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, 2001
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 .
-------- --------
FIRST INDUSTRIAL, L.P.
TABLE OF CONTENTS
PAGE
----
PART I.
Item 1. Business...................................................................................... 3
Item 2. The Properties................................................................................ 7
Item 3. Legal Proceedings............................................................................. 29
Item 4. Submission of Matters to a Vote of Security Holders........................................... 29
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters......................... 30
Item 6. Selected Financial Data....................................................................... 31
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations......... 34
Item 7a. Quantitative and Qualitative Disclosures About Market Risk.................................... 45
Item 8. Financial Statements and Supplementary Data................................................... 45
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures......... 45
PART III.
Item 10. Directors and Executive Officers of the Registrant............................................ 46
Item 11. Executive Compensation........................................................................ 46
Item 12. Security Ownership of Certain Beneficial Owners and Management................................ 46
Item 13. Certain Relationships and Related Transactions................................................ 46
PART IV.
Item 14. Exhibits, Financial Statements, Financial Statement Schedule and Reports on Form 8-K.......... 47
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 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 84.8% ownership interest at December 31, 2001. The Company also owns
a preferred general partnership interest in the Operating Partnership
("Preferred Units") with an aggregate liquidation priority of $350.0 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 15.2% interest in the Operating
Partnership at December 31, 2001.
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, 2001, the Operating Partnership, the L.L.C.s and
First Industrial Development Services, Inc. (hereinafter defined as the
"Consolidated Operating Partnership") owned 812 in-service industrial
properties, containing an aggregate of approximately 52.2 million square feet of
gross leasable area ("GLA"). On a combined basis, as of December 31, 2001, the
Other Real Estate Partnerships owned 106 in-service industrial properties,
containing an aggregate of approximately 11.8 million square feet of GLA. Of the
106 industrial properties owned by the Other Real Estate Partnerships at
December 31, 2001, 21 are held by the Mortgage Partnership, 31 are held by the
Pennsylvania Partnership, 21 are held by the Securities Partnership, 20 are held
by the Financing Partnership, six are held by the Harrisburg Partnership, six
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 1,
2002, the Consolidated Operating Partnership had 294 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.
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 over many properties and
by negotiating quantity purchasing discounts.
- - Market Strategy. The Consolidated Operating Partnership's market
strategy is to concentrate on the Consolidated Operating Partnership's
top 25 industrial real estate markets in the United States. These 25
markets were selected based upon (i) the strength of their industrial
real estate fundamentals, including increased industrial demand
expectations from supply chain management; (ii) their history and
future outlook for continued economic growth and diversity; and (iii) a
minimum market size of 100 million square feet of industrial space. Due
to this market strategy, the Consolidated Operating Partnership plans
on exiting the markets of Cleveland, Columbus, Dayton, Des Moines,
Grand Rapids and Long Island. The Consolidated Operating Partnership
plans on exiting these markets in the next one to three years and is
projected to incur closing costs between the range of 3% to 5% of gross
sales proceeds. There can be no assurance that these properties will be
sold in this time frame or the Consolidated Operating Partnership will
incur closing costs within the range stated above. The net proceeds
from the sales of properties in these markets will be used to bolster
the Consolidated Operating Partnership's holdings in Atlanta,
Baltimore/Washington, Chicago, Cincinnati/Louisville, Dallas/Fort
Worth, Denver, Detroit, Harrisburg/Central Pennsylvania, Houston,
Indianapolis, Los Angeles, Milwaukee, Minneapolis/St. Paul, Nashville,
Northern New Jersey, Philadelphia, Phoenix, Portland, Salt Lake City,
St. Louis and Tampa and to potentially enter new markets which fit its
market strategy.
4
- - Disposition Strategy. As mentioned in the Market Strategy section
above, the Consolidated Operating Partnership is planning to exit the
markets of Cleveland, Columbus, Dayton, Des Moines, Grand Rapids and
Long Island. The Consolidated Operating Partnership also continues to
evaluate local market conditions and property-related factors in its
other markets and will consider disposition of select assets.
- - Acquisition/Development Strategy. The Consolidated Operating
Partnership's acquisition/development strategy is to concentrate on the
Consolidated Operating Partnership's top 25 markets mentioned in the
Market Strategy section above. Of the 918 properties in the
Consolidated Operating Partnership's and Other Real Estate
Partnerships' combined portfolios at December 31, 2001, 194 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 1, 2002, the Consolidated
Operating Partnership had approximately $63.3 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, renewing 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 brokerage
communities and national tenants.
RECENT DEVELOPMENTS
In 2001, the Consolidated Operating Partnership acquired or completed
development of 76 properties and acquired several parcels of land for a total
estimated investment of approximately $244.2 million. The Consolidated Operating
Partnership also sold 120 in-service properties, four properties that were out
of service and several parcels of land for a gross sales price of approximately
$317.6 million.
On March 19, 2001, the Consolidated Operating Partnership, through the
Operating Partnership, issued $200.0 million of senior unsecured debt which
matures on March 15, 2011 and bears a coupon interest rate of 7.375%.
On April 5, 2001 the Consolidated Operating Partnership, through the
Operating Partnership, paid off and retired $100.0 million of its senior
unsecured debt, which was to mature on April 5, 2011 and bore a coupon interest
rate of 6.5%, for a payment of approximately $105.6 million.
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 a wholly-owned limited liability
company of the Operating Partnership, owns a minority equity interest in the
December 2001 Joint Venture and provides property management services to the
December 2001 Joint Venture. As of December 31, 2001, the December 2001 Joint
Venture had economic interests in seven industrial properties comprising
approximately 1.4 million square feet of GLA. These 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.
During the period January 1, 2002 through March 1, 2002, the
Consolidated Operating Partnership acquired one industrial property for a total
estimated investment of approximately $2.8 million. The Consolidated Operating
Partnership also sold three industrial properties for approximately $6.3 million
of gross proceeds.
On March 8, 2002, the Operating Partnership declared a first quarter
2002 distribution of $.68 per unit which is payable on April 22, 2002. The
Operating Partnership also declared first quarter 2002 preferred unit
distributions of $54.688 per unit on its 8 3/4% Series B Cumulative Preferred
Units, $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. The preferred unit
distributions are payable on April 1, 2002.
5
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 certain
of the Consolidated Operating Partnership's top 25 markets.
The Consolidated Operating Partnership makes investment decisions to
sell properties from time to time in the ordinary course of its business
activities and sell properties located in markets that the Consolidated
Operating Partnership has decided to exit. 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, 2001,
the occupancy rates for industrial properties in the United States have ranged
from 90.3%* to 93.3%*, with an occupancy rate of 90.3%* at December 31, 2001.
ITEM 2. THE PROPERTIES
GENERAL
At December 31, 2001, the Consolidated Operating Partnership and the
Other Real Estate Partnerships owned 918 in-service properties (812 of which
were owned by the Consolidated Operating Partnership and 106 of which were owned
by the Other Real Estate Partnerships) containing an aggregate of approximately
64.0 million square feet of GLA (52.2 million square feet of which comprised the
properties owned by the Consolidated Operating Partnership and 11.8 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 2,600 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 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, 2001 was approximately 15.1
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,
2001 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, 2001.
CONSOLIDATED OPERATING PARTNERSHIP
PROPERTY SUMMARY
Light Industrial Bulk Warehouse R&D Flex Regional Warehouse Manufacturing
--------------------- ---------------------- ---------------------- --------------------- -------------------
Number of Number of Number of Number of Number of
Metropolitan Area GLA Properties GLA Properties GLA Properties GLA Properties GLA Properties
- ----------------- --------- ---------- --------- ---------- --------- ---------- -------- ---------- -------- ----------
Atlanta, GA 538,259 10 2,521,064 8 140,538 3 293,646 4 419,600 3
Baltimore, MD 700,193 12 292,640 2 -- -- -- -- 171,000 1
Central
Pennsylvania -- -- -- -- -- -- -- -- 70,000 1
Chicago, IL 1,569,343 29 2,455,379 12 188,185 3 168,802 2 661,531 4
Cincinnati, OH 334,220 2 1,348,880 6 -- -- -- -- -- --
Cleveland, OH -- -- -- -- 102,500 1 -- -- -- --
Columbus, OH 217,612 2 1,653,534 4 -- -- -- -- 255,470 1
Dallas, TX 1,340,757 33 1,427,222 9 428,917 17 725,443 11 224,984 2
Dayton, OH 322,746 6 -- -- 20,000 1 -- -- -- --
Denver, CO 2,069,065 43 538,906 4 1,690,284 43 302,392 5 -- --
Des Moines, IA -- -- 604,708 3 -- -- -- -- -- --
Detroit, MI 2,322,352 89 643,840 6 520,770 17 783,443 18 -- --
Grand Rapids, MI 418,311 9 1,013,625 6 10,000 1 -- -- 413,500 1
Houston, TX 405,211 4 2,191,077 13 200,112 3 432,525 6 -- --
Indianapolis, IN 727,980 16 1,708,361 8 48,200 4 217,710 6 71,600 2
Long Island, NY 237,869 7 -- -- -- -- -- -- -- --
Los Angeles, CA 173,583 15 115,702 1 -- -- 129,600 2 -- --
Louisville, KY -- -- 443,500 2 -- -- -- -- -- --
Milwaukee, WI 146,061 3 100,000 1 -- -- 39,800 1 -- --
Minneapolis/St
Paul, MN 917,384 17 1,472,695 7 661,748 10 540,847 5 678,649 10
Nashville, TN 351,787 7 1,222,298 8 -- -- -- -- 109,058 1
N. New Jersey 1,208,265 26 896,788 4 633,388 15 132,152 2 -- --
Phoenix, AZ 96,845 2 -- -- -- -- -- -- -- --
Portland, OR 744,553 29 -- -- -- -- -- -- -- --
Salt Lake City, UT 592,010 40 -- -- 146,937 6 -- -- -- --
S. New Jersey 883,998 20 323,750 2 -- -- 209,300 3 22,738 1
St. Louis, MO 197,339 5 589,519 4 -- -- -- -- -- --
Tampa, FL 707,592 20 -- -- 719,305 27 113,377 2 -- --
Other (a) -- -- 333,855 4 -- -- 50,000 1 346,103 6
---------- ------- ---------- ------- ---------- ------ ---------- ------ ---------- -----
Total 17,223,335 446 21,897,343 114 5,510,884 151 4,139,037 68 3,444,233 33
========== ======= ========== ======= ========== ====== ========== ====== ========== =====
(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 12/31/01 PORTFOLIO
----------------- ---------- ---------- -------- ---------
Atlanta, GA 3,913,107 28 96% 7.5%
Baltimore, MD 1,163,833 15 92% 2.2%
Central Pennsylvania 70,000 1 100% 0.1%
Chicago, IL 5,043,240 50 91% 9.7%
Cincinnati, OH 1,683,100 8 77% 3.2%
Cleveland, OH 102,500 1 100% 0.2%
Columbus, OH 2,126,616 7 74% 4.1%
Dallas, TX 4,147,323 72 92% 7.9%
Dayton, OH 342,746 7 94% 0.7%
Denver, CO 4,600,647 95 93% 8.8%
Des Moines, IA 604,708 3 98% 1.2%
Detroit, MI 4,270,405 130 93% 8.2%
Grand Rapids, MI 1,855,436 17 89% 3.6%
Houston, TX 3,228,925 26 94% 6.2%
Indianapolis, IN 2,773,851 36 79% 5.3%
Long Island, NY 237,869 7 98% 0.5%
Los Angeles, CA 418,885 18 93% 0.8%
Louisville, KY 443,500 2 100% 0.8%
Milwaukee, WI 285,861 5 95% 0.5%
Minneapolis/St. Paul, MN 4,271,323 49 95% 8.2%
Nashville, TN 1,683,143 16 82% 3.2%
N. New Jersey 2,870,593 47 93% 5.5%
Phoenix, AZ 96,845 2 94% 0.2%
Portland, OR 744,553 29 94% 1.4%
Salt Lake City, UT 738,947 46 87% 1.4%
S. New Jersey 1,439,786 26 99% 2.8%
St. Louis, MO 786,858 9 100% 1.5%
Tampa, FL 1,540,274 49 86% 2.9%
Other (a) 729,958 11 100% 1.4%
----------- --------- ---------- ----------
Total or Average 52,214,832 812 91% 100%
=========== ========= ========== ==========
(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,
2001 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 of Number of Number of Number of Number 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 2,643,560 12 -- -- 117,579 3 -- --
Chicago, IL 150,115 3 760,168 4 49,730 1 50,009 1 -- --
Des Moines, IA -- -- -- -- -- -- 88,000 1 -- --
Detroit, MI 353,854 7 160,035 1 33,092 2 -- -- -- --
Grand Rapids, MI 80,000 1 822,500 5 -- -- -- -- 31,750 1
Indianapolis, IN -- -- 1,988,341 6 -- -- 60,000 1 -- --
Milwaukee, WI -- -- -- -- 93,705 2 39,468 1 -- --
Minneapolis/St
Paul, MN 130,647 2 -- -- -- -- -- -- 531,750 3
Nashville, TN -- -- 160,661 1 -- -- -- -- -- --
Philadelphia, PA 466,577 16 367,720 3 36,802 2 258,190 4 56,827 2
St. Louis, MO -- -- 245,000 2 -- -- -- -- -- --
Tampa, FL -- -- -- -- 44,427 1 -- -- -- --
Other (a) 99,000 3 -- -- -- -- -- -- -- --
--------- -------- --------- -------- --------- -------- --------- -------- --------- ------
Total 1,789,082 38 8,185,323 37 489,710 13 703,535 12 620,327 6
========= ======== ========= ======== ========= ======== ========= ======== ========= ======
(a) Properties are located in Austin, Texas.
10
OTHER REAL ESTATE PARTNERSHIPS
PROPERTY SUMMARY TOTALS
TOTALS
-----------------------------------------------------------------------------
GLA AS A %
NUMBER OF OCCUPANCY AT OF TOTAL
METROPOLITAN AREA GLA PROPERTIES 12/31/01 PORTFOLIO
- ------------------------------- ---------------- ----------------- ------------------- -------------
Atlanta, GA 1,341,122 9 96% 11.4%
Baltimore, MD 144,278 2 100% 1.2%
Central Pennsylvania 3,144,209 19 94% 26.7%
Chicago, IL 1,010,022 9 90% 8.6%
Des Moines, IA 88,000 1 90% 0.7%
Detroit, MI 546,981 10 99% 4.6%
Grand Rapids, MI 934,250 7 95% 7.9%
Indianapolis, IN 2,048,341 7 89% 17.4%
Milwaukee, WI 133,173 3 72% 1.1%
Minneapolis/St. Paul, MN 662,397 5 95% 5.6%
Nashville, TN 160,661 1 100% 1.4%
Philadelphia, PA 1,186,116 27 99% 10.1%
St. Louis, MO 245,000 2 100% 2.1%
Tampa, FL 44,427 1 100% 0.4%
Other (a) 99,000 3 82% 0.8%
---------- ---------- ---------- -------
Total or Average 11,787,977 106 94% 100.0%
========== ========== ========== =======
(a) Properties are located in Austin, Texas.
11
PROPERTY ACQUISITION ACTIVITY
During 2001, the Consolidated Operating Partnership completed 14
separate industrial property acquisition transactions comprising 70 in-service
industrial properties totaling approximately 3.8 million square feet of GLA at a
total purchase price of approximately $188.9 million, or $50.40 per square foot.
The Consolidated Operating Partnership also purchased numerous land parcels for
an aggregate purchase price of approximately $15.7 million. The 70 industrial
properties acquired have the following characteristics:
NUMBER OF OCCUPANCY
METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE AT 12/31/01 ACQUISITION DATE
---------------------------- ------------ ---------- --------------------------------- ----------- -------------------
Dallas, TX (a) 25 1,255,366 Lt. Industrial/R&D Flex/Bulk 78% January 26, 2001
Whse./Reg. Whse.
Los Angeles, CA 2 129,600 Regional Warehouse 100% February 6, 2001
Los Angeles, CA (b) 11 81,134 Light Industrial 100% April 3, 2001
Chicago, IL 1 92,527 Light Industrial 81% June 15, 2001
Nashville, TN 1 43,026 Light Industrial 100% June 28, 2001
Tampa, FL 1 64,742 Light Industrial 100% June 28, 2001
Southern New Jersey 1 52,800 Light Industrial 100% June 28, 2001
Tampa, FL 6 237,949 Light Industrial/R&D Flex 79% July 2, 2001
Los Angeles, CA 1 115,702 Bulk Warehouse 77% August 8, 2001
Atlanta, GA 11 512,540 Lt. Industrial/R&D Flex/Bulk 98% August 31, 2001
Whse./Reg. Whse.
Denver, CO 5 514,102 Bulk Warehouse/ Light Industrial 93% October 1, 2001
Chicago, IL 2 396,191 Bulk Warehouse 100% October 11, 2001
Baltimore, MD 1 49,259 Light Industrial 100% November 8, 2001
N. New Jersey 2 203,252 Light Industrial/R&D Flex 57% December 31, 2001
--------- ---------
70 3,748,190
========= =========
(a) One property was sold on June 28, 2001
(b) One property was sold on September 5, 2001
During 2001, the Other Real Estate Partnerships completed two
industrial property acquisition transactions comprising nine in-service
industrial properties totaling approximately .6 million square feet of GLA at a
total purchase price of approximately $22.9 million, or $35.80 per square foot.
The nine industrial properties acquired have the following characteristics:
NUMBER OF OCCUPANCY
METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE AT 12/31/01 ACQUISITION DATE
---------------------------- ------------ ---------- ----------------------------------- ----------- -------------------
Philadelphia, PA 8 447,642 Lt. Industrial/Bulk Whse./Reg. Whse. 100% April 18, 2001
Indianapolis, IN 1 192,000 Bulk Warehouse 100% May 8, 2001
-------- ---------
9 639,642
======== =========
12
PROPERTY DEVELOPMENT ACTIVITY
During 2001, the Consolidated Operating Partnership placed in-service
six developments totaling approximately .9 million square feet of GLA at a total
cost of approximately $39.6 million, or $42.50 per square foot. The developed
properties have the following characteristics:
OCCUPANCY PLACED IN-SERVICE
METROPOLITAN AREA GLA PROPERTY TYPE AT 12/31/01 DATE
- -------------------------------------------- ---------- --------------------------- -------------- ------------------
Tampa, FL (a) 42,000 Light Industrial N/A March 30, 2001
Nashville, TN(b) 403,750 Bulk Warehouse N/A June 1, 2001
Baton Rouge, LA (c) 90,662 Light Industrial N/A June 27, 2001
New Orleans, LA (c) 253,681 Bulk Warehouse N/A June 27, 2001
Denver, CO 32,741 Bulk Warehouse 81% August 1, 2001
Phoenix, AZ (d) 109,730 Bulk Warehouse N/A October 1, 2001
---------
932,564
=========
(a) Property was sold on March 30, 2001.
(b) Property was sold on July 2, 2001.
(c) Property was sold on June 27, 2001.
(d) Property was sold on December 28, 2001.
During 2001, the Other Real Estate Partnerships placed in-service one
development totaling approximately .2 million square feet of GLA at a total cost
of approximately $8.4 million, or $52.20 per square foot. The developed property
has the following characteristics:
OCCUPANCY PLACED IN-SERVICE
METROPOLITAN AREA GLA PROPERTY TYPE AT 12/31/01 DATE
- ------------------------------------------ ---------- --------------------------- -------------- ------------------
Detroit, MI 160,000 Bulk Warehouse 100% March 1, 2001
---------
160,000
=========
At December 31, 2001, the Consolidated Operating Partnership had 43
projects under development, with an estimated completion GLA of approximately
4.4 million square feet and an estimated completion cost of approximately $215.7
million. The Consolidated Operating Partnership estimates it will place in
service all of the projects in fiscal year 2002. There can be no assurance that
the Consolidated Operating Partnership will place in service these projects in
2002 or that the actual completion cost will not exceed the estimated completion
cost stated above.
At December 31, 2001, the Other Real Estate Partnerships had two
projects under development, with an estimated completion GLA of approximately .7
million square feet and an estimated completion cost of approximately $16.9
million. The Other Real Estate Partnerships estimate it will place in service
all of the projects in fiscal year 2002. There can be no assurance that the
Other Real Estate Partnerships will place in service these projects in 2002 or
that the actual completion cost will not exceed the estimated completion cost
stated above.
13
PROPERTY SALES
During 2001, the Consolidated Operating Partnership sold 120 in-service
industrial properties and four out-of-service properties totaling approximately
7.4 million square feet of GLA and several land parcels. Total gross sales
proceeds approximated $317.6 million. The 120 in-service properties and four
out-of-service properties sold have the following characteristics:
NUMBER OF
METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE SALE DATE
- --------------------------- ----------- -------------- --------------------------------- ---------------------
Detroit, MI 1 8,760 Light Industrial January 12, 2001
Detroit, MI 1 42,060 Light Industrial February 2, 2001
Indianapolis, IN (a) 1 14,000 Light Industrial February 21, 2001
Nashville, TN 1 25,300 Light Industrial March 21, 2001
Detroit, MI 1 18,107 R&D Flex March 22, 2001
Detroit, MI 1 24,410 Light Industrial March 23, 2001
Dallas, TX 3 315,199 Bulk Warehouse/Reg. Warehouse March 23, 2001
Detroit, MI 3 335,390 R&D Flex/Bulk Whse./Reg. Whse. March 26, 2001
Houston, TX 2 38,071 Light Industrial March 26, 2001
Houston, TX 2 63,808 Light Industrial March 28, 2001
Portland, OR 3 35,000 Light Industrial March 30, 2001
St. Louis, MO 1 43,868 Light Industrial March 30, 2001
Tampa, FL 2 124,469 Light Industrial/Regional March 30, 2001
Warehouse
Milwaukee, WI 1 51,950 Light Industrial May 11, 2001
St. Louis, MO 1 75,600 Light Industrial June 5, 2001
Chicago, IL 1 49,853 Light Industrial June 13, 2001
Minneapolis, MN 1 112,083 Manufacturing June 18, 2001
Southern New Jersey 1 14,000 Light Industrial June 20, 2001
Detroit, MI 1 26,125 Bulk Warehouse June 20, 2001
Detroit, MI 1 33,300 Light Industrial June 25, 2001
Atlanta, GA 1 35,425 Light Industrial June 27, 2001
Chicago, IL 2 127,122 Light Industrial June 27, 2001
Detroit, MI 2 63,902 R&D Flex/Regional Warehouse June 27, 2001
Louisiana 23 1,425,622 Lt. Industrial/R&D Flex/Bulk June 27, 2001
Whse./Reg. Whse.
Chicago, IL 3 646,497 Light Industrial/Bulk Warehouse June 28, 2001
Milwaukee, WI 1 29,099 Light Industrial June 28, 2001
Dallas, TX 1 90,274 Regional Warehouse June 28, 2001
Nashville, TN 1 403,750 Bulk Warehouse July 2, 2001
Nashville, TN 1 122,000 Bulk Warehouse July 3, 2001
Tampa, FL 5 304,207 Bulk Warehouse/Regional July 19, 2001
Warehouse
Northern New Jersey 13 294,535 Light Industrial/Regional July 24, 2001
Warehouse
Des Moines, IA 2 274,332 Bulk Warehouse August 10, 2001
Minneapolis, MN 1 62,293 Light Industrial August 10, 2001
Milwaukee, WI 1 63,716 Light Industrial August 10, 2001
Portland, OR 1 7,500 Light Industrial August 27, 2001
Detroit, MI 1 8,480 Light Industrial August 28, 2001
Los Angeles, CA 1 7,300 Light Industrial September 5, 2001
Denver, CO 7 212,312 Light Industrial September 25, 2001
Chicago, IL 1 364,000 Manufacturing September 26, 2001
Denver, CO 2 87,995 R&D Flex September 28, 2001
Chicago, IL 1 61,548 Light Industrial October 18, 2001
Long Island, NY (a) 1 34,000 Light Industrial October 19, 2001
Long Island, NY 3 105,617 Light Industrial/Regional October 29, 2001
Warehouse
Detroit, MI 1 17,240 Manufacturing November 2, 2001
Chicago, IL 1 43,636 Manufacturing November 28, 2001
St. Louis, MO 1 66,600 Light Industrial December 14, 2001
Minneapolis, MN 2 182,560 Light Industrial/Bulk Warehouse December 20, 2001
Atlanta, GA 2 188,800 Light Industrial/Bulk Warehouse December 28, 2001
Denver, CO 1 16,444 Light Industrial December 28, 2001
Phoenix, AZ 1 109,730 Bulk Warehouse December 28, 2001
Detroit, MI 2 217,873 Light Industrial/Bulk Warehouse December 28, 2001
Minneapolis, MN (a) 2 67,255 Light Industrial December 28, 2001
Long Island, NY 7 156,078 Light Industrial December 31, 2001
-------- -------------
124 7,349,095
======== =============
(a) Properties were out-of-service when sold.
14
During 2001, the Other Real Estate Partnerships sold eight in-service
industrial properties totaling approximately 1.6 million square feet of GLA and
several land parcels. Total gross sales proceeds approximated $69.3 million. The
eight in-service properties sold have the following characteristics:
NUMBER OF
METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE SALE DATE
- --------------------------- ----------- -------------- --------------------------------- ---------------------
Detroit, MI 1 26,400 Light Industrial March 19, 2001
Detroit, MI 1 66,395 Regional Warehouse March 29, 2001
Central Pennsylvania 1 623,832 Bulk Warehouse April 16, 2001
Des Moines, IA 3 75,072 Light Industrial May 17,2001
Milwaukee, WI 1 468,000 Manufacturing June 4, 2001
Central Pennsylvania 1 378,000 Bulk Warehouse September 27, 2001
-------- -------------
8 1,637,699
======== =============
PROPERTY ACQUISITIONS, DEVELOPMENTS AND SALES SUBSEQUENT TO YEAR END
During the period January 1, 2002 through March 1, 2002, the
Consolidated Operating Partnership acquired one industrial property for a total
estimated investment of approximately $2.8 million. The Consolidated Operating
Partnership also sold three industrial properties for approximately $6.3 million
of gross proceeds.
During the period January 1, 2002 through March 1, 2002, the Other Real
Estate Partnerships acquired 15 industrial properties for a total estimated
investment of approximately $38.7 million. The Other Real Estate Partnerships
also sold one industrial property for approximately $.9 million of gross
proceeds.
15
DETAIL PROPERTY LISTING
The following table lists all of the Consolidated Operating
Partnership's properties as of December 31, 2001, by geographic market area.
PROPERTY LISTING
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01
---------------- ---------- ------------ --------- ------------- ------- --- --------
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 74%
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%
4071 Southmeadow Parkway Atlanta, GA 1991 Bulk Warehouse 17.80 209,918 100%
1875 Rockdale Industrial Blvd. Conyers, GA 1966 Manufacturing 5.70 121,600 100%
3312 N. Berkeley Lake Road Duluth, GA 1969 Bulk Warehouse 52.11 1,040,296 100%
370 Great Southwest Pkway (f) Atlanta, GA 1986 Light Industrial 8.06 150,536 80%
955 Cobb Place Kennesaw, GA 1991 Reg. Warehouse 8.73 97,518 0%
7000 Highland Parkway Smyrna, GA 1998 Bulk Warehouse 10.00 123,808 100%
2084 Lake Industrial Court Conyers, GA 1998 Bulk Warehouse 13.74 180,000 100%
1003 Sigman Road Conyers, GA 1996 Bulk Warehouse 11.30 123,457 100%
220 Greenwood Court McDonough, GA 2000 Bulk Warehouse 26.69 504,000 100%
1255 Oakbrook Drive Norcross, GA 1984 Light Industrial 2.50 36,000 100%
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 69%
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 29,400 100%
--------- -----
SUBTOTAL OR AVERAGE 3,913,107 96%
--------- -----
BALTIMORE
3431 Benson Baltimore, MD 1988 Light Industrial 3.48 60,227 100%
1801 Portal Baltimore, MD 1987 Light Industrial 3.72 57,600 100%
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 92%
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 0%
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 86%
1328 Charwood Road Hanover, MD 1986 Bulk Warehouse 9.00 150,500 100%
8779 Greenwood Place Savage, MD 1978 Bulk Warehouse 8.00 142,140 100%
1350 Blair Drive Odenton, MD 1991 Light Industrial 2.86 29,317 93%
1360 Blair Drive Odenton, MD 1991 Light Industrial 4.19 43,194 92%
1370 Blair Drive Odenton, MD 1991 Light Industrial 5.15 52,910 100%
9020 Mendenhall Court Columbia, MD 1981 Light Industrial 3.70 49,259 100%
--------- -----
SUBTOTAL OR AVERAGE 1,163,833 92%
--------- -----
CENTRAL PENNSYLVANIA
125 East Kensinger Drive Cranberry Township, PA 2000 Manufacturing 13.00 70,000 100%
--------- -----
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 84%
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 38,150 100%
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 80,180 100%
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 0%
301 Alice Wheeling, IL 1965 Light Industrial 2.88 65,450 100%
410 West 169th Street South Holland, IL 1974 Bulk Warehouse 6.40 151,436 100%
16
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01
---------------- ---------- ------------ --------- ------------- ------- --- --------
CHICAGO (CONT.)
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 (f) Chicago, IL 1968 Light Industrial 8.66 74,685 100%
3110-3130 South St. Louis Chicago, IL 1968 Light Industrial 4.00 23,254 100%
7301 South Hamlin Chicago, IL 1975/86 Light Industrial 1.49 56,017 100%
7401 South Pulaski Chicago, IL 1975/86 Bulk Warehouse 5.36 213,670 90%
7501 South Pulaski Chicago, IL 1975/86 Bulk Warehouse 3.88 159,728 100%
385 Fenton Lane West Chicago, IL 1990 Bulk Warehouse 6.79 182,000 87%
335 Crossroad Parkway Bolingbrook, IL 1996 Bulk Warehouse 12.86 288,000 100%
10435 Seymour Avenue Franklin Park, IL 1967 Light Industrial 1.85 53,500 43%
905 Paramount Batavia, IL 1977 Light Industrial 2.60 60,000 100%
1005 Paramount Batavia, IL 1978 Light Industrial 2.50 64,574 50%
34-45 Lake Street Northlake, IL 1978 Bulk Warehouse 5.71 124,804 100%
2120-24 Roberts Broadview, IL 1960 Light Industrial 2.30 60,009 52%
4309 South Morgan Street Chicago, IL 1975 Manufacturing 6.91 200,000 49%
405-17 University Drive Arlington Hgts, IL 1977 Light Industrial 2.42 56,400 100%
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%
550 Business Center Drive Mount Prospect, IL 1984 Light Industrial 2.26 34,596 0%
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%
851 Feehanville Drive Mount Prospect, IL 1983 Light Industrial 2.87 34,875 100%
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%
1601 Feehanville Drive Mount Prospect, IL 1986/2000 R&D/Flex 6.07 64,080 100%
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 81%
19W661 101st Street Lemont, IL 1988 Bulk Warehouse 10.94 248,791 100%
19W751 101st Street Lemont, IL 1991 Bulk Warehouse 7.13 147,400 100%
1661 Feehanville Avenue Mount Prospect, IL 1986 R&D/Flex 6.89 85,955 100%
--------- -----
SUBTOTAL OR AVERAGE 5,043,240 91%
--------- -----
CINCINNATI
9900-9970 Princeton Cincinnati, OH (a) 1970 Bulk Warehouse 10.64 185,580 63%
2940 Highland Avenue Cincinnati, OH (a) 1969/74 Bulk Warehouse 17.08 502,000 54%
4700-4750 Creek Road Blue Ash, OH (a) 1960 Light Industrial 15.32 265,000 89%
12072 Best Place Springboro, OH 1984 Bulk Warehouse 7.80 112,500 77%
901 Pleasant Valley Drive Springboro, OH 1984 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 77%
--------- -----
CLEVELAND
6675 Parkland Boulevard Solon, OH 1991 R&D/Flex 10.41 102,500 100%
--------- -----
SUBTOTAL OR AVERAGE 102,500 100%
--------- -----
COLUMBUS
3800 Lockbourne Industrial Pky Columbus, OH 1986 Bulk Warehouse 22.12 404,734 100%
3880 Groveport Road Obetz, OH 1986 Bulk Warehouse 43.41 705,600 74%
1819 North Walcutt Road Columbus, OH 1973 Bulk Warehouse 11.33 243,000 51%
4300 Cemetery Road Hilliard, OH 1968 Manufacturing 62.71 255,470 100%
4115 Leap Road (f) Hilliard, OH 1977 R&D/Flex 18.66 217,612 100%
3300 Lockbourne Columbus, OH 1964 Bulk Warehouse 17.00 300,200 17%
--------- -----
SUBTOTAL OR AVERAGE 2,126,616 74%
--------- -----
DALLAS
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 0%
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%
1405-1409 Avenue II East Grand Prairie, TX 1969 Light Industrial 1.79 36,000 100%
2651-2677 Manana Dallas, TX 1966 Light Industrial 2.55 82,229 100%
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 65,700 100%
2159 Shiloh Road Garland, TX 1982 R&D/Flex 1.15 20,800 100%
2701 Shiloh Road Garland, TX 1981 Bulk Warehouse 8.20 214,650 100%
17
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01
---------------- ---------- ------------ --------- ------------- ------- --- --------
DALLAS (CONT.)
12784 Perimeter Drive (g) 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%
7338-60 Dogwood Park Richland Hills, TX 1978 R&D/Flex 1.51 26,523 100%
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 33,812 100%
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%
2001 100th Street Grand Prairie, TX 1973/93 Reg. Warehouse 3.50 74,106 100%
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 43%
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 (g) Carrolton, TX 1981 R&D Flex 3.73 42,170 78%
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 71%
2025 McKenzie Drive Carrolton, TX 1985 Reg. Warehouse 3.81 73,556 100%
2019 McKenzie Drive Carrolton, TX 1985 Reg. Warehouse 3.93 80,780 100%
1420 Valwood Parkway-Bldg I (f) Carrolton, TX 1986 R&D Flex 3.30 40,528 81%
1620 Valwood Parkway (g) Carrolton, TX 1986 Light Industrial 6.59 103,475 69%
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 87,687 100%
2029-2035 McKenzie Drive Carrolton, TX 1985 Reg. Warehouse 3.30 81,924 100%
1840 Hutton Drive (f) Carrolton, TX 1986 R&D Flex 5.83 93,132 100%
1420 Valwood Pkwy - Bldg II Carrolton, TX 1986 Light Industrial 3.32 55,625 100%
2015 McKenzie Drive Carrolton, TX 1986 Light Industrial 3.38 73,187 62%
2105 McDaniel Drive Carrolton, TX 1986 Bulk Warehouse 4.59 107,915 0%
2009 McKenzie Drive Carrolton, TX 1987 Light Industrial 3.03 66,752 100%
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%
2104 Hutton Drive Carrolton, TX 1990 Light Industrial 1.70 24,800 100%
--------- -----
SUBTOTAL OR AVERAGE 4,147,323 92%
--------- -----
DAYTON
6094-6104 Executive Boulevard Huber Heights, OH 1975 Light Industrial 3.33 43,200 93%
6202-6220 Executive Boulevard Huber Heights, OH 1996 Light Industrial 3.79 64,000 100%
6268-6294 Executive Boulevard Huber Heights, OH 1989 Light Industrial 4.03 60,800 82%
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 84,000 100%
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 70%
--------- -----
SUBTOTAL OR AVERAGE 342,746 94%
--------- -----
DENVER
7100 North Broadway - Bldg. 1 Denver, CO 1978 Light Industrial 16.80 32,269 76%
7100 North Broadway - Bldg. 2 Denver, CO 1978 Light Industrial 16.90 32,500 91%
7100 North Broadway - Bldg. 3 Denver, CO 1978 Light Industrial 11.60 22,259 82%
7100 North Broadway - Bldg. 5 Denver, CO 1978 Light Industrial 15.00 28,789 93%
7100 North Broadway - Bldg. 6 Denver, CO 1978 Light Industrial 22.50 38,255 81%
20100 East 32nd Avenue Parkway Aurora, CO 1997 R&D/Flex 4.10 51,300 65%
15700 - 15820 West 6th Avenue Golden, CO 1978 Light Industrial 1.92 52,767 96%
15850-15884 West 6th Avenue Golden, CO 1978 Light Industrial 1.92 31,856 100%
18
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01
---------------- ---------- ------------ --------- ------------- ------- --- --------
DENVER (CONT.)
5454 Washington Denver, CO 1985 Light Industrial 4.00 34,740 100%
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 93%
6425 North Washington Denver, CO 1983 R&D/Flex 4.05 82,120 81%
3370 North Peoria Street Aurora, CO 1978 R&D/Flex 1.64 25,520 87%
3390 North Peoria Street Aurora, CO 1978 R&D/Flex 1.46 22,699 100%
3508-3538 North Peoria Street Aurora, CO 1978 R&D/Flex 2.61 40,653 100%
3568 North Peoria Street Aurora, CO 1978 R&D/Flex 2.24 34,937 75%
4785 Elati Denver, CO 1972 Light Industrial 3.34 34,777 91%
4770 Fox Street Denver, CO 1972 Light Industrial 3.38 26,565 93%
1550 West Evans Denver, CO 1975 Light Industrial 3.92 78,787 92%
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 42%
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 76%
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 24,800 100%
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 82%
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 51,210 100%
7025 South Revere Parkway Denver, CO 1997 R&D/Flex 3.20 59,270 100%
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 29,174 100%
9500 W. 49th Street - D Wheatridge, CO 1997 Light Industrial 1.74 41,615 65%
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 25,075 100%
610 Garrison Street Lakewood, CO 1984 R&D/Flex 2.17 24,965 69%
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 81%
14998 West 6th Avenue Building E Golden, CO 1995 R&D/Flex 2.29 42,832 100%
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 78%
6547 South Racine Circle Englewood, CO 1996 Light Industrial 3.92 59,918 97%
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 91%
2370 South Trenton Way Denver, CO 1983 R&D/Flex 3.27 22,735 100%
2422 South Trenton Way Denver, CO 1983 R&D/Flex 3.94 27,413 100%
2452 South Trenton Way Denver, CO 1983 R&D/Flex 6.78 47,931 96%
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%
8122 South Park Lane - B Littleton, CO 1986 Light Industrial 2.28 20,389 100%
1600 South Abilene Aurora, CO 1986 R&D/Flex 3.53 47,930 60%
1620 South Abilene Aurora, CO 1986 Light Industrial 2.04 27,666 100%
1640 South Abilene Aurora, CO 1986 Light Industrial 2.80 37,948 54%
13900 East Florida Avenue Aurora, CO 1986 R&D/Flex 1.44 19,493 71%
4301 South Federal Boulevard Englewood, CO 1997 Reg. Warehouse 2.80 35,381 95%
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%
2630 West 2nd Avenue Denver, CO 1970 Light Industrial 0.50 8,260 100%
19
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01
---------------- ---------- ------------ --------- ------------- ------- --- --------
DENVER (CONT.)
2650 West 2nd Avenue Denver, CO 1970 Light Industrial 2.80 36,081 100%
14818 West 6th Avenue Bldg. A Golden, CO 1985 R&D/Flex 2.54 39,776 100%
14828 West 6th Avenue Bldg. B Golden, CO 1985 R&D/Flex 2.54 41,805 57%
12055 E. 49th Ave/4955 Peoria Denver, CO 1984 R&D/Flex 3.09 49,575 94%
4940-4950 Paris Denver, CO 1984 R&D/Flex 1.58 25,290 100%
4970 Paris Denver, CO 1984 R&D/Flex 0.98 15,767 100%
5010 Paris Denver, CO 1984 R&D/Flex 0.92 14,822 100%
7367 South Revere Parkway Englewood, CO 1997 Bulk Warehouse 8.50 102,839 100%
10311 W. Hampden Avenue Lakewood, CO 1999 Light Industrial 4.40 52,183 93%
9197 6th Avenue Lakewood, CO 2000 Light Industrial 2.86 32,741 81%
8200 East Park Meadows Drive (f) Lone Tree, CO 1984 R&D Flex 6.60 90,219 91%
3250 Quentin (f) Aurora, CO 1984/2000 Light Industrial 8.90 144,464 100%
11585 E. 53rd Ave. (f) Denver, CO 1984 Bulk Warehouse 15.10 335,967 100%
10500 East 54th Ave. (g) Denver, CO 1986 Light Industrial 9.12 178,135 81%
--------- -----
SUBTOTAL OR AVERAGE 4,600,647 93%
--------- -----
DES MOINES
4121 McDonald Avenue Des Moines, IA 1977 Bulk Warehouse 11.02 177,431 100%
4141 McDonald Avenue Des Moines, IA 1976 Bulk Warehouse 11.03 263,196 96%
4161 McDonald Avenue Des Moines, IA 1979 Bulk Warehouse 11.02 164,081 100%
--------- -----
SUBTOTAL OR AVERAGE 604,708 98%
--------- -----
DETROIT
238 Executive Drive Troy, MI 1973 Light Industrial 1.32 13,740 100%
256 Executive Drive Troy, MI 1974 Light Industrial 1.12 11,273 100%
301 Executive Drive Troy, MI 1974 Light Industrial 1.27 20,411 100%
449 Executive Drive Troy, MI 1975 Reg. Warehouse 2.12 33,001 100%
501 Executive Drive Troy, MI 1984 Light Industrial 1.57 18,061 100%
451 Robbins Drive Troy, MI 1975 Light Industrial 1.88 28,401 100%
800 Stephenson Highway Troy, MI 1979 R&D/Flex 4.39 48,200 100%
1035 Crooks Road Troy, MI 1980 Light Industrial 1.74 23,320 0%
1095 Crooks Road Troy, MI 1986 R&D/Flex 2.83 35,042 100%
1416 Meijer Drive Troy, MI 1980 Light Industrial 1.20 17,944 100%
1624 Meijer Drive Troy, MI 1984 Light Industrial 3.42 44,040 100%
1972 Meijer Drive Troy, MI 1985 Reg. Warehouse 2.36 37,075 100%
1621 Northwood Drive Troy, MI 1977 Bulk Warehouse 1.54 24,900 100%
1707 Northwood Drive Troy, MI 1983 Light Industrial 1.69 28,750 100%
1788 Northwood Drive Troy, MI 1977 Light Industrial 1.55 12,480 100%
1821 Northwood Drive Troy, MI 1977 Reg. Warehouse 2.07 35,050 100%
1826 Northwood Drive Troy, MI 1977 Light Industrial 1.22 12,480 100%
1864 Northwood Drive Troy, MI 1977 Light Industrial 1.55 12,480 100%
1921 Northwood Drive Troy, MI 1977 Light Industrial 2.33 42,000 100%
2277 Elliott Avenue Troy, MI 1975 Light Industrial 0.96 12,612 100%
2451 Elliott Avenue Troy, MI 1974 Light Industrial 1.68 24,331 100%
2730 Research Drive Rochester Hills, MI 1988 Reg. Warehouse 3.52 57,850 100%
2791 Research Drive Rochester Hills, MI 1991 Reg. Warehouse 4.48 64,199 100%
2871 Research Drive Rochester Hills, MI 1991 Reg. Warehouse 3.55 49,543 100%
2911 Research Drive Rochester Hills, MI 1992 Reg. Warehouse 5.72 80,078 100%
3011 Research Drive Rochester Hills, MI 1988 Reg. Warehouse 2.55 32,637 100%
2870 Technology Drive Rochester Hills, MI 1988 Light Industrial 2.41 24,445 100%
2900 Technology Drive Rochester Hills, MI 1992 Reg. Warehouse 2.15 31,047 100%
2920 Technology Drive Rochester Hills, MI 1992 Light Industrial 1.48 19,011 100%
2930 Technology Drive Rochester Hills, MI 1991 Light Industrial 1.41 17,994 100%
2950 Technology Drive Rochester Hills, MI 1991 Light Industrial 1.48 19,996 100%
23014 Commerce Drive Farmington Hills, MI 1983 R&D/Flex 0.65 7,200 100%
23028 Commerce Drive Farmington Hills, MI 1983 Light Industrial 1.26 20,265 100%
23035 Commerce Drive Farmington Hills, MI 1983 Light Industrial 1.23 15,200 100%
23042 Commerce Drive Farmington Hills, MI 1983 R&D/Flex 0.75 8,790 100%
23065 Commerce Drive Farmington Hills, MI 1983 Light Industrial 0.91 12,705 100%
23070 Commerce Drive Farmington Hills, MI 1983 R&D/Flex 1.43 16,765 100%
23079 Commerce Drive Farmington Hills, MI 1983 Light Industrial 0.85 10,830 100%
23093 Commerce Drive Farmington Hills, MI 1983 Reg. Warehouse 3.87 49,040 100%
23135 Commerce Drive Farmington Hills, MI 1986 Light Industrial 2.02 23,969 100%
23163 Commerce Drive Farmington Hills, MI 1986 Light Industrial 1.51 19,020 100%
23177 Commerce Drive Farmington Hills, MI 1986 Light Industrial 2.29 32,127 100%
23206 Commerce Drive Farmington Hills, MI 1985 Light Industrial 1.30 19,822 100%
23290 Commerce Drive Farmington Hills, MI 1980 Reg. Warehouse 2.56 42,930 100%
23370 Commerce Drive Farmington Hills, MI 1980 Light Industrial 0.67 8,741 100%
21477 Bridge Street Southfield, MI 1986 Light Industrial 3.10 41,500 93%
32450 N. Avis Drive Madison Heights, MI 1974 Light Industrial 3.23 55,820 100%
20
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01
---------------- ---------- ------------ --------- ------------- ------- --- --------
DETROIT (CONT.)
32200 N. Avis Drive Madison Heights, MI 1973 Light Industrial 6.15 88,700 100%
11866 Hubbard Livonia, MI 1979 Light Industrial 2.32 41,380 100%
12050-12300 Hubbard (f) Livonia, MI 1981 Light Industrial 6.10 85,086 100%
38220 Plymouth Livonia, MI 1988 Bulk Warehouse 13.14 145,232 100%
38300 Plymouth Livonia, MI 1997 Bulk Warehouse 6.95 127,800 100%
12707 Eckles Road Plymouth, MI 1990 Light Industrial 2.62 42,300 100%
9300-9328 Harrison Rd. Romulus, MI 1978 Light Industrial 2.53 29,286 38%
9330-9358 Harrison Rd. Romulus, MI 1978 Light Industrial 2.53 29,280 100%
28420-28448 Highland Rd Romulus, MI 1979 Light Industrial 2.53 29,280 50%
28450-28478 Highland Rd Romulus, MI 1979 Light Industrial 2.53 29,340 88%
28421-28449 Highland Rd Romulus, MI 1980 Light Industrial 2.53 29,285 75%
28451-28479 Highland Rd Romulus, MI 1980 Light Industrial 2.53 29,280 88%
28825-28909 Highland Rd Romulus, MI 1981 Light Industrial 2.53 29,284 84%
28933-29017 Highland Rd Romulus, MI 1982 Light Industrial 2.53 29,280 100%
28824-28908 Highland Rd Romulus, MI 1982 Light Industrial 2.53 29,280 100%
28932-29016 Highland Rd Romulus, MI 1982 Light Industrial 2.53 29,280 100%
9710-9734 Harrison Road Romulus, MI 1987 Light Industrial 2.22 25,925 100%
9740-9772 Harrison Road Romulus, MI 1987 Light Industrial 2.53 29,548 100%
9840-9868 Harrison Road Romulus, MI 1987 Light Industrial 2.53 29,280 100%
9800-9824 Harrison Road Romulus, MI 1987 Light Industrial 2.22 25,620 100%
29265-29285 Airport Drive Romulus, MI 1983 Light Industrial 2.05 23,707 100%
29185-29225 Airport Drive Romulus, MI 1983 Light Industrial 3.17 36,658 100%
29149-29165 Airport Drive Romulus, MI 1984 Light Industrial 2.89 33,440 100%
29101-29115 Airport Drive Romulus, MI 1985 R&D/Flex 2.53 29,287 100%
29031-29045 Airport Drive Romulus, MI 1985 Light Industrial 2.53 29,280 100%
29050-29062 Airport Drive Romulus, MI 1986 Light Industrial 2.22 25,837 44%
29120-29134 Airport Drive Romulus, MI 1986 Light Industrial 2.53 29,282 75%
29200-29214 Airport Drive Romulus, MI 1985 Light Industrial 2.53 29,282 100%
9301-9339 Middlebelt Road Romulus, MI 1983 R&D/Flex 1.29 15,173 95%
26980 Trolley Industrial Drive Taylor, MI 1997 Bulk Warehouse 5.43 102,400 100%
12050-12200 Farmington Road Livonia, MI 1973 Light Industrial 1.34 25,470 80%
33200 Capitol Avenue Livonia, MI 1977 Light Industrial 2.16 40,000 100%
32975 Capitol Avenue Livonia, MI 1978 R&D/Flex 0.99 18,465 100%
2725 S. Industrial Highway Ann Arbor, MI 1997 Light Industrial 2.63 37,875 100%
32920 Capitol Avenue Livonia, MI 1973 Reg. Warehouse 0.47 8,000 100%
11862 Brookfield Avenue Livonia, MI 1972 Light Industrial 0.92 14,600 0%
11923 Brookfield Avenue Livonia, MI 1973 Light Industrial 0.76 14,600 100%
11965 Brookfield Avenue Livonia, MI 1973 Light Industrial 0.88 14,600 100%
34005 Schoolcraft Road Livonia, MI 1981 Light Industrial 1.70 26,100 100%
13405 Stark Road Livonia, MI 1980 Light Industrial 0.65 9,750 100%
1170 Chicago Road Troy, MI 1983 Light Industrial 1.73 21,500 100%
1200 Chicago Road Troy, MI 1984 Light Industrial 1.73 26,210 100%
450 Robbins Drive Troy, MI 1976 Light Industrial 1.38 19,050 100%
1230 Chicago Road Troy, MI 1996 Reg. Warehouse 2.10 30,120 100%
12886 Westmore Avenue Livonia, MI 1981 Light Industrial 1.01 18,000 100%
12898 Westmore Avenue Livonia, MI 1981 Light Industrial 1.01 18,000 100%
33025 Industrial Road Livonia, MI 1980 Light Industrial 1.02 6,250 100%
2002 Stephenson Highway Troy, MI 1986 R&D/Flex 1.42 21,850 100%
47711 Clipper Street Plymouth Twsp, MI 1996 Reg. Warehouse 2.27 36,926 100%
32975 Industrial Road Livonia, MI 1984 Light Industrial 1.19 21,000 100%
32985 Industrial Road Livonia, MI 1985 Light Industrial 0.85 12,040 100%
32995 Industrial Road Livonia, MI 1983 Light Industrial 1.11 14,280 100%
12874 Westmore Avenue Livonia, MI 1984 Light Industrial 1.01 16,000 100%
33067 Industrial Road Livonia, MI 1984 Light Industrial 1.11 18,640 100%
1775 Bellingham Troy, MI 1987 R&D/Flex 1.88 28,900 100%
1785 East Maple Troy, MI 1985 Light Industrial 0.80 10,200 100%
1807 East Maple Troy, MI 1984 R&D/Flex 2.15 28,100 100%
9800 Chicago Road Troy, MI 1985 Light Industrial 1.09 14,280 100%
1840 Enterprise Drive Rochester Hills, MI 1990 R&D/Flex 2.42 33,240 100%
1885 Enterprise Drive Rochester Hills, MI 1990 Light Industrial 1.47 19,604 100%
1935-55 Enterprise Drive Rochester Hills, MI 1990 R&D/Flex 4.54 53,400 100%
5500 Enterprise Court Warren, MI 1989 R&D/Flex 3.93 53,900 100%
750 Chicago Road Troy, MI 1986 Light Industrial 1.54 26,709 100%
800 Chicago Road Troy, MI 1985 Light Industrial 1.48 24,340 0%
850 Chicago Road Troy, MI 1984 Light Industrial 0.97 16,049 100%
2805 S. Industrial Highway Ann Arbor, MI 1990 R&D/Flex 1.70 24,458 58%
6833 Center Drive Sterling Heights, MI 1998 Reg. Warehouse 4.42 66,132 0%
22731 Newman Street Dearborn, MI 1985 R&D/Flex 2.31 48,000 54%
32201 North Avis Drive Madison Heights, MI 1974 R&D/Flex 4.19 50,000 0%
21
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01
---------------- ---------- ------------ --------- ------------- ------- --- --------
DETROIT (CONT.)
1100 East Mandoline Road Madison Heights, MI 1967 Bulk Warehouse 8.19 117,903 100%
30081 Stephenson Highway Madison Heights, MI 1967 Light Industrial 2.50 50,750 100%
1120 John A. Papalas Drive (g) Lincoln Park, MI 1985 Light Industrial 10.30 120,410 100%
4872 S. Lapeer Road Lake Orion Twsp, MI 1999 Bulk Warehouse 9.58 125,605 100%
775 James L. Hart Parkway Ypsilanti, MI 1999 Reg. Warehouse 7.65 55,535 100%
1400 Allen Drive Troy, MI 1979 Reg. Warehouse 1.98 27,280 100%
1408 Allen Drive Troy, MI 1979 Light Industrial 1.44 19,704 100%
1305 Stephenson Hwy Troy, MI 1979 Reg. Warehouse 3.42 47,000 100%
32505 Industrial Drive Madison Heights, MI 1979 Light Industrial 3.07 47,013 100%
1799-1813 Northfield Drive (f) Rochester Hills, MI 1980 Light Industrial 4.22 67,360 100%
--------- -----
SUBTOTAL OR AVERAGE 4,270,405 93%
--------- -----
GRAND RAPIDS
284th Street SW Byron Center, MI 1986 Light Industrial 3.01 30,000 67%
100 84th Street SW Byron Center, MI 1979 Light Industrial 4.20 81,000 57%
511 76th Street SW Grand Rapids, MI 1986 Bulk Warehouse 14.44 202,500 94%
553 76th Street SW Grand Rapids, MI 1985 R&D/Flex 1.16 10,000 100%
555 76th Street SW Grand Rapids, MI 1987 Bulk Warehouse 12.50 200,000 100%
2935 Walkent Court NW Grand Rapids, MI 1991 Light Industrial 4.00 64,961 100%
3300 Kraft Avenue SE Grand Rapids, MI 1987 Bulk Warehouse 14.00 200,000 100%
3366 Kraft Avenue SE Grand Rapids, MI 1987 Bulk Warehouse 15.00 200,000 57%
5001 Kendrick Court SE Grand Rapids, MI 1983 Light Industrial 4.00 61,500 65%
5050 Kendrick Court SE Grand Rapids, MI 1988 Manufacturing 26.94 413,500 100%
5015 52nd Street SE Grand Rapids, MI 1987 Light Industrial 4.50 61,250 100%
5025 28th Street Grand Rapids, MI 1967 Light Industrial 1.01 14,400 100%
5079 33rd Street SE Grand Rapids, MI 1990 Bulk Warehouse 7.00 109,875 100%
5333 33rd Street SE Grand Rapids, MI 1991 Bulk Warehouse 8.09 101,250 100%
5130 Patterson Ave Grand Rapids, MI 1987 Light Industrial 3.21 30,000 67%
3395 Kraft Avenue Grand Rapids, MI 1985 Light Industrial 3.70 42,600 100%
3427 Kraft Avenue Grand Rapids, MI 1985 Light Industrial 2.40 32,600 15%
--------- -----
SUBTOTAL OR AVERAGE 1,855,436 89%
--------- -----
HOUSTON
2102-2314 Edwards Street Houston, TX 1961 Bulk Warehouse 5.02 115,248 93%
4545 Eastpark Drive Houston, TX 1972 Reg. Warehouse 3.80 81,295 100%
3351 Rauch Street Houston, TX 1970 Reg. Warehouse 4.04 82,500 100%
3851 Yale Street Houston, TX 1971 Bulk Warehouse 5.77 132,554 100%
3337-3347 Rauch Street Houston, TX 1970 Reg. Warehouse 2.29 53,425 100%
8505 North Loop East Houston, TX 1981 Bulk Warehouse 4.99 107,769 100%
4749-4799 Eastpark Dr. Houston, TX 1979 Bulk Warehouse 7.75 182,563 100%
4851 Homestead Road Houston, TX 1973 Bulk Warehouse 3.63 142,250 100%
3365-3385 Rauch Street Houston, TX 1970 Reg. Warehouse 3.31 82,140 100%
5050 Campbell Road Houston, TX 1970 Bulk Warehouse 6.10 121,875 66%
4300 Pine Timbers Houston, TX 1980 Bulk Warehouse 4.76 113,400 84%
7901 Blankenship Houston, TX 1972 Light Industrial 2.17 48,000 100%
2500-2530 Fairway Park Houston, TX 1974 Bulk Warehouse 8.72 213,638 81%
6550 Longpointe Houston, TX 1980 Bulk Warehouse 4.13 97,700 57%
1815 Turning Basin Drive Houston, TX 1980 Bulk Warehouse 6.34 139,630 100%
1819 Turning Basin Drive Houston, TX 1980 Light Industrial 2.85 65,494 100%
4545 Mossford Drive Houston, TX 1975 Reg. Warehouse 3.56 66,565 100%
1805 Turning Basin Drive Houston, TX 1980 Bulk Warehouse 7.60 155,250 100%
7000 Empire Drive Houston, TX (c) 1980 R&D/Flex 6.25 95,073 100%
9777 West Gulfbank Drive Houston, TX (c) 1980 Light Industrial 15.45 252,242 89%
9835 A Genard Road Houston, TX 1980 Bulk Warehouse 39.20 417,350 100%
9835 B Genard Road Houston, TX 1980 Reg. Warehouse 6.40 66,600 100%
10161 Harwin Drive Houston, TX 1979/1981 R&D/Flex 5.27 73,052 100%
10165 Harwin Drive Houston, TX 1979/1981 R&D/Flex 2.31 31,987 100%
10175 Harwin Drive Houston, TX 1979/1981 Light Industrial 2.85 39,475 100%
100 Donwick The Woodlands, TX 1982 Bulk Warehouse 15.85 251,850 100%
--------- -----
SUBTOTAL OR AVERAGE 3,228,925 94%
--------- -----
INDIANAPOLIS
2400 North Shadeland Indianapolis, IN 1970 Reg. Warehouse 2.45 40,000 100%
2402 North Shadeland Indianapolis, IN 1970 Bulk Warehouse 7.55 121,539 100%
7901 West 21st Street Indianapolis, IN 1985 Bulk Warehouse 12.00 353,000 84%
1445 Brookville Way Indianapolis, IN (a) 1989 Bulk Warehouse 8.79 115,200 84%
1440 Brookville Way Indianapolis, IN (a) 1990 Bulk Warehouse 9.64 166,400 100%
1240 Brookville Way Indianapolis, IN (a) 1990 Light Industrial 3.50 63,000 71%
1220 Brookville Way Indianapolis, IN (a) 1990 R&D/Flex 2.10 10,000 100%
1345 Brookville Way Indianapolis, IN (b) 1992 Bulk Warehouse 5.50 130,736 84%
1350 Brookville Way Indianapolis, IN (a) 1994 Reg. Warehouse 2.87 38,460 100%
22
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01
---------------- ---------- ------------ --------- ------------- ------- --- --------
INDIANAPOLIS (CONT.)
1341 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 Light Industrial 2.03 32,400 75%
1322-1438 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 Light Industrial 3.79 36,000 97%
1327-1441 Sadlier Circle East Dr Indianapolis, IN (b) 1992 Light Industrial 5.50 54,000 100%
1304 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 Reg. Warehouse 2.42 17,600 100%
1402 Sadlier Circle East Drive Indianapolis, IN (b) 1970/1992 Light Industrial 4.13 40,800 88%
1504 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 Manufacturing 4.14 54,000 100%
1311 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 R&D/Flex 1.78 13,200 100%
1365 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 Light Industrial 2.16 30,000 100%
1352-1354 Sadlier Circle E. Drive Indianapolis, IN (b) 1970/1992 Light Industrial 3.50 44,000 100%
1335 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 R&D/Flex 1.20 20,000 100%
1327 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 Reg. Warehouse 1.20 12,800 100%
1425 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992 R&D/Flex 2.49 5,000 100%
1230 Brookville Way Indianapolis, IN (a) 1995 Reg. Warehouse 1.96 15,000 100%
6951 East 30th Street Indianapolis, IN 1995 Light Industrial 3.81 44,000 100%
6701 East 30th Street Indianapolis, IN 1995 Light Industrial 3.00 7,820 100%
6737 East 30th Street Indianapolis, IN 1995 Reg. Warehouse 11.01 87,500 74%
1225 Brookville Way Indianapolis, IN 1997 Light Industrial 1.00 10,000 100%
6555 East 30th Street Indianapolis, IN 1969/1981 Bulk Warehouse 22.00 331,826 27%
2432-2436 Shadeland Indianapolis, IN 1968 Light Industrial 4.57 70,560 88%
8402-8440 East 33rd Street Indianapolis, IN 1977 Light Industrial 4.70 55,200 56%
8520-8630 East 33rd Street Indianapolis, IN 1976 Light Industrial 5.30 81,000 44%
8710-8768 East 33rd Street Indianapolis, IN 1979 Light Industrial 4.70 43,200 93%
3316-3346 North Pagosa Court Indianapolis, IN 1977 Light Industrial 5.10 81,000 56%
3331 Raton Court Indianapolis, IN 1979 Light Industrial 2.80 35,000 0%
6751 East 30th Street Indianapolis, IN 1997 Bulk Warehouse 6.34 100,000 100%
9210 East 146th Street Noblesville, IN 1978 Reg. Warehouse 11.91 23,950 0%
5902 Decatur Blvd Indianapolis, IN 2000 Bulk Warehouse 26.50 389,660 100%
--------- -----
SUBTOTAL OR AVERAGE 2,773,851 79%
--------- -----
LONG ISLAND
10 Edison Street Amityville, NY 1971 Light Industrial 1.40 34,400 100%
5 Sidney Court Lindenhurst, NY 1962/1992 Light Industrial 1.70 29,300 100%
160 Engineers Drive Hicksville, NY 1966 Light Industrial 1.90 29,500 100%
260 Engineers Drive Hicksville, NY 1966 Light Industrial 2.80 52,380 100%
87-119 Engineers Drive (f) Hicksville, NY 1966 Light Industrial 1.70 36,400 100%
950-970 South Broadway Hicksville, NY 1966 Light Industrial 2.65 55,889 91%
--------- -----
SUBTOTAL OR AVERAGE 237,869 98%
--------- -----
LOS ANGELES
5220 Fourth Street Irwindale,CA 2000 Light Industrial 1.28 28,800 92%
15705 Arrow Highway Irwindale,CA 1987 Light Industrial 0.75 16,792 92%
15709 Arrow Highway Irwindale,CA 1987 Light Industrial 1.10 24,000 100%
6407-6419 Alondra Blvd. Paramount, CA 1985 Light Industrial 0.90 16,392 100%
6423-6431 Alondra Blvd. Paramount, CA 1985 Light Industrial 0.76 13,765 100%
15101-15141 S. Figueroa Street (f) Los Angeles, CA 1982 Reg. Warehouse 4.70 129,600 100%
20816-18 Higgins Court Torrance, CA 1981 Light Industrial 0.35 7,300 100%
21136 South Wilmington Ave. Carson, CA 1989 Bulk Warehouse 6.02 115,702 77%
1830 W. 208th Street Torrance, CA 1981 Light Industrial 0.51 7,800 100%
20807-09 Higgins Court Torrance, CA 1981 Light Industrial 0.38 8,048 100%
20801-03 Higgins Court Torrance, CA 1981 Light Industrial 0.41 8,086 100%
20817-19 S. Western Ave. Torrance, CA 1981 Light Industrial 0.35 7,300 100%
20904-06 Higgins Court Torrance, CA 1981 Light Industrial 0.35 7,300 100%
20909-11 S. Western Ave. Torrance, CA 1981 Light Industrial 0.35 7,300 100%
20915-17 S. Western Ave. Torrance, CA 1981 Light Industrial 0.35 7,300 100%
20908-10 Higgins Court Torrance, CA 1981 Light Industrial 0.35 7,300 100%
20914-16 Higgins Court Torrance, CA 1981 Light Industrial 0.35 6,100 100%
--------- -----
SUBTOTAL OR AVERAGE 418,885 93%
--------- -----
LOUISVILLE
9001 Cane Run Road Louisville, KY 1998 Bulk Warehouse 39.60 212,500 100%
9101 Cane Run Road Louisville, KY 2000 Bulk Warehouse 14.00 231,000 100%
--------- -----
SUBTOTAL OR AVERAGE 443,500 100%
---------- ------
MILWAUKEE
6523 N. Sydney Place Glendale, WI 1978 Light Industrial 4.00 43,440 100%
8800 W. Bradley Milwaukee, WI 1982 Light Industrial 8.00 77,621 100%
4560 North 124th Street Wauwatosa, WI 1976 Light Industrial 1.31 25,000 100%
12221 West Feerick Street Wauwatosa, WI 1971 Reg. Warehouse 1.90 39,800 100%
4410 80 North 132nd Street Butler, WI 1999 Bulk Warehouse 4.90 100,000 85%
--------- -----
SUBTOTAL OR AVERAGE 285,861 95%
--------- -----
23
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01
---------------- ---------- ------------ --------- ------------- ------- --- --------
MINNEAPOLIS/ST. PAUL
6507-6545 Cecilia Circle Bloomington, MN 1980 Manufacturing 9.65 74,118 95%
1275 Corporate Center Drive Eagan, MN 1990 Light Industrial 1.50 19,675 100%
1279 Corporate Center Drive Eagan, MN 1990 Light Industrial 1.50 19,792 100%
6201 West 111th Street Bloomington, MN 1987 Bulk Warehouse 37.00 424,866 100%
6403-6545 Cecilia Drive Bloomington, MN 1980 Light Industrial 9.65 87,198 100%
6925-6943 Washington Avenue Edina, MN 1972 Manufacturing 2.75 37,625 100%
6955-6973 Washington Avenue Edina, MN 1972 Manufacturing 2.25 31,189 100%
7251-7267 Washington Avenue Edina, MN 1972 Light Industrial 1.82 26,250 92%
7301-7325 Washington Avenue Edina, MN 1972 Light Industrial 1.92 27,297 100%
7101 Winnetka Avenue North Brooklyn Park, MN 1990 Bulk Warehouse 14.18 252,978 100%
7600 Golden Triangle Drive Eden Prairie, MN 1989 R&D/Flex 6.79 74,148 100%
9901 West 74th Street Eden Prairie, MN 1983/88 Reg. Warehouse 8.86 153,813 100%
11201 Hampshire Avenue South Bloomington, MN 1986 Manufacturing 5.90 60,480 100%
12220-12222 Nicollet Avenue Burnsville, MN 1989/90 Light Industrial 1.80 17,116 100%
12250-12268 Nicollet Avenue Burnsville, MN 1989/90 Light Industrial 4.30 42,365 92%
12224-12226 Nicollet Avenue Burnsville, MN 1989/90 R&D/Flex 2.40 23,607 78%
980 Lone Oak Road Eagan, MN 1992 Reg. Warehouse 11.40 154,950 84%
990 Lone Oak Road Eagan, MN 1989 Reg. Warehouse 11.41 153,608 92%
1030 Lone Oak Road Eagan, MN 1988 Light Industrial 6.30 83,076 90%
1060 Lone Oak Road Eagan, MN 1988 Light Industrial 6.50 82,728 100%
5400 Nathan Lane Plymouth, MN 1990 Light Industrial 5.70 72,089 41%
6464 Sycamore Court Maple Grove, MN 1990 Manufacturing 6.40 79,702 100%
10120 W. 76th Street Eden Prairie, MN 1987 Light Industrial 4.52 59,030 100%
7615 Golden Triangle Eden Prairie, MN 1987 Light Industrial 4.61 52,816 100%
7625 Golden Triangle Drive Eden Prairie, MN 1987 Light Industrial 4.61 73,168 79%
2605 Fernbrook Lane North Plymouth, MN 1987 R&D/Flex 6.37 80,766 100%
12155 Nicollet Avenue Burnsville, MN 1995 Reg. Warehouse 5.80 48,000 100%
73rd Avenue North Brooklyn Park, MN 1995 R&D/Flex 4.46 59,782 100%
1905 W. Country Road C Roseville, MN 1993 R&D/Flex 4.60 47,735 82%
2720 Arthur Street Roseville, MN 1995 R&D/Flex 6.06 74,337 100%
10205 51st Avenue North Plymouth, MN 1990 Reg. Warehouse 2.00 30,476 100%
4100 Peavey Road Chaska, MN 1988 Manufacturing 8.27 78,029 71%
11300 Hampshire Ave. South Bloomington, MN 1983 Bulk Warehouse 9.94 145,210 100%
375 Rivertown Drive Woodbury, MN 1996 Bulk Warehouse 11.33 251,968 100%
5205 Highway 169 Plymouth, MN 1960 Light Industrial 7.92 98,844 90%
6451-6595 Citywest Parkway Eden Prairie, MN 1984 R&D/Flex 6.98 82,769 100%
7500-7546 Washington Square Eden Prairie, MN 1975 Light Industrial 5.40 46,200 73%
7550-7558 Washington Square Eden Prairie, MN 1975 Light Industrial 2.70 29,739 100%
5240-5300 Valley Industrial Blvd S Shakopee, MN 1973 Light Industrial 9.06 80,001 88%
7125 Northland Terrace Brooklyn Park, MN 1996 R&D/Flex 5.89 79,958 100%
6900 Shady Oak Road Eden Prairie, MN 1980 R&D/Flex 4.60 49,190 100%
6477-6525 City West Parkway Eden Prairie, MN 1984 R&D/Flex 7.00 89,456 100%
1157 Valley Park Drive Shakopee, MN 1997 Bulk Warehouse 9.97 126,014 100%
500-530 Kasota Avenue SE Minneapolis, MN 1976 Manufacturing 4.47 85,442 80%
770-786 Kasota Avenue SE Minneapolis, MN 1976 Manufacturing 3.16 56,388 100%
800 Kasota Avenue SE Minneapolis, MN 1976 Manufacturing 4.10 100,250 100%
2530-2570 Kasota Avenue St. Paul, MN 1976 Manufacturing 4.56 75,426 84%
504 Malcolm Ave. SE Minneapolis, MN 1999 Bulk Warehouse 7.50 143,066 92%
5555 12th Avenue East Shakopee, MN 2000 Bulk Warehouse 7.81 128,593 100%
--------- -----
SUBTOTAL OR AVERAGE 4,271,323 95%
--------- -----
NASHVILLE
417 Harding Industrial Drive Nashville, TN 1972 Bulk Warehouse 13.70 207,440 100%
3099 Barry Drive Portland, TN 1995 Manufacturing 6.20 109,058 0%
3150 Barry Drive Portland, TN 1993 Bulk Warehouse 26.32 268,253 100%
5599 Highway 31 West Portland, TN 1995 Bulk Warehouse 20.00 161,500 0%
1650 Elm Hill Pike Nashville, TN 1984 Light Industrial 3.46 41,228 93%
1102 Appleton Drive Nashville, TN 1984 Light Industrial 1.73 28,022 100%
1920 Air Lane Drive Nashville, TN 1985 Light Industrial 3.19 49,922 100%
1931 Air Lane Drive Nashville, TN 1984 Light Industrial 10.11 87,549 92%
470 Metroplex Drive (f) Nashville, TN 1986 Light Industrial 8.11 102,040 85%
1150 Antiock Pike Nashville, TN 1987 Bulk Warehouse 9.83 146,055 100%
4640 Cummings Park Nashville, TN 1986 Bulk Warehouse 14.69 100,000 100%
211 Nesbitt North Nashville, TN 1983 Bulk Warehouse 6.12 135,625 100%
211 Nesbitt South Nashville, TN 1983 Bulk Warehouse 6.10 135,925 100%
211 Nesbitt West Nashville, TN 1985 Bulk Warehouse 3.05 67,500 100%
556 Metroplex Drive Nashville, TN 1983 Light Industrial 3.66 43,026 100%
--------- -----
SUBTOTAL OR AVERAGE 1,683,143 82%
--------- -----
24
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01
---------------- ---------- ------------ --------- ------------- ------- --- --------
NORTHERN NEW JERSEY
60 Ethel Road West Piscataway, NJ 1982 Light Industrial 3.93 42,820 100%
70 Ethel Road West Piscataway, NJ 1979 Light Industrial 3.78 62,000 100%
140 Hanover Avenue Hanover, NJ 1964/1988 R&D/Flex 2.95 24,905 100%
601-629 Montrose Avenue South Plainfield, NJ 1974 Light Industrial 5.83 75,000 87%
9 Princess Road Lawrenceville, NJ 1985 R&D/Flex 2.36 24,375 85%
11 Princess Road Lawrenceville, NJ 1985 R&D/Flex 5.33 55,000 91%
15 Princess Road Lawrenceville, NJ 1986 R&D/Flex 2.00 20,625 100%
17 Princess Road Lawrenceville, NJ 1986 R&D/Flex 1.82 18,750 100%
220 Hanover Avenue Hanover, NJ 1987 Bulk Warehouse 29.27 158,242 100%
244 Shefield Street Mountainside, NJ 1965/1986 Light Industrial 2.20 23,430 100%
30 Troy Road Hanover, NJ 1972 Light Industrial 1.31 17,500 100%
15 Leslie Court Hanover, NJ 1971 Light Industrial 3.08 18,000 100%
20 Leslie Court Hanover, NJ 1974 Light Industrial 1.38 17,997 100%
25 Leslie Court Hanover, NJ 1975 Light Industrial 1.30 70,800 100%
130 Algonquin Parkway Hanover, NJ 1973 Light Industrial 5.50 29,008 100%
150 Algonquin Parkway Hanover, NJ 1973 Light Industrial 2.47 17,531 100%
55 Locust Avenue Roseland, NJ 1980 Reg. Warehouse 13.63 79,750 100%
31 West Forest Street (f) Englewood, NJ 1978 Light Industrial 6.00 110,000 95%
25 World's Fair Drive Franklin, NJ 1986 R&D/Flex 1.81 20,000 100%
14 World's Fair Drive Franklin, NJ 1980 R&D/Flex 4.53 60,000 100%
16 World's Fair Drive Franklin, NJ 1981 Light Industrial 3.62 43,400 100%
18 World's Fair Drive Franklin, NJ 1982 R&D/Flex 1.06 12,809 0%
23 World's Fair Drive Franklin, NJ 1982 Light Industrial 1.20 16,000 100%
12 World's Fair Drive Franklin, NJ 1981 Light Industrial 3.85 65,000 85%
49 Napoleon Court Franklin, NJ 1982 Light Industrial 2.06 32,500 100%
50 Napoleon Court Franklin, NJ 1982 Light Industrial 1.52 20,158 100%
22 World's Fair Drive Franklin, NJ 1983 Light Industrial 3.52 50,000 100%
26 World's Fair Drive Franklin, NJ 1984 Light Industrial 3.41 47,000 100%
24 World's Fair Drive Franklin, NJ 1984 Light Industrial 3.45 47,000 71%
12 Wright Way Oakland, NJ 1981 Reg. Warehouse 6.52 52,402 100%
155 Pierce Street Sumerset, NJ 1999 R&D/Flex 4.84 46,000 100%
20 World's Fair Drive Lot 13 Sumerset, NJ 1999 R&D/Flex 4.25 30,000 100%
10 New Maple Road Pine Brook, NJ 1973/1999 Bulk Warehouse 18.13 265,376 100%
60 Chapin Road Pine Brook, NJ 1977/2000 Bulk Warehouse 13.61 259,230 100%
45 Route 46 Pine Brook, NJ 1974/1987 Light Industrial 6.54 83,889 91%
43 Route 46 Pine Brook, NJ 1974/1987 Light Industrial 2.48 35,629 61%
39 Route 46 Pine Brook, NJ 1970 R&D/Flex 1.64 22,249 100%
26 Chapin Road Pine Brook, NJ 1983 Light Industrial 5.15 75,955 100%
30 Chapin Road Pine Brook, NJ 1983 Light Industrial 5.15 75,688 81%
20 Hook Mountain Road Pine Brook, NJ 1972/1984 Bulk Warehouse 14.02 213,940 98%
30 Hook Mountain Road Pine Brook, NJ 1972/1987 Light Industrial 3.36 51,570 100%
55 Route 46 Pine Brook, NJ 1978/1994 R&D/Flex 2.13 24,051 92%
16 Chapin Road Pine Brook, NJ 1987 R&D/Flex 4.61 68,014 100%
20 Chapin Road Pine Brook, NJ 1987 R&D/Flex 5.69 83,748 78%
400 Raritan Center Parkway Edison, NJ 1983 Light Industrial 7.16 80,390 76%
300 Columbus Circle Edison, NJ 1983 R&D/Flex 9.38 122,862 44%
--------- -----
SUBTOTAL OR AVERAGE 2,870,593 93%
--------- -----
PHOENIX
4655 Mc Dowell Phoenix, AZ 2000 Light Industrial 3.97 58,285 89%
1045 South Edward Drive Tempe, AZ 1976 Light Industrial 2.12 38,560 100%
--------- -----
SUBTOTAL OR AVERAGE 96,845 94%
--------- -----
PORTLAND
5687 International Way (h) Milwaukee, OR 1974 Light Industrial 3.71 52,080 84%
5795 SW Jean Road (g) Lake Oswego, OR 1985 Light Industrial 3.02 37,352 94%
12130 NE Ainsworth Circle (f) Portland, OR 1986 R&D/Flex 4.39 53,021 100%
5509 NW 122nd Ave (f) Milwaukee, OR (e) 1995 Light Industrial 2.51 26,850 91%
6105-6113 NE 92nd Avenue (h) Portland, OR 1978 Light Industrial 7.42 145,250 100%
8727 NE Marx Drive (g) Portland, OR 1987 Light Industrial 6.59 111,000 75%
3388 SE 20th Street Portland, OR 1981 Light Industrial 0.25 11,810 69%
5962-5964 NE 87th Avenue Portland, OR 1979 Light Industrial 1.28 14,000 100%
11620 NE Ainsworth Circle Portland, OR 1992 Light Industrial 1.55 10,000 100%
11824 NE Ainsworth Circle Portland, OR 1992 Light Industrial 2.13 20,812 100%
12124 NE Ainsworth Circle Portland, OR 1984 Light Industrial 2.52 29,040 100%
2715 SE Raymond Portland, OR 1971 Light Industrial 1.28 35,000 100%
1645 NE 72nd Avenue Portland, OR 1972 Light Industrial 0.73 21,600 100%
1630 SE 8th Avenue Portland, OR 1968 Light Industrial 0.92 5,000 100%
2443 SE 4th Avenue Portland, OR 1964 Light Industrial 0.76 27,128 100%
11632 NE Ainsworth Circle Portland, OR 1990 Light Industrial 9.63 124,610 98%
14699 NE Airport Way Portland, OR 1998 Light Industrial 4.75 20,000 100%
--------- -----
SUBTOTAL OR AVERAGE 744,553 94%
--------- -----
25
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01
---------------- ---------- ------------ --------- ------------- ------- --- --------
SALT LAKE CITY
2255 South 300 West (k) Salt Lake City, UT 1980 Light Industrial 4.56 103,018 90%
512 Lawndale Drive (l) Salt Lake City, UT 1981 Light Industrial 35.00 396,372 82%
1270 West 2320 South West Valley, UT 1986 R&D/Flex 1.49 13,025 100%
1275 West 2240 South West Valley, UT 1986 R&D/Flex 2.06 38,227 100%
1288 West 2240 South West Valley, UT 1986 R&D/Flex 0.97 13,300 92%
2235 South 1300 West West Valley, UT 1986 Light Industrial 1.22 19,000 100%
1293 West 2200 South West Valley, UT 1986 R&D/Flex 0.86 13,300 100%
1279 West 2200 South West Valley, UT 1986 R&D/Flex 0.91 13,300 32%
1272 West 2240 South West Valley, UT 1986 Light Industrial 3.07 34,870 100%
1149 West 2240 South West Valley, UT 1986 Light Industrial 1.71 21,250 100%
1142 West 2320 South West Valley, UT 1987 Light Industrial 1.52 17,500 100%
1152 West 2240 South West Valley, UT 1999 R&D/Flex 13.56 55,785 100%
--------- -----
SUBTOTAL OR AVERAGE 738,947 87%
--------- -----
SOUTHERN NEW JERSEY
2-5 North Olnev Ave. Cherry Hill, NJ 1963 Light Industrial 2.10 58,139 100%
2 Springdale Road Cherry Hill, NJ 1968 Light Industrial 1.44 21,008 92%
4 Springdale Road (f) Cherry Hill, NJ 1963 Light Industrial 3.02 58,189 100%
8 Springdale Road Cherry Hill, NJ 1966 Light Industrial 3.02 45,054 89%
1 Esterbrook Lane Cherry Hill, NJ 1965 Light Industrial 1.71 8,610 100%
16 Springdale Road Cherry Hill, NJ 1967 Light Industrial 5.30 48,922 100%
5 Esterbrook Lane Cherry Hill, NJ 1966 Reg. Warehouse 5.45 39,167 100%
2 Pin Oak Lane Cherry Hill, NJ 1968 Light Industrial 4.45 51,230 100%
6 Esterbrook Lane Cherry Hill, NJ 1966 Light Industrial 3.96 32,914 100%
3 Computer Drive Cherry Hill, NJ 1966 Bulk Warehouse 11.40 181,000 100%
28 Springdale Road Cherry Hill, NJ 1967 Light Industrial 2.93 38,949 100%
3 Esterbrook Lane Cherry Hill, NJ 1968 Light Industrial 2.15 32,844 100%
4 Esterbrook Lane Cherry Hill, NJ 1969 Light Industrial 3.42 39,266 100%
26 Springdale Road Cherry Hill, NJ 1968 Light Industrial 3.25 29,492 100%
1 Keystone Ave. Cherry Hill, NJ 1969 Light Industrial 4.15 60,983 90%
1919 Springdale Road Cherry Hill, NJ 1970 Light Industrial 5.13 49,300 100%
21 Olnev Ave. Cherry Hill, NJ 1969 Manufacturing 1.75 22,738 100%
19 Olnev Ave. Cherry Hill, NJ 1971 Light Industrial 4.36 53,962 100%
2 Keystone Ave. Cherry Hill, NJ 1970 Light Industrial 3.47 50,922 100%
18 Olnev Ave. Cherry Hill, NJ 1974 Light Industrial 8.85 62,542 100%
22 Springdale Road Cherry Hill, NJ 1977 Light Industrial 6.24 88,872 84%
55 Carnegie Drive Cherry Hill, NJ 1988 Reg. Warehouse 15.20 90,804 100%
5 Carnegie Drive Cherry Hill, NJ 1987 Bulk Warehouse 13.70 142,750 100%
111 Whittendale Drive Moorestown, NJ 1991/1996 Reg. Warehouse 5.00 79,329 100%
9 Whittendale Drive Moorestown, NJ 2000 Light Industrial 5.51 52,800 100%
--------- -----
SUBTOTAL OR AVERAGE 1,439,786 99%
--------- -----
ST. LOUIS
2121 Chapin Industrial Drive Vinita Park, MO 1969/87 Bulk Warehouse 23.40 281,105 100%
10431-10449 Midwest Industrial Olivette, MO 1967 Light Industrial 2.40 55,125 100%
10751 Midwest Industrial Blvd. Olivette, MO 1965 Light Industrial 1.70 44,100 100%
11652-11666 Fairgrove Industrial St. Louis, MO 1966 Light Industrial 1.92 31,500 100%
11674-11688 Fairgrove Industrial St. Louis, MO 1967 Light Industrial 1.53 31,500 100%
6951 N. Hanley (f) Hazelwood, MO 1965 Bulk Warehouse 9.50 129,614 100%
4560 Anglum Road Hazelwood, MO 1970 Light Industrial 2.60 35,114 100%
2760 South 1st Street St. Louis, MO 1997 Bulk Warehouse 11.00 178,800 100%
--------- -----
SUBTOTAL OR AVERAGE 786,858 100%
--------- -----
TAMPA
6614 Adamo Drive Tampa, FL 1967 Reg. Warehouse 2.78 41,377 100%
6204 Benjamin Road Tampa, FL 1982 Light Industrial 4.16 60,975 79%
6206 Benjamin Road Tampa, FL 1983 Light Industrial 3.94 57,708 38%
6302 Benjamin Road Tampa, FL 1983 R&D/Flex 2.03 29,747 93%
6304 Benjamin Road Tampa, FL 1984 R&D/Flex 2.04 29,845 81%
6306 Benjamin Road Tampa, FL 1984 Light Industrial 2.58 37,861 100%
6308 Benjamin Road Tampa, FL 1984 Light Industrial 3.22 47,256 47%
5313 Johns Road Tampa, FL 1991 R&D/Flex 1.36 25,690 100%
5602 Thompson Center Court Tampa, FL 1972 R&D/Flex 1.39 14,914 100%
5411 Johns Road Tampa, FL 1997 Light Industrial 1.98 30,204 100%
5525 Johns Road Tampa, FL 1993 R&D/Flex 1.46 24,139 100%
5607 Johns Road Tampa, FL 1991 R&D/Flex 1.34 13,500 100%
5709 Johns Road Tampa, FL 1990 Light Industrial 1.80 25,480 100%
5711 Johns Road Tampa, FL 1990 Light Industrial 1.80 25,455 64%
5453 West Waters Avenue Tampa, FL 1987 R&D/Flex 0.66 7,200 63%
5455 West Waters Avenue Tampa, FL 1987 R&D/Flex 2.97 32,424 100%
5553 West Waters Avenue Tampa, FL 1987 Light Industrial 2.97 32,424 100%
5501 West Waters Avenue Tampa, FL 1990 R&D/Flex 1.53 15,870 100%
5503 West Waters Avenue Tampa, FL 1990 R&D/Flex 0.68 7,060 100%
26
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/01
---------------- ---------- ------------ --------- ------------- ------- --- --------
TAMPA (CONT.)
5555 West Waters Avenue Tampa, FL 1990 R&D/Flex 2.31 23,947 100%
5557 West Waters Avenue Tampa, FL 1990 R&D/Flex 0.57 5,860 100%
5903 Johns Road Tampa, FL 1987 Light Industrial 1.20 11,600 100%
4107 North Himes Avenue Tampa, FL 1990 R&D/Flex 1.86 26,716 96%
5461 W. Waters Avenue Tampa, FL 1998 Light Industrial 1.84 21,778 100%
5471 W. Waters Avenue Tampa, FL 1999 R&D/Flex 2.00 23,778 100%
5505 Johns Road #7 Tampa, FL 1999 Light Industrial 2.12 30,019 100%
8110 Anderson Road Tampa, FL 1999 Light Industrial 7.40 100,000 80%
8130 Anderson Road Tampa, FL 1999 Reg. Warehouse 5.30 72,000 65%
5481 W. Waters Avenue Tampa, FL 1999 R&D/Flex 3.60 41,861 100%
5483 W. Waters Avenue Tampa, FL 1999 R&D/Flex 2.92 33,861 100%
6702-6712 Benjamin Road (j) Tampa, FL 1982 Light Industrial 9.20 107,540 88%
5905 Breckenridge Parkway Tampa, FL 1982 R&D/Flex 1.67 18,720 100%
5907 Breckenridge Parkway Tampa, FL 1982 R&D/Flex 0.53 5,980 100%
5909 Breckenridge Parkway Tampa, FL 1982 R&D/Flex 1.60 18,000 70%
5911 Breckenridge Parkway Tampa, FL 1982 R&D/Flex 2.70 30,397 100%
5910 Breckenridge Parkway Tampa, FL 1982 R&D/Flex 4.77 53,591 87%
5912 Breckenridge Parkway Tampa, FL 1982 R&D/Flex 4.70 52,806 86%
4515-4519 George Road Tampa, FL 1985 Light Industrial 5.00 64,742 100%
6301 Benjamin Road Tampa, FL 1986 R&D/Flex 1.91 27,249 42%
5723 Benjamin Road Tampa, FL 1986 R&D/Flex 2.97 42,270 100%
6313 Benjamin Road Tampa, FL 1986 R&D/Flex 1.90 27,066 100%
5801 Benjamin Road Tampa, FL 1986 Light Industrial 3.83 54,550 91%
5802 Benjamin Road Tampa, FL 1986 R&D/Flex 4.06 57,705 66%
5925 Benjamin Road Tampa, FL 1986 R&D/Flex 2.05 29,109 85%
---------- -----
SUBTOTAL OR AVERAGE 1,540,274 86%
---------- -----
OTHER
2800 Airport Road (i) Denton, TX 1968 Manufacturing 29.91 222,403 100%
3501 Maple Street Abilene, TX 1980 Manufacturing 34.42 123,700 100%
4200 West Harry Street (g) Wichita, KS 1972 Bulk Warehouse 21.45 177,655 100%
Industrial Park No. 2 West Lebanon, NH 1968 Bulk Warehouse 10.27 156,200 100%
6601 S. 33rd Street McAllen, TX 1975 Reg. Warehouse 3.31 50,000 100%
---------- -----
SUBTOTAL OR AVERAGE 729,958 100%
---------- -----
TOTAL 52,214,832 91%
========== =====
(a) These properties collateralize a $33.2 million mortgage loan which matures
on April 1, 2003.
(b) These properties collateralize a $6.5 million mortgage loan which matures
on January 1, 2013.
(c) These properties collateralize a $3.1 million mortgage loan which matures
on June 1, 2003.
(d) This property collateralizes a $2.3 million mortgage loan which matures on
October 1, 2006.
(e) These properties collateralize a $.9 million mortgage loan which matures on
November 1, 2006.
(f) Comprised of two properties.
(g) Comprised of three properties.
(h) Comprised of four properties.
(i) Comprised of five properties.
(j) Comprised of six properties.
(k) Comprised of seven properties.
(l) Comprised of 29 properties.
27
TENANT AND LEASE INFORMATION
The Consolidated Operating Partnership has a diverse base of nearly
2,400 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 four 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, 2001, approximately 91% 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 1.3% of the Consolidated Operating Partnership's total GLA as of December
31, 2001.
The following table shows scheduled lease expirations for all leases for
the Consolidated Operating Partnership's properties as of December 31, 2001.
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)
-------------- ------------ --------------- ---------------- -------------------- ---------------------
2002 730 10,877,426 22.9% $ 49,879 21.8%
2003 558 9,342,157 19.7% 46,089 20.1%
2004 481 8,781,504 18.5% 41,568 18.1%
2005 311 6,414,364 13.5% 33,622 14.7%
2006 226 4,356,985 9.2% 22,547 9.8%
2007 65 3,306,643 7.0% 14,010 6.1%
2008 35 1,152,001 2.4% 6,053 2.7%
2009 19 1,024,741 2.2% 4,921 2.1%
2010 17 939,930 2.0% 3,906 1.7%
2011 15 606,685 1.3% 3,056 1.3%
Thereafter 18 639,651 1.3% 3,598 1.6%
------------ ------------ ------------ ------------ ------------
Total 2,475 47,442,087 100.0% $ 229,249 100.0%
============ ============ ============ ============ ============
(1) Lease expirations as of December 31, 2001 assuming tenants do not exercise
existing renewal, termination, or purchase options.
(2) Does not include existing vacancies of 4,772,745 aggregate square feet.
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 four 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, 2001,
approximately 94% 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 5.8% of the Other Real Estate Partnerships' rent revenues, nor did any
single tenant or group of related tenants occupy more than 7.6% of the Other
Real Estate Partnerships' total GLA as of December 31, 2001.
28
The following table shows scheduled lease expirations for all leases
for the Other Real Estate Partnerships' properties as of December 31, 2001.
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)
-------------- ------------ --------------- ---------------- -------------------- ---------------------
2002 61 2,573,571 23.3% $ 10,067 22.2%
2003 48 2,473,352 22.4% 10,062 22.2%
2004 49 1,804,892 16.3% 8,036 17.7%
2005 28 1,177,226 10.7% 5,240 11.6%
2006 21 807,487 7.3% 3,503 7.7%
2007 9 909,190 8.2% 2,958 6.5%
2008 5 220,075 2.0% 1,250 2.8%
2009 4 938,131 8.5% 3,340 7.4%
2010 2 67,500 0.6% 409 0.9%
2011 3 81,138 0.7% 466 1.0%
---------- ---------- ---------- ---------- ----------
Total 230 11,052,562 100.0% $ 45,331 100.0%
========== ========== ========== ========== ==========
- ---------
(1) Lease expirations as of December 31, 2001 assuming tenants do not exercise
existing renewal, termination, or purchase options.
(2) Does not include existing vacancies of 735,415 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
29
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 1, 2002, there
were 272 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 $2.72 per unit
($.6800 per Unit per quarter). The annual distribution rate with respect to
Preferred Units is $218.75000 per Series B Preferred Unit ($54.68750 per Series
B Preferred Unit per quarter), $215.624000 per Series C Preferred Unit
($53.90600 per Series C Preferred Unit per quarter), $198.75000 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, 2001........................ $.6800
September 30, 2001....................... .6575
June 30, 2001............................ .6575
March 31, 2001........................... .6575
December 31, 2000........................ .6575
September 30, 2000....................... .6200
June 30, 2000............................ .6200
March 31, 2000........................... .6200
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. In 1999, the Operating
Partnership issued an aggregate of 173,070 Units having an aggregate value of
$4.3 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.
30
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, 2001, 2000, 1999, 1998 and 1997
include the results of operations of the Consolidated Operating Partnership as
derived from the Consolidated Operating Partnership's audited financial
statements. The historical balance sheet data and other data as of December 31,
2001, 2000, 1999, 1998 and 1997 include the balances of the Consolidated
Operating Partnership as derived from the Consolidated Operating Partnership's
audited financial statements. In the opinion of management, the selected
financial data includes all adjustments necessary to present fairly the
information set forth therein.
31
===================================================================================================================================
----------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
12/31/01 12/31/00 12/31/99 12/31/98 12/31/97
------------ ------------ ------------ ------------ ------------
(IN THOUSANDS, EXCEPT PER UNIT AND PROPERTY DATA)
STATEMENTS OF OPERATIONS DATA:
Total Revenues ..................................... $ 320,927 $ 321,220 $ 314,365 $ 293,386 $ 98,566
Property Expenses .................................. (94,021) (93,188) (85,326) (85,773) (29,183)
General and Administrative Expense ................. (17,990) (16,971) (12,961) (12,919) (5,820)
Interest Expense ................................... (78,841) (80,885) (76,799) (68,862) (25,099)
Amortization of Interest Rate Protection
Agreements and Deferred Financing Costs ........... (1,742) (1,683) (1,295) (851) (369)
Depreciation and Other Amortization ................ (63,671) (55,558) (57,927) (54,209) (15,873)
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 ...................................... 47,949 33,049 45,714 27,583 31,297
Equity in (Loss) Income of Joint Ventures .......... (791) 571 302 45 --
Disposition of Interest Rate Protection
Agreements (c) .................................... -- -- -- (8,475) 4,038
Gain on Sale of Real Estate ........................ 42,942 25,430 11,904 2,931 728
------------ ------------ ------------ ------------ ------------
Income Before Extraordinary Loss and
Cumulative Effect of Change in Accounting
Principle ........................................ 148,272 129,816 137,977 85,998 58,285
Extraordinary Loss (d) ............................. (10,309) -- -- -- (4,666)
Cumulative Effect of Change in Accounting
Principle (e) .................................... -- -- -- (719) --
------------ ------------ ------------ ------------ ------------
Net Income ......................................... 137,963 129,816 137,977 85,279 53,619
Preferred Unit Distributions ....................... (28,924) (28,924) (28,924) (26,691) (7,936)
------------ ------------ ------------ ------------ ------------
Net Income Available to Unitholders ................ $ 109,039 $ 100,892 $ 109,053 $ 58,588 $ 45,683
============ ============ ============ ============ ============
Net Income Available to Unitholders
Before Extraordinary Loss and Cumulative
Effect of Change in Accounting Principle Per
Unit:
Basic ..................................... $ 2.57 $ 2.20 $ 2.41 $ 1.34 $ 1.41
============ ============ ============ ============ ============
Diluted ................................... $ 2.56 $ 2.19 $ 2.40 $ 1.34 $ 1.40
============ ============ ============ ============ ============
Net Income Available to Unitholders
Per Unit:
Basic ..................................... $ 2.35 $ 2.20 $ 2.41 $ 1.33 $ 1.28
============ ============ ============ ============ ============
Diluted ................................... $ 2.34 $ 2.19 $ 2.40 $ 1.32 $ 1.27
============ ============ ============ ============ ============
Distributions Per Unit ............................. $ 2.6525 $ 2.5175 $ 2.42 $ 2.19 $ 2.045
============ ============ ============ ============ ============
Weighted Average Number of Units
Outstanding:
Basic ..................................... 46,382 45,928 45,271 44,100 35,682
============ ============ ============ ============ ============
Diluted ................................... 46,660 46,184 45,373 44,283 35,987
============ ============ ============ ============ ============
Net Income ........................................ $ 137,963 $ 129,816 $ 137,977 $ 85,279 $ 53,619
Other Comprehensive Income (Loss):
Cumulative Transition Adjustment ............. (14,920) -- -- -- --
Settlement of Interest Rate Protection
Agreements .................................. (191) -- -- -- --
Mark-to-Market of Interest Rate Protection
Agreements .................................. (231) -- -- -- --
Write-off of Unamortized Interest Rate
Protection Agreement Due to the Early
Retirement of Debt ........................ 2,156 -- -- -- --
Amortization of Interest Rate Protection
Agreements .................................. 805 -- -- -- --
------------ ------------ ------------ ------------ ------------
Comprehensive Income ......................... $ 125,582 $ 129,816 $ 137,977 $ 85,279 $ 53,619
============ ============ ============ ============ ============
BALANCE SHEET DATA (END OF PERIOD):
Real Estate, Before Accumulated Depreciation ....... $ 2,311,883 $ 2,020,552 $ 2,131,434 $ 2,133,465 $ 1,201,060
Real Estate, After Accumulated Depreciation ........ 2,082,590 1,838,072 1,952,141 1,988,030 1,178,741
Real Estate Held For Sale, Net ..................... 28,702 190,379 -- -- --
Investment in and Advances to Other Real
Estate Partnerships .............................. 378,350 381,231 380,774 368,364 643,621
Total Assets ....................................... 2,580,652 2,539,407 2,443,987 2,470,661 1,870,183
Mortgage Loans Payable, Net, Acquisition Facilities
Payable and Senior Unsecured Debt, Net ........... 1,277,722 1,180,023 1,105,747 1,149,460 839,592
Total Liabilities .................................. 1,400,727 1,329,576 1,228,637 1,261,102 904,006
Partners' Capital .................................. 1,179,925 1,209,831 1,215,350 1,209,559 966,177
OTHER DATA:
Cash Flows From Operating Activities .............. $ 145,943 $ 151,889 $ 183,533 $ 147,902 $ 62,057
Cash Flows From Investing Activities ............... (80,193) (85,152) (15,798) (538,395) (1,084,002)
Cash Flows From Financing Activities ............... (69,394) (63,115) (181,659) 399,444 1,022,645
Total Properties (f) ............................... 812 865 868 886 521
Total GLA, in square feet (f) ...................... 52,214,832 55,615,111 54,788,585 57,403,413 34,259,042
Occupancy Percentage (f) ........................... 91% 95% 96% 95% 94%
====================================================================================================================================
32
(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) On May 16, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, sold interest rate protection agreements relating to
its $300.0 million mortgage loan resulting in a gain of approximately $4.0
million. 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 1997, the Consolidated Operating Partnership, through the Operating
Partnership, terminated an unsecured loan and a revolving credit facility.
The Consolidated Operating Partnership recorded an extraordinary loss of
approximately $4.7 million which is comprised of the write-off of
unamortized deferred financing fees, legal costs and other expenses. In
2001, the Consolidated Operating Partnership, terminated 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
fees, 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) 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.
(f) As of end of period and excludes properties under development.
33
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 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 84.8% ownership interest at December 31, 2001. The Company also owns
a preferred general partnership interest in the Operating Partnership
("Preferred Units") with an aggregate liquidation priority of $350.0 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 15.2% interest in the Operating
Partnership at December 31, 2001.
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, 2001, the Consolidated Operating Partnership owned
812 in-service industrial properties, containing an aggregate of approximately
52.2 million square feet of gross leasable area ("GLA"). On a combined basis, as
of December 31, 2001, the Other Real Estate Partnerships owned 106 in-service
industrial properties, containing an aggregate of approximately 11.8 million
square feet of GLA. Of the 106 industrial properties owned by the Other Real
Estate Partnerships at December 31, 2001, 20 are held by the Financing
Partnership, 21 are held by the Securities Partnership, 21 are held by the
Mortgage Partnership, 31 are held by the Pennsylvania Partnership, six are held
by the Harrisburg Partnership, six 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, in part, 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.
34
RESULTS OF OPERATIONS
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 are 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.
Rental income and tenant recoveries and other income remained
relatively unchanged. Rental income decreased due to a decrease in the number of
gross leases in place for the year ended December 31, 2001 as compared to the
year ended December 31, 2000. This was offset by an increase in tenant
recoveries and other income due to an increase in the number of leases allowing
for recovery of operating expenses. Rental income and tenant recoveries and
other income from properties owned prior to January 1, 2000 increased by
approximately $3.0 million or 1.4% due primarily to an increase in tenant
recoveries due 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
remained relatively unchanged. Real estate tax expense remained relatively
unchanged. The increase in repairs and maintenance is due to an increase in
landscaping and related expenses as well as an increase in maintenance fees. The
increase in insurance is due to an increase in insurance premiums. These
increases were slightly offset by decreases in property management and other
expense. The decrease in property management is due primarily to the closing of
the Long Island, New York and New Orleans, Louisiana regional offices. The
decrease in other expense is due primarily to a decrease in master lease
payments associated with certain properties during the year ended December 31,
2001 as compared to the year ended December 31, 2000. Property expenses from
properties owned prior to January 1, 2000 increased by approximately $3.0
million or 4.9%. Real estate tax expense increased due to general tax increases.
Repairs and maintenance expense increased due to an increase in landscaping and
related expenses, as well as an increase in maintenance fees. Utilities expense
increased due to an increase in gas and electricity expenses. Insurance expense
increased due to an increase in insurance premiums.
General and administrative expense increased by approximately $1.0
million due primarily to the write-off of the Operating Partnership's technology
initiative investment and increases in employee compensation.
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 $8.1
million due primarily to an additional $5.0 million of depreciation expense
recognized to recapture previously unrecognized depreciation expense related to
properties that were previously considered held for sale. These properties are
now considered held and used. The majority of the remainder of the increase is
due to 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.
35
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 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 land parcels 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.
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 fees, 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, 2000 TO YEAR ENDED DECEMBER 31, 1999
At December 31, 2000, the Consolidated Operating Partnership owned 865
in-service properties with approximately 55.6 million square feet of GLA,
compared to 868 in-service properties with approximately 54.8 million square
feet of GLA at December 31, 1999. During 2000, the Consolidated Operating
Partnership acquired 82 in-service properties containing approximately 5.6
million square feet of GLA and one property under redevelopment, completed
development of 20 properties and redevelopment of one property totaling
approximately 3.6 million square feet of GLA and sold 104 in-service properties
totaling approximately 8.5 million square feet of GLA, one out-of-service
property and several land parcels. The Consolidated Operating Partnership also
took three properties out-of-service that are under redevelopment, comprising
approximately .1 million square feet of GLA and placed in-service one property
comprising approximately .2 million square feet of GLA.
Rental income and tenant recoveries and other income increased by
approximately $6.9 million or 2.2%. The increase in rental income is primarily
due to same store growth. The increase in tenant recoveries and other income is
primarily due to an increase in property expenses as discussed below. Rental
income and tenant recoveries and other income from properties owned prior to
January 1, 1999 increased by approximately $8.2 million or 3.5% due primarily to
general rent increases and an increase in recoverable income due to an increase
in property expenses as discussed below.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses
increased by approximately $7.9 million or 9.2% due primarily to increases in
all property expense categories. The increase in real estate tax expense is due
primarily to general increases in real estate taxes in many of the Consolidated
Operating Partnership's markets. The increase in repairs and maintenance expense
is due primarily to an increase in landscaping and maintenance expenses. The
increase in property management expense is primarily due to the opening of a
regional office in California in the third quarter of 1999 as well as increases
in employee compensation. Insurance expense increased due primarily to an
increase in insurance premiums. Other expense increased due primarily to an
increase in master lease payments associated with certain properties during the
year ended December 31, 2000 compared to the year ended December 31, 1999.
Property expenses from properties owned prior to January 1, 1999 increased by
approximately $4.1 million or 6.3% due primarily to the explanations above.
General and administrative expense increased by approximately $4.0
million due primarily to general increases in employee compensation and
additional employees.
36
Interest expense increased by approximately $4.1 million for the year
ended December 31, 2000 compared to the year ended December 31, 1999. The
increase is primarily due to an increase in the weighted average interest rate
for the year ended December 31, 2000 (7.32%) compared to the year ended December
31, 1999 (7.15%) and an increase in the average debt balance outstanding. The
average debt balance outstanding for the year ended December 31, 2000 and 1999
was approximately $1,182.3 million and $1,159.6 million, respectively.
Amortization of deferred financing costs increased by approximately $.4
million due primarily to amortization of additional deferred financing costs
relating to the Operating Partnership's 1997 $300.0 million unsecured line of
credit (the "1997 Unsecured Acquisition Facility") and the Company's 2000 $300.0
million unsecured acquisition facility, which amended and restated the 1997
Unsecured Acquisition Facility (the "2000 Unsecured Acquisition Facility").
Depreciation and other amortization decreased by approximately $2.4
million due primarily to the Consolidated Operating Partnership ceasing
depreciation and amortization on properties it considers held for sale as well
as due to properties sold subsequent to December 31, 1998. This decrease is
offset by depreciation and amortization related to properties acquired or
developed subsequent to December 31, 1998.
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 decreased by
approximately $12.7 million due primarily to a decrease in gain on sales of real
estate for the year ended December 31, 2000 as compared to the year ended
December 31, 1999, offset by an increase in average occupied GLA for the year
ended December 31, 2000 compared to the year ended December 31, 1999. During the
year ended December 31, 2000, the Other Real Estate Partnerships sold four
industrial properties and one land parcel for a gain of approximately $3.9
million. During the year ended December 31, 1999, the Other Real Estate
Partnerships sold 44 industrial properties, one property under development and
several land parcels for a gain of approximately $17.9 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.
The $11.9 million gain on sale of real estate for the year ended
December 31, 1999 resulted from the sale of 44 industrial properties, one
property under development and several land parcels. Gross proceeds from these
sales were approximately $178.3 million. Approximately $4.8 million and $23.3
million of the gross proceeds from the sales of these properties was received
from one of the Operating Partnership's industrial real estate joint ventures
and the Financing Partnership, respectively (the Consolidated Operating
Partnership sold two properties to one of the Operating Partnership's industrial
real estate joint ventures and two properties to the Financing Partnership, in
each case, at the Consolidated Operating Partnership's approximate net book
value).
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2001, the Consolidated Operating Partnership's
restricted cash was approximately $6.4 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, 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, 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, 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.
37
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, 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 general
partnership and limited partnership unit ("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 2011
Notes (defined below) and prepayment fees incurred in the early retirement of
the Acquisition Mortgage Loan I (defined below) and the Acquisition Mortgage
Loan II (defined below), offset by net borrowings under the 2000 Unsecured
Acquisition Facility, Unit (defined below) 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 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 two industrial real estate 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, repayments on mortgage loans payable and debt issuance costs
incurred in conjunction with the 2000 Unsecured Acquisition Facility, offset by
the net borrowings under the Operating Partnership's lines of credit and Unit
contributions.
YEAR ENDED DECEMBER 31, 1999
Net cash provided by operating activities of approximately $183.5
million for the year ended December 31, 1999 was comprised primarily of net
income of approximately $138.0 million, adjustments for non-cash items of
approximately $43.9 million and the net change in operating assets and
liabilities of approximately $1.6 million. The adjustments for the non-cash
items of approximately $43.9 million are primarily comprised of depreciation and
amortization of approximately $59.3 million, offset by the gain on sale of real
estate of approximately $11.9 million and the effect of the straight-lining of
rental income of approximately $3.5 million.
Net cash used in investing activities of approximately $15.8 million
for the year ended December 31, 1999 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, contributions to and
investments in the Other Real Estate Partnerships, contributions to and
investments in the Operating Partnership's two industrial real estate joint
ventures and the funding of mortgage loans receivable, offset by distributions
from Other Real Estate Partnerships, distributions from one of the Operating
Partnership's industrial real estate joint ventures, net proceeds from the sales
38
of real estate, the repayment of mortgage loans receivable and a decrease in
restricted cash due to the use of restricted cash to purchase properties to
effect Section 1031 exchanges.
Net cash used in financing activities of approximately $181.7 million
for the year ended December 31, 1999 was comprised primarily of Unit and
preferred general partnership unit distributions, repayments on mortgage loans
payable, debt issuance costs and net repayments under the 1997 Unsecured
Acquisition Facility, offset by Unit contributions.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges was 2.05, 2.13, and 2.44 for the
years ended December 31, 2001, 2000 and 1999, respectively. The decrease in
earnings to fixed charges between fiscal years 2001 and 2000 is primarily due to
an increase in capitalized interest for fiscal year 2001 as compared to fiscal
year 2000 due to an increase in development activities. The decrease in earnings
to fixed charges between fiscal years 2000 and 1999 is primarily due to a
decrease in income from operations in fiscal year 2000 as compared to fiscal
year 1999 due to a valuation provision on real estate and a decrease in the
equity in income of Other Real Estate Partnerships as well as an increase in
fixed charges resulting from an increase in interest expense due to an increase
in the weighted average interest rate for the year ended December 31, 2000
compared to the year ended December 31, 1999 and an increase in the weighted
average debt balance outstanding 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 SALES OF REAL ESTATE
During the year ended December 31, 2001, the Consolidated Operating
Partnership purchased 70 in-service industrial properties comprising
approximately 3.8 million square feet of GLA as well as several land parcels,
for an aggregate purchase price of approximately $204.6 million, excluding costs
incurred in conjunction with the acquisition of the properties and land parcels.
Two of the 70 industrial properties acquired, comprising approximately .1
million square feet of GLA, were acquired from one of the Operating
Partnership's joint ventures for an aggregate purchase price of approximately
$5.8 million, excluding costs incurred in conjunction with the acquisition of
the properties. The Consolidated Operating Partnership also completed the
development of six industrial properties comprising approximately .9 million
square feet of GLA at a cost of approximately $39.6 million.
During the year ended December 31, 2001, the Consolidated Operating
Partnership sold 124 industrial properties comprising approximately 7.4 million
square feet of GLA and several land parcels. Gross proceeds from these sales
were approximately $317.6 million.
The Consolidated Operating Partnership has committed to the
construction of 43 development projects totaling approximately 4.4 million
square feet of GLA for an estimated investment of approximately $215.7 million.
Of this amount, approximately $55.4 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 Operating
Partnership's 2000 Unsecured Acquisition Facility. 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.
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 of
approximately $6.5 million should be recorded for certain properties located in
the Columbus, Ohio and Des Moines, Iowa markets.
REAL ESTATE HELD FOR SALE
The Consolidated Operating Partnership plans on exiting the markets of
Cleveland, Columbus, Dayton, Des Moines, Grand Rapids and Long Island and
continually engages in identifying and evaluating its other real estate
39
markets for potential sales candidates. However, due to the slow down in the
economy and, as a result, the impact the economy has had on the real estate
market, the Consolidated Operating Partnership has decided not to actively
market its properties in the exit markets of Cleveland, Columbus, Dayton and
Grand Rapids at this time. The Consolidated Operating Partnership believes it
would be able to obtain higher net sales proceeds at a later point in time. The
Consolidated Operating Partnership plans on exiting the Cleveland, Columbus,
Dayton and Grand Rapids markets when market values reflect what the Consolidated
Operating Partnership believes is the appropriate value of such properties. In
the fourth quarter of 2001, the Consolidated Operating Partnership reclassified
these properties from held for sale to held for use. As these properties are no
longer considered held for sale, the Consolidated Operating Partnership
recaptured all past depreciation expense not recognized since June 30, 2000 (the
date the Consolidated Operating Partnership considered these properties held for
sale) in the amount of approximately $5.0 million. The Consolidated Operating
Partnership also recorded a valuation provision of approximately $6.5 million on
certain properties located in Columbus, Ohio and Des Moines, Iowa.
At December 31, 2001, the Consolidated Operating Partnership had 12
industrial properties comprising approximately 1.1 million square feet of GLA
held for sale. Income from operations of the 12 industrial properties held for
sale for the years ended December 31, 2001, 2000 and 1999 is approximately $2.5
million, $2.8 million and $2.3 million, respectively. Net carrying value of the
industrial properties held for sale at December 31, 2001 is approximately $28.7
million. There can be no assurance that such properties held for sale will be
sold.
INVESTMENTS IN JOINT VENTURES
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 a wholly-owned limited liability
company of the Operating Partnership, owns a minority equity interest in the
December 2001 Joint Venture and provides property management services to the
December 2001 Joint Venture. As of December 31, 2001, the December 2001 Joint
Venture had economic interests in seven industrial properties comprising
approximately 1.4 million square feet of GLA. These 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.
During the year ended December 31, 2001, the Consolidated Operating
Partnership, through wholly-owned limited liability companies in which the
Operating Partnership is the sole member, recognized, in the aggregate,
approximately $2.4 million (net of the intercompany elimination) in acquisition,
asset management and property management fees from three industrial real estate
joint ventures. The Operating Partnership, through wholly-owned limited
liability companies in which it is the sole member, invested approximately $6.0
million and received distributions of approximately $1.5 million from the three
industrial real estate joint ventures. As of December 31, 2001, the three
industrial real estate joint ventures owned or had economic interests in 136
industrial properties comprising approximately 6.8 million square feet of GLA.
MORTGAGE LOANS PAYABLE
On October 23, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, assumed a mortgage loan in the amount of $4.2 million
(the "Acquisition Mortgage Loan I") in conjunction with the acquisition of a
portfolio of properties. 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 has recorded an extraordinary loss of
approximately $.1 million 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 $8.0 million
(the "Acquisition Mortgage Loan II") in conjunction with the acquisition of a
portfolio of properties. 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 has recorded an extraordinary loss of
approximately $.9 million due to a prepayment fee.
40
On August 31, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of $1.4
million (the "Acquisition Mortgage Loan VII"). On December 3, 2001, the Company,
paid off and retired the Acquisition Mortgage Loan VII with no prepayment fee.
SENIOR UNSECURED DEBT
On March 19, 2001, the Consolidated Operating Partnership, through the
Operating Partnership, issued $200 million 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. The Consolidated Operating Partnership
designated this interest rate protection agreement as a cash flow hedge. The
Consolidated Operating Partnership, through the Operating Partnership, settled
the interest rate protection agreement for approximately $.4 million 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 March 31, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, issued $100 million 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 Remarketing Dealer exercised their 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 $105.6 million. 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. The
Consolidated Operating Partnership designated the interest rate protection
agreement as a cash flow hedge. On April 2, 2001, this interest rate protection
agreement was settled for a payment of approximately $.6 million. Due to the
retirement of the 2011 Drs., the Operating Partnership has recorded an
extraordinary loss of approximately $9.2 million comprised of the amount paid
above the 2011 Drs. carrying value, the write-off of unamortized deferred
financing fees, 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.
ACQUISITION FACILITY PAYABLE
In September 2001, the Consolidated Operating Partnership entered into
two interest rate swap agreements (together, the "Interest Rate Swap
Agreements") which fixed the interest rate on a portion of the Consolidated
Operating Partnership's outstanding borrowings under the 2000 Unsecured
Acquisition Facility. The Consolidated Operating Partnership designated both of
these transactions as cash flow hedges. The first interest rate swap agreement
has a notional value of $25.0 million, is 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 $25.0 million, is effective from October
5, 2001 through July 5, 2003 and fixed the LIBOR rate at 3.0775%. 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 100% effective and,
as a result, the change in value of both interest rate swap agreements will be
shown in other comprehensive income.
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, 2001
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.
41
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, 2001, $1,145.2 million (approximately 90% of total debt at
December 31, 2001) of the Consolidated Operating Partnership's debt was fixed
rate debt (included in the fixed rate debt is $50.0 million of borrowings under
the Consolidated Operating Partnership's 2000 Unsecured Acquisition Facility
which the Consolidated Operating Partnership fixed the interest rate via the
Interest Rate Swap Agreements) and $132.5 million (approximately 10% of total
debt at December 31, 2001) 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,
2001, 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 $.4 million per
year. A 10% increase in interest rates would decrease the fair value of the
fixed rate debt at December 31, 2001 by approximately $50.8 million, to $1,091.4
million. A 10% decrease in interest rates would increase the fair value of the
fixed rate debt at December 31, 2001 by approximately $56.0 million, to $1,198.2
million. A 10% increase in interest rates would decrease the fair value of the
Written Option at December 31, 2001 by approximately $1.9 million, to $4.4
million. A 10% decrease in interest rates would increase the fair value of the
Written Option at December 31, 2001 by approximately $2.5 million, to $8.8
million.
ISSUANCE OF UNITS AND EMPLOYEE STOCK OPTIONS
During the year ended December 31, 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. The Consolidated Operating
Partnership, through the Operating Partnership, issued Units to the Company in
the same amount. These shares of restricted common stock had a fair value of
approximately $3.1 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, 2001, the Operating Partnership
issued 1,030,900 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
$31.05-$33.125 per share and expire ten years from the date of grant.
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 were approximately $18.5 million. The Consolidated Operating
Partnership, through the Operating Partnership, issued 717,836 Units to the
Company in the same amount.
DISTRIBUTIONS
On January 2, 2001, April 2, 2001, July 2, 2001, October 1, 2001 and
December 31, 2001, the Operating Partnership paid quarterly 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
42
distributions paid on January 2, 2001, April 2, 2001, July 2, 2001, October 1,
2001 and December 31, 2001 totaled, in the aggregate, approximately $7.2 million
per quarter.
On January 22, 2001, the Operating Partnership paid a fourth quarter
2000 distribution of $.6575 per Unit, totaling approximately $30.3 million. On
April 23, 2001, the Operating Partnership paid a first quarter 2001 distribution
of $.6575 per Unit, totaling approximately $30.5 million. On July 23, 2001, the
Operating Partnership paid a second quarter 2001 distribution of $.6575 per
Unit, totaling approximately $30.7 million. On October 22, 2001, the Operating
Partnership paid a third quarter 2001 distribution of $.6575 per Unit, totaling
approximately $30.7 million.
REPURCHASE OF UNITS
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
partnership units from the Company in the same amount.
SUBSEQUENT EVENTS
On January 22, 2002, the Operating Partnership paid a fourth quarter
2001 distribution of $.68 per Unit, totaling approximately $31.2 million.
In January 2002, the Consolidated Operating Partnership entered into an
interest rate protection agreement which fixed the interest rate on a forecasted
offering of unsecured debt which it designated as a cash flow hedge. This
interest rate protection agreement has a notional value of $50.0 million, fixed
the ten year treasury rate at 5.083% and settles on May 16, 2002.
In January 2002, the Consolidated Operating Partnership entered into an
interest rate swap agreement which fixed the interest rate on a portion of the
Consolidated Operating Partnership's outstanding borrowings on its 2000
Unsecured Acquisition Facility. The Consolidated Operating Partnership
designated this transaction as a cash flow hedge. This interest rate swap
agreement has a notional value of $25.0 million, is effective from February 4,
2002 through February 4, 2003 and fixed the LIBOR rate at 2.4975%.
In February 2002, the Consolidated Operating Partnership entered into
an interest rate protection agreement which fixed the interest rate on a
forecasted offering of unsecured debt which it designated as a cash flow hedge.
This interest rate protection agreement has a notional value of $50.0 million,
fixed the ten year treasury rate at 4.999% and settles on May 16, 2002.
On March 8, 2002, the Operating Partnership declared a first quarter
2002 distribution of $.68 per Unit which is payable on April 22, 2002. The
Operating Partnership also declared first quarter 2002 distributions of $54.688
per unit, $53.906 per unit, $49.687 per unit and $49.375 per unit on its Series
B Preferred Units, Series C Preferred Units, Series D Preferred Units and Series
E Preferred Units, respectively, totaling, in the aggregate, approximately $7.2
million, which is payable on April 1, 2002.
From January 1, 2002 to March 1, 2002, the Company awarded 965 shares
of restricted common stock to certain Directors. These shares of restricted
common stock had a fair value of approximately $.1 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.
From January 1, 2002 to March 1, 2002, the Operating Partnership issued
870,600 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 per share and
expire ten years from the date of grant.
From January 1, 2002 to March 1, 2002, the Consolidated Operating
Partnership acquired one industrial property for a total estimated investment of
approximately $2.8 million. The Consolidated Operating Partnership also sold
three industrial properties for approximately $6.3 million of gross proceeds.
43
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, 2001 and March 1, 2002, $500.0 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 2000
Unsecured Acquisition Facility. At December 31, 2001, borrowings under the 2000
Unsecured Acquisition Facility bore interest at a weighted average interest rate
of 3.19%. As of March 1, 2002, the Consolidated Operating Partnership, through
the Operating Partnership, had approximately $63.3 million available in
additional borrowings under the 2000 Unsecured Acquisition Facility. The 2000
Unsecured Acquisition Facility bears interest at a floating rate of LIBOR plus
.80% 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, 2001, this relative received approximately $.02 million in brokerage
commissions paid by the Consolidated Operating Partnership.
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 Michael W. Brennan, President and Chief Executive
Officer and a director of the Company, Michael J. Havala, Chief Financial
Officer of the Company, Johannson L. Yap, Chief Investment Officer of the
Company and Gary H. Heigl, former Chief Operating Officer 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%.
ENVIRONMENTAL
The Consolidated Operating Partnership incurred environmental costs of
approximately $.4 million and approximately $.1 million in 2001 and 2000,
respectively. The Consolidated Operating Partnership estimates 2002 costs of
approximately $.4 million. The Consolidated Operating Partnership estimates that
the aggregate cost which needs to be expended in 2002 and beyond with regard to
currently identified environmental issues will not exceed approximately $.6
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 five years which may enable the Consolidated Operating Partnership to
replace existing leases with new leases at higher base rentals if rents of
existing leases are below the then-existing market rate.
OTHER
On January 1, 2001, the Consolidated Operating Partnership adopted the
Financial Accounting Standards Board's ("FASB") Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("FAS 133"), as amended by Statement of Financial Accounting
Standards No. 138, "Accounting
44
for Derivative Instruments and Hedging Activities- An Amendment of FAS Statement
133". FAS 133, as amended, establishes accounting and reporting standards for
derivative instruments. Specifically, FAS 133, as amended, requires an entity to
recognize all derivatives as either assets or liabilities in the statement of
financial position and to measure those instruments at fair value. Additionally,
the fair value adjustment will affect either other comprehensive income
(partners' capital) or net income, depending on whether the derivative
instrument qualifies as a hedge for accounting purposes and, if so, the nature
of the hedging activity. FAS 133, as amended, also requires that any gains or
losses on derivative instruments that are reported independently as deferred
gains or losses (assets or liabilities) in the statement of financial position
at the date of initial application shall be derecognized and reported as a
cumulative transition adjustment in other comprehensive income.
In conjunction with prior issuances of senior unsecured debt, the
Consolidated Operating Partnership entered into interest rate protection
agreements to fix the interest rate on anticipated offerings of unsecured debt.
On January 1, 2001, the Consolidated Operating Partnership derecognized the
deferred settlement amounts relating to these settled interest rate protection
agreements and recorded in other comprehensive income a cumulative transition
adjustment expense of approximately $14.9 million.
On October 3, 2001, the FASB issued the 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 becomes effective for financial
statements issued for fiscal years beginning after December 15, 2001 and interim
periods within those fiscal years. The Consolidated Operating Partnership does
not expect FAS 144 to have a material impact on its consolidated financial
position, consolidated results of operations or consolidated cash flows.
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.
45
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 2002 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 is specifically not incorporated herein by reference.
46
PART IV
ITEM 14. 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)
47
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)
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)
4.9 Amended and Restated Unsecured Revolving Credit Agreement,
dated as of June 30, 2000 among First Industrial, L.P., First
Industrial Realty Trust, Inc. and Bank One, N.A., UBS AG,
Stamford Branch, Bank of America, N.A. and certain other banks
(incorporated by reference to Exhibit 10.1 of the Form 10-Q of
the Company for the fiscal quarter ended June 30, 2000, File
No. 1-13102)
48
Exhibit No. Description
- ----------- -----------
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)
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, 2001, File No. 1-13102)
23* Consent of PricewaterhouseCoopers LLP
* Filed herewith.
(B) REPORTS ON FORM 8-K
None.
49
- --------------------------------------------------------------------------------
The Company has prepared supplemental financial and operating
information which is available without charge upon request to the Company, or
please visit our website at www.firstindustrial.com. Please direct requests as
follows:
First Industrial Realty Trust, Inc.
311 S. Wacker, Suite 4000
Chicago, IL 60606
Attention: Investor Relations
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 8, 2002 By: /s/ Michael W. Brennan
-----------------------------------------------
Michael W. Brennan
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: March 8, 2002 By: /s/ Michael J. Havala
-----------------------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and 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 8, 2002
- --------------------------
Jay H. Shidler
/s/ Michael W. Brennan President, Chief Executive Officer March 8, 2002
- -------------------------- and Director
Michael W. Brennan
/s/ Michael G. Damone Director of Strategic Planning March 8, 2002
- -------------------------- and Director
Michael G. Damone
/s/ John L. Lesher Director March 8, 2002
- --------------------------
John L. Lesher
/s/ Kevin W. Lynch Director March 8, 2002
- --------------------------
Kevin W. Lynch
/s/ John E. Rau Director March 8, 2002
- --------------------------
John E. Rau
/s/ Robert J. Slater Director March 8, 2002
- --------------------------
Robert J. Slater
/s/ W. Edwin Tyler Director March 8, 2002
- --------------------------
W. Edwin Tyler
Director March 8, 2002
- --------------------------
J. Steven Wilson
51
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)
52
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)
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)
4.9 Amended and Restated Unsecured Revolving Credit Agreement,
dated as of June 30, 2000 among First Industrial, L.P., First
Industrial Realty Trust, Inc. and Bank One, N.A., UBS AG,
Stamford Branch, Bank of America, N.A. and certain other banks
(incorporated by reference to Exhibit 10.1 of the Form 10-Q of
the Company for the fiscal quarter ended June 30, 2000, File
No. 1-13102)
53
Exhibit No. Description
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)
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, 2001, File No. 1-13102)
23* Consent of PricewaterhouseCoopers LLP
* Filed herewith.
54
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, 2001
and 2000................................................................................ F-3
Consolidated Statements of Operations of First Industrial, L.P. for the Years Ended
December 31, 2001, 2000 and 1999........................................................ F-4
Consolidated Statements of Changes in Partners' Capital of First Industrial, L.P. for
the Years Ended December 31, 2001, 2000 and 1999........................................ F-5
Consolidated Statements of Cash Flows of First Industrial, L.P. for the Years Ended
December 31, 2001, 2000 and 1999........................................................ 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, 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, 2001 and
2000, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 2001, 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.
PricewaterhouseCoopers LLP
Chicago, Illinois
February 4, 2002
F-2
FIRST INDUSTRIAL, L.P.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
December 31, December 31,
2001 2000
----------- -----------
ASSETS
Assets:
Investment in Real Estate:
Land ........................................................ $ 368,725 $ 341,746
Buildings and Improvements .................................. 1,801,097 1,643,540
Furniture, Fixtures and Equipment ........................... 1,174 1,353
Construction in Progress .................................... 140,887 33,913
Less: Accumulated Depreciation .............................. (229,293) (182,480)
----------- -----------
Net Investment in Real Estate ....................... 2,082,590 1,838,072
Real Estate Held for Sale, Net of Accumulated Depreciation and
Amortization of $3,917 at December 31, 2001 and $21,974
at December 31, 2000 ......................................... 28,702 190,379
Investments in and Advances to Other Real Estate
Partnerships ................................................. 378,350 381,231
Cash and Cash Equivalents ...................................... -- 3,644
Restricted Cash ................................................ 6,394 23,027
Tenant Accounts Receivable, Net ................................ 10,145 8,857
Investments in Joint Ventures .................................. 9,010 6,158
Deferred Rent Receivable ....................................... 12,140 10,887
Deferred Financing Costs, Net .................................. 10,173 10,543
Prepaid Expenses and Other Assets, Net ......................... 43,148 66,609
----------- -----------
Total Assets ........................................ $ 2,580,652 $ 2,539,407
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable, Net .................................... $ 46,731 $ 61,242
Senior Unsecured Debt, Net ..................................... 1,048,491 948,781
Acquisition Facility Payable ................................... 182,500 170,000
Accounts Payable and Accrued Expenses .......................... 68,919 94,448
Rents Received in Advance and Security Deposits ................ 22,890 17,593
Distributions Payable .......................................... 31,196 37,512
----------- -----------
Total Liabilities ................................... 1,400,727 1,329,576
----------- -----------
Commitments and Contingencies ..................................... -- --
Partners' Capital:
General Partner Preferred Units (140,000 units issued and
outstanding at December 31, 2001 and 2000) .................. 336,990 336,990
General Partner Units (38,904,687 and 38,844,086 units issued
and outstanding at December 31, 2001 and 2000,
respectively) ............................................... 686,544 698,247
Unamortized Value of General Partnership Restricted Units ..... (6,247) (8,812)
Limited Partners' Units (6,972,649 and 7,223,859 units issued
and outstanding at December 31, 2001 and 2000,
respectively) ............................................... 175,019 183,406
Accumulated Other Comprehensive Loss .......................... (12,381) --
----------- -----------
Total Partners' Capital ........................... 1,179,925 1,209,831
----------- -----------
Total Liabilities and Partners' Capital ........... $ 2,580,652 $ 2,539,407
=========== ===========
The accompanying notes are an integral part of the financial statements.
F-3
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2001 2000 1999
--------- --------- ---------
Revenues:
Rental Income ................................................... $ 243,864 $ 253,799 $ 249,719
Tenant Recoveries and Other Income .............................. 77,063 67,421 64,646
--------- --------- ---------
Total Revenues ........................................ 320,927 321,220 314,365
--------- --------- ---------
Expenses:
Real Estate Taxes ............................................... 50,852 51,320 49,590
Repairs and Maintenance ......................................... 17,628 16,256 14,992
Property Management ............................................. 11,222 11,730 9,013
Utilities ....................................................... 8,147 7,849 7,602
Insurance ....................................................... 1,842 1,195 690
Other ........................................................... 4,330 4,838 3,439
General and Administrative ...................................... 17,990 16,971 12,961
Interest Expense ................................................ 78,841 80,885 76,799
Amortization of Deferred Financing Costs ........................ 1,742 1,683 1,295
Depreciation and Other Amortization ............................. 63,671 55,558 57,927
Valuation Provision on Real Estate .............................. 6,490 2,169 --
--------- --------- ---------
Total Expenses ....................................... 262,755 250,454 234,308
--------- --------- ---------
Income from Operations Before Equity in Income of Other Real Estate
Partnerships and Equity in (Loss) Income of Joint Ventures ....... 58,172 70,766 80,057
Equity in Income of Other Real Estate Partnerships ................. 47,949 33,049 45,714
Equity in (Loss) Income of Joint Ventures .......................... (791) 571 302
--------- --------- ---------
Income from Operations ............................................. 105,330 104,386 126,073
Gain on Sale of Real Estate ........................................ 42,942 25,430 11,904
--------- --------- ---------
Income Before Extraordinary Loss ................................... 148,272 129,816 137,977
Extraordinary Loss ................................................. (10,309) -- --
--------- --------- ---------
Net Income ......................................................... 137,963 129,816 137,977
Less: Preferred Unit Distributions ................................ (28,924) (28,924) (28,924)
--------- --------- ---------
Net Income Available to Unitholders ............................... $ 109,039 $ 100,892 $ 109,053
========= ========= =========
Net Income Available to Unitholders Before Extraordinary Loss Per
Weighted Average Unit Outstanding:
Basic .................................................. $ 2.57 $ 2.20 $ 2.41
========= ========= =========
Diluted ................................................ $ 2.56 $ 2.19 $ 2.40
========= ========= =========
Net Income Available to Unitholders Per Weighted Average Unit
Outstanding:
Basic .................................................. $ 2.35 $ 2.20 $ 2.41
========= ========= =========
Diluted ................................................ $ 2.34 $ 2.19 $ 2.40
========= ========= =========
Net Income ......................................................... $ 137,963 $ 129,816 $ 137,977
Other Comprehensive Income (Loss):
Cumulative Transition Adjustment ....................... (14,920) -- --
Settlement of Interest Rate Protection Agreement ...... (191) -- --
Mark-to-Market of Interest Rate Protection Agreements... (231)
Write-Off of Unamortized Interest Rate Protection
Agreement Due to the Early Retirement of Debt ........ 2,156 -- --
Amortization of Interest Rate Protection Agreements .... 805 -- --
--------- --------- ---------
Comprehensive Income .............................................. $ 125,582 $ 129,816 $ 137,977
========= ========= =========
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,
2001 2000 1999
----------- ----------- -----------
General Partner Preferred Units -- Beginning of Year ............. $ 336,990 $ 336,990 $ 336,990
Distributions ................................................. (28,924) (28,924) (28,924)
Net Income .................................................... 28,924 28,924 28,924
----------- ----------- -----------
General Partner Preferred Units -- End of Year ................... $ 336,990 $ 336,990 $ 336,990
=========== =========== ===========
General Partner Units -- Beginning of Year ....................... $ 698,247 $ 694,899 $ 689,923
Contributions ................................................. 18,894 12,769 840
Issuance of General Partner Restricted Units .................. 3,133 9,689 2,008
Purchase of General Partnership Units ......................... (28,399) (11,699) --
Repurchase and Retirement of Restricted Units ................. (1,944) (466) --
Amortization of Stock Based Compensation ...................... 899 383 --
Distributions ................................................. (104,407) (97,531) (92,151)
Unit Conversions .............................................. 7,797 5,706 2,618
Net Income .................................................... 92,324 84,497 91,661
----------- ----------- -----------
General Partner Units -- End of Year ............................. $ 686,544 $ 698,247 $ 694,899
=========== =========== ===========
Unamort. Value of Gen. Partner Restricted Units -- Beg. of Year .. $ (8,812) $ (4,087) $ (3,312)
Issuance of General Partner Restricted Units .................. (3,133) (9,689) (2,008)
Amortization of General Partner Restricted Units .............. 5,698 4,964 1,233
----------- ----------- -----------
Unamort. Value of Gen. Partner Restricted Units --End of Year .... $ (6,247) $ (8,812) $ (4,087)
=========== =========== ===========
Limited Partners Units -- Beginning of Year ...................... $ 183,406 $ 187,548 $ 185,958
Contributions ................................................. 1,406 3,387 4,275
Distributions ................................................. (18,711) (18,218) (17,459)
Unit Conversions .............................................. (7,797) (5,706) (2,618)
Net Income .................................................... 16,715 16,395 17,392
----------- ----------- -----------
Limited Partners Units -- End of Year ............................ $ 175,019 $ 183,406 $ 187,548
=========== =========== ===========
Accum. Other Comprehensive Income -- Beginning of Year ........... $ -- $ -- $ --
Cumulative Transition Adjustment .............................. (14,920) -- --
Settlement of Interest Rate Protection Agreements ............. (191) -- --
Mark-to-Market of Interest Rate Protection Agreements ......... (231) -- --
Write-Off of Unamortized Interest Rate Protection
Agreement Due to the Early Retirement of Debt ................ 2,156 -- --
Amortization of Interest Rate Protection Agreements ........... 805 -- --
----------- ----------- -----------
Accum. Other Comprehensive Income -- End of Year ................. $ (12,381) $ -- $ --
=========== =========== ===========
Total Partners Capital at End of Year ............................ $ 1,179,925 $ 1,209,831 $ 1,215,350
=========== =========== ===========
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, 2001 December 31, 2000 December 31, 1999
----------------- ----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income ..................................................... $ 137,963 $ 129,816 $ 137,977
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities:
Depreciation ............................................... 54,623 49,496 52,494
Amortization of Deferred Financing Costs ................... 1,742 1,683 1,295
Other Amortization ......................................... 14,229 9,650 5,504
Valuation Provision on Real Estate ......................... 6,490 2,169 --
Equity in (Loss) Income of Joint Ventures .................. 791 (571) (302)
Distributions from Joint Ventures .......................... -- 571 302
Gain on Sale of Real Estate ................................ (42,942) (25,430) (11,904)
Extraordinary Loss ......................................... 10,309 -- --
Equity in Income of Other Real Estate Partnerships ......... (47,949) (33,049) (45,714)
Distributions from Investment in Other Real Estate
Partnerships .......................................... 47,949 33,049 45,714
Increase in Tenant Accounts Receivable and Prepaid
Expenses and Other Assets, Net ........................ (5,846) (20,815) (7,940)
Increase in Deferred Rent Receivable ....................... (3,268) (830) (3,510)
(Decrease) Increase in Accounts Payable and Accrued
Expenses and Rents Received in Advance and Security
Deposits .............................................. (28,148) 6,150 9,617
--------- --------- ---------
Net Cash Provided by Operating Activities ............ 145,943 151,889 183,533
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of and Additions to Investment in Real Estate .. (399,242) (460,884) (177,613)
Net Proceeds from Sales of Investment in Real Estate .... 301,032 379,849 171,133
Investments in and Advances to Other Real Estate
Partnerships ....................................... (163,666) (102,695) (138,404)
Distributions/Repayments from Other Real Estate
Partnerships ....................................... 166,546 102,238 136,317
Contributions to and Investments in Joint Ventures ...... (6,025) (37) (2,522)
Distributions from Joint Ventures ....................... 1,524 287 572
Funding of Mortgage Loans Receivable .................... -- -- (12,467)
Repayment of Mortgage Loans Receivable .................. 3,005 18,190 433
Decrease (Increase) in Restricted Cash .................. 16,633 (22,100) 6,753
--------- --------- ---------
Net Cash Used in Investing Activities .............. (80,193) (85,152) (15,798)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Unit Contributions ....................................... 18,521 12,478 532
Unit Distributions ....................................... (122,203) (113,632) (108,527)
Purchase of General Partner Units ........................ (28,399) (11,699) --
Repurchase of Restricted Units ........................... (1,944) (466) --
Preferred Unit Distributions ............................. (36,155) (21,693) (28,924)
Repayments on Mortgage Loans Payable ..................... (14,476) (1,780) (2,967)
Proceeds from Senior Unsecured Debt ...................... 199,390 -- --
Repayment of Senior Unsecured Debt ....................... (100,000) -- --
Proceeds from Acquisition Facilities Payable ............. 398,300 290,200 156,600
Repayments on Acquisition Facilities Payable ............. (385,800) (214,200) (197,400)
Book Overdraft ........................................... 12,335 -- --
Cost of Debt Issuance and Prepayment Fees ................ (8,963) (2,323) (973)
--------- --------- ---------
Net Cash Used in Financing Activities ............. (69,394) (63,115) (181,659)
--------- --------- ---------
Net (Decrease) Increase in Cash and Cash Equivalents .... (3,644) 3,622 (13,924)
Cash and Cash Equivalents, Beginning of Period ........... 3,644 22 13,946
--------- --------- ---------
Cash and Cash Equivalents, End of Period ................. $ -- $ 3,644 $ 22
========= ========= =========
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 84.8% ownership interest at December 31, 2001. The Company also owns
a preferred general partnership interest in the Operating Partnership
("Preferred Units") with an aggregate liquidation priority of $350,000. 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 15.2% interest in the Operating Partnership at
December 31, 2001.
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, 2001, the Operating Partnership, the L.L.C.s and
First Industrial Development Services, Inc. (hereinafter defined as the
"Consolidated Operating Partnership") owned 812 in-service industrial
properties, containing an aggregate of approximately 52.2 million square feet
(unaudited) of gross leasable area ("GLA"). On a combined basis, as of December
31, 2001, the Other Real Estate Partnerships owned 106 in-service industrial
properties, containing an aggregate of approximately 11.8 million square feet
(unaudited) of GLA. Of the 106 industrial properties owned by the Other Real
Estate Partnerships at December 31, 2001, 21 are held by the Mortgage
Partnership, 31 are held by the Pennsylvania Partnership, 21 are held by the
Securities Partnership, 20 are held by the Financing Partnership, six are held
by the Harrisburg Partnership, six 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, 2001 and 2000 and for each of the years ended
December 31, 2001, 2000 and 1999 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, 2001 and 2000, and the reported amounts of
revenues and expenses for each of the years ended December 31, 2001, 2000 and
1999. 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 determined. 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. 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 properties. 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. 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.
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 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 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
$5,563 and $4,042 at December 31, 2001 and 2000, 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.
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, 2001 and 2000. For accounts receivable the Consolidated Operating
Partnership deems uncollectible, the Consolidated Operating Partnership uses the
direct write-off method.
F-9
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
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 expense in the statement of
operations 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 disclosures.
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,
acquisition facility payable, 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
due to the short-term nature of these financial instruments. See Note 6 for the
fair values of the mortgage loans payable, acquisition facility payable, senior
unsecured debt and the Put Option (defined hereinafter) issued in conjunction
with an initial offering of certain unsecured debt.
Derivative Financial Instruments
On January 1, 2001, the Consolidated Operating Partnership adopted the
Financial Accounting Standards Board's ("FASB") Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("FAS 133"), as amended by Statement of Financial Accounting
Standards No. 138, "Accounting for Derivative Instruments and Hedging
Activities- An Amendment of FAS Statement 133". FAS 133, as amended, establishes
accounting and reporting standards for derivative instruments. Specifically, FAS
133, as amended, requires an entity to recognize all derivatives as either
assets or liabilities in the statement of financial position and to measure
those instruments at fair value. Additionally, the fair value adjustment will
affect either other comprehensive income (partners' capital) or net income,
depending on whether the derivative instrument qualifies as a hedge for
accounting purposes and, if so, the nature of the hedging activity. FAS 133, as
amended, also requires that any gains or losses on derivative instruments that
are reported independently as deferred gains or losses (assets or liabilities)
in the statement of financial position at the date of initial application shall
be derecognized and reported as a cumulative transition adjustment in other
comprehensive income.
F-10
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
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, limit the interest rate on existing 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 the Agreements that were used to limit
the interest rate on existing debt are recognized as a component of interest
expense. The cost basis of this type of instrument is amortized over the life of
the instrument and is recognized in net income as well. 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.
Segment Reporting
Management views the Consolidated Operating Partnership as a single
segment.
Recent Accounting Pronouncements
On October 3, 2001, the FASB issued 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 becomes effective for financial
statements issued for fiscal years beginning after December 15, 2001 and interim
periods within those fiscal years. The Consolidated Operating Partnership does
not expect FAS 144 to have a material impact on its consolidated financial
position, consolidated results of operations or consolidated cash flows.
Reclassification
Certain 2000 and 1999 items have been reclassified to conform to the
2001 presentation.
F-11
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
5. INVESTMENTS IN AND ADVANCES TO OTHER REAL ESTATE PARTNERSHIPS
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,
2001 2000
-------------- ------------
ASSETS
Assets:
Investment in Real Estate, Net ....................... $355,504 $383,021
Real Estate Held for Sale, Net ....................... 2,048 46,043
Other Assets, Net .................................... 72,643 40,218
-------- --------
Total Assets ................................. $430,195 $469,282
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable .............................. $ 40,728 $ 41,333
Other Liabilities .................................... 7,811 40,714
-------- --------
Total Liabilities ........................... 48,539 82,047
-------- --------
Partners' Capital .................................... 381,656 387,235
-------- --------
Total Liabilities and Partners' Capital ..... $430,195 $469,282
======== ========
Condensed Combined Statements of Operations:
Year Ended
------------------------------------------------------
December 31, December 31, December 31,
2001 2000 1999
------------ ------------ ------------
Total Revenues .............................. $ 63,423 $ 64,431 $ 59,677
Property Expenses ........................... (15,955) (15,784) (13,685)
General and Administrative .................. -- -- (167)
Interest Expense ............................ (3,739) (3,040) (3,070)
Amortization of Deferred Financing Costs .... (67) (67) (67)
Depreciation and Other Amortization ......... (12,595) (11,431) (10,485)
Valuation Provision on Real Estate .......... (3,010) (731) --
Gain on Sale of Real Estate ................. 21,405 3,866 17,893
-------- -------- --------
Net Income .................................. $ 49,462 $ 37,244 $ 50,096
======== ======== ========
F-12
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 minority 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 of purchasing 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 $1,787, $2,199 and $2,315 (net of the
intercompany elimination) in acquisition, asset management and property
management fees in 2001, 2000 and 1999 respectively, 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. For the year ended December 31, 2000, the Operating Partnership,
through a wholly-owned limited liability company of which it is the sole member,
invested approximately $4 and received distributions of approximately $796 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, 2001, the September 1998 Joint Venture owned 93
industrial properties comprising approximately 4.4 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 another 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 minority 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 of purchasing 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 $590, $557 and $993
(net of the intercompany elimination) in acquisition, asset management and
property management fees in 2001, 2000 and 1999 respectively, 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. For the year ended December 31, 2000, the Operating
Partnership, through a wholly-owned limited liability company in which it is the
sole member, invested approximately $33 and received distributions of
approximately $62 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, 2001, the September 1999 Joint
Venture owned 36 industrial properties comprising approximately 1.0 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 minority equity interest in the
December 2001 Joint Venture and provides property management services to 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 accounting. As of December 31, 2001 the December 2001 Joint
Venture had economic interests in seven industrial properties comprising
approximately 1.4 million square feet (unaudited) of GLA. These 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.
F-13
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
6. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITIES PAYABLE
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 is collateralized by seven properties in Indianapolis, Indiana and three
properties in Cincinnati, Ohio. The CIGNA Loan bears interest at a fixed
interest rate of 7.50% and provides for monthly principal and interest payments
based on a 25-year amortization schedule. The CIGNA Loan matures on April 1,
2003. The CIGNA Loan may be prepaid only after April 1999 in exchange for the
greater of a 1% prepayment fee or a yield maintenance premium.
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 bears interest at 8.00% and provides for interest only payments prior
to maturity. The LB Loan II matures 180 days after the completion of a
contingent event relating to the environmental status of the property
collateralizing the loan.
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 8.5% 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 has recorded an extraordinary loss 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 has recorded an extraordinary loss
of approximately $936 due to a prepayment fee.
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 is
collateralized by two properties in Houston, Texas, bears interest at a fixed
interest rate of 8.875% and provides for monthly principal and interest payments
based on a 20-year amortization schedule. The Acquisition Mortgage Loan III
matures on June 1, 2003. The Acquisition Mortgage Loan III may be prepaid only
after June 1998 in exchange for the greater of a 2% prepayment fee or a yield
maintenance premium.
F-14
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
6. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITIES PAYABLE, CONTINUED
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 is
collateralized by one property in Portland, Oregon, bears interest at a fixed
rate of 8.875% and provides for monthly principal and interest payments based on
a 20-year amortization schedule. The Acquisition Mortgage Loan VI matures on
November 1, 2006. The Acquisition Mortgage Loan VI may be prepaid only after
September 2001 in exchange for a 3% 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.
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 debt issue discount and the settlement amount of the interest rate
protection agreement are being amortized over the life of the 2007 Notes as an
adjustment to the 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 are redeemable, at the
option of the holders thereof, on May 15, 2002. 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 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.
F-15
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
6. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITIES PAYABLE, CONTINUED
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 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 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.
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 may be redeemed at
any time at the option of the Consolidated Operating Partnership, in whole or in
part, at a redemption price equal to the sum of the principal amount of the 2017
Notes being redeemed plus accrued interest thereon to the redemption date and
any make-whole amount, as defined in the Prospectus Supplement relating to the
2017 Notes. 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 Remarketing Dealer exercised their 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 of
approximately $9,245 comprised of the amount paid above the 2011 Drs. carrying
value, the write-off of unamortized deferred financing fees, 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.
F-16
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
6. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITIES PAYABLE, CONTINUED
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 settled interest rate protection
agreements, in the notional amount of $150,000, which were used to fix the
interest rate on the 2028 Notes prior to issuance. 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 greater than a ten 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.
Acquisition Facilities
In December 1997, the Operating Partnership entered into a $300,000
unsecured revolving credit facility (the "1997 Unsecured Acquisition Facility")
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
Acquisition Facility which extended the maturity date to June 30, 2003 and
includes the right, subject to certain conditions, to increase the aggregate
commitment up to $400,000 (the "2000 Unsecured Acquisition Facility"). The
Operating Partnership may borrow under the 2000 Unsecured Acquisition Facility
to finance the acquisition and development of additional properties and for
other corporate purposes, including to obtain additional working capital. The
2000 Unsecured Acquisition Facility 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 "Interest Rate Swap Agreements") which fixed the interest rate on a portion
of the Operating Partnership's outstanding borrowings on its 2000 Unsecured
Acquisition Facility. The Consolidated Operating Partnership designated both of
these transactions as cash flow hedges. The first interest rate swap agreement
has a notional value of $25,000, is 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%. 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
both interest rate swap agreements will be 100% effective and, as a result, the
change in value of both interest rate swap agreements will be shown in other
comprehensive income. At December 31, 2001, the Interest Rate Swap Agreements
were valued at ($231).
F-17
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
6. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITIES PAYABLE, CONTINUED
The following table discloses certain information regarding the
Consolidated Operating Partnership's mortgage loans, senior unsecured debt and
acquisition facility payable:
OUTSTANDING BALANCE AT ACCRUED INTEREST PAYABLE INTEREST RATE AT
---------------------- ------------------------ ----------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, MATURITY
2001 2000 2001 2000 2001 DATE
---------- ------------ ------------ ------------ ----------- ---------
MORTGAGE LOANS PAYABLE,
NET
CIGNA Loan. .............. $ 33,214 $ 33,952 $ 207 $ 212 7.500% 4/01/03
Assumed Loans............. 6,538 7,995 --- --- 9.250% 1/01/13
LB Loan II................ 705 705 24 5 8.000% (1)
Acquisition Mortgage
Loan I ................. --- 3,294 --- --- 8.500% 8/01/08 (6)
Acquisition Mortgage
Loan II................. --- 7,432 --- --- 7.750% 4/01/06 (6)
Acquisition Mortgage
Loan III................ 3,065 3,214 --- --- 8.875% 6/01/03
Acquisition Mortgage
Loan IV................. 2,286 2,364 --- 17 8.950% 10/01/06
Acquisition Mortgage
Loan VI................. 923 (2) 957 (2) 7 --- 8.875% 11/01/06
Acquisition Mortgage
Loan VII................ --- 1,329 (2) --- --- 9.750% 3/15/02 (6)
---------- ------------ ------------ ------------
Total .................... $ 46,731 $ 61,242 $ 238 $ 234
========== ============ ============ ============
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 ............... 149,972 (3) 149,966 (3) 1,457 1,457 7.600% 5/15/07
2011 PATS ................ 99,563 (3) 99,517 (3) 942 942 7.375% 5/15/11 (4)
2017 Notes ............... 99,847 (3) 99,838 (3) 625 625 7.500% 12/01/17
2027 Notes ............... 99,877 (3) 99,872 (3) 914 914 7.150% 5/15/27 (5)
2028 Notes ............... 199,791 (3) 199,783 (3) 7,009 7,009 7.600% 7/15/28
2011 Drs ................. --- 99,805 (3) --- 1,553 6.500% 4/05/11 (6)
2011 Notes ............... 199,441 (3) --- 4,343 --- 7.375% 3/15/11
---------- ------------ ------------ ------------
Total ................... $1,048,491 $ 948,781 $ 16,548 $ 13,758
========== ============ ============ ============
ACQUISITION FACILITY
PAYABLE
2000 Unsecured
Acquisition
Facility................ $ 182,500 $ 170,000 $ 571 $ 1,359 3.19% (7) 6/30/03
========== ============ ============ ============
(1) The maturity date of the LB Loan II is based on a contingent event relating
to the environmental status of the property collateralizing the loan.
(2) At December 31, 2001, the Acquisition Mortgage Loan VI is net of an
unamortized premium of $41. At December 31, 2000, the Acquisition Mortgage
Loan VI and the Acquisition Mortgage Loan VII are net of unamortized
premiums of $49 and $35, respectively.
(3) 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. At December 31, 2000, the
2007 Notes, 2011 PATS, 2017 Notes, 2027 Notes, 2028 Notes and the 2011 Drs.
are net of unamortized discounts of $34, $483, $162, $128, $217 and $195,
respectively.
(4) The 2011 PATS are redeemable at the option of the holder thereof, on May
15, 2004.
(5) The 2027 Notes are redeemable at the option of the holders thereof, on May
15, 2002.
(6) The Operating Partnership paid off and retired the 2011 Drs. on April 5,
2001, the Acquisition Mortgage Loan I on May 31, 2001, the Acquisition
Mortgage Loan II on June 27, 2001 and the Acquisition Mortgage Loan VII on
December 3, 2001.
(7) Interest rate includes the impact of fixing $50,000 of borrowings under the
2000 Unsecured Acquisition Facility via the Interest Rate Swap Agreements.
F-18
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
6. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITIES PAYABLE, CONTINUED
Fair Value
At December 31, 2001 and 2000, the fair value of the Consolidated
Operating Partnership's mortgage loans payable, senior unsecured debt,
acquisition facility payable and Put Option, as well as the fair value of the
Consolidated Operating Partnership's Call Option at December 31, 2000 were as
follows:
December 31, 2001 December 31, 2000
---------------------------- --------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
---------- ---------- ---------- ----------
Mortgage Loans Payable ..................... $ 46,731 $ 49,963 $ 61,242 $ 62,715
Senior Unsecured Debt ...................... 1,048,491 1,041,955 948,781 918,865
Acquisition Facility Payable (variable
rate) ...................................... 132,500 132,500 170,000 170,000
Acquisition Facility Payable (fixed rate) .. 50,000 50,231 -- --
Put Option and Call Option (2000 Only) ..... 604 6,290 1,089 12,150
---------- ---------- ---------- ----------
Total ...................................... $1,278,326 $1,280,939 $1,181,112 $1,163,730
========== ========== ========== ==========
The fair value of the Consolidated Operating Partnership's mortgage
loans payable, the fixed rate portion of the acquisition facility, Put Option
and Call 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 acquisition facility payable was not materially
different than its carrying value due to the variable interest rate nature of
the loan. The fair value of the senior unsecured debt was determined by quoted
market prices.
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").
For Interest Rate Protection Agreements settled prior to 2001, the Consolidated
Operating Partnership derecognized the unamortized settlement amounts and
recorded a cumulative transition adjustment in other comprehensive income in the
amount of $14,920 on January 1, 2001. For Interest Rate Protection Agreements
settled after December 31, 2000, the Consolidated Operating Partnership
recognized the settlement amounts as other comprehensive income. In the next 12
months, the Consolidated Operating Partnership will amortize approximately $227
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, 2000 ................................ $ --
Cumulative Transition Adjustment ....................... (14,920)
Settlement of Interest Rate Protection Agreements ...... (191)
Mark-to-Market of Interest Rate Protection Agreements .. (231)
Write-off of Unamortized Interest Rate Protection
Agreements Due to the Early Retirement of Debt ...... 2,156
Amortization of Interest Rate Protection
Agreements ............................................. 805
--------
Balance at December 31, 2001 ................................ $(12,381)
========
F-19
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
6. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITIES PAYABLE, CONTINUED
The following is a schedule of the stated maturities and scheduled
principal payments of the mortgage loans, senior unsecured debt and acquisition
facility payable for the next five years ending December 31, and thereafter:
Amount
----------
2002 .................................. $ 1,592
2003 .................................. 218,513
2004 .................................. 758
2005 .................................. 50,830
2006 .................................. 153,425
Thereafter ............................ 853,367
----------
Total ................................. $1,278,485
==========
The maturity date of the LB Loan II is based on a contingent event. As
a result, the LB Loan II is not included in the preceding table.
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 $350,000. 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, 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, 1999, the Operating Partnership issued
173,070 Units valued, in the aggregate, at $4,274 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, certain employees of the Company
exercised 717,836 non-qualified employee stock options. Gross proceeds to the
Company approximated $18,512. 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.
F-20
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
7. PARTNERS' CAPITAL, CONTINUED
For the year ended December 31, 1999, certain employees of the Company
exercised 33,000 non-qualified employee stock options. Gross proceeds to the
Company approximated $732. 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 $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") and are reflected in the Consolidated Operating Partnership's
financial statements as a general partner preferred unit contribution.
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, 2001, the Operating Partnership paid a fourth quarter
2000 distribution of $.6575 per Unit, totaling approximately $30,275. On April
23, 2001, the Operating Partnership paid a first quarter 2001 distribution of
$.6575 per Unit, totaling approximately $30,537. On July 23, 2001, the Operating
Partnership paid a second quarter 2001 distribution of $.6575 per Unit, totaling
approximately $30,731. On October 22, 2001, the Operating Partnership paid a
third quarter 2001 distribution of $.6575 per Unit, totaling approximately
$30,660.
On April 2, 2001, July 2, 2001, October 1, 2001 and December 31, 2001,
the Operating Partnership paid quarterly 2001 distributions of $54.688 per unit
on its Series B Preferred Units, $53.906 per unit on its Series C Preferred
Units, $49.688 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 2,
2001, July 2, 2001, October 1, 2001 and December 31, 2001 totaled, in the
aggregate, approximately $7,231 per quarter.
F-21
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
7. PARTNERS' CAPITAL, CONTINUED
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, 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
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 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.
In 1999, the Consolidated Operating Partnership acquired 16 in-service
industrial properties and one industrial property under redevelopment
comprising, in the aggregate, approximately 1.3 million square feet (unaudited)
of GLA and several land parcels for a total purchase price of approximately
$47,516 and completed the development of 16 properties and one expansion
comprising approximately 2.4 million square feet (unaudited) of GLA at a cost of
approximately $81,925.
9. SALES OF REAL ESTATE AND REAL ESTATE HELD FOR SALE
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.
In 1999, the Consolidated Operating Partnership, through the Operating
Partnership, sold 44 in-service industrial properties, one property under
development and several land parcels. The aggregate gross sales price totaled
approximately $178,304. Approximately $4,835 and $23,308 of the gross proceeds
from the sales of these properties was received from the September 1998 Joint
Venture and Financing Partnership, respectively (the Consolidated Operating
Partnership sold two properties to the September 1998 Joint Venture and two
properties to the Financing Partnership, in each case, at the Consolidated
Operating Partnership's approximate net book value). The gain on sales totaled
approximately $11,904.
F-22
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
9. SALES OF REAL ESTATE AND REAL ESTATE HELD FOR SALE, CONTINUED
The Consolidated Operating Partnership plans on exiting the markets of
Cleveland, Columbus, Dayton, Des Moines, Grand Rapids and Long Island and
continually engages in identifying and evaluating its other real estate markets
for potential sales candidates. However, due to the slow down in the economy
and, as a result, the impact the economy has had on the real estate market, the
Consolidated Operating Partnership has decided not to actively market its
properties in the exit markets of Cleveland, Columbus, Dayton and Grand Rapids.
The Consolidated Operating Partnership believes it would be able to obtain
higher net sales proceeds at a later point in time. The Consolidated Operating
Partnership plans on exiting the Cleveland, Columbus, Dayton and Grand Rapids
markets when market values reflect what the Consolidated Operating Partnership
believes is the appropriate value of such properties. In the fourth quarter of
2001, the Consolidated Operating Partnership reclassified these properties from
held for sale to held for use. As these properties are no longer considered held
for sale, the Consolidated Operating Partnership recaptured all past
depreciation expense not recognized since June 30, 2000 (the date the
Consolidated Operating Partnership considered these properties held for sale) in
the amount of approximately $5,045.
At December 31, 2001, the Consolidated Operating Partnership had 12
industrial properties comprising approximately 1.1 million square feet of GLA
held for sale. Net carrying value of the industrial properties held for sale at
December 31, 2001 is approximately $28,702. There can be no assurance that such
properties held for sale will be sold.
The following table discloses certain information regarding the 12
industrial properties held for sale by the Consolidated Operating Partnership.
YEAR ENDED
-----------------------------------
2001 2000 1999
------- ------- -------
Total Revenues ................. $ 4,862 $ 5,530 $ 5,567
Operating Expenses ............. (2,209) (2,169) (2,365)
Depreciation and Amortization .. (149) (538) (865)
------- ------- -------
Income from Operations ......... $ 2,504 $ 2,823 $ 2,337
======= ======= =======
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 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 in Grand Rapids, Michigan. The fair value was determined by a
quoted market price less transaction costs.
F-23
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,
2001 2000 1999
---------------- ---------------- ----------------
Interest paid, net of capitalized
interest.................................... $ 76,835 $ 80,171 $ 76,775
================ ================ ================
Interest capitalized........................ $ 9,950 $ 5,203 $ 5,568
================ ================ ================
Supplemental schedule of noncash investing
and financing activities:
Distribution payable on units............... $ 31,196 $ 30,281 $ 28,164
================ ================ ================
Distribution payable on preferred units..... $ -- $ 7,231 $ --
================ ================ ================
Exchange of Limited partnership
units for General partnership
units:
Limited partnership units............. $ (7,797) $ (5,706) $ (2,618)
General partnership units............. 7,797 5,706 2,618
---------------- ---------------- ----------------
$ -- $ -- $ --
================ ================ ================
In conjunction with the property and land acquisitions, the following liabilities were assumed:
Purchase of real estate.................. $ 204,609 $ 314,307 $ 47,516
Accounts payable and accrued expenses.... (2,044) (3,820) (274)
---------------- ---------------- ----------------
$ 202,565 $ 310,487 $ 47,242
================ ================ ================
In conjunction with certain property sales, the Operating Partnership provided seller financing on behalf of
certain buyers:
Notes receivable................................ $ -- $ 7,749 $ 12,060
================ ================ ================
In conjunction with the contribution of four properties from the Operating Partnership to the Securities
Partnership during 1999, the following assets and liabilities were contributed:
Investment in real estate, net ............................................................ $ 10,387
Tenant accounts receivable ................................................................ (21)
Deferred rent receivable .................................................................. 40
Other assets, net ......................................................................... 17
Accounts payable and accrued expenses ..................................................... (100)
----------------
Investments in other real estate partnerships.............................................. $ 10,323
================
F-24
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,
2001 2000 1999
------------ ------------ ------------
Numerator:
Net Income Before Extraordinary Loss ........... $ 148,272 $ 129,816 $ 137,977
Less: Preferred Distributions .................. (28,924) (28,924) (28,924)
------------ ------------ ------------
Net Income Available to Unitholders Before
Extraordinary Loss For Basic and Diluted
EPU ........................................ 119,348 100,892 109,053
Extraordinary Loss ............................. (10,309) -- --
------------ ------------ ------------
Net Income Available to Unitholders
For Basic and Diluted EPU .................... $ 109,039 $ 100,892 $ 109,053
============ ============ ============
Denominator:
Weighted Average Units - Basic ................. 46,381,774 45,928,359 45,270,821
Effect of Dilutive Securities:
Employee and Director Common Stock Options
of the Company that result in the
issuance of general partnership units ....... 278,527 256,069 101,801
------------ ------------ ------------
Weighted Average Units Outstanding -
Diluted ..................................... 46,660,301 46,184,428 45,372,622
============ ============ ============
Basic EPU:
Net Income Available to Unitholders Before
Extraordinary Loss ......................... $ 2.57 $ 2.20 $ 2.41
Extraordinary Loss ............................. (.22) -- --
------------ ------------ ------------
Net Income Available to Unitholders ............ $ 2.35 $ 2.20 $ 2.41
============ ============ ============
Diluted EPU:
Net Income Available to Unitholders Before
Extraordinary Loss ......................... $ 2.56 $ 2.19 $ 2.40
Extraordinary Loss ............................. (.22) -- --
------------ ------------ ------------
Net Income Available to Unitholders ............ $ 2.34 $ 2.19 $ 2.40
============ ============ ============
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, 2001 are approximately as follows:
2002.......... $206,904
2003.......... 164,169
2004.......... 122,849
2005.......... 83,021
2006.......... 52,698
Thereafter.... 92,993
--------
Total...... $722,634
========
F-25
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
13. EMPLOYEE BENEFIT PLANS
The Company maintains two 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 7.7 million shares reserved
under the Stock Incentive Plans. Only officers and employees of the Company and
its affiliates generally are eligible to participate in the Stock Incentive
Plans. However, independent Directors of the Company receive 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 will be 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, 2001, stock options
covering 2.9 million shares were outstanding and stock options covering 2.9
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
Share Share per Share
--------- ----------------- --------------
Outstanding at December 31, 1998 ... 4,997,000 $ 32.70 $18.25-$35.81
Granted ......................... 1,041,567 $ 25.35 $25.13-$27.69
Exercised or Converted .......... (68,000) $ 22.79 $20.25-$25.13
Expired or Terminated ........... (3,194,300) $ 35.31 $22.75-$35.81
---------
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
=========
The following table summarizes currently outstanding and exercisable
options as of December 31, 2001:
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-$27.25 1,103,195 7.5 $25.79 691,215 $24.92
$27.69-$31.13 1,846,250 7.7 $31.79 868,050 $30.62
The Consolidated Operating Partnership applies Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), in
accounting for its Stock Incentive Plans. 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-26
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
13. EMPLOYEE BENEFIT PLANS, 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", net income and earnings per share would have been the pro forma
amounts indicated in the table below:
For the Year Ended
-----------------------------------------------
2001 2000 1999
----------- ----------- -----------
Net Income Available to Unitholders - as reported ......................... $ 109,039 $ 100,892 $ 109,053
Net Income Available to Unitholders - pro forma ........................... $ 108,253 $ 99,947 $ 107,185
Net Income Available to Unitholders per Unit - as reported -- Basic ....... $ 2.35 $ 2.20 $ 2.41
Net Income Available to Unitholders per Unit - pro forma -- Basic ......... $ 2.33 $ 2.18 $ 2.37
Net Income Available to Unitholders per Unit - as reported -- Diluted ..... $ 2.34 $ 2.19 $ 2.40
Net Income Available to Unitholders per Unit - pro forma -- Diluted ...... $ 2.32 $ 2.16 $ 2.36
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 ................................................ 8.22% 8.33% 8.88%
Expected stock price volatility ........................................ 20.75% 20.30% 20.55%
Risk-free interest rate ................................................ 4.91% 6.18% 5.30%
Expected life of options ............................................... 3.03 3.05 2.73
The weighted average fair value of options granted during 2001, 2000 and 1999 is
$2.49, $2.91 and $1.79 per option, respectively.
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, 2001, 2000 and 1999, the Company, through the
Operating Partnership, made matching contributions of approximately $220, $211
and $208, respectively. In March 1996, the Board of Directors approved and the
Company adopted a Deferred Income Plan (the "Plan"). At December 31, 2001,
885,436 units were outstanding.
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 three 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 three to
ten years. Compensation expense will be charged to earnings in the Operating
Partnership's consolidated statements of operations over the vesting period.
During 1999, the Company awarded 72,300 shares of restricted Common
Stock to certain employees and 3,504 shares of restricted Common Stock to
certain Directors. Other employees of the Company converted certain in-the-money
employee stock options to 5,224 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 $2,121 on the date of
grant. The restricted Common Stock vests over a period from five to ten years.
Compensation expense will be charged to earnings in the Operating Partnership's
consolidated statements of operations over the vesting period.
F-27
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
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, 2001, 2000 and 1999, this relative received
brokerage commissions in the amount of $17, $60, and $18, 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 year ended December 31, 2001, the Consolidated Operating Partnership paid no
fees to this entity. For the year ended December 31, 2000 and 1999, the
Consolidated Operating Partnership has paid approximately $5 and $15 of fees,
respectively, 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 September 2, 1999, the September 1999 Joint Venture purchased a
1,159,121 square foot (unaudited) industrial property portfolio located in Los
Angeles, California for approximately $63,901. An officer of the Company held
ownership interests ranging between .004% and .13% in various entities that sold
certain properties to the September 1999 Joint Venture.
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 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 sale was 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.
Twenty-three 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 43 development projects totaling approximately 4.4 million
square feet (unaudited) of GLA for an estimated investment of approximately
$215.7 million (unaudited). Of this amount, approximately $55.4 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 Operating Partnership's 2000 Unsecured Acquisition Facility. The
Consolidated Operating Partnership expects to place in service all of the
developments 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.
F-28
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
15. COMMITMENTS AND CONTINGENCIES, CONTINUED
At December 31, 2001, the Consolidated Operating Partnership, through
the Operating Partnership had nine letters of credit outstanding in the
aggregate amount of $2,173 . These letters of credit expire between March 2002
and January 2004.
16. SUBSEQUENT EVENTS (UNAUDITED)
In January 2002, the Consolidated Operating Partnership entered into an
interest rate protection agreement which fixed the interest rate on a forecasted
offering of unsecured debt which it designated as a cash flow hedge. This
interest rate protection agreement has a notional value of $50,000, locked the
ten year treasury rate at 5.083% and settles on May 16, 2002.
In January 2002, the Consolidated Operating Partnership entered into an
interest rate swap agreement which fixed the interest rate on a portion of the
Consolidated Operating Partnership's outstanding borrowings on its 2000
Unsecured Acquisition Facility. The Consolidated Operating Partnership
designated this transaction as a cash flow hedge. This interest rate 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%.
On January 22, 2002, the Operating Partnership paid a fourth quarter
2001 distribution of $.68 per Unit, totaling approximately $31,196.
In February 2002, the Consolidated Operating Partnership entered into
an interest rate protection agreement which fixed the interest rate on a
forecasted offering of unsecured debt which it designated as a cash flow hedge.
This interest rate protection agreement has a notional value of $50,000, locked
the ten year treasury rate at 4.999% and settles on May 16, 2002.
On March 8, 2002, the Operating Partnership declared a first quarter
2002 distribution of $.68 per Unit which is payable on April 22, 2002. The
Operating Partnership also declared first quarter 2002 distributions of $54.688
per unit, $53.906 per unit, $49.687 per unit and $49.375 per unit on its Series
B Preferred Units, Series C Preferred Units, Series D Preferred Units and Series
E Preferred Units, respectively, totaling, in the aggregate, approximately
$7,231, which is payable on April 1, 2002.
From January 1, 2002 to March 1, 2002, the Company awarded 965 shares
of restricted common stock to certain Directors. These shares of restricted
common stock had a fair value of approximately $30 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.
From January 1, 2002 to March 1, 2002, the Operating Partnership issued
870,600 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 per share and
expire ten years from the date of grant.
From January 1, 2002 to March 1, 2002, the Consolidated Operating
Partnership acquired one industrial property for a total estimated investment of
approximately $2,789. The Consolidated Operating Partnership also sold three
industrial properties for approximately $6,290 of gross proceeds.
F-29
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
17. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
YEAR ENDED DECEMBER 31, 2001
-----------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- --------
Total Revenues ....................................... $ 82,936 $ 80,156 $ 78,241 $ 79,594
Equity In Income of Other Real Estate Partnerships ... 9,295 14,693 14,718 9,243
Equity In (Loss) Income of Joint Ventures ............ 186 250 315 (1,542)
Income from Operations ............................... 27,458 32,666 33,141 12,065
Gain on Sale of Real Estate .......................... 11,919 9,693 12,131 9,199
Income Before Extraordinary Loss ..................... 39,377 42,359 45,272 21,264
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:
Net Income Available to Unitholders Before
Extraordinary Loss per Weighted Average
Unit Outstanding:
Basic ................ $ .70 $ .75 $ .81 $ .30
======== ======== ======== ========
Diluted .............. $ .69 $ .75 $ .81 $ .30
======== ======== ======== ========
Net Income Available to Unitholders per Weighted
Average Unit Outstanding:
Basic ................ $ .70 $ .53 $ .81 $ .30
======== ======== ======== ========
Diluted .............. $ .69 $ .53 $ .81 $ .30
======== ======== ======== ========
YEAR ENDED DECEMBER 31, 2000
-----------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- --------
Total Revenues ....................................... $ 79,767 $ 78,322 $ 80,114 $ 83,017
Equity In Income of Other Real Estate Partnerships ... 6,808 11,323 7,819 7,099
Equity In Income of Joint Ventures ................... 31 88 70 382
Income from Operations ............................... 25,218 28,246 26,800 24,122
Gain on Sale of Real Estate .......................... 5,888 6,257 6,144 7,141
Net Income ........................................... 31,106 34,503 32,944 31,263
Preferred Unit Distributions ......................... (7,231) (7,231) (7,231) (7,231)
-------- -------- -------- --------
Net Income Available to Unitholders .................. $ 23,875 $ 27,272 $ 25,713 $ 24,032
======== ======== ======== ========
Earnings Per Unit:
Net Income Available to Unitholders per Weighted
Average Unit Outstanding:
Basic ................ $ .52 $ .59 $ .56 $ .52
======== ======== ======== ========
Diluted .............. $ .52 $ .59 $ .55 $ .52
======== ======== ======== ========
F-30
OTHER REAL ESTATE PARTNERSHIPS
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
PAGE
----
FINANCIAL STATEMENTS
Report of Independent Accountants....................................................... F-32
Combined Balance Sheets of the Other Real Estate Partnerships as of December 31,
2001 and 2000........................................................................... F-33
Combined Statements of Operations of the Other Real Estate Partnerships for the
Years Ended December 31, 2001, 2000 and 1999............................................ F-34
Combined Statements of Changes in Partners' Capital of the Other Real Estate
Partnerships for the Years Ended December 31, 2001, 2000 and 1999....................... F-35
Combined Statements of Cash Flows of the Other Real Estate Partnerships for the
Years Ended December 31, 2001, 2000 and 1999............................................ F-36
Notes to Combined Financial Statements.................................................. F-37
F-31
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, 2001 and 2000, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2001, 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.
PricewaterhouseCoopers LLP
Chicago, Illinois
February 4, 2002
F-32
OTHER REAL ESTATE PARTNERSHIPS
COMBINED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
December 31, December 31,
2001 2000
------------ ------------
ASSETS
Assets:
Investment in Real Estate:
Land ........................................................... $ 53,103 $ 55,878
Buildings and Improvements ..................................... 336,556 345,478
Furniture, Fixtures and Equipment .............................. 84 84
Construction in Progress ....................................... 13,288 18,802
Less: Accumulated Depreciation ................................. (47,527) (37,221)
--------- ---------
Net Investment in Real Estate .......................... 355,504 383,021
Real Estate Held for Sale, Net of Accumulated Depreciation
and Amortization of $116 at December 31, 2001 and $4,344
at December 31, 2000 ........................................... 2,048 46,043
Cash and Cash Equivalents ......................................... 1,650 2,819
Restricted Cash ................................................... 16,370 1,188
Tenant Accounts Receivable, Net ................................... 1,811 936
Deferred Rent Receivable .......................................... 3,302 3,903
Deferred Financing Costs, Net ..................................... 1,544 1,611
Prepaid Expenses and Other Assets, Net ............................ 47,966 29,761
--------- ---------
Total Assets ........................................... $ 430,195 $ 469,282
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable, Net ....................................... $ 40,728 41,333
Accounts Payable and Accrued Expenses ............................. 4,017 38,203
Rents Received in Advance and Security Deposits ................... 3,794 2,511
--------- ---------
Total Liabilities ...................................... 48,539 82,047
--------- ---------
Commitments and Contingencies ........................................ -- --
Partners' Capital .................................................... 381,656 387,235
--------- ---------
Total Liabilities and Partners' Capital .............. $ 430,195 $ 469,282
========= =========
The accompanying notes are an
integral part of the financial statements.
F-33
OTHER REAL ESTATE PARTNERSHIPS
COMBINED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2001 2000 1999
------------ ------------ ------------
Revenues:
Rental Income ............................. $49,032 $49,538 $46,219
Tenant Recoveries and Other Income ........ 14,391 14,893 13,458
------- ------- -------
Total Revenues .................. 63,423 64,431 59,677
------- ------- -------
Expenses:
Real Estate Taxes ......................... 8,548 8,126 6,983
Repairs and Maintenance ................... 2,433 1,871 1,835
Property Management ....................... 2,143 2,008 1,862
Utilities ................................. 1,730 2,140 2,331
Insurance ................................. 381 242 142
Other ..................................... 720 1,397 532
General and Administrative ................ -- -- 167
Interest .................................. 3,739 3,040 3,070
Amortization of Deferred Financing Costs .. 67 67 67
Depreciation and Other Amortization ....... 12,595 11,431 10,485
Valuation Provision on Real Estate ........ 3,010 731 --
------- ------- -------
Total Expenses ................. 35,366 31,053 27,474
------- ------- -------
Income from Operations ....................... 28,057 33,378 32,203
Gain on Sale of Real Estate .................. 21,405 3,866 17,893
------- ------- -------
Net Income ................................... $49,462 $37,244 $50,096
======= ======= =======
The accompanying notes are an
integral part of the financial statements.
F-34
OTHER REAL ESTATE PARTNERSHIPS
COMBINED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(DOLLARS IN THOUSANDS)
Total
---------
Balance at December 31, 1998 ................................... $ 411,992
Contributions .............................................. 120,679
Distributions .............................................. (187,817)
Net Income ................................................. 50,096
---------
Balance at December 31, 1999 ................................... $ 394,950
---------
Contributions .............................................. 95,425
Distributions .............................................. (140,384)
Net Income ................................................. 37,244
---------
Balance at December 31, 2000 ................................... $ 387,235
---------
Contributions .............................................. 164,960
Distributions .............................................. (178,706)
Redemption of Preferred Partnership
Interest ................................................. (41,295)
Net Income ................................................. 49,462
---------
Balance at December 31, 2001 ................................... $ 381,656
=========
The accompanying notes are an
integral part of the financial statements.
F-35
OTHER REAL ESTATE PARTNERSHIPS
COMBINED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
Year Ended Year Ended Year Ended
December 31, 2001 December 31, 2000 December 31, 1999
----------------- ----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income .................................................. $ 49,462 $ 37,244 $ 50,096
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation ............................................ 11,321 10,344 9,714
Amortization of Deferred Financing Costs ................ 67 67 67
Other Amortization ...................................... 1,236 1,053 768
Valuation Provision on Real Estate ...................... 3,010 731 --
Gain on Sale of Real Estate ............................. (21,405) (3,866) (17,893)
(Increase) Decrease in Tenant Accounts
Receivable and Prepaid Expenses and
Other Assets, Net .................................... (13,802) (4,299) 862
Increase in Deferred Rent Receivable ................... (231) (644) (552)
(Decrease) Increase in Accounts Payable and Accrued
Expenses and Rents Received in Advance and
Security Deposits .................................... (16,954) 8,583 25,856
(Increase) Decrease in Restricted Cash .................. (1,452) 406 1,515
--------- --------- ---------
Net Cash Provided by Operating Activities ......... 11,252 49,619 70,433
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of and Additions to Investment in
Real Estate .......................................... (769) (33,200) (79,104)
Net Proceeds from Sales of Investment in
Real Estate .......................................... 51,943 28,000 82,088
Funding of Mortgage Loans Receivable .................... -- -- (332)
Repayment of Mortgage Loans Receivable .................. 6,865 2,764 699
(Increase) Decrease in Restricted Cash .................. (13,730) (169) 346
--------- --------- ---------
Net Cash Provided by (Used in) Investing
Activities ....................................... 44,309 (2,605) 3,697
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions ............................................ 185,514 95,425 110,356
Distributions ............................................ (199,260) (140,384) (187,817)
Repayments on Mortgage Loans Payable ..................... (566) (520) (492)
Redemption of Preferred Units ............................ (41,295) -- --
Purchase of U.S. Government Securities ................... (1,123) (1,244) --
--------- --------- ---------
Net Cash Used in Financing Activities ............. (56,730) (46,723) (77,953)
--------- --------- ---------
Net (Decrease) Increase in Cash and Cash Equivalents .... (1,169) 291 (3,823)
Cash and Cash Equivalents, Beginning of Period ........... 2,819 2,528 6,351
--------- --------- ---------
Cash and Cash Equivalents, End of Period ................. $ 1,650 $ 2,819 $ 2,528
========= ========= =========
The accompanying notes are an
integral part of the financial statements.
F-36
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 84.8% ownership interest at December 31, 2001. 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 15.2% interest in the Operating Partnership at December 31,
2001.
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, 2001, the Other Real Estate
partnerships owned 106 in-service industrial properties, containing an aggregate
of approximately 11.8 million square feet (unaudited) of GLA. Of the 106
industrial properties owned by the Other Real Estate Partnerships at December
31, 2001, 21 are held by the Mortgage Partnership, 31 are held by the
Pennsylvania Partnership, 21 are held by the Securities Partnership, 20 are held
by the Financing Partnership, six are held by the Harrisburg Partnership, six
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-37
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, 2001 and 2000 and for each of the years ended December 31, 2001,
2000 and 1999 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, 2001 and 2000, and the reported amounts of
revenues and expenses for each of the years ended December 31, 2001, 2000 and
1999. 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 determined. First, to determine if
impairment may exist, the Other Real Estate Partnerships reviews its properties
and identifies those which have had either an event of change or event of
circumstances warranting further assessment of recoverability. In addition, the
Other Real Estate Partnerships estimates the fair value of those properties on
an individual basis by capitalizing the expected net operating income. Such
amounts are then compared to the property's depreciated cost to determine
whether further assessment of recoverability is needed. 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 properties. 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. 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.
F-38
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Interest expense, real estate taxes 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 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
$383 and $316 at December 31, 2001 and 2000, 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, 2001 and
December 31, 2000. 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 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.
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.
F-39
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
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 due to the
short-term nature of these financial instruments. See Note 4 for the fair values
of the mortgage loans payable.
Segment Reporting
Management views the Other Real Estate Partnerships as a single
segment.
Recent Accounting Pronouncements
On October 3, 2001, the FASB issued the 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 becomes effective for
financial statements issued for fiscal years beginning after December 15, 2001
and interim periods within those fiscal years. The Other Real Estate
Partnerships do not expect FAS 144 to have a material impact on the consolidated
financial position, consolidated results of operations or consolidated cash
flows.
Reclassification
Certain 2000 and 1999 items have been reclassified to conform to the
2001 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. The
terms of this legal defeasance 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, two of the 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 remaining portion of the
1995 Mortgage Loan matures on January 11, 2026. The 1995 Mortgage Loan provides
for monthly principal and interest payments based on a 28-year amortization
schedule. The interest rate under the 1995 Mortgage Loan is fixed at 7.22% per
annum through January 11, 2003. After January 11, 2003, the interest rate
adjusts through a predetermined formula based on the applicable Treasury rate.
The 1995 Mortgage Loan is collateralized by 21 properties held by the Mortgage
Partnership. The 1995 Mortgage Loan may be prepaid on or after January 2003.
F-40
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
4. MORTGAGE LOANS PAYABLE, NET, CONTINUED
Under the terms of the 1995 Mortgage Loan, certain cash reserves are
required to be and have been set aside for payments of tenant security deposit
refunds, payments of capital expenditures, interest, real estate taxes and
insurance. The amount of cash reserves segregated for security deposits is
adjusted as tenants turn over. The amounts included in the cash reserves
relating to payments of capital expenditures, interest, real estate taxes and
insurance is determined by the lender and approximate the next periodic payment
of such items. The amount included in the cash reserves relating to releasing
costs resulted from a deposit of a lease termination fee that will be used to
cover costs of releasing that space. At December 31, 2001 and 2000, these
reserves totaled $2,640 and $1,186, respectively, and are included in Restricted
Cash. Such cash reserves were invested in a money market fund at December 31,
2001. The maturity of these investments is one day; accordingly, cost
approximates fair value. Also included in restricted cash is approximately
$13,730 of gross proceeds from the sales of certain properties. These proceeds
will be disbursed as the Other Real Estate Partnerships exchange into properties
under Section 1031 of the Internal Revenue Code.
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
2001 2000 2001 2000 2001 DATE
---------- ---------- ---------- ----------- ----------- --------
MORTGAGE LOANS PAYABLE
1995 Mortgage Loan....... $ 38,063 (1) $ 38,604 (1) $ 160 $ 163 7.22% 1/11/26
Acquisition Mortgage
Loan V................. 2,665 (2) 2,729 (2) --- --- 9.01% 9/01/06
---------- ---------- ----------- -----------
Total.................... $ 40,728 $ 41,333 $ 160 $ 163
========== ========== =========== ===========
(1) Approximately $2.2 million of this loan has been defeased and will be paid
in full in January 2003.
(2) At December 31, 2001 and 2000, the Acquisition Mortgage Loan V is net of
unamortized premiums of $180 and $219, respectively.
Fair Value:
At December 31, 2001 and 2000, the fair value of the Other Real Estate
Partnerships' mortgage loans payable were as follows:
December 31, 2001 December 31, 2000
------------------- --------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
------- ------- ------- -------
Mortgage Loans Payable ... $40,728 $41,317 $41,333 $41,373
------- ------- ------- -------
Total .................... $40,728 $41,317 $41,333 $41,373
======= ======= ======= =======
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.
F-41
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
4. MORTGAGE LOANS PAYABLE, NET, CONTINUED
The following is a schedule of maturities of the mortgage loans for the
next five years ending December 31, and thereafter:
Amount
----------
2002.................. $ 610
2003.................. 2,835
2004.................. 660
2005 ................. 718
2006.................. 3,085
Thereafter............ 32,640
---------
Total................. $ 40,548
=========
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 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.
In 1999, the Other Real Estate Partnerships acquired four in-service
industrial properties and two industrial properties under redevelopment
comprising, in the aggregate, approximately 1.5 million square feet (unaudited)
of GLA and several land parcels for a total purchase price of approximately
$51,018 and completed the development of three properties comprising
approximately .7 million square feet (unaudited) of GLA at a cost of
approximately $21,726.
7. SALES OF REAL ESTATE AND REAL ESTATE HELD FOR SALE
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.
In 1999, the Other Real Estate Partnerships sold 13 in-service
properties and several parcels of land. The aggregate gross sales price of these
sales totaled approximately $90,818. The gain on sales totaled approximately
$17,893.
F-42
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
7. SALES OF REAL ESTATE AND REAL ESTATE HELD FOR SALE, CONTINUED
The Other Real Estate Partnerships plan on exiting the markets of Des
Moines and Grand Rapids and continually engages in identifying and evaluating
its other real estate markets for potential sales candidates. However, due to
the slow down in the economy and, as a result, the impact the economy has had on
the real estate market, the Other Real Estate Partnerships has decided not to
actively market its properties in the exit market of Grand Rapids. The Other
Real Estate Partnerships believes it would be able to obtain higher net sales
proceeds at a later point in time. The Other Real Estate Partnerships plans on
exiting the Grand Rapids market when market values reflect what the Other Real
Estate Partnerships believes is the appropriate value of such properties. In the
fourth quarter of 2001, the Other Real Estate Partnerships reclassified these
properties from held for sale to held for use. As these properties are no longer
considered held for sale, the Other Real Estate Partnerships recaptured all past
depreciation expense not recognized since June 30, 2000 (the date the Other Real
Estate Partnerships considered these properties held for sale) in the amount of
approximately $1,156.
At December 31, 2001, the Other Real Estate Partnerships had one
industrial property comprising approximately .1 million square feet of GLA held
for sale. Net carrying value of the industrial property held for sale at
December 31, 2001 is approximately $2,048. There can be no assurance that such
property held for sale will be sold.
The following table discloses certain information regarding the
industrial property held for sale by the Other Real Estate Partnerships.
YEAR ENDED
-----------------------------
2001 2000 1999
----- ----- -----
Total Revenues .................. $ 291 $ 270 $ 318
Operating Expenses .............. (111) (96) (62)
Depreciation and Amortization ... -- (45) (48)
----- ----- -----
Income from Operations .......... $ 180 $ 129 $ 208
===== ===== =====
In connection with the Other Real Estate 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 Other Real Estate Partnerships determined in 2001
that an impairment valuation in the amount of approximately $3,010 should be
recorded for certain properties 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.
F-43
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
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,
2001 2000 1999
------------ ------------ ------------
Interest paid.................. $ 3,742 $ 3,042 $ 3,091
======== ======== ========
In conjunction with the property and land acquisitions, the following
liabilities were assumed:
Purchase of real estate ......... $ 22,905 $ 9,222 $ 27,709
Accounts payable and accrued
Expenses ..................... (109) -- (68)
-------- ------- --------
$ 22,796 $ 9,222 $ 27,641
======== ======= ========
In conjunction with the distribution of four properties from the
Operating Partnership to the Securities Partnership during 1999, the following
assets and liabilities were assumed:
Investment in real estate, net .................. $ 10,387
Tenant accounts receivable ...................... (21)
Deferred rent receivable ........................ 40
Other assets, net ............................... 17
Accounts payable and accrued expenses ........... (100)
--------
Investments in other real estate partnerships ... $ 10,323
========
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, 2001 are approximately as follows:
2002 $ 39,470
2003 31,297
2004 22,999
2005 15,482
2006 11,585
Thereafter 17,060
-----------
Total $ 137,893
===========
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.
On September 15, 1999, the Other Real Estate Partnerships sold nine
industrial properties to an entity whose Chairman of the Board of Directors is
also Chairman of the Board of Directors of the Company. The gross proceeds from
the sales of these nine industrial properties approximated $39,475 and the gain
on sales approximated $14,552.
F-44
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
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.
Four 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.
At December 31, 2001 the Other Real Estate Partnerships had two
projects under development, with an estimated completion GLA of approximately .7
million square feet and an estimated completion cost of approximately $16.9
million. Of this amount, approximately, $1.5 million remains to be funded. These
developments are expected to be funded with capital contributions from the
Operating Partnership. The Other Real Estate Partnerships estimate it will place
in service all of the projects in fiscal year 2002. There can be no assurance
that the Other Real Estate Partnerships will place in service these projects in
2002 or that the actual completion cost will not exceed the estimated completion
cost stated above.
12. SUBSEQUENT EVENTS (UNAUDITED)
During the period January 1, 2002 through March 1, 2002, the Other Real
Estate Partnerships acquired 15 industrial properties for a total estimated
investment of approximately $38,664. The Other Real Estate Partnerships also
sold one industrial property for approximately $927 of gross proceeds.
F-45
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 4, 2002 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 4, 2002
S-1
CONSOLIDATED OPERATING PARTNERSHIP
SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2001
(DOLLARS IN THOUSANDS)
Costs
Capitalized
Subsequent to
(b) Acquisition or
Initial Cost Completion
Location (a) ------------------------- and Valuation
Building Address (City/State) Encumbrances Land Buildings Provision
- ---------------- ------------ ------------ ------- ----------- ---------
Atlanta
1650 GA Highway 155 Atlanta, GA $ 788 $ 4,544 $ 340
14101 Industrial Park Boulevard Atlanta, GA 285 1,658 535
801-804 Blacklawn Road Atlanta, GA 361 2,095 301
1665 Dogwood Drive Atlanta, GA 635 3,662 229
1715 Dogwood Drive Atlanta, GA 288 1,675 239
11235 Harland Drive Atlanta, GA 125 739 65
4050 Southmeadow Parkway Atlanta, GA 401 2,813 181
4071 Southmeadow Parkway Atlanta, GA 750 4,460 852
1875 Rockdale Industrial Blvd. Atlanta, GA 386 2,264 298
3312 N. Berkeley Lake Road Duluth, GA 2,937 16,644 1,779
370 Great Southwest Parkway (h) Atlanta, GA 527 2,984 548
955 Cobb Place Kennesaw, GA 780 4,420 230
7000 Highland Parkway Smyrna, GA 761 4,213 150
2084 Lake Industrial Court Conyers, GA 662 - 4,739
1003 Sigman Road Conyers, GA 499 2,761 126
220 Greenwood McDonough, GA 2,015 - 7,115
1255 Oakbrook Drive Norcross, GA 195 1,107 13
1256 Oakbrook Drive Norcross, GA 336 1,907 18
1265 Oakbrook Drive Norcross, GA 307 1,742 18
1266 Oakbrook Drive Norcross, GA 234 1,326 12
1275 Oakbrook Drive Norcross, GA 400 2,269 30
1280 Oakbrook Drive Norcross, GA 281 1,592 15
1300 Oakbrook Drive Norcross, GA 420 2,381 29
1325 Oakbrook Drive Norcross, GA 332 1,879 17
1351 Oakbrook Drive Norcross, GA 370 2,099 26
1346 Oakbrook Drive Norcross, GA 740 4,192 34
1412 Oakbrook Drive Norcross, GA 313 1,776 20
BALTIMORE
3431 Benson Baltimore, MD 553 3,062 112
1801 Portal Baltimore, MD 251 1,387 168
1811 Portal Baltimore, MD 327 1,811 338
1831 Portal Baltimore, MD 268 1,486 453
1821 Portal Baltimore, MD 430 2,380 1,479
1820 Portal Baltimore, MD (f) 884 4,891 455
4845 Governers Way Frederick, MD 810 4,487 145
8900 Yellow Brick Road Baltimore, MD 447 2,473 368
7476 New Ridge Hanover, MD 394 2,182 159
1328 Charwood Road Hanover, MD 717 3,968 881
8779 Greenwood Place Savage, MD 704 3,896 168
1350 Blair Drive Odenton, MD 301 1,706 80
1360 Blair Drive Odenton, MD 321 1,820 83
1370 Blair Drive Odenton, MD 381 2,161 118
9020 Mendenhall Court Columbia, MD 530 3,001 42
CENTRAL PENNSYLVANIA
125 East Kensinger Drive Cranberry Township, PA 585 - 3,600
CHICAGO
2300 Hammond Drive Schaumburg, IL 442 1,241 1,086
3600 West Pratt Avenue Lincolnwood, IL 1,050 5,767 972
6750 South Sayre Avenue Bedford Park, IL 224 1,309 364
585 Slawin Court Mount Prospect, IL 611 3,505 10
2300 Windsor Court Addison, IL 688 3,943 637
3505 Thayer Court Aurora, IL 430 2,472 43
3600 Thayer Court Aurora, IL 636 3,645 224
736-776 Industrial Drive Elmhurst, IL 349 1,994 933
305-311 Era Drive Northbrook, IL 200 1,154 147
4330 South Racine Avenue Chicago, IL 448 1,893 234
12241 Melrose Street Franklin Park, IL 332 1,931 1,085
301 Alice Wheeling, IL 218 1,236 95
410 W 169th Street South Holland, IL 462 2,618 276
11939 S Central Avenue Alsip, IL 1,208 6,843 1,415
Gross Amount Carried
At Close of Period 12/31/01
---------------------------------------- Accumulated
Building and Depreciation Year Built/ Depreciable
Land Improvements Total 12/31/01 Renovated Lives (Years)
Building Address ---- ------------ ----- -------- --------- -------------
- ----------------
Atlanta
1650 GA Highway 155 $ 788 $ 4,884 $ 5,672 $ 1,029 1991 (o)
14101 Industrial Park Boulevard 285 2,193 2,478 361 1984 (o)
801-804 Blacklawn Road 361 2,396 2,757 581 1982 (o)
1665 Dogwood Drive 635 3,891 4,526 720 1973 (o)
1715 Dogwood Drive 288 1,914 2,202 419 1973 (o)
11235 Harland Drive 125 804 929 158 1988 (o)
4050 Southmeadow Parkway 425 2,970 3,395 573 1991 (o)
4071 Southmeadow Parkway 828 5,234 6,062 1,003 1991 (o)
1875 Rockdale Industrial Blvd. 387 2,561 2,948 441 1966 (o)
3312 N. Berkeley Lake Road 3,052 18,308 21,360 2,687 1969 (o)
370 Great Southwest Parkway (h) 546 3,513 4,059 605 1996 (o)
955 Cobb Place 804 4,626 5,430 495 1991 (o)
7000 Highland Parkway 696 4,428 5,124 460 1998 (o)
2084 Lake Industrial Court 804 4,597 5,401 143 1998 (o)
1003 Sigman Road 506 2,880 3,386 155 1996 (o)
220 Greenwood - 9,130 9,130 19 2000 (o)
1255 Oakbrook Drive 197 1,118 1,315 12 1984 (o)
1256 Oakbrook Drive 339 1,922 2,261 20 1984 (o)
1265 Oakbrook Drive 309 1,758 2,067 18 1984 (o)
1266 Oakbrook Drive 235 1,337 1,572 14 1984 (o)
1275 Oakbrook Drive 403 2,296 2,699 24 1986 (o)
1280 Oakbrook Drive 283 1,605 1,888 17 1986 (o)
1300 Oakbrook Drive 423 2,407 2,830 25 1986 (o)
1325 Oakbrook Drive 334 1,894 2,228 20 1986 (o)
1351 Oakbrook Drive 373 2,122 2,495 22 1984 (o)
1346 Oakbrook Drive 744 4,222 4,966 44 1985 (o)
1412 Oakbrook Drive 315 1,794 2,109 19 1985 (o)
BALTIMORE
3431 Benson 562 3,165 3,727 295 1988 (o)
1801 Portal 271 1,535 1,806 146 1987 (o)
1811 Portal 354 2,122 2,476 236 1987 (o)
1831 Portal 290 1,917 2,207 212 1990 (o)
1821 Portal 468 3,821 4,289 469 1986 (o)
1820 Portal 899 5,331 6,230 485 1982 (o)
4845 Governers Way 824 4,618 5,442 431 1988 (o)
8900 Yellow Brick Road 475 2,813 3,288 258 1982 (o)
7476 New Ridge 401 2,334 2,735 220 1987 (o)
1328 Charwood Road 715 4,851 5,566 421 1986 (o)
8779 Greenwood Place 727 4,041 4,768 236 1978 (o)
1350 Blair Drive 314 1,773 2,087 56 1991 (o)
1360 Blair Drive 331 1,893 2,224 47 1991 (o)
1370 Blair Drive 394 2,266 2,660 56 1991 (o)
9020 Mendenhall Court 535 3,038 3,573 13 1981 (o)
CENTRAL PENNSYLVANIA
125 East Kensinger Drive 1,344 2,841 4,185 53 2000 (o)
CHICAGO
2300 Hammond Drive 445 2,324 2,769 1,709 1970 (o)
3600 West Pratt Avenue 1,050 6,739 7,789 1,250 1953/88 (o)
6750 South Sayre Avenue 224 1,673 1,897 280 1975 (o)
585 Slawin Court 611 3,515 4,126 614 1992 (o)
2300 Windsor Court 696 4,572 5,268 1,072 1986 (o)
3505 Thayer Court 430 2,515 2,945 479 1989 (o)
3600 Thayer Court 636 3,869 4,505 836 1989 (o)
736-776 Industrial Drive 349 2,927 3,276 705 1975 (o)
305-311 Era Drive 205 1,296 1,501 271 1978 (o)
4330 South Racine Avenue 468 2,107 2,575 1,487 1978 (o)
12241 Melrose Street 469 2,879 3,348 546 1969 (o)
301 Alice 225 1,324 1,549 194 1965 (o)
410 W 169th Street 476 2,880 3,356 413 1974 (o)
11939 S Central Avenue 1,229 8,237 9,466 847 1972 (o)
S-2
Costs
Capitalized
Subsequent to
(b) Acquisition or
Initial Cost Completion
Location (a) ------------------------- and Valuation
Building Address (City/State) Encumbrances Land Buildings Provision
- ---------------- ------------ ------------ ------- ----------- ---------
Atlanta
405 East Shawmut La Grange, IL 368 2,083 35
1010-50 Sesame Street Bensenville, IL 979 5,546 399
5555 West 70th Place Bedford Park, IL 146 829 289
3200-3250 South St. Louis (h) Chicago, IL 110 625 988
3110-3130 South St. Louis Chicago, IL 115 650 51
7301 South Hamlin Chicago, IL 149 846 342
7401 South Pulaski Chicago, IL 664 3,763 1,126
7501 S. Pulaski Chicago, IL 360 2,038 975
385 Fenton Lane West Chicago, IL 868 4,918 169
335 Crossroad Parkway Bolingbrook, IL 1,560 8,840 996
10435 Seymour Avenue Franklin Park, IL 181 1,024 623
905 Paramount Batavia, IL 243 1,375 362
1005 Paramount Batavia, IL 282 1,600 343
34-45 Lake Street Northlake, IL 440 2,491 273
2120-24 Roberts Broadview, IL 220 1,248 226
4309 South Morgan Street Chicago, IL 750 4,150 666
405-17 University Drive Arlington Hgts, IL 265 1,468 144
3575 Stern Avenue St. Charles, IL 431 2,386 50
3810 Stern Avenue St. Charles, IL 589 3,262 46
315 Kirk road St. Charles, IL 1,404 7,774 104
550 Business Center Drive Mount Prospect, IL 266 1,473 106
700 Business Center Drive Mount Prospect, IL 270 1,492 121
555 Business Center Drive Mount Prospect, IL 241 1,336 114
800 Business Center Drive Mount Prospect, IL 631 3,493 234
580 Slawin Court Mount Prospect, IL 233 1,292 140
1150 Feehanville Drive Mount Prospect, IL 260 1,437 103
851 Feehanville Drive Mount Prospect, IL 269 1,487 94
1200 Business Center Drive Mount Prospect, IL 765 4,237 378
1331 Business Center Drive Mount Prospect, IL 235 1,303 133
1601 Feehanville Drive Mount Prospect, IL 434 2,402 274
3627 Stern Avenue St. Charles, IL 187 1,034 15
301-329 Airport Blvd North Aurora, IL 570 3,156 177
19W661 101st Street Lemont, IL 1,200 6,643 58
19W751 101st Street Lemont, IL 789 4,368 31
1661 Feehanville Drive Mount Prospect, IL 985 5,455 390
CINCINNATI
9900-9970 Princeton Cincinnati, OH (c) 545 3,088 1,144
2940 Highland Avenue Cincinnati, OH (c) 1,717 9,730 1,357
4700-4750 Creek Road Cincinnati, OH (c) 1,080 6,118 741
12072 Best Place Springboro, OH 426 - 3,327
901 Pleasant Valley Drive Springboro, OH 304 1,721 301
4440 Mulhauser Road Cincinnati, OH 1,067 39 5,116
4434 Mulhauser Road Cincinnati, OH 444 16 4,347
9449 Glades Drive Hamilton, OH 464 - 3,744
CLEVELAND
6675 Parkland Blvd Cleveland, OH 548 3,103 173
COLUMBUS
3800 Lockbourne Industrial Parkway (s) Columbus, OH 1,133 6,421 68
3880 Groveport Road (s) Columbus, OH 2,145 12,154 (920)
1819 North Walcutt Road (s) Columbus, OH 810 4,590 (901)
4300 Cemetery Road (s) Hilliard, OH 1,103 6,248 (1,685)
4115 Leap Road (h) Hilliard, OH 758 4,297 164
3300 Lockbourne Columbus, OH 708 3,920 253
DALLAS
1275-1281 Roundtable Drive Dallas, TX 148 839 4
2406-2416 Walnut Ridge Dallas, TX 178 1,006 135
12750 Perimiter Drive Dallas, TX 638 3,618 209
1324-1343 Roundtable Drive Dallas, TX 178 1,006 276
1405-1409 Avenue II East Grand Prairie, TX 93 530 125
2651-2677 Manana Dallas, TX 266 1,510 331
2401-2419 Walnut Ridge Dallas, TX 148 839 46
4248-4252 Simonton Farmers Ranch, TX 888 5,032 389
900-906 Great Southwest Pkwy Arlington, TX 237 1,342 418
2179 Shiloh Road Garland, TX 251 1,424 63
2159 Shiloh Road Garland, TX 108 610 44
2701 Shiloh Road Garland, TX 818 4,636 825
12784 Perimeter Drive (i) Dallas, TX 350 1,986 491
3000 West Commerce Dallas, TX 456 2,584 504
3030 Hansboro Dallas, TX 266 1,510 452
5222 Cockrell Hill Dallas, TX 296 1,677 381
405-407 113th Arlington, TX 181 1,026 101
816 111th Street Arlington, TX 251 1,421 62
1017-25 Jacksboro Highway Fort Worth, TX 97 537 164
Gross Amount Carried
At Close of Period 12/31/01
---------------------------------------- Accumulated
Building and Depreciation Year Built/ Depreciable
Land Improvements Total 12/31/01 Renovated Lives (Years)
Building Address ---- ------------ ----- -------- --------- -------------
- ----------------
Atlanta
405 East Shawmut 369 2,117 2,486 247 1965 (o)
1010-50 Sesame Street 1,003 5,921 6,924 576 1976 (o)
5555 West 70th Place 157 1,107 1,264 101 1973 (o)
3200-3250 South St. Louis (h) 113 1,610 1,723 427 1968 (o)
3110-3130 South St. Louis 117 699 816 78 1968 (o)
7301 South Hamlin 151 1,186 1,337 109 1975/1986 (o)
7401 South Pulaski 669 4,884 5,553 505 1975/1986 (o)
7501 S. Pulaski 318 3,055 3,373 356 1975/1986 (o)
385 Fenton Lane 884 5,071 5,955 503 1990 (o)
335 Crossroad Parkway 1,599 9,797 11,396 1,049 1996 (o)
10435 Seymour Avenue 190 1,638 1,828 180 1967/1974 (o)
905 Paramount 252 1,728 1,980 165 1977 (o)
1005 Paramount 293 1,932 2,225 189 1978 (o)
34-45 Lake Street 455 2,749 3,204 265 1978 (o)
2120-24 Roberts 229 1,465 1,694 160 1960 (o)
4309 South Morgan Street 784 4,782 5,566 435 1975 (o)
405-17 University Drive 267 1,610 1,877 145 1977/1978 (o)
3575 Stern Avenue 436 2,431 2,867 65 1979/1984 (o)
3810 Stern Avenue 596 3,301 3,897 89 1985 (o)
315 Kirk road 1,420 7,862 9,282 213 1969/1995 (o)
550 Business Center Drive 282 1,563 1,845 42 1984 (o)
700 Business Center Drive 288 1,595 1,883 43 1980 (o)
555 Business Center Drive 252 1,439 1,691 38 1981 (o)
800 Business Center Drive 666 3,692 4,358 99 1988/1999 (o)
580 Slawin Court 254 1,411 1,665 38 1985 (o)
1150 Feehanville Drive 273 1,527 1,800 41 1983 (o)
851 Feehanville Drive 283 1,567 1,850 42 1983 (o)
1200 Business Center Drive 814 4,566 5,380 126 1988/2000 (o)
1331 Business Center Drive 255 1,416 1,671 38 1985 (o)
1601 Feehanville Drive 468 2,642 3,110 70 1986/2000 (o)
3627 Stern Avenue 189 1,047 1,236 28 1979 (o)
301-329 Airport Blvd 593 3,310 3,903 48 1997 (o)
19W661 101st Street 1,206 6,695 7,901 42 1988 (o)
19W751 101st Street 794 4,394 5,188 27 1991 (o)
1661 Feehanville Drive 1,044 5,786 6,830 156 1986 (o)
CINCINNATI
9900-9970 Princeton 566 4,211 4,777 666 1970 (o)
2940 Highland Avenue 1,772 11,032 12,804 1,692 1969/1974 (o)
4700-4750 Creek Road 1,109 6,830 7,939 1,057 1960 (o)
12072 Best Place 443 3,310 3,753 490 1984 (o)
901 Pleasant Valley Drive 316 2,010 2,326 240 1984 (o)
4440 Mulhauser Road 655 5,567 6,222 472 1999 (o)
4434 Mulhauser Road 463 4,344 4,807 178 1999 (o)
9449 Glades Drive 1 4,207 4,208 167 1999 (o)
CLEVELAND
6675 Parkland Blvd 571 3,253 3,824 427 1991 (o)
COLUMBUS
3800 Lockbourne Industrial
Parkway (s) 1,041 6,581 7,622 1,071 1986 (o)
3880 Groveport Road (s) 1,955 11,424 13,379 1,859 1986 (o)
1819 North Walcutt Road (s) 637 3,862 4,499 588 1973 (o)
4300 Cemetery Road (s) 875 4,791 5,666 653 1968 (o)
4115 Leap Road (h) 756 4,463 5,219 407 1977 (o)
3300 Lockbourne 710 4,171 4,881 354 1964 (o)
DALLAS
1275-1281 Roundtable Drive 117 874 991 92 1966 (o)
2406-2416 Walnut Ridge 183 1,136 1,319 108 1978 (o)
12750 Perimiter Drive 660 3,805 4,465 393 1979 (o)
1324-1343 Roundtable Drive 184 1,276 1,460 158 1972 (o)
1405-1409 Avenue II East 98 650 748 72 1969 (o)
2651-2677 Manana 275 1,832 2,107 170 1966 (o)
2401-2419 Walnut Ridge 153 880 1,033 89 1978 (o)
4248-4252 Simonton 920 5,389 6,309 566 1973 (o)
900-906 Great Southwest Pkwy 270 1,727 1,997 151 1972 (o)
2179 Shiloh Road 256 1,482 1,738 149 1982 (o)
2159 Shiloh Road 110 652 762 67 1982 (o)
2701 Shiloh Road 923 5,356 6,279 555 1981 (o)
12784 Perimeter Drive (i) 396 2,431 2,827 242 1981 (o)
3000 West Commerce 469 3,075 3,544 277 1980 (o)
3030 Hansboro 276 1,952 2,228 209 1971 (o)
5222 Cockrell Hill 306 2,048 2,354 185 1973 (o)
405-407 113th 185 1,123 1,308 146 1969 (o)
816 111th Street 258 1,476 1,734 154 1972 (o)
1017-25 Jacksboro Highway 103 695 798 47 1970 (o)
S-3
Costs
Capitalized
Subsequent to
(b) Acquisition or
Initial Cost Completion
Location (a) ------------------------- and Valuation
Building Address (City/State) Encumbrances Land Buildings Provision
- ---------------- ------------ ------------ ------- ----------- ---------
7341 Dogwood Park Richland Hills, TX 79 435 51
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 61
7339-41 Tower Street Richland Hills, TX 98 541 57
7437-45 Tower Street Richland Hills, TX 102 563 58
7331-59 Airport Freeway Richland Hills, TX 354 1,958 193
7338-60 Dogwood Park Richland Hills, TX 106 587 81
7450-70 Dogwood Park Richland Hills, TX 106 584 90
7423-49 Airport Freeway Richland Hills, TX 293 1,621 406
7400 Whitehall Street Richland Hills, TX 109 603 113
1602-1654 Terre Colony Dallas, TX 458 2,596 123
3330 Duncanville Road Dallas, TX 197 1,114 17
2001 110th Street Grand Prairie, TX 287 1,624 334
6851-6909 Snowden Road Fort Worth, TX 1,025 5,810 228
2351-2355 Merritt Drive Garland, TX 101 574 10
10575 Vista Park Dallas, TX 366 2,074 32
701-735 North Plano Road Richardson, TX 696 3,944 70
2259 Merritt Drive Garland, TX 96 544 43
2260 Merritt Drive Garland, TX 319 1,806 29
2220 Merritt Drive Garland, TX 352 1,993 34
2010 Merritt Drive Garland, TX 350 1,981 157
2363 Merritt Drive Garland, TX 73 412 7
2447 Merritt Drive Garland, TX 70 395 7
2465-2475 Merritt Drive Garland, TX 91 514 8
2485-2505 Merritt Drive Garland, TX 431 2,440 39
17919 Waterview Parkway Dallas, TX 833 4,718 92
2081 Hutton Drive - Bldg 1 (i) Carrolton, TX 448 2,540 92
2150 Hutton Drive Carrolton, TX 192 1,089 102
2110 Hutton Drive Carrolton, TX 374 2,117 54
2025 McKenzie Drive Carrolton, TX 437 2,478 31
2019 McKenzie Drive Carrolton, TX 502 2,843 35
1420 Valwood Parkway - Bldg 1 (h) Carrolton, TX 460 2,608 61
1620 Valwood Parkway (i) Carrolton, TX 1,089 6,173 141
1505 Luna Road - Bldg II Carrolton, TX 167 948 11
1625 West Crosby Road Carrolton, TX 617 3,498 536
2029-2035 McKenzie Drive Carrolton, TX 330 1,870 144
1840 Hutton Drive (h) Carrolton, TX 811 4,597 53
1420 Valwood Pkwy - Bldg II Carrolton, TX 373 2,116 26
2015 McKenzie Drive Carrolton, TX 510 2,891 37
2105 McDaniel Drive Carrolton, TX 502 2,844 34
2009 McKenzie Drive Carrolton, TX 476 2,699 84
1505 Luna Road - Bldg I Carrolton, TX 521 2,953 55
1505 Luna Road - Bldg III Carrolton, TX 658 3,728 289
2104 Hutton Drive Carrolton, TX 246 1,393 19
DAYTON
6094-6104 Executive Blvd Dayton, OH 181 1,025 136
6202-6220 Executive Blvd Dayton, OH 268 1,521 113
6268-6294 Executive Blvd Dayton, OH 255 1,444 174
5749-5753 Executive Blvd Dayton, OH 50 282 91
6230-6266 Executive Blvd Dayton, OH 271 1,534 364
2200-2224 Sandridge Road Moriane, OH 218 1,233 96
8119-8137 Uehling Lane Dayton, OH 103 572 43
DENVER
7100 North Broadway - 1 Denver, CO 201 1,141 274
7100 North Broadway - 2 Denver, CO 203 1,150 281
7100 North Broadway - 3 Denver, CO 139 787 95
7100 North Broadway - 5 Denver, CO 180 1,018 133
7100 North Broadway - 6 Denver, CO 269 1,526 200
20100 East 32nd Avenue Parkway Aurora, CO 333 1,888 286
15700-15820 West 6th Avenue Golden, Co 333 1,887 94
15850-15884 West 6th Avenue Golden, Co 201 1,139 55
5454 Washington Denver, CO 154 873 79
700 West 48th Street Denver, CO 302 1,711 129
702 West 48th Street Denver, CO 135 763 161
6425 North Washington Denver, CO 374 2,118 194
3370 North Peoria Street Aurora, CO 163 924 175
3390 North Peoria Street Aurora, CO 145 822 39
3508-3538 North Peoria Street Aurora, CO 260 1,472 72
3568 North Peoria Street Aurora, CO 222 1,260 109
4785 Elati Denver, CO 173 981 104
4770 Fox Street Denver, CO 132 750 50
1550 W. Evans Denver, CO 388 2,200 262
3751-71 Revere Street Denver, CO 262 1,486 72
3871 Revere Denver, CO 361 2,047 58
Gross Amount Carried
At Close of Period 12/31/01
---------------------------------------- Accumulated
Building and Depreciation Year Built/ Depreciable
Land Improvements Total 12/31/01 Renovated Lives (Years)
Building Address ---- ------------ ----- -------- --------- -------------
- ----------------
7341 Dogwood Park 84 481 565 37 1973 (o)
7427 Dogwood Park 102 595 697 46 1973 (o)
7348-54 Tower Street 94 549 643 43 1978 (o)
7370 Dogwood Park 96 559 655 43 1987 (o)
7339-41 Tower Street 104 592 696 47 1980 (o)
7437-45 Tower Street 108 615 723 48 1977 (o)
7331-59 Airport Freeway 372 2,133 2,505 179 1987 (o)
7338-60 Dogwood Park 112 662 774 60 1978 (o)
7450-70 Dogwood Park 112 668 780 71 1985 (o)
7423-49 Airport Freeway 308 2,012 2,320 169 1985 (o)
7400 Whitehall Street 115 710 825 68 1981 (o)
1602-1654 Terre Colony 468 2,709 3,177 131 1987 (o)
3330 Duncanville Road 199 1,129 1,328 35 1973/93 (o)
2001 110th Street 290 1,955 2,245 52 1985/86 (o)
6851-6909 Snowden Road 1,038 6,025 7,063 218 1986 (o)
2351-2355 Merritt Drive 103 582 685 18 1988 (o)
10575 Vista Park 371 2,101 2,472 66 1972/94 (o)
701-735 North Plano Road 705 4,005 4,710 125 1986 (o)
2259 Merritt Drive 97 586 683 27 1986/99 (o)
2260 Merritt Drive 323 1,831 2,154 57 1986/2000 (o)
2220 Merritt Drive 356 2,023 2,379 63 1986 (o)
2010 Merritt Drive 354 2,134 2,488 79 1986 (o)
2363 Merritt Drive 74 418 492 13 1986 (o)
2447 Merritt Drive 71 401 472 13 1986 (o)
2465-2475 Merritt Drive 92 521 613 16 1986 (o)
2485-2505 Merritt Drive 436 2,474 2,910 77 1987 (o)
17919 Waterview Parkway 843 4,800 5,643 152 1986 (o)
2081 Hutton Drive - Bldg 1 (i) 453 2,627 3,080 67 1981 (o)
2150 Hutton Drive 194 1,189 1,383 29 1980 (o)
2110 Hutton Drive 377 2,168 2,545 54 1985 (o)
2025 McKenzie Drive 442 2,504 2,946 63 1985 (o)
2019 McKenzie Drive 507 2,873 3,380 72 1985 (o)
1420 Valwood Parkway - Bldg 1 (h) 466 2,663 3,129 68 1986 (o)
1620 Valwood Parkway (i) 1,100 6,303 7,403 156 1986 (o)
1505 Luna Road - Bldg II 169 957 1,126 24 1988 (o)
1625 West Crosby Road 631 4,020 4,651 133 1988 (o)
2029-2035 McKenzie Drive 333 2,011 2,344 45 1985 (o)
1840 Hutton Drive (h) 819 4,642 5,461 106 1986 (o)
1420 Valwood Pkwy - Bldg II 377 2,138 2,515 49 1986 (o)
2015 McKenzie Drive 516 2,922 3,438 67 1986 (o)
2105 McDaniel Drive 507 2,873 3,380 60 1986 (o)
2009 McKenzie Drive 481 2,778 3,259 69 1987 (o)
1505 Luna Road - Bldg I 529 3,000 3,529 62 1988 (o)
1505 Luna Road - Bldg III 664 4,011 4,675 97 1988 (o)
2104 Hutton Drive 249 1,409 1,658 35 1990 (o)
DAYTON
6094-6104 Executive Blvd 184 1,158 1,342 182 1975 (o)
6202-6220 Executive Blvd 275 1,627 1,902 233 1976 (o)
6268-6294 Executive Blvd 262 1,611 1,873 257 1989 (o)
5749-5753 Executive Blvd 53 370 423 83 1975 (o)
6230-6266 Executive Blvd 280 1,889 2,169 359 1979 (o)
2200-2224 Sandridge Road 223 1,324 1,547 163 1983 (o)
8119-8137 Uehling Lane 103 615 718 48 1978 (o)
DENVER
7100 North Broadway - 1 215 1,401 1,616 193 1978 (o)
7100 North Broadway - 2 204 1,430 1,634 204 1978 (o)
7100 North Broadway - 3 140 881 1,021 121 1978 (o)
7100 North Broadway - 5 178 1,153 1,331 182 1978 (o)
7100 North Broadway - 6 271 1,724 1,995 230 1978 (o)
20100 East 32nd Avenue Parkway 314 2,193 2,507 446 1997 (o)
15700-15820 West 6th Avenue 318 1,996 2,314 226 1978 (o)
15850-15884 West 6th Avenue 206 1,189 1,395 131 1978 (o)
5454 Washington 156 950 1,106 128 1985 (o)
700 West 48th Street 307 1,835 2,142 209 1984 (o)
702 West 48th Street 139 920 1,059 139 1984 (o)
6425 North Washington 385 2,301 2,686 251 1983 (o)
3370 North Peoria Street 163 1,099 1,262 199 1978 (o)
3390 North Peoria Street 147 859 1,006 102 1978 (o)
3508-3538 North Peoria Street 264 1,540 1,804 184 1978 (o)
3568 North Peoria Street 225 1,366 1,591 181 1978 (o)
4785 Elati 175 1,083 1,258 137 1972 (o)
4770 Fox Street 134 798 932 93 1972 (o)
1550 W. Evans 385 2,465 2,850 254 1975 (o)
3751-71 Revere Street 267 1,553 1,820 176 1980 (o)
3871 Revere 368 2,098 2,466 223 1980 (o)
S-4
Costs
Capitalized
Subsequent to
(b) Acquisition or
Initial Cost Completion
Location (a) ------------------------- and Valuation
Building Address (City/State) Encumbrances Land Buildings Provision
- ---------------- ------------ ------------ ------- ----------- ---------
5454 Havana Street Denver, CO 204 1,156 36
5500 Havana Street Denver, CO 167 946 20
4570 Ivy Street Denver, CO 219 1,239 198
5855 Stapleton Drive North Denver, CO 288 1,630 74
5885 Stapleton Drive North Denver, CO 376 2,129 124
5200-5280 North Broadway Denver, CO 169 960 113
5977-5995 North Broadway Denver, CO 268 1,518 40
2952-5978 North Broadway Denver, CO 414 2,346 532
6400 North Broadway Denver, CO 318 1,804 90
875 Parfer Street Lakewood, CO 288 1,633 101
4721 Ironton Street Denver, CO 232 1,313 688
833 Parfer Street Lakewood, CO 196 1,112 67
11005 West 8th Avenue Lakewood, CO 102 580 58
7100 North Broadway - 7 Denver, CO 215 1,221 224
7100 North Broadway - 8 Denver, CO 79 448 203
6804 East 48th Avenue Denver, CO 253 1,435 83
445 Bryant Street Denver, CO 1,831 10,219 1,223
East 47th Drive - A Denver, CO 474 2,689 121
7025 South Revere Parkway Denver, CO 558 3,177 174
9500 West 49th Street - A Wheatridge, CO 283 1,625 20
9500 West 49th Street - B Wheatridge, CO 225 1,272 16
9500 West 49th Street - C Wheatridge, CO 602 3,409 17
9500 West 49th Street - D Wheatridge, CO 271 1,537 172
8100 South Park Way - A Littleton, CO 442 2,507 314
8100 South Park Way - B Littleton, CO 103 582 155
8100 South Park Way - C Littleton, CO 568 3,219 159
451-591 East 124th Avenue Littleton, CO 383 2,145 36
608 Garrison Street Lakewood, CO 265 1,501 258
610 Garrison Street Lakewood, CO 264 1,494 281
1111 West Evans (A&C) Denver, CO 233 1,321 119
1111 West Evans (B) Denver, CO 30 169 5
15000 West 6th Avenue Golden, Co 913 5,174 456
14998 West 6th Avenue Bldg E Golden, Co 565 3,199 84
14998 West 6th Avenue Bldg F Englewood, CO 269 1,525 152
12503 East Euclid Drive Denver, CO 1,219 6,905 318
6547 South Racine Circle Denver, CO 748 4,241 288
7800 East Iliff Avenue Denver, CO 188 1,067 38
2369 South Trenton Way Denver, CO 292 1,656 175
2370 South Trenton Way Denver, CO 200 1,132 113
2422 S. Trenton Way Denver, CO 241 1,364 94
2452 South Trenton Way Denver, CO 421 2,386 96
651 Topeka Way Denver, CO 194 1,099 58
680 Atchinson Way Denver, CO 194 1,099 46
8122 South Park Lane - A Littleton, CO 394 2,232 190
8122 South Park Lane - B Littleton, CO 186 1,054 43
1600 South Abilene Aurora, CO 465 2,633 56
1620 South Abilene Aurora, CO 268 1,520 108
1640 South Abilene Aurora, CO 368 2,085 82
13900 East Florida Ave Aurora, CO 189 1,071 62
4301 South Federal Boulevard Englewood, CO 237 1,341 81
14401-14492 East 33rd Place Aurora, CO 445 2,519 175
11701 East 53rd Avenue Denver, CO 416 2,355 62
5401 Oswego Street Denver, CO 273 1,547 125
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 51
14818 West 6th Avenue Bldg A Golden, Co 494 2,799 224
14828 West 6th Avenue Bldg B Golden, Co 519 2,942 182
12055 E. 49th Ave/4955 Peoria Denver, CO 298 1,688 305
4940-4950 Paris Denver, CO 152 861 41
4970 Paris Denver, CO 95 537 41
5010 Paris Denver, CO 89 505 19
7367 South Revere Parkway Englewood, CO 926 5,124 158
10311 W. Hampden Ave Lakewood, CO 577 2,984 201
9197 6th Avenue Lakewood, CO 375 - 2,543
8200 East Park Meadows Drive (h) Lone Tree, CO 1,297 7,348 256
3250 Quentin (h) Aurora, CO 1,220 6,911 78
11585 E. 53rd Ave. (h) Denver, CO 1,770 10,030 54
10500 East 54th Ave. (i) Denver, CO 1,253 7,098 41
DES MOINES
4121 McDonald Avenue (s) Des Moines, IA 390 2,931 654
4141 McDonald Avenue (s) Des Moines, IA 706 5,518 (122)
4161 McDonald Avenue (s) Des Moines, IA 389 3,046 655
DETROIT
238 Executive Drive Troy, MI 52 173 479
Gross Amount Carried
At Close of Period 12/31/01
---------------------------------------- Accumulated
Building and Depreciation Year Built/ Depreciable
Land Improvements Total 12/31/01 Renovated Lives (Years)
Building Address ---- ------------ ----- -------- --------- -------------
- ----------------
5454 Havana Street 207 1,189 1,396 126 1980 (o)
5500 Havana Street 169 964 1,133 102 1980 (o)
4570 Ivy Street 220 1,436 1,656 181 1985 (o)
5855 Stapleton Drive North 290 1,702 1,992 187 1985 (o)
5885 Stapleton Drive North 380 2,249 2,629 252 1985 (o)
5200-5280 North Broadway 171 1,071 1,242 125 1977 (o)
5977-5995 North Broadway 271 1,555 1,826 171 1978 (o)
2952-5978 North Broadway 422 2,870 3,292 299 1978 (o)
6400 North Broadway 325 1,887 2,212 198 1982 (o)
875 Parfer Street 293 1,729 2,022 182 1975 (o)
4721 Ironton Street 236 1,997 2,233 158 1969 (o)
833 Parfer Street 199 1,176 1,375 126 1974 (o)
11005 West 8th Avenue 104 636 740 76 1974 (o)
7100 North Broadway - 7 217 1,443 1,660 188 1985 (o)
7100 North Broadway - 8 80 650 730 90 1985 (o)
6804 East 48th Avenue 256 1,515 1,771 159 1973 (o)
445 Bryant Street 1,829 11,444 13,273 1,084 1960 (o)
East 47th Drive - A 441 2,843 3,284 425 1997 (o)
7025 South Revere Parkway 565 3,344 3,909 457 1997 (o)
9500 West 49th Street - A 286 1,642 1,928 210 1997 (o)
9500 West 49th Street - B 226 1,287 1,513 143 1997 (o)
9500 West 49th Street - C 600 3,428 4,028 386 1997 (o)
9500 West 49th Street - D 246 1,734 1,980 263 1997 (o)
8100 South Park Way - A 423 2,840 3,263 497 1997 (o)
8100 South Park Way - B 104 736 840 170 1984 (o)
8100 South Park Way - C 575 3,371 3,946 352 1984 (o)
451-591 East 124th Avenue 383 2,181 2,564 235 1979 (o)
608 Garrison Street 267 1,757 2,024 199 1984 (o)
610 Garrison Street 266 1,773 2,039 197 1984 (o)
1111 West Evans (A&C) 236 1,437 1,673 148 1986 (o)
1111 West Evans (B) 30 174 204 19 1986 (o)
15000 West 6th Avenue 916 5,627 6,543 620 1985 (o)
14998 West 6th Avenue Bldg E 568 3,280 3,848 372 1995 (o)
14998 West 6th Avenue Bldg F 271 1,675 1,946 238 1995 (o)
12503 East Euclid Drive 1,208 7,234 8,442 849 1986 (o)
6547 South Racine Circle 739 4,538 5,277 628 1996 (o)
7800 East Iliff Avenue 190 1,103 1,293 127 1983 (o)
2369 South Trenton Way 294 1,829 2,123 214 1983 (o)
2370 South Trenton Way 201 1,244 1,445 160 1983 (o)
2422 S. Trenton Way 243 1,456 1,699 159 1983 (o)
2452 South Trenton Way 426 2,477 2,903 278 1983 (o)
651 Topeka Way 198 1,153 1,351 118 1985 (o)
680 Atchinson Way 198 1,141 1,339 115 1985 (o)
8122 South Park Lane - A 398 2,418 2,816 286 1986 (o)
8122 South Park Lane - B 188 1,095 1,283 119 1986 (o)
1600 South Abilene 467 2,687 3,154 290 1986 (o)
1620 South Abilene 270 1,626 1,896 199 1986 (o)
1640 South Abilene 382 2,153 2,535 230 1986 (o)
13900 East Florida Ave 190 1,132 1,322 125 1986 (o)
4301 South Federal Boulevard 239 1,420 1,659 180 1997 (o)
14401-14492 East 33rd Place 440 2,699 3,139 307 1979 (o)
11701 East 53rd Avenue 422 2,411 2,833 257 1985 (o)
5401 Oswego Street 278 1,667 1,945 201 1985 (o)
3811 Joliet 752 4,280 5,032 320 1977 (o)
2630 West 2nd Avenue 51 291 342 32 1970 (o)
2650 West 2nd Avenue 223 1,301 1,524 142 1970 (o)
14818 West 6th Avenue Bldg A 468 3,049 3,517 404 1985 (o)
14828 West 6th Avenue Bldg B 503 3,140 3,643 393 1985 (o)
12055 E. 49th Ave/4955 Peoria 305 1,986 2,291 240 1984 (o)
4940-4950 Paris 156 898 1,054 89 1984 (o)
4970 Paris 97 576 673 59 1984 (o)
5010 Paris 91 522 613 52 1984 (o)
7367 South Revere Parkway 934 5,274 6,208 544 1997 (o)
10311 W. Hampden Ave 578 3,184 3,762 231 1999 (o)
9197 6th Avenue 375 2,543 2,918 29 2000 (o)
8200 East Park Meadows Drive (h) 1,304 7,597 8,901 205 1984 (o)
3250 Quentin (h) 1,230 6,979 8,209 189 1984/2000 (o)
11585 E. 53rd Ave. (h) 1,780 10,074 11,854 61 1984 (o)
10500 East 54th Ave. (i) 1,260 7,132 8,392 44 1986 (o)
DES MOINES
4121 McDonald Avenue (s) 402 3,573 3,975 502 1977 (o)
4141 McDonald Avenue (s) 649 5,453 6,102 961 1976 (o)
4161 McDonald Avenue (s) 443 3,647 4,090 660 1979 (o)
DETROIT
238 Executive Drive 100 604 704 376 1973 (o)
S-5
Costs
Capitalized
Subsequent to
(b) Acquisition or
Initial Cost Completion
Location (a) ------------------------- and Valuation
Building Address (City/State) Encumbrances Land Buildings Provision
- ---------------- ------------ ------------ ------- ----------- ---------
256 Executive Drive Troy, MI 44 146 442
301 Executive Drive Troy, MI 71 293 614
449 Executive Drive Troy, MI 125 425 959
501 Executive Drive Troy, MI 71 236 644
451 Robbins Drive Troy, MI 96 448 990
800 Stephenson Highway Troy, MI 558 2,341 2,203
1035 Crooks Road Troy, MI 114 414 543
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 1,154
1788 Northwood Drive Troy, MI 50 196 461
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 1,345
2277 Elliott Avenue Troy, MI 48 188 515
2451 Elliott Avenue Troy, MI 78 319 839
2730 Research Drive Rochester Hills, MI 915 4,215 717
2791 Research Drive Rochester Hills, MI 557 2,731 288
2871 Research Drive Rochester Hills, MI 324 1,487 378
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 149 671 154
2930 Technology Drive Rochester Hills, MI 131 594 386
2950 Technology Drive Rochester Hills, MI 178 819 303
23014 Commerce Drive Farmington Hills, MI 39 203 193
23028 Commerce Drive Farmington Hills, MI 98 507 439
23035 Commerce Drive Farmington Hills, MI 71 355 215
23042 Commerce Drive Farmintgon Hills, MI 67 277 331
23065 Commerce Drive Farmington Hills, MI 71 408 214
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 1,024 787
23135 Commerce Drive Farmington Hills, MI 146 701 283
23163 Commerce Drive Farmington Hills, MI 111 513 318
23177 Commerce Drive Farmington Hills, MI 175 1,007 747
23206 Commerce Drive Farmington Hills, MI 125 531 625
23290 Commerce Drive Farmington Hills, MI 124 707 640
23370 Commerce Drive Farmington Hills, MI 59 233 164
21477 Bridge Street Southfield, MI 244 1,386 297
32450 N Avis Drive Madison Heights, MI 281 1,590 547
32200 N Avis Drive Madison Heights, MI 408 2,311 156
11866 Hubbard Livonia, MI 189 1,073 29
12050-12300 Hubbard (h) Livonia, MI 425 2,410 525
38220 Plymouth Road Livonia, MI 756 - 5,386
38300 Plymouth Road Livonia, MI 729 - 4,803
12707 Eckles Road Plymouth Township, MI 255 1,445 110
9300-9328 Harrison Rd Romulus, MI 147 834 166
9330-9358 Harrison Rd Romulus, MI 81 456 243
28420-28448 Highland Rd Romulus, MI 143 809 196
28450-28478 Highland Rd Romulus, MI 81 461 320
28421-28449 Highland Rd Romulus, MI 109 617 287
28451-28479 Highland Rd Romulus, MI 107 608 165
28825-28909 Highland Rd Romulus, MI 70 395 153
28933-29017 Highland Rd Romulus, MI 112 634 210
28824-28908 Highland Rd Romulus, MI 134 760 399
28932-29016 Highland Rd Romulus, MI 123 694 229
9710-9734 Harrison Rd Romulus, MI 125 706 142
9740-9772 Harrison Rd Romulus, MI 132 749 197
9840-9868 Harrison Rd Romulus, MI 144 815 160
9800-9824 Harrison Rd Romulus, MI 117 664 191
29265-29285 Airport Dr Romulus, MI 140 794 301
29185-29225 Airport Dr Romulus, MI 140 792 324
29149-29165 Airport Dr Romulus, MI 216 1,225 342
29101-29115 Airport Dr Romulus, MI 130 738 265
29031-29045 Airport Dr Romulus, MI 124 704 162
29050-29062 Airport Dr Romulus, MI 127 718 186
29120-29134 Airport Dr Romulus, MI 161 912 410
29200-29214 Airport Dr Romulus, MI 170 963 342
9301-9339 Middlebelt Rd Romulus, MI 124 703 155
26980 Trolley Industrial Drive Taylor, MI 450 2,550 797
12050-12200 Farmington Road Livonia, MI 201 1,115 224
Gross Amount Carried
At Close of Period 12/31/01
---------------------------------------- Accumulated
Building and Depreciation Year Built/ Depreciable
Land Improvements Total 12/31/01 Renovated Lives (Years)
Building Address ---- ------------ ----- -------- --------- -------------
- ----------------
256 Executive Drive 85 547 632 313 1974 (o)
301 Executive Drive 133 845 978 503 1974 (o)
449 Executive Drive 218 1,291 1,509 728 1975 (o)
501 Executive Drive 129 822 951 348 1984 (o)
451 Robbins Drive 192 1,342 1,534 772 1975 (o)
800 Stephenson Highway 654 4,448 5,102 2,497 1979 (o)
1035 Crooks Road 143 928 1,071 498 1980 (o)
1095 Crooks Road 360 2,006 2,366 912 1986 (o)
1416 Meijer Drive 121 757 878 393 1980 (o)
1624 Meijer Drive 373 2,264 2,637 1,051 1984 (o)
1972 Meijer Drive 372 1,965 2,337 891 1985 (o)
1621 Northwood Drive 215 1,260 1,475 828 1977 (o)
1707 Northwood Drive 239 1,272 1,511 632 1983 (o)
1788 Northwood Drive 103 604 707 383 1977 (o)
1821 Northwood Drive 220 1,178 1,398 723 1977 (o)
1826 Northwood Drive 103 554 657 338 1977 (o)
1864 Northwood Drive 107 609 716 370 1977 (o)
1921 Northwood Drive 291 1,778 2,069 1,039 1977 (o)
2277 Elliott Avenue 104 647 751 353 1975 (o)
2451 Elliott Avenue 164 1,072 1,236 671 1974 (o)
2730 Research Drive 903 4,944 5,847 2,178 1988 (o)
2791 Research Drive 560 3,016 3,576 1,258 1991 (o)
2871 Research Drive 327 1,862 2,189 732 1991 (o)
2911 Research Drive 504 2,534 3,038 1,067 1992 (o)
3011 Research Drive 457 2,453 2,910 1,084 1988 (o)
2870 Technology Drive 279 1,495 1,774 660 1988 (o)
2900 Technology Drive 219 1,464 1,683 687 1992 (o)
2920 Technology Drive 153 821 974 331 1992 (o)
2930 Technology Drive 138 973 1,111 393 1991 (o)
2950 Technology Drive 185 1,115 1,300 488 1991 (o)
23014 Commerce Drive 56 379 435 171 1983 (o)
23028 Commerce Drive 125 919 1,044 495 1983 (o)
23035 Commerce Drive 93 548 641 252 1983 (o)
23042 Commerce Drive 89 586 675 307 1983 (o)
23065 Commerce Drive 93 600 693 269 1983 (o)
23070 Commerce Drive 125 1,097 1,222 530 1983 (o)
23079 Commerce Drive 79 511 590 241 1983 (o)
23093 Commerce Drive 295 1,727 2,022 825 1983 (o)
23135 Commerce Drive 158 972 1,130 431 1986 (o)
23163 Commerce Drive 138 804 942 348 1986 (o)
23177 Commerce Drive 254 1,675 1,929 768 1986 (o)
23206 Commerce Drive 137 1,144 1,281 621 1985 (o)
23290 Commerce Drive 210 1,261 1,471 654 1980 (o)
23370 Commerce Drive 66 390 456 212 1980 (o)
21477 Bridge Street 253 1,674 1,927 333 1986 (o)
32450 N Avis Drive 286 2,132 2,418 388 1974 (o)
32200 N Avis Drive 411 2,464 2,875 394 1973 (o)
11866 Hubbard 191 1,100 1,291 163 1979 (o)
12050-12300 Hubbard (h) 428 2,932 3,360 617 1981 (o)
38220 Plymouth Road 706 5,436 6,142 515 1988 (o)
38300 Plymouth Road 835 4,697 5,532 449 1997 (o)
12707 Eckles Road 267 1,543 1,810 209 1990 (o)
9300-9328 Harrison Rd 154 993 1,147 131 1978 (o)
9330-9358 Harrison Rd 85 695 780 127 1978 (o)
28420-28448 Highland Rd 149 999 1,148 139 1979 (o)
28450-28478 Highland Rd 85 777 862 125 1979 (o)
28421-28449 Highland Rd 114 899 1,013 150 1980 (o)
28451-28479 Highland Rd 112 768 880 104 1980 (o)
28825-28909 Highland Rd 73 545 618 95 1981 (o)
28933-29017 Highland Rd 117 839 956 149 1982 (o)
28824-28908 Highland Rd 140 1,153 1,293 155 1982 (o)
28932-29016 Highland Rd 128 918 1,046 180 1982 (o)
9710-9734 Harrison Rd 130 843 973 143 1987 (o)
9740-9772 Harrison Rd 138 940 1,078 190 1987 (o)
9840-9868 Harrison Rd 151 968 1,119 141 1987 (o)
9800-9824 Harrison Rd 123 849 972 122 1987 (o)
29265-29285 Airport Dr 147 1,088 1,235 133 1983 (o)
29185-29225 Airport Dr 146 1,110 1,256 165 1983 (o)
29149-29165 Airport Dr 226 1,557 1,783 202 1984 (o)
29101-29115 Airport Dr 136 997 1,133 149 1985 (o)
29031-29045 Airport Dr 130 860 990 104 1985 (o)
29050-29062 Airport Dr 133 898 1,031 121 1986 (o)
29120-29134 Airport Dr 169 1,314 1,483 200 1986 (o)
29200-29214 Airport Dr 178 1,297 1,475 154 1985 (o)
9301-9339 Middlebelt Rd 130 852 982 110 1983 (o)
26980 Trolley Industrial Drive 463 3,334 3,797 308 1997 (o)
12050-12200 Farmington Road 215 1,325 1,540 130 1973 (o)
S-6
Costs
Capitalized
Subsequent to
(b) Acquisition or
Initial Cost Completion
Location (a) ------------------------- and Valuation
Building Address (City/State) Encumbrances Land Buildings Provision
- ---------------- ------------ ------------ ------- ----------- ---------
33200 Capitol Avenue Livonia, MI 236 1,309 186
32975 Capitol Avenue Livonia, MI 135 748 93
2725 S. Industrial Highway Ann Arbor, MI 660 3,654 543
32920 Capitol Avenue Livonia, MI 76 422 86
11862 Brookfield Avenue Livonia, MI 85 471 127
11923 Brookfield Avenue Livonia, MI 120 665 459
11965 Brookfield Avenue Livonia, MI 120 665 77
34005 Schoolcraft Road Livonia, MI 107 592 86
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 92
1230 Chicago Road Troy, MI 271 1,498 142
12886 Westmore Avenue Livonia, MI 190 1,050 198
12898 Westmore Avenue Livonia, MI 190 1,050 188
33025 Industrial Road Livonia, MI 80 442 85
2002 Stephenson Highway Troy, MI 179 994 189
47711 Clipper Street Plymouth Twsp, MI 539 2,983 266
32975 Industrial Road Livonia, MI 160 887 115
32985 Industrial Road Livonia, MI 137 761 87
32995 Industrial Road Livonia, MI 160 887 90
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 1,775 186
9800 Chicago Road Troy, MI 206 1,141 103
1840 Enterprise Drive Rochester Hills, MI 573 3,170 277
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 1,790 273
800 Chicago Road Troy, MI 283 1,567 287
850 Chicago Road Troy, MI 183 1,016 168
2805 S. Industrial Highway Ann Arbor, MI 318 1,762 188
6833 Center Drive Sterling Heights, MI 467 2,583 206
22731 Newman Street Dearborn, MI 542 3,001 210
32201 North Avis Drive Madison Heights, MI 345 1,911 102
1100 East Mandoline Road Madison Heights, MI 888 4,915 964
30081 Stephenson Highway Madison Heights, MI 271 1,499 348
1120 John A. Papalas Drive (i) Lincoln Park, MI 586 3,241 599
4872 S. Lapeer Road Lake Orion Twsp, MI 1,342 5,441 238
775 James L. Hart Parkway Ypsilanti, MI 348 1,536 871
1400 Allen Drive Troy, MI 209 1,154 119
1408 Allen Drive Troy, MI 151 834 29
1305 Stephenson Hwy Troy, MI 345 1,907 77
32505 Industrial Drive Madison Heights, MI 345 1,910 44
1799-1813 Northfield Drive (h) Rochester Hills, MI 481 2,665 70
GRAND RAPIDS
2 84th Street SW (r) Grand Rapids, MI 117 685 240
100 84th Street SW (r) Grand Rapids, MI 255 1,477 (124)
511 76th Street SW (r) Grand Rapids, MI 758 4,355 (219)
553 76th Street SW (r) Grand Rapids, MI 32 191 164
555 76th Street SW (r) Grand Rapids, MI 776 4,458 (277)
2935 Walkent Court NW (r) Grand Rapids, MI 285 1,663 228
3300 Kraft Avenue SE Grand Rapids, MI 838 4,810 232
3366 Kraft Avenue SE Grand Rapids, MI 833 4,780 692
5001 Kendrick Court SE (r) Grand Rapids, MI 210 1,221 82
5050 Kendrick Court SE Grand Rapids, MI 1,721 11,433 4,581
5015 52nd Street SE Grand Rapids, MI 234 1,321 65
5025 28th Street Grand Rapids, MI 77 488 28
5079 33rd Street SE (r) Grand Rapids, MI 525 3,018 (58)
5333 33rd Street SE (r) Grand Rapids, MI 480 2,761 (88)
5130 Patterson Avenue SE (r) Grand Rapids, MI 137 793 (27)
3395 Kraft Avenue (r) Grand Rapids, MI 214 1,212 (26)
3427 Kraft Avenue (r) Grand Rapids, MI 157 892 (11)
HOUSTON
2102-2314 Edwards Street Houston, TX 348 1,973 943
4545 Eastpark Drive Houston, TX 235 1,331 204
3351 Ranch St Houston, TX 272 1,541 233
3851 Yale St Houston, TX 413 2,343 300
3337-3347 Ranch Street Houston, TX 227 1,287 281
8505 N Loop East Houston, TX 439 2,489 134
4749-4799 Eastpark Dr Houston, TX 594 3,368 719
4851 Homestead Road Houston, TX 491 2,782 486
Gross Amount Carried
At Close of Period 12/31/01
---------------------------------------- Accumulated Costs
Building and Depreciation Year Built/ Depreciable
Building Address Land Improvements Total 12/31/01 Renovated Lives (Years)
- ---------------- ---- ------------ ----- -------- --------- -------------
33200 Capitol Avenue 252 1,479 1,731 131 1977 (o)
32975 Capitol Avenue 144 832 976 80 1978 (o)
2725 S. Industrial Highway 704 4,153 4,857 498 1997 (o)
32920 Capitol Avenue 82 502 584 51 1973 (o)
11862 Brookfield Avenue 91 592 683 53 1972 (o)
11923 Brookfield Avenue 128 1,116 1,244 173 1973 (o)
11965 Brookfield Avenue 128 734 862 75 1973 (o)
34005 Schoolcraft Road 114 671 785 62 1981 (o)
13405 Stark Road 49 285 334 26 1980 (o)
1170 Chicago Road 266 1,506 1,772 135 1983 (o)
1200 Chicago Road 286 1,606 1,892 145 1984 (o)
450 Robbins Drive 178 1,000 1,178 92 1976 (o)
1230 Chicago Road 289 1,622 1,911 146 1996 (o)
12886 Westmore Avenue 202 1,236 1,438 112 1981 (o)
12898 Westmore Avenue 202 1,226 1,428 115 1981 (o)
33025 Industrial Road 85 522 607 45 1980 (o)
2002 Stephenson Highway 192 1,170 1,362 102 1986 (o)
47711 Clipper Street 575 3,213 3,788 290 1996 (o)
32975 Industrial Road 171 991 1,162 105 1984 (o)
32985 Industrial Road 147 838 985 75 1985 (o)
32995 Industrial Road 171 966 1,137 87 1983 (o)
12874 Westmore Avenue 147 876 1,023 76 1984 (o)
33067 Industrial Road 171 988 1,159 93 1984 (o)
1775 Bellingham 367 2,153 2,520 222 1987 (o)
1785 East Maple 98 584 682 52 1985 (o)
1807 East Maple 342 1,940 2,282 173 1984 (o)
9800 Chicago Road 220 1,230 1,450 111 1985 (o)
1840 Enterprise Drive 611 3,409 4,020 307 1990 (o)
1885 Enterprise Drive 223 1,254 1,477 113 1990 (o)
1935-55 Enterprise Drive 1,371 7,881 9,252 766 1990 (o)
5500 Enterprise Court 721 4,138 4,859 369 1989 (o)
750 Chicago Road 345 2,041 2,386 202 1986 (o)
800 Chicago Road 302 1,835 2,137 155 1985 (o)
850 Chicago Road 196 1,171 1,367 99 1984 (o)
2805 S. Industrial Highway 340 1,928 2,268 177 1990 (o)
6833 Center Drive 493 2,763 3,256 263 1998 (o)
22731 Newman Street 547 3,206 3,753 299 1985 (o)
32201 North Avis Drive 349 2,009 2,358 191 1974 (o)
1100 East Mandoline Road 897 5,870 6,767 524 1967 (o)
30081 Stephenson Highway 274 1,844 2,118 171 1967 (o)
1120 John A. Papalas Drive (i) 593 3,833 4,426 396 1985 (o)
4872 S. Lapeer Road 1,412 5,609 7,021 283 1999 (o)
775 James L. Hart Parkway 604 2,151 2,755 125 1999 (o)
1400 Allen Drive 212 1,270 1,482 33 1979 (o)
1408 Allen Drive 153 861 1,014 23 1979 (o)
1305 Stephenson Hwy 350 1,979 2,329 53 1979 (o)
32505 Industrial Drive 351 1,948 2,299 53 1979 (o)
1799-1813 Northfield Drive (h) 490 2,726 3,216 74 1980 (o)
GRAND RAPIDS
2 84th Street SW (r) 107 935 1,042 225 1986 (o)
100 84th Street SW (r) 212 1,396 1,608 367 1979 (o)
511 76th Street SW (r) 671 4,223 4,894 977 1986 (o)
553 76th Street SW (r) 20 367 387 228 1985 (o)
555 76th Street SW (r) 720 4,237 4,957 879 1987 (o)
2935 Walkent Court NW (r) 264 1,912 2,176 435 1991 (o)
3300 Kraft Avenue SE 838 5,042 5,880 1,046 1987 (o)
3366 Kraft Avenue SE 833 5,472 6,305 1,451 1987 (o)
5001 Kendrick Court SE (r) 192 1,321 1,513 285 1983 (o)
5050 Kendrick Court SE 1,721 16,014 17,735 3,009 1988 (o)
5015 52nd Street SE 234 1,386 1,620 259 1987 (o)
5025 28th Street 77 516 593 135 1967 (o)
5079 33rd Street SE (r) 493 2,992 3,485 624 1990 (o)
5333 33rd Street SE (r) 447 2,706 3,153 629 1991 (o)
5130 Patterson Avenue SE (r) 126 777 903 161 1987 (o)
3395 Kraft Avenue (r) 205 1,195 1,400 122 1985 (o)
3427 Kraft Avenue (r) 152 886 1,038 90 1985 (o)
HOUSTON
2102-2314 Edwards Street 382 2,882 3,264 372 1961 (o)
4545 Eastpark Drive 240 1,530 1,770 151 1972 (o)
3351 Ranch St 278 1,768 2,046 173 1970 (o)
3851 Yale St 425 2,631 3,056 260 1971 (o)
3337-3347 Ranch Street 233 1,562 1,795 189 1970 (o)
8505 N Loop East 449 2,613 3,062 255 1981 (o)
4749-4799 Eastpark Dr 611 4,070 4,681 380 1979 (o)
4851 Homestead Road 504 3,255 3,759 356 1973 (o)
S-7
Capitalized
Subsequent to
(b) Acquisition or
Initial Cost Completion
Location (a) ------------------------- and Valuation
Building Address (City/State) Encumbrances Land Buildings Provision
- ---------------- ------------ ------------ ------- ----------- ---------
3365-3385 Ranch Street Houston, TX 284 1,611 153
5050 Campbell Road Houston, TX 461 2,610 265
4300 Pine Timbers Houston, TX 489 2,769 513
7901 Blankenship Houston, TX 136 772 316
2500-2530 Fairway Park Drive Houston, TX 766 4,342 533
6550 Longpointe Houston, TX 362 2,050 431
1815 Turning Basin Dr Houston, TX 487 2,761 472
1819 Turning Basin Dr Houston, TX 231 1,308 407
4545 Mossford Dr Houston, TX 237 1,342 73
1805 Turning Basin Drive Houston, TX 564 3,197 608
7000 Empire Drive Houston, TX (e) 450 2,552 867
9777 West Gulfbank Drive Houston, TX (e) 1,217 6,899 910
9835A Genard Road Houston, TX 1,505 8,333 1,725
9835B Genard Road Houston, TX 245 1,357 364
10161 Harwin Drive Houston, TX 505 2,861 221
10165 Harwin Drive Houston, TX 218 1,234 405
10175 Harwin Drive Houston, TX 267 1,515 336
100 Donwick Drive The Woodlands, TX 825 4,675 139
INDIANAPOLIS
2400 North Shadeland Indianapolis, IN 142 802 65
2402 North Shadeland Indianapolis, IN 466 2,640 365
7901 West 21st Street Indianapolis, IN 1,063 6,027 62
1445 Brookville Way Indianapolis, IN (c) 459 2,603 394
1440 Brookville Way Indianapolis, IN (c) 665 3,770 350
1240 Brookville Way Indianapolis, IN (c) 247 1,402 249
1220 Brookville Way Indianapolis, IN (c) 223 40 52
1345 Brookville Way Indianapolis, IN (d) 586 3,321 541
1350 Brookville Way Indianapolis, IN (c) 205 1,161 135
1341 Sadlier Circle E Dr Indianapolis, IN (d) 131 743 154
1322-1438 Sadlier Circle E Dr Indianapolis, IN (d) 145 822 232
1327-1441 Sadlier Circle E Dr Indianapolis, IN (d) 218 1,234 304
1304 Sadlier Circle E Dr Indianapolis, IN (d) 71 405 106
1402 Sadlier Circle E Dr Indianapolis, IN (d) 165 934 210
1504 Sadlier Circle E Dr Indianapolis, IN (d) 219 1,238 128
1311 Sadlier Circle E Dr Indianapolis, IN (d) 54 304 108
1365 Sadlier Circle E Dr Indianapolis, IN (d) 121 688 229
1352-1354 Sadlier Circle E Dr Indianapolis, IN (d) 178 1,008 299
1335 Sadlier Circle E Dr Indianapolis, IN (d) 81 460 107
1327 Sadlier Circle E Dr Indianapolis, IN (d) 52 295 37
1425 Sadlier Circle E Dr Indianapolis, IN (d) 21 117 29
1230 Brookville Way Indianapolis, IN (c) 103 586 49
6951 E 30th St Indianapolis, IN 256 1,449 288
6701 E 30th St Indianapolis, IN 78 443 40
6737 E 30th St Indianapolis, IN 385 2,181 286
1225 Brookville Way Indianapolis, IN 60 - 409
6555 E 30th St Indianapolis, IN 840 4,760 1,069
2432-2436 Shadeland Indianapolis, IN 212 1,199 296
8402-8440 E 33rd St Indianapolis, IN 222 1,260 311
8520-8630 E 33rd St Indianapolis, IN 326 1,848 421
8710-8768 E 33rd St Indianapolis, IN 175 993 343
3316-3346 N. Pagosa Court Indianapolis, IN 325 1,842 314
3331 Raton Court Indianapolis, IN 138 802 81
6751 E 30th St Indianapolis, IN 728 2,837 146
9210 East 146th Street Noblesville, IN 466 684 58
5902 Decatur Blvd Indianapolis, IN 2,517 - 17,132
LONG ISLAND
10 Edison Street Amityville, NY 183 1,036 60
5 Sidney Court Lindenhurst, NY 120 681 76
160 Engineer Drive Hicksville, NY 84 479 83
260 Engineers Drive Hicksville, NY 264 1,494 390
87-119 Engineers Dr (h) Hicksville, NY 181 1,023 430
950-970 South Broadway Hicksville, NY 250 1,418 286
LOS ANGELES
5220 Fourth Street Irwindale, CA 270 1,529 49
15705 Arrow Highway Irwindale, CA 157 892 26
15709 Arrow Highway Irwindale, CA 225 1,275 24
6407-6419 Alondra Blvd. Paramount, CA 137 774 26
6423-6431 Alondra Blvd. Paramount, CA 115 650 29
15101-15141 S. Figueroa St. (h) Los Angeles, CA 1,163 6,588 253
20816-18 Higgins Court Torrance, CA 74 419 27
21136 South Wilmington Ave Carson, CA 1,234 6,994 83
1830 W. 208th Street Torrance, CA 102 578 25
20807-09 Higgins Court Torrance, CA 105 596 28
20801-03 Higgins Court Torrance, CA 106 599 27
Gross Amount Carried
At Close of Period 12/31/01
---------------------------------------- Accumulated
Building and Depreciation Year Built/ Depreciable
Building Address Land Improvements Total 12/31/01 Renovated Lives (Years)
- ---------------- ---- ------------ ----- -------- --------- -------------
3365-3385 Ranch Street 290 1,758 2,048 194 1970 (o)
5050 Campbell Road 470 2,866 3,336 291 1970 (o)
4300 Pine Timbers 499 3,272 3,771 324 1980 (o)
7901 Blankenship 140 1,084 1,224 140 1972 (o)
2500-2530 Fairway Park Drive 792 4,849 5,641 544 1974 (o)
6550 Longpointe 370 2,473 2,843 271 1980 (o)
1815 Turning Basin Dr 531 3,189 3,720 316 1980 (o)
1819 Turning Basin Dr 251 1,695 1,946 155 1980 (o)
4545 Mossford Dr 245 1,407 1,652 143 1975 (o)
1805 Turning Basin Drive 616 3,753 4,369 376 1980 (o)
7000 Empire Drive 452 3,417 3,869 459 1980 (o)
9777 West Gulfbank Drive 1,216 7,810 9,026 962 1980 (o)
9835A Genard Road 1,581 9,982 11,563 478 1980 (o)
9835B Genard Road 256 1,710 1,966 89 1980 (o)
10161 Harwin Drive 511 3,076 3,587 146 1979/81 (o)
10165 Harwin Drive 220 1,637 1,857 98 1979/81 (o)
10175 Harwin Drive 270 1,848 2,118 145 1979/81 (o)
100 Donwick Drive 843 4,796 5,639 209 1982 (o)
INDIANAPOLIS
2400 North Shadeland 149 860 1,009 96 1970 (o)
2402 North Shadeland 489 2,982 3,471 351 1970 (o)
7901 West 21st Street 1,048 6,104 7,152 703 1985 (o)
1445 Brookville Way 476 2,980 3,456 490 1989 (o)
1440 Brookville Way 685 4,100 4,785 597 1990 (o)
1240 Brookville Way 258 1,640 1,898 300 1990 (o)
1220 Brookville Way 226 89 315 10 1990 (o)
1345 Brookville Way 601 3,847 4,448 601 1992 (o)
1350 Brookville Way 212 1,289 1,501 200 1994 (o)
1341 Sadlier Circle E Dr 136 892 1,028 142 1971/1992 (o)
1322-1438 Sadlier Circle E Dr 152 1,047 1,199 191 1971/1992 (o)
1327-1441 Sadlier Circle E Dr 225 1,531 1,756 246 1992 (o)
1304 Sadlier Circle E Dr 75 507 582 85 1971/1992 (o)
1402 Sadlier Circle E Dr 171 1,138 1,309 173 1970/1992 (o)
1504 Sadlier Circle E Dr 226 1,359 1,585 200 1971/1992 (o)
1311 Sadlier Circle E Dr 57 409 466 105 1971/1992 (o)
1365 Sadlier Circle E Dr 126 912 1,038 130 1971/1992 (o)
1352-1354 Sadlier Circle E Dr 184 1,301 1,485 210 1970/1992 (o)
1335 Sadlier Circle E Dr 85 563 648 76 1971/1992 (o)
1327 Sadlier Circle E Dr 55 329 384 47 1971/1992 (o)
1425 Sadlier Circle E Dr 23 144 167 21 1971/1992 (o)
1230 Brookville Way 109 629 738 93 1995 (o)
6951 E 30th St 265 1,728 1,993 305 1995 (o)
6701 E 30th St 82 479 561 70 1992 (o)
6737 E 30th St 398 2,454 2,852 382 1995 (o)
1225 Brookville Way 68 401 469 46 1997 (o)
6555 E 30th St 484 6,185 6,669 1,252 1969/1981 (o)
2432-2436 Shadeland 230 1,477 1,707 207 1968 (o)
8402-8440 E 33rd St 230 1,563 1,793 236 1977 (o)
8520-8630 E 33rd St 336 2,259 2,595 322 1976 (o)
8710-8768 E 33rd St 187 1,324 1,511 184 1979 (o)
3316-3346 N. Pagosa Court 335 2,146 2,481 335 1977 (o)
3331 Raton Court 138 883 1,021 115 1979 (o)
6751 E 30th St 741 2,970 3,711 318 1997 (o)
9210 East 146th Street 315 893 1,208 58 1978 (o)
5902 Decatur Blvd 2,549 17,100 19,649 212 2000 (o)
LONG ISLAND
10 Edison Street 183 1,096 1,279 110 1971 (o)
5 Sidney Court 120 757 877 76 1962/1992 (o)
160 Engineer Drive 85 561 646 75 1966 (o)
260 Engineers Drive 274 1,874 2,148 171 1966 (o)
87-119 Engineers Dr (h) 233 1,401 1,634 116 1966 (o)
950-970 South Broadway 250 1,704 1,954 204 1966 (o)
LOS ANGELES
5220 Fourth Street 274 1,574 1,848 52 2000 (o)
15705 Arrow Highway 160 915 1,075 31 1987 (o)
15709 Arrow Highway 228 1,296 1,524 40 1987 (o)
6407-6419 Alondra Blvd. 140 797 937 25 1985 (o)
6423-6431 Alondra Blvd. 118 676 794 22 1985 (o)
15101-15141 S. Figueroa St. (h) 1,175 6,829 8,004 154 1982 (o)
20816-18 Higgins Court 75 445 520 8 1981 (o)
21136 South Wilmington Ave 1,246 7,065 8,311 74 1989 (o)
1830 W. 208th Street 103 602 705 11 1981 (o)
20807-09 Higgins Court 107 622 729 11 1981 (o)
20801-03 Higgins Court 107 625 732 12 1981 (o)
S-8
Costs
Capitalized
Subsequent to
(b) Acquisition or
Initial Cost Completion
Location (a) ------------------------- and Valuation
Building Address (City/State) Encumbrances Land Buildings Provision
- ---------------- ------------ ------------ ------- ----------- ---------
20817-19 S. Western Ave. Torrance, CA 95 541 30
20904-06 Higgins Court Torrance, CA 95 541 27
20909-11 S. Western Ave. Torrance, CA 95 541 26
20915-17 S. Western Ave. Torrance, CA 95 541 25
20908-10 Higgins Court Torrance, CA 96 541 25
20914-16 Higgins Court Torrance, CA 80 452 38
LOUISVILLE
9001 Cane Run Road Louisville, KY 524 - 5,577
9101 Cane Road Louisville, KY 973 - 5,099
MILWAUKEE
6523 N. Sydney Place Milwaukee, WI 172 976 160
8800 W Bradley Milwaukee, WI 375 2,125 136
4560 N. 124th Street Wauwatosa, WI 118 667 84
12221 W. Feerick Street Wauwatosa, WI 210 1,190 172
4410-80 North 132nd Street Butler, WI 355 - 4,023
MINNEAPOLIS
6507-6545 Cecilia Circle Bloomington, MN 357 1,320 768
1275 Corporate Center Drive Eagan, MN 80 357 70
1279 Corporate Center Drive Eagan, MN 105 357 98
6201 West 111th Street Bloomington, MN 1,358 8,622 3,756
6403-6545 Cecilia Drive Bloomington, MN 366 1,363 713
6925-6943 Washington Avenue Edina, MN 117 504 886
6955-6973 Washington Avenue Edina, MN 117 486 525
7251-7279 Washington Avenue Edina, MN 129 382 460
7301-7329 Washington Avenue Edina, MN 174 391 529
7101 Winnetka Avenue North Brooklyn Park, MN 2,195 6,084 2,104
7600 Golden Triangle Drive Eden Prairie, MN 566 1,394 1,565
9901 West 74th Street Eden Prairie, MN 621 3,289 2,945
11201 Hampshire Avenue South Bloomington, MN 495 1,035 859
12220-12222 Nicollet Avenue Burnsville, MN 105 425 289
12250-12268 Nicollet Avenue Burnsville, MN 260 1,054 224
12224-12226 Nicollet Avenue Burnsville, MN 190 770 155
980 Lone Oak Road Minneapolis, MN 683 4,103 789
990 Lone Oak Road Minneapolis, MN 883 5,575 889
1030 Lone Oak Road Minneapolis, MN 456 2,703 118
1060 Lone Oak Road Minneapolis, MN 624 3,700 523
5400 Nathan Lane Minneapolis, MN 749 4,461 318
6464 Sycamore Court Minneapolis, MN 457 2,730 118
10120 W 76th Street Eden Prairie, MN 315 1,804 1,259
7615 Golden Triangle Eden Prairie, MN 268 1,532 963
7625 Golden Triangle Eden Prairie, MN 415 2,375 698
2605 Fernbrook Lane North Plymouth, MN 443 2,533 419
12155 Nicollet Ave. Burnsville, MN 286 - 1,886
73rd Avenue North Brooklyn Park, MN 504 2,856 135
1905 W Country Road C Roseville, MN 402 2,278 69
2720 Arthur Street Roseville, MN 824 4,671 78
10205 51st Avenue North Plymouth, MN 180 1,020 70
4100 Peavey Road Chaska, MN 399 2,261 635
11300 Hamshire Ave South Bloomington, MN 527 2,985 1,633
375 Rivertown Drive Woodbury, MN 1,083 6,135 2,741
5205 Highway 169 Plymouth, MN 446 2,525 1,056
6451-6595 Citywest Parkway Eden Prairie, MN 525 2,975 762
7500-7546 Washington Square Eden Prairie, MN 229 1,300 76
7550-7558 Washington Square Eden Prairie, MN 153 867 42
5240-5300 Valley Industrial Blvd S Eden Prairie, MN 362 2,049 748
7125 Northland Terrace Brooklyn Park, MN 660 3,740 724
6900 Shady Oak Road Eden Prairie, MN 310 1,756 430
6477-6525 City West Parkway Eden Prairie, MN 810 4,590 224
1157 Valley Park Drive Shakopee, MN 760 - 6,067
500-530 Kasota Avenue SE Minneapolis, MN 415 2,354 633
770-786 Kasota Avenue SE Minneapolis, MN 333 1,888 461
800 Kasota Avenue SE Minneapolis, MN 524 2,971 618
2530-2570 Kasota Avenue St. Paul, MN 407 2,308 706
504 Malcolm Ave SE Minneapolis, MN 757 - 6,113
5555 12th Avenue East Shakopee, MN 1,157 - 3,388
NASHVILLE
417 Harding Industrial Drive Nashville, TN 653 4,583 1,575
3099 Barry Drive Portland, TN 418 2,368 57
3150 Barry Drive Portland, TN 941 5,333 289
5599 Highway 31 West Portland, TN 564 3,196 71
1650 Elm Hill Pike Nashville, TN 329 1,867 128
1102 Appleton Drive Nashville, TN 154 873 16
1920 Air Lane Drive Nashville, TN 250 1,415 77
Gross Amount Carried
At Close of Period 12/31/01
---------------------------------------- Accumulated
Building and Depreciation Year Built/ Depreciable
Building Address Land Improvements Total 12/31/01 Renovated Lives (Years)
- ---------------- ---- ------------ ----- -------- --------- -------------
20817-19 S. Western Ave. 97 569 666 11 1981 (o)
20904-06 Higgins Court 97 566 663 11 1981 (o)
20909-11 S. Western Ave. 97 565 662 10 1981 (o)
20915-17 S. Western Ave. 97 564 661 10 1981 (o)
20908-10 Higgins Court 97 565 662 10 1981 (o)
20914-16 Higgins Court 81 489 570 9 1981 (o)
LOUISVILLE
9001 Cane Run Road 560 5,541 6,101 511 1998 (o)
9101 Cane Road - 6,072 6,072 52 2000 (o)
MILWAUKEE
6523 N. Sydney Place 176 1,132 1,308 176 1978 (o)
8800 W Bradley 388 2,248 2,636 312 1982 (o)
4560 N. 124th Street 129 740 869 85 1976 (o)
12221 W. Feerick Street 221 1,351 1,572 148 1971 (o)
4410-80 North 132nd Street 359 4,019 4,378 98 1999 (o)
MINNEAPOLIS
6507-6545 Cecilia Circle 386 2,059 2,445 1,058 1981 (o)
1275 Corporate Center Drive 93 414 507 178 1990 (o)
1279 Corporate Center Drive 109 451 560 199 1990 (o)
6201 West 111th Street 1,499 12,237 13,736 3,811 1987 (o)
6403-6545 Cecilia Drive 395 2,047 2,442 1,076 1980 (o)
6925-6943 Washington Avenue 237 1,270 1,507 850 1972 (o)
6955-6973 Washington Avenue 207 921 1,128 736 1972 (o)
7251-7279 Washington Avenue 182 789 971 631 1972 (o)
7301-7329 Washington Avenue 193 901 1,094 922 1972 (o)
7101 Winnetka Avenue North 2,228 8,155 10,383 3,722 1990 (o)
7600 Golden Triangle Drive 615 2,910 3,525 1,512 1989 (o)
9901 West 74th Street 639 6,216 6,855 1,975 1983/88 (o)
11201 Hampshire Avenue South 502 1,887 2,389 967 1986 (o)
12220-12222 Nicollet Avenue 114 705 819 262 1989/90 (o)
12250-12268 Nicollet Avenue 296 1,242 1,538 537 1989/90 (o)
12224-12226 Nicollet Avenue 207 908 1,115 398 1989/90 (o)
980 Lone Oak Road 683 4,892 5,575 1,223 1992 (o)
990 Lone Oak Road 873 6,474 7,347 1,536 1989 (o)
1030 Lone Oak Road 456 2,821 3,277 567 1988 (o)
1060 Lone Oak Road 624 4,223 4,847 941 1988 (o)
5400 Nathan Lane 749 4,779 5,528 871 1990 (o)
6464 Sycamore Court 457 2,848 3,305 617 1990 (o)
10120 W 76th Street 315 3,063 3,378 405 1987 (o)
7615 Golden Triangle 268 2,495 2,763 609 1987 (o)
7625 Golden Triangle 415 3,073 3,488 576 1987 (o)
2605 Fernbrook Lane North 445 2,950 3,395 712 1987 (o)
12155 Nicollet Ave. 288 1,884 2,172 313 1995 (o)
73rd Avenue North 512 2,983 3,495 423 1995 (o)
1905 W Country Road C 410 2,339 2,749 336 1993 (o)
2720 Arthur Street 832 4,741 5,573 681 1995 (o)
10205 51st Avenue North 187 1,083 1,270 164 1990 (o)
4100 Peavey Road 415 2,880 3,295 490 1988 (o)
11300 Hamshire Ave South 541 4,604 5,145 706 1983 (o)
375 Rivertown Drive 1,503 8,456 9,959 951 1996 (o)
5205 Highway 169 739 3,288 4,027 534 1960 (o)
6451-6595 Citywest Parkway 538 3,724 4,262 772 1984 (o)
7500-7546 Washington Square 235 1,370 1,605 176 1975 (o)
7550-7558 Washington Square 157 905 1,062 117 1973 (o)
5240-5300 Valley Industrial Blvd S 371 2,788 3,159 387 1975 (o)
7125 Northland Terrace 767 4,357 5,124 513 1996 (o)
6900 Shady Oak Road 340 2,156 2,496 236 1980 (o)
6477-6525 City West Parkway 819 4,805 5,624 543 1984 (o)
1157 Valley Park Drive 888 5,939 6,827 335 1997 (o)
500-530 Kasota Avenue SE 432 2,970 3,402 270 1976 (o)
770-786 Kasota Avenue SE 347 2,335 2,682 206 1976 (o)
800 Kasota Avenue SE 597 3,516 4,113 349 1976 (o)
2530-2570 Kasota Avenue 465 2,956 3,421 390 1976 (o)
504 Malcolm Ave SE 936 5,934 6,870 170 1976 (o)
5555 12th Avenue East 588 3,957 4,545 166 2000 (o)
NASHVILLE
417 Harding Industrial Drive 763 6,048 6,811 1,673 1972 (o)
3099 Barry Drive 421 2,422 2,843 319 1995 (o)
3150 Barry Drive 980 5,583 6,563 736 1993 (o)
5599 Highway 31 West 571 3,260 3,831 427 1995 (o)
1650 Elm Hill Pike 332 1,992 2,324 236 1984 (o)
1102 Appleton Drive 154 889 1,043 100 1984 (o)
1920 Air Lane Drive 251 1,491 1,742 183 1985 (o)
S-9
Costs
Capitalized
Subsequent to
(b) Acquisition or
Initial Cost Completion
Location (a) ------------------------- and Valuation
Building Address (City/State) Encumbrances Land Buildings Provision
- ---------------- ------------ ------------ ------- ----------- ---------
1931 Air Lane Drive Nashville, TN 491 2,785 227
470 Metroplex Drive (h) Nashville, TN 619 3,507 1,223
1150 Antiock Pike Nashville, TN 667 3,748 53
4640 Cummings Park Nashville, TN 360 2,040 108
211 Nesbitt North Nashville, TN 399 2,261 32
211 Nesbitt South Nashville, TN 400 2,266 106
211 Nesbitt West Nashville, TN 217 1,232 20
556 Metroplex Drive Nashville, TN 227 1,285 28
NORTHERN NEW JERSEY
60 Ethel Road West Piscataway, NJ 252 1,426 321
70 Ethel Road West Piscataway, NJ 431 2,443 396
140 Hanover Avenue Hanover, NJ 457 2,588 368
601-629 Montrose Avenue South Plainfield, NJ 487 2,762 571
9 Princess Road Lawrenceville, NJ 221 1,254 108
11 Princess Road Lawrenceville, NJ 491 2,780 306
15 Princess Road Lawrenceville, NJ 234 1,328 287
17 Princess Road Lawrenceville, NJ 342 1,936 79
220 Hanover Avenue Hanover, NJ 1,361 7,715 601
244 Shefield Street Mountainside, NJ 201 1,141 294
30 Troy Road Hanover, NJ 128 727 112
15 Leslie Court Hanover, NJ 126 716 42
20 Leslie Court Hanover, NJ 84 474 32
25 Leslie Court Hanover, NJ 512 2,899 436
130 Algonquin Parkway Hanover, NJ 157 888 75
150 Algonquin Parkway Hanover, NJ 85 479 131
55 Locust Avenue Roseland, NJ 535 3,034 204
31 West Forest Street (h) Englewood, NJ 941 5,333 865
25 World's Fair Drive Franklin, NJ 285 1,616 88
14 World's Fair Drive Franklin, NJ 483 2,735 453
16 World's Fair Drive Franklin, NJ 174 988 191
18 World's Fair Drive Franklin, NJ 123 699 45
23 World's Fair Drive Franklin, NJ 134 758 111
12 World's Fair Drive Franklin, NJ 572 3,240 348
49 Napoleon Court Franklin, NJ 230 1,306 69
50 Napoleon Court Franklin, NJ 149 842 41
22 World's Fair Drive Franklin, NJ 364 2,064 290
26 World's Fair Drive Franklin, NJ 361 2,048 176
24 World's Fair Drive Franklin, NJ 347 1,968 281
12 Wright Way Oakland, NJ 410 2,321 110
155 Pierce Street Sumerset, NJ 3 - 3,171
20 World's Fair Drive Lot 13 Sumerset, NJ 9 - 2,125
10 New Maple Road Pine Brook, NJ 2,250 12,750 166
60 Chapin Road Pine Brook, NJ 2,123 12,028 1,288
45 Route 46 Pine Brook, NJ 969 5,491 249
43 Route 46 Pine Brook, NJ 474 2,686 205
39 Route 46 Pine Brook, NJ 260 1,471 87
26 Chapin Road Pine Brook, NJ 956 5,415 126
30 Chapin Road Pine Brook, NJ 960 5,440 219
20 Hook Mountain Road Pine Brook, NJ 1,507 8,542 953
30 Hook Mountain Road Pine Brook, NJ 389 2,206 298
55 Route 46 Pine Brook, NJ 396 2,244 83
16 Chapin Road Pine Brook, NJ 885 5,015 125
20 Chapin Road Pine Brook, NJ 1,134 6,426 162
400 Raritan Center Parkway Edison, NJ 829 4,722 53
300 Columbus Circle Edison, NJ 1,257 7,122 83
PHOENIX
4655 McDowell Phoenix, AZ 800 - 2,093
1045 South Edward Drive Tempe, AZ 390 2,160 47
PORTLAND
5687 International Way (j) Milwaukee, OR 430 2,385 219
5795 SW Jean Road (i) Lake Oswego, OR 427 2,362 320
12130 NE Ainsworth Circle (h) Portland, OR 523 2,898 285
5509 NW 122nd Ave (h) Milwaukee, OR (g) 244 1,351 57
6105-6113 NE 92nd Avenue (j) Portland, OR 884 4,891 677
8727 NE Marx Drive (i) Portland, OR 580 3,210 539
3388 SE 20th St. Portland, OR 73 405 42
5962-5964 NE 87th Ave Portland, OR 72 398 40
11620 NE Ainsworth Circle Portland, OR 152 839 32
11824 NE Ainsworth Circle Portland, OR 166 916 80
12124 NE Ainsworth Circle Portland, OR 207 1,148 50
2715 SE Raymond Portland, OR 159 880 50
1645 NE 72nd Ave Portland, OR 116 641 38
1630 SE 8th Ave. Portland, OR 140 775 27
2443 SE 4th Ave. Portland, OR 157 870 44
Gross Amount Carried
At Close of Period 12/31/01
---------------------------------------- Accumulated
Building and Depreciation Year Built/ Depreciable
Building Address Land Improvements Total 12/31/01 Renovated Lives (Years)
- ---------------- ---- ------------ ----- -------- --------- -------------
1931 Air Lane Drive 496 3,007 3,503 392 1984 (o)
470 Metroplex Drive (h) 626 4,723 5,349 599 1986 (o)
1150 Antiock Pike 669 3,799 4,468 408 1987 (o)
4640 Cummings Park 365 2,143 2,508 136 1986 (o)
211 Nesbitt North 404 2,288 2,692 114 1983 (o)
211 Nesbitt South 405 2,367 2,772 151 1983 (o)
211 Nesbitt West 220 1,249 1,469 62 1985 (o)
556 Metroplex Drive 231 1,309 1,540 20 1983 (o)
NORTHERN NEW JERSEY
60 Ethel Road West 264 1,735 1,999 203 1982 (o)
70 Ethel Road West 451 2,819 3,270 315 1979 (o)
140 Hanover Avenue 469 2,944 3,413 523 1964/1988 (o)
601-629 Montrose Avenue 512 3,308 3,820 397 1974 (o)
9 Princess Road 234 1,349 1,583 163 1985 (o)
11 Princess Road 516 3,061 3,577 381 1985 (o)
15 Princess Road 247 1,602 1,849 330 1986 (o)
17 Princess Road 345 2,012 2,357 256 1986 (o)
220 Hanover Avenue 420 8,257 9,677 948 1987 (o)
244 Shefield Street 210 1,426 1,636 199 1965/1986 (o)
30 Troy Road 134 833 967 104 1972 (o)
15 Leslie Court 132 752 884 84 1971 (o)
20 Leslie Court 88 502 590 56 1974 (o)
25 Leslie Court 526 3,321 3,847 362 1975 (o)
130 Algonquin Parkway 163 957 1,120 106 1973 (o)
150 Algonquin Parkway 89 606 695 62 1973 (o)
55 Locust Avenue 560 3,213 3,773 358 1980 (o)
31 West Forest Street (h) 975 6,164 7,139 777 1978 (o)
25 World's Fair Drive 297 1,692 1,989 190 1986 (o)
14 World's Fair Drive 503 3,168 3,671 405 1980 (o)
16 World's Fair Drive 183 1,170 1,353 122 1981 (o)
18 World's Fair Drive 129 738 867 83 1982 (o)
23 World's Fair Drive 140 863 1,003 104 1982 (o)
12 World's Fair Drive 593 3,567 4,160 389 1981 (o)
49 Napoleon Court 238 1,367 1,605 144 1982 (o)
50 Napoleon Court 154 878 1,032 90 1982 (o)
22 World's Fair Drive 375 2,343 2,718 310 1983 (o)
26 World's Fair Drive 377 2,208 2,585 261 1984 (o)
24 World's Fair Drive 362 2,234 2,596 261 1984 (o)
12 Wright Way 424 2,417 2,841 272 1981 (o)
155 Pierce Street 3 3,171 3,174 31 1999 (o)
20 World's Fair Drive Lot 13 9 2,125 2,134 130 1999 (o)
10 New Maple Road 272 12,894 15,166 403 1973/1999 (o)
60 Chapin Road 143 13,296 15,439 460 1977/2000 (o)
45 Route 46 978 5,731 6,709 195 1974/1987 (o)
43 Route 46 479 2,886 3,365 87 1974/1987 (o)
39 Route 46 262 1,556 1,818 47 1970 (o)
26 Chapin Road 965 5,532 6,497 172 1983 (o)
30 Chapin Road 969 5,650 6,619 189 1983 (o)
20 Hook Mountain Road 534 9,468 11,002 275 1972/1984 (o)
30 Hook Mountain Road 396 2,497 2,893 73 1972/1987 (o)
55 Route 46 403 2,320 2,723 76 1978/1994 (o)
16 Chapin Road 901 5,124 6,025 160 1987 (o)
20 Chapin Road 154 6,568 7,722 204 1987 (o)
400 Raritan Center Parkway 837 4,768 5,605 10 1983 (o)
300 Columbus Circle 269 7,193 8,462 15 1983 (o)
PHOENIX
4655 McDowell 370 2,523 2,893 76 2000 (o)
1045 South Edward Drive 394 2,203 2,597 138 1976 (o)
PORTLAND
5687 International Way (j) 439 2,595 3,034 252 1974 (o)
5795 SW Jean Road (i) 433 2,676 3,109 238 1985 (o)
12130 NE Ainsworth Circle (h) 531 3,175 3,706 286 1986 (o)
5509 NW 122nd Ave (h) 248 1,404 1,652 124 1995 (o)
6105-6113 NE 92nd Avenue (j) 954 5,498 6,452 451 1978 (o)
8727 NE Marx Drive (i) 602 3,727 4,329 334 1987 (o)
3388 SE 20th St. 76 444 520 42 1981 (o)
5962-5964 NE 87th Ave 75 435 510 36 1979 (o)
11620 NE Ainsworth Circle 155 868 1,023 74 1992 (o)
11824 NE Ainsworth Circle 169 993 1,162 87 1992 (o)
12124 NE Ainsworth Circle 212 1,193 1,405 101 1984 (o)
2715 SE Raymond 163 926 1,089 78 1971 (o)
1645 NE 72nd Ave 119 676 795 57 1972 (o)
1630 SE 8th Ave. 144 798 942 68 1968 (o)
2443 SE 4th Ave. 161 910 1,071 77 1964 (o)
S-10
Costs
Capitalized
Subsequent to
(b) Acquisition or
Initial Cost Completion
Location (a) ------------------------- and Valuation
Building Address (City/State) Encumbrances Land Buildings Provision
- ---------------- ------------ ------------ ------- ----------- ---------
11632 NE Ainsworth Circle Portland, OR 799 4,422 939
14699 NE Airport Way Portland, OR 242 1,340 46
SALT LAKE
2255 South 300 West (m) Salt Lake City, UT 618 3,504 214
512 Lawndale Drive (n) Salt Lake City, UT 2,779 15,749 2,104
1270 West 2320 South West Valley, UT 138 784 129
1275 West 2240 South West Valley, UT 395 2,241 94
1288 West 2240 South West Valley, UT 119 672 71
2235 South 1300 West West Valley, UT 198 1,120 247
1293 West 2200 South West Valley, UT 158 896 141
1279 West 2200 South West Valley, UT 198 1,120 55
1272 West 2240 South West Valley, UT 336 1,905 318
1149 West 2240 South West Valley, UT 217 1,232 58
1142 West 2320 South West Valley, UT 217 1,232 242
1152 West 2240 South West Valley, UT 2,067 - 3,964
SOUTHERN NEW JERSEY
2-5 North Olnev Ave. Cherry Hill, NJ 284 1,524 105
2 Springdale Road Cherry Hill, NJ 127 701 87
4 Springdale Road (h) Cherry Hill, NJ 335 1,853 565
8 Springdale Road Cherry Hill, NJ 259 1,436 287
1 Esterbrook Lane Cherry Hill, NJ 43 238 23
16 Springdale Road Cherry Hill, NJ 241 1,336 111
5 Esterbrook Lane Cherry Hill, NJ 241 1,336 207
2 Pin Oak Lane Cherry Hill, NJ 317 1,757 248
6 Esterbrook Lane Cherry Hill, NJ 165 914 26
3 Computer Drive Cherry Hill, NJ 500 2,768 265
28 Springdale Road Cherry Hill, NJ 192 1,060 76
3 Esterbrook Lane Cherry Hill, NJ 199 1,102 355
4 Esterbrook Lane Cherry Hill, NJ 234 1,294 24
26 Springdale Road Cherry Hill, NJ 227 1,257 238
1 Keystone Ave. Cherry Hill, NJ 227 1,223 575
1919 Springdale Road Cherry Hill, NJ 232 1,286 53
21 Olnev Ave. Cherry Hill, NJ 69 380 58
19 Olnev Ave. Cherry Hill, NJ 202 1,119 963
2 Keystone Ave. Cherry Hill, NJ 216 1,194 336
18 Olnev Ave. Cherry Hill, NJ 250 1,382 67
22 Springdale Road Cherry Hill, NJ 526 2,914 973
55 Carnegie Drive Cherry Hill, NJ 550 3,047 133
57 Carnegie Drive Cherry Hill, NJ 739 4,109 220
111 Whittendale Drive Morristown, NJ 515 2,916 5
9 Whittendale Morristown, NJ 337 1,911 39
ST. LOUIS
2121 Chapin Industrial Drive Vinita Park, MO 606 4,384 1,254
10431-10449 Midwest Industrial Blvd Olivette, MO 237 1,360 545
10751 Midwest Industrial Boulevard Olivette, MO 193 1,119 67
11652-11666 Fairgrove Industrial Blvd St. Louis, MO 103 599 141
11674-11688 Fairgrove Industrial Blvd St. Louis, MO 118 689 39
6951 N Hanley (h) Hazelwood, MO 405 2,295 1,717
4560 Anglum Road Hazelwood, MO 150 849 216
2760 South 1st Street St. Louis, MO 800 - 4,720
TAMPA
6614 Adamo Drive Tampa, FL 177 1,005 54
6204 Benjamin Road Tampa, FL 432 2,445 260
6206 Benjamin Road Tampa, FL 397 2,251 202
6302 Benjamin Road Tampa, FL 214 1,212 152
6304 Benjamin Road Tampa, FL 201 1,138 163
6306 Benjamin Road Tampa, FL 257 1,457 382
6308 Benjamin Road Tampa, FL 345 1,958 197
5313 Johns Road Tampa, FL 204 1,159 94
5602 Thompson Center Court Tampa, FL 115 652 117
5411 Johns Road Tampa, FL 230 1,304 175
5525 Johns Road Tampa, FL 192 1,086 66
5607 Johns Road Tampa, FL 102 579 61
5709 Johns Road Tampa, FL 192 1,086 135
5711 Johns Road Tampa, FL 243 1,376 172
5453 W Waters Avenue Tampa, FL 71 402 81
5455 W Waters Avenue Tampa, FL 307 1,742 175
5553 W Waters Avenue Tampa, FL 307 1,742 193
5501 W Waters Avenue Tampa, FL 154 871 77
5503 W Waters Avenue Tampa, FL 71 402 48
5555 W Waters Avenue Tampa, FL 213 1,206 75
5557 W Waters Avenue Tampa, FL 59 335 32
5903 Johns Road Tampa, FL 88 497 69
Gross Amount Carried
At Close of Period 12/31/01
---------------------------------------- Accumulated
Building and Depreciation Year Built/ Depreciable
Building Address Land Improvements Total 12/31/01 Renovated Lives (Years)
- ---------------- ---- ------------ ----- -------- --------- -------------
11632 NE Ainsworth Circle 925 5,235 6,160 412 1990 (o)
14699 NE Airport Way 247 1,381 1,628 117 1998 (o)
SALT LAKE
2255 South 300 West (m) 612 3,724 4,336 386 1980 (o)
512 Lawndale Drive (n) 2,774 17,858 20,632 2,016 1981 (o)
1270 West 2320 South 143 908 1,051 94 1986 (o)
1275 West 2240 South 408 2,322 2,730 230 1986 (o)
1288 West 2240 South 123 739 862 79 1986 (o)
2235 South 1300 West 204 1,361 1,565 143 1986 (o)
1293 West 2200 South 163 1,032 1,195 113 1986 (o)
1279 West 2200 South 204 1,169 1,373 117 1986 (o)
1272 West 2240 South 347 2,212 2,559 221 1986 (o)
1149 West 2240 South 225 1,282 1,507 127 1986 (o)
1142 West 2320 South 225 1,466 1,691 174 1987 (o)
1152 West 2240 South 2,114 3,917 6,031 331 1999 (o)
SOUTHERN NEW JERSEY
2-5 North Olnev Ave. 282 1,631 1,913 147 1963 (o)
2 Springdale Road 126 789 915 67 1968 (o)
4 Springdale Road (h) 332 2,421 2,753 223 1963 (o)
8 Springdale Road 258 1,724 1,982 148 1966 (o)
1 Esterbrook Lane 43 261 304 23 1965 (o)
16 Springdale Road 240 1,448 1,688 130 1967 (o)
5 Esterbrook Lane 240 1,544 1,784 132 1966 (o)
2 Pin Oak Lane 314 2,008 2,322 190 1968 (o)
6 Esterbrook Lane 164 941 1,105 88 1966 (o)
3 Computer Drive 492 3,041 3,533 284 1966 (o)
28 Springdale Road 190 1,138 1,328 102 1967 (o)
3 Esterbrook Lane 198 1,458 1,656 130 1968 (o)
4 Esterbrook Lane 232 1,320 1,552 124 1969 (o)
26 Springdale Road 226 1,496 1,722 124 1968 (o)
1 Keystone Ave. 218 1,807 2,025 145 1969 (o)
1919 Springdale Road 230 1,341 1,571 125 1970 (o)
21 Olnev Ave. 68 439 507 37 1969 (o)
19 Olnev Ave. 200 2,084 2,284 151 1971 (o)
2 Keystone Ave. 214 1,532 1,746 131 1966 (o)
18 Olnev Ave. 247 1,452 1,699 134 1974 (o)
22 Springdale Road 523 3,890 4,413 359 1977 (o)
55 Carnegie Drive 547 3,183 3,730 293 1988 (o)
57 Carnegie Drive 733 4,335 5,068 345 1987 (o)
111 Whittendale Drive 514 2,922 3,436 148 1991/96 (o)
9 Whittendale 343 1,944 2,287 28 2000 (o)
ST. LOUIS
2121 Chapin Industrial Drive 614 5,630 6,244 5,602 1969/87 (o)
10431-10449 Midwest Industrial Blvd 237 1,905 2,142 323 1967 (o)
10751 Midwest Industrial Boulevard 194 1,185 1,379 226 1965 (o)
11652-11666 Fairgrove Industrial Blvd 103 740 843 149 1966 (o)
11674-11688 Fairgrove Industrial Blvd 119 727 846 148 1967 (o)
6951 N Hanley (h) 419 3,998 4,417 850 1965 (o)
4560 Anglum Road 161 1,054 1,215 194 1970 (o)
2760 South 1st Street 822 4,698 5,520 375 1997 (o)
TAMPA
6614 Adamo Drive 181 1,055 1,236 112 1967 (o)
6204 Benjamin Road 454 2,683 3,137 290 1982 (o)
6206 Benjamin Road 416 2,434 2,850 257 1983 (o)
6302 Benjamin Road 224 1,354 1,578 160 1983 (o)
6304 Benjamin Road 209 1,293 1,502 176 1984 (o)
6306 Benjamin Road 269 1,827 2,096 233 1984 (o)
6308 Benjamin Road 362 2,138 2,500 226 1984 (o)
5313 Johns Road 213 1,244 1,457 126 1991 (o)
5602 Thompson Center Court 120 764 884 88 1972 (o)
5411 Johns Road 241 1,468 1,709 154 1997 (o)
5525 Johns Road 200 1,144 1,344 120 1993 (o)
5607 Johns Road 110 632 742 65 1991 (o)
5709 Johns Road 200 1,213 1,413 118 1990 (o)
5711 Johns Road 255 1,536 1,791 200 1990 (o)
5453 W Waters Avenue 82 472 554 49 1987 (o)
5455 W Waters Avenue 326 1,898 2,224 209 1987 (o)
5553 W Waters Avenue 326 1,916 2,242 207 1987 (o)
5501 W Waters Avenue 162 940 1,102 99 1990 (o)
5503 W Waters Avenue 75 446 521 47 1990 (o)
5555 W Waters Avenue 221 1,273 1,494 131 1990 (o)
5557 W Waters Avenue 62 364 426 38 1990 (o)
5903 Johns Road 93 561 654 62 1987 (o)
S-11
Costs
Capitalized
Subsequent to
(b) Acquisition or
Initial Cost Completion
Location (a) ------------------------- and Valuation
Building Address (City/State) Encumbrances Land Buildings Provision
- ---------------- ------------ ------------ ------- ----------- ---------
4107 N Himes Avenue Tampa, FL 568 3,220 287
5461 W. Waters Ave Tampa, FL 261 - 1,157
5471 W. Waters Tampa, FL 572 798 88
5505 Johns Road #7 Tampa, FL 228 - 1,379
8110 Anderson Road Tampa, FL 644 - 3,673
8130 Anderson Road Tampa, FL 466 - 2,632
5481 W. Waters Avenue Tampa, FL 558 - 2,435
5483 W. Waters Avenue Tampa, FL 457 - 2,054
6702-6712 Benjamin Road (l) Tampa, FL 639 3,536 356
5905 Breckenridge Parkway Tampa, FL 189 1,070 35
5907 Breckenridge Parkway Tampa, FL 61 345 10
5909 Breckenridge Parkway Tampa, FL 173 980 16
5911 Breckenridge Parkway Tampa, FL 308 1,747 29
5910 Breckenridge Parkway Tampa, FL 436 2,472 34
5912 Breckenridge Parkway Tampa, FL 460 2,607 34
4515-4519 George Road Tampa, FL 633 3,587 75
6301 Benjamin Road Tampa, FL 292 1,657 43
5723 Benjamin Road Tampa, FL 406 2,301 29
6313 Benjamin Road Tampa, FL 229 1,296 26
5801 Benjamin Road Tampa, FL 564 3,197 46
5802 Benjamin Road Tampa, FL 686 3,889 200
5925 Benjamin Road Tampa, FL 328 1,859 26
OTHER
2800 Airport Road (k) Denton, TX 369 1,935 1,572
3501 Maple Street Abilene, TX 67 1,057 941
4200 West Harry Street (i) 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 30
REDEVELOPMENTS / DEVELOPABLE LAND 13,248 23,615 72,418
-------- ----------- ---------
$300,289 $ 1,501,391 $ 399,956
======== =========== =========
Gross Amount Carried
At Close of Period 12/31/01
---------------------------------------- Accumulated
Building and Depreciation Year Built/ Depreciable
Building Address Land Improvements Total 12/31/01 Renovated Lives (Years)
- ---------------- ---- ------------ ----- -------- --------- -------------
4107 N Himes Avenue 590 3,485 4,075 371 1990 (o)
5461 W. Waters Ave 265 1,153 1,418 86 1998 (o)
5471 W. Waters 574 884 1,458 29 1999 (o)
5505 Johns Road #7 228 1,379 1,607 95 1999 (o)
8110 Anderson Road 684 3,633 4,317 76 1999 (o)
8130 Anderson Road 495 2,603 3,098 74 1999 (o)
5481 W. Waters Avenue 561 2,432 2,993 112 1999 (o)
5483 W. Waters Avenue 459 2,052 2,511 108 1999 (o)
6702-6712 Benjamin Road (l) 650 3,881 4,531 262 1982 (o)
5905 Breckenridge Parkway 191 1,103 1,294 30 1982 (o)
5907 Breckenridge Parkway 61 355 416 10 1982 (o)
5909 Breckenridge Parkway 174 995 1,169 27 1982 (o)
5911 Breckenridge Parkway 311 1,773 2,084 48 1982 (o)
5910 Breckenridge Parkway 440 2,502 2,942 68 1982 (o)
5912 Breckenridge Parkway 464 2,637 3,101 71 1982 (o)
4515-4519 George Road 640 3,655 4,295 54 1985 (o)
6301 Benjamin Road 295 1,697 1,992 21 1986 (o)
5723 Benjamin Road 409 2,327 2,736 29 1986 (o)
6313 Benjamin Road 231 1,320 1,551 16 1986 (o)
5801 Benjamin Road 569 3,238 3,807 40 1986 (o)
5802 Benjamin Road 692 4,083 4,775 49 1986 (o)
5925 Benjamin Road 331 1,882 2,213 24 1986 (o)
OTHER
2800 Airport Road (k) 490 3,386 3,876 1,537 1965 (o)
3501 Maple Street 260 1,805 2,065 813 1980 (o)
4200 West Harry Street (i) 528 3,640 4,168 1,643 1972 (o)
Industrial Park No. 2 776 5,330 6,106 2,405 1968 (o)
6601 S. 33rd Street 233 1,304 1,537 82 1975 (o)
80,445 28,836 109,281 3,288 (p)
---------- --------- ------------ ----------
$ 372,661 1,828,976 $ 2,201,637 (q) $ 232,889
========== ========= ============ ==========
S-12
NOTES:
(a) See description of encumbrances in Note 6 to Notes to Consolidated
Financial statements.
(b) Initial cost for each respective property is total acquisition costs
associated with its purchase.
(c) These properties collateralize the CIGNA Loan.
(d) These properties collateralize the Assumed Loans.
(e) These properties collateralize the Acquisition Mortgage Loan III.
(f) This property collateralizes the Acquisition Mortgage Loan IV.
(g) These properties collateralize the Acquisition Mortgage Loan VI.
(h) Comprised of two properties.
(i) Comprised of three properties.
(j) Comprised of four properties.
(k) Comprised of five properties.
(l) Comprised of six properties.
(m) Comprised of seven properties.
(n) Comprised of 29 properties.
(o) 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
(p) These properties represent developable land and redevelopments
that have not been placed in service.
(q) Excludes $140,887 of Construction in Progress and $1,174 of Furniture,
Fixtures and Equipment.
(r) During 2000, the Consolidated Operating Partnership recognized a valuation
provision of $2,169 on these properties.
(s) During 2001, the Consolidated Operating Partnership recognized a valuation
provision of $6,490 on these properties.
At December 31, 2001, the aggregate cost of land and buildings and
equipment for federal income tax purpose was approximately $1.9 billion
(excluding construction in progress.)
S-13
CONSOLIDATED OPERATING PARTNERSHIP
SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)
As of December 31, 2001
(Dollars in thousands)
The changes in total real estate assets for the three years ended
December 31, 2001 are as follows:
2001 2000 1999
----------- ----------- -----------
Balance, Beginning of Year ................................................... $ 2,228,494 $ 2,131,434 $ 2,133,465
Transfer of Assets Between the Operating Partnership and
the Other Real Estate Partnerships .......................................... -- -- (11,690)
Acquisitions, Construction Costs and Improvements ............................ 397,143 473,090 160,588
Disposition of Assets ........................................................ (275,449) (373,861) (150,929)
Valuation Provision .......................................................... (6,490) (2,169) --
----------- ----------- -----------
Balance, End of Year ......................................................... $ 2,343,698 $ 2,228,494 $ 2,131,434
=========== =========== ===========
The changes in accumulated depreciation for the three years ended
December 31, 2001 are as follows:
2001 2000 1999
----------- ----------- -----------
Balance, Beginning of Year ................................................... $ 202,786 $ 179,293 $ 145,435
Transfer of Assets Between the Operating Partnership and the Other
Real Estate Partnerships .................................................... -- -- (1,303)
Depreciation for Year ........................................................ 54,781 49,496 52,494
Disposition of Assets ........................................................ (24,678) (26,003) (17,333)
----------- ----------- -----------
Balance, End of Year ......................................................... $ 232,889 $ 202,786 $ 179,293
=========== =========== ===========
S-14