springdale Road Light Industrial 5.30 48,922 100% 5 Esterbrook Lane Reg. Warehouse 5.45 39,167 100% 2 Pin Oak Lane Light Industrial 4.45 51,230 44% 6 Esterbrook Lane Light Industrial 3.96 32,914 100% 3 Computer Drive Bulk Warehouse 11.40 181,000 67% 28 Springdale Road Light Industrial 2.93 38,949 100% 3 Esterbrook Lane Light Industrial 2.15 32,844 100% 4 Esterbrook Lane Light Industrial 3.42 39,266 100% 26 Springdale Road Light Industrial 3.25 29,492 100% 1 Keystone Ave. Light Industrial 4.15 60,983 80% 1919 Springdale Road Light Industrial 5.13 49,300 100% 21 Olnev Ave. Manufacturing 1.75 22,738 100% 19 Olnev Ave. Light Industrial 4.36 53,962 100% 2 Keystone Ave. Light Industrial 3.47 50,922 81% 18 Olnev Ave. Light Industrial 8.85 62,542 100% 2030 Springdale Road Light Industrial 6.24 88,872 100% 55 Carnegie Drive Reg. Warehouse 15.20 90,804 100% 5 Carnegie Drive Bulk Warehouse 13.70 142,750 100% 111 Whittendale Drive Reg. Warehouse 5.00 79,329 100% 9 Whittendale Drive Light Industrial 5.51 52,800 100% 1931 Olney Road Light Industrial 2.90 45,770 100% --------- ---- 1,536,616 93% SUBTOTAL OR AVERAGE --------- ---- ST. LOUIS 2121 Chapin Industrial Drive Bulk Warehouse 23.40 281,105 78% 10431-10449 Midwest Industrial Light Industrial 2.40 55,125 100% 10751 Midwest Industrial Blvd. Light Industrial 1.70 44,100 0% 6951 N. Hanley (e) Bulk Warehouse 9.50 129,614 100% 4560 Anglum Road Light Industrial 2.60 35,114 100% 1037 Warson - Bldg A Light Industrial 4.00 64,143 100%
25
LOCATION YEAR BUILT- BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED ---------------- ---------- ------------ ----------- ST. LOUIS (CONT.) 1037 Warson - Bldg B St. Louis, MO 1968 1037 Warson - Bldg C St. Louis, MO 1968 1037 Warson - Bldg D St. Louis, MO 1968 TAMPA 6614 Adamo Drive Tampa, FL 1967 6204 Benjamin Road Tampa, FL 1982 6206 Benjamin Road Tampa, FL 1983 6302 Benjamin Road Tampa, FL 1983 6304 Benjamin Road Tampa, FL 1984 6306 Benjamin Road Tampa, FL 1984 6308 Benjamin Road Tampa, FL 1984 5313 Johns Road Tampa, FL 1991 5602 Thompson Center Court Tampa, FL 1972 5411 Johns Road Tampa, FL 1997 5525 Johns Road Tampa, FL 1993 5607 Johns Road Tampa, FL 1991 5709 Johns Road Tampa, FL 1990 5711 Johns Road Tampa, FL 1990 5453 West Waters Avenue Tampa, FL 1987 5455 West Waters Avenue Tampa, FL 1987 5553 West Waters Avenue Tampa, FL 1987 5501 West Waters Avenue Tampa, FL 1990 5503 West Waters Avenue Tampa, FL 1990 5555 West Waters Avenue Tampa, FL 1990 5557 West Waters Avenue Tampa, FL 1990 5903 Johns Road Tampa, FL 1987 5461 W. Waters Avenue Tampa, FL 1998 5471 W. Waters Avenue Tampa, FL 1999 5505 Johns Road #7 Tampa, FL 1999 5481 W. Waters Avenue Tampa, FL 1999 5483 W. Waters Avenue Tampa, FL 1999 6702-6712 Benjamin Road (i) Tampa, FL 1982/84 5905 Breckenridge Parkway Tampa, FL 1982 5907 Breckenridge Parkway Tampa, FL 1982 5909 Breckenridge Parkway Tampa, FL 1982 5911 Breckenridge Parkway Tampa, FL 1982 5910 Breckenridge Parkway Tampa, FL 1982 5912 Breckenridge Parkway Tampa, FL 1982 4515-4519 George Road Tampa, FL 1985 6301 Benjamin Road Tampa, FL 1986 5723 Benjamin Road Tampa, FL 1986 6313 Benjamin Road Tampa, FL 1986 5801 Benjamin Road Tampa, FL 1986 5802 Benjamin Road Tampa, FL 1986 5925 Benjamin Road Tampa, FL 1986 OTHER 2800 Airport Road (h) Denton, TX 1968 3501 Maple Street Abilene, TX 1980 4200 West Harry Street (f) Wichita, KS 1972 Industrial Park No. 2 West Lebanon, NH 1968 6601 S. 33rd Street McAllen, TX 1975
LAND AREA OCCUPANCY AT BUILDING ADDRESS BUILDING TYPE (ACRES) GLA 12/31/02 ---------------- ------------- --------- --- ------------ ST. LOUIS (CONT.) 1037 Warson - Bldg B Light Industrial 4.00 97,154 100% 1037 Warson - Bldg C Light Industrial 4.00 79,252 100% 1037 Warson - Bldg D Light Industrial 4.00 92,081 100% ----------- ---- SUBTOTAL OR AVERAGE 877,688 88% ----------- ---- TAMPA 6614 Adamo Drive Reg. Warehouse 2.78 41,377 100% 6204 Benjamin Road Light Industrial 4.16 60,975 79% 6206 Benjamin Road Light Industrial 3.94 57,708 51% 6302 Benjamin Road R&D/Flex 2.03 29,747 100% 6304 Benjamin Road R&D/Flex 2.04 29,845 84% 6306 Benjamin Road Light Industrial 2.58 37,861 87% 6308 Benjamin Road Light Industrial 3.22 47,256 57% 5313 Johns Road R&D/Flex 1.36 25,690 100% 5602 Thompson Center Court R&D/Flex 1.39 14,914 83% 5411 Johns Road Light Industrial 1.98 30,204 83% 5525 Johns Road R&D/Flex 1.46 24,139 100% 5607 Johns Road R&D/Flex 1.34 13,500 100% 5709 Johns Road Light Industrial 1.80 25,480 100% 5711 Johns Road Light Industrial 1.80 25,455 100% 5453 West Waters Avenue R&D/Flex 0.66 7,200 100% 5455 West Waters Avenue R&D/Flex 2.97 32,424 24% 5553 West Waters Avenue Light Industrial 2.97 32,424 100% 5501 West Waters Avenue R&D/Flex 1.53 15,870 83% 5503 West Waters Avenue R&D/Flex 0.68 7,060 100% 5555 West Waters Avenue R&D/Flex 2.31 23,947 85% 5557 West Waters Avenue R&D/Flex 0.57 5,860 100% 5903 Johns Road Light Industrial 1.20 11,600 100% 5461 W. Waters Avenue Light Industrial 1.84 21,778 100% 5471 W. Waters Avenue R&D/Flex 2.00 23,778 100% 5505 Johns Road #7 Light Industrial 2.12 30,019 100% 5481 W. Waters Avenue R&D/Flex 3.60 41,861 100% 5483 W. Waters Avenue R&D/Flex 2.92 33,861 100% 6702-6712 Benjamin Road (i) Light Industrial 9.20 107,540 91% 5905 Breckenridge Parkway R&D/Flex 1.67 18,720 100% 5907 Breckenridge Parkway R&D/Flex 0.53 5,980 100% 5909 Breckenridge Parkway R&D/Flex 1.60 18,000 84% 5911 Breckenridge Parkway R&D/Flex 2.70 30,397 100% 5910 Breckenridge Parkway R&D/Flex 4.77 53,591 46% 5912 Breckenridge Parkway R&D/Flex 4.70 52,806 86% 4515-4519 George Road Light Industrial 5.00 64,742 91% 6301 Benjamin Road R&D/Flex 1.91 27,249 100% 5723 Benjamin Road R&D/Flex 2.97 42,270 100% 6313 Benjamin Road R&D/Flex 1.90 27,066 100% 5801 Benjamin Road Light Industrial 3.83 54,550 91% 5802 Benjamin Road R&D/Flex 4.06 57,705 66% 5925 Benjamin Road R&D/Flex 2.05 29,109 69% ----------- ---- SUBTOTAL OR AVERAGE 1,1,341,558 85% ----------- ---- OTHER 2800 Airport Road (h) Manufacturing 29.91 222,403 100% 3501 Maple Street Manufacturing 34.42 123,700 0% 4200 West Harry Street (f) Bulk Warehouse 21.45 177,655 100% Industrial Park No. 2 Bulk Warehouse 10.27 156,200 100% 6601 S. 33rd Street Reg. Warehouse 3.31 50,000 100% ----------- ---- SUBTOTAL OR AVERAGE 729,958 83% ----------- ---- 49,867,755 89% TOTAL =========== ====
(a) This property collateralizes a $5.7 million mortgage loan which matures on December 1, 2019. (b) These properties collateralize a $6.0 million mortgage loan which matures on January 1, 2013. (c) This property collateralizes a $5.9 million mortgage loan which matures on December 1, 2019. (d) This property collateralizes a $2.2 million mortgage loan which matures on October 1, 2006. (e) Comprised of two properties. (f) Comprised of three properties. (g) Comprised of four properties. (h) Comprised of five properties. (i) Comprised of six properties. (j) Comprised of seven properties. (k) Comprised of 29 properties. 26 TENANT AND LEASE INFORMATION The Consolidated Operating Partnership has a diverse base of nearly 2,300 tenants engaged in a wide variety of businesses including manufacturing, retail, wholesale trade, distribution and professional services. Most leases have an initial term of between three and six years and provide for periodic rental increases that are either fixed or based on changes in the Consumer Price Index. Industrial tenants typically have net or semi-net leases and pay as additional rent their percentage of the property's operating costs, including the costs of common area maintenance, property taxes and insurance. As of December 31, 2002, approximately 89% of the GLA of the Consolidated Operating Partnership's properties was leased, and no single tenant or group of related tenants accounted for more than 1.1% of the Consolidated Operating Partnership's rent revenues, nor did any single tenant or group of related tenants occupy more than 1.4% of the Consolidated Operating Partnership's total GLA as of December 31, 2002. The following table shows scheduled lease expirations for all leases for the Consolidated Operating Partnership's properties as of December 31, 2002.
ANNUAL BASE RENT NUMBER OF PERCENTAGE OF UNDER EXPIRING PERCENTAGE OF TOTAL YEAR OF LEASES GLA GLA LEASES ANNUAL BASE RENT EXPIRATION (1) EXPIRING EXPIRING (2) EXPIRING (IN THOUSANDS) EXPIRING (2) - -------------- --------- ------------ ------------- ---------------- ------------------- 2003 705 10,141,807 22.8% $ 48,520 23.0% 2004 527 9,836,339 22.1% 46,363 22.0% 2005 541 8,924,475 20.1% 42,366 20.1% 2006 273 5,214,367 11.7% 26,451 12.6% 2007 195 4,846,670 10.9% 22,847 10.9% 2008 57 1,632,274 3.7% 6,965 3.3% 2009 35 1,468,673 3.3% 6,577 3.1% 2010 18 855,341 1.9% 3,278 1.6% 2011 16 509,477 1.1% 2,872 1.4% 2012 13 322,483 0.7% 1,971 0.9% Thereafter 12 762,901 1.7% 2,267 1.1% ------ ----------- ------- ---------- ------- Total 2,392 44,514,807 100.0% $ 210,477 100.0% ====== =========== ======= ========== =======
(1) Lease expirations as of December 31, 2002 assuming tenants do not exercise existing renewal, termination, or purchase options. (2) Does not include existing vacancies of 5,352,948 aggregate square feet. 27 The Other Real Estate Partnerships have a diverse base of more than 200 tenants engaged in a wide variety of businesses including manufacturing, retail, wholesale trade, distribution and professional services. Most leases have an initial term of between three and six years and provide for periodic rental increases that are either fixed or based on changes in the Consumer Price Index. Industrial tenants typically have net or semi-net leases and pay as additional rent their percentage of the property's operating costs, including the costs of common area maintenance, property taxes and insurance. As of December 31, 2002, approximately 91% of the GLA of the Other Real Estate Partnerships' properties was leased, and no single tenant or group of related tenants accounted for more than 4.5% of the Other Real Estate Partnerships' rent revenues, nor did any single tenant or group of related tenants occupy more than 4.7% of the Other Real Estate Partnerships' total GLA as of December 31, 2002. The following table shows scheduled lease expirations for all leases for the Other Real Estate Partnerships' properties as of December 31, 2002.
ANNUAL BASE RENT NUMBER OF PERCENTAGE OF UNDER EXPIRING PERCENTAGE OF TOTAL YEAR OF LEASES GLA GLA LEASES ANNUAL BASE RENT EXPIRATION (1) EXPIRING EXPIRING (2) EXPIRING (IN THOUSANDS) EXPIRING (2) - -------------- --------- ------------ ------------- ---------------- ------------------- 2003 82 2,569,539 28.0% $ 10,081 25.5% 2004 64 2,335,063 25.4% 10,333 26.2% 2005 47 859,783 9.3% 5,171 13.1% 2006 31 931,203 10.1% 4,908 12.4% 2007 19 661,094 7.2% 2,910 7.4% 2008 7 202,405 2.2% 959 2.4% 2009 7 1,410,141 15.3% 4,375 11.1% 2010 2 54,421 0.6% 115 0.3% 2011 3 106,161 1.2% 511 1.3% 2012 1 62,400 0.7% 137 0.3% ---- ---------- ----- -------- ------ Total 263 9,192,210 100.0% $ 39,500 100.0% ==== ========== ===== ======== ======
(1) Lease expirations as of December 31, 2002 assuming tenants do not exercise existing renewal, termination, or purchase options. (2) Does not include existing vacancies of 919,929 aggregate square feet. ITEM 3. LEGAL PROCEEDINGS The Consolidated Operating Partnership is involved in legal proceedings arising in the ordinary course of business. All such proceedings, taken together, are not expected to have a material impact on the results of operations, financial position or liquidity of the Consolidated Operating Partnership. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None 28 PART II ITEM 5. MARKET FOR REGISTRANT'S PARTNERS' CAPITAL AND RELATED PARTNER MATTERS There is no established public trading market for the general partner and limited partner units and the Preferred Units. As of March 7, 2003, there were 264 holders of record of general partner and limited partner units ("Unit") and one holder of record (the Company) of Preferred Units. Beginning with the third quarter of 1994, the Operating Partnership has made consecutive quarterly distributions to its partners with respect to general partner and limited partner units since the initial public offering of the Company in June 1994. The Operating Partnership has made consecutive quarterly distributions to the Company with respect to Preferred Units since the issuance of each such Preferred Units. The current indicated annual distribution rate with respect to general partner and limited partner units is $2.74 per unit ($.6850 per Unit per quarter). The annual distribution rate with respect to Preferred Units is $215.624000 per Series C Preferred Unit ($53.90600 per Series C Preferred Unit per quarter), $198.74800 per Series D Preferred Unit ($49.68750 per Series D Preferred Unit per quarter) and $197.50000 per Series E Preferred Unit ($49.375000 per Series E Preferred Unit per quarter). The Operating Partnership's ability to make distributions depends on a number of factors, including its net cash provided by operating activities, capital commitments and debt repayment schedules. Holders of general partner and limited partner units are entitled to receive distributions when, as and if declared by the Board of Directors of the Company, its general partner, after the priority distributions required under the Operating Partnership's partnership agreement have been made with respect to Preferred Units, out of any funds legally available for that purpose. The following table sets forth the distributions per Unit paid or declared by the Operating Partnership during the periods noted:
Quarter Ended Distribution Declared ------------- --------------------- December 31, 2002....................................... $ .6850 September 30, 2002...................................... .6800 June 30, 2002........................................... .6800 March 31, 2002.......................................... .6800 December 31, 2001....................................... .6800 September 30, 2001...................................... .6575 June 30, 2001........................................... .6575 March 31, 2001.......................................... .6575
In 2002, the Operating Partnership issued an aggregate of 18,203 Units having an aggregate value of $.6 million in exchange for property. In 2001, the Operating Partnership issued an aggregate of 44,579 Units having an aggregate value of $1.5 million in exchange for property. In 2000, the Operating Partnership issued an aggregate of 114,715 Units having an aggregate value of $3.5 million in exchange for property. All of the above Units were issued in private placements in reliance on Section 4(2) of the Securities Act of 1933, as amended, including Regulation D promulgated thereunder, to individuals or entities holding real property or interests therein. No underwriters were used in connection with such issuances. Subject to lock-up periods and certain adjustments, Units are convertible into common stock, par value $.01, of the Company on a one-for-one basis or cash at the option of the Company. 29 ITEM 6. SELECTED FINANCIAL DATA The following sets forth selected financial and operating data for the Consolidated Operating Partnership on a historical basis. The following data should be read in conjunction with the financial statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Form 10-K. The historical statements of operations for the years ended December 31, 2002, 2001 and 2000 include the results of operations of the Consolidated Operating Partnership as derived from the Consolidated Operating Partnership's audited financial statements. The historical statements of operations for the years ended December 31, 1999 and 1998 include the results of operations of the Consolidated Operating Partnership as derived from the Consolidated Operating Partnership's audited financial statements except that the results of operations of properties that were sold subsequent to December 31, 2001 that were not classified as held for sale at December 31, 2001 and the results of operations of properties that were classified as held for sale subsequent to December 31, 2001 are presented in discontinued operations if such properties met both of the following criteria: (a) the operations and cash flows of the property have been (or will be) eliminated from the ongoing operations of the Consolidated Operating Partnership as a result of the disposition and (b) the Consolidated Operating Partnership will not have any significant involvement in the operations of the property after the disposal transaction. The historical balance sheet data and other data as of December 31, 2002, 2001, 2000, 1999, and 1998 include the balances of the Consolidated Operating Partnership as derived from the Consolidated Operating Partnership's audited financial statements. 30
YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED 12/31/02 12/31/01 12/31/00 12/31/99 12/31/98 ------------ ------------ ------------ ------------ ------------ (IN THOUSANDS, EXCEPT PER UNIT AND PROPERTY DATA) STATEMENTS OF OPERATIONS DATA: Total Revenues ................................. $ 290,036 $ 303,302 $ 306,592 $ 302,117 $ 283,864 Property Expenses .............................. (92,778) (90,607) (89,732) (82,789) (84,800) General and Administrative Expense ............. (19,230) (17,990) (16,971) (12,961) (12,919) Interest Expense ............................... (87,439) (78,841) (80,885) (76,799) (68,862) Amortization of Deferred Financing Costs ....... (1,858) (1,742) (1,683) (1,295) (851) Depreciation and Other Amortization ............. (63,369) (59,900) (52,961) (55,294) (52,035) Valuation Provision on Real Estate (a) ......... -- (6,490) (2,169) -- -- Restructuring and Abandoned Pursuit Costs Charge (b) .................................... -- -- -- -- (6,858) Equity in Income of Other Real Estate Partnerships .................................. 53,038 47,949 33,049 45,714 27,583 Equity in Income (Loss) of Joint Ventures....... 463 (791) 571 302 45 Disposition of Interest Rate Protection Agreements (c) ................................ -- -- -- -- (8,475) Gain on Sale of Real Estate .................... 16,409 42,942 25,430 11,904 2,931 ------------ ----------- ------------ ------------ ------------ Income from Continuing Operations Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle ............... 95,272 137,832 121,241 130,899 79,623 Extraordinary Loss (d) ........................ (888) (10,309) -- -- -- Income from Discontinued Operations (Including Gain on Sale of Real Estate of $33,439 for the Year Ended December 31, 2002) (e)............. 42,034 10,440 8,575 7,078 6,375 Cumulative Effect of Change in Accounting Principle (f) ................................. -- -- -- -- (719) ------------ ----------- ------------ ------------ ------------ Net Income ..................................... 136,418 137,963 129,816 137,977 85,279 Preferred Unit Distributions ................... (23,432) (28,924) (28,924) (28,924) (26,691) ------------ ----------- ------------ ------------ ------------ Net Income Available to Unitholders ............ $ 112,986 $ 109,039 $ 100,892 $ 109,053 $ 58,588 ============ =========== ============ ============ ============ Net Income Available to Unitholders Before Extraordinary Loss and Cumulative Effect of Change in Accounting Principle Per Unit: Basic ................................... $ 2.47 $ 2.57 $ 2.20 $ 2.41 $ 1.34 ============ =========== ============ ============ ============ Diluted ................................. $ 2.46 $ 2.56 $ 2.18 $ 2.40 $ 1.34 ============ =========== ============ ============ ============ Net Income Available to Unitholders Per Unit: Basic .................................... $ 2.45 $ 2.35 $ 2.20 $ 2.41 $ 1.33 ============ =========== ============ ============ ============ Diluted .................................. $ 2.44 $ 2.34 $ 2.19 $ 2.40 $ 1.32 ============ =========== ============ ============ ============ Distributions Per Unit ......................... $ 2.7250 $ 2.6525 $ 2.5175 $ 2.42 $ 2.19 ============ =========== ============ ============ ============ Weighted Average Number of Units Outstanding: Basic .................................... 46,165 46,382 45,928 45,271 44,100 ============ =========== ============ ============ ============ Diluted .................................. 46,367 46,660 46,184 45,373 44,283 ============ =========== ============ ============ ============ Net Income ..................................... $ 136,418 $ 137,963 $ 129,816 $ 137,977 $ 85,279 Other Comprehensive Income (Loss): Cumulative Transition Adjustment .............. -- (14,920) -- -- -- Settlement of Interest Rate Protection Agreements.................................... 1,772 (191) -- -- -- Mark-to-Market of Interest Rate Protection Agreements.................................... (126) (231) -- -- -- Write-off of Unamortized Interest Rate Protection Agreement Due to the Early Retirement of Debt ......................... -- 2,156 -- -- -- Amortization of Interest Rate Protection Agreements................................... 176 805 -- -- -- ------------ ----------- ------------ ------------ ------------ Comprehensive Income ......................... $ 138,240 $ 125,582 $ 129,816 $ 137,977 $ 85,279 ============ =========== ============ ============ ============ BALANCE SHEET DATA (END OF PERIOD): Real Estate, Before Accumulated Depreciation ... $ 2,316,970 $ 2,311,883 $ 2,020,552 $ 2,131,434 $ 2,133,465 Real Estate, After Accumulated Depreciation .... 2,055,595 2,082,590 1,838,072 1,952,141 1,988,030 Real Estate Held For Sale, Net ................. 7,040 28,702 190,379 -- -- Investment in and Advances to Other Real Estate Partnerships ........................... 377,776 378,350 381,231 380,774 368,364 Total Assets ................................... 2,585,805 2,580,652 2,539,407 2,443,987 2,470,661 Mortgage Loans Payable, Net, Unsecured Lines of Credit and Senior Unsecured Debt, Net ......... 1,402,069 1,277,722 1,180,023 1,105,747 1,149,460 Total Liabilities .............................. 1,525,587 1,400,727 1,329,576 1,228,637 1,261,102 Partners' Capital .............................. 1,060,218 1,179,925 1,209,831 1,215,350 1,209,559 OTHER DATA: Cash Flows From Operating Activities ........... $ 137,212 $ 145,943 $ 151,889 $ 183,533 $ 147,902 Cash Flows From Investing Activities ........... 12,248 (80,193) (85,152) (15,798) (538,395) Cash Flows From Financing Activities ........... (149,460) (69,394) (63,115) (181,659) 399,444 Total Properties (g) ........................... 798 812 865 868 886 Total GLA, in square feet (g) .................. 49,867,755 52,214,832 55,615,111 54,788,585 57,403,413 Occupancy Percentage (g) ....................... 89% 91% 95% 96% 95% ============================================================================================================================
31 (a) Represents a valuation provision on real estate relating to certain properties located in Columbus, Ohio, Des Moines, Iowa and Grand Rapids, Michigan. (b) Represents a restructuring charge relating to severance costs, of which approximately $1.2 million is non-cash relating to immediate vesting of restricted units. (c) The approximate $8.5 million loss on disposition of interest rate protection agreements for the year ended December 31, 1998 represents the Consolidated Operating Partnership's, through the Operating Partnership, settlement of its remaining interest rate protection agreement that was scheduled to expire on January 4, 1999. This agreement was entered into in December 1997 in anticipation of 1998 senior unsecured debt offerings. Due to the changing market conditions and the Consolidated Operating Partnership's expectation that it would not issue debt securities associated with the interest rate protection agreement, the Consolidated Operating Partnership, through the Operating Partnership, settled its position in the interest rate protection agreement. (d) In 2002, the Consolidated Operating Partnership paid off and retired certain senior unsecured debt. The Consolidated Operating Partnership recorded an extraordinary loss of approximately $.9 million which is comprised of the amount paid above the carrying amount of the senior unsecured debt, the write-off of pro rata unamortized deferred financing costs and legal costs. In 2001, the Consolidated Operating Partnership, paid off and retired certain mortgage loans and certain senior unsecured debt. The Consolidated Operating Partnership recorded an extraordinary loss of approximately $10.3 million, which is comprised of the amount paid above the carrying amount of the senior unsecured debt, the write-off of unamortized deferred financing costs, the write-off of the unamortized portion of an interest rate protection agreement which was used to fix the interest rate on the senior unsecured debt prior to issuance, the settlement of an interest rate protection agreement used to fix the retirement price of the senior unsecured debt, prepayment fees, legal costs and other expenses. (e) On January 1, 2002, the Consolidated Operating Partnership adopted the Financial Accounting Standards Board's ("FASB") Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long Lived Assets" ("FAS 144"). FAS 144 addresses financial accounting and reporting for the disposal of long lived assets. FAS 144 requires that the results of operations and gains or losses on the sale of property sold subsequent to December 31, 2001 that were not classified as held for sale at December 31, 2001 as well as the results of operations from properties that were classified as held for sale subsequent to December 31, 2001 be presented in discontinued operations if both of the following criteria are met: (a) the operations and cash flows of the property have been (or will be) eliminated from the ongoing operations of the Consolidated Operating Partnership as a result of the disposal transaction and (b) the Consolidated Operating Partnership will not have any significant continuing involvement in the operations of the property after the disposal transaction. FAS 144 also requires prior period results of operations for these properties to be restated and presented in discontinued operations in prior consolidated statements of operations. (f) In April 1998, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities" ("SOP 98-5"). SOP 98-5 requires that the net unamortized balance of all start-up costs and organizational costs be written off as a cumulative effect of a change in accounting principle and all future start-up costs and organizational costs be expensed. Consistent with SOP 98-5, the Consolidated Operating Partnership has reported a cumulative effect of a change in accounting principle in the amount of approximately $.7 million to reflect the write-off of the unamortized balance of organizational costs on the Consolidated Operating Partnership's balance sheet. (g) As of end of period and excludes properties under development. 32 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with "Selected Financial Data" and the historical Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-K. First Industrial, L.P. (the "Operating Partnership") was organized as a limited partnership in the state of Delaware on November 23, 1993. The sole general partner is First Industrial Realty Trust, Inc. (the "Company") with an approximate 85.0% ownership interest at December 31, 2002. The Company also owns a preferred general partnership interest in the Operating Partnership ("Preferred Units") with an aggregate liquidation priority of $250.0 million. The Company is a real estate investment trust ("REIT") as defined in the Internal Revenue Code. The Company's operations are conducted primarily through the Operating Partnership. The limited partners of the Operating Partnership own, in the aggregate, approximately a 15.0% interest in the Operating Partnership at December 31, 2002. The Operating Partnership is the sole member of several limited liability companies (the "L.L.C.s") and the sole stockholder of First Industrial Development Services, Inc., and holds at least a 99% limited partnership interest in First Industrial Financing Partnership, L.P. (the "Financing Partnership"), First Industrial Securities, L.P. (the "Securities Partnership"), First Industrial Mortgage Partnership, L.P (the "Mortgage Partnership"), First Industrial Pennsylvania, L.P. (the "Pennsylvania Partnership"), First Industrial Harrisburg, L.P. (the "Harrisburg Partnership"), First Industrial Indianapolis, L.P. (the "Indianapolis Partnership"), TK-SV, LTD., and FI Development Services, L.P. (together, the "Other Real Estate Partnerships"). The Operating Partnership, through separate wholly-owned limited liability companies in which it is the sole member, also owns minority equity interests in, and provides asset and property management services to, three joint ventures which invest in industrial properties. The general partners of the Other Real Estate Partnerships are separate corporations, each with at least a .01% general partnership interest in the Other Real Estate Partnerships for which it acts as a general partner. Each general partner of the Other Real Estate Partnerships is a wholly-owned subsidiary of the Company. The financial statements of the Operating Partnership report the L.L.C.s and First Industrial Development Services, Inc. on a consolidated basis (hereinafter defined as the "Consolidated Operating Partnership") and the Other Real Estate Partnerships and three joint ventures are accounted for under the equity method of accounting. Profits, losses and distributions of the Operating Partnership, the L.L.C.s and the Other Real Estate Partnerships are allocated to the general partner and the limited partners, or members, as applicable, in accordance with the provisions contained within the partnership agreements or operating agreements, as applicable, of the Operating Partnership, the L.L.C.s and the Other Real Estate Partnerships. As of December 31, 2002, the Consolidated Operating Partnership owned 798 in-service industrial properties, containing an aggregate of approximately 49.9 million square feet of gross leasable area ("GLA"). On a combined basis, as of December 31, 2002, the Other Real Estate Partnerships owned 110 in-service industrial properties, containing an aggregate of approximately 10.1 million square feet of GLA. Of the 110 industrial properties owned by the Other Real Estate Partnerships at December 31, 2002, 19 are held by the Financing Partnership, 16 are held by the Securities Partnership, 16 are held by the Mortgage Partnership, 45 are held by the Pennsylvania Partnership, eight are held by the Harrisburg Partnership, five are held by the Indianapolis Partnership and one is held by TK-SV, LTD. The Consolidated Operating Partnership believes the following critical accounting policies affect its more significant judgements and estimates used in the preparation of its consolidated financial statements. The Consolidated Operating Partnership maintains an allowance for doubtful accounts which is based on estimates of potential losses which could result from the inability of the Consolidated Operating Partnership's tenants to satisfy outstanding billings with the Consolidated Operating Partnership. If the financial condition of the Consolidated Operating Partnership's tenants were to deteriorate, an increase in the allowance may be required. Also, the Consolidated Operating Partnership reviews its properties on a quarterly basis for impairment and provides a provision if impairments are determined. Future adverse changes in the Consolidated Operating Partnership's markets may cause an increase in this provision. 33 RESULTS OF OPERATIONS COMPARISON OF YEAR ENDED DECEMBER 31, 2002 TO YEAR ENDED DECEMBER 31, 2001 At December 31, 2002, the Consolidated Operating Partnership owned 798 in-service properties with approximately 49.9 million square feet of GLA, compared to 812 in-service properties with approximately 52.2 million square feet of GLA at December 31, 2001. During 2002, the Consolidated Operating Partnership acquired 67 in-service properties containing approximately 4.2 million square feet of GLA, completed development of 17 properties totaling approximately 3.2 million square feet of GLA and sold 92 in-service properties totaling approximately 8.5 million square feet of GLA, four out of service properties and several land parcels. The Consolidated Operating Partnership also took eight properties out of service that are under redevelopment comprising approximately 1.4 million square feet of GLA, and placed in-service two properties comprising approximately .2 million square feet of GLA. Rental income and tenant recoveries and other income decreased by approximately $13.3 million or 4.4% due primarily to a decrease in same store rental income and tenant recoveries and other income as discussed below, as well as a decrease in rental income and tenant recoveries and other income for the year ended December 31, 2002 as compared to the year ended December 31, 2001 due to properties sold subsequent to December 31, 2000, (other than property sales that were classified as discontinued operations). This decrease is partially offset by an increase in rental income and tenant recoveries and other income for the year ended December 31, 2002 as compared to the year ended December 31, 2001 due to properties acquired subsequent to December 31, 2000. Rental income and tenant recoveries and other income from in-service properties owned prior to January 1, 2001 decreased by approximately $4.9 million or 2.0% due primarily to a decrease in average occupied GLA for the year ended December 31, 2002 as compared to the year ended December 31, 2001. Property expenses, which include real estate taxes, repairs and maintenance, property management, utilities, insurance and other expenses, increased by approximately $2.2 million or 2.4%. This increase is due primarily to an increase in same-store property expenses and an increase in property expenses for the year ended December 31, 2002 as compared to the year ended December 31, 2001 due to properties acquired subsequent to December 31, 2000. This increase is partially offset by a decrease in property expenses due to properties sold subsequent to December 31, 2000, (other than property sales that were classified as discontinued operations). Property expenses from in-service properties owned prior to January 1, 2001 increased by approximately $3.4 million or 5.0% due primarily to an increase in repairs and maintenance expense and insurance expense for the year ended December 31, 2002 as compared to the year ended December 31, 2001. The increase in repairs and maintenance expense is due primarily to an increase in maintenance company expenses and related costs. The increase in insurance is due primarily to an increase in insurance premiums. General and administrative expense increased by approximately $1.2 million due primarily to increases in employee compensation and additional employees for the year ended December 31, 2002 as compared to the year ended December 31, 2001, partially offset by the write-off of the Consolidated Operating Partnership's technology initiative investment of approximately $.7 million during the year ended December 31, 2001. Interest expense increased by approximately $8.6 million for the year ended December 31, 2002 as compared to the year ended December 31, 2001 due primarily to an increase in the weighted average debt balance outstanding for the year ended December 31, 2002 ($1,392.6 million) as compared to the year ended December 31, 2001 ($1,269.3 million) and a decrease in capitalized interest for the year ended December 31, 2002 due to a decrease in development activities. This was partially offset by a decrease in the weighted average interest rate for the year ended December 31, 2002 (6.80%) as compared to the year ended December 31, 2001 (7.05%). Amortization of deferred financing costs increased by approximately $.1 million or 6.7% due primarily to the amortization of deferred financing costs associated with the issuance of additional senior unsecured debt. Depreciation and other amortization increased by approximately $3.5 million due primarily to additional depreciation and amortization recognized for properties acquired subsequent to December 31, 2000. 34 The valuation provision on real estate of approximately $6.5 million for the year ended December 31, 2001 represents a valuation provision on certain properties located in the Columbus, Ohio and Des Moines, Iowa markets. Equity in income of Other Real Estate Partnerships increased by approximately $5.1 million due primarily to an increase in gain on sale of real estate (whether classified as continuing operations or discontinued operations), offset by a decrease in net operating income (whether classified as continuing operations or discontinued operations) and a preferred distribution made by one of the Other Real Estate Partnerships in 2001. Equity in income of joint ventures increased by approximately $1.3 million due primarily to the increase in gain on sale of real estate of one of the Consolidated Operating Partnership's joint ventures, the start up of one of the Consolidated Operating Partnership's joint ventures in December 2001 and the Consolidated Operating Partnership recognizing its proportionate interest in a valuation provision recognized in one of the Consolidated Operating Partnership's joint ventures during the year ended December 31, 2001, offset by a loss on the sale of real estate of one of the Consolidated Operating Partnership's joint ventures. The approximate $16.4 million gain on sale of real estate for the year ended December 31, 2002 resulted from the sale of 12 industrial properties that were identified as held for sale at December 31, 2001, 15 industrial properties that were sold to one of the Consolidated Operating Partnership's joint ventures and several land parcels. Gross proceeds from these sales were approximately $152.4 million. The $42.9 million gain on sale of real estate for the year ended December 31, 2001 resulted from the sale of 124 industrial properties and several land parcels. Gross proceeds from these sales were approximately $317.6 million. Income from discontinued operations of approximately $42.0 million for the year ended December 31, 2002 reflects the results of operations and gain on sale of 69 industrial properties that were not held for sale at December 31, 2001 and were sold during the year ended December 31, 2002, as well as the results of operations of four industrial properties identified as held for sale at December 31, 2002. Gross proceeds from the sales of the 69 industrial properties were approximately $233.7 million, resulting in a gain on sale of real estate of approximately $33.4 million. Income from discontinued operations of approximately $10.4 million for the year ended December 31, 2001 reflects the results of operations of the 69 industrial properties that were not held for sale at December 31, 2001 and were sold during the year ended December 31, 2002 as well as the results of operations of four industrial properties identified as held for sale at December 31, 2002. The approximate $.9 million extraordinary loss for the year ended December 31, 2002 is due to the early retirement of senior unsecured debt. The extraordinary loss is comprised of the amount paid above the carrying amount of the senior unsecured debt, the write-off of pro rata unamortized deferred financing costs and legal costs. The $10.3 million extraordinary loss for the year ended December 31, 2001 is due to the early retirement of senior unsecured debt and various mortgage loans. The extraordinary loss is comprised of the amount paid above the carrying amount of the senior unsecured debt, the write-off of unamortized deferred financing costs, the write-off of the unamortized portion of an interest rate protection agreement which was used to fix the interest rate on the senior unsecured debt prior to issuance, the settlement of an interest rate protection agreement used to fix the retirement price of the senior unsecured debt, prepayment fees, legal costs and other expenses. COMPARISON OF YEAR ENDED DECEMBER 31, 2001 TO YEAR ENDED DECEMBER 31, 2000 At December 31, 2001, the Consolidated Operating Partnership owned 812 in-service properties with approximately 52.2 million square feet of GLA, compared to 865 in-service properties with approximately 55.6 million square feet of GLA at December 31, 2000. During 2001, the Consolidated Operating Partnership acquired 70 properties containing approximately 3.8 million square feet of GLA, completed development of six properties totaling approximately .9 million square feet of GLA and sold 120 in-service properties totaling approximately 7.2 million square feet of GLA, four out-of-service properties and several land parcels. The Consolidated Operating Partnership also took 13 properties out-of-service that were under redevelopment comprising approximately 1.2 million square feet of GLA, and placed in-service four properties comprising approximately .3 million square feet of GLA. 35 Rental income and tenant recoveries and other income decreased by approximately $3.3 million or 1.1% due primarily to a decrease in rental income and tenant recoveries and other income for the year ended December 31, 2001 as compared to the year ended December 31, 2000 due to properties sold subsequent to December 31, 1999. This decrease is partially offset by an increase in rental income and tenant recoveries and other income for the year ended December 31, 2001 as compared to the year ended December 31, 2000 due to properties acquired subsequent to December 31, 1999. Rental income and tenant recoveries and other income from in-service properties owned prior to January 1, 2000 increased by approximately $3.0 million or 1.4% due primarily to an increase in property expenses (as discussed below) for the year ended December 31, 2001 as compared to the year ended December 31, 2000. Property expenses, which include real estate taxes, repairs and maintenance, property management, utilities, insurance and other expenses, increased by approximately $.9 million or 1.0%. This increase is due primarily to an increase in same store property expenses as discussed below, as well as an increase in property expenses for the year ended December 31, 2001 as compared to the year ended December 31, 2000 due to properties acquired subsequent to December 31, 2000. This increase is partially offset by a decrease in property expenses for the year ended December 31, 2001 as compared to the year ended December 31, 2000 due to properties sold during the year ended December 31, 2000. Property expenses from in-service properties owned prior to January 1, 2000 increased by approximately $3.0 million or 4.9% due primarily to an increase in real estate taxes, repairs and maintenance and insurance expense. The increase in real estate taxes is primarily due to an increase in real estate taxes in many of the Company's markets. The increase in repairs and maintenance is due primarily to an increase in maintenance company expenses and related costs. The increase in insurance expense is due primarily to an increase in insurance premiums. General and administrative expense increased by approximately $1.0 million due primarily to increases in employee compensation and additional employees for the year ended December 31, 2001 as compared to the year ended December 31, 2000 and the write-off of the Consolidated Operating Partnership's technology initiative investment of approximately $.7 million during the year ended December 31, 2001. Interest expense decreased by approximately $2.0 million for the year ended December 31, 2001 as compared to the year ended December 31, 2000 due primarily to a decrease in the weighted average interest rate for the year ended December 31, 2001 (7.05%) as compared to the year ended December 31, 2000 (7.32%) and an increase in capitalized interest for the year ended December 31, 2001 due to an increase in development activities. This was offset by an increase in average debt balance outstanding for the year ended December 31, 2001 as compared to the year ended December 31, 2000. The average debt balance outstanding for the years ended December 31, 2001 and 2000 was approximately $1,269.3 million and $1,182.3 million, respectively. Amortization of deferred financing costs increased by approximately $.1 million or 3.5% due primarily to the amortization of deferred financing costs associated with the issuance of additional senior unsecured debt. Depreciation and other amortization increased by approximately $6.9 million due primarily to additional depreciation and amortization recognized for properties acquired subsequent to December 31, 1999 as well as additional depreciation due to fewer properties classified as held for sale throughout the year ended December 31, 2001 as compared to the year ended December 31, 2000. The valuation provision on real estate of approximately $6.5 million for the year ended December 31, 2001 represents a valuation provision primarily on certain properties located in the Columbus, Ohio and Des Moines, Iowa markets. The valuation provision on real estate of approximately $2.2 million for the year ended December 31, 2000 represents a valuation provision on the Consolidated Operating Partnership's exit market portfolio in Grand Rapids, Michigan. Equity in income of Other Real Estate Partnerships increased by approximately $14.9 million due primarily to an increase in gain on sale of real estate, offset by an increase in the valuation provision on real estate. During the year ended December 31, 2001, the Other Real Estate Partnerships sold eight industrial properties and several land 36 parcels for a gain of approximately $21.4 million. During the year ended December 31, 2000, the Other Real Estate Partnerships sold four industrial properties and several parcels of land for a gain of approximately $3.9 million. Equity in income of joint ventures decreased by approximately $1.4 million due primarily to the Operating Partnership recognizing its proportionate interest in a valuation provision recognized in one of the Operating Partnership's joint ventures. The $42.9 million gain on sale of real estate for the year ended December 31, 2001 resulted from the sale of 124 industrial properties and several land parcels. Gross proceeds from these sales were approximately $317.6 million. The $25.4 million gain on sale of real estate for the year ended December 31, 2000 resulted from the sale of 105 industrial properties and several land parcels. Gross proceeds from these sales were approximately $404.0 million. Income from discontinued operations of approximately $10.4 million for the year ended December 31, 2001 reflects the results of operations of 69 industrial properties that were not held for sale at December 31, 2001 and were sold during the year ended December 31, 2002, as well as the results of operations of four industrial properties identified as held for sale at December 31, 2002. Income from discontinued operations of approximately $8.6 million for the year ended December 31, 2000 reflects the results of operations of the 69 industrial properties that were not held for sale at December 31, 2001 and were sold during the year ended December 31, 2002, as well as the results of operations of four industrial properties identified as held for sale at December 31, 2002. The $10.3 million extraordinary loss for the year ended December 31, 2001 is due to the early retirement of senior unsecured debt and various mortgage loans. The extraordinary loss is comprised of the amount paid above the carrying amount of the senior unsecured debt, the write-off of unamortized deferred financing costs, the write-off of the unamortized portion of an interest rate protection agreement which was used to fix the interest rate on the senior unsecured debt prior to issuance, the settlement of an interest rate protection agreement used to fix the retirement price of the senior unsecured debt, prepayment fees, legal costs and other expenses. LIQUIDITY AND CAPITAL RESOURCES At December 31, 2002, the Consolidated Operating Partnership's restricted cash was approximately $28.3 million. Restricted cash was comprised of gross proceeds from the sales of certain properties. These sales proceeds will be disbursed as the Consolidated Operating Partnership exchanges into properties under Section 1031 of the Internal Revenue Code. YEAR ENDED DECEMBER 31, 2002 Net cash provided by operating activities of approximately $137.2 million for the year ended December 31, 2002 was comprised primarily of net income of approximately $136.4 million and adjustments for non-cash items of approximately $21.1 million, partially offset by the net change in operating assets and liabilities of approximately $20.3 million. The adjustments for the non-cash items of approximately $21.1 million are primarily comprised of depreciation and amortization of approximately $72.6 million and an extraordinary loss of approximately $.9 million from the early retirement of debt, partially offset by the gain on sale of real estate of approximately $49.8 million and the effect of the straight-lining of rental income of approximately $2.6 million. Net cash provided by investing activities of approximately $12.2 million for the year ended December 31, 2002 was comprised primarily of the net proceeds from the sale of real estate, distributions from investment in Other Real Estate Partnerships, the repayment of mortgage loans receivable and distributions from the Consolidated Operating Partnership's joint ventures, partially offset by the acquisition of real estate, development of real estate, capital expenditures related to the expansion and improvement of existing real estate, investments in and advances to Other Real Estate Partnerships and contributions to one of the Consolidated Operating Partnership's joint ventures and an increase in restricted cash from sales proceeds deposited with an intermediary for Section 1031 exchange purposes. Net cash used in financing activities of approximately $149.5 million for the year ended December 31, 2002 was comprised primarily of general partnership and limited partnership unit ("Unit") and preferred general 37 partnership unit distributions, the redemption of preferred units, the repurchase of restricted units, the purchase of general partner units, repayments on mortgage loans payable, repayment of senior unsecured debt, debt issuance costs incurred in conjunction with the issuance of senior unsecured debt and the net repayments on the Consolidated Operating Partnership's unsecured lines of credit, partially offset by proceeds from the issuance of senior unsecured debt, Unit contributions and a book overdraft. YEAR ENDED DECEMBER 31, 2001 Net cash provided by operating activities of approximately $145.9 million for the year ended December 31, 2001 was comprised primarily of net income of approximately $138.0 million and adjustments for non-cash items of approximately $41.9 million, partially offset by the net change in operating assets and liabilities of approximately $34.0 million. The adjustments for the non-cash items of approximately $41.9 million are primarily comprised of depreciation and amortization of approximately $70.6 million, a valuation provision on real estate of approximately $6.5 million, equity in net loss of joint ventures of approximately $.8 million and an extraordinary loss of approximately $10.3 million from the early retirement of debt, partially offset by the gain on sale of real estate of approximately $42.9 million and the effect of the straight-lining of rental income of approximately $3.4 million. Net cash used in investing activities of approximately $80.2 million for the year ended December 31, 2001 was comprised primarily of the acquisition of real estate, development of real estate, capital expenditures related to the expansion and improvement of existing real estate, investments in and advances to Other Real Estate Partnerships and contributions to one of the Operating Partnership's industrial real estate joint ventures, partially offset by a decrease in restricted cash due to the use of restricted cash to purchase properties to effect Section 1031 exchanges, the net proceeds from the sale of real estate, distributions from investment in Other Real Estate Partnerships, distributions from two of the three of the Operating Partnership's industrial real estate joint ventures and the repayment of mortgage loans receivable. Net cash used in financing activities of approximately $69.4 million for the year ended December 31, 2001 was comprised primarily of Unit and preferred general partnership unit distributions, the repurchase of restricted units, the purchase of general partner units, repayments on mortgage loans payable, repayment of senior unsecured debt, debt issuance costs incurred in conjunction with the issuance of senior unsecured debt and prepayment fees incurred in the early retirement of two mortgage loans, partially offset by net borrowings under the Consolidated Operating Partnership's unsecured line of credit, Unit contributions, proceeds from the issuance of senior unsecured debt and a book overdraft. YEAR ENDED DECEMBER 31, 2000 Net cash provided by operating activities of approximately $151.9 million for the year ended December 31, 2000 was comprised primarily of net income of approximately $129.8 million and adjustments for non-cash items of approximately $36.8 million, offset by the net change in operating assets and liabilities of approximately $14.7 million. The adjustments for the non-cash items of approximately $36.8 million are primarily comprised of depreciation and amortization of approximately $60.8 million and a valuation provision on real estate of approximately $2.2 million, offset by the gain on sale of real estate of approximately $25.4 million and the effect of the straight-lining of rental income of approximately $.8 million. Net cash used in investing activities of approximately $85.2 million for the year ended December 31, 2000 was comprised primarily of the acquisition of real estate, development of real estate, capital expenditures related to the expansion and improvement of existing real estate, investments in and advances to Other Real Estate Partnerships and an increase in restricted cash from sales proceeds deposited with an intermediary for Section 1031 exchange purposes, offset by the net proceeds from the sale of real estate, distributions from the Operating Partnership's joint ventures and the repayment of mortgage loans receivable. Net cash used in financing activities of approximately $63.1 million for the year ended December 31, 2000 was comprised primarily of Unit and preferred general partnership unit distributions, the purchase of general partnership units and restricted units, repayments on mortgage loans payable and debt issuance costs incurred in conjunction with the Operating Partnership's unsecured line of credit, offset by the net borrowings under the Operating Partnership's unsecured line of credit and Unit contributions. 38 RATIO OF EARNINGS TO FIXED CHARGES The ratio of earnings to fixed charges was 1.73, 1.94 and 2.03 for the years ended December 31, 2002, 2001 and 2000, respectively. The decrease in earnings to fixed charges between fiscal years 2002 and 2001 is primarily due to a decrease in income from continuing operations in fiscal year 2002 due to a decrease in rental income and tenant recoveries and other income and an increase in depreciation and amortization expense for fiscal year 2002 as compared to fiscal year 2001 as discussed in "Results of Operations" above, offset by a valuation provision on real estate in fiscal year 2001 as discussed in "Results of Operations" above. The decrease in earnings to fixed charges between fiscal years 2001 and 2000 is primarily due to a decrease in income from continuing operations in fiscal year 2001 due to a decrease in rental income and tenant recoveries and other income, an increase in depreciation and amortization expense and an increase in a valuation provision on real estate for fiscal year 2001 as compared to fiscal year 2000 as discussed in "Results of Operations" above. SEGMENT REPORTING Management views the Consolidated Operating Partnership as a single segment. INVESTMENT IN REAL ESTATE, DEVELOPMENT OF REAL ESTATE AND SALE OF REAL ESTATE During the year ended December 31, 2002, the Consolidated Operating Partnership acquired 67 industrial properties comprising, in the aggregate, approximately 4.2 million square feet of GLA and several land parcels for an aggregate purchase price of approximately $181.6 million, excluding costs incurred in conjunction with the acquisition of the properties. Twenty-nine of the 67 industrial properties acquired, comprising approximately .8 million square feet of GLA, were acquired from two of the Consolidated Operating Partnership's joint ventures for an aggregate purchase price of approximately $32.3 million. The Consolidated Operating Partnership also completed the development of 17 industrial properties comprising approximately 3.2 million square feet of GLA at a cost of approximately $116.8 million. During the year ended December 31, 2002, the Consolidated Operating Partnership sold 69 industrial properties comprising approximately 5.8 million square feet of GLA that were not classified as held for sale at December 31, 2001, 12 properties comprising approximately .9 million square feet of GLA that were classified as held for sale at December 31, 2001, 15 properties comprising approximately 2.3 million square feet of GLA that were sold to one of the Consolidated Operating Partnership's joint ventures and several land parcels. Gross proceeds from these sales were approximately $386.1 million. In accordance with FAS 144 (hereinafter defined), the results of operations and gain on sale of real estate for the 69 of the 96 sold properties that were not identified as held for sale at December 31, 2001, are included in discontinued operations. The Consolidated Operating Partnership has committed to the construction of 31 development projects totaling approximately 2.8 million square feet of GLA for an estimated investment of approximately $155.9 million. Of this amount, approximately $26.2 million remains to be funded. These developments are expected to be funded with proceeds from the sale of select properties, cash flow from operations and borrowings under the Consolidated Operating Partnership's 2002 Unsecured Line of Credit. The Consolidated Operating Partnership expects to place in service all of these development projects during the next twelve months. There can be no assurance that the Consolidated Operating Partnership will place these projects in service during the next twelve months or that the actual completion cost will not exceed the estimated completion cost stated above. REAL ESTATE HELD FOR SALE At December 31, 2002, the Consolidated Operating Partnership had four industrial properties comprising approximately .3 million square feet of GLA held for sale. Income from operations of the four industrial properties held for sale for the years ended December 31, 2002, 2001 and 2000 is approximately $1.0 million, $1.1 million and $.9 million, respectively. Net carrying value of the industrial properties held for sale at December 31, 2002 is approximately $7.0 million. In accordance with FAS 144 (hereinafter defined), the results of operations of the four 39 industrial properties identified as held for sale during 2002, are included in discontinued operations. There can be no assurance that such properties held for sale will be sold. INVESTMENTS IN JOINT VENTURES During the year ended December 31, 2002, the Consolidated Operating Partnership, through wholly-owned limited liability companies in which the Operating Partnership is the sole member, recognized, in the aggregate, approximately $1.9 million (net of the intercompany elimination) in acquisition, asset management and property management fees from the Consolidated Operating Partnership's three industrial real estate joint ventures. The Operating Partnership, through wholly-owned limited liability companies in which it is the sole member, invested approximately $8.2 million and received distributions of approximately $2.7 million from the Consolidated Operating Partnership's three industrial real estate joint ventures. As of December 31, 2002, the Consolidated Operating Partnership's three industrial real estate joint ventures owned or had economic interests in 77 industrial properties comprising approximately 7.2 million square feet of GLA. MORTGAGE LOANS PAYABLE On April 1, 2002, the Consolidated Operating Partnership, through the Operating Partnership, assumed a mortgage loan in the principal amount of approximately $5.8 million (the "Acquisition Mortgage Loan VIII"). The Acquisition Mortgage Loan VIII is collateralized by one property in Rancho Dominguez, California, bears interest at a fixed rate of 8.26% and provides for monthly principal and interest payments based on a 22-year amortization schedule. The Acquisition Mortgage Loan VIII matures on December 1, 2019. The Acquisition Mortgage Loan VIII may be prepaid only after November 2004 in exchange for the greater of a 1% prepayment fee or yield maintenance premium. On April 1, 2002, the Consolidated Operating Partnership, through the Operating Partnership, assumed a mortgage loan in the principal amount of approximately $6.0 million (the "Acquisition Mortgage Loan IX"). The Acquisition Mortgage Loan IX is collateralized by one property in Rancho Dominguez, California, bears interest at a fixed rate of 8.26% and provides for monthly principal and interest payments based on a 22-year amortization schedule. The Acquisition Mortgage Loan IX matures on December 1, 2019. The Acquisition Mortgage Loan IX may be prepaid only after November 2004 in exchange for the greater of a 1% prepayment fee or yield maintenance premium. On January 31, 1997, the Consolidated Operating Partnership, through the Operating Partnership, assumed a loan in the amount of approximately $.7 million (the "LB Loan II"). On June 14, 2002, the Consolidated Operating Partnership, through the Operating Partnership, paid off and retired the LB Loan II with no prepayment fee. On August 31, 1998, the Consolidated Operating Partnership, through the Operating Partnership, assumed a mortgage loan in the amount of approximately $1.0 million (the "Acquisition Mortgage Loan VI"). On July 2, 2002, the Consolidated Operating Partnership, through the Operating Partnership, paid off and retired the Acquisition Mortgage Loan VI with no prepayment fee. On March 20, 1996, the Consolidated Operating Partnership, through the Operating Partnership and the Indianapolis Partnership, entered into a $36.8 million mortgage loan (the "CIGNA Loan"). On October 1, 2002, the Consolidated Operating Partnership, through the Operating Partnership, paid off and retired the CIGNA Loan with no prepayment fee. On December 23, 1997, the Consolidated Operating Partnership, through the Operating Partnership, assumed a mortgage loan in the amount of approximately $3.6 million (the "Acquisition Mortgage Loan III"). On December 4, 2002, the Consolidated Operating Partnership, through the Operating Partnership, paid off and retired the Acquisition Mortgage Loan III with no prepayment fee. 40 SENIOR UNSECURED DEBT On April 15, 2002, the Operating Partnership issued $200 million of senior unsecured debt which matures on April 15, 2012 and bears a coupon interest rate of 6.875% (the "2012 Notes"). The issue price of the 2012 Notes was 99.310%. Interest is paid semi-annually in arrears on April 15 and October 15. The Operating Partnership also entered into interest rate protection agreements which were used to fix the interest rate on the 2012 Notes prior to issuance. The Operating Partnership settled the interest rate protection agreements for approximately $1.8 million of proceeds, which is included in other comprehensive income. The debt issue discount and the settlement amount of the interest rate protection agreements are being amortized over the life of the 2012 Notes as an adjustment to interest expense. The 2012 Notes contain certain covenants, including limitations on incurrence of debt and debt service coverage. On April 15, 2002, the Operating Partnership issued $50 million of senior unsecured debt which matures on April 15, 2032 and bears a coupon interest rate of 7.75% (the "2032 Notes"). The issue price of the 2032 Notes was 98.660%. Interest is paid semi-annually in arrears on April 15 and October 15. The debt issue discount is being amortized over the life of the 2032 Notes as an adjustment to interest expense. The 2032 Notes contain certain covenants, including limitations on incurrence of debt and debt service coverage. On May 13, 1997, the Consolidated Operating Partnership, through the Operating Partnership, issued $100 million of senior unsecured debt which matures on May 15, 2027 and bears a coupon interest rate of 7.15% (the" 2027 Notes"). The issue price of the 2027 Notes was 99.854%. The 2027 Notes were redeemable, at the option of the holders thereof, on May 15, 2002. The Operating Partnership received redemption notices from holders representing approximately $84.9 million of the 2027 Notes outstanding. On May 15, 2002, the Consolidated Operating Partnership, through the Operating Partnership, paid off and retired approximately $84.9 million of the 2027 Notes. Due to the partial pay off of the 2027 Notes, the Consolidated Operating Partnership has recorded an extraordinary loss of approximately $.9 million comprised of the amount paid above the carrying amount of the 2027 Notes, the write-off of the pro rata unamortized deferred financing costs and legal costs. UNSECURED LINE OF CREDIT On September 27, 2002, the Consolidated Operating Partnership, through the Operating Partnership, amended and restated its $300 million unsecured line of credit (the "2002 Unsecured Line of Credit", formerly, the "2000 Unsecured Line of Credit "). The 2002 Unsecured Line of Credit matures on September 30, 2005 and bears interest at a floating rate of LIBOR plus .70%, or the Prime Rate, at the Consolidated Operating Partnership's election. The net unamortized deferred financing costs related to the 2000 Unsecured Line of Credit and any additional deferred financing costs incurred amending the 2002 Unsecured Line of Credit are being amortized over the life of the 2002 Unsecured Line of Credit in accordance with Emerging Issues Task Force Issue 98-14, "Debtor's Accounting for Changes in Line-of-Credit or Revolving-Debt Arrangements". INTEREST RATE SWAP AGREEMENTS In January 2002 and August 2002, the Consolidated Operating Partnership, through the Operating Partnership, entered into two interest rate swap agreements (the "Interest Rate Swap Agreements") which fixed the interest rate on a portion of the Company's 2002 Unsecured Line of Credit. The Consolidated Operating Partnership designated the Interest Rate Swap Agreements as cash flow hedges. The January 2002 interest rate swap agreement has a notional value of $25 million, is effective from February 4, 2002 through February 4, 2003 and fixed the LIBOR rate at 2.4975%. The August 2002 interest rate swap agreement has a notional value of $25 million, is effective from September 5, 2002 through September 5, 2003 and fixed the LIBOR rate at 1.884%. Any payments or receipts from the Interest Rate Swap Agreements will be treated as a component of interest expense. The Consolidated Operating Partnership anticipates that the Interest Rate Swap Agreements will be highly effective, and, as a result, the change in value will be shown in other comprehensive income. GENERAL PARTNER PREFERRED UNITS On May 14, 1997 the Company issued 4,000,000 Depositary Shares, each representing 1/100th of a share of the Company's 8 3/4%, $.01 par value, Series B Cumulative Preferred Stock (the "Series B Preferred Stock"), at an initial offering price of $25.00 per Depositary Share. The net proceeds of approximately $96.3 million received from the 41 Series B Preferred Stock were contributed to the Operating Partnership in exchange for 8 3/4% Series B Cumulative Preferred Units (the "Series B Preferred Units"). On or after May 14, 2002, the Series B Preferred Stock became redeemable for cash at the option of the Company, in whole or in part, at a redemption price equivalent to $25.00 per Depositary Share, or $100 million in the aggregate, plus dividends accrued and unpaid to the redemption date. On April 12, 2002, the Company called for the redemption of all of its outstanding Series B Preferred Stock at the price of $25.00 per share, plus accrued and unpaid dividends. The Company redeemed the Series B Preferred Stock on May 14, 2002 and paid a prorated second quarter dividend of $.26736 per Depositary Share, totaling approximately $1.1 million. The Series B Cumulative Preferred Units were redeemed on May 14, 2002 as well. MARKET RISK The following discussion about the Consolidated Operating Partnership's risk-management activities includes "forward-looking statements" that involve risk and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. This analysis presents the hypothetical gain or loss in earnings, cash flows or fair value of the financial instruments and derivative instruments which are held by the Consolidated Operating Partnership at December 31, 2002 that are sensitive to changes in the interest rates. While this analysis may have some use as a benchmark, it should not be viewed as a forecast. In the normal course of business, the Consolidated Operating Partnership also faces risks that are either non-financial or non-quantifiable. Such risks principally include credit risk and legal risk and are not represented in the following analysis. At December 31, 2002, $1,306.8 million (approximately 93.2% of total debt at December 31, 2002) of the Consolidated Operating Partnership's debt was fixed rate debt (included in the fixed rate debt is $75.0 million of borrowings under the Consolidated Operating Partnership's 2002 Unsecured Line of Credit which the Consolidated Operating Partnership fixed the interest rate via interest rate swap agreements) and $95.3 million (approximately 6.8% of total debt at December 31, 2002) of the Consolidated Operating Partnership's debt was variable rate debt. The Consolidated Operating Partnership also had outstanding a written put option (the "Written Option") which was issued in conjunction with the initial offering of one tranche of senior unsecured debt. Currently, the Consolidated Operating Partnership does not enter into financial instruments for trading or other speculative purposes. For fixed rate debt, changes in interest rates generally affect the fair value of the debt, but not earnings or cash flows of the Consolidated Operating Partnership. Conversely, for variable rate debt, changes in the interest rate generally do not impact the fair value of the debt, but would affect the Consolidated Operating Partnership's future earnings and cash flows. The interest rate risk and changes in fair market value of fixed rate debt generally do not have a significant impact on the Consolidated Operating Partnership until the Consolidated Operating Partnership is required to refinance such debt. See Note 6 to the consolidated financial statements for a discussion of the maturity dates of the Consolidated Operating Partnership's various fixed rate debt. Based upon the amount of variable rate debt outstanding at December 31, 2002, a 10% increase or decrease in the interest rate on the Consolidated Operating Partnership's variable rate debt would decrease or increase, respectively, future net income and cash flows by approximately $.3 million per year. A 10% increase in interest rates would decrease the fair value of the fixed rate debt at December 31, 2002 by approximately $51.9 million, to $1,372.7 million. A 10% decrease in interest rates would increase the fair value of the fixed rate debt at December 31, 2002 by approximately $56.5 million, to $1,481.1 million. A 10% increase in interest rates would decrease the fair value of the Written Option at December 31, 2002 by approximately $2.6 million, to $13.9 million. A 10% decrease in interest rates would increase the fair value of the Written Option at December 31, 2002 by approximately $2.8 million, to $19.3 million. ISSUANCE OF UNITS AND EMPLOYEE STOCK OPTIONS During the year ended December 31, 2002, the Company awarded 90,260 shares of restricted common stock to certain employees and 3,720 shares of restricted common stock to certain Directors. The Consolidated Operating Partnership, through the Operating Partnership, issued Units to the Company in the same amount. These shares of 42 restricted common stock had a fair value of approximately $3.2 million on the date of grant. The restricted common stock vests over periods from one to ten years. Compensation expense will be charged to earnings over the respective vesting periods. During the year ended December 31, 2002, the Company issued 945,600 non-qualified employee stock options to certain officers, Directors and employees of the Company. These non-qualified employee stock options vest over periods from one to three years, have a strike price of $30.53-$33.15 per share and expire ten years from the date of grant. For the year ended December 31, 2002, certain employees of the Company exercised 561,418 non-qualified employee stock options. Gross proceeds to the Company were approximately $15.9 million. The Consolidated Operating Partnership, through the Operating Partnership, issued 561,418 Units to the Company. DISTRIBUTIONS On April 1, 2002, the Operating Partnership paid first quarter 2002 distributions of $54.688 per unit on its 8 3/4% Series B Cumulative Preferred Units (the "Series B Preferred Units"), $53.906 per Unit on its 8 5/8% Series C Cumulative Preferred Units (the "Series C Preferred Units"), $49.687 per unit on its 7.95% Series D Cumulative Preferred Units (the "Series D Preferred Units") and $49.375 per unit on its 7.90% Series E Cumulative Preferred Units (the "Series E Preferred Units"). The preferred unit distributions paid on April 1, 2002, totaled, in the aggregate, approximately $7.2 million. On May 14, 2002, the Operating Partnership paid a prorated second quarter distribution of $26.736 per unit, totaling approximately $1.1 million on its Series B Preferred Units. On July 1, 2002, September 30, 2002 and December 31, 2002, the Operating Partnership paid second, third and fourth quarter distributions of $53.906 per unit on its Series C Preferred Units, $49.687 per unit on its Series D Preferred Units and $49.375 per unit on its Series E Preferred Units. The preferred unit distributions paid on July 1, 2002, September 30, 2002 and December 31, 2002 each totaled, in the aggregate, approximately $5.0 million per fiscal quarter. On January 22, 2002, the Operating Partnership paid a fourth quarter 2001 distribution of $.6800 per Unit, totaling approximately $31.2 million. On April 22, 2002, the Operating Partnership paid a first quarter 2002 distribution of $.6800 per Unit, totaling approximately $31.5 million. On July 22, 2002, the Operating Partnership paid a second quarter 2002 distribution of $.6800 per Unit, totaling approximately $31.6 million. On October 21, 2002, the Operating Partnership paid a third quarter 2002 distribution of $.6800 per Unit, totaling approximately $31.6 million. REPURCHASE OF UNITS During the year ended December 31, 2002, the Company repurchased 1,091,500 shares of its common stock at a weighted average price of approximately $27.02 per share. The Operating Partnership repurchased general partnership units from the Company in the same amount. SUBSEQUENT EVENTS On January 27, 2003, the Operating Partnership paid a fourth quarter 2002 distribution of $.6850 per Unit, totaling approximately $31.1 million. On March 5, 2003, the Operating Partnership declared a first quarter 2003 distribution of $.6850 per Unit which is payable on April 21, 2003. The Operating Partnership also declared first quarter 2003 distributions of $53.906 per unit, $49.687 per unit and $49.375 per unit on its Series C Preferred Units, Series D Preferred Units and Series E Preferred Units, respectively, totaling, in the aggregate, approximately $5.0 million, which is payable on March 31, 2003. From January 1, 2003 to March 7, 2003, the Company awarded 1,073 shares of restricted common stock to certain Directors. These shares of restricted common stock had a fair value of approximately $.03 million on the date of grant. The Consolidated Operating Partnership, through the Operating Partnership, issued Units to the Company in the same amount. The restricted common stock vests over ten years. Compensation expense will be charged to earnings in the Operating Partnership's consolidated statements of operations over the respective vesting period. 43 From January 1, 2003 to March 7, 2003, the Consolidated Operating Partnership acquired or completed development of two industrial properties for a total estimated investment of approximately $26.7 million. The Consolidated Operating Partnership also sold five industrial properties and one land parcel for approximately $11.8 million of gross proceeds during this period. From January 1, 2003 to March 7, 2003, the Company repurchased 37,300 shares of its common stock at a weighted average price of approximately $26.73 per share. The Operating Partnership repurchased general partnership units from the Company in the same amount. SHORT-TERM AND LONG-TERM LIQUIDITY NEEDS The Consolidated Operating Partnership has considered its short-term (one year or less) liquidity needs and the adequacy of its estimated cash flow from operations and other expected liquidity sources to meet these needs. The Consolidated Operating Partnership believes that its principal short-term liquidity needs are to fund normal recurring expenses, debt service requirements and the minimum distribution required by the Company to maintain the Company's REIT qualification under the Internal Revenue Code. The Consolidated Operating Partnership anticipates that these needs will be met with cash flows provided by operating activities. The Consolidated Operating Partnership expects to meet long-term (greater than one year) liquidity requirements such as property acquisitions, developments, scheduled debt maturities, major renovations, expansions and other nonrecurring capital improvements through the disposition of select assets, long-term unsecured indebtedness and the issuance of additional Units and preferred units. As of December 31, 2002 and March 7, 2003, $250.0 million of debt securities was registered and unissued under the Securities Act of 1933, as amended. The Consolidated Operating Partnership may also finance the development or acquisition of additional properties through borrowings under the 2002 Unsecured Line of Credit. At December 31, 2002, borrowings under the 2002 Unsecured Line of Credit bore interest at a weighted average interest rate of 2.88%. As of March 7, 2003, the Consolidated Operating Partnership, through the Operating Partnership, had approximately $91.7 million available in additional borrowings under the 2002 Unsecured Line of Credit. The 2002 Unsecured Line of Credit bears interest at a floating rate of LIBOR plus .70% or the Prime Rate, at the Company's election. RELATED PARTY TRANSACTIONS The Consolidated Operating Partnership periodically engages in transactions for which CB Richard Ellis, Inc. acts as a broker. A relative of Michael W. Brennan, the President and Chief Executive Officer and a director of the Company, is an employee of CB Richard Ellis, Inc. For the year ended December 31, 2002, this relative received approximately $.05 million in brokerage commissions paid by the Consolidated Operating Partnership. ENVIRONMENTAL The Consolidated Operating Partnership incurred environmental costs of approximately $.1 million and approximately $.4 million in 2002 and 2001, respectively. The Consolidated Operating Partnership estimates 2003 costs of approximately $.5 million. The Consolidated Operating Partnership estimates that the aggregate cost which needs to be expended in 2003 and beyond with regard to currently identified environmental issues will not exceed approximately $.5 million, a substantial amount of which will be the primary responsibility of the tenant, the seller to the Consolidated Operating Partnership or another responsible party. This estimate was determined by a third party evaluation. INFLATION For the last several years, inflation has not had a significant impact on the Consolidated Operating Partnership because of the relatively low inflation rates in the Consolidated Operating Partnership's markets of operation. Most of the Consolidated Operating Partnership's leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing the Consolidated Operating Partnership's exposure to increases in costs and operating expenses resulting from inflation. In addition, many of the outstanding leases expire within six years which may enable the Consolidated Operating Partnership to 44 replace existing leases with new leases at higher base rentals if rents of existing leases are below the then-existing market rate. OTHER In January 2002, the Consolidated Operating Partnership adopted the Financial Accounting Standards Board's ("FASB") Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long Lived Assets" ("FAS 144"). FAS 144 addresses financial accounting and reporting for the disposal of long lived assets. FAS 144 requires that the results of operations and gains or losses on the sale of property sold subsequent to December 31, 2001 that were not classified as held for sale at December 31, 2001 as well as the results of operations from properties that were classified as held for sale subsequent to December 31, 2001 be presented in discontinued operations if both of the following criteria are met: (a) the operations and cash flows of the property have been (or will be) eliminated from the ongoing operations of the Consolidated Operating Partnership as a result of the disposal transaction and (b) the Consolidated Operating Partnership will not have any significant continuing involvement in the operations of the property after the disposal transaction. FAS 144 also requires prior period results of operations for these properties to be restated and presented in discontinued operations in prior consolidated statements of operations. In April 2002, the FASB issued Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections" ("FAS 145"). FAS 145 rescinds both Statement of Financial Accounting Standards No. 4, "Reporting Gains and Losses from Extinguishment of Debt" ("FAS 4"), and the amendment to FAS 4, Statement of Financial Accounting Standards No. 64, "Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements". FAS 145 eliminates the requirement that gains and losses from the extinguishment of debt be aggregated and, if material, classified as an extraordinary item, net of the related income tax effect, unless the criteria in Accounting Principles Board Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" are met. FAS 145 is effective for transactions occurring subsequent to May 15, 2002. The Consolidated Operating Partnership believes that FAS 145 will not have an impact on its consolidated financial position, liquidity and results of operations. In June 2002, the FASB issued Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("FAS 146"). FAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at its fair value in the period in which the liability is incurred. FAS 146 applies to costs associated with an exit or disposal activity including, but not limited to, costs to terminate a contract that is not a capital lease, costs to consolidate facilities or relocate employees and certain one-time termination benefits provided to current employees that are involuntarily terminated. FAS 146 is effective for exit or disposal activities initiated after December 31, 2002. The Consolidated Operating Partnership does not expect FAS 146 to have a material effect on its consolidated financial position, liquidity, or results of operations. In November 2002, the FASB issued Financial Accounting Standards Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 addresses disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees. FIN 45 clarifies that a guarantor is required to recognize, at the inception of the guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. In addition, FIN 45 requires footnote disclosure of certain other information pertaining to guarantees. FIN 45 generally applies to contracts or indemnification agreements that contingently require the guarantor to make payments to the guaranteed party based on changes in an underlying variable that is related to an asset, liability, or an equity security of the guaranteed party, contracts that contingently require the guarantor to make payments to the guaranteed party based on another entity's failure to perform under an obligation agreement, and, in some cases, indirect guarantees of the indebtedness of others. The disclosure requirements of FIN 45 are effective for financial statements of interim or annual periods ending after December 15, 2002. The initial recognition and initial measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The Consolidated Operating Partnership has adopted the disclosure requirements of FIN 45 as of December 15, 2002 and does not 45 expect the recognition requirements, which are to be applied on a prospective basis to guarantees issued or modified after December 31, 2002, to have a material impact on the Consolidated Operating Partnership's financial position, liquidity, or results of operations. In December 2002, the FASB issued Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure" ("FAS 148"). FAS 148 amends Financial Accounting Standards No. 123, "Accounting for Stock Based Compensation" ("FAS 123"). FAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, FAS 148 amends the disclosure requirements of FAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. FAS 148 is effective for financial statements for fiscal years ending after December 15, 2002. The Consolidated Operating Partnership is adopting FAS 123, as amended by FAS 148, beginning January 1, 2003 using the Prospective Method of transition as described in FAS 148. The Consolidated Operating Partnership does not expect FAS 148 to have a material effect on its consolidated financial position, liquidity, or results of operations. In January 2003, the FASB issued Financial Accounting Standards Interpretation No. 46, "Consolidation of Variable Interest Entities- an interpretation of ARB No. 51" ("FIN 46"). FIN 46 addresses consolidation by business enterprises of special purpose entities ("SPEs") to which the usual condition for consolidation described in Accounting Research Bulletin No. 51 does not apply because the SPEs have no voting interests or otherwise are not subject to control through ownership of voting interests. For Variable Interest Entities created before February 1, 2003, the provisions of FIN 46 are effective no later than the beginning of the first interim or annual reporting period that starts after June 15, 2003. For Variable Interest Entities created after January 31, 2003, the provisions of FIN 46 are effective immediately. The Consolidated Operating Partnership is currently assessing the impact of FIN 46 on its consolidated financial position, liquidity, and results of operations. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Response to this item is included in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" above. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See Index to Financial Statements and Financial Statement Schedule on page F-1 of this Form 10-K. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. 46 PART III ITEM 10, 11, 12, 13. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT, EXECUTIVE COMPENSATION, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Operating Partnership has no directors or executive officers; instead it is managed by its sole general partner, the Company. The information with respect to the sole general partner of the Operating Partnership required by Item 10, Item 11, Item 12 and Item 13 is incorporated herein by reference to the Company's definitive proxy statement in connection with its 2003 Annual Meeting of Stockholders (which will be filed no later than 120 days after the end of the Company's fiscal year end). Information contained in the parts of such proxy statement captioned "Stock Performance Graph", "Report of the Compensation Committee", "Report of the Audit Committee" and in statements with respect to the independence of the Audit Committee, and the Audit Committee Charter attached to such proxy statement, are specifically not incorporated herein by reference. ITEM 14. CONTROLS AND PROCEDURES The Company's principal executive officer and principal financial officer, after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) as of a date within 90 days before the filing date of this report, have concluded that as of such date the Company's disclosure controls and procedures were effective. There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referenced in the paragraph above. 47 PART IV Item 15. Exhibits, Financial Statements, Financial Statement Schedule and Reports on Form 8-K (a) Financial Statements, Financial Statement Schedule and Exhibits (1 & 2) See Index to Financial Statements and Financial Statement Schedule on page F-1 of this Form 10-K (3) Exhibits: Exhibit No. Description 3.1 Sixth Amended and Restated Limited Partnership Agreement of First Industrial, L.P. dated March 18, 1998 (the "L.P. Agreement")(incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, File No. 1-13102) 3.2 First Amendment to the L.P. Agreement dated April 1, 1998 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1998, File No. 1-13102) 3.3 Second Amendment to the L.P. Agreement dated April 3, 1998 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1998, File No. 1-13102) 3.4 Third Amendment to the L.P. Agreement dated April 16, 1998 (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1998, File No. 1-13102) 3.5 Fourth Amendment to the L.P. Agreement dated June 24, 1998 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1998, File No. 1-13102) 3.6 Fifth Amendment to the L.P. Agreement dated July 16, 1998 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1998, File No. 1-13102) 3.7 Sixth Amendment to the L.P. Agreement dated August 31, 1998 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 1998, File No. 1-13102) 3.8 Seventh Amendment to the L.P. Agreement dated October 21, 1998 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 1998, File No. 1-13102) 3.9 Eighth Amendment to the L.P. Agreement dated October 30, 1998 (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 1998, File No. 1-13102) 3.10 Ninth Amendment to the L.P. Agreement dated November 5, 1998 (incorporated by reference to Exhibit 10.5 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 1998, File No. 1-13102) 3.11 Tenth Amendment to the L.P. Agreement dated January 28, 2000 (incorporated by reference to Exhibit 10.11 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, File No. 1-13102) 3.12 Eleventh Amendment to the L.P. Agreement dated January 28, 2000 (incorporated by reference to Exhibit 10.12 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, File No. 1-13102) 3.13 Twelfth Amendment to the L.P. Agreement dated June 27, 2000 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2000, File No. 1-13102) 3.14 Thirteenth Amendment to the L.P. Agreement dated September 1, 2000 (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 2000, File No. 1-13102) 3.15 Fourteenth Amendment to the L.P. Agreement dated October 13, 2000 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 2000, File No. 1-13102) 48 Exhibit No. Description 3.16 Fifteenth Amendment to the L.P. Agreement dated October 13, 2000 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 2000, File No. 1-13102) 3.17 Sixteenth Amendment to the L.P. Agreement dated October 27, 2000 (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 2000, File No. 1-13102) 3.18 Seventeenth Amendment to the L.P. Agreement dated January 25, 2001(incorporated by reference to Exhibit 10.18 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, File No. 1-13102) 3.19 Eighteenth Amendment to the L.P. Agreement dated February 13, 2001(incorporated by reference to Exhibit 10.19 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, File No. 1-13102) 3.20 Nineteenth Amendment, dated as of June 26, 2002, to Sixth Amended and Restated Limited Partnership Agreement of First Industrial, L.P. dated March 18, 1998 (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2002, File No 1-13102) 4.1 Indenture, dated as of May 13, 1997, between First Industrial, L.P. and First Trust National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102) 4.2 Supplemental Indenture No. 1, dated as of May 13, 1997, between First Industrial, L.P. and First Trust National Association as Trustee relating to $150 million of 7.60% Notes due 2007 and $100 million of 7.15% Notes due 2027 (incorporated by reference to Exhibit 4.2 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102) 4.3 Supplemental Indenture No. 2, dated as of May 22, 1997, between First Industrial, L.P. and First Trust National Association as Trustee relating to $100 million of 7 3/8% Notes due 2011 (incorporated by reference to Exhibit 4.4 of the Form 10-QT of the Operating Partnership for the fiscal quarter ended March 31, 1997, File No. 333-21873) 4.4 Supplemental Indenture No. 3 dated October 28, 1997 between First Industrial, L.P. and First Trust National Association providing for the issuance of Medium-Term Notes due Nine Months or more from Date of Issue (incorporated by reference to Exhibit 4.1 of Form 8-K of the Operating Partnership, dated November 3, 1997, as filed November 3, 1997, File No. 333-21873) 4.5 6.90% Medium-Term Note due 2005 in principal amount of $50 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.17 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, File No. 1-13102) 4.6 7.00% Medium-Term Note due 2006 in principal amount of $150 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.18 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, File No. 1-13102) 4.7 7.50% Medium-Term Note due 2017 in principal amount of $100 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.19 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, File No. 1-13102) 4.8 Trust Agreement, dated as of May 16, 1997, between First Industrial, L.P. and First Bank National Association, as Trustee (incorporated by reference to Exhibit 4.5 of the Form 10-QT of the Operating Partnership for the fiscal quarter ended March 31, 1997, File No. 333-21873) 49 Exhibit No. Description 4.9 Second Amended and Restated Unsecured Revolving Credit Agreement, dated as of September 27, 2002, among First Industrial L.P., First Industrial Realty Trust, Inc., Bank One, NA and certain other banks (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 2002, File No. 1-13102) 4.10 7.60% Notes due 2028 in principal amount of $200 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.2 of the Form 8-K of the Operating Partnership dated July 15, 1998, File No. 333-21873) 4.11 Supplemental Indenture No.5, dated as of July 14, 1998, between First Industrial, L.P. and the U.S. Bank Trust National Association, relating to First Industrial, L.P.'s 7.60% Notes due July 15, 2028 (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Operating Partnership dated July 15, 1998, File No. 333-21873) 4.12 7.375% Note due 2011 in principal amount of $200 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.15 of the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2000, File No. 333-21873) 4.13 Supplemental Indenture No.6, dated as of March 19, 2001, between First Industrial, L.P. and the U.S. Bank Trust National Association, relating to First Industrial, L.P.'s 7.375% Notes due March 15, 2011(incorporated by reference to Exhibit 4.16 of the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2000, File No. 333-21873) 4.14 Registration Rights Agreement, dated as of March 19, 2001, among First Industrial, L.P. and Credit Suisse First Boston Corporation, Chase Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney, Inc., Banc of America Securities LLC, Banc One Capital Markets, Inc. and UBS Warburg LLC (incorporated by reference to Exhibit 4.17 of the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2000, File No. 333-21873) 4.15 Supplemental Indenture No. 7 dated as of April 15, 2002, between First Industrial, L.P. and the U.S. Bank National Association, relating to First Industrial, L.P.'s 6.875% Notes due 2012 and 7.75% Notes due 2032 (incorporated by reference to Exhibit 4.1 of the Operating Partnership's Form 8-K, dated April 4, 2002, File No. 333-21873) 4.16 Form of 6.875% Notes due in 2012 in the principal amount of $200 million issued by First Industrial, L.P. and 7.75% Notes due in 2032 in the principal amount of $50 million issued by First Industrial L.P. (incorporated by reference to Exhibit 4.2 of the Operating Partnership's Form 8-K of First Industrial, L.P. dated April 4, 2002, File No. 333-21873) 4.17 Form of 7.75% Notes due 2032 in the principal amount of $50 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.3 of the Operating Partnership's Form 8-K, dated April 4, 2002, File No. 333-21873) 12.1* Computation of ratios of earnings to fixed charges of First Industrial, L.P. 21.1 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-13102) 23* Consent of PricewaterhouseCoopers LLP 99.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * Filed herewith. (a) Reports on Form 8-K None. 50 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FIRST INDUSTRIAL, L.P. By: FIRST INDUSTRIAL REALTY TRUST, INC. as general partner Date: March 7, 2003 By: /s/ Michael W. Brennan ----------------------------- Michael W. Brennan President, Chief Executive Officer and Director (Principal Executive Officer) Date: March 7, 2003 By: /s/ Michael J. Havala ----------------------------- Michael J. Havala Chief Financial Officer (Principal Financial Officer) Date: March 7, 2003 By: /s/ Scott A. Musil ----------------------------- Scott A. Musil Senior Vice President, Controller, Treasurer and Assistant Secretary (Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Jay H. Shidler Chairman of the Board of Directors March 7, 2003 - ------------------------ Jay H. Shidler /s/ Michael W. Brennan President, Chief Executive Officer March 7, 2003 - ------------------------ and Director Michael W. Brennan /s/ Michael G. Damone Director of Strategic Planning March 7, 2003 - ------------------------ and Director Michael G. Damone ________________________ Director John L. Lesher /s/ Kevin W. Lynch Director March 7, 2003 - ------------------------ Kevin W. Lynch /s/ John E. Rau Director March 7, 2003 - ------------------------ John E. Rau /s/ Robert J. Slater Director March 7, 2003 - ------------------------ Robert J. Slater /s/ W. Edwin Tyler Director March 7, 2003 - ------------------------ W. Edwin Tyler /s/ J. Steven Wilson Director March 7, 2003 - ------------------------ J. Steven Wilson
51 CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF FIRST INDUSTRIAL REALTY TRUST, INC., FIRST INDUSTRIAL, L.P.'s GENERAL PARTNER, PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael W. Brennan, certify that: 1. I have reviewed this annual report on Form 10-K of First Industrial, L.P.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 19, 2002 /s/ Michael W. Brennan ------------------------------------- Michael W. Brennan President and Chief Executive Officer First Industrial Realty Trust, Inc. 52 CERTIFICATION OF CHIEF FINANCIAL OFFICER OF FIRST INDUSTRIAL REALTY TRUST, INC., FIRST INDUSTRIAL, L.P.'s GENERAL PARTNER, PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael J. Havala, certify that: 1. I have reviewed this annual report on Form 10-K of First Industrial, L.P.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 19, 2002 /s/ Michael J. Havala ------------------------------------- Michael J. Havala Chief Financial Officer First Industrial Realty Trust, Inc. 53 EXHIBIT INDEX Exhibit No. Description 3.1 Sixth Amended and Restated Limited Partnership Agreement of First Industrial, L.P. dated March 18, 1998 (the "L.P. Agreement")(incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, File No. 1-13102) 3.2 First Amendment to the L.P. Agreement dated April 1, 1998 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1998, File No. 1-13102) 3.3 Second Amendment to the L.P. Agreement dated April 3, 1998 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1998, File No. 1-13102) 3.4 Third Amendment to the L.P. Agreement dated April 16, 1998 (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1998, File No. 1-13102) 3.5 Fourth Amendment to the L.P. Agreement dated June 24, 1998 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1998, File No. 1-13102) 3.6 Fifth Amendment to the L.P. Agreement dated July 16, 1998 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1998, File No. 1-13102) 3.7 Sixth Amendment to the L.P. Agreement dated August 31, 1998 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 1998, File No. 1-13102) 3.8 Seventh Amendment to the L.P. Agreement dated October 21, 1998 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 1998, File No. 1-13102) 3.9 Eighth Amendment to the L.P. Agreement dated October 30, 1998 (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 1998, File No. 1-13102) 3.10 Ninth Amendment to the L.P. Agreement dated November 5, 1998 (incorporated by reference to Exhibit 10.5 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 1998, File No. 1-13102) 3.11 Tenth Amendment to the L.P. Agreement dated January 28, 2000 (incorporated by reference to Exhibit 10.11 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, File No. 1-13102) 3.12 Eleventh Amendment to the L.P. Agreement dated January 28, 2000 (incorporated by reference to Exhibit 10.12 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, File No. 1-13102) 3.13 Twelfth Amendment to the L.P. Agreement dated June 27, 2000 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2000, File No. 1-13102) 3.14 Thirteenth Amendment to the L.P. Agreement dated September 1, 2000 (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 2000, File No. 1-13102) 3.15 Fourteenth Amendment to the L.P. Agreement dated October 13, 2000 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 2000, File No. 1-13102) 54 Exhibit No. Description 3.16 Fifteenth Amendment to the L.P. Agreement dated October 13, 2000 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 2000, File No. 1-13102) 3.17 Sixteenth Amendment to the L.P. Agreement dated October 27, 2000 (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 2000, File No. 1-13102) 3.18 Seventeenth Amendment to the L.P. Agreement dated January 25, 2001(incorporated by reference to Exhibit 10.18 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, File No. 1-13102) 3.19 Eighteenth Amendment to the L.P. Agreement dated February 13, 2001(incorporated by reference to Exhibit 10.19 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, File No. 1-13102) 3.20 Nineteenth Amendment, dated as of June 26, 2002, to Sixth Amended and Restated Limited Partnership Agreement of First Industrial, L.P. dated March 18, 1998 (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2002, File No 1-13102) 4.1 Indenture, dated as of May 13, 1997, between First Industrial, L.P. and First Trust National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102) 4.2 Supplemental Indenture No. 1, dated as of May 13, 1997, between First Industrial, L.P. and First Trust National Association as Trustee relating to $150 million of 7.60% Notes due 2007 and $100 million of 7.15% Notes due 2027 (incorporated by reference to Exhibit 4.2 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102) 4.3 Supplemental Indenture No. 2, dated as of May 22, 1997, between First Industrial, L.P. and First Trust National Association as Trustee relating to $100 million of 7 3/8% Notes due 2011 (incorporated by reference to Exhibit 4.4 of the Form 10-QT of the Operating Partnership for the fiscal quarter ended March 31, 1997, File No. 333-21873) 4.4 Supplemental Indenture No. 3 dated October 28, 1997 between First Industrial, L.P. and First Trust National Association providing for the issuance of Medium-Term Notes due Nine Months or more from Date of Issue (incorporated by reference to Exhibit 4.1 of Form 8-K of the Operating Partnership, dated November 3, 1997, as filed November 3, 1997, File No. 333-21873) 4.5 6.90% Medium-Term Note due 2005 in principal amount of $50 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.17 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, File No. 1-13102) 4.6 7.00% Medium-Term Note due 2006 in principal amount of $150 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.18 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, File No. 1-13102) 4.7 7.50% Medium-Term Note due 2017 in principal amount of $100 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.19 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, File No. 1-13102) 4.8 Trust Agreement, dated as of May 16, 1997, between First Industrial, L.P. and First Bank National Association, as Trustee (incorporated by reference to Exhibit 4.5 of the Form 10-QT of the Operating Partnership for the fiscal quarter ended March 31, 1997, File No. 333-21873) 55 Exhibit No. Description 4.9 Second Amended and Restated Unsecured Revolving Credit Agreement, dated as of September 27, 2002, among First Industrial L.P., First Industrial Realty Trust, Inc., Bank One, NA and certain other banks (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended September 30, 2002, File No. 1-13102) 4.10 7.60% Notes due 2028 in principal amount of $200 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.2 of the Form 8-K of the Operating Partnership dated July 15, 1998, File No. 333-21873) 4.11 Supplemental Indenture No.5, dated as of July 14, 1998, between First Industrial, L.P. and the U.S. Bank Trust National Association, relating to First Industrial, L.P.'s 7.60% Notes due July 15, 2028 (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Operating Partnership dated July 15, 1998, File No. 333-21873) 4.12 7.375% Note due 2011 in principal amount of $200 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.15 of the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2000, File No. 333-21873) 4.13 Supplemental Indenture No.6, dated as of March 19, 2001, between First Industrial, L.P. and the U.S. Bank Trust National Association, relating to First Industrial, L.P.'s 7.375% Notes due March 15, 2011(incorporated by reference to Exhibit 4.16 of the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2000, File No. 333-21873) 4.14 Registration Rights Agreement, dated as of March 19, 2001, among First Industrial, L.P. and Credit Suisse First Boston Corporation, Chase Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney, Inc., Banc of America Securities LLC, Banc One Capital Markets, Inc. and UBS Warburg LLC (incorporated by reference to Exhibit 4.17 of the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2000, File No. 333-21873) 4.15 Supplemental Indenture No. 7 dated as of April 15, 2002, between First Industrial, L.P. and the U.S. Bank National Association, relating to First Industrial, L.P.'s 6.875% Notes due 2012 and 7.75% Notes due 2032 (incorporated by reference to Exhibit 4.1 of the Operating Partnership's Form 8-K, dated April 4, 2002, File No. 333-21873) 4.16 Form of 6.875% Notes due in 2012 in the principal amount of $200 million issued by First Industrial, L.P. and 7.75% Notes due in 2032 in the principal amount of $50 million issued by First Industrial L.P. (incorporated by reference to Exhibit 4.2 of the Operating Partnership's Form 8-K of First Industrial, L.P. dated April 4, 2002, File No. 333-21873) 4.17 Form of 7.75% Notes due 2032 in the principal amount of $50 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.3 of the Operating Partnership's Form 8-K, dated April 4, 2002, File No. 333-21873) 12.1* Computation of ratios of earnings to fixed charges of First Industrial, L.P. 21.1 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-13102) 23* Consent of PricewaterhouseCoopers LLP 99.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * Filed herewith. 56 FIRST INDUSTRIAL, L.P. INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
PAGE ---- FINANCIAL STATEMENTS Report of Independent Accountants............................................................ F-2 Consolidated Balance Sheets of First Industrial, L.P. as of December 31, 2002 and 2001..................................................................................... F-3 Consolidated Statements of Operations and Comprehensive Income of First Industrial, L.P. for the Years Ended December 31, 2002, 2001 and 2000........................ F-4 Consolidated Statements of Changes in Partners' Capital of First Industrial, L.P. for the Years Ended December 31, 2002, 2001 and 2000............................................. F-5 Consolidated Statements of Cash Flows of First Industrial, L.P. for the Years Ended December 31, 2002, 2001 and 2000............................................................. F-6 Notes to Consolidated Financial Statements................................................... F-7 FINANCIAL STATEMENT SCHEDULE Report of Independent Accountants............................................................ S-1 Schedule III: Real Estate and Accumulated Depreciation..................................... S-2
F-1 REPORT OF INDEPENDENT ACCOUNTANTS To the Partners of First Industrial, L.P. In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations and comprehensive income, of changes in partners' capital and of cash flows present fairly, in all material respects, the financial position of First Industrial, L.P. (the "Operating Partnership") at December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Operating Partnership's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As discussed in Note 3 to the consolidated financial statements, on January 1, 2002, the Operating Partnership adopted the provisions of Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". PricewaterhouseCoopers LLP Chicago, Illinois February 11, 2003 F-2 FIRST INDUSTRIAL, L.P. CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS)
December 31, December 31, 2002 2001 ------------ ------------ ASSETS Assets: Investment in Real Estate: Land .................................................................... $ 363,543 $ 368,725 Buildings and Improvements .............................................. 1,829,922 1,801,097 Furniture, Fixtures and Equipment ....................................... 1,174 1,174 Construction in Progress ................................................ 122,331 140,887 Less: Accumulated Depreciation .......................................... (261,375) (229,293) ----------- ----------- Net Investment in Real Estate ....................................... 2,055,595 2,082,590 Real Estate Held for Sale, Net of Accumulated Depreciation and Amortization of $2,135 at December 31, 2002 and $3,917 at December 31, 2001 ..................................................... 7,040 28,702 Investments in and Advances to Other Real Estate Partnerships ............................................................. 377,776 378,350 Restricted Cash ........................................................... 28,350 6,394 Tenant Accounts Receivable, Net ........................................... 9,523 10,145 Investments in Joint Ventures ............................................. 12,545 9,010 Deferred Rent Receivable .................................................. 12,765 12,140 Deferred Financing Costs, Net ............................................. 11,449 10,173 Prepaid Expenses and Other Assets, Net .................................... 70,762 43,148 ----------- ----------- Total Assets ........................................................ $ 2,585,805 $ 2,580,652 =========== =========== LIABILITIES AND PARTNERS' CAPITAL Liabilities: Mortgage Loans Payable, Net .............................................. $ 19,909 $ 46,731 Senior Unsecured Debt, Net ............................................... 1,211,860 1,048,491 Unsecured Line of Credit ................................................. 170,300 182,500 Accounts Payable and Accrued Expenses .................................... 66,874 68,919 Rents Received in Advance and Security Deposits .......................... 25,538 22,890 Distributions Payable .................................................... 31,106 31,196 ----------- ----------- Total Liabilities ................................................... 1,525,587 1,400,727 ----------- ----------- Commitments and Contingencies -- -- Partners' Capital: General Partner Preferred Units (100,000 and 140,000 units issued and outstanding at December 31, 2002 and 2001, respectively) ........................................................... 240,697 336,990 General Partner Units (38,598,321 and 38,904,687 units issued and outstanding at December 31, 2002 and 2001, respectively) ........................................................... 665,647 686,544 Unamortized Value of General Partnership Restricted Units ................ (4,307) (6,247) Limited Partners' Units (6,811,956 and 6,972,649 units issued and outstanding at December 31, 2002 and 2001, respectively) ........................................................... 168,740 175,019 Accumulated Other Comprehensive Loss ..................................... (10,559) (12,381) ----------- ----------- Total Partners' Capital ............................................. 1,060,218 1,179,925 ----------- ----------- Total Liabilities and Partners' Capital ............................. $ 2,585,805 $ 2,580,652 =========== ===========
The accompanying notes are an integral part of the financial statements. F-3 FIRST INDUSTRIAL, L.P. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (DOLLARS IN THOUSANDS)
Year Ended Year Ended Year Ended December 31, December 31, December 31, 2002 2001 2000 ------------ ------------ ------------ Revenues: Rental Income ............................................................ $ 220,134 $ 229,302 $ 241,284 Tenant Recoveries and Other Income ....................................... 69,902 74,000 65,308 --------- --------- --------- Total Revenues ...................................................... 290,036 303,302 306,592 --------- --------- --------- Expenses: Real Estate Taxes ........................................................ 44,212 47,791 48,680 Repairs and Maintenance .................................................. 19,641 16,742 15,722 Property Management ...................................................... 10,743 10,521 11,214 Utilities ................................................................ 7,489 7,786 7,690 Insurance ................................................................ 2,354 1,753 1,147 Other .................................................................... 8,339 6,014 5,279 General and Administrative ............................................... 19,230 17,990 16,971 Interest Expense ......................................................... 87,439 78,841 80,885 Amortization of Deferred Financing Costs ................................. 1,858 1,742 1,683 Depreciation and Other Amortization ...................................... 63,369 59,900 52,961 Valuation Provision on Real Estate ....................................... -- 6,490 2,169 --------- --------- --------- Total Expenses ...................................................... 264,674 255,570 244,401 --------- --------- --------- Income from Continuing Operations Before Equity in Income of Other Real Estate Partnerships, Equity in Income (Loss) of Joint Ventures, Income Allocated to Minority Interest and Gain on Sale of Real Estate ........... 25,362 47,732 62,191 Equity in Income of Other Real Estate Partnerships ........................ 53,038 47,949 33,049 Equity in Income (Loss) of Joint Ventures ................................. 463 (791) 571 Gain on Sale of Real Estate ............................................... 16,409 42,942 25,430 --------- --------- --------- Income from Continuing Operations ......................................... 95,272 137,832 121,241 Income from Discontinued Operations (Including Gain on Sale of Real Estate of $33,439 for the Year Ended December 31, 2002) .................. 42,034 10,440 8,575 --------- --------- --------- Net Income Before Extraordinary Loss ...................................... 137,306 148,272 129,816 Extraordinary Loss ........................................................ (888) (10,309) -- --------- --------- --------- Net Income ................................................................ 136,418 137,963 129,816 Less: Preferred Unit Distributions ........................................ (23,432) (28,924) (28,924) --------- --------- --------- Net Income Available to Unitholders ....................................... $ 112,986 $ 109,039 $ 100,892 ========= ========= ========= Income from Continuing Operations Available to Unitholders Before Extraordinary Loss Per Weighted Average Unit Outstanding: Basic ............................................................... $ 1.56 $ 2.35 $ 2.01 ========= ========= ========= Diluted ............................................................. $ 1.55 $ 2.33 $ 2.00 ========= ========= ========= Net Income Available to Unitholders Before Extraordinary Loss Per Weighted Average Unit Outstanding: Basic ............................................................... $ 2.47 $ 2.57 $ 2.20 ========= ========= ========= Diluted ............................................................. $ 2.46 $ 2.56 $ 2.18 ========= ========= ========= Net Income Available to Unitholders Per Weighted Average Unit Outstanding: Basic ............................................................... $ 2.45 $ 2.35 $ 2.20 ========= ========= ========= Diluted ............................................................. $ 2.44 $ 2.34 $ 2.18 ========= ========= ========= Net Income ................................................................ $ 136,418 $ 137,963 $ 129,816 Other Comprehensive Income (Loss): Cumulative Transition Adjustment .................................... -- (14,920) -- Settlement of Interest Rate Protection Agreement .................... 1,772 (191) -- Mark-to-Market of Interest Rate Protection Agreements ............... (126) (231) -- Write-Off of Unamortized Interest Rate Protection Agreement Due to the Early Retirement of Debt ..................... -- 2,156 -- Amortization of Interest Rate Protection Agreements ................. 176 805 -- --------- --------- --------- Comprehensive Income ...................................................... $ 138,240 $ 125,582 $ 129,816 ========= ========= =========
The accompanying notes are an integral part of the financial statements. F-4 FIRST INDUSTRIAL, L.P. CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DOLLARS IN THOUSANDS)
Year Ended Year Ended Year Ended December 31, December 31, December 31, 2002 2001 2000 ------------ ------------ ------------ General Partner Preferred Units - Beginning of Year ....................... $ 336,990 $ 336,990 $ 336,990 Distributions .......................................................... (23,432) (28,924) (28,924) Redemption of Series B Preferred Units ................................. (96,293) -- -- Net Income ............................................................. 23,432 28,924 28,924 ----------- ----------- ----------- General Partner Preferred Units - End of Year ............................. $ 240,697 $ 336,990 $ 336,990 =========== =========== =========== General Partner Units - Beginning of Year ................................. $ 686,544 $ 698,247 $ 694,899 Contributions .......................................................... 16,247 18,894 12,769 Issuance of General Partner Restricted Units ........................... 3,232 3,133 9,689 Purchase of General Partnership Units .................................. (29,493) (28,399) (11,699) Repurchase and Retirement of Restricted Units .......................... (2,037) (1,944) (466) Redemption of Series B Preferred Units ................................. (3,148) -- -- Amortization of Stock Based Compensation ............................... 646 899 383 Distributions .......................................................... (107,020) (104,407) (97,531) Unit Conversions ....................................................... 4,616 7,797 5,706 Net Income ............................................................. 96,060 92,324 84,497 ----------- ----------- ----------- General Partner Units - End of Year ....................................... $ 665,647 $ 686,544 $ 698,247 =========== =========== =========== Unamort. Value of Gen. Partner Restricted Units - Beg. of Year ............ $ (6,247) $ (8,812) $ (4,087) Issuance of General Partner Restricted Units ........................... (3,232) (3,133) (9,689) Amortization of General Partner Restricted Units ....................... 5,172 5,698 4,964 ----------- ----------- ----------- Unamort. Value of Gen. Partner Restricted Units - End of Year ............. $ (4,307) $ (6,247) $ (8,812) =========== =========== =========== Limited Partners Units - Beginning of Year ................................ $ 175,019 $ 183,406 $ 187,548 Contributions .......................................................... 735 1,406 3,387 Redemption of Series B Preferred Units.................................. (559) -- -- Distributions .......................................................... (18,765) (18,711) (18,218) Unit Conversions ....................................................... (4,616) (7,797) (5,706) Net Income ............................................................. 16,926 16,715 16,395 ----------- ----------- ----------- Limited Partners Units - End of Year ...................................... $ 168,740 $ 175,019 $ 183,406 =========== =========== =========== Accum. Other Comprehensive Income - Beginning of Year ..................... $ (12,381) $ -- $ -- Cumulative Transition Adjustment ....................................... -- (14,920) -- Settlement of Interest Rate Protection Agreements ...................... 1,772 (191) -- Mark-to-Market of Interest Rate Protection Agreements .................. (126) (231) -- Write-Off of Unamortized Interest Rate Protection Agreement Due to the Early Retirement of Debt ................................... -- 2,156 -- Amortization of Interest Rate Protection Agreements .................... 176 805 -- ----------- ----------- ----------- Accum. Other Comprehensive Income - End of Year ........................... $ (10,559) $ (12,381) $ -- =========== =========== =========== Total Partners Capital at End of Year ..................................... $ 1,060,218 $ 1,179,925 $ 1,209,831 =========== =========== ===========
The accompanying notes are an integral part of the financial statements. F-5 FIRST INDUSTRIAL, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS)
Year Ended Year Ended Year Ended December 31, 2002 December 31, 2001 December 31, 2000 ----------------- ----------------- ----------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income ...................................................... $ 136,418 $ 137,963 $ 129,816 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation ................................................... 56,762 54,623 49,496 Amortization of Deferred Financing Costs ....................... 1,858 1,742 1,683 Other Amortization ............................................. 13,986 14,229 9,650 Valuation Provision on Real Estate ............................. -- 6,490 2,169 Equity in (Income) Loss of Joint Ventures ...................... (463) 791 (571) Distributions from Joint Ventures .............................. 463 -- 571 Gain on Sale of Real Estate .................................... (49,848) (42,942) (25,430) Extraordinary Loss ............................................. 888 10,309 -- Equity in Income of Other Real Estate Partnerships ............. (53,038) (47,949) (33,049) Distributions from Investment in Other Real Estate Partnerships .............................................. 53,038 47,949 33,049 Increase in Tenant Accounts Receivable and Prepaid Expenses and Other Assets, Net ............................ (11,025) (5,846) (20,815) Increase in Deferred Rent Receivable ........................... (2,575) (3,268) (830) (Decrease) Increase in Accounts Payable and Accrued Expenses and Rents Received in Advance and Security Deposits .................................................. (9,252) (28,148) 6,150 --------- --------- --------- Net Cash Provided by Operating Activities ................. 137,212 145,943 151,889 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of and Additions to Investment in Real Estate..... (289,405) (399,242) (460,884) Net Proceeds from Sales of Investment in Real Estate ...... 322,079 301,032 379,849 Investments in and Advances to Other Real Estate Partnerships ........................................... (103,628) (163,666) (102,695) Distributions/Repayments from Other Real Estate Partnerships ........................................... 104,202 166,546 102,238 Contributions to and Investments in Joint Ventures ........ (8,207) (6,025) (37) Distributions from Joint Ventures ......................... 2,260 1,524 287 Repayment of Mortgage Loans Receivable .................... 6,903 3,005 18,190 (Increase) Decrease in Restricted Cash .................... (21,956) 16,633 (22,100) --------- --------- --------- Net Cash Provided by (Used In) in Investing Activities.. 12,248 (80,193) (85,152) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Unit Contributions ........................................ 15,895 18,521 12,478 Unit Distributions ........................................ (125,875) (122,203) (113,632) Purchase of General Partner Units ......................... (29,493) (28,399) (11,699) Repurchase of Restricted Units ............................ (2,037) (1,944) (466) Redemption of Preferred Units ............................. (100,000) -- -- Preferred Unit Distributions .............................. (23,432) (36,155) (21,693) Repayments on Mortgage Loans Payable ...................... (38,626) (14,476) (1,780) Proceeds from Senior Unsecured Debt ....................... 247,950 199,390 -- Other Proceeds from Senior Unsecured Debt ................. 1,772 -- -- Repayment of Senior Unsecured Debt ........................ (84,930) (100,000) -- Proceeds from Unsecured Lines of Credit ................... 500,100 398,300 290,200 Repayments on Unsecured Lines of Credit ................... (512,300) (385,800) (214,200) Book Overdraft ............................................ 5,336 12,335 -- Cost of Debt Issuance and Prepayment Fees ................. (3,820) (8,963) (2,323) --------- --------- --------- Net Cash Used in Financing Activities .................. (149,460) (69,394) (63,115) --------- --------- --------- Net (Decrease) Increase in Cash and Cash Equivalents ...... -- (3,644) 3,622 Cash and Cash Equivalents, Beginning of Period ............ -- 3,644 22 --------- --------- --------- Cash and Cash Equivalents, End of Period .................. $ -- $ -- $ 3,644 ========= ========= =========
The accompanying notes are an integral part of the financial statements. F-6 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 1. ORGANIZATION AND FORMATION OF PARTNERSHIP First Industrial, L.P. (the "Operating Partnership") was organized as a limited partnership in the state of Delaware on November 23, 1993. The sole general partner is First Industrial Realty Trust, Inc. (the "Company") with an approximate 85.0% ownership interest at December 31, 2002. The Company also owns a preferred general partnership interest in the Operating Partnership ("Preferred Units") with an aggregate liquidation priority of $250,000. The Company is a real estate investment trust ("REIT") as defined in the Internal Revenue Code. The Company's operations are conducted primarily through the Operating Partnership. The limited partners of the Operating Partnership own, in the aggregate, approximately a 15.0% interest in the Operating Partnership at December 31, 2002. The Operating Partnership is the sole member of several limited liability companies (the "L.L.C.s") and the sole stockholder of First Industrial Development Services, Inc., and holds at least a 99% limited partnership interest in First Industrial Financing Partnership, L.P. (the "Financing Partnership"), First Industrial Securities, L.P. (the "Securities Partnership"), First Industrial Mortgage Partnership, L.P, (the "Mortgage Partnership"), First Industrial Pennsylvania, L.P. (the "Pennsylvania Partnership"), First Industrial Harrisburg, L.P. (the "Harrisburg Partnership"), First Industrial Indianapolis, L.P. (the "Indianapolis Partnership"), TK-SV, LTD. and FI Development Services, L.P. (together, the "Other Real Estate Partnerships"). The Operating Partnership, through separate wholly-owned limited liability companies in which it is the sole member, also owns minority equity interests in and provides asset and property management services to the September 1998 Joint Venture (hereinafter defined), the September 1999 Joint Venture (hereinafter defined) and the December 2001 Joint Venture (hereinafter defined). The general partners of the Other Real Estate Partnerships are separate corporations, each with at least a .01% general partnership interest in the Other Real Estate Partnerships for which it acts as a general partner. Each general partner of the Other Real Estate Partnerships is a wholly-owned subsidiary of the Company. As of December 31, 2002, the Operating Partnership, the L.L.C.s and First Industrial Development Services, Inc. (hereinafter defined as the "Consolidated Operating Partnership") owned 798 in-service industrial properties, containing an aggregate of approximately 49.9 million square feet (unaudited) of gross leasable area ("GLA"). On a combined basis, as of December 31, 2002, the Other Real Estate Partnerships owned 110 in-service industrial properties, containing an aggregate of approximately 10.1 million square feet (unaudited) of GLA. Of the 110 industrial properties owned by the Other Real Estate Partnerships at December 31, 2002, 16 are held by the Mortgage Partnership, 45 are held by the Pennsylvania Partnership, 16 are held by the Securities Partnership, 19 are held by the Financing Partnership, eight are held by the Harrisburg Partnership, five are held by the Indianapolis Partnership and one is held by TK-SV, LTD. Profits, losses and distributions of the Operating Partnership, the L.L.C.s and Other Real Estate Partnerships are allocated to the general partner and the limited partners, or the members, as applicable, in accordance with the provisions contained within the partnership agreements or ownership agreements, as applicable, of the Operating Partnership, the L.L.C.s and the Other Real Estate Partnerships. F-7 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 2. BASIS OF PRESENTATION The consolidated financial statements of the Consolidated Operating Partnership at December 31, 2002 and 2001 and for each of the years ended December 31, 2002, 2001 and 2000 include the accounts and operating results of the Operating Partnership, the L.L.C.s and First Industrial Development Services, Inc. on a consolidated basis. Such financial statements present the Operating Partnership's limited partnership interests in each of the Other Real Estate Partnerships and the Operating Partnership's minority equity interests in the September 1998 Joint Venture (hereinafter defined), the September 1999 Joint Venture (hereinafter defined) and the December 2001 Joint Venture (hereinafter defined) under the equity method of accounting. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES In order to conform with generally accepted accounting principles, management, in preparation of the Consolidated Operating Partnership's financial statements, is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of December 31, 2002 and 2001, and the reported amounts of revenues and expenses for each of the years ended December 31, 2002, 2001 and 2000. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include all cash and liquid investments with an initial maturity of three months or less. The carrying amount approximates fair value due to the short maturity of these investments. Investment in Real Estate and Depreciation Purchase accounting has been applied when ownership interests in properties were acquired for cash. The historical cost basis of properties has been carried over when certain ownership interests were exchanged for limited partnership units in the Operating Partnership on July 1, 1994 and purchase accounting has been used for all other properties that were subsequently exchanged for limited partnership units in the Operating Partnership. Investment in Real Estate is carried at cost. The Consolidated Operating Partnership reviews its properties on a quarterly basis for impairment and provides a provision if impairments are found. To determine if impairment may exist, the Consolidated Operating Partnership reviews its properties and identifies those which have had either an event of change or event of circumstances warranting further assessment of recoverability (such as a decrease in occupancy). If further assessment of recoverability is needed, the Consolidated Operating Partnership estimates the future net cash flows expected to result from the use of the property and its eventual disposition, on an individual property basis. If the sum of the expected future net cash flows (undiscounted and without interest charges) is less than the carrying amount of the property, on an individual property basis, the Consolidated Operating Partnership will recognize an impairment loss based upon the estimated fair value of such property. For properties management considers held for sale, the Consolidated Operating Partnership ceases depreciating the properties and values the properties at the lower of depreciated cost or fair value, less costs to dispose. If circumstances arise that were previously considered unlikely, and, as a result, the Consolidated Operating Partnership decides not to sell a property previously classified as held for sale, the Consolidated Operating Partnership will classify such property as held and used. Such property is measured at the lower of its carrying amount (adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used) or fair value at the date of the subsequent decision not to sell. Properties held for sale at December 31, 2002 represent properties in which the Consolidated Operating Partnership has an executed contract to sell. F-8 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED Interest costs, real estate taxes, compensation costs of development personnel and other directly related costs incurred during construction periods are capitalized and depreciated commencing with the date placed in service, on the same basis as the related assets. Depreciation expense is computed using the straight-line method based on the following useful lives:
Years ----- Buildings and Improvements...................... 31.5 to 40 Land Improvements............................... 15 Furniture, Fixtures and Equipment............... 5 to 10
Construction expenditures for tenant improvements, leasehold improvements and leasing commissions (inclusive of compensation costs of leasing personnel) are capitalized and amortized over the terms of each specific lease. Repairs and maintenance are charged to expense when incurred. Expenditures for improvements are capitalized. Deferred Financing Costs Deferred financing costs include fees and costs incurred to obtain long-term financing. These fees and costs are being amortized over the terms of the respective loans. Accumulated amortization of deferred financing costs was $7,169 and $5,563 at December 31, 2002 and 2001, respectively. Unamortized deferred financing costs are written-off when debt is retired before the maturity date. Investment in and Advances to Other Real Estate Partnerships Investment in and Advances to Other Real Estate Partnerships represents the Consolidated Operating Partnership's limited partnership interests in and advances to, through the Operating Partnership, the Other Real Estate Partnerships. The Operating Partnership accounts for its Investment in and Advances to Other Real Estate Partnerships under the equity method of accounting. Under the equity method of accounting, the Operating Partnership's share of earnings or losses of the Other Real Estate Partnerships is reflected in income as earned and contributions or distributions increase or decrease, respectively, the Operating Partnership's Investment in and Advances to Other Real Estate Partnerships as paid or received, respectively. Investments in Joint Ventures Investments in Joint Ventures represents the Operating Partnership's minority equity interests in the September 1998 Joint Venture (hereinafter defined), the September 1999 Joint Venture (hereinafter defined) and the December 2001 Joint Venture (hereinafter defined). The Consolidated Operating Partnership, through the Operating Partnership, accounts for its Investments in Joint Ventures under the equity method of accounting. Under the equity method of accounting, the Consolidated Operating Partnership's share of earnings or losses of the September 1998 Joint Venture (hereinafter defined), the September 1999 Joint Venture (hereinafter defined) and the December 2001 Joint Venture (hereinafter defined) is reflected in income as earned and contributions or distributions increase or decrease, respectively, the Consolidated Operating Partnership's Investments in Joint Ventures as paid or received, respectively. Employee Benefit Plans At December 31, 2002, the Consolidated Operating Partnership has three stock incentive employee compensation plans, which are described more fully in Note 12. The restricted stock awards are accounted for at cost and amortized over their vesting periods. The Consolidated Operating Partnership accounts for its stock incentive plans under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"). Under APB 25, compensation expense is not recognized for options issued in which the strike price is equal to the fair value of the Company's stock on the date of grant. Certain options issued in 2000 were issued with a strike price less than the fair value of the Company's stock on the date of grant. Compensation expense is being recognized for the intrinsic value of these options determined at the date of grant over the vesting period. F-9 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED Had compensation expense for the Company's Stock Incentive Plans been determined based upon the fair value at the grant date for awards under the stock incentive plans consistent with the methodology prescribed under Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation", as amended by FAS 148, net income and earnings per share would have been the pro forma amounts indicated in the table below:
For the Year Ended -------------------------------------- 2002 2001 2000 ---------- ---------- ---------- Net Income Available to Unitholders - as reported............................... $ 112,986 $ 109,039 $ 100,892 Add: Stock-Based Compensation Expense Included In Net Income Available to Unitholders - as reported................................ 237 256 297 Less: Total Stock-Based Employee Compensation Expense Determined Under the Intrinsic Method............................................ (1,154) (786) (945) --------- --------- --------- Net Income Available to Unitholders - pro forma................................. $ 112,069 $ 108,509 $ 100,244 ========= ========= ========= Net Income Available to Unitholders per Unit - as reported- Basic............... $ 2.45 $ 2.35 $ 2.20 Net Income Available to Unitholders per Unit - pro forma- Basic................. $ 2.43 $ 2.34 $ 2.18 Net Income Available to Unitholders per Unit - as reported - Diluted............ $ 2.44 $ 2.34 $ 2.18 Net Income Available to Unitholders per Unit - pro forma - Diluted............. $ 2.42 $ 2.33 $ 2.17 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Expected dividend yield...................................................... 8.28% 8.22% 8.33% Expected stock price volatility.............................................. 20.94% 20.75% 20.30% Risk-free interest rate...................................................... 3.58% 4.91% 6.18% Expected life of options..................................................... 3.00 3.03 3.05
The weighted average fair value of options granted during 2002, 2001 and 2000 is $1.97, $2.49 and $2.91 per option, respectively. Revenue Recognition Rental income is recognized on a straight-line method under which contractual rent increases are recognized evenly over the lease term. Tenant recovery income includes payments from tenants for taxes, insurance and other property operating expenses and is recognized as revenue in the same period the related expenses are incurred by the Consolidated Operating Partnership. The Consolidated Operating Partnership provides an allowance for doubtful accounts against the portion of tenant accounts receivable which is estimated to be uncollectible. Accounts receivable in the consolidated balance sheets are shown net of an allowance for doubtful accounts of $1,707 as of December 31, 2002 and 2001. For accounts receivable the Consolidated Operating Partnership deems uncollectible, the Consolidated Operating Partnership uses the direct write-off method. Gain on Sale of Real Estate Gain on sale of real estate is recognized using the full accrual method. Gains relating to transactions which do not meet the full accrual method of accounting are deferred and recognized when the full accrual method of accounting criteria are met or by using the installment or deposit methods of profit recognition, as appropriate in the circumstances. As the assets are sold, their costs and related accumulated depreciation are removed from the accounts with resulting gains or losses reflected in net income or loss. Estimated future costs to be incurred by the Consolidated Operating Partnership after completion of each sale are included in the determination of the gains on sales. Income Taxes In accordance with partnership taxation, each of the partners are responsible for reporting their shares of taxable income or loss. The Consolidated Operating Partnership is subject to certain state and local income, excise and franchise taxes. The provision for such state and local taxes has been reflected in general and administrative F-10 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED expense in the statement of operations and comprehensive income and has not been separately stated due to its insignificance. Earnings Per Unit ("EPU") Net income per weighted average general partnership and limited partnership unit (the "Units") - basic is based on the weighted average Units outstanding. Net income per weighted average Unit - diluted is based on the weighted average Units outstanding plus the effect of the Company's in-the-money employee stock options that result in the issuance of general partnership units. See Note 11 for further disclosure about earnings per unit. Fair Value of Financial Instruments The Consolidated Operating Partnership's financial instruments include short-term investments, tenant accounts receivable, net, mortgage notes receivable, accounts payable, other accrued expenses, mortgage loans payable, unsecured line of credit, senior unsecured debt and the Put Option (defined hereinafter) issued in conjunction with an initial offering of certain unsecured debt. The fair values of the short-term investments, tenant accounts receivable, net, mortgage notes receivable, accounts payable and other accrued expenses were not materially different from their carrying or contract values. See Note 6 for the fair values of the mortgage loans payable, unsecured line of credit, senior unsecured debt and the Put Option (defined hereinafter) issued in conjunction with an initial offering of certain unsecured debt. Derivative Financial Instruments Historically, the Consolidated Operating Partnership, through the Operating Partnership, has used interest rate protection agreements (the "Agreements") to fix the interest rate on anticipated offerings of senior unsecured debt or convert floating rate debt to fixed rate debt. Receipts or payments that result from the settlement of Agreements used to fix the interest rate on anticipated offerings of senior unsecured debt are amortized over the life of the senior unsecured debt. Receipts or payments resulting from Agreements used to convert floating rate debt to fixed rate debt are recognized as a component of interest expense. Agreements which qualify for hedge accounting are marked-to-market and any gain or loss is recognized in other comprehensive income (partners' capital). Any agreements which no longer qualify for hedge accounting are marked-to-market and any gain or loss is recognized in net income immediately. The credit risks associated with the Agreements are controlled through the evaluation and monitoring of the creditworthiness of the counterparty. In the event that the counterparty fails to meet the terms of the Agreements, the Consolidated Operating Partnership's exposure is limited to the current value of the interest rate differential, not the notional amount, and the Consolidated Operating Partnership's carrying value of the Agreements on the balance sheet. See Note 6 for more information on the Agreements. Discontinued Operations On January 1, 2002, the Consolidated Operating Partnership adopted the Financial Accounting Standards Board's ("FASB") Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long Lived Assets" ("FAS 144"). FAS 144 addresses financial accounting and reporting for the disposal of long lived assets. FAS 144 requires that the results of operations and gains or losses on the sale of property sold subsequent to December 31, 2001 that were not classified as held for sale at December 31, 2001 as well as the results of operations from properties that were classified as held for sale subsequent to December 31, 2001 be presented in discontinued operations if both of the following criteria are met: (a) the operations and cash flows of the property have been (or will be) eliminated from the ongoing operations of the Consolidated Operating Partnership as a result of the disposal transaction and (b) the Consolidated Operating Partnership will not have any significant continuing involvement in the operations of the property after the disposal transaction. FAS 144 also requires prior period results of operations for these properties to be restated and presented in discontinued operations in prior consolidated statements of operations. F-11 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED Segment Reporting Management views the Consolidated Operating Partnership as a single segment. Recent Accounting Pronouncements In April 2002, the FASB issued Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections" ("FAS 145"). FAS 145 rescinds both Statement of Financial Accounting Standards No. 4, "Reporting Gains and Losses from Extinguishment of Debt" ("FAS 4"), and the amendment to FAS 4, Statement of Financial Accounting Standards No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements". FAS 145 eliminates the requirement that gains and losses from the extinguishment of debt be aggregated and, if material, classified as an extraordinary item, net of the related income tax effect, unless the criteria in Accounting Principles Board Opinion No. 30, "Reporting the Results of Operations- Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" are met. FAS 145 is effective for fiscal years beginning after May 15, 2002. For financial statements issued in 2003 and after, prior period extraordinary losses due to debt extinguishment will be reclassified as part of continuing operations. The Consolidated Operating Partnership believes that FAS 145 will not have an impact on its consolidated financial position or liquidity. In June 2002, the FASB issued Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("FAS 146"). FAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at its fair value in the period in which the liability is incurred. FAS 146 applies to costs associated with an exit or disposal activity including, but not limited to, costs to terminate a contract that is not a capital lease, costs to consolidate facilities or relocate employees and certain one-time termination benefits provided to current employees that are involuntarily terminated. FAS 146 is effective for exit or disposal activities initiated after December 31, 2002. The Consolidated Operating Partnership does not expect FAS 146 to have a material effect on its consolidated financial position, liquidity, or results of operations. In November 2002, the FASB issued Financial Accounting Standards Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 addresses disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees. FIN 45 clarifies that a guarantor is required to recognize, at the inception of the guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. In addition, FIN 45 requires footnote disclosure of certain other information pertaining to guarantees. FIN 45 generally applies to contracts or indemnification agreements that contingently require the guarantor to make payments to the guaranteed party based on changes in an underlying variable that is related to an asset, liability, or an equity security of the guaranteed party, contracts that contingently require the guarantor to make payments to the guaranteed party based on another entity's failure to perform under an obligation agreement, and, in some cases, indirect guarantees of the indebtedness of others. The disclosure requirements of FIN 45 are effective for financial statements of interim or annual periods ending after December 15, 2002. The initial recognition and initial measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The Consolidated Operating Partnership has adopted the disclosure requirements of FIN 45 as of December 15, 2002 and does not expect the recognition requirements, which are to be applied on a prospective basis to guarantees issued or modified after December 31, 2002, to have a material impact on the Consolidated Operating Partnership's financial position, liquidity, or results of operations. In December 2002, the FASB issued Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure" ("FAS 148"). FAS 148 amends Financial Accounting Standards No. 123, "Accounting for Stock Based Compensation" ("FAS 123"). FAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, FAS 148 amends the disclosure requirements of FAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the F-12 method used on reported results. FAS 148 is effective for financial statements for fiscal years ending after December 15, 2002. The Consolidated Operating Partnership is adopting FAS 123, as amended by FAS 148, beginning January FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED 15, 2002. The Consolidated Operating Partnership is adopting FAS 123, as amended by FAS 148, beginning January 1, 2003 using the Prospective Method of transition as described in FAS 148. The Consolidated Operating Partnership does not expect FAS 148 to have a material effect on its consolidated financial position, liquidity, or results of operations. In January 2003, the FASB issued Financial Accounting Standards Interpretation No. 46, "Consolidation of Variable Interest Entities- an interpretation of ARB No. 51" ("FIN 46"). FIN 46 addresses consolidation by business enterprises of special purpose entities ("SPEs") to which the usual condition for consolidation described in Accounting Research Bulletin No. 51 does not apply because the SPEs have no voting interests or otherwise are not subject to control through ownership of voting interests. For Variable Interest Entities created before February 1, 2003, the provisions of FIN 46 are effective no later than the beginning of the first interim or annual reporting period that starts after June 15, 2003. For Variable Interest Entities created after January 31, 2003, the provisions of FIN 46 are effective immediately. The Consolidated Operating Partnership is currently assessing the impact of FIN 46 on its consolidated financial position, liquidity, and results of operations. Reclassification Certain 2001 and 2000 items have been reclassified to conform to the 2002 presentation. 4. INVESTMENTS IN AND ADVANCES TO OTHER REAL ESTATE PARTNERSHIPS The investments in and advances to Other Real Estate Partnerships reflects the Operating Partnership's limited partnership equity interests in the entities referred to in Note 1 to these financial statements. Summarized condensed financial information as derived from the financial statements of the Other Real Estate Partnerships is presented below: Condensed Combined Balance Sheets:
Year Ended -------------------------- December 31, December 31, 2002 2001 ------------ ------------ ASSETS Assets: Investment in Real Estate, Net................................... $ 332,552 $ 355,504 Real Estate Held for Sale, Net................................... -- 2,048 Other Assets, Net................................................ 102,784 72,643 ---------- --------- Total Assets............................................. $ 435,336 $ 430,195 ========== ========= LIABILITIES AND PARTNERS' CAPITAL Liabilities: Mortgage Loans Payable........................................... $ 40,080 $ 40,728 Other Liabilities................................................ 14,126 7,811 ---------- --------- Total Liabilities....................................... 54,206 48,539 ---------- --------- Partners' Capital................................................ 381,130 381,656 ---------- --------- Total Liabilities and Partners' Capital................. $ 435,336 $ 430,195 ========== =========
Condensed Combined Statements of Operations:
Year Ended ---------------------------------------- December 31, December 31, December 31, 2002 2001 2000 ------------ ------------ ------------ Total Revenues........................................................... $ 56,436 $ 47,811 $ 48,180 Property Expenses........................................................ (14,204) (13,854) (12,896) Interest Expense......................................................... (2,948) (3,739) (3,040) Amortization of Deferred Financing Costs................................. (67) (67) (67) Depreciation and Other Amortization...................................... (10,825) (8,407) (9,170) Valuation Provision on Real Estate....................................... -- (3,010) (731) Gain on Sale of Real Estate.............................................. 67 21,405 3,852 Income from Discontinued Operations (Including Gain on Sale of Real Estate of $21,218 for the Year Ended December 31, 2002).............. 25,028 9,323 11,116 --------- --------- --------- Net Income............................................................... $ 53,487 $ 49,462 $ 37,244 ========= ========= =========
F-13 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 5. INVESTMENTS IN JOINT VENTURES On September 28, 1998, the Consolidated Operating Partnership, through a wholly-owned limited liability company in which the Operating Partnership is its sole member, entered into a joint venture arrangement (the "September 1998 Joint Venture") with an institutional investor to invest in industrial properties. The Consolidated Operating Partnership, through wholly-owned limited liability companies in which the Operating Partnership is the sole member, owns a ten percent equity interest in the September 1998 Joint Venture and provides property and asset management services to the September 1998 Joint Venture. On or after October 2000, under certain circumstances, the Operating Partnership has the right to purchase all of the properties owned by the September 1998 Joint Venture at a price to be determined in the future. The Consolidated Operating Partnership has not exercised this right. The Consolidated Operating Partnership recognized approximately $1,137, $1,787 and $2,199 (net of the intercompany elimination) in acquisition, asset management and property management fees in 2002, 2001 and 2000, respectively, from the September 1998 Joint Venture. For the year ended December 31, 2002, the Operating Partnership, through a wholly-owned limited liability company of which it is the sole member, received distributions of approximately $313 from the September 1998 Joint Venture. For the year ended December 31, 2001, the Operating Partnership, through a wholly-owned limited liability company of which it is the sole member, received distributions of approximately $1,167 from the September 1998 Joint Venture. The Consolidated Operating Partnership accounts for the September 1998 Joint Venture under the equity method of accounting. As of December 31, 2002, the September 1998 Joint Venture owned 51 industrial properties comprising approximately 2.6 million square feet (unaudited) of GLA. On September 2, 1999, the Consolidated Operating Partnership, through a wholly-owned limited liability company in which the Operating Partnership is its sole member, entered into a joint venture arrangement (the "September 1999 Joint Venture") with an institutional investor to invest in industrial properties. The Consolidated Operating Partnership, through wholly-owned limited liability companies in which the Operating Partnership is the sole member, owns a ten percent equity interest in the September 1999 Joint Venture and provides property and asset management services to the September 1999 Joint Venture. On or after September 2001, under certain circumstances, the Consolidated Operating Partnership has the right to purchase all the properties owned by the September 1999 Joint Venture at a price to be determined in the future. The Consolidated Operating Partnership has not exercised this right. The Consolidated Operating Partnership recognized approximately $411, $590 and $557 (net of the intercompany elimination) in acquisition, asset management and property management fees in 2002, 2001 and 2000, respectively, from the September 1999 Joint Venture. For the year ended December 31, 2002, the Operating Partnership, through a wholly-owned limited liability company in which it is the sole member received distributions of approximately $1,598 from the September 1999 Joint Venture. For the year ended December 31, 2001, the Operating Partnership, through a wholly-owned limited liability company in which it is the sole member, received distributions of approximately $357 from the September 1999 Joint Venture. The Consolidated Operating Partnership accounts for the September 1999 Joint Venture under the equity method of accounting. As of December 31, 2002, the September 1999 Joint Venture owned two industrial properties comprising approximately .3 million square feet (unaudited) of GLA. On December 28, 2001, the Consolidated Operating Partnership, through a wholly-owned limited liability company in which the Operating Partnership is the sole member, entered into a joint venture arrangement (the "December 2001 Joint Venture") with an institutional investor to invest in industrial properties. The Consolidated Operating Partnership, through wholly-owned limited liability companies of the Operating Partnership, owns a 15% equity interest in the December 2001 Joint Venture and provides property management services to the December 2001 Joint Venture. The Consolidated Operating Partnership recognized approximately $315 in property management fees in 2002, from the December 2001 Joint Venture. For the year ended December 31, 2002, the Consolidated Operating Partnership, through a wholly-owned limited liability company in which the Operating Partnership is the sole member, invested approximately $8,207 in the December 2001 Joint Venture and received distributions of approximately $812 from the December 2001 Joint Venture. For the year ended December 31, 2001, the Consolidated Operating Partnership, through a wholly-owned limited liability company in which the Operating Partnership is the sole member, invested approximately $6,025 in the December 2001 Joint Venture. The Consolidated Operating Partnership accounts for the December 2001 Joint Venture under the equity method of F-14 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 5. INVESTMENTS IN JOINT VENTURES, CONTINUED accounting. As of December 31, 2002 the December 2001 Joint Venture had economic interests in 24 industrial properties comprising approximately 4.3 million square feet (unaudited) of GLA. Twenty-one of the 24 industrial properties were purchased from the Consolidated Operating Partnership. The Consolidated Operating Partnership deferred 15% of the gain resulting from these sales which is equal to the Consolidated Operating Partnership's economic interest in the December 2001 Joint Venture. The 15% gain deferral was netted against the Consolidated Operating Partnership's investment in joint ventures on the balance sheet. The 15% gain deferral reduced the Consolidated Operating Partnership's investment in joint ventures and will be recognized as gain on sale of real estate when the December 2001 Joint Venture sells any of the twenty-two properties that the Consolidated Operating Partnership sold to the December 2001 Joint Venture to a third party. If the Consolidated Operating Partnership repurchases any of the twenty-two properties that it sold to the December 2001 Joint Venture, the 15% gain deferral will be netted against the basis of the property purchased (which reduces the basis of the property). 6. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND UNSECURED LINES OF CREDIT Mortgage Loans Payable, Net On March 20, 1996, the Consolidated Operating Partnership, through the Operating Partnership, entered into a $36,750 mortgage loan (the "CIGNA Loan") that was collateralized by seven properties in Indianapolis, Indiana and three properties in Cincinnati, Ohio. The CIGNA Loan bore interest at a fixed interest rate of 7.50% and provided for monthly principal and interest payments based on a 25-year amortization schedule. The Consolidated Operating Partnership, through the Operating Partnership, paid off and retired the CIGNA Loan on October 1, 2002 with no prepayment fee. On March 20, 1996, the Consolidated Operating Partnership, through the Operating Partnership, assumed a $6,424 mortgage loan and a $2,993 mortgage loan (together, the "Assumed Loans") that are collateralized by 12 properties in Indianapolis, Indiana and one property in Indianapolis, Indiana, respectively. The Assumed Loans bear interest at a fixed rate of 9.25% and provide for monthly principal and interest payments based on a 16.75-year amortization schedule. The Assumed Loans mature on January 1, 2013. The Assumed Loans may be prepaid only after December 1999 in exchange for the greater of a 1% prepayment fee or a yield maintenance premium. On January 31, 1997, the Consolidated Operating Partnership, through the Operating Partnership, assumed a loan in the amount of $705 (the "LB Loan II"). The LB Loan II was interest free until February, 1998, at which time the LB Loan II bore interest at 8.00% and provided for interest only payments prior to maturity. On June 14, 2002, the Consolidated Operating Partnership, through the Operating Partnership, paid off and retired the LB Loan II with no prepayment fee. On October 23, 1997, the Consolidated Operating Partnership, through the Operating Partnership, assumed a mortgage loan in the amount of $4,153 (the "Acquisition Mortgage Loan I"). The Acquisition Mortgage Loan I was collateralized by a property in Bensenville, Illinois, bore interest at a fixed rate of 8.50% and provided for monthly principal and interest payments based upon a 15-year amortization schedule. On May 31, 2001, the Consolidated Operating Partnership, through the Operating Partnership, paid off and retired the Acquisition Mortgage Loan I. Due to the retirement of the Acquisition Mortgage Loan I, the Operating Partnership recorded an extraordinary loss in 2001 of approximately $128 due to a prepayment fee. On December 9, 1997, the Consolidated Operating Partnership, through the Operating Partnership, assumed a mortgage loan in the amount of $7,997 (the "Acquisition Mortgage Loan II"). The Acquisition Mortgage Loan II was collateralized by ten properties in St. Charles, Louisiana, bore interest at a fixed rate of 7.75% and provided for monthly principal and interest payments based upon a 22-year amortization schedule. On June 27, 2001, the Consolidated Operating Partnership, through the Operating Partnership, paid off and retired the Acquisition Mortgage Loan II. Due to the retirement of the Acquisition Mortgage Loan II, the Operating Partnership recorded an extraordinary loss in 2001 of approximately $936 due to a prepayment fee. F-15 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 6. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND UNSECURED LINES OF CREDIT, CONTINUED On December 23, 1997, the Consolidated Operating Partnership, through the Operating Partnership, assumed a mortgage loan in the amount of $3,598 (the "Acquisition Mortgage Loan III"). The Acquisition Mortgage Loan III was collateralized by one property in Houston, Texas, bore interest at a fixed interest rate of 8.875% and provided for monthly principal and interest payments based on a 20-year amortization schedule. On December 4, 2002, the Consolidated Operating Partnership, through the Operating Partnership, paid off and retired the Acquisition Mortgage Loan III with no prepayment fee. On April 16, 1998, the Consolidated Operating Partnership, through the Operating Partnership, assumed a mortgage loan in the principal amount of $2,525 (the "Acquisition Mortgage Loan IV"). The Acquisition Mortgage Loan IV is collateralized by one property in Baltimore, Maryland, bears interest at a fixed rate of 8.95% and provides for monthly principal and interest payments based on a 20-year amortization schedule. The Acquisition Mortgage Loan IV matures on October 1, 2006. The Acquisition Mortgage Loan IV may be prepaid only after October 2001 in exchange for the greater of a 1% prepayment fee or a yield maintenance premium. On August 31, 1998, the Consolidated Operating Partnership, through the Operating Partnership, assumed a mortgage loan in the principal amount of $965 (the "Acquisition Mortgage Loan VI"). The Acquisition Mortgage Loan VI was collateralized by one property in Portland, Oregon, bore interest at a fixed rate of 8.875% and provided for monthly principal and interest payments based on a 20-year amortization schedule. On July 2, 2002, the Consolidated Operating Partnership, through the Operating Partnership, paid off and retired the Acquisition Mortgage Loan VI with no prepayment fee. On August 31, 1998, the Consolidated Operating Partnership, through the Operating Partnership, assumed a mortgage loan in the principal amount of $1,367 (the "Acquisition Mortgage Loan VII"). The Acquisition Mortgage Loan VII was collateralized by one property in Milwaukee, Oregon, bore interest at a fixed rate of 9.75% and provided for monthly principal and interest payments based on a 25-year amortization schedule. On December 3, 2001, the Consolidated Operating Partnership, through the Operating Partnership, paid off and retired the Acquisition Mortgage Loan VII with no prepayment fee. On April 1, 2002, the Consolidated Operating Partnership, through the Operating Partnership, assumed a mortgage loan in the principal amount of $5,814 (the "Acquisition Mortgage Loan VIII"). The Acquisition Mortgage Loan VIII is collateralized by one property in Rancho Dominguez, California, bears interest at a fixed rate of 8.26% and provides for monthly principal and interest payments based on a 22-year amortization schedule. The Acquisition Mortgage Loan VIII matures on December 1, 2019. The Acquisition Mortgage Loan VIII may be prepaid only after November 2004 in exchange for the greater of a 1% prepayment fee or yield maintenance premium. On April 1, 2002, the Consolidated Operating Partnership, through the Operating Partnership, assumed a mortgage loan in the principal amount of $6,030 (the "Acquisition Mortgage Loan IX"). The Acquisition Mortgage Loan IX is collateralized by one property in Rancho Dominguez, California, bears interest at a fixed rate of 8.26% and provides for monthly principal and interest payments based on a 22-year amortization schedule. The Acquisition Mortgage Loan IX matures on December 1, 2019. The Acquisition Mortgage Loan IX may be prepaid only after November 2004 in exchange for the greater of a 1% prepayment fee or yield maintenance premium. Senior Unsecured Debt, Net On May 13, 1997, the Consolidated Operating Partnership, through the Operating Partnership, issued $150,000 of senior unsecured debt which matures on May 15, 2007 and bears a coupon interest rate of 7.60% (the "2007 Notes"). The issue price of the 2007 Notes was 99.965%. Interest is paid semi-annually in arrears on May 15 and November 15. The Consolidated Operating Partnership, through the Operating Partnership, also entered into an interest rate protection agreement which was used to fix the interest rate on the 2007 Notes prior to issuance. The Consolidated Operating Partnership, through, the Operating Partnership, settled the interest rate protection agreement for a payment of approximately $41, which is included in other comprehensive income. The debt issue discount and the settlement amount of the interest rate protection agreement are being amortized over the life of the F-16 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 6. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND UNSECURED LINES OF CREDIT, CONTINUED 2007 Notes as an adjustment to interest expense. The 2007 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. On May 13, 1997, the Consolidated Operating Partnership, through the Operating Partnership, issued $100,000 of senior unsecured debt which matures on May 15, 2027, and bears a coupon interest rate of 7.15% (the "2027 Notes"). The issue price of the 2027 Notes was 99.854%. The 2027 Notes were redeemable, at the option of the holders thereof, on May 15, 2002. The Operating Partnership received redemption notices from holders representing $84,930 of the 2027 Notes outstanding. On May 15, 2002, the Consolidated Operating Partnership, through the Operating Partnership, paid off and retired $84,930 of the 2027 Notes. Due to the partial pay off of the 2027 Notes, the Consolidated Operating Partnership has recorded an extraordinary loss in 2002 of approximately $888 comprised of the amount paid above the carrying amount of the 2027 Notes, the write-off of the pro rata unamortized deferred financing costs and legal costs. Interest is paid semi-annually in arrears on May 15 and November 15. The Consolidated Operating Partnership, through the Operating Partnership, also entered into an interest rate protection agreement which was used to fix the interest rate on the 2027 Notes prior to issuance. The Consolidated Operating Partnership, through the Operating Partnership, settled the interest rate protection agreement for approximately $597 of proceeds, which is included in other comprehensive income. The debt issue discount and the settlement amount of the interest rate protection agreement are being amortized over the life of the 2027 Notes as an adjustment to interest expense. The 2027 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. On May 22, 1997, the Consolidated Operating Partnership, through the Operating Partnership, issued $100,000 of senior unsecured debt which matures on May 15, 2011 and bears a coupon interest rate of 7.375% (the "2011 PATS"). The issue price of the 2011 PATS was 99.348%. Interest is paid semi-annually in arrears on May 15 and November 15. The 2011 PATS are redeemable, at the option of the holder thereof, on May 15, 2004 (the "Put Option"). The Consolidated Operating Partnership received approximately $1,781 of proceeds from the holder of the 2011 PATS as consideration for the Put Option. The Consolidated Operating Partnership amortizes the Put Option amount over the life of the Put Option as an adjustment to interest expense. The Consolidated Operating Partnership, through the Operating Partnership, also entered into an interest rate protection agreement which was used to fix the interest rate on the 2011 PATS prior to issuance. The Consolidated Operating Partnership, through the Operating Partnership, settled the interest rate protection agreement for a payment of approximately $90, which is included in other comprehensive income. The debt issue discount and the settlement amount of the interest rate protection agreement are being amortized over the life of the 2011 PATS as an adjustment to interest expense. The 2011 PATS contain certain covenants including limitation on incurrence of debt and debt service coverage. On November 20, 1997, the Consolidated Operating Partnership, through the Operating Partnership, issued $50,000 of senior unsecured debt which matures on November 21, 2005 and bears a coupon interest rate of 6.90% (the "2005 Notes"). The issue price of the 2005 Notes was 100%. Interest is paid semi-annually in arrears on May 21 and November 21. The 2005 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. On December 8, 1997, the Consolidated Operating Partnership, through the Operating Partnership, issued $150,000 of senior unsecured debt which matures on December 1, 2006 and bears a coupon interest rate of 7.00% (the "2006 Notes"). The issue price of the 2006 Notes was 100%. Interest is paid semi-annually in arrears on June 1 and December 1. The Consolidated Operating Partnership, through the Operating Partnership, also entered into an interest rate protection agreement which was used to fix the interest rate on the 2006 Notes prior to issuance. The Consolidated Operating Partnership, through the Operating Partnership, settled the interest rate protection agreement for a payment of approximately $2,162, which is included in other comprehensive income. The settlement amount of the interest rate protection agreement is being amortized over the life of the 2006 Notes as an adjustment to interest expense. The 2006 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. F-17 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 6. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND UNSECURED LINES OF CREDIT, CONTINUED On December 8, 1997, the Consolidated Operating Partnership, through the Operating Partnership, issued $100,000 of senior unsecured debt which matures on December 1, 2017 and bears a coupon interest rate of 7.50% (the "2017 Notes"). The issue price of the 2017 Notes was 99.808%. Interest is paid semi-annually in arrears on June 1 and December 1. The Consolidated Operating Partnership is amortizing the debt issue discount over the life of the 2017 Notes as an adjustment to interest expense. The 2017 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. On March 31, 1998, the Consolidated Operating Partnership, through the Operating Partnership, issued $100,000 of Dealer remarketable securities which were to mature on April 5, 2011 and bore a coupon interest rate of 6.50% (the "2011 Drs."). The issue price of the 2011 Drs. was 99.753%. The 2011 Drs. were callable at the option of J.P. Morgan, Inc., as Remarketing Dealer, on April 5, 2001. The Consolidated Operating Partnership received approximately $2,760 of proceeds from the Remarketing Dealer. The Consolidated Operating Partnership, through the Operating Partnership, entered into an interest rate protection agreement which was used to fix the interest rate on the 2011 Drs. prior to issuance. The Consolidated Operating Partnership, through the Operating Partnership, settled the interest rate protection agreement for a payment of approximately $2,565, which is included in other comprehensive income. The Remarketing Dealer exercised its call option with respect to the 2011 Drs. On April 5, 2001, the Consolidated Operating Partnership repurchased and retired the 2011 Drs. from the Remarketing Dealer for approximately $105,565. In conjunction with the forecasted retirement of the 2011 Drs., the Consolidated Operating Partnership entered into an interest rate protection agreement which fixed the retirement price of the 2011 Drs., which it designated as a cash flow hedge. On April 2, 2001, this interest rate protection agreement was settled for a payment of approximately $562. Due to the retirement of the 2011 Drs., the Operating Partnership has recorded an extraordinary loss in 2001 of approximately $9,245 comprised of the amount paid above the 2011 Drs. carrying value, the write-off of unamortized deferred financing costs, the write-off of the unamortized portion of an interest rate protection agreement which was used to fix the interest rate on the 2011 Drs. prior to issuance, the settlement of the interest rate protection agreement as discussed above, legal costs and other expenses. On July 14, 1998, the Consolidated Operating Partnership, through the Operating Partnership, issued $200,000 of senior unsecured debt which matures on July 15, 2028 and bears a coupon interest rate of 7.60% (the "2028 Notes"). The issue price of the 2028 Notes was 99.882%. Interest is paid semi-annually in arrears on January 15 and July 15. The Consolidated Operating Partnership, through the Operating Partnership, also entered into interest rate protection agreements which were used to fix the interest rate on the 2028 Notes prior to issuance. The Consolidated Operating Partnership, through the Operating Partnership, settled the interest rate protection agreements for a payment of approximately $11,504, which is included in other comprehensive income. The debt issue discount and the settlement amount of the interest rate protection agreements are being amortized over the life of the 2028 Notes as an adjustment to interest expense. The 2028 Notes contain certain covenants including limitation on incurrence of debt and debt service coverage. Approximately $50,000 of the 2028 Notes was purchased, through a broker/dealer, by an entity in which a Director of the Company owns less than a two percent interest. On March 19, 2001, the Consolidated Operating Partnership, through the Operating Partnership, issued $200,000 of senior unsecured debt which matures on March 15, 2011 and bears a coupon interest rate of 7.375% (the "2011 Notes"). The issue price of the 2011 Notes was 99.695%. Interest is paid semi-annually in arrears on September 15 and March 15. The Consolidated Operating Partnership, through the Operating Partnership, also entered into an interest rate protection agreement which was used to fix the interest rate on the 2011 Notes prior to issuance, which it designated as a cash flow hedge. The Consolidated Operating Partnership, through the Operating Partnership, settled the interest rate protection agreement for approximately $371 of proceeds which is included in other comprehensive income. The debt issue discount and the settlement amount of the interest rate protection agreement are being amortized over the life of the 2011 Notes as an adjustment to interest expense. The 2011 Notes contain certain covenants including limitations on incurrence of debt and debt service coverage. On April 15, 2002, the Consolidated Operating Partnership, through the Operating Partnership, issued $200,000 of senior unsecured debt which matures on April 15, 2012 and bears a coupon interest rate of 6.875% (the "2012 Notes"). The issue price of the 2012 Notes was 99.310%. Interest is paid semi-annually in arrears on April 15 F-18 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 6. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND UNSECURED LINES OF CREDIT, CONTINUED and October 15. The Operating Partnership also entered into interest rate protection agreements which were used to fix the interest rate on the 2012 Notes prior to issuance. The Operating Partnership settled the interest rate protection agreements for approximately $1,772 of proceeds, which is included in other comprehensive income. The debt issue discount and the settlement amount of the interest rate protection agreements are being amortized over the life of the 2012 Notes as an adjustment to interest expense. The 2012 Notes contain certain covenants including limitations on incurrence of debt and debt service coverage. On April 15, 2002, the Consolidated Operating Partnership, through the Operating Partnership, issued $50,000 of senior unsecured debt which matures on April 15, 2032 and bears a coupon interest rate of 7.75% (the "2032 Notes"). The issue price of the 2032 Notes was 98.660%. Interest is paid semi-annually in arrears on April 15 and October 15. The debt issue discount is being amortized over the life of the 2032 Notes as an adjustment to interest expense. The 2032 Notes contain certain covenants including limitations on incurrence of debt and debt service coverage. Unsecured Lines of Credit In December 1997, the Operating Partnership entered into a $300,000 unsecured revolving credit facility (the "1997 Unsecured Line of Credit") which bore interest at LIBOR plus .80% or a "Corporate Base Rate", at the Operating Partnership's election, and provided for interest only payments until maturity. In June 2000, the Operating Partnership amended the 1997 Unsecured Line of Credit which extended the maturity date to June 30, 2003 and included the right, subject to certain conditions, to increase the aggregate commitment up to $400,000 (the "2000 Unsecured Line of Credit"). On September 27, 2002, the Consolidated Operating Partnership, through the Operating Partnership, amended and restated the 2000 Unsecured Line of Credit (the "2002 Unsecured Line of Credit"). The 2002 Unsecured Line of Credit matures on September 30, 2005 and bears interest at a floating rate of LIBOR plus .70%, or the Prime Rate, at the Consolidated Operating Partnership's election. The net unamortized deferred financing costs related to the 2000 Unsecured Line of Credit and any additional deferred financing costs incurred amending the 2002 Unsecured Line of Credit are being amortized over the life of the 2002 Unsecured Line of Credit in accordance with Emerging Issues Task Force Issue 98-14, "Debtor's Accounting for Changes in Line-of-Credit or Revolving-Debt Arrangements". The 2002 Unsecured Line of Credit contains certain financial covenants relating to debt service coverage, market value net worth, dividend payout ratio and total funded indebtedness. In September 2001, the Consolidated Operating Partnership, through the Operating Partnership, entered into two interest rate swap agreements (together, the "2001 Interest Rate Swap Agreements") which fixed the interest rate on a portion of the Operating Partnership's outstanding borrowings on its unsecured line of credit. The Consolidated Operating Partnership designated both of these transactions as cash flow hedges. The first interest rate swap agreement had a notional value of $25,000, was effective from October 5, 2001 through October 5, 2002 and fixed the LIBOR rate at 2.5775%. The second interest rate swap agreement has a notional value of $25,000, is effective from October 5, 2001 through July 5, 2003 and fixed the LIBOR rate at 3.0775%. In January 2002 and August 2002, the Consolidated Operating Partnership, through the Operating Partnership, entered into two interest rate swap agreements (together, the "2002 Interest Rate Swap Agreements") which fixed the interest rate on a portion of the Company's unsecured line of credit. The Consolidated Operating Partnership designated the 2002 Interest Rate Swap Agreements as cash flow hedges. The January 2002 interest swap agreement has a notional value of $25,000, is effective from February 4, 2002 through February 4, 2003 and fixed the LIBOR rate at 2.4975%. The August 2002 interest rate swap agreement has a notional value of $25,000, is effective from September 5, 2002 through September 5, 2003 and fixed the LIBOR rate at 1.884%. Any payments or receipts from the 2002 Interest Rate Swap Agreements will be treated as a component of interest expense. The Consolidated Operating Partnership anticipates that the 2001 Interest Rate Swap Agreements and the 2002 Interest Rate Swap Agreements will be highly effective, and, as a result, the change in value will be shown in other comprehensive income. The following table discloses information about all of the Consolidated Operating Partnership's outstanding interest rate swap agreements (the "Interest Rate Swap Agreements") at December 31, 2002.
Notional Amount Effective Date Maturity Date LIBOR Rate - --------------- ----------------- ------------------ ---------- $ 25,000 October 5, 2001 July 5, 2003 3.0775% $ 25,000 February 4, 2002 February 4, 2003 2.4975% $ 25,000 September 5, 2002 September 5, 2003 1.884%
F-19 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 6. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND UNSECURED LINES OF CREDIT, CONTINUED The following table discloses certain information regarding the Consolidated Operating Partnership's mortgage loans, senior unsecured debt and unsecured lines of credit:
OUTSTANDING BALANCE AT ACCRUED INTEREST PAYABLE AT INTEREST RATE AT ------------------------------ --------------------------- ---------------- DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, MATURITY 2002 2001 2002 2001 2002 DATE ------------ ------------ ------------ ------------ ---------------- --------- MORTGAGE LOANS PAYABLE, NET CIGNA Loan. ................... $ -- $ 33,214 $ -- $ 207 7.500% (6) Assumed Loans.................. 6,015 6,538 -- -- 9.250% 1/01/13 LB Loan II..................... -- 705 -- 24 8.000% (1) Acquisition Mortgage Loan III.. -- 3,065 -- -- 8.875% (9) Acquisition Mortgage Loan IV... 2,215 2,286 17 -- 8.950% 10/01/06 Acquisition Mortgage Loan VI... -- 923 (2) -- 7 8.875% (7) Acquisition Mortgage Loan VIII 5,733 -- 39 -- 8.260% 12/01/19 Acquisition Mortgage Loan IX... 5,946 -- 41 -- 8.260% 12/01/19 ----------- ----------- --------- --------- Total ......................... $ 19,909 $ 46,731 $ 97 $ 238 =========== =========== ========= ========= SENIOR UNSECURED DEBT, NET 2005 Notes .................... $ 50,000 $ 50,000 $ 383 $ 383 6.900% 11/21/05 2006 Notes .................... 150,000 150,000 875 875 7.000% 12/01/06 2007 Notes .................... 149,977 (3) 149,972 (3) 1,457 1,457 7.600% 5/15/07 2011 PATS ..................... 99,610 (3) 99,563 (3) 942 942 7.375% 5/15/11 (4) 2017 Notes .................... 99,857 (3) 99,847 (3) 625 625 7.500% 12/01/17 2027 Notes .................... 15,052 (3) 99,877 (3) 138 914 7.150% 5/15/27 (5) 2028 Notes .................... 199,799 (3) 199,791 (3) 7,009 7,009 7.600% 7/15/28 2011 Notes .................... 199,502 (3) 199,441 (3) 4,343 4,343 7.375% 3/15/11 2012 Notes .................... 198,717 (3) -- 2,903 -- 6.875% 4/15/12 2032 Notes .................... 49,346 (3) -- 818 -- 7.750% 4/15/32 ----------- ----------- --------- --------- Total ........................ $ 1,211,860 $ 1,048,491 $ 19,493 $ 16,548 =========== =========== ========= ========= UNSECURED LINES OF CREDIT 2000 Unsecured Line of Credit.. $ -- $ 182,500 $ -- $ 571 (8) (8) =========== =========== ========= ========= 2002 Unsecured Line of Credit.. $ 170,300 $ -- $ 415 $ -- 2.88% 9/30/05 =========== =========== ========= =========
(1) On June 14, 2002, The Consolidated Operating Partnership, through the Operating Partnership, paid off and retired the LB Loan II (2) At December 31, 2001, the Acquisition Mortgage Loan VI is net of an unamortized premium of $41. (3) At December 31, 2002, the 2007 Notes, 2011 PATS, 2017 Notes, 2027 Notes, 2028 Notes, the 2011 Notes, 2012 Notes and the 2032 Notes are net of unamortized discounts of $23, $390, $143, $18, $201, $498, $1,283 and $654, respectively. At December 31, 2001, the 2007 Notes, 2011 PATS, 2017 Notes, 2027 Notes, 2028 Notes and the 2011 Notes are net of unamortized discounts of $28, $437, $153, $123, $209 and $559, respectively. (4) The 2011 PATS are redeemable at the option of the holder thereof, on May 15, 2004. (5) The 2027 Notes were redeemable at the option of the holders thereof, on May 15, 2002. The Consolidated Operating Partnership, through the Operating Partnership, redeemed $84,930 of the 2027 Notes outstanding on May 15, 2002. (6) The Consolidated Operating Partnership paid off and retired the CIGNA Loan on October 1, 2002. (7) On July 2, 2002, the Consolidated Operating Partnership paid off and retired the Acquisition Mortgage Loan VI. (8) The 2000 Unsecured Line of Credit was amended and restated in September 2002. (9) The Consolidated Operating Partnership paid off and retired the Acquisition Mortgage Loan III on December 4, 2002. F-20 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 6. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND UNSECURED LINES OF CREDIT, CONTINUED Fair Value At December 31, 2002 and 2001, the fair value of the Consolidated Operating Partnership's mortgage loans payable, senior unsecured debt, unsecured lines of credit and Put Option were as follows:
December 31, 2002 December 31, 2001 ------------------------------- ------------------------------ Carrying Fair Carrying Fair Amount Value Amount Value ------------------------------- ------------- ------------- Mortgage Loans Payable....................... $ 19,909 $ 23,282 $ 46,731 $ 49,963 Senior Unsecured Debt........................ 1,211,860 1,325,937 1,048,491 1,041,955 Unsecured Line of Credit (variable rate)..... 95,300 95,300 132,500 132,500 Unsecured Line of Credit (fixed rate)........ 75,000 75,357 50,000 50,231 Put Option................................... 350 16,480 604 6,290 ------------ ------------ ------------- ------------ Total........................................ $ 1,402,419 $ 1,536,356 $ 1,278,326 $ 1,280,939 ============ ============ ============= ============
The fair values of the 2005 Notes, 2006 Notes and 2032 Notes were determined by quoted market prices. The fair values of the Consolidated Operating Partnerships remaining senior unsecured debt, mortgage loans payable, the fixed rate portion of the unsecured line of credit and Put Option were determined by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The fair value of the variable rate portion of the unsecured line of credit was not materially different than its carrying value due to the variable interest rate nature of the loan. Other Comprehensive Income In conjunction with the prior issuances of senior unsecured debt, the Consolidated Operating Partnership, through the Operating Partnership, entered into interest rate protection agreements to fix the interest rate on anticipated offerings of senior unsecured debt (the "Interest Rate Protection Agreements"). In the next 12 months, the Consolidated Operating Partnership will amortize approximately $204 of the Interest Rate Protection Agreements into net income as an increase to interest expense. The following is a roll forward of the accumulated other comprehensive income balance relating to the Consolidated Operating Partnership's derivative transactions: Balance at December 31, 2001................................. $ (12,381) Settlement of Interest Rate Protection Agreements....... 1,772 Mark-to-Market of Interest Rate Swap Agreements......... (126) Amortization of Interest Rate Protection Agreements..... 176 ---------- Balance at December 31, 2002................................. $ (10,559) ==========
The following is a schedule of the stated maturities and scheduled principal payments of the mortgage loans, senior unsecured debt and unsecured line of credit for the next five years ending December 31, and thereafter:
Amount ------------- 2003.................. $ 932 2004.................. 1,010 2005.................. 221,404 2006.................. 153,022 2007.................. 151,197 Thereafter............ 877,714 ------------ Total................. $ 1,405,279 ============
F-21 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 7. PARTNERS' CAPITAL The Operating Partnership has issued general partnership units and limited partnership units (together, the "Units") and preferred general partnership units. The general partnership units resulted from capital contributions from the Company. The limited partnership units are issued in conjunction with the acquisition of certain properties (See discussion below). Subject to lock-up periods and certain adjustments, limited partnership units are convertible into common stock, par value $.01, of the Company on a one-for-one basis or cash at the option of the Company. The preferred general partnership units result from preferred capital contributions from the Company. The preferred general partnership units have an aggregate liquidation priority of $250,000 as of December 31, 2002 and $350,000 as of December 31, 2001. The Operating Partnership is required to make all required distributions on the preferred general partnership units prior to any distribution of cash or assets to the holders of the Units. The consent of the holder of the preferred general partnership units is required to alter such holder's rights as to allocations and distributions, to alter or modify such holder's rights with respect to redemption, to cause the early termination of the Operating Partnership, or to amend the provisions of the partnership agreement which requires such consent. Unit Contributions: For the year ended December 31, 2002, the Operating Partnership issued 18,203 Units valued, in the aggregate, at $633 in exchange for interests in certain properties. These contributions are reflected in the Consolidated Operating Partnership's financial statements as limited partner contributions. For the year ended December 31, 2001, the Operating Partnership issued 44,579 Units valued, in the aggregate, at $1,491 in exchange for interests in certain properties. These contributions are reflected in the Consolidated Operating Partnership's financial statements as limited partner contributions. For the year ended December 31, 2000, the Operating Partnership issued 114,715 Units valued, in the aggregate, at $3,474 in exchange for interests in certain properties. These contributions are reflected in the Consolidated Operating Partnership's financial statements as limited partner contributions. For the year ended December 31, 2002, certain employees of the Company exercised 561,418 non-qualified employee stock options. Gross proceeds to the Company approximated $15,895. The gross proceeds from the option exercises were contributed to the Operating Partnership in exchange for Units and are reflected in the Consolidated Operating Partnership's financial statements as a general partner contribution. For the year ended December 31, 2001, certain employees of the Company exercised 717,836 non-qualified employee stock options. Gross proceeds to the Company approximated $18,521. The gross proceeds from the option exercises were contributed to the Operating Partnership in exchange for Units and are reflected in the Consolidated Operating Partnership's financial statements as a general partner contribution. For the year ended December 31, 2000, certain employees of the Company exercised 518,550 non-qualified employee stock options. Gross proceeds to the Company approximated $12,478. The gross proceeds from the option exercises were contributed to the Operating Partnership in exchange for Units and are reflected in the Consolidated Operating Partnership's financial statements as a general partner contribution. Preferred Contributions: On May 14, 1997 the Company issued 4,000,000 Depositary Shares, each representing 1/100th of a share of the Company's 8 3/4%, $.01 par value, Series B Cumulative Preferred Stock (the "Series B Preferred Stock"), at an initial offering price of $25 per Depositary Share. The net proceeds of approximately $96,292 received from the Series B Preferred Stock were contributed to the Operating Partnership in exchange for 8 3/4% Series B Cumulative Preferred Units (the "Series B Preferred Units"). On or after May 14, 2002, the Series B Preferred Stock became redeemable for cash at the option of the Company, in whole or in part, at a redemption price equivalent to $25 per Depositary Share, or $100,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. On April 12, 2002, F-22 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 7. PARTNERS' CAPITAL, CONTINUED the Company called for the redemption of all of its outstanding Series B Preferred Stock at the price of $25 per share, plus accrued and unpaid dividends. The Company redeemed the Series B Preferred Stock on May 14, 2002 and paid a prorated second quarter dividend of $.26736 per Depositary Share, totaling approximately $1,069. The Series B Cumulative Preferred Units were redeemed on May 14, 2002 as well. On June 6, 1997, the Company issued 2,000,000 Depositary Shares, each representing 1/100th of a share of the Company's 8 5/8%, $.01 par value, Series C Cumulative Preferred Stock (the "Series C Preferred Stock"), at an initial offering price of $25 per Depositary Share. The net proceeds of $47,997 received from the Series C Preferred Stock were contributed to the Operating Partnership in exchange for 8 5/8% Series C Cumulative Preferred Units (the "Series C Preferred Units") and are reflected in the Consolidated Operating Partnership's financial statements as a general partner preferred unit contribution. On February 4, 1998, the Company issued 5,000,000 Depositary Shares, each representing 1/100th of a share of the Company's 7.95%, $.01 par value, Series D Cumulative Preferred Stock (the "Series D Preferred Stock"), at an initial offering price of $25 per Depositary Share. The net proceeds of $120,562 received from the Series D Preferred Stock were contributed to the Operating Partnership in exchange for 7.95% Series D Cumulative Preferred Units (the "Series D Preferred Units") and are reflected in the Consolidated Operating Partnership's financial statements as a general partner preferred unit contribution. On March 18, 1998, the Company issued 3,000,000 Depositary Shares, each representing 1/100th of a share of the Company's 7.90%, $.01 par value, Series E Cumulative Preferred Stock (the "Series E Preferred Stock"), at an initial offering price of $25 per Depositary Share. The net proceeds of $72,138 received from the Series E Preferred Stock were contributed to the Operating Partnership in exchange for 7.90% Series E Cumulative Preferred Units (the "Series E Preferred Units") and are reflected in the Consolidated Operating Partnership's financial statements as a general partner preferred unit contribution. Distributions: On January 22, 2002, the Operating Partnership paid a fourth quarter 2001 distribution of $.6800 per Unit, totaling approximately $31,196. On April 22, 2002, the Operating Partnership paid a first quarter 2002 distribution of $.6800 per Unit, totaling approximately $31,453. On July 22, 2002, the Operating Partnership paid a second quarter 2002 distribution of $.6800 per Unit, totaling approximately $31,607. On October 21, 2002, the Operating Partnership paid a third quarter 2002 distribution of $.6800 per Unit, totaling approximately $31,620. On April 1, 2002, the Operating Partnership paid first quarter distributions of $54.688 per unit on its Series B Preferred Units, $53.906 per Unit on its Series C Preferred Units, $49.687 per unit on its Series D Preferred Units and $49.375 per unit on its Series E Preferred Units. The preferred unit distributions paid on April 1, 2002, totaled approximately $7,231. On May 14, 2002, the Operating Partnership paid a prorated second quarter distribution of $26.736 per unit, totaling approximately $1,069 on its Series B Preferred Units. On July 1, 2002, September 30, 2002 and December 31, 2002 the Operating Partnership paid second, third and fourth quarter distributions of $53.906 per unit on its Series C Preferred Units, $49.687 per unit on its Series D Preferred Units and $49.375 per unit on its Series E Preferred Units. The preferred unit distributions paid on July 1, 2002, September 30, 2002 and December 31, 2002 totaled approximately $5,044, respectively. Repurchase of Units: In March 2000, the Company's Board of Directors approved the repurchase of up to $100,000 of the Company's common stock. The Company may make purchases from time to time, if price levels warrant, in the open market or in privately negotiated transactions. During the year ended December 31, 2002, the Company repurchased 1,091,500 shares of its common stock at a weighted average price of approximately $27.02 per share. During the year ended December 31, 2001, the Company repurchased 1,003,300 shares of its common stock at a weighted average price of approximately $28.30 per share. The Operating Partnership repurchased general F-23 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 7. PARTNERS' CAPITAL, CONTINUED partnership units from the Company in the same amount. During the year ended December 31, 2000, the Company repurchased 394,300 shares of its common stock at a weighted average price of approximately $29.67 per share. The Operating Partnership repurchased general partnership units from the Company in the same amount. 8. ACQUISITION AND DEVELOPMENT OF REAL ESTATE In 2002, the Consolidated Operating Partnership acquired 67 in-service industrial properties comprising, in the aggregate, approximately 4.2 million square feet (unaudited) of GLA and several land parcels for a total purchase price of approximately $181,553, excluding costs incurred in conjunction with the acquisition of the properties. Twenty-one of the 67 industrial properties acquired, comprising approximately .6 million square feet (unaudited) of GLA, were acquired from the September 1998 Joint Venture for an aggregate purchase price of approximately $19,340. Eight of the 67 industrial properties acquired, comprising approximately .2 million square feet (unaudited) of GLA, were acquired from the September 1999 Joint Venture for an aggregate purchase price of approximately $13,000. The Consolidated Operating Partnership also completed the development of 17 properties comprising approximately 3.2 million square feet (unaudited) of GLA at a cost of approximately $116,806. In 2001, the Consolidated Operating Partnership acquired 70 properties comprising approximately 3.8 million square feet (unaudited) of GLA and several land parcels for a total purchase price of approximately $204,609. Two of the 70 industrial properties acquired, comprising approximately .1 million square feet (unaudited) of GLA, were acquired from the September 1998 Joint Venture for an aggregate purchase price of approximately $5,845. The Consolidated Operating Partnership also completed the development of six properties comprising approximately .9 million square feet (unaudited) of GLA at a cost of approximately $39,639. In 2000, the Consolidated Operating Partnership acquired 82 in-service industrial properties and one industrial property under redevelopment comprising, in the aggregate, approximately 5.6 million square feet (unaudited) of GLA and several land parcels for a total purchase price of approximately $314,307 and completed the development of 20 properties and one redevelopment comprising approximately 3.6 million square feet (unaudited) of GLA at a cost of approximately $125,794. 9. SALE OF REAL ESTATE AND REAL ESTATE HELD FOR SALE In 2002, the Consolidated Operating Partnership sold 69 industrial properties comprising approximately 5.8 million square feet (unaudited) of GLA that were not classified as held for sale at December 31, 2001, 12 properties comprising approximately .9 million square feet (unaudited) of GLA that were classified as held for sale at December 31, 2001, 15 properties comprising approximately 2.3 (unaudited) million square feet of GLA that were sold to the December 2001 Joint Venture and several land parcels. Gross proceeds from these sales were approximately $386,101. The gain on sale of real estate was approximately $49,848, of which $33,439 is shown in discontinued operations. In accordance with FAS 144, the results of operations and gain on sale of real estate for the 69 of the 96 sold properties that were not identified as held for sale at December 31, 2001, are included in discontinued operations. In 2001, the Consolidated Operating Partnership, through the Operating Partnership, sold 124 industrial properties and several land parcels. The aggregate gross sales price of these sales totaled approximately $317,618. The Consolidated Operating Partnership also recognized gains in 2001 on prior period sales that were previously deferred. The gain on sales totaled approximately $42,942. In 2000, the Consolidated Operating Partnership, through the Operating Partnership, sold 105 industrial properties and several land parcels. The aggregate gross sales price of these sales totaled approximately $404,046. The gain on sales totaled approximately $25,430. F-24 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 9. SALE OF REAL ESTATE AND REAL ESTATE HELD FOR SALE, CONTINUED In conjunction with certain property sales, the Consolidated Operating Partnership provided seller financing on behalf of certain buyers. At December 31, 2002, the Consolidated Operating Partnership had mortgage notes receivable outstanding of approximately $29,103, which is included as a component of prepaid expenses and other assets. At December 31, 2001, the Consolidated Operating Partnership had a mortgage note receivable outstanding of approximately $500, which is included as a component of prepaid expenses and other assets. At December 31, 2002, the Consolidated Operating Partnership had four industrial properties comprising approximately .3 million square feet (unaudited) of GLA held for sale. Net carrying value of the industrial properties held for sale at December 31, 2002 is approximately $7,040. In accordance with FAS 144, the results of operations of the four properties identified as held for sale during 2002 are included in discontinued operations. There can be no assurance that such properties held for sale will be sold. The following table discloses certain information regarding the four industrial properties held for sale by the Consolidated Operating Partnership.
YEAR ENDED ---------------------------------------------------- 2002 2001 2000 --------- ------------- ------------- Total Revenues.................... $ 1,891 $ 1,972 $ 1,682 Operating Expenses................ (719) (696) (603) Depreciation and Amortization..... (220) (223) (197) -------- ------------ ------------ Income from Operations............ $ 952 $ 1,053 $ 882 ======== ============ ============
In connection with the Consolidated Operating Partnership's periodic review of the carrying values of its properties and due to the continuing softness of the economy in certain of its markets and indications of current market values for comparable properties, the Consolidated Operating Partnership determined in the fourth quarter of 2001 that an impairment valuation in the amount of approximately $6,490 should be recorded for certain properties located in the Columbus, Ohio and Des Moines, Iowa markets. In the fourth quarter of 2000, the Consolidated Operating Partnership recognized a valuation provision on real estate of approximately $2,169 relating to properties located in Grand Rapids, Michigan. The fair value was determined by a quoted market price less transaction costs. F-25 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 10. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS Supplemental disclosure of cash flow information:
Year Ended Year Ended Year Ended December 31, December 31, December 31, 2002 2001 2000 --------------- -------------- --------------- Interest paid, net of capitalized interest.. $ 84,791 $ 76,835 $ 80,171 =============== ============== =============== Interest capitalized........................ $ 7,792 $ 9,950 $ 5,203 =============== ============== =============== Supplemental schedule of noncash investing and financing activities: Distribution payable on units............... $ 31,106 $ 31,196 $ 30,281 =============== ============== =============== Distribution payable on preferred units..... $ -- $ -- $ 7,231 =============== ============== =============== Issuance of Units in exchange for property.. $ 633 $ 1,491 $ 3,474 =============== ============== =============== Exchange of Limited partnership units for General partnership units: Limited partnership units................ $ 4,616 $ (7,797) $ (5,706) General partnership units................ (4,616) 7,797 5,706 --------------- -------------- --------------- $ -- $ -- $ -- =============== ============== =============== In conjunction with the property and land acquisitions, the following liabilities were assumed: Purchase of real estate..................... $ 181,553 $ 204,609 $ 314,307 Accounts payable and accrued expenses....... (2,140) (2,044) (3,820) Mortgage Debt............................... (11,844) -- -- --------------- -------------- --------------- $ 167,569 $ 202,565 $ 310,487 =============== ============== =============== In conjunction with certain property sales, the Operating Partnership provided seller financing on behalf of certain buyers: Notes receivable............................ $ 35,462 $ -- $ 7,749 =============== ============== ===============
F-26 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 11. EARNINGS PER UNIT The computation of basic and diluted EPU is presented below:
Year Ended Year Ended Year Ended December 31, December 31, December 31, 2002 2001 2000 -------------- -------------- -------------- Numerator: Income from Continuing Operations............................... $ 95,272 $ 137,832 $ 121,241 Less: Preferred Distributions................................... (23,432) (28,924) (28,924) ----------- ----------- ----------- Income from Continuing Operations Available to Unitholders Before Extraordinary Loss For Basic and Diluted EPU......... 71,840 108,908 92,317 Discontinued Operations......................................... 42,034 10,440 8,575 ----------- ----------- ----------- Net Income Available to Unitholders Before Extraordinary Loss For Basic and Diluted EPU............................... 113,874 119,348 100,892 Extraordinary Loss.............................................. (888) (10,309) -- ----------- ----------- ----------- Net Income Available to Unitholders............................. $ 112,986 $ 109,039 $ 100,892 =========== =========== =========== Denominator: Weighted Average Units - Basic.................................. 46,165,083 46,381,774 45,928,359 Effect of Dilutive Securities: Employee and Director Common Stock Options of the Company that Result in the Issuance of General Partnership Units............................................ 201,868 278,527 256,069 ----------- ----------- ----------- Weighted Average Units Outstanding - Diluted.................... 46,366,951 46,660,301 46,184,428 =========== =========== =========== Basic EPU: Income from Continuing Operations Available to Unitholders Before Extraordinary Loss.................................... $ 1.56 $ 2.35 $ 2.01 =========== =========== =========== Discontinued Operations......................................... $ .91 $ .23 $ .19 =========== =========== =========== Net Income Available to Unitholders Before Extraordinary Loss......................................................... $ 2.47 $ 2.57 $ 2.20 =========== =========== =========== Extraordinary Loss.............................................. $ (.02) $ (.22) $ -- =========== =========== =========== Net Income Available to Unitholders............................. $ 2.45 $ 2.35 $ 2.20 =========== =========== =========== Diluted EPU: Income from Continuing Operations Available to Unitholders Before Extraordinary Loss.................................... $ 1.55 $ 2.33 $ 2.00 =========== =========== =========== Discontinued Operations......................................... $ .91 $ .22 $ .19 =========== =========== ============= Net Income Available to Unitholders Before Extraordinary Loss......................................................... $ 2.46 $ 2.56 $ 2.18 =========== =========== ============ Extraordinary Loss.............................................. $ (.02) $ (.22) $ -- =========== =========== ============ Net Income Available to Unitholders............................. $ 2.44 $ 2.34 $ 2.18 =========== =========== ============
12. FUTURE RENTAL REVENUES The Consolidated Operating Partnership's properties are leased to tenants under net and semi-net operating leases. Minimum lease payments receivable, excluding tenant reimbursements of expenses, under noncancelable operating leases in effect as of December 31, 2002 are approximately as follows: 2003 $ 214,848 2004 162,403 2005 114,916 2006 76,493 2007 50,827 Thereafter 81,176 ---------- Total $ 700,663 ==========
From January 1, 2003 to March 7, 2003, the Consolidated Operating Partnership acquired or completed development of two industrial properties for a total estimated investment of approximately $26,650. The Consolidated Operating Partnership also sold five industrial properties and one land parcel for approximately $11,793 of gross proceeds. F-27 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 13. EMPLOYEE BENEFIT PLANS The Company maintains three stock incentive plans, (the "Stock Incentive Plans"), which are administered by the Compensation Committee of the Board of Directors of the Company. There are approximately 10.0 million shares reserved under the Stock Incentive Plans. Only officers and other employees of the Company and its affiliates generally are eligible to participate in the Stock Incentive Plans. However, independent Directors of the Company have received automatic annual grants of options to purchase 10,000 shares at a per share exercise price equal to the fair market value of a share on the date of grant. The Stock Incentive Plans authorize (i) the grant of stock options that qualify as incentive stock options under Section 422 of the Code, (ii) the grant of stock options that do not so qualify, (iii) restricted stock awards, (iv) performance share awards and (v) dividend equivalent rights. The exercise price of stock options is determined by the Compensation Committee. Special provisions apply to awards granted under the Stock Incentive Plans in the event of a change in control in the Company. As of December 31, 2002, stock options and restricted stock covering 4.0 million shares were outstanding and 3.6 million shares were available under the Stock Incentive Plans. The outstanding stock options generally vest over one to three year periods and have lives of ten years. Stock option transactions are summarized as follows:
Weighted Average Exercise Price per Exercise Price per Share Share Share ------------------ ------------------- -------------------- Outstanding at December 31, 1999............... 2,776,267 $27.04 $ 18.25-$31.13 Granted..................................... 937,250 $27.34 $ 27.13-$30.00 Exercised or Converted...................... (605,550) $24.58 $ 18.25-$31.13 Expired or Terminated....................... (84,500) $28.63 $ 25.13-$31.13 ------------- Outstanding at December 31, 2000 3,023,467 $27.61 $ 18.25-$31.13 Granted..................................... 1,030,900 $32.98 $ 31.05-$33.125 Exercised................................... (717,836) $25.99 $ 20.25-$31.125 Expired or Terminated....................... (387,086) $30.13 $ 21.125-$33.125 ------------- Outstanding at December 31, 2001............... 2,949,445 $29.55 $ 18.25-$33.125 Granted..................................... 945,600 $30.72 $ 30.53-$33.15 Exercised................................... (561,418) $28.32 $ 22.75-$33.125 Expired or Terminated....................... $30.52 $ 25.125-$33.125 (190,992) ------------- Outstanding at December 31, 2002............... 3,142,635 $30.06 $ 18.25-$33.15 =============
The following table summarizes currently outstanding and exercisable options as of December 31, 2002:
Options Outstanding Options Exercisable ----------------------------------------------------------- --------------------------------------- Weighted Average Weighted Weighted Number Remaining Average Number Average Range of Exercise Price Outstanding Contractual Life Exercise Price Exercisable Exercise Price - ------------------------ ---------------- ------------------ --------------- ---------------- ------------------ $18.25-$27.69 782,352 5.88 $25.61 658,098 $25.31 $30.00-$33.15 2,360,283 7.73 $31.54 944,763 $31.43
F-28 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 13. EMPLOYEE BENEFIT PLANS, CONTINUED In September 1994, the Board of Directors approved and the Company adopted a 401(k)/Profit Sharing Plan. Under the Company's 401(k)/Profit Sharing Plan, all eligible employees may participate by making voluntary contributions. The Company may make, but is not required to make, matching contributions. For the years ended December 31, 2002, 2001 and 2000, the Company, through the Operating Partnership, made matching contributions of approximately $99, $220 and $211, respectively. In March 1996, the Board of Directors approved and the Company adopted a Deferred Income Plan. At December 31, 2002, 1,118,233 units were outstanding. During 2002, the Company awarded 90,260 shares of restricted Common Stock to certain employees and 3,720 shares of restricted Common Stock to certain Directors. The Operating Partnership issued Units to the Company in the same amount. These restricted shares of Common Stock had a fair value of approximately $3,232 on the date of grant. The restricted Common Stock vests over a period from one to ten years. Compensation expense will be charged to earnings in the Operating Partnership's consolidated statements of operations over the vesting period. During 2001, the Company awarded 94,450 shares of restricted Common Stock to certain employees and 3,699 shares of restricted Common Stock to certain Directors. These restricted shares of Common Stock had a fair value of approximately $3,133 on the date of grant. The restricted Common Stock vests over a period from one to ten years. Compensation expense will be charged to earnings in the Operating Partnership's consolidated statements of operations over the vesting period. During 2000, the Company awarded 355,139 shares of restricted Common Stock to certain employees and 3,663 shares of restricted Common Stock to certain Directors. Other employees of the Company converted certain in-the-money employee stock options to 14,903 shares of restricted Common Stock. The Operating Partnership issued Units to the Company in the same amount. These restricted shares of Common Stock had a fair value of approximately $9,689 on the date of grant. The restricted Common Stock vests over a period from one to ten years. Compensation expense will be charged to earnings in the Operating Partnership's consolidated statements of operations over the vesting period. 14. RELATED PARTY TRANSACTIONS The Consolidated Operating Partnership periodically engages in transactions for which CB Richard Ellis, Inc. acts as a broker. A relative of one of the Company's officers/Directors is an employee of CB Richard Ellis, Inc. For the years ended December 31, 2002, 2001 and 2000, this relative received brokerage commissions in the amount of $51, $17, and $60, respectively, from the Consolidated Operating Partnership. The Consolidated Operating Partnership periodically utilizes consulting services from the private consulting firm of one of the Company's Directors. For the years ended December 31, 2002 and 2001, the Consolidated Operating Partnership paid no fees to this entity. For the year ended December 31, 2000, the Consolidated Operating Partnership paid approximately $5 of fees to this entity. In January and February 2001, First Industrial Development Services, Inc. ("FRDS") purchased all of the voting and non-voting shares (a total of 25,790 shares) of FRDS held by certain executive officers of the Company for approximately $1.3 million, in connection with FRDS' election to become a wholly-owned taxable REIT subsidiary of the Company. At the time of the transaction, these executive officers had equity interests in FRDS totaling 2.76%. The conversion of FRDS to a wholly-owned taxable REIT subsidiary of the Company will not have a material impact on the financial position or results of operations of the Consolidated Operating Partnership. On November 19, 1998, the Consolidated Operating Partnership, through the Operating Partnership, sold two industrial properties to two limited partnerships, Roosevelt Glen Corporate Center ("Roosevelt") and Hartford Center Investment Company ("Hartford"), for a total consideration of approximately $8,341. An entity in which one of the shareholders is the Chairman of the Board of Directors ("TSIC") has a 11.638% general partner interest in Roosevelt. TSIC has a 12.39% general partner interest in Hartford. On December 4, 1998, the Consolidated Operating Partnership, through the Operating Partnership, sold one industrial property to Eastgate Shopping Center Investment Co. ("Eastgate"), a limited partnership, for a total consideration of approximately $2,521. TSIC has a F-29 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 14. RELATED PARTY TRANSACTIONS, CONTINUED 12.972% general partner interest in Eastgate. In each case, the purchaser had the option of selling the properties back to the Operating Partnership and the Operating Partnership had the option of buying the properties back from the purchaser for a stipulated period of time. In January 2000, the purchasers exercised their options to sell the properties back to the Operating Partnership. Due to the existence and exercise of the options mentioned above, the sales were not recognized. 15. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Consolidated Operating Partnership is involved in legal actions arising from the ownership of its properties. In management's opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a materially adverse effect on the consolidated financial position, operations or liquidity of the Consolidated Operating Partnership. Thirteen properties have leases granting the tenants options to purchase the property. Such options are exercisable at various times and at appraised fair market value or at a fixed purchase price generally in excess of the Consolidated Operating Partnership's depreciated cost of the asset. The Consolidated Operating Partnership has no notice of any exercise of any tenant purchase option. The Consolidated Operating Partnership has committed to the construction of 31 industrial properties totaling approximately 2.8 million square feet (unaudited) of GLA. The estimated total construction costs are approximately $155.9 million (unaudited). Of this amount, approximately $26.2 million remains to be funded. These developments are expected to be funded with proceeds from the sale of select properties, cash flows from operations and borrowings under the Consolidated Operating Partnership's 2002 Unsecured Line of Credit. The Consolidated Operating Partnership expects to place in service all of the development projects during the next twelve months. There can be no assurance that the Consolidated Operating Partnership will place these projects in service during the next twelve months or that the actual completion cost will not exceed the estimated completion cost stated above. At December 31, 2002, the Consolidated Operating Partnership, through the Operating Partnership had 11 letters of credit outstanding in the aggregate amount of $5,713. These letters of credit expire between March 2003 and August 2004. 16. SUBSEQUENT EVENTS (UNAUDITED) On January 27, 2003, the Operating Partnership paid a fourth quarter 2002 distribution of $.6850 per Unit, totaling approximately $31,106. On March 5, 2003, the Operating Partnership declared a first quarter 2003 distribution of $.6850 per Unit which is payable on April 21, 2003. The Operating Partnership also declared first quarter 2003 distributions of $53.906 per unit, $49.687 per unit and $49.375 per unit on its Series C Preferred Units, Series D Preferred Units and Series E Preferred Units, respectively, totaling, in the aggregate, approximately $5,044, which is payable on March 31, 2003. From January 1, 2003 to March 7, 2003, the Company awarded 1,073 shares of restricted common stock to certain Directors. These shares of restricted common stock had a fair value of approximately $31 on the date of grant. The Consolidated Operating Partnership, through the Operating Partnership, issued Units to the Company in the same amount. The restricted common stock vests over ten years. Compensation expense will be charged to earnings in the Operating Partnership's consolidated statements of operations over the respective vesting period. F-30 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 16. SUBSEQUENT EVENTS (UNAUDITED), CONTINUED From January 1, 2003 to March 7, 2003, the Company repurchased 37,300 shares of it's common stock at a weighted average price of approximately $26.73 per share. The Operating Partnership repurchased general partnership units from the Company in the same amount. 17. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The following table summarizes quarterly financial information of the Consolidated Operating Partnership. The first, second and third fiscal quarters of 2002 and all fiscal quarters in 2001 have been restated in accordance with FAS 144. As a result, income from continuing operations and income from discontinued operations in this table will not agree to the income from continuing operations and income from discontinued operations presented in prior financial statements filed with the Securities and Exchange Commission. F-31 FIRST INDUSTRIAL, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 17. QUARTERLY FINANCIAL INFORMATION (UNAUDITED), CONTINUED
YEAR ENDED DECEMBER 31, 2002 -------------------------------------------------------------- FIRST SECOND THIRD FOURTH QUARTER QUARTER QUARTER QUARTER ----------- ------------- -------------- -------------- Total Revenues.................................................. $ 70,556 $ 73,001 $ 72,981 $ 73,498 Equity In Income of Other Real Estate Partnerships.............. 15,395 17,668 7,182 12,793 Equity In Income (Loss) of Joint Ventures....................... 222 354 559 (672) Gain on Sale of Real Estate..................................... 5,339 4,495 8,175 (1,600) Income from Continuing Operations............................... 30,115 28,718 23,362 13,077 Income from Discontinued Operations............................. 4,631 7,019 8,838 21,546 Extraordinary Loss.............................................. -- (888) -- -- Net Income...................................................... 34,746 34,849 32,200 34,623 Preferred Unit Distributions.................................... (7,231) (6,113) (5,044) (5,044) ----------- ------------ ------------- ------------- Net Income Available to Unitholders............................. $ 27,515 $ 28,736 $ 27,156 $ 29,579 =========== ============ ============= ============= Earnings Per Unit: Income from Continuing Operations Available to Unitholders Before Extraordinary Loss per Weighted Average Unit Outstanding: Basic........................... $ 0.50 $ 0.49 $ 0.39 $ 0.18 =========== ============ ============= ============= Diluted......................... $ 0.50 $ 0.49 $ 0.39 $ 0.17 =========== ============ ============= ============= Net Income Available to Unitholders Before Extraordinary Loss per Weighted Average Unit Outstanding: Basic........................... $ 0.60 $ 0.64 $ 0.58 $ 0.64 =========== ============ ============= ============= Diluted......................... $ 0.60 $ 0.64 $ 0.58 $ 0.64 =========== ============ ============= ============= Net Income Available to Unitholders per Weighted Average Unit Outstanding: Basic........................... $ 0.60 $ 0.62 $ 0.58 $ 0.64 =========== ============ ============= ============= Diluted......................... $ 0.60 $ 0.62 $ 0.58 $ 0.64 =========== ============ ============= =============
YEAR ENDED DECEMBER 31, 2001 --------------------------------------------------------------- FIRST SECOND THIRD FOURTH QUARTER QUARTER QUARTER QUARTER ------------ ------------- -------------- --------------- Total Revenues.................................................. $ 79,421 $ 76,316 $ 73,060 $ 74,505 Equity In Income of Other Real Estate Partnerships.............. 9,295 14,693 14,718 9,243 Equity In Income (Loss) of Joint Ventures....................... 186 250 315 (1,542) Gain on Sale of Real Estate..................................... 11,919 9,693 12,131 9,199 Income from Continuing Operations............................... 36,769 39,643 42,164 19,256 Income from Discontinued Operations............................. 2,608 2,716 3,108 2,008 Extraordinary Loss.............................................. -- (10,309) -- -- Net Income...................................................... 39,377 32,050 45,272 21,264 Preferred Unit Distributions.................................... (7,231) (7,231) (7,231) (7,231) ----------- ------------ ------------- -------------- Net Income Available to Unitholders............................. $ 32,146 $ 24,819 $ 38,041 $ 14,033 =========== ============ ============= ============== Earnings Per Unit: Income from Continuing Operations Available to Unitholders Before Extraordinary Loss per Weighted Average Unit Outstanding: Basic........................... $ 0.64 $ 0.70 $ 0.75 $ 0.26 =========== ============ ============= ============== Diluted......................... $ 0.63 $ 0.69 $ 0.74 $ 0.26 =========== ============ ============= ============== Net Income Available to Unitholders Before Extraordinary Loss per Weighted Average Unit Outstanding: =========== ============ ============= ============== Basic........................... $ 0.70 $ 0.75 $ 0.81 $ 0.30 =========== ============ ============= ============== Diluted......................... $ 0.69 $ 0.75 $ 0.81 $ 0.30 =========== ============ ============= ============== Net Income Available to Unitholders per Weighted Average Unit Outstanding: Basic........................... $ 0.70 $ 0.53 $ 0.81 $ 0.30 =========== ============ ============= ============== Diluted......................... $ 0.69 $ 0.53 $ 0.81 $ 0.30 =========== ============ ============= ==============
F-32 OTHER REAL ESTATE PARTNERSHIPS INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
PAGE ---- FINANCIAL STATEMENTS Report of Independent Accountants............................................... F-34 Combined Balance Sheets of the Other Real Estate Partnerships as of December 31, 2002 and 2001................................................................... F-35 Combined Statements of Operations of the Other Real Estate Partnerships for the Years Ended December 31, 2002, 2001 and 2000.................................... F-36 Combined Statements of Changes in Partners' Capital of the Other Real Estate Partnerships for the Years Ended December 31, 2002, 2001 and 2000............... F-37 Combined Statements of Cash Flows of the Other Real Estate Partnerships for the Years Ended December 31, 2002, 2001 and 2000.................................... F-38 Notes to Combined Financial Statements.......................................... F-39
F-33 REPORT OF INDEPENDENT ACCOUNTANTS To the Partners of the Other Real Estate Partnerships In our opinion, the accompanying combined balance sheets and the related combined statements of operations, of changes in partners' capital and of cash flows present fairly, in all material respects, the financial position of the Other Real Estate Partnerships at December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Other Real Estate Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As discussed in Note 3 to the consolidated financial statements, on January 1, 2002, the Other Real Estate Partnerships adopted the provisions of Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". PricewaterhouseCoopers LLP Chicago, Illinois February 11, 2003 F-34 OTHER REAL ESTATE PARTNERSHIPS COMBINED BALANCE SHEETS (Dollars in thousands)
December 31, December 31, 2002 2001 ---------------- ---------------- ASSETS Assets: Investment in Real Estate: Land.................................................... $ 52,055 $ 53,103 Buildings and Improvements.............................. 327,526 336,556 Furniture, Fixtures and Equipment....................... 84 84 Construction in Progress................................ -- 13,288 Less: Accumulated Depreciation.......................... (47,113) (47,527) ------------- ------------- Net Investment in Real Estate........................ 332,552 355,504 Real Estate Held for Sale, Net of Accumulated Depreciation and Amortization of $116 at December 31, 2001........... -- 2,048 Cash and Cash Equivalents.................................. 2,316 1,650 Restricted Cash............................................ 2,768 16,370 Tenant Accounts Receivable, Net............................ 1,055 1,811 Deferred Rent Receivable................................... 1,512 3,302 Deferred Financing Costs, Net.............................. 1,478 1,544 Prepaid Expenses and Other Assets, Net..................... 93,655 47,966 ------------- ------------- Total Assets.......................................... $ 435,336 $ 430,195 ============= ============= LIABILITIES AND PARTNERS' CAPITAL Liabilities: Mortgage Loans Payable, Net................................ $ 40,080 $ 40,728 Accounts Payable and Accrued Expenses...................... 10,140 4,017 Rents Received in Advance and Security Deposits............ 3,986 3,794 ------------- ------------- Total Liabilities............................... 54,206 48,539 ------------- ------------- Commitments and Contingencies................................. -- -- Partners' Capital 381,130 381,656 ------------- ------------- Total Liabilities and Partners' Capital............... $ 435,336 $ 430,195 ============= =============
The accompanying notes are an integral part of the financial statements. F-35 OTHER REAL ESTATE PARTNERSHIPS COMBINED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS)
Year Ended Year Ended Year Ended December 31, December 31, December 31, 2002 2001 2000 --------------- ------------ -------------- Revenues: Rental Income.............................................. $ 43,586 $ 37,273 $ 36,959 Tenant Recoveries and Other Income......................... 12,850 10,538 11,221 ------------- ------------ ------------ Total Revenues....................................... 56,436 47,811 48,180 ------------- ------------ ------------ Expenses: Real Estate Taxes.......................................... 6,703 5,861 5,585 Repairs and Maintenance.................................... 2,155 1,653 1,229 Property Management........................................ 1,785 1,500 1,398 Utilities.................................................. 1,633 1,140 1,539 Insurance.................................................. 436 259 162 Other...................................................... 1,492 3,441 2,983 Interest................................................... 2,948 3,739 3,040 Amortization of Deferred Financing Costs................... 67 67 67 Depreciation and Other Amortization........................ 10,825 8,407 9,170 Valuation Provision on Real Estate......................... -- 3,010 731 ------------- ------------ ------------ Total Expenses........................................ 28,044 29,077 25,904 ------------- ------------ ------------ Income from Continuing Operations Before Gain on Sale of Real Estate................................................ 28,392 18,734 22,276 Gain on Sale of Real Estate................................... 67 21,405 3,852 ------------- ------------ ------------ Income from Continuing Operations............................. 28,459 40,139 26,128 Income from Discontinued Operations (Including Gain on Sale of Real Estate of $21,218 for the Year Ended December 31, 2002)...................................................... 25,028 9,323 11,116 ------------- ------------ ------------ Net Income.................................................... $ 53,487 $ 49,462 $ 37,244 ============= ============ ============
The accompanying notes are an integral part of the financial statements. F-36 COMBINED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DOLLARS IN THOUSANDS)
Total ----------- Balance at December 31, 1999.......... $ 394,950 Contributions...................... 95,425 Distributions...................... (140,384) Net Income......................... 37,244 ---------- Balance at December 31, 1999.......... $ 387,235 ---------- Contributions...................... 164,960 Distributions...................... (178,706) Redemption of Preferred Partnership Interest........................ (41,295) Net Income......................... 49,462 ---------- Balance at December 31, 2000.......... $ 381,656 ---------- Contributions...................... 104,473 Distributions...................... (158,486) Net Income......................... 53,487 ---------- Balance at December 31, 2001.......... $ 381,130 ==========
The accompanying notes are an integral part of the financial statements. F-37 OTHER REAL ESTATE PARTNERSHIPS COMBINED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS)
Year Ended Year Ended Year Ended December 31, 2002 December 31, 2001 December 31, 2000 ----------------- ----------------- ----------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income............................................... $ 53,487 $ 49,462 $ 37,244 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation.......................................... 10,763 11,321 10,344 Amortization of Deferred Financing Costs.............. 67 67 67 Other Amortization.................................... 1,309 1,236 1,053 Valuation Provision on Real Estate.................... -- 3,010 731 Gain on Sale of Real Estate........................... (21,285) (21,405) (3,866) Increase in Tenant Accounts Receivable and Prepaid Expenses and Other Assets, Net............. (4,926) (13,802) (4,299) Decrease (Increase) in Deferred Rent Receivable...... 628 (231) (644) Increase (Decrease) in Accounts Payable and Accrued Expenses and Rents Received in Advance and Security Deposits........................................... 5,373 (16,954) 8,583 (Increase) Decrease in Restricted Cash................ (102) (1,452) 406 ------------ ------------ ------------ Net Cash Provided by Operating Activities.......... 45,314 11,252 49,619 ------------ ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of and Additions to Investment in Real Estate (47,269) (769) (33,200) Net Proceeds from Sales of Investment in Real Estate.. 43,608 51,943 28,000 Repayment of Mortgage Loans Receivable................ 13,599 6,865 2,764 Decrease (Increase) in Restricted Cash................ 13,704 (13,730) (169) ------------ ------------ ------------ Net Cash Provided by (Used in) Investing Activities 23,642 44,309 (2,605) ------------ ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Contributions......................................... 104,473 185,514 95,425 Distributions......................................... (158,486) (199,260) (140,384) Repayments on Mortgage Loans Payable.................. (608) (566) (520) Redemption of Preferred Units......................... --- (41,295) --- Purchase of U.S. Government Securities................ (13,669) (1,123) (1,244) ------------ ------------ ------------ Net Cash Used in Financing Activities.............. (68,290) (56,730) (46,723) ------------ ------------ ------------ Net Increase (Decrease) in Cash and Cash Equivalents.. 666 (1,169) 291 Cash and Cash Equivalents, Beginning of Period........ 1,650 2,819 2,528 ------------ ------------ ------------ Cash and Cash Equivalents, End of Period.............. $ 2,316 $ 1,650 $ 2,819 ============ ============ ============
The accompanying notes are an integral part of the financial statements. F-38 OTHER REAL ESTATE PARTNERSHIPS NOTES TO COMBINED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 1. ORGANIZATION AND FORMATION OF PARTNERSHIPS First Industrial, L.P. (the "Operating Partnership") was organized as a limited partnership in the state of Delaware on November 23, 1993. The sole general partner is First Industrial Realty Trust, Inc. (the "Company") with an approximate 85.0% ownership interest at December 31, 2002. The Company is a real estate investment trust ("REIT") as defined in the Internal Revenue Code. The Company's operations are conducted primarily through the Operating Partnership. The limited partners of the Operating Partnership own, in the aggregate, approximately a 15.0% interest in the Operating Partnership at December 31, 2002. The Operating Partnership owns at least a 99% limited partnership interest in First Industrial Financing Partnership, L.P. (the "Financing Partnership"), First Industrial Securities, L.P. (the "Securities Partnership"), First Industrial Mortgage Partnership, L.P (the "Mortgage Partnership"), First Industrial Pennsylvania, L.P. (the "Pennsylvania Partnership"), First Industrial Harrisburg, L.P. (the "Harrisburg Partnership"), First Industrial Indianapolis, L.P. (the "Indianapolis Partnership"), TK-SV, LTD. and FI Development Services, L.P. (together, the "Other Real Estate Partnerships"). The general partners of the Other Real Estate Partnerships are separate corporations, each with at least a .01% general partnership interest in the Other Real Estate Partnerships for which it acts as a general partner. Each general partner of the Other Real Estate Partnerships is a wholly-owned subsidiary of the Company. On a combined basis, as of December 31, 2002, the Other Real Estate partnerships owned 110 in-service industrial properties, containing an aggregate of approximately 10.1 million square feet (unaudited) of GLA. Of the 110 industrial properties owned by the Other Real Estate Partnerships at December 31, 2002, 16 are held by the Mortgage Partnership, 45 are held by the Pennsylvania Partnership, 16 are held by the Securities Partnership, 19 are held by the Financing Partnership, eight are held by the Harrisburg Partnership, five are held by the Indianapolis Partnership and one is held by TK-SV, LTD. Profits, losses and distributions of the Other Real Estate Partnerships are allocated to the general partner and the limited partners in accordance with the provisions contained within its restated and amended partnership agreement. F-39 OTHER REAL ESTATE PARTNERSHIPS NOTES TO COMBINED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 2. BASIS OF PRESENTATION The combined financial statements of the Other Real Estate Partnerships at December 31, 2002 and 2001 and for each of the years ended December 31, 2002, 2001 and 2000 include the accounts and operating results of the Other Real Estate Partnerships on a combined basis. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES In order to conform with generally accepted accounting principles, management, in preparation of the Other Real Estate Partnerships' financial statements, is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of December 31, 2002 and 2001, and the reported amounts of revenues and expenses for each of the years ended December 31, 2002, 2001 and 2000. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include all cash and liquid investments with an initial maturity of three months or less. The carrying amount approximates fair value due to the short maturity of these investments. Investment in Real Estate and Depreciation Purchase accounting has been applied when ownership interests in properties were acquired for cash. The historical cost basis of properties has been carried over when certain ownership interests were exchanged for Operating Partnership units on July 1, 1994, and purchase accounting has been used for all other properties that were subsequently acquired for Operating Partnership units. Investment in Real Estate is carried at cost. The Other Real Estate Partnerships reviews its properties on a quarterly basis for impairment and provides a provision if impairments are found. To determine if impairment may exist, the Other Real Estate Partnerships reviews its properties and identifies those that have had either an event of change or event of circumstances warranting further assessment of recoverability (such as a decrease in occupancy). If further assessment of recoverability is needed, the Other Real Estate Partnerships estimates the future net cash flows expected to result from the use of the property and its eventual disposition, on an individual property basis. If the sum of the expected future net cash flows (undiscounted and without interest charges) is less than the carrying amount of the property, on an individual property basis, the Other Real Estate Partnerships will recognize an impairment loss based upon the estimated fair value of such property. For properties management considers held for sale, the Other Real Estate Partnerships ceases depreciating the properties and values the properties at the lower of depreciated cost or fair value, less costs to dispose. If circumstances arise that were previously considered unlikely, and as a result, the Other Real Estate Partnerships decides not to sell a property previously classified as held for sale, the Other Real Estate Partnerships will classify such property as held and used. Such property is measured at the lower of its carrying amount (adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used) or fair value at the date of the subsequent decision not to sell. Properties held for sale at December 31, 2002 represent properties in which the Company has an executed contract to sell. F-40 OTHER REAL ESTATE PARTNERSHIPS NOTES TO COMBINED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED Interest expense, real estate taxes, compensation costs of development personnel and other directly related expenses incurred during construction periods are capitalized and depreciated commencing with the date placed in service, on the same basis as the related assets. Depreciation expense is computed using the straight-line method based on the following useful lives:
Years ----- Buildings and Improvements........................... 31.5 to 40 Land Improvements.................................... 15 Furniture, Fixtures and Equipment.................... 5 to 10
Construction expenditures for tenant improvements, leasehold improvements and leasing commissions (inclusive of compensation costs of leasing personnel) are capitalized and amortized over the terms of each specific lease. Repairs and maintenance are charged to expense when incurred. Expenditures for improvements are capitalized. Deferred Financing Costs Deferred financing costs include fees and costs incurred to obtain long-term financing. These fees and costs are being amortized over the terms of the respective loans. Accumulated amortization of deferred financing costs was $449 and $383 at December 31, 2002 and 2001, respectively. Unamortized deferred financing costs are written-off when debt is retired before the maturity date. Revenue Recognition Rental income is recognized on a straight-line method under which contractual rent increases are recognized evenly over the lease term. Tenant recovery income includes payments from tenants for taxes, insurance and other property operating expenses and is recognized as revenues in the same period the related expenses are incurred by the Other Real Estate Partnerships. The Other Real Estate Partnerships provide an allowance for doubtful accounts against the portion of tenant accounts receivable which is estimated to be uncollectible. Accounts receivable in the combined balance sheets are shown net of an allowance for doubtful accounts of $343 as of December 31, 2002 and December 31, 2001. For accounts receivable the Other Real Estate Partnerships deem uncollectible, the Other Real Estate Partnerships uses the direct write-off method. Gain on Sale of Real Estate Gain on sale of real estate is recognized using the full accrual method. Gains relating to transactions which do not meet the full accrual method of accounting are deferred and recognized when the full accrual method of accounting criteria are met or by using the installment or deposit methods of profit recognition, as appropriate in the circumstances. As the assets are sold, their costs and related accumulated depreciation are removed from the accounts with resulting gains or losses reflected in net income or loss. Estimated future costs to be incurred by the Other Real Estate Partnerships after completion of each sale are included in the determination of the gains on sales. F-41 OTHER REAL ESTATE PARTNERSHIPS NOTES TO COMBINED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED Income Taxes In accordance with partnership taxation, each of the partners are responsible for reporting their share of taxable income or loss. The Other Real Estate Partnerships are subject to certain state and local income, excise and franchise taxes. The provision for such state and local taxes has been reflected in general and administrative expense in the statement of operations and has not been separately stated due to its insignificance. Fair Value of Financial Instruments The Other Real Estate Partnerships' financial instruments include short-term investments, tenant accounts receivable, net, mortgage notes receivable, accounts payable, other accrued expenses and mortgage loans payable. The fair values of the short-term investments, tenant accounts receivable, net, mortgage notes receivable, accounts payable and other accrued expenses were not materially different from their carrying or contract values. See Note 4 for the fair values of the mortgage loans payable. Discontinued Operations On January 1, 2002, the Other Real Estate Partnerships adopted the Financial Accounting Standards Board's ("FASB") Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long Lived Assets" ("FAS 144"). FAS 144 addresses financial accounting and reporting for the disposal of long lived assets. FAS 144 requires that the results of operations and gains or losses on the sale of property sold subsequent to December 31, 2001 that were not classified as held for sale at December 31, 2001 as well as the results of operations from properties that were classified as held for sale subsequent to December 31, 2001 be presented in discontinued operations if both of the following criteria are met: (a) the operations and cash flows of the property have been (or will be) eliminated from the ongoing operations of the Other Real Estate Partnerships as a result of the disposal transaction and (b) the Other Real Estate Partnerships will not have any significant continuing involvement in the operations of the property after the disposal transaction. FAS 144 also requires prior period results of operations for these properties to be restated and presented in discontinued operations in prior consolidated statements of operations. Segment Reporting Management views the Other Real Estate Partnerships as a single segment. Recent Accounting Pronouncements In April 2002, the FASB issued Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections" ("FAS 145"). FAS 145 rescinds both Statement of Financial Accounting Standards No. 4, "Reporting Gains and Losses from Extinguishment of Debt" ("FAS 4"), and the amendment to FAS 4, Statement of Financial Accounting Standards No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements". FAS 145 eliminates the requirement that gains and losses from the extinguishment of debt be aggregated and, if material, classified as an extraordinary item, net of the related income tax effect, unless the criteria in Accounting Principles Board Opinion No. 30, "Reporting the Results of Operations- Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" are met. FAS 145 is effective for fiscal years beginning after May 15, 2002. In January of 2003, the Other Real Estate Partnerships paid off and retired the 1995 Mortgage Loan (hereinafter defined). As this pay off and retirement was prior to the stated maturity date of the 1995 Mortgage Loan F-42 OTHER REAL ESTATE PARTNERSHIPS NOTES TO COMBINED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED (hereinafter defined), the Company wrote off unamortized deferred financing costs in the amount of approximately $1.5 million. Prior to the issuance of FAS 145, this write off would have been characterized as extraordinary. Under FAS 145, it is not considered extraordinary, but instead part of continuing operations. For financial statements issued in 2003 and after, prior period extraordinary losses due to debt extinguishment will be reclassified as part of continuing operations. The Other Real Estate Partnerships believe that FAS 145 will not have an impact on its consolidated financial position or liquidity. In June 2002, the FASB issued Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("FAS 146"). FAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at its fair value in the period in which the liability is incurred. FAS 146 applies to costs associated with an exit or disposal activity including, but not limited to, costs to terminate a contract that is not a capital lease, costs to consolidate facilities or relocate employees and certain one-time termination benefits provided to current employees that are involuntarily terminated. FAS 146 is effective for exit or disposal activities initiated after December 31, 2002. The Other Real Estate Partnerships do not expect FAS 146 to have a material effect on its consolidated financial position, liquidity, or results of operations. In November 2002, the FASB issued Financial Accounting Standards Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 addresses disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees. FIN 45 clarifies that a guarantor is required to recognize, at the inception of the guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. In addition, FIN 45 requires footnote disclosure of certain other information pertaining to guarantees. FIN 45 generally applies to contracts or indemnification agreements that contingently require the guarantor to make payments to the guaranteed party based on changes in an underlying variable that is related to an asset, liability, or an equity security of the guaranteed party, contracts that contingently require the guarantor to make payments to the guaranteed party based on another entity's failure to perform under an obligation agreement, and, in some cases, indirect guarantees of the indebtedness of others. The disclosure requirements of FIN 45 are effective for financial statements of interim or annual periods ending after December 15, 2002. The initial recognition and initial measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The Other Real Estate Partnerships has adopted the disclosure requirements of FIN 45 as of December 15, 2002 and does not expect the recognition requirements, which are to be applied on a prospective basis to guarantees issued or modified after December 31, 2002, to have a material impact on the Other Real Estate Partnership's financial position, liquidity, or results of operations. In December 2002, the FASB issued Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure" ("FAS 148"). FAS 148 amends Financial Accounting Standards No. 123, "Accounting for Stock Based Compensation" ("FAS 123"). FAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, FAS 148 amends the disclosure requirements of FAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. FAS 148 is effective for financial statements for fiscal years ending after December 15, 2002. The Other Real Estate Partnerships is adopting FAS 123, as amended by FAS 148, beginning January 1, 2003 using the Prospective Method of transition as described in FAS 148. The Other Real Estate Partnerships do not expect FAS 148 to have a material effect on its consolidated financial position, liquidity, or results of operations. In January 2003, the FASB issued Financial Accounting Standards Interpretation No. 46, "Consolidation of Variable Interest Entities- an interpretation of ARB No. 51" ("FIN 46"). FIN 46 addresses consolidation by business enterprises of special purpose entities ("SPEs") to which the usual condition for consolidation described in Accounting Research Bulletin No. 51 does not apply because the SPEs have no voting interests or otherwise are not subject to control through ownership of voting interests. For Variable Interest Entities created before February 1, F-43 OTHER REAL ESTATE PARTNERSHIPS NOTES TO COMBINED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED 2003, the provisions of FIN 46 are effective no later than the beginning of the first interim or annual reporting period that starts after June 15, 2003. For Variable Interest Entities created after January 31, 2003, the provisions of FIN 46 are effective immediately. The Other Real Estate Partnerships are currently assessing the impact of FIN 46 on its consolidated financial position, liquidity, and results of operations. Reclassification Certain 2001 and 2000 items have been reclassified to conform to the 2002 presentation. 4. MORTGAGE LOANS PAYABLE, NET On December 29, 1995 the Other Real Estate Partnerships, through the Mortgage Partnership, borrowed $40,200 under a mortgage loan (the "1995 Mortgage Loan"). In June 2000, the Other Real Estate Partnerships purchased approximately $1.2 million of U.S. Government securities as substitute collateral to execute a legal defeasance of approximately $1.2 million of the 1995 Mortgage Loan. In March 2001, the Other Real Estate Partnerships purchased approximately $1.1 million of U.S. Government securities as substitute collateral to execute a legal defeasance of approximately $1.1 million of the 1995 Mortgage Loan. In January 2002, the Other Real Estate Partnerships purchased approximately $.8 million of U.S. Government securities as substitute collateral to execute a legal defeasance of approximately $.8 million of the 1995 Mortgage Loan. In June 2002, the Other Real Estate Partnerships purchased approximately $1.9 million of U.S. Government securities as substitute collateral to execute a legal defeasance of approximately $1.9 million of the 1995 Mortgage Loan. In December 2002, the Other Real Estate Partnerships purchased approximately $11.1 million of U.S. Government securities as substitute collateral to execute a legal defeasance of approximately $11.1 million of the 1995 Mortgage Loan. The terms of these legal defeasances require the Mortgage Partnership to use the gross proceeds from the maturities of the U.S. Government securities to paydown and subsequently retire the defeased portion of the 1995 Mortgage Loan in January 2003. Upon the execution of these legal defeasances, seven properties collateralizing the 1995 Mortgage Loan were released and subsequently sold. The Other Real Estate Partnerships is carrying the defeased portions of the 1995 Mortgage Loan on its balance sheet until it pays down and retires the defeased portions of the 1995 Mortgage Loan in January 2003. The 1995 Mortgage Loan provided for monthly principal and interest payments based on a 28-year amortization schedule and was to mature on January 11, 2026. The interest rate under the 1995 Mortgage Loan was fixed at 7.22% per annum through January 11, 2003. After January 11, 2003, the interest rate was to adjust through a predetermined formula based on the applicable Treasury rate. At December 31, 2002, the 1995 Mortgage Loan was collateralized by 16 properties held by the Mortgage Partnership. On January 13, 2003, the Other Real Estate Partnerships, through the Mortgage Partnership, paid off and retired the 1995 Mortgage Loan. Under the terms of the 1995 Mortgage Loan, certain cash reserves were required to be and have been set aside for payments of tenant security deposit refunds, payments of capital expenditures, interest, real estate taxes, insurance and re-leasing costs. The amount of cash reserves segregated for security deposits was adjusted as tenants turn over. The amounts included in the cash reserves relating to payments of capital expenditures, interest, real estate taxes and insurance was determined by the lender and approximated the next periodic payment of such items. The amount included in the cash reserves relating to re-leasing costs resulted from a deposit of a lease termination fee that was to be used to cover costs of re-leasing that space. At December 31, 2002 and 2001, these reserves totaled $2,768 and $2,640, respectively, and are included in restricted cash. Such cash reserves were invested in a money market fund at December 31, 2002. The maturity of these investments is one day; accordingly, cost approximates fair value. On January 13, 2003, the Other Real Estate Partnerships, through the Mortgage Partnership, paid off and retired the 1995 Mortgage Loan at which time such cash reserves were released to the Other Real Estate Partnerships. F-44 OTHER REAL ESTATE PARTNERSHIPS NOTES TO COMBINED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 4. MORTGAGE LOANS PAYABLE, NET, CONTINUED On July 16, 1998, the Other Real Estate Partnerships, through TK-SV, LTD., assumed a mortgage loan in the principal amount of $2,566 (the "Acquisition Mortgage Loan V"). The Acquisition Mortgage Loan V is collateralized by one property in Tampa, Florida, bears interest at a fixed rate of 9.01% and provides for monthly principal and interest payments based on a 30-year amortization schedule. The Acquisition Mortgage Loan V matures on September 1, 2006. The Acquisition Mortgage Loan V may be prepaid only after August 2002 in exchange for the greater of a 1% prepayment fee or a yield maintenance premium. The following table discloses certain information regarding the Other Real Estate Partnerships' mortgage loans:
OUTSTANDING BALANCE AT ACCRUED INTEREST PAYABLE AT INTEREST RATE AT ---------------------- --------------------------- ---------------- DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, MATURITY 2002 2001 2002 2001 2002 DATE ------------ ------------ ------------ ------------ -------------- ---------- MORTGAGE LOANS PAYABLE 1995 Mortgage Loan........... $ 37,482 (1) $ 38,063 (1) $ 158 $ 160 7.22% 1/11/26 Acquisition Mortgage Loan V.. 2,598 (2) 2,665 (2) 18 - 9.01% 9/01/06 ----------- ----------- --------- ---------- Total........................ $ 40,080 $ 40,728 $ 176 $ 160 =========== =========== ========= ==========
(1) The entire loan was paid off and retired on January 2003. (2) At December 31, 2002 and 2001, the Acquisition Mortgage Loan V is net of unamortized premiums of $143 and $180, respectively. Fair Value: At December 31, 2002 and 2001, the fair value of the Other Real Estate Partnerships' mortgage loans payable were as follows:
December 31, 2002 December 31, 2001 -------------------------------- ---------------------------- Carrying Fair Carrying Fair Amount Value Amount Value ------------ ----------- ------------ ------------ Mortgage Loans Payable..... $ 40,080 $ 40,069 $ 40,728 $ 41,317 ------------- ----------- ---------- ------------ Total...................... $ 40,080 $ 40,069 $ 40,728 $ 41,317 ============= =========== ========== ============
The fair value of the Other Real Estate Partnerships' mortgage loans payable were determined by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The following is a schedule of maturities of the mortgage loans for the next four years ending December 31, and thereafter:
Amount ----------- 2003.................. $ 37,514 2004.................. 34 2005.................. 37 2006 ................. 2,352 ----------- Total................. $ 39,937 ===========
The Other Real Estate Partnerships, through the Mortgage Partnership, paid off and retired the 1995 Mortgage Loan on January 13, 2003. As a result, the 1995 Mortgage Loan is shown as maturing in 2003. F-45 OTHER REAL ESTATE PARTNERSHIPS NOTES TO COMBINED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 5. STOCKHOLDERS' EQUITY Preferred Stock In 1995, the Company issued 1,650,000 shares of 9.5%, $ .01 par value, Series A Cumulative Preferred Stock (the "Series A Preferred Stock") at an initial offering price of $25 per share. The Other Real Estate Partnerships issued a preferred limited partnership interest to the Company in the same amount. On or after November 17, 2000, the Series A Preferred Stock became redeemable for cash at the option of the Company, in whole or in part, at $25 per share, or $41,250 in the aggregate, plus dividends accrued and unpaid to the redemption date. On March 9, 2001, the Company called for the redemption of all of the outstanding Series A Preferred Stock at the price of $25 per share, plus accrued and unpaid dividends. The Other Real Estate Partnerships redeemed their preferred limited partnership interest with the Company on April 9, 2001 and paid a prorated second quarter dividend of $.05872 per share, totaling approximately $97. 6. ACQUISITION AND DEVELOPMENT OF REAL ESTATE In 2002, the Other Real Estate Partnerships acquired 23 in-service industrial properties comprising, in the aggregate, approximately 1.4 million square feet (unaudited) of GLA and several land parcels for a total purchase price of approximately $57,855, excluding costs incurred in conjunction with the acquisition of the properties. In 2001, the Other Real Estate Partnerships acquired nine in-service industrial properties comprising approximately .6 million square feet (unaudited) of GLA for a total purchase price of approximately $22,905 and completed the development of one property comprising approximately .2 million square feet (unaudited) of GLA at a cost of approximately $8,352. In 2000, the Other Real Estate Partnerships acquired one in-service industrial property comprising approximately .2 million square feet (unaudited) of GLA and several land parcels for a total purchase price of approximately $9,222 and completed the development of six properties and one redevelopment comprising approximately .5 million square feet (unaudited) of GLA at a cost of approximately $22,160. 7. SALE OF REAL ESTATE AND REAL ESTATE HELD FOR SALE In 2002, the Other Real Estate Partnerships sold 17 industrial properties comprising approximately 2.8 million square feet (unaudited) of GLA that were not classified as held for sale at December 31, 2001, one property comprising approximately .1 million square feet (unaudited) of GLA that was sold to the December 2001 Joint Venture, one land parcel and assigned to third parties the right to purchase certain properties. Gross proceeds from these sales were approximately $87,410. The gain on sale of real estate was approximately $21,285, of which $21,218 is shown in discontinued operations. In accordance with FAS 144, the results of operations and gain on sale of real estate for the 17 of the 18 sold properties that were not identified as held for sale at December 31, 2001 and the gain associated with the assignment to third parties of the right to purchase certain properties are included in discontinued operations. In 2001, the Other Real Estate Partnerships sold eight in-service properties and several parcels of land. Gross proceeds from these sales totaled approximately $69,321. The gain on sales totaled approximately $21,405. In 2000, the Other Real Estate Partnerships sold four in-service properties and several parcels of land. Gross proceeds from these sales totaled approximately $29,667. The gain on sales totaled approximately $3,866. F-46 OTHER REAL ESTATE PARTNERSHIPS NOTES TO COMBINED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 7. SALE OF REAL ESTATE AND REAL ESTATE HELD FOR SALE, CONTINUED In conjunction with certain property sales, the Other Real Estate Partnerships provides seller financing on behalf of certain buyers. At December 31, 2002, the Other Real Estate Partnerships had mortgage notes receivable outstanding of approximately $55,572, which is included as a component of prepaid expenses and other assets. At December 31, 2001, the Other Real Estate Partnerships had mortgage notes receivable outstanding of approximately $26,743, which is included as a component of prepaid expenses and other costs. At December 31, 2002, the Other Real Estate Partnerships had no properties held for sale. In connection with the Other Real Estate Partnerships' periodic review of the carrying values of its properties and due to the continuing softness of the economy in certain of its markets and indications of current market values for comparable properties, the Other Real Estate Partnerships determined in 2001 that an impairment valuation in the amount of approximately $3,010 should be recorded for certain properties located in the Des Moines, Iowa and Indianapolis, Indiana markets. In 2000, the Other Real Estate Partnerships recognized a valuation provision on real estate held for sale of approximately $731 relating to properties located in Grand Rapids, Michigan. The fair value was determined by a quoted market price less transaction costs. 8. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS Supplemental disclosure of cash flow information:
Year Ended Year Ended Year Ended December 31, December 31, December 31, 2002 2001 2000 ------------ ------------- -------------- Interest paid................ $ 2,932 $ 3,742 $ 3,042 ============ ============= ============== In conjunction with the property and land acquisitions, the following liabilities were assumed: Purchase of real estate...... $ 57,855 $ 22,905 $ 9,222 Accounts payable and accrued Expenses.................. (364) (109) -- ------------ ------------- -------------- $ 57,491 $ 22,796 $ 9,222 ============ ============= ============== In conjunction with certain property sales, the Other Real Estate Partnerships provided seller financing on behalf of certain buyers: Notes Receivable.......... $ 42,765 $ -- $ -- ============ ============= ==============
9. FUTURE RENTAL REVENUES The Other Real Estate Partnerships' properties are leased to tenants under net and semi-net operating leases. Minimum lease payments receivable, excluding tenant reimbursements of expenses, under noncancelable operating leases in effect as of December 31, 2002 are approximately as follows: 2003 $ 27,235 2004 18,892 2005 12,202 2006 8,024 2007 5,534 Thereafter 8,245 ----------- Total $ 80,132 ===========
F-47 OTHER REAL ESTATE PARTNERSHIPS NOTES TO COMBINED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 10. RELATED PARTY TRANSACTIONS Periodically, the Other Real Estate Partnerships utilizes real estate brokerage services from CB Richard Ellis, Inc., for which a relative of one of the Company's officers/Directors is an employee. For the year ended December 31, 2002, this relative received brokerage commissions in the amount of $23 from the Other Real Estate Partnerships. 11. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Other Real Estate Partnerships are involved in legal actions arising from the ownership of its properties. In management's opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a materially adverse effect on the combined financial position, operations or liquidity of the Other Real Estate Partnerships. Two properties have leases granting the tenants options to purchase the property. Such options are exercisable at various times and at appraised fair market value or at a fixed purchase price generally in excess of the Other Real Estate Partnerships' depreciated cost of the asset. The Other Real Estate Partnerships have no notice of any exercise of any tenant purchase option. 12. SUBSEQUENT EVENTS (UNAUDITED) On January 13, 2003, the Other Real Estate Partnerships, through the Mortgage Partnership, paid off and retired the 1995 Mortgage Loan. During the period January 1, 2003 through March 7, 2003, the Other Real Estate Partnerships sold one industrial property and one land parcel for approximately $3,930 of gross proceeds during this period. F-48 REPORT OF INDEPENDENT ACCOUNTANTS To the Partners of First Industrial, L.P. Our audits of the consolidated financial statements referred to in our report dated February 11, 2003 of First Industrial, L.P. which report and consolidated financial statements are included in this Annual Report on Form 10-K also included an audit of the financial statement schedule listed in the Index to Financial Statements and Financial Statement Schedule on page F-1 of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. PricewaterhouseCoopers LLP Chicago, Illinois February 11, 2003 S-1 CONSOLIDATED OPERATING PARTNERSHIP SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2002 (DOLLARS IN THOUSANDS)
COSTS CAPITALIZED SUBSEQUENT TO ACQUISITION OR (b) COMPLETION INITIAL COST AND VALUATION LOCATION (a) ------------------- PROVISION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS -------------- ATLANTA 1650 GA Highway 155 McDonough, GA 788 4,544 344 14101 Industrial Park Boulevard Covington, GA 285 1,658 541 801-804 Blacklawn Road Conyers, GA 361 2,095 714 1665 Dogwood Drive Conyers, GA 635 3,662 234 1715 Dogwood Drive Conyers, GA 288 1,675 245 11235 Harland Drive Covington, GA 125 739 70 4050 Southmeadow Parkway Atlanta, GA 401 2,813 211 4051 Southmeadow Parkway Atlanta, GA 726 4,130 1,057 4071 Southmeadow Parkway Atlanta, GA 750 4,460 886 3312 N. Berkeley Lake Road Duluth, GA 2,937 16,644 1,807 370 Great Southwest Parkway (g) Atlanta, GA 527 2,984 588 955 Cobb Place Kennesaw, GA 780 4,420 242 2084 Lake Industrial Court Conyers, GA 662 - 4,764 220 Greenwood Court McDonough, GA 2,015 - 8,820 1255 Oakbrook Drive Norcross, GA 195 1,107 41 1256 Oakbrook Drive Norcross, GA 336 1,907 172 1265 Oakbrook Drive Norcross, GA 307 1,742 130 1266 Oakbrook Drive Norcross, GA 234 1,326 26 1275 Oakbrook Drive Norcross, GA 400 2,269 53 1280 Oakbrook Drive Norcross, GA 281 1,592 133 1300 Oakbrook Drive Norcross, GA 420 2,381 31 1325 Oakbrook Drive Norcross, GA 332 1,879 123 1351 Oakbrook Drive Norcross, GA 370 2,099 53 1346 Oakbrook Drive Norcross, GA 740 4,192 47 1412 Oakbrook Drive Norcross, GA 313 1,776 45 BALTIMORE 3431 Benson Baltimore, MD 553 3,062 112 1801 Portal Baltimore, MD 251 1,387 176 1811 Portal Baltimore, MD 327 1,811 340 1831 Portal Baltimore, MD 268 1,486 452 1821 Portal Baltimore, MD 430 2,380 1,491 1820 Portal Baltimore, MD (f) 884 4,891 455 4845 Governers Way Frederick, MD 810 4,487 216 8900 Yellow Brick Road Baltimore, MD 447 2,473 369 7476 New Ridge Hanover, MD 394 2,182 209 1328 Charwood Road Hanover, MD 717 3,968 896 8779 Greenwood Place Savage, MD 704 3,896 520 1350 Blair Drive Odenton, MD 301 1,706 200 1360 Blair Drive Odenton, MD 321 1,820 84 1370 Blair Drive Odenton, MD 381 2,161 125 9020 Mendenhall Court Columbia, MD 530 3,001 48 CENTRAL PENNSYLVANIA 125 East Kensinger Drive Cranberry Township, PA 585 - 3,407
GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/02 ---------------------------------- BUILDING AND BUILDING ADDRESS LAND IMPROVEMENTS TOTAL ATLANTA 1650 GA Highway 155 788 4,888 5,676 14101 Industrial Park Boulevard 285 2,199 2,484 801-804 Blacklawn Road 361 2,809 3,170 1665 Dogwood Drive 635 3,896 4,531 1715 Dogwood Drive 288 1,920 2,208 11235 Harland Drive 125 809 933 4050 Southmeadow Parkway 425 3,000 3,425 4051 Southmeadow Parkway 726 5,187 5,913 4071 Southmeadow Parkway 828 5,269 6,096 3312 N. Berkeley Lake Road 3,052 18,337 21,389 370 Great Southwest Parkway (g) 546 3,552 4,098 955 Cobb Place 804 4,638 5,442 2084 Lake Industrial Court 804 4,623 5,426 220 Greenwood Court 1,700 9,135 10,835 1255 Oakbrook Drive 197 1,146 1,343 1256 Oakbrook Drive 339 2,076 2,415 1265 Oakbrook Drive 309 1,870 2,179 1266 Oakbrook Drive 235 1,350 1,586 1275 Oakbrook Drive 403 2,319 2,722 1280 Oakbrook Drive 283 1,724 2,006 1300 Oakbrook Drive 423 2,410 2,833 1325 Oakbrook Drive 334 2,000 2,334 1351 Oakbrook Drive 373 2,150 2,522 1346 Oakbrook Drive 744 4,235 4,979 1412 Oakbrook Drive 315 1,819 2,134 BALTIMORE 3431 Benson 562 3,165 3,727 1801 Portal 271 1,542 1,813 1811 Portal 354 2,125 2,479 1831 Portal 290 1,916 2,207 1821 Portal 468 3,833 4,301 1820 Portal 899 5,331 6,230 4845 Governers Way 824 4,689 5,513 8900 Yellow Brick Road 475 2,814 3,289 7476 New Ridge 401 2,384 2,785 1328 Charwood Road 715 4,866 5,581 8779 Greenwood Place 727 4,393 5,120 1350 Blair Drive 314 1,892 2,207 1360 Blair Drive 331 1,894 2,225 1370 Blair Drive 394 2,273 2,667 9020 Mendenhall Court 535 3,043 3,578 CENTRAL PENNSYLVANIA 125 East Kensinger Drive 1,143 2,849 3,992
ACCUMULATED DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS) ATLANTA 1650 GA Highway 155 1,162 1991 (n) 14101 Industrial Park Boulevard 416 1984 (n) 801-804 Blacklawn Road 654 1982 (n) 1665 Dogwood Drive 831 1973 (n) 1715 Dogwood Drive 472 1973 (n) 11235 Harland Drive 179 1988 (n) 4050 Southmeadow Parkway 648 1991 (n) 4051 Southmeadow Parkway 895 1989 (n) 4071 Southmeadow Parkway 1,157 1991 (n) 3312 N. Berkeley Lake Road 3,189 1969 (n) 370 Great Southwest Parkway (g) 736 1986 (n) 955 Cobb Place 611 1991 (n) 2084 Lake Industrial Court 258 1998 (n) 220 Greenwood Court 247 2000 (n) 1255 Oakbrook Drive 40 1984 (n) 1256 Oakbrook Drive 72 1984 (n) 1265 Oakbrook Drive 64 1984 (n) 1266 Oakbrook Drive 48 1984 (n) 1275 Oakbrook Drive 81 1986 (n) 1280 Oakbrook Drive 58 1986 (n) 1300 Oakbrook Drive 85 1986 (n) 1325 Oakbrook Drive 67 1986 (n) 1351 Oakbrook Drive 79 1984 (n) 1346 Oakbrook Drive 150 1985 (n) 1412 Oakbrook Drive 64 1985 (n) BALTIMORE 3431 Benson 374 1988 (n) 1801 Portal 186 1987 (n) 1811 Portal 313 1987 (n) 1831 Portal 282 1990 (n) 1821 Portal 657 1986 (n) 1820 Portal 618 1982 (n) 4845 Governers Way 546 1988 (n) 8900 Yellow Brick Road 331 1982 (n) 7476 New Ridge 285 1987 (n) 1328 Charwood Road 626 1986 (n) 8779 Greenwood Place 345 1978 (n) 1350 Blair Drive 110 1991 (n) 1360 Blair Drive 94 1991 (n) 1370 Blair Drive 117 1991 (n) 9020 Mendenhall Court 89 1981 (n) CENTRAL PENNSYLVANIA 125 East Kensinger Drive 124 2000 (n)
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COSTS CAPITALIZED SUBSEQUENT TO ACQUISITION OR (b) COMPLETION INITIAL COST AND VALUATION LOCATION (a) --------------------- PROVISION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS --------------- CHICAGO 2300 Hammond Drive Schaumburg, IL 442 1,241 1,111 3600 West Pratt Avenue Lincolnwood, IL 1,050 5,767 1,069 6750 South Sayre Avenue Bedford Park, IL 224 1,309 384 585 Slawin Court Mount Prospect, IL 611 3,505 13 2300 Windsor Court Addison, IL 688 3,943 636 3505 Thayer Court Aurora, IL 430 2,472 45 3600 Thayer Court Aurora, IL 636 3,645 378 736-776 Industrial Drive Elmhurst, IL 349 1,994 1,040 305-311 Era Drive Northbrook, IL 200 1,154 151 4330 South Racine Avenue Chicago, IL 448 1,893 236 12241 Melrose Street Franklin Park, IL 332 1,931 1,403 301 Alice Wheeling, IL 218 1,236 205 11939 S Central Avenue Alsip, IL 1,208 6,843 1,661 405 East Shawmut LaGrange, IL 368 2,083 36 1010-50 Sesame Street Bensenville, IL 979 5,546 599 5555 West 70th Place Bedford Park, IL 146 829 280 3200-3250 South St. Louis (g) Chicago, IL 110 625 1,036 3110-3130 South St. Louis Chicago, IL 115 650 55 7401 South Pulaski Chicago, IL 664 3,763 1,201 7501 S. Pulaski Chicago, IL 360 2,038 996 385 Fenton Lane West Chicago, IL 868 4,918 556 335 Crossroad Parkway Bolingbrook, IL 1,560 8,840 1,142 10435 Seymour Avenue Franklin Park, IL 181 1,024 634 905 Paramount Batavia, IL 243 1,375 383 1005 Paramount Batavia, IL 282 1,600 360 2120-24 Roberts Broadview, IL 220 1,248 417 405-17 University Drive Arlington Hts., IL 265 1,468 151 3575 Stern Avenue St. Charles, IL 431 2,386 50 3810 Stern Avenue St. Charles, IL 589 3,262 45 315 Kirk Road St. Charles, IL 1,404 7,774 109 700 Business Center Drive Mount Prospect, IL 270 1,492 120 555 Business Center Drive Mount Prospect, IL 241 1,336 80 800 Business Center Drive Mount Prospect, IL 631 3,493 233 580 Slawin Court Mount Prospect, IL 233 1,292 139 1150 Feehanville Drive Mount Prospect, IL 260 1,437 103 1200 Business Center D rive Mount Prospect, IL 765 4,237 380 1331 Business Center Drive Mount Prospect, IL 235 1,303 133 3627 Stern Avenue St. Charles, IL 187 1,034 28 301-329 Airport Blvd North Aurora, IL 570 3,156 194 19W661 101st Street Lemont, IL 1,200 6,643 92 19W751 101st Street Lemont, IL 789 4,368 103 175 Wall Street Glendale Heights, IL 427 2,363 42 800-820 Thorndale Avenue Bensenville, IL 751 4,159 63 830-890 Supreme Drive Bensenville, IL 671 3,714 57 1661 Feehanville Drive Mount Prospect, IL 985 5,455 390 CINCINNATI 9900-9970 Princeton Cincinnati, OH 545 3,088 1,487 2940 Highland Avenue Cincinnati, OH 1,717 9,730 1,957 4700-4750 Creek Road Blue Ash, OH 1,080 6,118 901 12072 Best Place Springboro, OH 426 - 3,374 901 Pleasant Valley Drive Springboro, OH 304 1,721 300 4440 Mulhauser Road Cincinnati, OH 1,067 39 5,361 4434 Mulhauser Road Cincinnati, OH 444 16 4,499 9449 Glades Drive Hamilton, OH 464 - 4,316 COLUMBUS 3800 Lockbourne Industrial Pkwy (q) Columbus, OH 1,133 6,421 120 1819 North Walcutt Road (q) Columbus, OH 810 4,590 (628) 4300 Cemetery Road (q) Hillard, OH 1,103 6,248 (1,796) 4115 Leap Road (g) Hillard, OH 758 4,297 409 3300 Lockbourne Columbus, OH 708 3,920 940
GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/02 ---------------------------------- BUILDING AND BUILDING ADDRESS LAND IMPROVEMENTS TOTAL CHICAGO 2300 Hammond Drive 445 2,349 2,794 3600 West Pratt Avenue 1,050 6,836 7,887 6750 South Sayre Avenue 224 1,693 1,917 585 Slawin Court 611 3,518 4,129 2300 Windsor Court 696 4,572 5,268 3505 Thayer Court 430 2,517 2,947 3600 Thayer Court 636 4,023 4,659 736-776 Industrial Drive 349 3,034 3,383 305-311 Era Drive 205 1,300 1,505 4330 South Racine Avenue 468 2,109 2,577 12241 Melrose Street 469 3,197 3,666 301 Alice 225 1,435 1,659 11939 S Central Avenue 1,229 8,482 9,711 405 East Shawmut 369 2,117 2,486 1010-50 Sesame Street 1,003 6,121 7,124 5555 West 70th Place 157 1,098 1,255 3200-3250 South St. Louis (g) 113 1,658 1,771 3110-3130 South St. Louis 117 703 820 7401 South Pulaski 669 4,959 5,628 7501 S. Pulaski 318 3,077 3,394 385 Fenton Lane 884 5,457 6,341 335 Crossroad Parkway 1,599 9,943 11,542 10435 Seymour Avenue 190 1,649 1,839 905 Paramount 252 1,749 2,001 1005 Paramount 293 1,950 2,243 2120-24 Roberts 229 1,656 1,885 405-17 University Drive 267 1,618 1,884 3575 Stern Avenue 436 2,431 2,867 3810 Stern Avenue 596 3,301 3,897 315 Kirk Road 1,420 7,867 9,287 700 Business Center Drive 288 1,594 1,882 555 Business Center Drive 252 1,406 1,658 800 Business Center Drive 666 3,692 4,358 580 Slawin Court 254 1,411 1,665 1150 Feehanville Drive 273 1,527 1,801 1200 Business Center D rive 814 4,568 5,382 1331 Business Center Drive 255 1,416 1,672 3627 Stern Avenue 189 1,059 1,248 301-329 Airport Blvd 593 3,328 3,921 19W661 101st Street 1,200 6,735 7,935 19W751 101st Street 793 4,468 5,261 175 Wall Street 433 2,400 2,832 800-820 Thorndale Avenue 760 4,213 4,973 830-890 Supreme Drive 679 3,763 4,442 1661 Feehanville Drive 1,044 5,786 6,830 CINCINNATI 9900-9970 Princeton 566 4,553 5,120 2940 Highland Avenue 1,772 11,632 13,404 4700-4750 Creek Road 1,109 6,989 8,098 12072 Best Place 443 3,357 3,800 901 Pleasant Valley Drive 316 2,010 2,325 4440 Mulhauser Road 655 5,813 6,467 4434 Mulhauser Road 463 4,496 4,959 9449 Glades Drive 477 4,304 4,780 COLUMBUS 3800 Lockbourne Industrial Pkwy (q) 1,045 6,630 7,674 1819 North Walcutt Road (q) 637 4,135 4,772 4300 Cemetery Road (q) 764 4,791 5,555 4115 Leap Road (g) 756 4,707 5,463 3300 Lockbourne 710 4,858 5,568
ACCUMULATED DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS) CHICAGO 2300 Hammond Drive 1,771 1970 (n) 3600 West Pratt Avenue 1,432 1953/88 (n) 6750 South Sayre Avenue 323 1975 (n) 585 Slawin Court 702 1992 (n) 2300 Windsor Court 1,212 1986 (n) 3505 Thayer Court 543 1989 (n) 3600 Thayer Court 936 1989 (n) 736-776 Industrial Drive 836 1975 (n) 305-311 Era Drive 305 1978 (n) 4330 South Racine Avenue 1,623 1978 (n) 12241 Melrose Street 626 1969 (n) 301 Alice 228 1965 (n) 11939 S Central Avenue 1,063 1972 (n) 405 East Shawmut 300 1965 (n) 1010-50 Sesame Street 727 1976 (n) 5555 West 70th Place 132 1973 (n) 3200-3250 South St. Louis (g) 557 1968 (n) 3110-3130 South St. Louis 96 1968 (n) 7401 South Pulaski 664 1975/86 (n) 7501 S. Pulaski 481 1975/86 (n) 385 Fenton Lane 660 1990 (n) 335 Crossroad Parkway 1,367 1996 (n) 10435 Seymour Avenue 253 1967/74 (n) 905 Paramount 211 1977 (n) 1005 Paramount 241 1978 (n) 2120-24 Roberts 232 1960 (n) 405-17 University Drive 188 1977/78 (n) 3575 Stern Avenue 126 1979/84 (n) 3810 Stern Avenue 172 1985 (n) 315 Kirk Road 410 1969/93/95 (n) 700 Business Center Drive 83 1980 (n) 555 Business Center Drive 74 1981 (n) 800 Business Center Drive 192 1988/99 (n) 580 Slawin Court 73 1985 (n) 1150 Feehanville Drive 83 1983 (n) 1200 Business Center D rive 257 1988/2000 (n) 1331 Business Center Drive 73 1985 (n) 3627 Stern Avenue 55 1979 (n) 301-329 Airport Blvd 132 1997 (n) 19W661 101st Street 210 1988 (n) 19W751 101st Street 138 1991 (n) 175 Wall Street 55 1990 (n) 800-820 Thorndale Avenue 9 1985 (n) 830-890 Supreme Drive 8 1981 (n) 1661 Feehanville Drive 300 1986 (n) CINCINNATI 9900-9970 Princeton 831 1970 (n) 2940 Highland Avenue 2,037 1969/74 (n) 4700-4750 Creek Road 1,362 1960 (n) 12072 Best Place 586 1984 (n) 901 Pleasant Valley Drive 308 1984/94 (n) 4440 Mulhauser Road 654 1999 (n) 4434 Mulhauser Road 361 1999 (n) 9449 Glades Drive 373 1999 (n) COLUMBUS 3800 Lockbourne Industrial Pkwy (q) 1,414 1986 (n) 1819 North Walcutt Road (q) 709 1973 (n) 4300 Cemetery Road (q) 783 1968/83 (n) 4115 Leap Road (g) 521 1977 (n) 3300 Lockbourne 488 1964 (n)
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COSTS CAPITALIZED SUBSEQUENT TO ACQUISITION OR (b) COMPLETION INITIAL COST AND VALUATION LOCATION (a) -------------------- PROVISION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS -------------- DALLAS/FORT WORTH 1275-1281 Roundtable Drive Dallas, TX 148 839 28 2406-2416 Walnut Ridge Dallas, TX 178 1,006 283 12750 Perimiter Drive Dallas, TX 638 3,618 240 1324-1343 Roundtable Drive Dallas, TX 178 1,006 281 2401-2419 Walnut Ridge Dallas, TX 148 839 50 4248-4252 Simonton Farmers Ranch, TX 888 5,032 389 900-906 Great Southwest Pkwy Arlington, TX 237 1,342 417 2179 Shiloh Road Garland, TX 251 1,424 87 2159 Shiloh Road Garland, TX 108 610 55 2701 Shiloh Road Garland, TX 818 4,636 875 12784 Perimeter Drive (h) Dallas, TX 350 1,986 507 3000 West Commerce Dallas, TX 456 2,584 507 3030 Hansboro Dallas, TX 266 1,510 476 5222 Cockrell Hill Dallas, TX 296 1,677 381 405-407 113th Arlington, TX 181 1,026 165 816 111th Street Arlington, TX 251 1,421 62 1017-25 Jacksboro Highway Fort Worth, TX 97 537 230 7341 Dogwood Park Richland Hills, TX 79 435 52 7427 Dogwood Park Richland Hills, TX 96 532 69 7348-54 Tower Street Richland Hills, TX 88 489 66 7370 Dogwood Park Richland Hills, TX 91 503 62 7339-41 Tower Street Richland Hills, TX 98 541 69 7437-45 Tower Street Richland Hills, TX 102 563 59 7331-59 Airport Freeway Richland Hills, TX 354 1,958 301 7338-60 Dogwood Park Richland Hills, TX 106 587 109 7450-70 Dogwood Park Richland Hills, TX 106 584 108 7423-49 Airport Freeway Richland Hills, TX 293 1,621 510 7400 Whitehall Street Richland Hills, TX 109 603 114 1602-1654 Terre Colony Dallas, TX 458 2,596 149 3330 Duncanville Road Dallas, TX 197 1,114 25 6851-6909 Snowden Road Fort Worth, TX 1,025 5,810 230 2351-2355 Merritt Drive Garland, TX 101 574 66 10575 Vista Park Dallas, TX 366 2,074 32 701-735 North Plano Road Richardson, TX 696 3,944 91 2259 Merritt Drive Garland, TX 96 544 43 2260 Merritt Drive Garland, TX 319 1,806 38 2220 Merritt Drive Garland, TX 352 1,993 45 2010 Merritt Drive Garland, TX 350 1,981 159 2363 Merritt Drive Garland, TX 73 412 7 2447 Merritt Drive Garland, TX 70 395 6 2465-2475 Merritt Drive Garland, TX 91 514 9 2485-2505 Merritt Drive Garland, TX 431 2,440 86 17919 Waterview Parkway Dallas, TX 833 4,718 94 2081 Hutton Drive - Bldg 1 (h) Carrolton, TX 448 2,540 392 2150 Hutton Drive Carrolton, TX 192 1,089 238 2110 Hutton Drive Carrolton, TX 374 2,117 181 2025 McKenzie Drive Carrolton, TX 437 2,478 143 2019 McKenzie Drive Carrolton, TX 502 2,843 95 1420 Valwood Parkway - Bldg 1 (g) Carrolton, TX 460 2,608 277 1620 Valwood Parkway (h) Carrolton, TX 1,089 6,173 977 1505 Luna Road - Bldg II Carrolton, TX 167 948 49 1625 West Crosby Road Carrolton, TX 617 3,498 648 2029-2035 McKenzie Drive Carrolton, TX 330 1,870 169 1840 Hutton Drive (g) Carrolton, TX 811 4,597 340 1420 Valwood Pkwy - Bldg II Carrolton, TX 373 2,116 225 2015 McKenzie Drive Carrolton, TX 510 2,891 320 2009 McKenzie Drive Carrolton, TX 476 2,699 297 1505 Luna Road - Bldg I Carrolton, TX 521 2,953 79 1505 Luna Road - Bldg III Carrolton, TX 658 3,728 317 900-1100 Avenue S Grand Prairie, TX 623 3,528 46 15001 Trinity Blvd Ft. Worth, TX 529 2,998 36
GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/02 --------------------------------- BUILDING AND BUILDING ADDRESS LAND IMPROVEMENTS TOTAL DALLAS/FORT WORTH 1275-1281 Roundtable Drive 117 897 1,015 2406-2416 Walnut Ridge 183 1,284 1,467 12750 Perimiter Drive 660 3,837 4,497 1324-1343 Roundtable Drive 184 1,281 1,465 2401-2419 Walnut Ridge 153 883 1,037 4248-4252 Simonton 920 5,390 6,309 900-906 Great Southwest Pkwy 270 1,726 1,996 2179 Shiloh Road 256 1,506 1,762 2159 Shiloh Road 110 663 773 2701 Shiloh Road 923 5,406 6,329 12784 Perimeter Drive (h) 396 2,446 2,843 3000 West Commerce 469 3,077 3,547 3030 Hansboro 276 1,977 2,252 5222 Cockrell Hill 306 2,048 2,354 405-407 113th 185 1,187 1,372 816 111th Street 258 1,476 1,734 1017-25 Jacksboro Highway 103 762 865 7341 Dogwood Park 84 482 566 7427 Dogwood Park 102 596 698 7348-54 Tower Street 94 549 643 7370 Dogwood Park 96 559 656 7339-41 Tower Street 104 603 707 7437-45 Tower Street 108 615 723 7331-59 Airport Freeway 372 2,241 2,613 7338-60 Dogwood Park 112 690 803 7450-70 Dogwood Park 112 686 798 7423-49 Airport Freeway 308 2,116 2,424 7400 Whitehall Street 115 711 826 1602-1654 Terre Colony 468 2,735 3,203 3330 Duncanville Road 199 1,136 1,335 6851-6909 Snowden Road 1,038 6,027 7,065 2351-2355 Merritt Drive 103 639 741 10575 Vista Park 371 2,101 2,472 701-735 North Plano Road 705 4,026 4,731 2259 Merritt Drive 97 586 683 2260 Merritt Drive 323 1,840 2,163 2220 Merritt Drive 356 2,034 2,390 2010 Merritt Drive 354 2,135 2,489 2363 Merritt Drive 74 418 492 2447 Merritt Drive 71 401 471 2465-2475 Merritt Drive 92 522 614 2485-2505 Merritt Drive 436 2,521 2,956 17919 Waterview Parkway 843 4,801 5,644 2081 Hutton Drive - Bldg 1 (h) 453 2,928 3,380 2150 Hutton Drive 194 1,325 1,519 2110 Hutton Drive 377 2,294 2,671 2025 McKenzie Drive 442 2,617 3,058 2019 McKenzie Drive 507 2,933 3,439 1420 Valwood Parkway - Bldg 1 (g) 466 2,880 3,345 1620 Valwood Parkway (h) 1,100 7,139 8,239 1505 Luna Road - Bldg II 169 995 1,164 1625 West Crosby Road 631 4,132 4,763 2029-2035 McKenzie Drive 306 2,063 2,369 1840 Hutton Drive (g) 819 4,930 5,749 1420 Valwood Pkwy - Bldg II 377 2,338 2,715 2015 McKenzie Drive 516 3,205 3,721 2009 McKenzie Drive 481 2,991 3,472 1505 Luna Road - Bldg I 529 3,024 3,553 1505 Luna Road - Bldg III 664 4,038 4,702 900-1100 Avenue S 629 3,567 4,196 15001 Trinity Blvd 534 3,029 3,563
ACCUMULATED DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS) DALLAS/FORT WORTH 1275-1281 Roundtable Drive 124 1966 (n) 2406-2416 Walnut Ridge 147 1978 (n) 12750 Perimiter Drive 485 1979 (n) 1324-1343 Roundtable Drive 203 1972 (n) 2401-2419 Walnut Ridge 111 1978 (n) 4248-4252 Simonton 716 1973 (n) 900-906 Great Southwest Pkwy 194 1972 (n) 2179 Shiloh Road 188 1982 (n) 2159 Shiloh Road 85 1982 (n) 2701 Shiloh Road 694 1981 (n) 12784 Perimeter Drive (h) 314 1981 (n) 3000 West Commerce 354 1980 (n) 3030 Hansboro 284 1971 (n) 5222 Cockrell Hill 236 1973 (n) 405-407 113th 200 1969 (n) 816 111th Street 192 1972 (n) 1017-25 Jacksboro Highway 66 1970 (n) 7341 Dogwood Park 49 1973 (n) 7427 Dogwood Park 61 1973 (n) 7348-54 Tower Street 57 1978 (n) 7370 Dogwood Park 58 1987 (n) 7339-41 Tower Street 63 1980 (n) 7437-45 Tower Street 63 1977 (n) 7331-59 Airport Freeway 245 1987 (n) 7338-60 Dogwood Park 87 1978 (n) 7450-70 Dogwood Park 95 1985 (n) 7423-49 Airport Freeway 278 1985 (n) 7400 Whitehall Street 105 1994 (n) 1602-1654 Terre Colony 208 1981 (n) 3330 Duncanville Road 64 1987 (n) 6851-6909 Snowden Road 392 1985/86 (n) 2351-2355 Merritt Drive 38 1986 (n) 10575 Vista Park 118 1988 (n) 701-735 North Plano Road 226 1972/94 (n) 2259 Merritt Drive 52 1986 (n) 2260 Merritt Drive 102 1986/99 (n) 2220 Merritt Drive 114 1986/2000 (n) 2010 Merritt Drive 187 1986 (n) 2363 Merritt Drive 24 1986 (n) 2447 Merritt Drive 23 1986 (n) 2465-2475 Merritt Drive 29 1986 (n) 2485-2505 Merritt Drive 141 1986 (n) 17919 Waterview Parkway 274 1987 (n) 2081 Hutton Drive - Bldg 1 (h) 162 1981 (n) 2150 Hutton Drive 75 1980 (n) 2110 Hutton Drive 121 1985 (n) 2025 McKenzie Drive 134 1985 (n) 2019 McKenzie Drive 145 1985 (n) 1420 Valwood Parkway - Bldg 1 (g) 145 1986 (n) 1620 Valwood Parkway (h) 360 1986 (n) 1505 Luna Road - Bldg II 50 1988 (n) 1625 West Crosby Road 306 1988 (n) 2029-2035 McKenzie Drive 100 1985 (n) 1840 Hutton Drive (g) 229 1986 (n) 1420 Valwood Pkwy - Bldg II 106 1986 (n) 2015 McKenzie Drive 155 1986 (n) 2009 McKenzie Drive 150 1987 (n) 1505 Luna Road - Bldg I 138 1988 (n) 1505 Luna Road - Bldg III 214 1988 (n) 900-1100 Avenue S 30 1985 (n) 15001 Trinity Blvd 25 1984 (n)
S-4
COSTS CAPITALIZED SUBSEQUENT TO ACQUISITION OR (b) COMPLETION INITIAL COST AND VALUATION LOCATION (a) --------------------- PROVISION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS -------------- Plano Crossing (i) Plano, TX 1,961 11,112 132 7413A-C Dogwood Park Richland Hills, TX 110 623 8 7450 Tower Street Richland Hills, TX 36 204 5 7436 Tower Street Richland Hills, TX 57 324 15 7501 Airport Freeway Richland Hills, TX 113 638 13 7426 Tower Street Richland Hills, TX 76 429 6 7427-7429 Tower Street Richland Hills, TX 75 427 7 2840-2842 Handley Ederville Rd Richland Hills, TX 112 635 12 7451-7477 Airport Freeway Richland Hills, TX 256 1,453 45 7415 Whitehall Street Richland Hills, TX 372 2,107 71 7450 Whitehall Street Richland Hills, TX 104 591 9 7430 Whitehall Street Richland Hills, TX 143 809 13 7420 Whitehall Street Richland Hills, TX 110 621 13 300 Wesley Way Richland Hills, TX 208 1,181 16 2104 Hutton Drive Carrolton, TX 246 1,393 57 Addison Tech Ctr - Bldg B Addison, TX 1,647 6,400 1 7337 Dogwood Park Richland Hills, TX 80 453 13 7334 Tower Street Richland Hills, TX 69 393 12 7451 Dogwood Park Richland Hills, TX 133 753 20 7440 Whitehall Street Richland Hills, TX 74 420 7 2821 Cullen Street Fort Worth, TX 71 404 5 DAYTON 6094-6104 Executive Blvd Huber Heights, OH 181 1,025 198 6202-6220 Executive Blvd Huber Heights, OH 268 1,521 139 6268-6294 Executive Blvd Huber Heights, OH 255 1,444 265 5749-5753 Executive Blvd Huber Heights, OH 50 282 93 6230-6266 Executive Blvd Huber Heights, OH 271 1,534 373 2200-2224 Sandridge Road Moriane, OH 218 1,233 98 8119-8137 Uehling Lane Dayton, OH 103 572 59 DENVER 7100 North Broadway - 1 Denver, CO 201 1,141 278 7100 North Broadway - 2 Denver, CO 203 1,150 289 7100 North Broadway - 3 Denver, CO 139 787 122 7100 North Broadway - 5 Denver, CO 180 1,018 137 7100 North Broadway - 6 Denver, CO 269 1,526 250 20100 East 32nd Avenue Parkway Aurora, CO 333 1,888 336 15700-15820 West 6th Avenue Golden, CO 333 1,887 117 15850-15884 West 6th Avenue Golden, CO 201 1,139 147 5454 Washington Denver, CO 154 873 146 700 West 48th Street Denver, CO 302 1,711 154 702 West 48th Street Denver, CO 135 763 188 6425 North Washington Denver, CO 374 2,118 227 3370 North Peoria Street Aurora, CO 163 924 187 3390 North Peoria Street Aurora, CO 145 822 40 3508-3538 North Peoria Street Aurora, CO 260 1,472 97 3568 North Peoria Street Aurora, CO 222 1,260 192 4785 Elati Denver, CO 173 981 137 4770 Fox Street Denver, CO 132 750 56 1550 W. Evans Denver, CO 388 2,200 387 3751-71 Revere Street Denver, CO 262 1,486 72 3871 Revere Denver, CO 361 2,047 58 5454 Havana Street Denver, CO 204 1,156 36 5500 Havana Street Denver, CO 167 946 108 4570 Ivy Street Denver, CO 219 1,239 257 5855 Stapleton Drive North Denver, CO 288 1,630 186 5885 Stapleton Drive North Denver, CO 376 2,129 125 5200-5280 North Broadway Denver, CO 169 960 121 5977-5995 North Broadway Denver, CO 268 1,518 96 2952-5978 North Broadway Denver, CO 414 2,346 596
GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/02 ---------------------------------- BUILDING AND BUILDING ADDRESS LAND IMPROVEMENTS TOTAL Plano Crossing (i) 1,981 11,224 13,204 7413A-C Dogwood Park 111 630 741 7450 Tower Street 36 208 245 7436 Tower Street 58 339 397 7501 Airport Freeway 115 649 764 7426 Tower Street 76 435 511 7427-7429 Tower Street 76 433 509 2840-2842 Handley Ederville Rd 113 646 759 7451-7477 Airport Freeway 259 1,495 1,754 7415 Whitehall Street 375 2,174 2,550 7450 Whitehall Street 105 600 705 7430 Whitehall Street 144 820 964 7420 Whitehall Street 111 633 743 300 Wesley Way 211 1,196 1,406 2104 Hutton Drive 249 1,447 1,696 Addison Tech Ctr - Bldg B 1,647 6,401 8,048 7337 Dogwood Park 81 466 546 7334 Tower Street 70 404 474 7451 Dogwood Park 134 771 905 7440 Whitehall Street 75 426 501 2821 Cullen Street 72 409 481 DAYTON 6094-6104 Executive Blvd 184 1,220 1,404 6202-6220 Executive Blvd 275 1,653 1,928 6268-6294 Executive Blvd 262 1,702 1,964 5749-5753 Executive Blvd 53 372 425 6230-6266 Executive Blvd 280 1,897 2,178 2200-2224 Sandridge Road 223 1,324 1,548 8119-8137 Uehling Lane 103 631 734 DENVER 7100 North Broadway - 1 215 1,406 1,621 7100 North Broadway - 2 204 1,438 1,642 7100 North Broadway - 3 140 908 1,048 7100 North Broadway - 5 178 1,157 1,335 7100 North Broadway - 6 271 1,775 2,045 20100 East 32nd Avenue Parkway 314 2,243 2,557 15700-15820 West 6th Avenue 318 2,018 2,337 15850-15884 West 6th Avenue 206 1,281 1,487 5454 Washington 156 1,018 1,173 700 West 48th Street 307 1,860 2,167 702 West 48th Street 139 946 1,085 6425 North Washington 385 2,333 2,718 3370 North Peoria Street 163 1,111 1,275 3390 North Peoria Street 147 861 1,007 3508-3538 North Peoria Street 264 1,565 1,829 3568 North Peoria Street 225 1,449 1,674 4785 Elati 175 1,116 1,291 4770 Fox Street 134 804 938 1550 W. Evans 385 2,590 2,975 3751-71 Revere Street 267 1,553 1,821 3871 Revere 368 2,098 2,466 5454 Havana Street 207 1,189 1,396 5500 Havana Street 169 1,052 1,221 4570 Ivy Street 220 1,494 1,714 5855 Stapleton Drive North 290 1,814 2,104 5885 Stapleton Drive North 380 2,250 2,630 5200-5280 North Broadway 171 1,078 1,250 5977-5995 North Broadway 271 1,611 1,882 2952-5978 North Broadway 422 2,934 3,356
ACCUMULATED DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS) Plano Crossing (i) 94 1998 (n) 7413A-C Dogwood Park 4 1990 (n) 7450 Tower Street 1 1977 (n) 7436 Tower Street 2 1979 (n) 7501 Airport Freeway 4 1983 (n) 7426 Tower Street 3 1978 (n) 7427-7429 Tower Street 3 1981 (n) 2840-2842 Handley Ederville Rd 4 1977 (n) 7451-7477 Airport Freeway 10 1984 (n) 7415 Whitehall Street 14 1986 (n) 7450 Whitehall Street 4 1978 (n) 7430 Whitehall Street 5 1985 (n) 7420 Whitehall Street 4 1985 (n) 300 Wesley Way 8 1995 (n) 2104 Hutton Drive 74 1990 (n) Addison Tech Ctr - Bldg B 53 2001 (n) 7337 Dogwood Park 3 1975 (n) 7334 Tower Street 3 1975 (n) 7451 Dogwood Park 5 1977 (n) 7440 Whitehall Street 3 1983 (n) 2821 Cullen Street 3 1961 (n) DAYTON 6094-6104 Executive Blvd 233 1975 (n) 6202-6220 Executive Blvd 276 1996 (n) 6268-6294 Executive Blvd 314 1989 (n) 5749-5753 Executive Blvd 92 1975 (n) 6230-6266 Executive Blvd 460 1979 (n) 2200-2224 Sandridge Road 196 1983 (n) 8119-8137 Uehling Lane 65 1978 (n) DENVER 7100 North Broadway - 1 244 1978 (n) 7100 North Broadway - 2 269 1978 (n) 7100 North Broadway - 3 155 1978 (n) 7100 North Broadway - 5 228 1978 (n) 7100 North Broadway - 6 299 1978 (n) 20100 East 32nd Avenue Parkway 539 1997 (n) 15700-15820 West 6th Avenue 290 1978 (n) 15850-15884 West 6th Avenue 167 1978 (n) 5454 Washington 160 1985 (n) 700 West 48th Street 270 1984 (n) 702 West 48th Street 139 1984 (n) 6425 North Washington 332 1983 (n) 3370 North Peoria Street 252 1978 (n) 3390 North Peoria Street 128 1978 (n) 3508-3538 North Peoria Street 229 1978 (n) 3568 North Peoria Street 232 1978 (n) 4785 Elati 181 1972 (n) 4770 Fox Street 120 1972 (n) 1550 W. Evans 326 1975 (n) 3751-71 Revere Street 221 1980 (n) 3871 Revere 275 1980 (n) 5454 Havana Street 158 1980 (n) 5500 Havana Street 131 1980 (n) 4570 Ivy Street 253 1985 (n) 5855 Stapleton Drive North 242 1985 (n) 5885 Stapleton Drive North 323 1985 (n) 5200-5280 North Broadway 157 1977 (n) 5977-5995 North Broadway 215 1978 (n) 2952-5978 North Broadway 401 1978 (n)
S-5
COSTS CAPITALIZED SUBSEQUENT TO ACQUISITION OR (b) COMPLETION INITIAL COST AND VALUATION LOCATION (a) --------------------- PROVISION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS -------------- 6400 North Broadway Denver, CO 318 1,804 107 875 Parfet Lakewood, CO 288 1,633 104 4721 Ironton Street Denver, CO 232 1,313 718 833 Parfet Street Lakewood, CO 196 1,112 67 11005 West 8th Avenue Lakewood, CO 102 580 58 7100 North Broadway - 7 Denver, CO 215 1,221 242 7100 North Broadway - 8 Denver, CO 79 448 206 6804 East 48th Avenue Denver, CO 253 1,435 100 445 Bryant Street Denver, CO 1,831 10,219 1,211 East 47th Drive - A Denver, CO 474 2,689 125 9500 West 49th Street - A Wheatridge, CO 283 1,625 16 9500 West 49th Street - B Wheatridge, CO 225 1,272 16 9500 West 49th Street - C Wheatridge, CO 602 3,409 21 9500 West 49th Street - D Wheatridge, CO 271 1,537 221 8100 South Park Way - A Littleton, CO 442 2,507 324 8100 South Park Way - B Littleton, CO 103 582 157 8100 South Park Way - C Littleton, CO 568 3,219 159 451-591 East 124th Avenue Littleton, CO 383 2,145 169 608 Garrison Street Lakewood, CO 265 1,501 281 610 Garrison Street Lakewood, CO 264 1,494 337 1111 West Evans (A&C) Denver, CO 233 1,321 119 1111 West Evans (B) Denver, CO 30 169 16 15000 West 6th Avenue Golden, CO 913 5,174 789 14998 West 6th Avenue Bldg E Golden, CO 565 3,199 183 14998 West 6th Avenue Bldg F Englewood, CO 269 1,525 185 12503 East Euclid Drive Denver, CO 1,219 6,905 488 6547 South Racine Circle Denver, CO 748 4,241 297 7800 East Iliff Avenue Denver, CO 188 1,067 40 2369 South Trenton Way Denver, CO 292 1,656 192 2422 S. Trenton Way Denver, CO 241 1,364 98 2452 South Trenton Way Denver, CO 421 2,386 117 651 Topeka Way Denver, CO 194 1,099 92 680 Atchison Way Denver, CO 194 1,099 70 8122 South Park Lane - A Littleton, CO 394 2,232 233 1600 South Abilene Aurora, CO 465 2,633 80 1620 South Abilene Aurora, CO 268 1,520 120 1640 South Abilene Aurora, CO 368 2,085 142 13900 East Florida Ave Aurora, CO 189 1,071 64 4301 South Federal Boulevard Englewood, CO 237 1,341 97 14401-14492 East 33rd Place Aurora, CO 445 2,519 176 11701 East 53rd Avenue Denver, CO 416 2,355 63 5401 Oswego Street Denver, CO 273 1,547 163 3811 Joliet Denver, CO 735 4,166 131 2630 West 2nd Avenue Denver, CO 51 286 5 2650 West 2nd Avenue Denver, CO 221 1,252 55 14818 West 6th Avenue Bldg A Golden, CO 494 2,799 231 14828 West 6th Avenue Bldg B Golden, CO 519 2,942 283 12055 E 49th Ave/4955 Peoria Denver, CO 298 1,688 325 4940-4950 Paris Denver, CO 152 861 58 4970 Paris Denver, CO 95 537 42 5010 Paris Denver, CO 89 505 20 7367 South Revere Parkway Englewood, CO 926 5,124 167 10311 W. Hampden Ave. Lakewood, CO 577 2,984 171 8200 East Park Meadows Drive (g) Lone Tree, CO 1,297 7,348 344 3250 Quentin (g) Aurora, CO 1,220 6,911 238 11585 E. 53rd Ave. (g) Denver, CO 1,770 10,030 279 10500 East 54th Ave. (h) Denver, CO 1,253 7,098 190 DETROIT 238 Executive Drive Troy, MI 52 173 494 256 Executive Drive Troy, MI 44 146 442 301 Executive Drive Troy, MI 71 293 614 449 Executive Drive Troy, MI 125 425 959
GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/02 ---------------------------------- BUILDING AND BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 6400 North Broadway 325 1,905 2,230 875 Parfet 293 1,733 2,026 4721 Ironton Street 236 2,026 2,262 833 Parfet Street 199 1,176 1,375 11005 West 8th Avenue 104 636 740 7100 North Broadway - 7 217 1,461 1,678 7100 North Broadway - 8 80 653 733 6804 East 48th Avenue 256 1,532 1,789 445 Bryant Street 1,829 11,432 13,261 East 47th Drive - A 441 2,847 3,288 9500 West 49th Street - A 286 1,638 1,924 9500 West 49th Street - B 226 1,287 1,513 9500 West 49th Street - C 600 3,432 4,032 9500 West 49th Street - D 246 1,784 2,029 8100 South Park Way - A 423 2,850 3,273 8100 South Park Way - B 104 738 841 8100 South Park Way - C 575 3,371 3,945 451-591 East 124th Avenue 383 2,314 2,697 608 Garrison Street 267 1,779 2,046 610 Garrison Street 266 1,830 2,095 1111 West Evans (A&C) 236 1,437 1,672 1111 West Evans (B) 30 184 215 15000 West 6th Avenue 916 5,961 6,877 14998 West 6th Avenue Bldg E 568 3,379 3,947 14998 West 6th Avenue Bldg F 271 1,708 1,979 12503 East Euclid Drive 1,208 7,405 8,613 6547 South Racine Circle 739 4,548 5,287 7800 East Iliff Avenue 190 1,104 1,295 2369 South Trenton Way 294 1,846 2,140 2422 S. Trenton Way 243 1,461 1,703 2452 South Trenton Way 426 2,498 2,924 651 Topeka Way 198 1,187 1,385 680 Atchison Way 198 1,164 1,363 8122 South Park Lane - A 398 2,461 2,859 1600 South Abilene 467 2,711 3,178 1620 South Abilene 270 1,638 1,908 1640 South Abilene 382 2,213 2,594 13900 East Florida Ave 190 1,134 1,324 4301 South Federal Boulevard 239 1,435 1,674 14401-14492 East 33rd Place 440 2,699 3,139 11701 East 53rd Avenue 422 2,411 2,834 5401 Oswego Street 278 1,704 1,982 3811 Joliet 752 4,281 5,032 2630 West 2nd Avenue 51 291 342 2650 West 2nd Avenue 223 1,306 1,528 14818 West 6th Avenue Bldg A 468 3,056 3,524 14828 West 6th Avenue Bldg B 503 3,241 3,744 12055 E 49th Ave/4955 Peoria 305 2,006 2,310 4940-4950 Paris 156 916 1,071 4970 Paris 97 576 673 5010 Paris 91 522 613 7367 South Revere Parkway 934 5,283 6,217 10311 W. Hampden Ave. 578 3,155 3,732 8200 East Park Meadows Drive (g) 1,304 7,685 8,989 3250 Quentin (g) 1,230 7,138 8,368 11585 E. 53rd Ave. (g) 1,780 10,299 12,079 10500 East 54th Ave. (h) 1,260 7,281 8,540 DETROIT 238 Executive Drive 100 619 719 256 Executive Drive 85 547 632 301 Executive Drive 133 845 978 449 Executive Drive 218 1,291 1,509
ACCUMULATED DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS) 6400 North Broadway 251 1982 (n) 875 Parfet 228 1975 (n) 4721 Ironton Street 285 1969 (n) 833 Parfet Street 161 1974 (n) 11005 West 8th Avenue 102 1974 (n) 7100 North Broadway - 7 245 1985 (n) 7100 North Broadway - 8 132 1985 (n) 6804 East 48th Avenue 201 1973 (n) 445 Bryant Street 1,461 1960 (n) East 47th Drive - A 539 1997 (n) 9500 West 49th Street - A 251 1997 (n) 9500 West 49th Street - B 176 1997 (n) 9500 West 49th Street - C 476 1997 (n) 9500 West 49th Street - D 359 1997 (n) 8100 South Park Way - A 628 1997 (n) 8100 South Park Way - B 209 1984 (n) 8100 South Park Way - C 438 1984 (n) 451-591 East 124th Avenue 293 1979 (n) 608 Garrison Street 248 1984 (n) 610 Garrison Street 251 1984 (n) 1111 West Evans (A&C) 186 1986 (n) 1111 West Evans (B) 25 1986 (n) 15000 West 6th Avenue 817 1985 (n) 14998 West 6th Avenue Bldg E 471 1995 (n) 14998 West 6th Avenue Bldg F 306 1995 (n) 12503 East Euclid Drive 1,099 1986 (n) 6547 South Racine Circle 801 1996 (n) 7800 East Iliff Avenue 156 1983 (n) 2369 South Trenton Way 279 1983 (n) 2422 S. Trenton Way 199 1983 (n) 2452 South Trenton Way 344 1983 (n) 651 Topeka Way 152 1985 (n) 680 Atchison Way 147 1985 (n) 8122 South Park Lane - A 365 1986 (n) 1600 South Abilene 358 1986 (n) 1620 South Abilene 249 1986 (n) 1640 South Abilene 292 1986 (n) 13900 East Florida Ave 159 1986 (n) 4301 South Federal Boulevard 227 1997 (n) 14401-14492 East 33rd Place 389 1979 (n) 11701 East 53rd Avenue 319 1985 (n) 5401 Oswego Street 261 1985 (n) 3811 Joliet 427 1977 (n) 2630 West 2nd Avenue 39 1970 (n) 2650 West 2nd Avenue 181 1970 (n) 14818 West 6th Avenue Bldg A 511 1985 (n) 14828 West 6th Avenue Bldg B 488 1985 (n) 12055 E 49th Ave/4955 Peoria 322 1984 (n) 4940-4950 Paris 112 1984 (n) 4970 Paris 78 1984 (n) 5010 Paris 67 1984 (n) 7367 South Revere Parkway 690 1997 (n) 10311 W. Hampden Ave. 358 1999 (n) 8200 East Park Meadows Drive (g) 423 1984 (n) 3250 Quentin (g) 384 1984/2000 (n) 11585 E. 53rd Ave. (g) 325 1984 (n) 10500 East 54th Ave. (h) 231 1986 (n) DETROIT 238 Executive Drive 422 1973 (n) 256 Executive Drive 353 1974 (n) 301 Executive Drive 571 1974 (n) 449 Executive Drive 811 1975 (n)
S-6
COSTS CAPITALIZED SUBSEQUENT TO ACQUISITION OR (b) COMPLETION INITIAL COST AND VALUATION LOCATION (a) --------------------- PROVISION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS -------------- 501 Executive Drive Troy, MI 71 236 644 451 Robbins Drive Troy, MI 96 448 1,001 1035 Crooks Road Troy, MI 114 414 625 1095 Crooks Road Troy, MI 331 1,017 1,018 1416 Meijer Drive Troy, MI 94 394 390 1624 Meijer Drive Troy, MI 236 1,406 995 1972 Meijer Drive Troy, MI 315 1,301 721 1621 Northwood Drive Troy, MI 85 351 1,039 1707 Northwood Drive Troy, MI 95 262 1,183 1788 Northwood Drive Troy, MI 50 196 464 1821 Northwood Drive Troy, MI 132 523 743 1826 Northwood Drive Troy, MI 55 208 394 1864 Northwood Drive Troy, MI 57 190 469 1921 Northwood Drive Troy, MI 135 589 1,365 2277 Elliott Avenue Troy, MI 48 188 515 2451 Elliott Avenue Troy, MI 78 319 838 2730 Research Drive Rochester Hills, MI 915 4,215 717 2791 Research Drive Rochester Hills, MI 557 2,731 289 2871 Research Drive Rochester Hills, MI 324 1,487 377 2911 Research Drive Rochester Hills, MI 505 2,136 397 3011 Research Drive Rochester Hills, MI 457 2,104 349 2870 Technology Drive Rochester Hills, MI 275 1,262 237 2900 Technology Drive Rochester Hills, MI 214 977 492 2920 Technology Drive Rochester Hills, MI 159 671 144 2930 Technology Drive Rochester Hills, MI 131 594 441 2950 Technology Drive Rochester Hills, MI 178 819 302 23014 Commerce Drive Farmington Hills, MI 39 203 193 23028 Commerce Drive Farmington Hills, MI 98 507 439 23035 Commerce Drive Farmington Hills, MI 71 355 214 23042 Commerce Drive Farmington Hills, MI 67 277 331 23065 Commerce Drive Farmington Hills, MI 71 408 217 23070 Commerce Drive Farmington Hills, MI 112 442 668 23079 Commerce Drive Farmington Hills, MI 68 301 221 23093 Commerce Drive Farmington Hills, MI 211 1,024 788 23135 Commerce Drive Farmington Hills, MI 146 701 283 23163 Commerce Drive Farmington Hills, MI 111 513 319 23177 Commerce Drive Farmington Hills, MI 175 1,007 747 23206 Commerce Drive Farmington Hills, MI 125 531 626 23290 Commerce Drive Farmington Hills, MI 124 707 641 23370 Commerce Drive Farmington Hills, MI 59 233 165 32450 N Avis Drive Madison Heights, MI 281 1,590 547 11866 Hubbard Livonia, MI 189 1,073 86 12050-12300 Hubbard (g) Livonia, MI 425 2,410 657 38300 Plymouth Road Livonia, MI 729 - 4,802 12707 Eckles Road Plymouth Township, MI 255 1,445 109 9300-9328 Harrison Rd Romulus, MI 147 834 226 9330-9358 Harrison Rd Romulus, MI 81 456 258 28420-28448 Highland Rd Romulus, MI 143 809 225 28450-28478 Highland Rd Romulus, MI 81 461 373 28421-28449 Highland Rd Romulus, MI 109 617 327 28451-28479 Highland Rd Romulus, MI 107 608 185 28825-28909 Highland Rd Romulus, MI 70 395 261 28933-29017 Highland Rd Romulus, MI 112 634 212 28824-28908 Highland Rd Romulus, MI 134 760 400 28932-29016 Highland Rd Romulus, MI 123 694 238 9710-9734 Harrison Rd Romulus, MI 125 706 142 9740-9772 Harrison Rd Romulus, MI 132 749 243 9840-9868 Harrison Rd Romulus, MI 144 815 165 9800-9824 Harrison Rd Romulus, MI 117 664 190 29265-29285 Airport Dr Romulus, MI 140 794 303 29185-29225 Airport Dr Romulus, MI 140 792 324 29149-29165 Airport Dr Romulus, MI 216 1,225 340 29101-29115 Airport Dr Romulus, MI 130 738 270 29031-29045 Airport Dr Romulus, MI 124 704 162
GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/02 --------------------------------- BUILDING AND BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 501 Executive Drive 129 822 951 451 Robbins Drive 192 1,353 1,545 1035 Crooks Road 143 1,010 1,153 1095 Crooks Road 360 2,006 2,366 1416 Meijer Drive 121 757 878 1624 Meijer Drive 373 2,264 2,637 1972 Meijer Drive 372 1,965 2,337 1621 Northwood Drive 215 1,260 1,475 1707 Northwood Drive 239 1,301 1,540 1788 Northwood Drive 103 607 710 1821 Northwood Drive 220 1,178 1,398 1826 Northwood Drive 103 554 657 1864 Northwood Drive 107 609 716 1921 Northwood Drive 291 1,797 2,089 2277 Elliott Avenue 104 648 751 2451 Elliott Avenue 164 1,072 1,235 2730 Research Drive 903 4,945 5,847 2791 Research Drive 560 3,017 3,577 2871 Research Drive 327 1,862 2,188 2911 Research Drive 504 2,534 3,038 3011 Research Drive 457 2,453 2,910 2870 Technology Drive 279 1,495 1,774 2900 Technology Drive 219 1,464 1,683 2920 Technology Drive 153 821 974 2930 Technology Drive 138 1,027 1,166 2950 Technology Drive 185 1,115 1,299 23014 Commerce Drive 56 379 435 23028 Commerce Drive 125 919 1,044 23035 Commerce Drive 93 548 640 23042 Commerce Drive 89 586 675 23065 Commerce Drive 93 603 696 23070 Commerce Drive 125 1,097 1,222 23079 Commerce Drive 79 511 590 23093 Commerce Drive 295 1,728 2,023 23135 Commerce Drive 158 972 1,130 23163 Commerce Drive 138 804 943 23177 Commerce Drive 254 1,675 1,929 23206 Commerce Drive 137 1,144 1,282 23290 Commerce Drive 210 1,261 1,472 23370 Commerce Drive 66 390 457 32450 N Avis Drive 286 2,132 2,418 11866 Hubbard 191 1,158 1,349 12050-12300 Hubbard (g) 428 3,065 3,493 38300 Plymouth Road 835 4,697 5,531 12707 Eckles Road 267 1,543 1,809 9300-9328 Harrison Rd 154 1,053 1,207 9330-9358 Harrison Rd 85 710 795 28420-28448 Highland Rd 149 1,027 1,177 28450-28478 Highland Rd 85 831 916 28421-28449 Highland Rd 114 940 1,054 28451-28479 Highland Rd 112 788 900 28825-28909 Highland Rd 73 653 726 28933-29017 Highland Rd 117 841 958 28824-28908 Highland Rd 140 1,154 1,294 28932-29016 Highland Rd 128 927 1,055 9710-9734 Harrison Rd 130 843 974 9740-9772 Harrison Rd 138 985 1,123 9840-9868 Harrison Rd 151 974 1,124 9800-9824 Harrison Rd 123 849 971 29265-29285 Airport Dr 147 1,091 1,237 29185-29225 Airport Dr 146 1,110 1,256 29149-29165 Airport Dr 226 1,555 1,781 29101-29115 Airport Dr 136 1,002 1,138 29031-29045 Airport Dr 130 860 990
ACCUMULATED DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS) 501 Executive Drive 391 1984 (n) 451 Robbins Drive 855 1975 (n) 1035 Crooks Road 548 1980 (n) 1095 Crooks Road 995 1986 (n) 1416 Meijer Drive 438 1980 (n) 1624 Meijer Drive 1,167 1984 (n) 1972 Meijer Drive 972 1985 (n) 1621 Northwood Drive 908 1977 (n) 1707 Northwood Drive 695 1983 (n) 1788 Northwood Drive 426 1977 (n) 1821 Northwood Drive 804 1977 (n) 1826 Northwood Drive 377 1977 (n) 1864 Northwood Drive 419 1977 (n) 1921 Northwood Drive 1,179 1977 (n) 2277 Elliott Avenue 396 1975 (n) 2451 Elliott Avenue 739 1974 (n) 2730 Research Drive 2,411 1988 (n) 2791 Research Drive 1,364 1991 (n) 2871 Research Drive 797 1991 (n) 2911 Research Drive 1,154 1992 (n) 3011 Research Drive 1,183 1988 (n) 2870 Technology Drive 720 1988 (n) 2900 Technology Drive 735 1992 (n) 2920 Technology Drive 359 1992 (n) 2930 Technology Drive 425 1991 (n) 2950 Technology Drive 525 1991 (n) 23014 Commerce Drive 195 1983 (n) 23028 Commerce Drive 547 1983 (n) 23035 Commerce Drive 278 1983 (n) 23042 Commerce Drive 332 1983 (n) 23065 Commerce Drive 305 1983 (n) 23070 Commerce Drive 597 1983 (n) 23079 Commerce Drive 263 1983 (n) 23093 Commerce Drive 904 1983 (n) 23135 Commerce Drive 470 1986 (n) 23163 Commerce Drive 386 1986 (n) 23177 Commerce Drive 867 1986 (n) 23206 Commerce Drive 711 1985 (n) 23290 Commerce Drive 721 1980 (n) 23370 Commerce Drive 238 1980 (n) 32450 N Avis Drive 505 1974 (n) 11866 Hubbard 197 1979 (n) 12050-12300 Hubbard (g) 739 1981 (n) 38300 Plymouth Road 567 1997 (n) 12707 Eckles Road 247 1990 (n) 9300-9328 Harrison Rd 173 1978 (n) 9330-9358 Harrison Rd 166 1978 (n) 28420-28448 Highland Rd 188 1979 (n) 28450-28478 Highland Rd 183 1979 (n) 28421-28449 Highland Rd 190 1980 (n) 28451-28479 Highland Rd 146 1980 (n) 28825-28909 Highland Rd 119 1981 (n) 28933-29017 Highland Rd 184 1982 (n) 28824-28908 Highland Rd 220 1982 (n) 28932-29016 Highland Rd 225 1982 (n) 9710-9734 Harrison Rd 165 1987 (n) 9740-9772 Harrison Rd 217 1987 (n) 9840-9868 Harrison Rd 173 1987 (n) 9800-9824 Harrison Rd 173 1987 (n) 29265-29285 Airport Dr 185 1983 (n) 29185-29225 Airport Dr 207 1983 (n) 29149-29165 Airport Dr 274 1984 (n) 29101-29115 Airport Dr 183 1985 (n) 29031-29045 Airport Dr 136 1985 (n)
S-7
COSTS CAPITALIZED SUBSEQUENT TO ACQUISITION OR (b) COMPLETION INITIAL COST AND VALUATION LOCATION (a) --------------------- PROVISION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS -------------- 29050-29062 Airport Dr Romulus, MI 127 718 193 29120-29134 Airport Dr Romulus, MI 161 912 499 29200-29214 Airport Dr Romulus, MI 170 963 348 9301-9339 Middlebelt Rd Romulus, MI 124 703 162 26980 Trolley Industrial Drive Taylor, MI 450 2,550 931 33200 Capitol Avenue Livonia, MI 236 1,309 186 32975 Capitol Avenue Livonia, MI 135 748 94 2725 S. Industrial Highway Ann Arbor, MI 660 3,654 544 32920 Capitol Avenue Livonia, MI 76 422 86 11862 Brookfield Avenue Livonia, MI 85 471 128 11923 Brookfield Avenue Livonia, MI 120 665 459 11965 Brookfield Avenue Livonia, MI 120 665 78 34005 Schoolcraft Road Livonia, MI 107 592 177 13405 Stark Road Livonia, MI 46 254 34 1170 Chicago Road Troy, MI 249 1,380 143 1200 Chicago Road Troy, MI 268 1,483 141 450 Robbins Drive Troy, MI 166 920 110 1230 Chicago Road Troy, MI 271 1,498 142 12886 Westmore Avenue Livonia, MI 190 1,050 199 12898 Westmore Avenue Livonia, MI 190 1,050 188 33025 Industrial Road Livonia, MI 80 442 84 47711 Clipper Street Plymouth Township, MI 539 2,983 266 32975 Industrial Road Livonia, MI 160 887 178 32985 Industrial Road Livonia, MI 137 761 127 32995 Industrial Road Livonia, MI 160 887 180 12874 Westmore Avenue Livonia, MI 137 761 125 33067 Industrial Road Livonia, MI 160 887 112 1775 Bellingham Troy, MI 344 1,902 274 1785 East Maple Troy, MI 92 507 83 1807 East Maple Troy, MI 321 1,775 199 980 Chicago Troy, MI 206 1,141 103 1840 Enterprise Drive Rochester Hills, MI 573 3,170 278 1885 Enterprise Drive Rochester Hills, MI 209 1,158 110 1935-55 Enterprise Drive Rochester Hills, MI 1,285 7,144 823 5500 Enterprise Court Warren, MI 675 3,737 447 750 Chicago Road Troy, MI 323 1,790 278 800 Chicago Road Troy, MI 283 1,567 498 850 Chicago Road Troy, MI 183 1,016 178 2805 S. Industrial Highway Ann Arbor, MI 318 1,762 263 6833 Center Drive Sterling Heights, MI 467 2,583 218 32201 North Avis Drive Madison Heights, MI 345 1,911 423 1100 East Mandoline Road Madison Heights, MI 888 4,915 1,229 30081 Stephenson Highway Madison Heights, MI 271 1,499 349 1120 John A. Papalas Drive (h) Lincoln Park, MI 586 3,241 598 4872 S. Lapeer Road Lake Orion Twsp, MI 1,342 5,441 231 775 James L. Hart Parkway Ypsilanti, MI 348 1,536 864 1400 Allen Drive Troy, MI 209 1,154 119 1408 Allen Drive Troy, MI 151 834 150 1305 Stephenson Hwy Troy, MI 345 1,907 79 32505 Industrial Drive Madison Heights, MI 345 1,910 46 1799-1813 Northfield Drive (g) Rochester Hills, MI 481 2,665 83 GRAND RAPIDS 5050 Kendrick Court SE Grand Rapids, MI 1,721 11,433 4,581 5015 52nd Street SE Grand Rapids, MI 234 1,321 65 HOUSTON 2102-2314 Edwards Street Houston, TX 348 1,973 965 4545 Eastpark Drive Houston, TX 235 1,331 205 3351 Rauch St Houston, TX 272 1,541 250 3851 Yale St Houston, TX 413 2,343 314
GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/02 ---------------------------------- BUILDING AND BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 29050-29062 Airport Dr 133 905 1,038 29120-29134 Airport Dr 169 1,404 1,573 29200-29214 Airport Dr 178 1,302 1,480 9301-9339 Middlebelt Rd 130 859 989 26980 Trolley Industrial Drive 463 3,468 3,931 33200 Capitol Avenue 252 1,479 1,731 32975 Capitol Avenue 144 832 977 2725 S. Industrial Highway 704 4,154 4,858 32920 Capitol Avenue 82 502 584 11862 Brookfield Avenue 91 593 684 11923 Brookfield Avenue 128 1,116 1,244 11965 Brookfield Avenue 128 734 863 34005 Schoolcraft Road 114 761 876 13405 Stark Road 49 285 334 1170 Chicago Road 266 1,506 1,772 1200 Chicago Road 286 1,607 1,892 450 Robbins Drive 178 1,019 1,196 1230 Chicago Road 289 1,622 1,911 12886 Westmore Avenue 202 1,236 1,439 12898 Westmore Avenue 202 1,226 1,428 33025 Industrial Road 85 521 606 47711 Clipper Street 575 3,213 3,788 32975 Industrial Road 171 1,054 1,225 32985 Industrial Road 147 878 1,025 32995 Industrial Road 171 1,056 1,227 12874 Westmore Avenue 147 876 1,023 33067 Industrial Road 171 988 1,159 1775 Bellingham 367 2,153 2,520 1785 East Maple 98 585 682 1807 East Maple 342 1,953 2,295 980 Chicago 220 1,230 1,450 1840 Enterprise Drive 611 3,410 4,021 1885 Enterprise Drive 223 1,254 1,477 1935-55 Enterprise Drive 1,371 7,881 9,252 5500 Enterprise Court 721 4,138 4,859 750 Chicago Road 345 2,046 2,391 800 Chicago Road 302 2,046 2,348 850 Chicago Road 196 1,181 1,377 2805 S. Industrial Highway 340 2,004 2,343 6833 Center Drive 493 2,775 3,268 32201 North Avis Drive 349 2,331 2,680 1100 East Mandoline Road 897 6,135 7,033 30081 Stephenson Highway 274 1,844 2,118 1120 John A. Papalas Drive (h) 593 3,832 4,425 4872 S. Lapeer Road 1,412 5,602 7,014 775 James L. Hart Parkway 604 2,144 2,748 1400 Allen Drive 212 1,270 1,482 1408 Allen Drive 153 981 1,134 1305 Stephenson Hwy 350 1,980 2,331 32505 Industrial Drive 351 1,949 2,300 1799-1813 Northfield Drive (g) 490 2,739 3,229 GRAND RAPIDS 5050 Kendrick Court SE 1,721 16,014 17,735 5015 52nd Street SE 234 1,386 1,620 HOUSTON 2102-2314 Edwards Street 382 2,904 3,286 4545 Eastpark Drive 240 1,531 1,771 3351 Rauch St 278 1,785 2,063 3851 Yale St 425 2,646 3,070
ACCUMULATED DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS) 29050-29062 Airport Dr 160 1986 (n) 29120-29134 Airport Dr 302 1986 (n) 29200-29214 Airport Dr 204 1985 (n) 9301-9339 Middlebelt Rd 138 1983 (n) 26980 Trolley Industrial Drive 416 1997 (n) 33200 Capitol Avenue 168 1977 (n) 32975 Capitol Avenue 105 1978 (n) 2725 S. Industrial Highway 643 1997 (n) 32920 Capitol Avenue 64 1973 (n) 11862 Brookfield Avenue 73 1972 (n) 11923 Brookfield Avenue 224 1973 (n) 11965 Brookfield Avenue 94 1973 (n) 34005 Schoolcraft Road 92 1981 (n) 13405 Stark Road 33 1980 (n) 1170 Chicago Road 174 1983 (n) 1200 Chicago Road 185 1984 (n) 450 Robbins Drive 117 1976 (n) 1230 Chicago Road 186 1996 (n) 12886 Westmore Avenue 145 1981 (n) 12898 Westmore Avenue 147 1981 (n) 33025 Industrial Road 58 1980 (n) 47711 Clipper Street 370 1996 (n) 32975 Industrial Road 131 1984 (n) 32985 Industrial Road 97 1985 (n) 32995 Industrial Road 116 1983 (n) 12874 Westmore Avenue 98 1984 (n) 33067 Industrial Road 120 1984 (n) 1775 Bellingham 293 1987 (n) 1785 East Maple 67 1985 (n) 1807 East Maple 224 1984 (n) 980 Chicago 142 1985 (n) 1840 Enterprise Drive 393 1990 (n) 1885 Enterprise Drive 144 1990 (n) 1935-55 Enterprise Drive 995 1990 (n) 5500 Enterprise Court 473 1989 (n) 750 Chicago Road 256 1986 (n) 800 Chicago Road 226 1985 (n) 850 Chicago Road 130 1984 (n) 2805 S. Industrial Highway 231 1990 (n) 6833 Center Drive 334 1998 (n) 32201 North Avis Drive 265 1974 (n) 1100 East Mandoline Road 712 1967 (n) 30081 Stephenson Highway 217 1967 (n) 1120 John A. Papalas Drive (h) 521 1985 (n) 4872 S. Lapeer Road 423 1999 (n) 775 James L. Hart Parkway 179 1999 (n) 1400 Allen Drive 65 1979 (n) 1408 Allen Drive 47 1979 (n) 1305 Stephenson Hwy 102 1979 (n) 32505 Industrial Drive 101 1979 (n) 1799-1813 Northfield Drive (g) 145 1980 (n) GRAND RAPIDS 5050 Kendrick Court SE 3,410 1988 (n) 5015 52nd Street SE 295 1987 (n) HOUSTON 2102-2314 Edwards Street 494 1961 (n) 4545 Eastpark Drive 191 1972 (n) 3351 Rauch St 240 1970 (n) 3851 Yale St 327 1971 (n)
S-8
COSTS CAPITALIZED SUBSEQUENT TO ACQUISITION OR (b) COMPLETION INITIAL COST AND VALUATION LOCATION (a) ------------------- PROVISION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS -------------- 3337-3347 Rauch Street Houston, TX 227 1,287 286 8505 N Loop East Houston, TX 439 2,489 133 4749-4799 Eastpark Dr Houston, TX 594 3,368 743 4851 Homestead Road Houston, TX 491 2,782 530 3365-3385 Rauch Street Houston, TX 284 1,611 164 5050 Campbell Road Houston, TX 461 2,610 275 4300 Pine Timbers Houston, TX 489 2,769 515 7901 Blankenship Houston, TX 136 772 316 2500-2530 Fairway Park Drive Houston, TX 766 4,342 589 6550 Longpointe Houston, TX 362 2,050 446 1815 Turning Basin Dr Houston, TX 487 2,761 493 1819 Turning Basin Dr Houston, TX 231 1,308 417 1805 Turning Basin Drive Houston, TX 564 3,197 631 7000 Empire Drive Houston, TX 450 2,552 904 9777 West Gulfbank Drive Houston, TX 1,217 6,899 1,129 9835A Genard Road Houston, TX 1,505 8,333 2,377 9835B Genard Road Houston, TX 245 1,357 462 10161 Harwin Drive Houston, TX 505 2,861 243 10165 Harwin Drive Houston, TX 218 1,234 408 10175 Harwin Drive Houston, TX 267 1,515 341 10325-10415 Landsbury Drive (h) Houston, TX 696 3,854 81 INDIANAPOLIS 2400 North Shadeland Indianapolis, IN 142 802 80 2402 North Shadeland Indianapolis, IN 466 2,640 383 7901 West 21st St. Indianapolis, IN 1,063 6,027 100 1445 Brookville Way Indianapolis, IN 459 2,603 516 1440 Brookville Way Indianapolis, IN 665 3,770 352 1240 Brookville Way Indianapolis, IN 247 1,402 291 1220 Brookville Way Indianapolis, IN 223 40 52 1345 Brookville Way Indianapolis, IN (c) 586 3,321 609 1350 Brookville Way Indianapolis, IN 205 1,161 162 1341 Sadlier Circle E Dr Indianapolis, IN (c) 131 743 172 1322-1438 Sadlier Circle E Dr Indianapolis, IN (c) 145 822 293 1327-1441 Sadlier Circle E Dr Indianapolis, IN (c) 218 1,234 356 1304 Sadlier Circle E Dr Indianapolis, IN (c) 71 405 149 1402 Sadlier Circle E Dr Indianapolis, IN (c) 165 934 251 1504 Sadlier Circle E Dr Indianapolis, IN (c) 219 1,238 264 1311 Sadlier Circle E Dr Indianapolis, IN (c) 54 304 114 1365 Sadlier Circle E Dr Indianapolis, IN (c) 121 688 239 1352-1354 Sadlier Circle E Dr Indianapolis, IN (c) 178 1,008 314 1335 Sadlier Circle E Dr Indianapolis, IN (c) 81 460 123 1327 Sadlier Circle E Dr Indianapolis, IN (c) 52 295 72 1425 Sadlier Circle E Dr Indianapolis, IN (c) 21 117 31 1230 Brookville Way Indianapolis, IN 103 586 49 6951 E 30th St Indianapolis, IN 256 1,449 288 6701 E 30th St Indianapolis, IN 78 443 43 6737 E 30th St Indianapolis, IN 385 2,181 412 1225 Brookville Way Indianapolis, IN 60 - 417 6555 E 30th St Indianapolis, IN 840 4,760 1,267 2432-2436 Shadeland Indianapolis, IN 212 1,199 363 8402-8440 E 33rd St Indianapolis, IN 222 1,260 348 8520-8630 E 33rd St Indianapolis, IN 326 1,848 464 8710-8768 E 33rd St Indianapolis, IN 175 993 352 3316-3346 N. Pagosa Court Indianapolis, IN 325 1,842 347 3331 Raton Court Indianapolis, IN 138 802 139 6751 E 30th St Indianapolis, IN 728 2,837 169 6041 Guion Road Indianapolis, IN 123 678 10 9210 East 146th Street Noblesville, IN 552 684 515
GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/02 --------------------------------- BUILDING AND BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 3337-3347 Rauch Street 233 1,568 1,801 8505 N Loop East 449 2,613 3,062 4749-4799 Eastpark Dr 611 4,094 4,705 4851 Homestead Road 504 3,299 3,803 3365-3385 Rauch Street 290 1,769 2,059 5050 Campbell Road 470 2,875 3,345 4300 Pine Timbers 499 3,273 3,772 7901 Blankenship 140 1,084 1,224 2500-2530 Fairway Park Drive 792 4,905 5,697 6550 Longpointe 370 2,488 2,858 1815 Turning Basin Dr 531 3,210 3,741 1819 Turning Basin Dr 251 1,705 1,955 1805 Turning Basin Drive 616 3,776 4,392 7000 Empire Drive 452 3,454 3,906 9777 West Gulfbank Drive 1,216 8,029 9,245 9835A Genard Road 1,581 10,634 12,215 9835B Genard Road 256 1,808 2,063 10161 Harwin Drive 511 3,098 3,609 10165 Harwin Drive 220 1,639 1,860 10175 Harwin Drive 270 1,852 2,123 10325-10415 Landsbury Drive (h) 705 3,925 4,631 INDIANAPOLIS 2400 North Shadeland 149 875 1,024 2402 North Shadeland 489 3,001 3,490 7901 West 21st St. 1,048 6,142 7,190 1445 Brookville Way 476 3,103 3,579 1440 Brookville Way 685 4,102 4,787 1240 Brookville Way 258 1,683 1,940 1220 Brookville Way 226 89 315 1345 Brookville Way 601 3,914 4,515 1350 Brookville Way 212 1,316 1,528 1341 Sadlier Circle E Dr 136 910 1,046 1322-1438 Sadlier Circle E Dr 152 1,108 1,260 1327-1441 Sadlier Circle E Dr 225 1,583 1,807 1304 Sadlier Circle E Dr 75 550 625 1402 Sadlier Circle E Dr 171 1,179 1,350 1504 Sadlier Circle E Dr 226 1,495 1,720 1311 Sadlier Circle E Dr 57 414 471 1365 Sadlier Circle E Dr 126 922 1,048 1352-1354 Sadlier Circle E Dr 184 1,315 1,499 1335 Sadlier Circle E Dr 85 579 664 1327 Sadlier Circle E Dr 55 364 419 1425 Sadlier Circle E Dr 23 146 169 1230 Brookville Way 109 630 739 6951 E 30th St 265 1,728 1,993 6701 E 30th St 82 481 564 6737 E 30th St 398 2,579 2,977 1225 Brookville Way 68 409 477 6555 E 30th St 484 6,382 6,867 2432-2436 Shadeland 230 1,543 1,773 8402-8440 E 33rd St 230 1,600 1,830 8520-8630 E 33rd St 336 2,303 2,639 8710-8768 E 33rd St 187 1,333 1,520 3316-3346 N. Pagosa Court 335 2,179 2,514 3331 Raton Court 138 941 1,079 6751 E 30th St 741 2,992 3,734 6041 Guion Road 124 687 811 9210 East 146th Street 315 1,436 1,751
ACCUMULATED DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS) 3337-3347 Rauch Street 260 1970 (n) 8505 N Loop East 321 1981 (n) 4749-4799 Eastpark Dr 494 1979 (n) 4851 Homestead Road 469 1973 (n) 3365-3385 Rauch Street 257 1970 (n) 5050 Campbell Road 370 1970 (n) 4300 Pine Timbers 419 1980 (n) 7901 Blankenship 188 1972 (n) 2500-2530 Fairway Park Drive 711 1974 (n) 6550 Longpointe 346 1980 (n) 1815 Turning Basin Dr 395 1980 (n) 1819 Turning Basin Dr 197 1980 (n) 1805 Turning Basin Drive 475 1980 (n) 7000 Empire Drive 621 1980 (n) 9777 West Gulfbank Drive 1,275 1980 (n) 9835A Genard Road 736 1980 (n) 9835B Genard Road 147 1980 (n) 10161 Harwin Drive 226 1979/1981 (n) 10165 Harwin Drive 165 1979/1981 (n) 10175 Harwin Drive 240 1979/1981 (n) 10325-10415 Landsbury Drive (h) 50 1982 (n) INDIANAPOLIS 2400 North Shadeland 117 1970 (n) 2402 North Shadeland 447 1970 (n) 7901 West 21st St. 870 1985 (n) 1445 Brookville Way 595 1989 (n) 1440 Brookville Way 705 1990 (n) 1240 Brookville Way 347 1990 (n) 1220 Brookville Way 16 1990 (n) 1345 Brookville Way 739 1992 (n) 1350 Brookville Way 235 1994 (n) 1341 Sadlier Circle E Dr 183 1971/1992 (n) 1322-1438 Sadlier Circle E Dr 242 1971/1992 (n) 1327-1441 Sadlier Circle E Dr 311 1992 (n) 1304 Sadlier Circle E Dr 106 1971/1992 (n) 1402 Sadlier Circle E Dr 221 1970/1992 (n) 1504 Sadlier Circle E Dr 237 1971/1992 (n) 1311 Sadlier Circle E Dr 116 1971/1992 (n) 1365 Sadlier Circle E Dr 166 1971/1992 (n) 1352-1354 Sadlier Circle E Dr 256 1970/1992 (n) 1335 Sadlier Circle E Dr 99 1971/1992 (n) 1327 Sadlier Circle E Dr 59 1971/1992 (n) 1425 Sadlier Circle E Dr 25 1971/1992 (n) 1230 Brookville Way 109 1995 (n) 6951 E 30th St 392 1995 (n) 6701 E 30th St 82 1995 (n) 6737 E 30th St 466 1995 (n) 1225 Brookville Way 59 1997 (n) 6555 E 30th St 1,502 1969/1981 (n) 2432-2436 Shadeland 264 1968 (n) 8402-8440 E 33rd St 302 1977 (n) 8520-8630 E 33rd St 399 1976 (n) 8710-8768 E 33rd St 238 1979 (n) 3316-3346 N. Pagosa Court 401 1977 (n) 3331 Raton Court 149 1979 (n) 6751 E 30th St 395 1997 (n) 6041 Guion Road 3 1968 (n) 9210 East 146th Street 140 1978 (n)
S-9
COSTS CAPITALIZED SUBSEQUENT TO ACQUISITION OR (b) COMPLETION INITIAL COST AND VALUATION LOCATION (a) --------------------- PROVISION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS -------------- LOS ANGELES 5220 Fourth Street Irwindale, CA 270 1,529 55 15705 Arrow Highway Irwindale, CA 157 892 31 15709 Arrow Highway Irwindale, CA 225 1,275 32 6407-6419 Alondra Blvd. Paramount, CA 137 774 29 6423-6431 Alondra Blvd. Paramount, CA 115 650 29 15101-15141 S. Figueroa St. (g) Los Angeles, CA 1,163 6,588 352 20816-18 Higgins Court Torrance, CA 74 419 31 21136 South Wilmington Ave Carson, CA 1,234 6,994 164 19914 Via Baron Way Rancho Dominguez, CA (d) 1,590 9,010 182 2035 E. Vista Bella Way Rancho Dominguez, CA (e) 1,382 7,829 281 14141 Alondra Blvd. Santa Fe Springs, CA 2,570 14,565 184 12616 Yukon Ave. Hawthorne, CA 685 3,884 47 3355 El Segundo Blvd (h) Hawthorne, CA 267 1,510 20 12621 Cerise Hawthorne, CA 413 2,344 28 1830 W. 208th Street Torrance, CA 102 578 26 20807-09 Higgins Court Torrance, CA 105 596 28 20801-03 Higgins Court Torrance, CA 106 599 28 20817-19 S. Western Ave. Torrance, CA 95 541 30 20915-17 S. Western Ave. Torrance, CA 95 541 25 20908-10 Higgins Court Torrance, CA 96 541 26 20914-16 Higgins Court Torrance, CA 80 452 39 12700-12712 Yukon Ave. (h) Hawthorne, CA 572 3,239 50 42374 Avenida Alvarado (h) Temecula, CA 797 4,514 78 LOUISVILLE 9001 Cane Run Road Louisville, KY 524 - 5,577 9101 Cane Run Road Louisville, KY 973 - 5,748 MILWAUKEE 6523 N Sydney Place Glendale, WI 172 976 206 8800 W Bradley Milwaukee, WI 375 2,125 151 4560 N 124th Street Wauwatosa, WI 118 667 85 4410-80 North 132nd Street Butler, WI 355 - 4,023 MINNEAPOLIS/ST. PAUL 6507-6545 Cecilia Circle Bloomington, MN 357 1,320 820 1275 Corporate Center Drive Eagan, MN 80 357 69 1279 Corporate Center Drive Eagan, MN 105 357 164 6201 West 111th Street Bloomington, MN 1,358 8,622 3,755 6403-6545 Cecilia Drive Bloomington, MN 366 1,363 771 6925-6943 Washington Avenue Edina, MN 117 504 888 6955-6973 Washington Avenue Edina, MN 117 486 532 7251-7267 Washington Avenue Edina, MN 129 382 467 7301-7325 Washington Avenue Edina, MN 174 391 541 7101 Winnetka Avenue North Brooklyn Park, MN 2,195 6,084 2,136 7600 Golden Triangle Drive Eden Prairie, MN 566 1,394 1,565 9901 West 74th Street Eden Prairie, MN 621 3,289 2,941 11201 Hampshire Avenue South Bloomington, MN 495 1,035 866 12220-12222 Nicollet Avenue Burnsville, MN 105 425 364 12250-12268 Nicollet Avenue Burnsville, MN 260 1,054 488 12224-12226 Nicollet Avenue Burnsville, MN 190 770 326 980 Lone Oak Road Eagan, MN 683 4,103 833 990 Lone Oak Road Eagan, MN 883 5,575 1,006 1030 Lone Oak Road Eagan, MN 456 2,703 398 1060 Lone Oak Road Eagan, MN 624 3,700 576 5400 Nathan Lane Plymouth, MN 749 4,461 657 6464 Sycamore Court Maple Grove, MN 457 2,730 279
GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/02 ---------------------------------- BUILDING AND BUILDING ADDRESS LAND IMPROVEMENTS TOTAL LOS ANGELES 5220 Fourth Street 274 1,580 1,854 15705 Arrow Highway 160 921 1,081 15709 Arrow Highway 228 1,304 1,532 6407-6419 Alondra Blvd. 140 800 940 6423-6431 Alondra Blvd. 118 676 794 15101-15141 S. Figueroa St. (g) 1,175 6,927 8,102 20816-18 Higgins Court 75 449 524 21136 South Wilmington Ave 1,246 7,145 8,392 19914 Via Baron Way 1,616 9,166 10,782 2035 E. Vista Bella Way 1,406 8,086 9,491 14141 Alondra Blvd. 2,598 14,721 17,319 12616 Yukon Ave. 692 3,924 4,616 3355 El Segundo Blvd (h) 270 1,527 1,797 12621 Cerise 417 2,368 2,785 1830 W. 208th Street 103 602 705 20807-09 Higgins Court 107 622 729 20801-03 Higgins Court 107 625 732 20817-19 S. Western Ave. 97 569 666 20915-17 S. Western Ave. 97 564 661 20908-10 Higgins Court 97 565 662 20914-16 Higgins Court 81 489 570 12700-12712 Yukon Ave. (h) 579 3,281 3,860 42374 Avenida Alvarado (h) 808 4,580 5,388 LOUISVILLE 9001 Cane Run Road 560 5,541 6,101 9101 Cane Run Road 608 6,113 6,721 MILWAUKEE 6523 N Sydney Place 176 1,179 1,355 8800 W Bradley 388 2,263 2,651 4560 N 124th Street 129 740 870 4410-80 North 132nd Street 359 4,019 4,378 MINNEAPOLIS/ST. PAUL 6507-6545 Cecilia Circle 386 2,111 2,497 1275 Corporate Center Drive 93 414 506 1279 Corporate Center Drive 109 518 626 6201 West 111th Street 1,499 12,237 13,735 6403-6545 Cecilia Drive 395 2,105 2,500 6925-6943 Washington Avenue 237 1,272 1,509 6955-6973 Washington Avenue 207 928 1,135 7251-7267 Washington Avenue 182 795 978 7301-7325 Washington Avenue 193 913 1,106 7101 Winnetka Avenue North 2,228 8,187 10,415 7600 Golden Triangle Drive 615 2,910 3,525 9901 West 74th Street 639 6,212 6,851 11201 Hampshire Avenue South 502 1,895 2,396 12220-12222 Nicollet Avenue 114 780 894 12250-12268 Nicollet Avenue 296 1,506 1,802 12224-12226 Nicollet Avenue 207 1,079 1,286 980 Lone Oak Road 683 4,936 5,619 990 Lone Oak Road 873 6,591 7,463 1030 Lone Oak Road 456 3,101 3,557 1060 Lone Oak Road 624 4,276 4,901 5400 Nathan Lane 757 5,110 5,867 6464 Sycamore Court 457 3,009 3,466
ACCUMULATED DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS) LOS ANGELES 5220 Fourth Street 95 2000 (n) 15705 Arrow Highway 56 1987 (n) 15709 Arrow Highway 74 1987 (n) 6407-6419 Alondra Blvd. 45 1985 (n) 6423-6431 Alondra Blvd. 41 1985 (n) 15101-15141 S. Figueroa St. (g) 328 1982 (n) 20816-18 Higgins Court 20 1981 (n) 21136 South Wilmington Ave 263 1989 (n) 19914 Via Baron Way 126 1973 (n) 2035 E. Vista Bella Way 151 1972 (n) 14141 Alondra Blvd. 215 1969 (n) 12616 Yukon Ave. 41 1987 (n) 3355 El Segundo Blvd (h) 16 1959 (n) 12621 Cerise 25 1959 (n) 1830 W. 208th Street 26 1981 (n) 20807-09 Higgins Court 27 1981 (n) 20801-03 Higgins Court 27 1981 (n) 20817-19 S. Western Ave. 25 1981 (n) 20915-17 S. Western Ave. 25 1981 (n) 20908-10 Higgins Court 24 1981 (n) 20914-16 Higgins Court 21 1981 (n) 12700-12712 Yukon Ave. (h) 35 1960 (n) 42374 Avenida Alvarado (h) 10 1987 (n) LOUISVILLE 9001 Cane Run Road 735 1998 (n) 9101 Cane Run Road 219 2000 (n) MILWAUKEE 6523 N Sydney Place 208 1978 (n) 8800 W Bradley 369 1982 (n) 4560 N 124th Street 103 1976 (n) 4410-80 North 132nd Street 209 1999 (n) MINNEAPOLIS/ST. PAUL 6507-6545 Cecilia Circle 1,182 1980 (n) 1275 Corporate Center Drive 195 1990 (n) 1279 Corporate Center Drive 215 1990 (n) 6201 West 111th Street 4,308 1987 (n) 6403-6545 Cecilia Drive 1,215 1980 (n) 6925-6943 Washington Avenue 974 1972 (n) 6955-6973 Washington Avenue 833 1972 (n) 7251-7267 Washington Avenue 708 1972 (n) 7301-7325 Washington Avenue 1,004 1972 (n) 7101 Winnetka Avenue North 4,021 1990 (n) 7600 Golden Triangle Drive 1,688 1989 (n) 9901 West 74th Street 2,305 1983/88 (n) 11201 Hampshire Avenue South 1,047 1986 (n) 12220-12222 Nicollet Avenue 315 1989/90 (n) 12250-12268 Nicollet Avenue 589 1989/90 (n) 12224-12226 Nicollet Avenue 430 1989/90 (n) 980 Lone Oak Road 1,457 1992 (n) 990 Lone Oak Road 1,779 1989 (n) 1030 Lone Oak Road 658 1988 (n) 1060 Lone Oak Road 1,103 1988 (n) 5400 Nathan Lane 898 1990 (n) 6464 Sycamore Court 697 1990 (n)
S-10
COSTS CAPITALIZED SUBSEQUENT TO ACQUISITION OR (b) COMPLETION INITIAL COST AND VALUATION LOCATION (a) -------------------- PROVISION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS -------------- 10120 W 76th Street Eden Prairie, MN 315 1,804 1,471 7615 Golden Triangle Eden Prairie, MN 268 1,532 1,141 7625 Golden Triangle Eden Prairie, MN 415 2,375 924 2605 Fernbrook Lane North Plymouth, MN 443 2,533 438 12155 Nicollet Ave. Burnsville, MN 286 - 1,890 73rd Avenue North Brooklyn Park, MN 504 2,856 136 1905 W Country Road C Roseville, MN 402 2,278 75 2720 Arthur Street Roseville, MN 824 4,671 79 10205 51st Avenue North Plymouth, MN 180 1,020 89 4100 Peavey Road Chaska, MN 399 2,261 645 11300 Hamshire Ave South Bloomington, MN 527 2,985 1,836 375 Rivertown Drive Woodbury, MN 1,083 6,135 2,741 5205 Highway 169 Plymouth, MN 446 2,525 1,076 6451-6595 Citywest Parkway Eden Prairie, MN 525 2,975 827 7500-7546 Washington Square Eden Prairie, MN 229 1,300 112 7550-7558 Washington Square Eden Prairie, MN 153 867 41 5240-5300 Valley Industrial Blvd S Shakopee, MN 362 2,049 776 7125 Northland Terrace Brooklyn Park, MN 660 3,740 771 6900 Shady Oak Road Eden Prairie, MN 310 1,756 438 6477-6525 City West Parkway Eden Prairie, MN 810 4,590 381 1157 Valley Park Drive Shakopee, MN 760 - 6,067 500-530 Kasota Avenue SE Minneapolis, MN 415 2,354 674 770-786 Kasota Avenue SE Minneapolis, MN 333 1,888 462 800 Kasota Avenue SE Minneapolis, MN 524 2,971 640 2530-2570 Kasota Avenue St. Paul, MN 407 2,308 718 504 Malcom Ave. SE Minneapolis, MN 757 - 6,117 5555 12th Ave. East Shakopee, MN 1,157 - 3,396 NASHVILLE 417 Harding Industrial Drive Nashville, TN 763 4,965 1,222 3099 Barry Drive Portland, TN 418 2,368 71 3150 Barry Drive Portland, TN 941 5,333 289 5599 Highway 31 West Portland, TN 564 3,196 78 1650 Elm Hill Pike Nashville, TN 329 1,867 145 1102 Appleton Drive Nashville, TN 154 873 26 1931 Air Lane Drive Nashville, TN 489 2,785 271 470 Metroplex Drive (g) Nashville, TN 619 3,507 1,326 1150 Antiock Pike Nashville, TN 661 3,748 207 4640 Cummings Park Nashville, TN 360 2,040 147 211 Nesbitt North Nashville, TN 399 2,261 107 211 Nesbitt South Nashville, TN 400 2,266 106 211 Nesbitt West Nashville, TN 217 1,232 19 556 Metroplex Drive Nashville, TN 227 1,285 215 7600 Eastgate Blvd. Lebanon, TN 1,375 - 3 NORTHERN NEW JERSEY 60 Ethel Road West Piscataway, NJ 252 1,426 329 70 Ethel Road West Piscataway, NJ 431 2,443 458 601-629 Montrose Avenue South Plainfield, NJ 487 2,762 616 9 Princess Road Lawrenceville, NJ 221 1,254 134 11 Princess Road Lawrenceville, NJ 491 2,780 330 15 Princess Road Lawrenceville, NJ 234 1,328 287 17 Princess Road Lawrenceville, NJ 342 1,936 81 220 Hanover Avenue Hanover, NJ 1,361 7,715 600 244 Shefield Street Mountainside, NJ 201 1,141 296 31 West Forest Street (g) Englewood, NJ 941 5,333 882 25 World's Fair Drive Franklin, NJ 285 1,616 207 14 World's Fair Drive Franklin, NJ 483 2,735 473 16 World's Fair Drive Franklin, NJ 174 988 226 18 World's Fair Drive Franklin, NJ 123 699 84
GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/02 ---------------------------------- BUILDING AND BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 10120 W 76th Street 315 3,274 3,590 7615 Golden Triangle 268 2,673 2,941 7625 Golden Triangle 415 3,299 3,714 2605 Fernbrook Lane North 445 2,969 3,414 12155 Nicollet Ave. 288 1,888 2,176 73rd Avenue North 512 2,984 3,496 1905 W Country Road C 410 2,345 2,755 2720 Arthur Street 832 4,742 5,574 10205 51st Avenue North 187 1,102 1,289 4100 Peavey Road 415 2,891 3,305 11300 Hamshire Ave South 541 4,807 5,348 375 Rivertown Drive 1,503 8,456 9,959 5205 Highway 169 739 3,307 4,046 6451-6595 Citywest Parkway 538 3,789 4,327 7500-7546 Washington Square 235 1,406 1,641 7550-7558 Washington Square 157 905 1,062 5240-5300 Valley Industrial Blvd S 371 2,815 3,186 7125 Northland Terrace 767 4,404 5,171 6900 Shady Oak Road 340 2,164 2,504 6477-6525 City West Parkway 819 4,961 5,781 1157 Valley Park Drive 888 5,939 6,827 500-530 Kasota Avenue SE 432 3,011 3,444 770-786 Kasota Avenue SE 347 2,336 2,683 800 Kasota Avenue SE 597 3,538 4,134 2530-2570 Kasota Avenue 465 2,968 3,433 504 Malcom Ave. SE 936 5,938 6,874 5555 12th Ave. East 588 3,964 4,553 NASHVILLE 417 Harding Industrial Drive 763 6,188 6,950 3099 Barry Drive 421 2,436 2,857 3150 Barry Drive 980 5,583 6,563 5599 Highway 31 West 571 3,267 3,838 1650 Elm Hill Pike 332 2,009 2,341 1102 Appleton Drive 154 899 1,053 1931 Air Lane Drive 493 3,051 3,544 470 Metroplex Drive (g) 626 4,826 5,452 1150 Antiock Pike 669 3,949 4,617 4640 Cummings Park 365 2,181 2,547 211 Nesbitt North 404 2,363 2,767 211 Nesbitt South 405 2,367 2,772 211 Nesbitt West 220 1,249 1,469 556 Metroplex Drive 231 1,496 1,727 7600 Eastgate Blvd. 1,375 3 1,378 NORTHERN NEW JERSEY 60 Ethel Road West 264 1,743 2,007 70 Ethel Road West 451 2,881 3,333 601-629 Montrose Avenue 512 3,353 3,865 9 Princess Road 234 1,375 1,609 11 Princess Road 516 3,084 3,600 15 Princess Road 247 1,603 1,849 17 Princess Road 345 2,013 2,358 220 Hanover Avenue 1,420 8,257 9,677 244 Shefield Street 210 1,428 1,638 31 West Forest Street (g) 975 6,182 7,157 25 World's Fair Drive 297 1,811 2,108 14 World's Fair Drive 503 3,188 3,692 16 World's Fair Drive 183 1,204 1,388 18 World's Fair Drive 129 776 905
ACCUMULATED DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS) 10120 W 76th Street 648 1987 (n) 7615 Golden Triangle 727 1987 (n) 7625 Golden Triangle 691 1987 (n) 2605 Fernbrook Lane North 821 1987 (n) 12155 Nicollet Ave. 392 1995 (n) 73rd Avenue North 507 1995 (n) 1905 W Country Road C 395 1993 (n) 2720 Arthur Street 800 1995 (n) 10205 51st Avenue North 192 1990 (n) 4100 Peavey Road 581 1988 (n) 11300 Hamshire Ave South 834 1983 (n) 375 Rivertown Drive 1,170 1996 (n) 5205 Highway 169 639 1960 (n) 6451-6595 Citywest Parkway 961 1984 (n) 7500-7546 Washington Square 214 1975 (n) 7550-7558 Washington Square 142 1975 (n) 5240-5300 Valley Industrial Blvd S 491 1973 (n) 7125 Northland Terrace 626 1996 (n) 6900 Shady Oak Road 291 1980 (n) 6477-6525 City West Parkway 694 1984 (n) 1157 Valley Park Drive 484 1997 (n) 500-530 Kasota Avenue SE 370 1976 (n) 770-786 Kasota Avenue SE 269 1976 (n) 800 Kasota Avenue SE 444 1976 (n) 2530-2570 Kasota Avenue 503 1976 (n) 504 Malcom Ave. SE 355 1997 (n) 5555 12th Ave. East 326 2000 (n) NASHVILLE 417 Harding Industrial Drive 1,861 1972 (n) 3099 Barry Drive 383 1995 (n) 3150 Barry Drive 876 1993 (n) 5599 Highway 31 West 511 1995 (n) 1650 Elm Hill Pike 302 1984 (n) 1102 Appleton Drive 126 1984 (n) 1931 Air Lane Drive 476 1984 (n) 470 Metroplex Drive (g) 814 1986 (n) 1150 Antiock Pike 508 1987 (n) 4640 Cummings Park 210 1986 (n) 211 Nesbitt North 173 1983 (n) 211 Nesbitt South 233 1983 (n) 211 Nesbitt West 94 1985 (n) 556 Metroplex Drive 61 1983 (n) 7600 Eastgate Blvd. 0 2002 (n) NORTHERN NEW JERSEY 60 Ethel Road West 269 1982 (n) 70 Ethel Road West 410 1979 (n) 601-629 Montrose Avenue 509 1974 (n) 9 Princess Road 201 1985 (n) 11 Princess Road 502 1985 (n) 15 Princess Road 388 1986 (n) 17 Princess Road 312 1986 (n) 220 Hanover Avenue 1,171 1987 (n) 244 Shefield Street 256 1965/1986 (n) 31 West Forest Street (g) 988 1978 (n) 25 World's Fair Drive 246 1986 (n) 14 World's Fair Drive 505 1980 (n) 16 World's Fair Drive 154 1981 (n) 18 World's Fair Drive 102 1982 (n)
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COSTS CAPITALIZED SUBSEQUENT TO (b) ACQUISITION OR INITIAL COST COMPLETION LOCATION (a) -------------------- AND VALUATION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION 23 World's Fair Drive Franklin, NJ 134 758 114 12 World's Fair Drive Franklin, NJ 572 3,240 361 49 Napoleon Court Franklin, NJ 230 1,306 69 50 NapoleanCourt Franklin, NJ 149 842 42 22 World's Fair Drive Franklin, NJ 364 2,064 293 26 World's Fair Drive Franklin, NJ 361 2,048 203 24 World's Fair Drive Franklin, NJ 347 1,968 365 20 World's Fair Drive Lot 13 Sumerset, NJ 9 - 2,810 10 New Maple Road Pine Brook, NJ 2,250 12,750 186 60 Chapin Road Pine Brook, NJ 2,123 12,028 1,840 45 Route 46 Pine Brook, NJ 969 5,491 295 43 Route 46 Pine Brook, NJ 474 2,686 204 39 Route 46 Pine Brook, NJ 260 1,471 85 26 Chapin Road Pine Brook, NJ 956 5,415 131 30 Chapin Road Pine Brook, NJ 960 5,440 226 20 Hook Mountain Road Pine Brook, NJ 1,507 8,542 926 30 Hook Mountain Road Pine Brook, NJ 389 2,206 313 55 Route 46 Pine Brook, NJ 396 2,244 94 16 Chapin Rod Pine Brook, NJ 885 5,015 133 20 Chapin Road Pine Brook, NJ 1,134 6,426 248 Sayreville Lot 4 Sayreville, NJ - - 0 400 Raritan Center Parkway Edison, NJ 829 4,722 315 300 Columbus Circle Edison, NJ 1,257 7,122 174 400 Apgar Franklin Township, NJ 780 4,420 129 500 Apgar Franklin Township, NJ 361 2,044 211 201 Circle Dr. North Piscataway, NJ 840 4,760 396 1 Pearl Ct. Allendale, NJ 623 3,528 172 2 Pearl Ct. Allendale, NJ 255 1,445 970 3 Pearl Ct. Allendale, NJ 440 2,491 121 4 Pearl Ct. Allendale, NJ 450 2,550 124 5 Pearl Ct. Allendale, NJ 505 2,860 139 6 Pearl Ct. Allendale, NJ 1,160 6,575 111 7 Pearl Ct. Allendale, NJ 513 2,907 49 59 Route 17 Allendale, NJ 518 2,933 143 PHOENIX 1045 South Edward Drive Tempe, AZ 390 2,160 47 46 N. 49th Ave. Phoenix, AZ 301 1,704 51 PORTLAND 5687 International Way (i) Milwaukee, OR 430 2,385 267 5795 SW Jean Road (h) Lake Oswego, OR 427 2,362 363 12130 NE Ainsworth Circle (g) Portland, OR 523 2,898 301 5509 NW 122nd Ave. (g) Milwaukee, OR 244 1,351 80 6105-6113 NE 92nd Avenue (i) Portland, OR 884 4,891 684 8727 NE Marx Drive (h) Portland, OR 580 3,210 678 3388 SE 20th Street Portland, OR 73 405 45 5962-5964 NE 87th Avenue Portland, OR 72 398 75 11620 NE Ainsworth Portland, OR 152 839 34 11824 NE Ainsworth Circle Portland, OR 166 916 81 12124 NE Ainsworth Circle Portland, OR 207 1,148 49 11632 NE Ainsworth Circle Portland, OR 799 4,422 940 SALT LAKE CITY 2255 South 300 West (l) Salt Lake City, UT 618 3,504 299 512 Lawndale Drive (m) Salt Lake City, UT 2,779 15,749 2,706 1270 West 2320 South West Valley, UT 138 784 129 1275 West 2240 South West Valley, UT 395 2,241 95 1288 West 2240 South West Valley, UT 119 672 93 2235 South 1300 West West Valley, UT 198 1,120 248
GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/02 ------------------------------- BUILDING AND BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 23 World's Fair Drive 140 865 1,005 12 World's Fair Drive 593 3,579 4,172 49 Napoleon Court 238 1,367 1,605 50 NapoleanCourt 154 879 1,033 22 World's Fair Drive 375 2,346 2,721 26 World's Fair Drive 377 2,234 2,612 24 World's Fair Drive 362 2,318 2,680 20 World's Fair Drive Lot 13 691 2,128 2,819 10 New Maple Road 2,272 12,914 15,186 60 Chapin Road 2,143 13,847 15,990 45 Route 46 978 5,777 6,755 43 Route 46 479 2,885 3,364 39 Route 46 262 1,553 1,815 26 Chapin Road 965 5,536 6,501 30 Chapin Road 969 5,657 6,626 20 Hook Mountain Road 1,534 9,442 10,976 30 Hook Mountain Road 396 2,512 2,908 55 Route 46 403 2,331 2,734 16 Chapin Rod 901 5,133 6,033 20 Chapin Road 1,154 6,654 7,808 Sayreville Lot 4 - - - 400 Raritan Center Parkway 836 5,031 5,867 300 Columbus Circle 1,269 7,284 8,553 400 Apgar 796 4,534 5,329 500 Apgar 368 2,248 2,616 201 Circle Dr. North 857 5,139 5,996 1 Pearl Ct. 648 3,674 4,322 2 Pearl Ct. 403 2,267 2,670 3 Pearl Ct. 458 2,593 3,051 4 Pearl Ct. 469 2,655 3,124 5 Pearl Ct. 526 2,979 3,504 6 Pearl Ct. 1,177 6,669 7,846 7 Pearl Ct. 520 2,948 3,469 59 Route 17 539 3,054 3,593 PHOENIX 1045 South Edward Drive 394 2,203 2,597 46 N. 49th Ave. 306 1,750 2,056 PORTLAND 5687 International Way (i) 439 2,643 3,082 5795 SW Jean Road (h) 433 2,719 3,152 12130 NE Ainsworth Circle (g) 531 3,192 3,723 5509 NW 122nd Ave. (g) 248 1,427 1,675 6105-6113 NE 92nd Avenue (i) 954 5,505 6,459 8727 NE Marx Drive (h) 602 3,866 4,468 3388 SE 20th Street 76 447 523 5962-5964 NE 87th Avenue 75 470 545 11620 NE Ainsworth 155 869 1,024 11824 NE Ainsworth Circle 169 993 1,162 12124 NE Ainsworth Circle 212 1,193 1,405 11632 NE Ainsworth Circle 925 5,237 6,161 SALT LAKE CITY 2255 South 300 West (l) 612 3,809 4,421 512 Lawndale Drive (m) 2,774 18,460 21,233 1270 West 2320 South 143 908 1,051 1275 West 2240 South 408 2,323 2,731 1288 West 2240 South 123 761 883 2235 South 1300 West 204 1,362 1,566
ACCUMULATED DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS) 23 World's Fair Drive 132 1982 (n) 12 World's Fair Drive 483 1981 (n) 49 Napoleon Court 183 1982 (n) 50 NapoleanCourt 112 1982 (n) 22 World's Fair Drive 404 1983 (n) 26 World's Fair Drive 322 1984 (n) 24 World's Fair Drive 337 1984 (n) 20 World's Fair Drive Lot 13 280 1999 (n) 10 New Maple Road 726 1973/1999 (n) 60 Chapin Road 1,029 1977/2000 (n) 45 Route 46 365 1974/1987 (n) 43 Route 46 166 1974/1987 (n) 39 Route 46 89 1970 (n) 26 Chapin Road 311 1983 (n) 30 Chapin Road 350 1983 (n) 20 Hook Mountain Road 513 1972/1984 (n) 30 Hook Mountain Road 141 1972/1987 (n) 55 Route 46 137 1978/1994 (n) 16 Chapin Rod 289 1987 (n) 20 Chapin Road 392 1987 (n) Sayreville Lot 4 - 2001 (n) 400 Raritan Center Parkway 138 1983 (n) 300 Columbus Circle 198 1983 (n) 400 Apgar 85 1987 (n) 500 Apgar 49 1987 (n) 201 Circle Dr. North 93 1987 (n) 1 Pearl Ct. 23 1978 (n) 2 Pearl Ct. 9 1979 (n) 3 Pearl Ct. 16 1978 (n) 4 Pearl Ct. 17 1979 (n) 5 Pearl Ct. 19 1977 (n) 6 Pearl Ct. 42 1980 (n) 7 Pearl Ct. 19 1979 (n) 59 Route 17 19 1979 (n) PHOENIX 1045 South Edward Drive 193 1976 (n) 46 N. 49th Ave. 7 1986 (n) PORTLAND 5687 International Way (i) 344 1974 (n) 5795 SW Jean Road (h) 320 1985 (n) 12130 NE Ainsworth Circle (g) 405 1986 (n) 5509 NW 122nd Ave. (g) 164 1995 (n) 6105-6113 NE 92nd Avenue (i) 599 1978/1986 (n) 8727 NE Marx Drive (h) 483 1987 (n) 3388 SE 20th Street 56 1981 (n) 5962-5964 NE 87th Avenue 47 1979 (n) 11620 NE Ainsworth 97 1992 (n) 11824 NE Ainsworth Circle 120 1992 (n) 12124 NE Ainsworth Circle 131 1984 (n) 11632 NE Ainsworth Circle 543 1990 (n) SALT LAKE CITY 2255 South 300 West (l) 508 1980 (n) 512 Lawndale Drive (m) 2,682 1981 (n) 1270 West 2320 South 122 1986/92 (n) 1275 West 2240 South 288 1986/92 (n) 1288 West 2240 South 103 1986/92 (n) 2235 South 1300 West 194 1986/92 (n)
S-12
COSTS CAPITALIZED SUBSEQUENT TO (b) ACQUISITION OR INITIAL COST COMPLETION LOCATION (a) -------------------- AND VALUATION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION 1293 West 2200 South West Valley, UT 158 896 209 1279 West 2200 South West Valley, UT 198 1,120 56 1272 West 2240 South West Valley, UT 336 1,905 324 1149 West 2240 South West Valley, UT 217 1,232 57 1142 West 2320 South West Valley, UT 217 1,232 240 1152 West 2240 South West Valley, UT 2,067 - 3,964 SOUTHERN NEW JERSEY 2-5 North Olnev Ave. Cherry Hill, NJ 284 1,524 117 2 Springdale Road Cherry Hill, NJ 127 701 96 4 Springdale Road (g) Cherry Hill, NJ 335 1,853 696 8 Springdale Road Cherry Hill, NJ 259 1,436 345 2050 Springdale Road Cherry Hill, NJ 279 1,545 1,224 1 Esterbrook Lane Cherry Hill, NJ 43 238 24 16 Springdale Road Cherry Hill, NJ 241 1,336 119 5 Esterbrook Lane Cherry Hill, NJ 241 1,336 221 2 Pin Oak Lane Cherry Hill, NJ 317 1,757 276 6 Esterbrook Lane Cherry Hill, NJ 165 914 34 3 Computer Drive Cherry Hill, NJ 500 2,768 458 28 Springdale Road Cherry Hill, NJ 192 1,060 197 3 Esterbrook Lane Cherry Hill, NJ 199 1,102 444 4 Esterbrook Lane Cherry Hill, NJ 234 1,294 30 26 Springdale Road Cherry Hill, NJ 227 1,257 345 1 Keystone Ave. Cherry Hill, NJ 227 1,223 769 1919 Springdale Road Cherry Hill, NJ 232 1,286 57 21 Olnev Ave. Cherry Hill, NJ 69 380 62 19 Olnev Ave. Cherry Hill, NJ 202 1,119 1,157 2 Keystone Ave. Cherry Hill, NJ 216 1,194 435 18 Olnev Ave. Cherry Hill, NJ 250 1,382 78 2030 Springdale Rod Cherry Hill, NJ 526 2,914 1,392 55 Carnegie Drive Cherry Hill, NJ 550 3,047 158 5 Carnegie Plaza Cherry Hill, NJ 739 4,109 239 111 Whittendale Drive Morrestown, NJ 515 2,916 6 9 Whittendale Morrestown, NJ 337 1,911 39 1931 Olney Road Cherry Hill, NJ 262 1,486 39 ST. LOUIS 2121 Chapin Industrial Drive Vinita Park, MO 606 4,384 1,343 10431-10449 Midwest Industrial Blvd Olivette, MO 237 1,360 569 10751 Midwest Industrial Boulevard Olivette, MO 193 1,119 104 6951 N Hanley (g) Hazelwood, MO 405 2,295 1,886 4560 Anglum Road Hazelwood, MO 150 849 216 1037 Warson - Bldg A St. Louis, MO 246 1,359 30 1037 Warson - Bldg B St. Louis, MO 380 2,103 52 1037 Warson - Bldg C St. Louis, MO 303 1,680 37 1037 Warson - Bldg D St. Louis, MO 353 1,952 43 TAMPA 6614 Adamo Drive Tampa, FL 177 1,005 62 6204 Benjamin Road Tampa, FL 432 2,445 333 6206 Benjamin Road Tampa, FL 397 2,251 278 6302 Benjamin Road Tampa, FL 214 1,212 190 6304 Benjamin Road Tampa, FL 201 1,138 205 6306 Benjamin Road Tampa, FL 257 1,457 396 6308 Benjamin Road Tampa, FL 345 1,958 231 5313 Johns Road Tampa, FL 204 1,159 103 5602 Thompson Center Court Tampa, FL 115 652 133 5411 Johns Road Tampa, FL 230 1,304 177 5525 Johns Road Tampa, FL 192 1,086 66
GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/02 ------------------------------- BUILDING AND BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 1293 West 2200 South 163 1,100 1,263 1279 West 2200 South 204 1,170 1,374 1272 West 2240 South 347 2,217 2,564 1149 West 2240 South 225 1,282 1,506 1142 West 2320 South 225 1,465 1,690 1152 West 2240 South 2,114 3,918 6,032 SOUTHERN NEW JERSEY 2-5 North Olnev Ave. 282 1,643 1,925 2 Springdale Road 126 798 924 4 Springdale Road (g) 332 2,552 2,885 8 Springdale Road 258 1,783 2,041 2050 Springdale Road 277 2,770 3,047 1 Esterbrook Lane 43 262 305 16 Springdale Road 240 1,456 1,696 5 Esterbrook Lane 240 1,559 1,798 2 Pin Oak Lane 314 2,036 2,350 6 Esterbrook Lane 164 949 1,113 3 Computer Drive 492 3,233 3,725 28 Springdale Road 190 1,259 1,449 3 Esterbrook Lane 198 1,547 1,745 4 Esterbrook Lane 232 1,326 1,558 26 Springdale Road 226 1,603 1,829 1 Keystone Ave. 218 2,000 2,219 1919 Springdale Road 230 1,345 1,575 21 Olnev Ave. 68 442 510 19 Olnev Ave. 200 2,278 2,478 2 Keystone Ave. 214 1,631 1,844 18 Olnev Ave. 247 1,462 1,709 2030 Springdale Rod 523 4,309 4,832 55 Carnegie Drive 547 3,209 3,755 5 Carnegie Plaza 733 4,354 5,087 111 Whittendale Drive 514 2,922 3,436 9 Whittendale 343 1,944 2,287 1931 Olney Road 267 1,520 1,787 ST. LOUIS 2121 Chapin Industrial Drive 614 5,720 6,333 10431-10449 Midwest Industrial Blvd 237 1,929 2,166 10751 Midwest Industrial Boulevard 194 1,223 1,416 6951 N Hanley (g) 419 4,167 4,586 4560 Anglum Road 161 1,055 1,215 1037 Warson - Bldg A 250 1,385 1,635 1037 Warson - Bldg B 387 2,148 2,534 1037 Warson - Bldg C 309 1,711 2,020 1037 Warson - Bldg D 359 1,988 2,347 TAMPA 6614 Adamo Drive 181 1,064 1,244 6204 Benjamin Road 454 2,755 3,209 6206 Benjamin Road 416 2,510 2,926 6302 Benjamin Road 224 1,392 1,616 6304 Benjamin Road 209 1,335 1,544 6306 Benjamin Road 269 1,841 2,110 6308 Benjamin Road 362 2,173 2,534 5313 Johns Road 213 1,253 1,466 5602 Thompson Center Court 120 779 899 5411 Johns Road 241 1,470 1,710 5525 Johns Road 200 1,144 1,344
ACCUMULATED DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS) 1293 West 2200 South 168 1986/92 (n) 1279 West 2200 South 147 1986/92 (n) 1272 West 2240 South 315 1986/92 (n) 1149 West 2240 South 159 1986/92 (n) 1142 West 2320 South 242 1997 (n) 1152 West 2240 South 589 1999 (n) SOUTHERN NEW JERSEY 2-5 North Olnev Ave. 188 1963/85 (n) 2 Springdale Road 87 1968 (n) 4 Springdale Road (g) 305 1963/85 (n) 8 Springdale Road 203 1966 (n) 2050 Springdale Road 136 1965 (n) 1 Esterbrook Lane 30 1965 (n) 16 Springdale Road 166 1967 (n) 5 Esterbrook Lane 171 1966/88 (n) 2 Pin Oak Lane 250 1968 (n) 6 Esterbrook Lane 111 1966 (n) 3 Computer Drive 375 1966 (n) 28 Springdale Road 133 1967 (n) 3 Esterbrook Lane 172 1968 (n) 4 Esterbrook Lane 157 1969 (n) 26 Springdale Road 167 1968 (n) 1 Keystone Ave. 208 1969 (n) 1919 Springdale Road 158 1970 (n) 21 Olnev Ave. 48 1969 (n) 19 Olnev Ave. 235 1971 (n) 2 Keystone Ave. 175 1970 (n) 18 Olnev Ave. 170 1974 (n) 2030 Springdale Rod 505 1977 (n) 55 Carnegie Drive 373 1988 (n) 5 Carnegie Plaza 454 1987 (n) 111 Whittendale Drive 221 1991/96 (n) 9 Whittendale 77 2000 (n) 1931 Olney Road 7 1969 (n) ST. LOUIS 2121 Chapin Industrial Drive 5,631 1969/94 (n) 10431-10449 Midwest Industrial Blvd 418 1967 (n) 10751 Midwest Industrial Boulevard 267 1965 (n) 6951 N Hanley (g) 1,076 1965 (n) 4560 Anglum Road 241 1970 (n) 1037 Warson - Bldg A 26 1968 (n) 1037 Warson - Bldg B 40 1968 (n) 1037 Warson - Bldg C 32 1968 (n) 1037 Warson - Bldg D 37 1968 (n) TAMPA 6614 Adamo Drive 141 1967 (n) 6204 Benjamin Road 366 1982 (n) 6206 Benjamin Road 332 1983 (n) 6302 Benjamin Road 208 1983 (n) 6304 Benjamin Road 218 1984 (n) 6306 Benjamin Road 312 1984 (n) 6308 Benjamin Road 289 1984 (n) 5313 Johns Road 163 1991 (n) 5602 Thompson Center Court 122 1972 (n) 5411 Johns Road 241 1997 (n) 5525 Johns Road 148 1993 (n)
S-13
COSTS CAPITALIZED SUBSEQUENT TO (b) ACQUISITION OR INITIAL COST COMPLETION LOCATION (a) -------------------- AND VALUATION BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION 5607 Johns Road Tampa, FL 102 579 62 5709 Johns Road Tampa, FL 192 1,086 141 5711 Johns Road Tampa, FL 243 1,376 180 5453 W Waters Avenue Tampa, FL 71 402 99 5455 W Waters Avenue Tampa, FL 307 1,742 178 5553 W Waters Avenue Tampa, FL 307 1,742 202 5501 W Waters Avenue Tampa, FL 154 871 80 5503 W Waters Avenue Tampa, FL 71 402 52 5555 W Waters Avenue Tampa, FL 213 1,206 105 5557 W Waters Avenue Tampa, FL 59 335 33 5903 Johns Road Tampa, FL 88 497 74 5461 W Waters Tampa, FL 261 - 1,186 5471 W. Waters Tampa, FL 572 798 173 5505 Johns Road #7 Tampa, FL 228 - 1,396 5481 W. Waters Avenue Tampa, FL 558 - 2,297 5483 W. Waters Avenue Tampa, FL 457 - 1,940 6702-6712 Benjamin Road (k) Tampa, FL 639 3,536 406 5905 Breckenridge Parkway Tampa, FL 189 1,070 36 5907 Breckenridge Parkway Tampa, FL 61 345 10 5909 Breckenridge Parkway Tampa, FL 173 980 36 5911 Breckenridge Parkway Tampa, FL 308 1,747 32 5910 Breckenridge Parkway Tampa, FL 436 2,472 37 5912 Breckenridge Parkway Tampa, FL 460 2,607 39 4515-4519 George Road Tampa, FL 633 3,587 86 6301 Benjamin Road Tampa, FL 292 1,657 100 5723 Benjamin Road Tampa, FL 406 2,301 43 6313 Benjamin Road Tampa, FL 229 1,296 26 5801 Benjamin Road Tampa, FL 564 3,197 51 5802 Benjamin Road Tampa, FL 686 3,889 202 5925 Benjamin Road Tampa, FL 328 1,859 29 OTHER 2800 Airport Road (j) Denton, TX 369 1,935 1,572 3501 Maple Street Abilene, TX 67 1,057 1,000 4200 West Harry Street (h) Wichita, KS 193 2,224 1,751 Industrial Park No. 2 West Lebanon, NH 723 5,208 175 6601 S. 33rd Street McAllen, TX 231 1,276 32 REDEVELOPMENTS / DEVELOPABLE LAND 71,094 37,050 13,815 --------- ---------- ---------- $ 356,308 $1,519,580 $ 326,433 ========= ========== ==========
GROSS AMOUNT CARRIED AT CLOSE OF PERIOD 12/31/02 -------------------------------------- BUILDING AND BUILDING ADDRESS LAND IMPROVEMENTS TOTAL 5607 Johns Road 110 634 744 5709 Johns Road 200 1,219 1,419 5711 Johns Road 255 1,544 1,799 5453 W Waters Avenue 82 490 572 5455 W Waters Avenue 326 1,902 2,227 5553 W Waters Avenue 326 1,925 2,251 5501 W Waters Avenue 162 943 1,105 5503 W Waters Avenue 75 450 525 5555 W Waters Avenue 221 1,303 1,524 5557 W Waters Avenue 62 364 427 5903 Johns Road 93 566 659 5461 W Waters 265 1,181 1,447 5471 W. Waters 574 969 1,543 5505 Johns Road #7 228 1,395 1,624 5481 W. Waters Avenue 561 2,295 2,856 5483 W. Waters Avenue 459 1,938 2,397 6702-6712 Benjamin Road (k) 650 3,931 4,581 5905 Breckenridge Parkway 191 1,103 1,294 5907 Breckenridge Parkway 61 355 416 5909 Breckenridge Parkway 174 1,015 1,189 5911 Breckenridge Parkway 311 1,776 2,087 5910 Breckenridge Parkway 440 2,505 2,945 5912 Breckenridge Parkway 464 2,641 3,105 4515-4519 George Road 640 3,666 4,306 6301 Benjamin Road 295 1,754 2,049 5723 Benjamin Road 409 2,340 2,749 6313 Benjamin Road 231 1,320 1,551 5801 Benjamin Road 569 3,244 3,812 5802 Benjamin Road 692 4,086 4,778 5925 Benjamin Road 331 1,886 2,216 OTHER 2800 Airport Road (j) 490 3,386 3,876 3501 Maple Street 260 1,864 2,124 4200 West Harry Street (h) 528 3,640 4,168 Industrial Park No. 2 776 5,330 6,106 6601 S. 33rd Street 233 1,306 1,539 REDEVELOPMENTS / DEVELOPABLE LAND 71,854 51,275 123,129 -------- ---------- ---------- $364,911 $1,837,410 $2,202,321 (p) ======== ========== ==========
ACCUMULATED DEPRECIATION YEAR BUILT/ DEPRECIABLE BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS) 5607 Johns Road 81 1991 (n) 5709 Johns Road 158 1990 (n) 5711 Johns Road 243 1990 (n) 5453 W Waters Avenue 63 1987 (n) 5455 W Waters Avenue 262 1987 (n) 5553 W Waters Avenue 265 1987 (n) 5501 W Waters Avenue 125 1990 (n) 5503 W Waters Avenue 64 1990 (n) 5555 W Waters Avenue 166 1990 (n) 5557 W Waters Avenue 48 1990 (n) 5903 Johns Road 81 1987 (n) 5461 W Waters 115 1998 (n) 5471 W. Waters 53 1999 (n) 5505 Johns Road #7 147 1999 (n) 5481 W. Waters Avenue 178 1999 (n) 5483 W. Waters Avenue 169 1999 (n) 6702-6712 Benjamin Road (k) 385 1982/84 (n) 5905 Breckenridge Parkway 57 1982 (n) 5907 Breckenridge Parkway 18 1982 (n) 5909 Breckenridge Parkway 54 1982 (n) 5911 Breckenridge Parkway 92 1982 (n) 5910 Breckenridge Parkway 130 1982 (n) 5912 Breckenridge Parkway 137 1982 (n) 4515-4519 George Road 147 1985 (n) 6301 Benjamin Road 70 1986 (n) 5723 Benjamin Road 87 1986 (n) 6313 Benjamin Road 49 1986 (n) 5801 Benjamin Road 121 1986 (n) 5802 Benjamin Road 152 1986 (n) 5925 Benjamin Road 71 1986 (n) OTHER 2800 Airport Road (j) 1,670 1968 (n) 3501 Maple Street 884 1980 (n) 4200 West Harry Street (h) 1,785 1972 (n) Industrial Park No. 2 2,614 1968 (n) 6601 S. 33rd Street 114 1975 (n) REDEVELOPMENTS / DEVELOPABLE LAND 4,304 (o) -------- $263,404 ========
S-14 NOTES: (a) See description of encumbrances in Note 5 to Notes to Consolidated Financial Statements. (b) Initial cost for each respective property is total purchase price associated with its purchase. (c) These properties collateralize the Assumed Loans. (d) This property collateralizes the Acquisition Mortgage Loan VIII. (e) This property collateralizes the Acquisition Mortgage Loan IX. (f) This property collateralizes the Acquisition Mortgage Loan IV. (g) Comprised of two properties. (h) Comprised of three properties. (i) Comprised of four properties. (j) Comprised of five properties. (k) Comprised of six properties. (l) Comprised of seven properties. (m) Comprised of 29 properties. (n) Depreciation is computed based upon the following estimated lives: Buildings, Improvements 31.5 to 40 years Tenant Improvements, Leasehold Improvements Life of lease Furniture, Fixtures and Equipment 5 to 10 years (o) These properties represent developable land and redevelopments that have not been placed in service. (p) Excludes $122,331 of Construction in Progress and $1,174 of Furniture, Fixtures and Equipment. (q) During 2001, the Company recognized a valuation provision of $6,490 on these properties. At December 31, 2002, the aggregate cost of land and buildings and equipment for federal income tax purpose was approximately $1.9 billion (excluding construction in progress.) S-15 CONSOLIDATED OPERATING PARTNERSHIP SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED) AS OF DECEMBER 31, 2002 (Dollars in thousands) The changes in total real estate assets for the three years ended December 31, 2002 are as follows:
2002 2001 2000 ----------- ----------- ----------- Balance, Beginning of Year................................................. $ 2,343,698 $ 2,228,494 $ 2,131,434 Acquisitions, Construction Costs and Improvements.......................... 308,763 397,143 473,090 Disposition of Assets...................................................... (326,635) (275,449) (373,861) Valuation Provision........................................................ - (6,490) (2,169) ----------- ----------- ----------- Balance, End of Year....................................................... $ 2,325,826 $ 2,343,698 $ 2,228,494 =========== =========== ===========
The changes in accumulated depreciation for the three years ended December 31, 2002 are as follows:
2002 2001 2000 ----------- ----------- ----------- Balance, Beginning of Year.................................................. $ 232,889 $ 202,786 $ 179,293 Depreciation for Year....................................................... 56,762 54,623 49,496 Disposition of Assets....................................................... (26,247) (24,520) (26,003) ----------- ----------- ----------- Balance, End of Year........................................................ $ 263,404 $ 232,889 $ 202,786 =========== =========== ===========
S-16 EX-12.1 3 c75513exv12w1.txt COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES EXHIBIT 12.1 FIRST INDUSTRIAL, L.P. COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (Dollars in thousands)
2002 2001 2000 ------------ ---------- ----------- Income from Continuing Operations Before Gain on Sale of Real Estate.............................. $ 78,863 $ 94,890 $ 95,811 Plus: Interest Expense and Amortization of Deferred Financing Costs.............................. 89,297 80,583 82,568 ------------ ---------- ----------- Earnings Before Fixed Charges............................ $ 168,160 $ 175,473 $ 178,379 ============ ========== =========== Fixed Charges and Preferred Unit Distributions........... $ 97,089 $ 90,533 $ 87,771 ============ ========== =========== Ratio of Earnings to Fixed Charges and Preferred Unit Distributions (a)........................................ 1.73x 1.94x 2.03x ============ ========== ===========
(a) For purposes of computing the ratios of earnings to fixed charges, earnings have been calculated by adding fixed charges (excluding capitalized interest) to income from continuing operations before gain on sale of real estate. Fixed charges consist of interest costs, whether expensed or capitalized, and amortization of deferred financing costs. EX-23 4 c75513exv23.txt CONSENT OF PRICWATERHOUSECOOPERS LLP Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File No. 333-57992), Form S-8 (File No. 333-100630) and Form S-4 (File No. 333-63052) of First Industrial, L.P. of our report dated February 11, 2003 relating to the consolidated financial statements and of our report dated February 11, 2003 relating to the combined statements of the Other Real Estate Partnerships, which appear in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated February 11, 2003 relating to the financial statement schedule of First Industrial, L.P., which appears in this Form 10-K. PricewaterhouseCoopers LLP Chicago, Illinois March 19, 2003 EX-99.1 5 c75513exv99w1.txt CERTIFICATION PURSUANT TO SECTION 906 EXHIBIT 99.1 CERTIFICATION Accompanying Form 10-K Report of First Industrial, L.P. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C. Section 1350(a) and (b)) Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C. Section 1350(a) and (b)), each of the undersigned hereby certifies, to his knowledge, that the Annual Report on Form 10-K for the period ended December 31, 2002 of First Industrial, L.P. (the "Company") fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 19, 2003 ___/s/Michael W. Brennan_____ Michael W. Brennan Chief Executive Officer First Industrial Realty Trust, Inc. Dated: March 19, 2003 ___/s/Michael J. Havala_______ Michael J. Havala Chief Financial Officer First Industrial Realty Trust, Inc. -----END PRIVACY-ENHANCED MESSAGE-----