UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from_________ to_______.
Commission File Number 333-21873
FIRST INDUSTRIAL, L.P.
(Exact name of Registrant as specified in its Charter)
DELAWARE 36-3924586
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
311 S. WACKER DRIVE, SUITE 4000, CHICAGO, ILLINOIS 60606
(Address of principal executive offices) (Zip Code)
(312) 344-4300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X) No ( ).
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes (X) No ( ).
FIRST INDUSTRIAL, L.P.
TABLE OF CONTENTS
PAGE
----
PART I.
Item 1. Business..................................................................................... 3
Item 2. The Properties............................................................................... 7
Item 3. Legal Proceedings............................................................................ 28
Item 4. Submission of Matters to a Vote of Security Holders.......................................... 28
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters........................ 29
Item 6. Selected Financial Data...................................................................... 30
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations........ 33
Item 7a. Quantitative and Qualitative Disclosures About Market Risk................................... 46
Item 8. Financial Statements and Supplementary Data.................................................. 46
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures........ 46
PART III.
Item 10. Directors and Executive Officers of the Registrant........................................... 47
Item 11. Executive Compensation....................................................................... 47
Item 12. Security Ownership of Certain Beneficial Owners and Management............................... 47
Item 13. Certain Relationships and Related Transactions............................................... 47
Item 14. Controls and Procedures...................................................................... 47
PART IV.
Item 15. Exhibits, Financial Statements, Financial Statement Schedule and Reports on Form 8-K......... 48
SIGNATURES ............................................................................................. 51
1
This report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. First Industrial, L.P.
(the "Operating Partnership") intends such forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995, and is including this
statement for purposes of complying with those safe harbor provisions.
Forward-looking statements, which are based on certain assumptions and describe
future plans, strategies and expectations of the Operating Partnership, are
generally identifiable by use of the words "believe," "expect," "intend,"
"anticipate," "estimate," "project," or similar expressions. The Operating
Partnership's ability to predict results or the actual effect of future plans or
strategies is inherently uncertain. Factors which could have a material adverse
affect on the operations and future prospects of the Operating Partnership on a
consolidated basis include, but are not limited to, changes in: economic
conditions generally and the real estate market specifically, legislative/
regulatory changes (including changes to laws governing the taxation of real
estate investment trusts), availability of capital, interest rates, competition,
supply and demand for industrial properties in the Operating Partnership's
current and proposed market areas, potential environmental liabilities, slippage
in development or lease-up schedules, tenant credit risks, higher-than-expected
costs and general accounting principles, policies and guidelines applicable to
real estate investment trusts. These risks and uncertainties should be
considered in evaluating forward-looking statements and undue reliance should
not be placed on such statements. Further information concerning the Operating
Partnership and its business, including additional factors that could materially
affect the Operating Partnership's financial results, is included herein and in
the Operating Partnership's other filings with the Securities and Exchange
Commission.
2
PART I
ITEM 1. BUSINESS
THE COMPANY
GENERAL
First Industrial, L.P. (the "Operating Partnership") was organized as a
limited partnership in the state of Delaware on November 23, 1993. The sole
general partner is First Industrial Realty Trust, Inc. (the "Company") with an
approximate 85.0% ownership interest at December 31, 2002. The Company also owns
a preferred general partnership interest in the Operating Partnership
("Preferred Units") with an aggregate liquidation priority of $250.0 million.
The Company is a real estate investment trust ("REIT") as defined in the
Internal Revenue Code. The Company's operations are conducted primarily through
the Operating Partnership. The limited partners of the Operating Partnership
own, in the aggregate, approximately a 15.0% interest in the Operating
Partnership at December 31, 2002.
The Operating Partnership is the sole member of several limited
liability companies (the "L.L.C.s") and the sole stockholder of First Industrial
Development Services, Inc., and holds at least a 99% limited partnership
interest in First Industrial Financing Partnership, L.P. (the "Financing
Partnership"), First Industrial Securities, L.P. (the "Securities Partnership"),
First Industrial Mortgage Partnership, L.P (the "Mortgage Partnership"), First
Industrial Pennsylvania, L.P. (the "Pennsylvania Partnership"), First Industrial
Harrisburg, L.P. (the "Harrisburg Partnership"), First Industrial Indianapolis,
L.P. (the "Indianapolis Partnership"), TK-SV, LTD., and FI Development Services
L.P. (together, the "Other Real Estate Partnerships"). The Operating
Partnership, through separate wholly-owned limited liability companies in which
it is the sole member, also owns minority equity interests in, and provides
asset and property management services to, three joint ventures which invest in
industrial properties.
The general partners of the Other Real Estate Partnerships are separate
corporations, each with at least a .01% general partnership interest in the
Other Real Estate Partnerships for which it acts as a general partner. Each
general partner of the Other Real Estate Partnerships is a wholly-owned
subsidiary of the Company.
As of December 31, 2002, the Operating Partnership, the L.L.C.s and
First Industrial Development Services, Inc. (hereinafter defined as the
"Consolidated Operating Partnership") owned 798 in-service industrial
properties, containing an aggregate of approximately 49.9 million square feet of
gross leasable area ("GLA"). On a combined basis, as of December 31, 2002, the
Other Real Estate Partnerships owned 110 in-service industrial properties,
containing an aggregate of approximately 10.1 million square feet of GLA. Of the
110 industrial properties owned by the Other Real Estate Partnerships at
December 31, 2002, 16 are held by the Mortgage Partnership, 45 are held by the
Pennsylvania Partnership, 16 are held by the Securities Partnership, 19 are held
by the Financing Partnership, eight are held by the Harrisburg Partnership, five
are held by the Indianapolis Partnership and one is held by TK-SV, LTD.
The Consolidated Operating Partnership utilizes an operating approach
which combines the effectiveness of decentralized, locally based property
management, acquisition, sales and development functions with the cost
efficiencies of centralized acquisition, sales and development support, capital
markets expertise, asset management and fiscal control systems. At March 7,
2003, the Consolidated Operating Partnership had 322 employees.
The Consolidated Operating Partnership has grown and will seek to
continue to grow through the development and the acquisition of additional
industrial properties and through its corporate services program.
The Company maintains a website at www.firstindustrial.com. Copies of
the Company's annual report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and amendments to such reports are available without
charge on the Company's website as soon as reasonably practicable after such
reports are filed or furnished with the SEC. In addition, the Company has
prepared supplemental financial and operating information which is available
without charge on the Company's website or upon request to the Company. Please
direct requests as follows:
First Industrial Realty Trust, Inc.
311 S. Wacker, Suite 4000
Chicago, IL 60606
Attention: Investor Relations
3
BUSINESS OBJECTIVES AND GROWTH PLANS
The Consolidated Operating Partnership's fundamental business objective
is to maximize the total return to its partners through increases in per unit
distributions and increases in the value of the Consolidated Operating
Partnership's properties and operations. The Consolidated Operating
Partnership's growth plans include the following elements:
- - Internal Growth. The Consolidated Operating Partnership seeks to grow
internally by (i) increasing revenues by renewing or re-leasing spaces
subject to expiring leases at higher rental levels; (ii) increasing
occupancy levels at properties where vacancies exist and maintaining
occupancy elsewhere; (iii) controlling and minimizing property
operating and general and administrative expenses; (iv) renovating
existing properties; and (v) increasing ancillary revenues from
non-real estate sources.
- - External Growth. The Consolidated Operating Partnership seeks to grow
externally through (i) the development of industrial properties; (ii)
the acquisition of portfolios of industrial properties, industrial
property businesses or individual properties which meet the
Consolidated Operating Partnership's investment parameters and
geographic target markets; and (iii) the expansion of its properties.
- - Corporate Services. Through its corporate services program, the
Consolidated Operating Partnership builds for, purchases from, and
leases and sells industrial properties to companies that need to
improve their industrial facility networks and supply chain. The
Consolidated Operating Partnership seeks to grow this business by
targeting both large and middle market public and private companies.
BUSINESS STRATEGIES
The Consolidated Operating Partnership utilizes the following six
strategies in connection with the operation of its business:
- - Organization Strategy. The Consolidated Operating Partnership
implements its decentralized property operations strategy through the
use of experienced regional management teams and local property
managers. Each operating region is headed by a managing director, who
is a senior executive officer of, and has an equity interest in, the
Company. The Consolidated Operating Partnership provides acquisition,
development and financing assistance, asset management oversight and
financial reporting functions from its headquarters in Chicago,
Illinois to support its regional operations. The Consolidated Operating
Partnership believes the size of its portfolio enables it to realize
operating efficiencies by spreading overhead among many properties and
by negotiating quantity purchasing discounts.
- - Market Strategy. The Consolidated Operating Partnership's market
strategy is to concentrate on the top industrial real estate markets
in the United States. These top industrial real estate markets are
based upon one or more of the following characteristics: (i) the
strength of the market's industrial real estate fundamentals, including
increased industrial demand expectations from supply chain management;
(ii) the history and future outlook for continued economic growth and
diversity; and (iii) a minimum market size of 100 million square feet
of industrial space.
- - Disposition Strategy. The Consolidated Operating Partnership continues
to evaluate local market conditions and property-related factors in all
of its markets and will consider disposition of select assets.
- - Acquisition/Development Strategy. The Consolidated Operating
Partnership's acquisition/development strategy is to concentrate on the
top industrial real estate markets in the United States. Of the 908
properties in the Consolidated Operating Partnership's and Other Real
4
Estate Partnerships' combined portfolios at December 31, 2002, 168
properties have been developed by either the Consolidated Operating
Partnership, the Other Real Estate Partnerships, or its former
management. The Consolidated Operating Partnership will continue to
leverage the development capabilities of its management, many of whom
are leading developers in their respective markets.
- - Financing Strategy. The Consolidated Operating Partnership plans on
utilizing net sales proceeds from property sales as well as borrowings
under its $300 million unsecured line of credit to finance future
acquisitions and developments. As of March 7, 2003, the Consolidated
Operating Partnership had approximately $91.7 million available in
additional borrowings under its $300 million unsecured line of credit.
- - Leasing and Marketing Strategy. The Consolidated Operating Partnership
has an operational management strategy designed to enhance tenant
satisfaction and portfolio performance. The Consolidated Operating
Partnership pursues an active leasing strategy, which includes
aggressively marketing available space, seeking to renew existing
leases at higher rents per square foot and seeking leases which provide
for the pass-through of property-related expenses to the tenant. The
Consolidated Operating Partnership also has local and national
marketing programs which focus on the business and real estate
brokerage communities and national tenants.
RECENT DEVELOPMENTS
In 2002, the Consolidated Operating Partnership acquired or completed
development of 84 properties and acquired several parcels of land for a total
estimated investment of approximately $298.4 million. The Consolidated Operating
Partnership also sold 92 in-service properties, four properties that were out of
service and several parcels of land for a gross sales price of approximately
$386.1 million.
On April 1, 2002, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of
approximately $5.8 million which bears interest at a fixed rate of 8.26%,
provides for monthly principal and interest payments based on a 22-year
amortization schedule and matures on December 1, 2019.
On April 1, 2002, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of
approximately $6.0 million which bears interest at a fixed rate of 8.26%,
provides for monthly principal and interest payments based on a 22-year
amortization schedule and matures on December 1, 2019.
On June 14, 2002, the Consolidated Operating Partnership, through the
Operating Partnership, paid off and retired its $.7 million mortgage loan which
bore interest at 8.00%, provided for interest-only payments prior to maturity
and was to mature 180 days after the completion of a contingent event relating
to the environmental status of the property collateralizing the loan.
On July 2, 2002, the Consolidated Operating Partnership, through the
Operating Partnership, paid off and retired its $1.0 million mortgage loan which
bore interest at 8.875%, provided for monthly principal and interest payments
based on a 20-year amortization schedule and was to mature November 1, 2006.
On October 1, 2002, the Consolidated Operating Partnership, through the
Operating Partnership, paid off and retired its $36.8 million mortgage loan
which bore interest at 7.50%, provided for monthly principal and interest
payments based on a 25-year amortization schedule and was to mature on April 1,
2003.
On December 4, 2002, the Consolidated Operating Partnership, through
the Operating Partnership, paid off and retired its $3.6 million mortgage loan
which bore interest at 8.875%, provided for monthly principal and interest
payments based on a 20-year amortization schedule and was to mature on June 1,
2003.
On April 15, 2002, the Consolidated Operating Partnership, through the
Operating Partnership, issued $200.0 million of senior unsecured debt which
matures on April 15, 2012 and bears a coupon interest rate of 6.875%.
5
On April 15, 2002, the Consolidated Operating Partnership, through the
Operating Partnership, issued $50.0 million of senior unsecured debt which
matures on April 15, 2032 and bears a coupon interest rate of 7.75%.
The Consolidated Operating Partnership received redemption notices from
holders representing approximately $84.9 million of the Company's $100.0 million
senior unsecured debt which was to mature on May 15, 2027 and bore a coupon
interest rate of 7.15% (the "2027 Notes"). On May 15, 2002, the Consolidated
Operating Partnership paid off and retired $84.9 million of the 2027 Notes.
On September 27, 2002, the Consolidated Operating Partnership, through
the Operating Partnership, amended and restated its $300.0 million unsecured
line of credit. The Consolidated Operating Partnership's unsecured line of
credit matures on September 30, 2005 and bears interest at a floating rate of
LIBOR plus .70%, or the Prime Rate, at the Consolidated Operating Partnership's
election.
During the year ended December 31, 2002, the Company repurchased
1,091,500 shares of its common stock at a weighted average price of
approximately $27.02 per share. The Operating Partnership repurchased general
partnership units from the Company in the same amount.
During the period January 1, 2003 through March 7, 2003, the
Consolidated Operating Partnership acquired or completed development of two
industrial properties for a total estimated investment of approximately $26.7
million. The Consolidated Operating Partnership also sold five industrial
properties and one land parcel for approximately $11.8 million of gross proceeds
during this period.
From January 1, 2003 to March 7, 2003, the Company repurchased 37,300
shares of its common stock at a weighted average price of approximately $26.73
per share. The Operating Partnership repurchased general partnership units from
the Company in the same amount.
On March 5, 2003, the Operating Partnership declared a first quarter
2003 distribution of $.685 per unit which is payable on April 21, 2003. The
Operating Partnership also declared first quarter 2003 preferred unit
distributions of $53.906 per unit on its 8 5/8% Series C Cumulative Preferred
Units, $49.687 per unit on its 7.95% Series D Cumulative Preferred Units and
$49.375 per unit on its 7.90% Series E Cumulative Preferred Units, respectively,
totaling, in the aggregate, approximately $5.0 million, which is payable on
March 31, 2003.
FUTURE PROPERTY ACQUISITIONS, DEVELOPMENTS AND PROPERTY SALES
The Consolidated Operating Partnership has an active acquisition and
development program through which it is continually engaged in identifying,
negotiating and consummating portfolio and individual industrial property
acquisitions and developments. As a result, the Consolidated Operating
Partnership is currently engaged in negotiations relating to the possible
acquisition and development of certain industrial properties located in the
United States.
The Consolidated Operating Partnership also sells properties based on
market conditions and property related factors. As a result, the Consolidated
Operating Partnership is currently engaged in negotiations relating to the
possible sales of certain industrial properties in the Consolidated Operating
Partnership's current portfolio.
When evaluating potential industrial property acquisitions and
developments, as well as potential industrial property sales, the Consolidated
Operating Partnership will consider such factors as: (i) the geographic area and
type of property; (ii) the location, construction quality, condition and design
of the property; (iii) the potential for capital appreciation of the property;
(iv) the ability of the Consolidated Operating Partnership to improve the
property's performance through renovation; (v) the terms of tenant leases,
including the potential for rent increases; (vi) the potential for economic
growth and the tax and regulatory environment of the area in which the property
is located; (vii) the potential for expansion of the physical layout of the
property and/or the number of sites; (viii) the occupancy and demand by tenants
for properties of a similar type in the vicinity; and (ix) competition from
existing properties and the potential for the construction of new properties in
the area.
6
INDUSTRY
Industrial properties are typically used for the design, assembly,
packaging, storage and distribution of goods and/or the provision of services.
As a result, the demand for industrial space in the United States is related to
the level of economic output. Historically, occupancy rates for industrial
property in the United States have been higher than those for other types of
commercial property. The Consolidated Operating Partnership believes that the
higher occupancy rate in the industrial property sector is a result of the
construction-on-demand nature of, and the comparatively short development time
required for, industrial property. For the five years ended December 31, 2002,
the occupancy rates for industrial properties in the United States have ranged
from 88.8%* to 93.4%*, with an occupancy rate of 88.8%* at December 31, 2002.
ITEM 2. THE PROPERTIES
GENERAL
At December 31, 2002, the Consolidated Operating Partnership and the
Other Real Estate Partnerships owned 908 in-service properties (798 of which
were owned by the Consolidated Operating Partnership and 110 of which were owned
by the Other Real Estate Partnerships) containing an aggregate of approximately
60.0 million square feet of GLA (49.9 million square feet of which comprised the
properties owned by the Consolidated Operating Partnership and 10.1 million
square feet of which comprised the properties owned by the Other Real Estate
Partnerships) in 24 states, with a diverse base of more than 2,500 tenants
engaged in a wide variety of businesses, including manufacturing, retail,
wholesale trade, distribution and professional services. The properties are
generally located in business parks that have convenient access to interstate
highways and/or rail and air transportation. The weighted average age of the
Consolidated Operating Partnership's and the Other Real Estate Partnerships'
properties on a combined basis as of December 31, 2002 was approximately 17
years. The Consolidated Operating Partnership and Other Real Estate Partnerships
maintain insurance on their respective properties that the Consolidated
Operating Partnership and Other Real Estate Partnerships believe is adequate.
The Consolidated Operating Partnership and the Other Real Estate
Partnerships classify their properties into five industrial categories: light
industrial, bulk warehouse, R&D/flex, regional warehouse and manufacturing.
While some properties may have characteristics which fall under more than one
property type, the Consolidated Operating Partnership and the Other Real Estate
Partnerships have used what they believe is the most dominant characteristic to
categorize the property.
The following describes the different industrial categories:
- Light industrial properties generally are of less than 100,000
square feet, have a ceiling height of 16 to 21 feet, are
comprised of 5% - 50% of office space, contain less than 50%
of manufacturing space and have a land use ratio of 4:1. The
land use ratio is the ratio of the total property area to that
which is occupied by the building.
- Bulk warehouse buildings generally are of more than 100,000
square feet, have a ceiling height of at least 22 feet, are
comprised of 5% - 15% of office space, contain less than 25%
of manufacturing space and have a land use ratio of 2:1.
- R&D/flex buildings generally are of less than 100,000 square
feet, have a ceiling height of less than 16 feet, are
comprised of 50% or more of office space, contain less than
25% of manufacturing space and have a land use ratio of 4:1.
- Regional warehouses generally are of less than 100,000 square
feet, have a ceiling height of at least 22 feet, are comprised
of 5% - 15% of office space, contain less than 25% of
manufacturing space and have a land use ratio of 2:1.
- Manufacturing properties are a diverse category of buildings
that generally have a ceiling height of 10 - 18 feet, are
comprised of 5% - 15% of office space, contain at least 50% of
manufacturing space and have a land use ratio of 4:1.
* SOURCE: TORTO WHEATON RESEARCH
7
The following tables summarize certain information as of December 31,
2002 with respect to the properties owned by the Consolidated Operating
Partnership, each of which is wholly-owned. Information in the tables excludes
properties under development at December 31, 2002.
CONSOLIDATED OPERATING PARTNERSHIP
PROPERTY SUMMARY
Light Industrial R&D Flex Bulk Warehouse
------------------------ ---------------------- -------------------------
Number of Number of Number of
Metropolitan Area GLA Properties GLA Properties GLA Properties
- ------------------ ---------- ---------- --------- ---------- ---------- ----------
Atlanta, GA 538,259 10 140,538 3 2,425,734 7
Baltimore, MD 700,193 12 -- -- 292,659 2
Central Pennsylvania -- -- -- -- -- --
Chicago, IL 1,579,631 28 197,354 3 2,177,556 10
Cincinnati, OH 334,220 2 -- -- 1,348,880 6
Columbus, OH 217,612 2 -- -- 947,934 3
Dallas, TX 1,866,246 50 492,540 20 1,442,188 9
Dayton, OH 322,746 6 20,000 1 -- --
Denver, CO 1,837,873 38 1,607,297 41 538,906 4
Detroit, MI 2,166,682 86 402,720 14 498,608 5
Grand Rapids, MI 61,250 1 -- -- -- --
Houston, TX 536,211 7 200,112 3 1,939,227 12
Indianapolis, IN 767,980 17 48,200 4 1,318,701 7
Los Angeles, CA 242,336 17 68,672 3 976,597 4
Louisville, KY -- -- -- -- 443,500 2
Milwaukee, WI 146,061 3 -- -- 100,000 1
Minneapolis/St. Paul, MN 917,831 17 661,405 10 1,472,695 7
Nashville, TN 301,865 6 -- -- 1,645,798 9
N. New Jersey 1,510,436 29 564,008 13 1,122,360 6
Phoenix, AZ 38,560 1 -- -- -- --
Portland, OR 635,825 24 -- -- -- --
Salt Lake City, UT 592,010 40 146,937 6 -- --
S. New Jersey 980,828 22 -- -- 323,750 2
St. Louis, MO 466,969 7 -- -- 410,719 3
Tampa, FL 607,592 19 692,589 26 -- --
Other (a) -- -- -- -- 333,855 4
---------- --- --------- --- ---------- ------
Total 17,369,216 444 5,242,372 147 19,759,667 103
========== === ========= === ========== ======
Regional Warehouse Manufacturing
---------------------- -----------------------
Number of Number of
Metropolitan Area GLA Properties GLA Properties
- ------------------ --------- ---------- --------- ----------
Atlanta, GA 293,646 4 298,000 2
Baltimore, MD -- -- 171,000 1
Central Pennsylvania -- -- 70,000 1
Chicago, IL 168,802 2 461,531 3
Cincinnati, OH -- -- -- --
Columbus, OH -- -- 255,470 1
Dallas, TX 795,077 12 224,984 2
Dayton, OH -- -- -- --
Denver, CO 480,549 8 -- --
Detroit, MI 783,443 18 -- --
Grand Rapids, MI -- -- 413,500 1
Houston, TX 365,960 5 -- --
Indianapolis, IN 217,710 6 71,600 2
Los Angeles, CA 276,284 6 -- --
Louisville, KY -- -- -- --
Milwaukee, WI -- -- -- --
Minneapolis/St. Paul, MN 550,846 5 678,649 10
Nashville, TN -- -- 109,058 1
N. New Jersey 58,585 1 -- --
Phoenix, AZ 82,288 1 -- --
Portland, OR -- -- -- --
Salt Lake City, UT -- -- -- --
S. New Jersey 209,300 3 22,738 1
St. Louis, MO -- -- -- --
Tampa, FL 41,377 1 -- --
Other (a) 50,000 1 346,103 6
--------- ------ --------- ------
Total 4,373,867 73 3,122,633 31
========= ====== ========= ======
(a) Properties are located in Denton, Texas; Abilene, Texas; McAllen, Texas;
Wichita, Kansas and West Lebanon, New Hampshire.
8
CONSOLIDATED OPERATING PARTNERSHIP
PROPERTY SUMMARY TOTALS
TOTALS
----------------------------------------------------------------------------
GLA AS A %
NUMBER OF OCCUPANCY AT OF TOTAL
METROPOLITAN AREA GLA PROPERTIES 12/31/02 PORTFOLIO
- ------------------------ ------------ -------------- -------------------- --------------
Atlanta, GA 3,696,177 26 95% 7.4%
Baltimore, MD 1,163,852 15 90% 2.3%
Central Pennsylvania 70,000 1 100% 0.1%
Chicago, IL 4,584,874 46 88% 9.2%
Cincinnati, OH 1,683,100 8 88% 3.4%
Columbus, OH 1,421,016 6 93% 2.8%
Dallas, TX 4,821,035 93 90% 9.7%
Dayton, OH 342,746 7 91% 0.7%
Denver, CO 4,464,625 91 90% 8.9%
Detroit, MI 3,851,453 123 90% 7.7%
Grand Rapids, MI 474,750 2 100% 1.0%
Houston, TX 3,041,510 27 89% 6.1%
Indianapolis, IN 2,424,191 36 82% 4.9%
Los Angeles, CA 1,563,889 30 93% 3.1%
Louisville, KY 443,500 2 89% 0.9%
Milwaukee, WI 246,061 4 100% 0.5%
Minneapolis/St. Paul, MN 4,281,426 49 87% 8.6%
Nashville, TN 2,056,721 16 84% 4.1%
N. New Jersey 3,255,389 49 91% 6.5%
Phoenix, AZ 120,848 2 68% 0.2%
Portland, OR 635,825 24 95% 1.3%
Salt Lake City, UT 738,947 46 84% 1.5%
S. New Jersey 1,536,616 28 93% 3.1%
St. Louis, MO 877,688 10 88% 1.8%
Tampa, FL 1,341,558 46 85% 2.7%
Other (a) 729,958 11 83% 1.5%
----------- -------- ---------- --------
Total or Average 49,867,755 798 89% 100.0%
=========== ======== ========== ========
(a) Properties are located in Denton, Texas; Abilene, Texas; McAllen, Texas;
Wichita, Kansas and West Lebanon, New Hampshire.
9
OTHER REAL ESTATE PARTNERSHIPS
PROPERTY SUMMARY
The following tables summarize certain information as of December 31,
2002 with respect to the properties owned by the Other Real Estate Partnerships,
each of which is wholly-owned.
Light Industrial Bulk Warehouse R&D Flex Regional Warehouse Manufacturing
--------------------- --------------------- -------------------- ------------------- --------------------
Number Number Number Number Number
of of of of of
Metropolitan Area GLA Properties GLA Properties GLA Properties GLA Properties GLA Properties
- -------------------- --------- ---------- --------- ---------- ------- ---------- ------- ---------- ------- ----------
Atlanta, GA 59,959 1 1,037,338 3 153,536 4 90,289 1 -- --
Baltimore, MD 65,860 1 -- -- 78,418 1 -- -- -- --
Central Pennsylvania 383,070 4 1,089,486 6 -- -- 117,579 3 -- --
Chicago, IL 108,692 2 444,336 2 49,730 1 50,009 1 -- --
Des Moines, IA -- -- -- -- -- -- 88,000 1 -- --
Detroit, MI 353,854 7 160,035 1 33,092 2 -- -- -- --
Indianapolis, IN -- -- 1,862,321 5 -- -- 60,000 1 -- --
Los Angeles, CA 86,084 3 -- -- 18,921 4 -- -- -- --
Milwaukee, WI -- -- -- -- 93,705 2 39,468 1 -- --
Minneapolis/St
Paul, MN 130,647 2 -- -- -- -- -- -- 532,080 3
Nashville, TN -- -- 160,661 1 -- -- -- -- -- --
Philadelphia, PA 1,185,246 27 257,720 2 128,059 5 258,190 4 56,827 2
St. Louis, MO -- -- 245,000 2 -- -- -- -- -- --
Tampa, FL -- -- -- -- 44,427 1 -- -- -- --
Other (a) 99,000 3 490,500 1 -- -- -- -- -- --
--------- ------ --------- ------ ------- ------ ------- ------ ------- ------
Total 2,472,412 50 5,747,397 23 599,888 20 703,535 12 588,907 5
========= ====== ========= ====== ======= ====== ======= ====== ======= ======
(a) Properties are located in Austin, Texas and Sparks, Nevada.
10
OTHER REAL ESTATE PARTNERSHIPS
PROPERTY SUMMARY TOTALS
TOTALS
-----------------------------------------------------------------------
GLA AS A %
NUMBER OF OCCUPANCY AT OF TOTAL
METROPOLITAN AREA GLA PROPERTIES 12/31/02 PORTFOLIO
- ------------------------ ---------------- --------------- ------------------ ------------
Atlanta, GA 1,341,122 9 98% 13.3%
Baltimore, MD 144,278 2 87% 1.4%
Central Pennsylvania 1,590,135 13 71% 15.7%
Chicago, IL 652,767 6 82% 6.5%
Des Moines, IA 88,000 1 90% 0.9%
Detroit, MI 546,981 10 100% 5.4%
Indianapolis, IN 1,922,321 6 99% 19.0%
Los Angeles, CA 105,005 7 92% 1.0%
Milwaukee, WI 133,173 3 72% 1.3%
Minneapolis/St. Paul, MN 662,727 5 92% 6.6%
Nashville, TN 160,661 1 100% 1.6%
Philadelphia, PA 1,886,042 40 94% 18.7%
St. Louis, MO 245,000 2 85% 2.4%
Tampa, FL 44,427 1 91% 0.4%
Other (a) 589,500 4 97% 5.8%
--------------- -------- ---------- --------
Total or Average 10,112,139 110 91% 100.0%
=============== ======== ========== ========
(a) Properties are located in Austin, Texas and Sparks, Nevada.
11
PROPERTY ACQUISITION ACTIVITY
During 2002, the Consolidated Operating Partnership acquired 67
in-service industrial properties totaling approximately 4.2 million square feet
of GLA at a total purchase price of approximately $179.6 million, or $42.81 per
square foot. The Consolidated Operating Partnership also purchased numerous land
parcels for an aggregate purchase price of approximately $2.0 million. The 67
industrial properties acquired have the following characteristics:
NUMBER OF OCCUPANCY
METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE AT 12/31/02
- ---------------------------- ---------- --------- --------------------------------- ------------
Chicago, IL 1 50,050 Light Industrial 100%
Los Angeles, CA 2 464,800 Bulk Warehouse 100%
Northern New Jersey 3 281,926 Bulk Warehouse 87%
St. Louis, MO 4 332,630 Light Industrial 100%
Denver, CO (b) 1 81,564 Regional Warehouse N/A
Chicago, IL (a) 1 389,155 Bulk Warehouse N/A
Los Angeles, CA 1 396,095 Bulk Warehouse 100%
Houston, TX 3 131,000 Light Industrial 100%
Los Angeles, CA (d) 8 195,701 Reg. Warehouse/Light 88%
Industrial/R&D/Flex
Dallas, TX 6 422,026 Bulk Warehouse/Light Industrial 100%
Dallas, TX (b) 1 49,177 Light Industrial N/A
Atlanta, GA (b) 1 75,600 Regional Warehouse N/A
Dallas, TX (d) 18 450,360 Reg. Warehouse/Light 94%
Industrial/R&D/Flex
Northern New Jersey 8 409,240 Light Industrial 90%
Northern New Jersey (d) 1 45,770 Light Industrial 100%
Phoenix, AZ 1 82,288 Regional Warehouse 100%
Indianapolis, IN (c)(d) 2 121,600 Light Industrial N/A
Chicago, IL 2 158,791 R&D/Flex/Light Industrial 84%
Los Angeles, CA 3 103,008 Regional Warehouse 99%
----- ---------
67 4,240,781
===== =========
(a) Property was sold in 2002.
(b) Property was placed out of service.
(c) One property was sold in 2002.
(d) Purchased from one of the Consolidated Operating Partnership's joint
ventures in 2002.
During 2002, the Other Real Estate Partnerships acquired 23 in-service
industrial properties totaling approximately 1.4 million square feet of GLA at a
total purchase price of approximately $57.8 million, or $40.59 per square foot.
The 23 industrial properties acquired have the following characteristics:
NUMBER OF OCCUPANCY
METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE AT 12/31/02
- -------------------------- ---------- --------- ------------------------------- -----------
Philadelphia, PA 14 765,489 R&D/Flex/Light Industrial 92%
Los Angeles, CA 7 105,005 R&D/Flex/Light Industrial 91%
Denver, CO 1 490,500 Bulk Warehouse 100%
Philadelphia, PA 1 64,402 Light Industrial 73%
------ ---------
23 1,425,396
====== =========
12
PROPERTY DEVELOPMENT ACTIVITY
During 2002, the Consolidated Operating Partnership placed in-service
17 developments totaling approximately 3.2 million square feet of GLA at a total
cost of approximately $116.8 million, or $36.77 per square foot. The developed
properties have the following characteristics:
OCCUPANCY
METROPOLITAN AREA GLA PROPERTY TYPE AT 12/31/02
- -------------------------------------- ---------- ------------------------- -------------
Phoenix, AZ (a) 73,802 Regional Warehouse N/A
Harrisburg, PA (a) (c) 181,990 Bulk Warehouse N/A
Atlanta, GA (a) (c) 527,000 Bulk Warehouse N/A
Dallas, TX 102,232 Regional Warehouse 85%
Phoenix, AZ (a) (c) 54,455 Light Industrial N/A
Harrisburg, PA (b) (c) 67,200 Regional Warehouse N/A
Chicago, IL (a) 53,330 N/A N/A
Dallas, TX (a) 472,200 Bulk Warehouse N/A
Baltimore, MD (a) 43,978 Light Industrial N/A
Dallas, TX (a) (c) 36,000 Light Industrial N/A
Tampa, FL (a) (c) 360,000 N/A N/A
Denver, CO (a) (c) 42,380 Light Industrial N/A
Atlanta, GA (a) (c) 455,000 Bulk Warehouse N/A
Nashville, TN 423,500 Bulk Warehouse 100%
Northern New Jersey 62,400 Light Industrial 92%
Phoenix, AZ (a) (c) 18,881 Light Industrial N/A
Atlanta, GA (a) (c) 202,400 Bulk Warehouse N/A
---------
3,176,748
=========
(a) Property was placed in-service and sold in 2002.
(b) Property was sold in 2002.
(c) Property was sold to one of the Consolidated Operating Partnership's joint
ventures in 2002.
At December 31, 2002, the Consolidated Operating Partnership had 31
projects under development, with an estimated completion GLA of approximately
2.8 million square feet and an estimated completion cost of approximately $155.9
million. The Consolidated Operating Partnership estimates it will place in
service all of the projects in fiscal year 2003. There can be no assurance that
the Consolidated Operating Partnership will place in-service these projects in
2003 or that the actual completion cost will not exceed the estimated completion
cost stated above.
13
PROPERTY SALES
During 2002, the Consolidated Operating Partnership sold 92 in-service
industrial properties and four out-of-service properties totaling approximately
9.0 million square feet of GLA and several land parcels. Total gross sales
proceeds approximated $386.1 million. The 92 in-service properties and four
out-of-service properties sold have the following characteristics:
NUMBER OF
METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE
- --------------------------- ----------- -------------- --------------------------------
Long Island, NY 1 34,400 Light Industrial
Grand Rapids, MI 1 42,600 Light Industrial
Northern New Jersey 1 52,402 Regional Warehouse
Tampa, FL 1 26,716 R&D/Flex
Dallas, TX 1 82,229 Light Industrial
Dallas, TX 1 74,106 Regional Warehouse
St. Louis, MO 1 31,500 Light Industrial
St. Louis, MO 1 31,500 Light Industrial
Phoenix, AZ 2 132,261 Regional Warehouse/Light
Industrial
Portland, OR 1 21,600 Light Industrial
Harrisburg, PA (b) 1 181,990 Bulk Warehouse
Northern New Jersey (b) 1 46,000 R&D/Flex
Denver, CO (b) 1 59,270 R&D/Flex
Atlanta, GA (b) 1 527,000 Bulk Warehouse
Detroit, MI 1 48,000 R&D/Flex
Chicago, IL 1 34,875 Light Industrial
Indianapolis, IN 1 389,660 Bulk Warehouse
Los Angeles, CA 1 7,300 Light Industrial
Chicago, IL 1 56,017 Light Industrial
Grand Rapids, MI 1 109,875 Bulk Warehouse
Nashville, TN 1 49,922 Light Industrial
Chicago, IL (a) 1 66,000 Regional Warehouse
Grand Rapids, MI 1 64,961 Light Industrial/Bulk Warehouse
Long Island, NY 1 29,300 Light Industrial
Long Island, NY 5 174,169 Light Industrial
Atlanta, GA (b) 1 123,808 Bulk Warehouse
Atlanta, GA 1 123,457 Bulk Warehouse
Northern New Jersey 1 17,500 Light Industrial
Northern New Jersey 1 17,997 Light Industrial
Northern New Jersey 1 70,800 Light Industrial
Northern New Jersey 1 29,008 Light Industrial
Northern New Jersey 1 17,531 Light Industrial
Phoenix, AZ (b) 1 54,455 Light Industrial
Portland, OR 1 35,000 Light Industrial
Dallas, TX 1 36,000 Light Industrial
Chicago, IL (a) 1 200,000 Manufacturing
Chicago, IL (a) 1 34,596 Light Industrial
Chicago, IL 1 151,436 Bulk Warehouse
Detroit, MI 1 41,500 Light Industrial
Grand Rapids, MI 1 14,400 Light Industrial
Chicago, IL 1 53,330 N/A
Baltimore, MD 1 43,978 Light Industrial
Dallas, TX 1 472,200 Bulk Warehouse
Denver, CO 1 22,735 R&D/Flex
Dallas, TX (b) 1 36,000 Light Industrial
Denver, CO (b) 1 42,380 Light Industrial
Denver, CO (b) 1 32,741 Light Industrial
Harrisburg, PA (b) 1 67,200 Regional Warehouse
Tampa, FL (b) 1 360,000 N/A
Northern New Jersey 1 79,750 Regional Warehouse
Atlanta, GA (b) 1 455,000 Bulk Warehouse
Chicago, IL 1 389,155 Bulk Warehouse
Des Moines, IA 3 604,708 Bulk Warehouse
Detroit, MI (b) 1 145,232 Bulk Warehouse
Northern New Jersey 1 18,000 Light Industrial
14
NUMBER OF
METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE
- --------------------------- ----------- -------------- ---------------------------------
Houston, TX 1 66,565 Regional Warehouse
Northern New Jersey 1 24,905 R&D/Flex
Detroit, MI 1 48,200 R&D/Flex
Portland, OR 1 27,128 Light Industrial
St. Louis, MO 1 178,800 Bulk Warehouse
Grand Rapids, MI 1 101,250 Bulk Warehouse
Los Angeles, CA 1 7,300 Light Industrial
Chicago, IL 1 124,804 Bulk Warehouse
Houston, TX (a) 1 251,850 Bulk Warehouse
Milwaukee, WI 1 38,230 Regional Warehouse
Portland, OR 1 20,000 Light Industrial
Phoenix, AZ (b) 1 18,881 Light Industrial
Atlanta, GA (b) 1 202,400 Bulk Warehouse
Tampa, FL 2 172,000 Light Industrial/Regional
Warehouse
Grand Rapids, MI 10 1,047,600 Light Industrial/Bulk
Warehouse/R&D Flex
Detroit, MI 1 21,850 R&D/Flex
Indianapolis, IN 1 81,600 Light Industrial
Denver, CO 1 20,389 Light Industrial
Cleveland, OH 1 102,500 R&D/Flex
Portland, OR 1 5,000 Light Industrial
Detroit, MI 1 25,470 Light Industrial
Chicago, IL 1 64,080 R&D/Flex
Atlanta, GA 1 121,600 Manufacturing
Detroit, MI 1 88,700 Light Industrial
----- -------------
96 9,024,652
===== =============
(a) Property was out-of-service when sold.
(b) Property was sold to one of the Consolidated Operating Partnership's joint
ventures in 2002.
During 2002, the Other Real Estate Partnerships sold 18 in-service
industrial properties totaling approximately 2.9 million square feet of GLA.
Total gross sales proceeds approximated $87.4 million. The 18 in-service
properties sold have the following characteristics:
NUMBER OF
METROPOLITAN AREA PROPERTIES GLA PROPERTY TYPE
- --------------------------- ----------- ------------ ---------------------------------
Grand Rapids, MI 1 31,750 Manufacturing
Harrisburg, PA 4 1,016,354 Bulk Warehouse
Grand Rapids, MI 1 93,374 Light Industrial/Bulk Warehouse
Indianapolis, IN (a) 1 100,000 Bulk Warehouse
Harrisburg, PA 2 537,720 Bulk Warehouse
Chicago, IL 1 90,833 Bulk Warehouse
Philadelphia, PA 1 19,965 Light Industrial
Philadelphia, PA 1 110,000 Bulk Warehouse
Chicago, IL 1 41,423 Light Industrial
Grand Rapids, MI 5 809,126 Light Industrial/Bulk
Warehouse/R&D Flex
------ -----------
18 2,850,545
====== ===========
(a) Property was sold to one of the Company's joint ventures in 2002.
PROPERTY ACQUISITIONS, DEVELOPMENTS AND SALES SUBSEQUENT TO YEAR END
During the period January 1, 2003 through March 7, 2003, the
Consolidated Operating Partnership acquired or completed development of two
industrial properties for a total estimated investment of approximately $26.7
million. The Consolidated Operating Partnership also sold five industrial
properties and one land parcel for approximately $11.8 million of gross proceeds
during this period.
During the period January 1, 2003 through March 7, 2003, the Other Real
Estate Partnerships sold one industrial property and one land parcel for
approximately $3.9 million of gross proceeds during this period.
15
DETAIL PROPERTY LISTING
The following table lists all of the Consolidated Operating
Partnership's properties as of December 31, 2002, by geographic market area.
PROPERTY LISTING
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/02
- --------------------------- ------------------ ------------ ----------- ------------------- --------- --------- ------------
ATLANTA
1650 GA Highway 155 McDonough, GA 1991 Bulk Warehouse 12.80 228,400 100%
14101 Industrial Park Blvd. Covington, GA 1984 Light Industrial 9.25 92,160 100%
801-804 Blacklawn Road Conyers, GA 1982 Bulk Warehouse 6.67 111,185 61%
1665 Dogwood Drive Conyers, GA 1973 Manufacturing 9.46 198,000 100%
1715 Dogwood Drive Conyers, GA 1973 Manufacturing 4.61 100,000 100%
11235 Harland Drive Covington, GA 1988 Light Industrial 5.39 32,361 100%
4050 Southmeadow Parkway Atlanta, GA 1991 Reg. Warehouse 6.60 87,328 100%
4051 Southmeadow Parkway Atlanta, GA 1989 Bulk Warehouse 11.20 151,935 100%
4071 Southmeadow Parkway Atlanta, GA 1991 Bulk Warehouse 17.80 209,918 100%
3312 N. Berkeley Lake Road Duluth, GA 1969 Bulk Warehouse 52.11 1,040,296 100%
370 Great Southwest Pkway (e) Atlanta, GA 1986 Light Industrial 8.06 150,536 85%
955 Cobb Place Kennesaw, GA 1991 Reg. Warehouse 8.73 97,518 18%
2084 Lake Industrial Court Conyers, GA 1998 Bulk Warehouse 13.74 180,000 100%
220 Greenwood Court McDonough, GA 2000 Bulk Warehouse 26.69 504,000 100%
1255 Oakbrook Drive Norcross, GA 1984 Light Industrial 2.50 36,000 0%
1256 Oakbrook Drive Norcross, GA 1984 Light Industrial 3.48 40,504 100%
1265 Oakbrook Drive Norcross, GA 1984 Light Industrial 3.52 51,200 100%
1266 Oakbrook Drive Norcross, GA 1984 Light Industrial 3.62 30,378 100%
1275 Oakbrook Drive Norcross, GA 1986 Reg. Warehouse 4.36 62,400 100%
1280 Oakbrook Drive Norcross, GA 1986 Reg. Warehouse 4.34 46,400 100%
1300 Oakbrook Drive Norcross, GA 1986 Light Industrial 5.41 52,000 100%
1325 Oakbrook Drive Norcross, GA 1986 Light Industrial 3.53 53,120 100%
1351 Oakbrook Drive Norcross, GA 1984 R&D/Flex 3.93 36,600 84%
1346 Oakbrook Drive Norcross, GA 1985 R&D/Flex 5.52 74,538 100%
1412 Oakbrook Drive Norcross, GA 1985 R&D/Flex 2.89 29,400 85%
--------- ----
SUBTOTAL OR AVERAGE 3,696,177 95%
--------- ----
BALTIMORE
3431 Benson Baltimore, MD 1988 Light Industrial 3.48 60,227 100%
1801 Portal Baltimore, MD 1987 Light Industrial 3.72 57,600 83%
1811 Portal Baltimore, MD 1987 Light Industrial 3.32 60,000 100%
1831 Portal Baltimore, MD 1990 Light Industrial 3.18 46,522 100%
1821 Portal Baltimore, MD 1986 Light Industrial 4.63 86,234 100%
1820 Portal Baltimore, MD (d) 1982 Bulk Warehouse 6.55 171,000 100%
4845 Governers Way Frederick, MD 1988 Light Industrial 5.47 83,064 13%
8900 Yellow Brick Road Baltimore, MD 1982 Light Industrial 5.80 60,000 100%
7476 New Ridge Hanover, MD 1987 Light Industrial 18.00 71,866 100%
1328 Charwood Road Hanover, MD 1986 Bulk Warehouse 9.00 150,500 100%
8779 Greenwood Place Savage, MD 1978 Bulk Warehouse 8.00 142,159 100%
1350 Blair Drive Odenton, MD 1991 Light Industrial 2.86 29,317 95%
1360 Blair Drive Odenton, MD 1991 Light Industrial 4.19 43,194 83%
1370 Blair Drive Odenton, MD 1991 Light Industrial 5.15 52,910 49%
9020 Mendenhall Court Columbia, MD 1981 Light Industrial 3.70 49,259 100%
--------- -----
SUBTOTAL OR AVERAGE 1,163,852 90%
--------- -----
CENTRAL PENNSYLVANIA
125 East Kensinger Drive Cranberry 2000 Manufacturing 13.00 70,000 100%
Township, PA
-------- -----
SUBTOTAL OR AVERAGE 70,000 100%
-------- -----
CHICAGO
2300 Hammond Drive Schaumburg, IL 1970 Light Industrial 4.13 77,000 50%
3600 West Pratt Avenue Lincolnwood, IL 1953/88 Bulk Warehouse 6.35 204,679 99%
6750 South Sayre Avenue Bedford Park, IL 1975 Light Industrial 2.51 63,383 100%
585 Slawin Court Mount Prospect, IL 1992 R&D/Flex 3.71 38,150 0%
2300 Windsor Court Addison, IL 1986 Bulk Warehouse 6.80 105,100 100%
3505 Thayer Court Aurora, IL 1989 Light Industrial 4.60 64,220 100%
3600 Thayer Court Aurora, IL 1989 Light Industrial 6.80 66,958 73%
736-776 Industrial Drive Elmhurst, IL 1975 Light Industrial 3.79 80,180 82%
305-311 Era Drive Northbrook, IL 1978 Light Industrial 1.82 27,549 100%
4330 South Racine Avenue Chicago, IL 1978 Manufacturing 5.57 168,000 100%
12241 Melrose Street Franklin Park, IL 1969 Light Industrial 2.47 77,301 49%
301 Alice Wheeling, IL 1965 Light Industrial 2.88 65,450 100%
11939 South Central Avenue Alsip, IL 1972 Bulk Warehouse 12.60 320,171 100%
405 East Shawmut LaGrange, IL 1965 Light Industrial 3.39 59,075 100%
1010-50 Sesame Street Bensenville, IL 1976 Manufacturing 8.00 252,000 100%
5555 West 70th Place Bedford Park, IL 1973 Manufacturing 2.50 41,531 100%
3200-3250 South St. Louis (e) Chicago, IL 1968 Light Industrial 8.66 74,685 54%
16
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/02
- ---------------------------- ------------------ ------------ ----------- ------------------- --------- --------- ------------
CHICAGO (CONT.)
3110-3130 South St. Louis Chicago, IL 1968 Light Industrial 4.00 23,254 0%
7401 South Pulaski Chicago, IL 1975/86 Bulk Warehouse 5.36 213,670 96%
7501 South Pulaski Chicago, IL 1975/86 Bulk Warehouse 3.88 159,728 100%
385 Fenton Lane West Chicago, IL 1990 Bulk Warehouse 6.79 180,417 100%
335 Crossroad Parkway Bolingbrook, IL 1996 Bulk Warehouse 12.86 288,000 66%
10435 Seymour Avenue Franklin Park, IL 1967/74 Light Industrial 1.85 53,684 43%
905 Paramount Batavia, IL 1977 Light Industrial 2.60 60,000 100%
1005 Paramount Batavia, IL 1978 Light Industrial 2.50 64,574 100%
2120-24 Roberts Broadview, IL 1960 Light Industrial 2.30 60,009 100%
405-17 University Drive Arlington Hgts, IL 1977/78 Light Industrial 2.42 56,400 75%
3575 Stern Avenue St. Charles, IL 1979/1984 Reg. Warehouse 2.73 68,728 100%
3810 Stern Avenue St. Charles, IL 1985 Reg. Warehouse 4.67 100,074 100%
315 Kirk Road St. Charles, IL 1969/93/95 Bulk Warehouse 12.42 309,600 100%
700 Business Center Drive Mount Prospect, IL 1980 Light Industrial 3.12 34,800 100%
555 Business Center Drive Mount Prospect, IL 1981 Light Industrial 2.96 31,175 100%
800 Business Center Drive Mount Prospect, IL 1988/99 Light Industrial 5.40 81,610 100%
580 Slawin Court Mount Prospect, IL 1985 Light Industrial 2.08 30,225 100%
1150 Feehanville Drive Mount Prospect, IL 1983 Light Industrial 2.74 33,600 100%
1200 Business Center Drive Mount Prospect, IL 1988/2000 Light Industrial 6.68 106,000 100%
1331 Business Center Drive Mount Prospect, IL 1985 Light Industrial 3.12 30,380 100%
3627 Stern Avenue St. Charles, IL 1979 Light Industrial 1.84 30,000 100%
301-329 Airport Blvd. North Aurora, IL 1997 Light Industrial 8.05 92,527 100%
19W661 101st Street Lemont, IL 1988 Bulk Warehouse 10.94 248,791 100%
19W751 101st Street Lemont, IL 1991 Bulk Warehouse 7.13 147,400 0%
175 Wall Street Glendale Heights, IL 1990 Light Industrial 4.10 50,050 100%
800-820 Thorndale Avenue Bensenville, IL 1985 R&D/Flex 5.56 73,249 100%
830-890 Supreme Drive Bensenville, IL 1981 Light Industrial 4.77 85,542 72%
1661 Feehanville Avenue Mount Prospect, IL 1986 R&D/Flex 6.89 85,955 69%
--------- -----
SUBTOTAL OR AVERAGE 4,584,874 88%
--------- -----
CINCINNATI
9900-9970 Princeton Cincinnati, OH 1970 Bulk Warehouse 10.64 185,580 79%
2940 Highland Avenue Cincinnati, OH 1969/74 Bulk Warehouse 17.08 502,000 87%
4700-4750 Creek Road Blue Ash, OH 1960 Light Industrial 15.32 265,000 90%
12072 Best Place Springboro, OH 1984 Bulk Warehouse 7.80 112,500 55%
901 Pleasant Valley Drive Springboro, OH 1984/94 Light Industrial 7.70 69,220 100%
4440 Mulhauser Road Cincinnati, OH 1999 Bulk Warehouse 15.26 240,000 100%
4434 Mulhauser Road Cincinnati, OH 1999 Bulk Warehouse 25.00 140,800 82%
9449 Glades Drive Hamilton, OH 1999 Bulk Warehouse 7.40 168,000 100%
--------- -----
SUBTOTAL OR AVERAGE 1,683,100 88%
--------- -----
COLUMBUS
3800 Lockbourne Industrial Columbus, OH 1986 Bulk Warehouse 22.12 404,734 100%
Pky
1819 North Walcutt Road Columbus, OH 1973 Bulk Warehouse 11.33 243,000 61%
4300 Cemetery Road Hilliard, OH 1968/83 Manufacturing 62.71 255,470 100%
4115 Leap Road (e) Hilliard, OH 1977 R&D/Flex 18.66 217,612 100%
3300 Lockbourne Columbus, OH 1964 Bulk Warehouse 17.00 300,200 100%
--------- ---
SUBTOTAL OR AVERAGE 1,421,016 93%
--------- ---
DALLAS/FORT WORTH
1275-1281 Roundtable Drive Dallas, TX 1966 Light Industrial 1.75 30,642 100%
2406-2416 Walnut Ridge Dallas, TX 1978 Light Industrial 1.76 44,000 100%
12750 Perimeter Drive Dallas, TX 1979 Bulk Warehouse 6.72 178,200 72%
1324-1343 Roundtable Drive Dallas, TX 1972 Light Industrial 2.09 47,000 100%
2401-2419 Walnut Ridge Dallas, TX 1978 Light Industrial 1.20 30,000 100%
4248-4252 Simonton Farmers Ranch, TX 1973 Bulk Warehouse 8.18 205,693 100%
900-906 Great Southwest Pkwy Arlington, TX 1972 Light Industrial 3.20 69,761 100%
2179 Shiloh Road Garland, TX 1982 Reg. Warehouse 3.63 65,700 34%
2159 Shiloh Road Garland, TX 1982 R&D/Flex 1.15 20,800 100%
2701 Shiloh Road Garland, TX 1981 Bulk Warehouse 8.20 214,650 55%
12784 Perimeter Drive (f) Dallas, TX 1981 Light Industrial 4.57 95,671 82%
3000 West Commerce Dallas, TX 1980 Manufacturing 11.23 128,478 100%
3030 Hansboro Dallas, TX 1971 Bulk Warehouse 3.71 100,000 100%
5222 Cockrell Hill Dallas, TX 1973 Manufacturing 4.79 96,506 100%
405-407 113th Arlington, TX 1969 Light Industrial 2.75 60,000 100%
816 111th Street Arlington, TX 1972 Light Industrial 2.89 65,000 100%
1017-25 Jacksboro Highway Fort Worth, TX 1970 Light Industrial 1.49 30,000 100%
7341 Dogwood Park Richland Hills, TX 1973 Light Industrial 1.09 20,045 100%
7427 Dogwood Park Richland Hills, TX 1973 Light Industrial 1.60 27,500 100%
7348-54 Tower Street Richland Hills, TX 1978 Light Industrial 1.09 20,107 100%
7370 Dogwood Park Richland Hills, TX 1987 Light Industrial 1.18 18,500 100%
7339-41 Tower Street Richland Hills, TX 1980 Light Industrial 0.95 17,600 100%
7437-45 Tower Street Richland Hills, TX 1977 Light Industrial 1.16 20,400 100%
7331-59 Airport Freeway Richland Hills, TX 1987 R&D/Flex 2.63 37,604 92%
17
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/02
- --------------------------- ------------------ ------------ ----------- ------------------- --------- --------- ------------
DALLAS/FORT WORTH (CONT.)
7338-60 Dogwood Park Richland Hills, TX 1978 R&D/Flex 1.51 26,407 100%
7450-70 Dogwood Park Richland Hills, TX 1985 Light Industrial 0.88 18,004 100%
7423-49 Airport Freeway Richland Hills, TX 1985 R&D/Flex 2.39 33,388 100%
7400 Whitehall Street Richland Hills, TX 1994 Light Industrial 1.07 22,867 100%
1602-1654 Terre Colony Dallas, TX 1981 Bulk Warehouse 5.72 130,949 83%
3330 Duncanville Road Dallas, TX 1987 Reg. Warehouse 2.20 50,560 100%
6851-6909 Snowden Road Fort Worth, TX 1985/86 Bulk Warehouse 13.00 281,200 100%
2351-2355 Merritt Drive Garland, TX 1986 R&D/Flex 5.00 16,740 100%
10575 Vista Park Dallas, TX 1988 Reg. Warehouse 2.10 37,252 100%
701-735 North Plano Road Richardson, TX 1972/94 Bulk Warehouse 5.78 100,065 100%
2259 Merritt Drive Garland, TX 1986 R&D Flex 1.90 16,740 100%
2260 Merritt Drive Garland, TX 1986/99 Reg. Warehouse 3.70 62,847 100%
2220 Merritt Drive Garland, TX 1986/2000 Reg. Warehouse 3.90 70,390 100%
2010 Merritt Drive Garland, TX 1986 Reg. Warehouse 2.80 57,392 100%
2363 Merritt Drive Garland, TX 1986 R&D Flex 0.40 12,300 100%
2447 Merritt Drive Garland, TX 1986 R&D Flex 0.40 12,300 100%
2465-2475 Merritt Drive Garland, TX 1986 R&D Flex 0.50 16,740 100%
2485-2505 Merritt Drive Garland, TX 1986 Bulk Warehouse 5.70 108,550 100%
17919 Waterview Parkway Dallas, TX 1987 Reg. Warehouse 4.88 70,936 100%
2081 Hutton Drive (f) Carrolton, TX 1981 R&D Flex 3.73 42,170 89%
2150 Hutton Drive Carrolton, TX 1980 Light Industrial 2.50 48,325 100%
2110 Hutton Drive Carrolton, TX 1985 R&D Flex 5.83 59,528 100%
2025 McKenzie Drive Carrolton, TX 1985 Reg. Warehouse 3.81 73,556 100%
2019 McKenzie Drive Carrolton, TX 1985 Reg. Warehouse 3.93 80,780 30%
1420 Valwood Parkway-Bldg I(e) Carrolton, TX 1986 R&D Flex 3.30 40,884 82%
1620 Valwood Parkway (f) Carrolton, TX 1986 Light Industrial 6.59 103,475 84%
1505 Luna Road - Bldg II Carrolton, TX 1988 Light Industrial 1.00 16,800 100%
1625 West Crosby Road Carrolton, TX 1988 Light Industrial 4.72 87,687 54%
2029-2035 McKenzie Drive Carrolton, TX 1985 Reg. Warehouse 3.30 81,924 73%
1840 Hutton Drive (e) Carrolton, TX 1986 R&D Flex 5.83 93,132 90%
1420 Valwood Pkwy - Bldg II Carrolton, TX 1986 Light Industrial 3.32 55,625 84%
2015 McKenzie Drive Carrolton, TX 1986 Light Industrial 3.38 73,187 62%
2009 McKenzie Drive Carrolton, TX 1987 Light Industrial 3.03 66,112 74%
1505 Luna Road - Bldg I Carrolton, TX 1988 Light Industrial 2.97 49,791 96%
1505 Luna Road - Bldg III Carrolton, TX 1988 Light Industrial 3.64 58,989 100%
900-1100 Avenue S Grand Prairie, TX 1985 Bulk Warehouse 5.5 122,881 100%
15001 Trinity Blvd Ft. Worth, TX 1984 Light Industrial 4.70 83,473 100%
Plano Crossing (g) Plano, TX 1998 Light Industrial 13.66 215,672 100%
7413A-C Dogwood Park Richland Hills, TX 1990 Light Industrial 1.23 22,500 100%
7450 Tower Street Richland Hills, TX 1977 R&D/Flex 0.68 10,000 100%
7436 Tower Street Richland Hills, TX 1979 Light Industrial 0.89 15,000 100%
7501 Airport Freeway Richland Hills, TX 1983 Light Industrial 2.04 15,000 100%
7426 Tower Street Richland Hills, TX 1978 Light Industrial 1.06 19,780 100%
7427-7429 Tower Street Richland Hills, TX 1981 Light Industrial 1.02 20,000 100%
2840-2842 Handley Ederville
Rd Richland Hills, TX 1977 R&D/Flex 1.25 20,260 100%
7451-7477 Airport Freeway Richland Hills, TX 1984 R&D/Flex 2.30 33,547 100%
7415 Whitehall Street Richland Hills, TX 1986 Light Industrial 3.95 61,260 100%
7450 Whitehall Street Richland Hills, TX 1978 Light Industrial 1.17 25,000 100%
7430 Whitehall Street Richland Hills, TX 1985 Light Industrial 1.06 24,600 100%
7420 Whitehall Street Richland Hills, TX 1985 Light Industrial 1.06 20,300 100%
300 Wesley Way Richland Hills, TX 1995 Reg. Warehouse 2.59 41,340 100%
2104 Hutton Drive Carrolton, TX 1990 Light Industrial 1.70 24,800 100%
Addison Tech Ctr - Bldg B Addison, TX 2001 Reg. Warehouse 8.17 102,400 85%
7337 Dogwood Park Richland Hills, TX 1975 Light Industrial 1.14 20,000 100%
7334 Tower Street Richland Hills, TX 1975 Light Industrial 0.97 20,000 100%
7451 Dogwood Park Richland Hills, TX 1977 Light Industrial 1.85 39,674 100%
7440 Whitehall Street Richland Hills, TX 1983 Light Industrial 1.40 24,222 0%
2821 Cullen Street Fort Worth, TX 1961 Light Industrial 0.84 17,877 100%
--------- ----
SUBTOTAL OR AVERAGE 4,821,035 90%
--------- ----
DAYTON
6094-6104 Executive
Boulevard Huber Heights, OH 1975 Light Industrial 3.33 43,200 97%
6202-6220 Executive
Boulevard Huber Heights, OH 1996 Light Industrial 3.79 64,000 70%
6268-6294 Executive
Boulevard Huber Heights, OH 1989 Light Industrial 4.03 60,800 95%
5749-5753 Executive
Boulevard Huber Heights, OH 1975 Light Industrial 1.15 12,000 100%
6230-6266 Executive
Boulevard Huber Heights, OH 1979 Light Industrial 5.30 100%
2200-2224 Sandridge Road Moraine, OH 1983 Light Industrial 2.96 58,746 100%
8119-8137 Uehling Lane Dayton, OH 1978 R&D/Flex 1.15 20,000 60%
---------- ----
SUBTOTAL OR AVERAGE 342,746 91%
---------- ----
DENVER
7100 North Broadway
- Bldg. 1 Denver, CO 1978 Light Industrial 16.80 32,298 81%
18
LOCATION YEAR BUILT- LAND AREA OCCUPANCY AT
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED BUILDING TYPE (ACRES) GLA 12/31/02
- ------------------------------- ---------------- ------------ ----------- ------------------- --------- -------- ------------
DENVER (CONT.)
7100 North Broadway - Bldg. 2 Denver, CO 1978 Light Industrial 16.90 32,500 86%
7100 North Broadway - Bldg. 3 Denver, CO 1978 Light Industrial 11.60 22,259 94%
7100 North Broadway - Bldg. 5 Denver, CO 1978 Light Industrial 15.00 28,789 87%
7100 North Broadway - Bldg. 6 Denver, CO 1978 Light Industrial 22.50 38,255 54%
20100 East 32nd Avenue Parkway Aurora, CO 1997 R&D/Flex 4.10 51,300 39%
15700 - 15820 West 6th Avenue Golden, CO 1978 Light Industrial 1.92 52,767 84%
15850-15884 West 6th Avenue Golden, CO 1978 Light Industrial 1.92 31,856 83%
5454 Washington Denver, CO 1985 Light Industrial 4.00 34,740 82%
700 West 48th Street Denver, CO 1984 Light Industrial 5.40 53,431 50%
702 West 48th Street Denver, CO 1984 Light Industrial 5.40 23,820 80%
6425 North Washington Denver, CO 1983 R&D/Flex 4.05 81,120 91%
3370 North Peoria Street Aurora, CO 1978 R&D/Flex 1.64 25,538 100%
3390 North Peoria Street Aurora, CO 1978 R&D/Flex 1.46 22,699 82%
3508-3538 North Peoria Street Aurora, CO 1978 R&D/Flex 2.61 40,653 81%
3568 North Peoria Street Aurora, CO 1978 R&D/Flex 2.24 34,937 61%
4785 Elati Denver, CO 1972 Light Industrial 3.34 34,777 45%
4770 Fox Street Denver, CO 1972 Light Industrial 3.38 26,565 100%
1550 West Evans Denver, CO 1975 Light Industrial 3.92 78,787 91%
3751 - 71 Revere Street Denver, CO 1980 Reg. Warehouse 2.41 55,027 100%
3871 Revere Street Denver, CO 1980 Reg. Warehouse 3.19 75,265 100%
5454 Havana Street Denver, CO 1980 R&D/Flex 2.68 42,504 100%
5500 Havana Street Denver, CO 1980 R&D/Flex 2.19 34,776 100%
4570 Ivy Street Denver, CO 1985 Light Industrial 1.77 31,355 100%
5855 Stapleton Drive North Denver, CO 1985 Light Industrial 2.33 41,268 75%
5885 Stapleton Drive North Denver, CO 1985 Light Industrial 3.05 53,893 100%
5200-5280 North Broadway Denver, CO 1977 Light Industrial 1.54 31,780 100%
5977-5995 North Broadway Denver, CO 1978 Light Industrial 4.96 50,280 100%
2952-5978 North Broadway Denver, CO 1978 Light Industrial 7.91 88,977 100%
6400 North Broadway Denver, CO 1982 Light Industrial 4.51 69,430 100%
875 Parfet Street Lakewood, CO 1975 Light Industrial 3.06 49,216 100%
4721 Ironton Street Denver, CO 1969 R&D/Flex 2.84 51,260 100%
833 Parfet Street Lakewood, CO 1974 R&D/Flex 2.57 24,800 62%
11005 West 8th Avenue Lakewood, CO 1974 Light Industrial 2.57 25,672 100%
7100 North Broadway - 7 Denver, CO 1985 R&D/Flex 2.30 24,822 97%
7100 North Broadway - 8 Denver, CO 1985 R&D/Flex 2.30 9,107 100%
6804 East 48th Avenue Denver, CO 1973 R&D/Flex 2.23 46,464 88%
445 Bryant Street Denver, CO 1960 Light Industrial 6.31 292,471 100%
East 47th Drive -A Denver, CO 1997 R&D/Flex 3.00 51,210 84%
9500 W. 49th Street - A Wheatridge, CO 1997 Light Industrial 1.74 19,217 100%
9500 W. 49th Street - B Wheatridge, CO 1997 Light Industrial 1.74 16,441 100%
9500 W. 49th Street - C Wheatridge, CO 1997 R&D/Flex 1.74 29,174 59%
9500 W. 49th Street - D Wheatridge, CO 1997 Light Industrial 1.74 41,615 89%
8100 South Park Way - A Littleton, CO 1997 R&D/Flex 3.33 52,581 100%
8100 South Park Way - B Littleton, CO 1984 R&D/Flex 0.78 12,204 100%
8100 South Park Way - C Littleton, CO 1984 Light Industrial 4.28 67,520 100%
451-591 East 124th Avenue Littleton, CO 1979 Light Industrial 4.96 59,711 100%
608 Garrison Street Lakewood, CO 1984 R&D/Flex 2.17 25,075 85%
610 Garrison Street Lakewood, CO 1984 R&D/Flex 2.17 24,965 79%
1111 West Evans (A&C) Denver, CO 1986 Light Industrial 2.00 36,894 100%
1111 West Evans (B) Denver, CO 1986 Light Industrial 0.50 4,725 100%
15000 West 6th Avenue Golden, CO 1985 R&D/Flex 5.25 69,279 75%
14998 West 6th Avenue
Building E Golden, CO 1995 R&D/Flex 2.29 42,832 79%
14998 West 6th Avenue
Building F Englewood, CO 1995 R&D/Flex 2.29 20,424 100%
12503 East Euclid Drive Denver, CO 1986 R&D/Flex 10.90 97,871 81%
6547 South Racine Circle Englewood, CO 1996 Light Industrial 3.92 59,918 89%
7800 East Iliff Avenue Denver, CO 1983 R&D/Flex 3.06 22,296 100%
2369 South Trenton Way Denver, CO 1983 R&D/Flex 4.80 33,108 85%
2422 South Trenton Way Denver, CO 1983 R&D/Flex 3.94 27,413 34%
2452 South Trenton Way Denver, CO 1983 R&D/Flex 6.78 47,931 79%
651 Topeka Way Denver, CO 1985 R&D/Flex 4.53 24,000 88%
680 Atchinson Way Denver, CO 1985 R&D/Flex 4.53 24,000 100%
8122 South Park Lane - A Littleton, CO 1986 R&D/Flex 5.09 43,987 98%
1600 South Abilene Aurora, CO 1986 R&D/Flex 3.53 47,930 100%
1620 South Abilene Aurora, CO 1986 Light Industrial 2.04 27,666 83%
1640 South Abilene Aurora, CO 1986 Light Industrial 2.80 37,948 100%
13900 East Florida Avenue Aurora, CO 1986 R&D/Flex 1.44 19,493 100%
4301 South Federal Boulevard Englewood, CO 1997 Reg. Warehouse 2.80 35,403 83%
14401-14492 East 33rd Place Aurora, CO 1979 Bulk Warehouse 4.75 100,100 100%
11701 East 53rd Avenue Denver, CO 1985 Reg. Warehouse 4.19 81,981 100%
5401 Oswego Street Denver, CO 1985 Reg. Warehouse 2.80 54,738 100%
3811 Joliet Denver, CO 1977 R&D/Flex 14.24 124,290 100%
19
LOCATION YEAR BUILT-
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED
---------------- ---------- ------------ -----------
DENVER (CONT.)
2630 West 2nd Avenue Denver, CO 1970
2650 West 2nd Avenue Denver, CO 1970
14818 West 6th Avenue Bldg. A Golden, CO 1985
14828 West 6th Avenue Bldg. B Golden, CO 1985
12055 E. 49th Ave/4955 Peoria Denver, CO 1984
4940-4950 Paris Denver, CO 1984
4970 Paris Denver, CO 1984
5010 Paris Denver, CO 1984
7367 South Revere Parkway Englewood, CO 1997
10311 W. Hampden Avenue Lakewood, CO 1999
8200 East Park Meadows Drive (e) Lone Tree, CO 1984
3250 Quentin (e) Aurora, CO 1984/2000
11585 E. 53rd Ave. (e) Denver, CO 1984
10500 East 54th Ave. (f) Denver, CO 1986
DETROIT
238 Executive Drive Troy, MI 1973
256 Executive Drive Troy, MI 1974
301 Executive Drive Troy, MI 1974
449 Executive Drive Troy, MI 1975
501 Executive Drive Troy, MI 1984
451 Robbins Drive Troy, MI 1975
1035 Crooks Road Troy, MI 1980
1095 Crooks Road Troy, MI 1986
1416 Meijer Drive Troy, MI 1980
1624 Meijer Drive Troy, MI 1984
1972 Meijer Drive Troy, MI 1985
1621 Northwood Drive Troy, MI 1977
1707 Northwood Drive Troy, MI 1983
1788 Northwood Drive Troy, MI 1977
1821 Northwood Drive Troy, MI 1977
1826 Northwood Drive Troy, MI 1977
1864 Northwood Drive Troy, MI 1977
1921 Northwood Drive Troy, MI 1977
2277 Elliott Avenue Troy, MI 1975
2451 Elliott Avenue Troy, MI 1974
2730 Research Drive Rochester Hills, MI 1988
2791 Research Drive Rochester Hills, MI 1991
2871 Research Drive Rochester Hills, MI 1991
2911 Research Drive Rochester Hills, MI 1992
3011 Research Drive Rochester Hills, MI 1988
2870 Technology Drive Rochester Hills, MI 1988
2900 Technology Drive Rochester Hills, MI 1992
2920 Technology Drive Rochester Hills, MI 1992
2930 Technology Drive Rochester Hills, MI 1991
2950 Technology Drive Rochester Hills, MI 1991
23014 Commerce Drive Farmington Hills, MI 1983
23028 Commerce Drive Farmington Hills, MI 1983
23035 Commerce Drive Farmington Hills, MI 1983
23042 Commerce Drive Farmington Hills, MI 1983
23065 Commerce Drive Farmington Hills, MI 1983
23070 Commerce Drive Farmington Hills, MI 1983
23079 Commerce Drive Farmington Hills, MI 1983
23093 Commerce Drive Farmington Hills, MI 1983
23135 Commerce Drive Farmington Hills, MI 1986
23163 Commerce Drive Farmington Hills, MI 1986
23177 Commerce Drive Farmington Hills, MI 1986
23206 Commerce Drive Farmington Hills, MI 1985
23290 Commerce Drive Farmington Hills, MI 1980
23370 Commerce Drive Farmington Hills, MI 1980
32450 N. Avis Drive Madison Heights, MI 1974
11866 Hubbard Livonia, MI 1979
12050-12300 Hubbard (e) Livonia, MI 1981
38300 Plymouth Livonia, MI 1997
12707 Eckles Road Plymouth, MI 1990
9300-9328 Harrison Rd. Romulus, MI 1978
9330-9358 Harrison Rd. Romulus, MI 1978
28420-28448 Highland Rd Romulus, MI 1979
28450-28478 Highland Rd Romulus, MI 1979
28421-28449 Highland Rd Romulus, MI 1980
28451-28479 Highland Rd Romulus, MI 1980
LAND AREA OCCUPANCY AT
BUILDING ADDRESS BUILDING TYPE (ACRES) GLA 12/31/02
---------------- ------------- --------- --- ---------
DENVER (CONT.)
2630 West 2nd Avenue Light Industrial 0.50 8,260 100%
2650 West 2nd Avenue Light Industrial 2.80 36,081 100%
14818 West 6th Avenue Bldg. A R&D/Flex 2.54 39,776 83%
14828 West 6th Avenue Bldg. B R&D/Flex 2.54 41,805 70%
12055 E. 49th Ave/4955 Peoria R&D/Flex 3.09 49,575 94%
4940-4950 Paris R&D/Flex 1.58 25,290 50%
4970 Paris R&D/Flex 0.98 15,767 100%
5010 Paris R&D/Flex 0.92 14,822 100%
7367 South Revere Parkway Bulk Warehouse 8.50 102,839 86%
10311 W. Hampden Avenue Light Industrial 4.40 52,227 100%
8200 East Park Meadows Drive (e) R&D Flex 6.60 90,219 81%
3250 Quentin (e) Light Industrial 8.90 144,464 91%
11585 E. 53rd Ave. (e) Bulk Warehouse 15.10 335,967 100%
10500 East 54th Ave. (f) Light Industrial 9.12 178,135 84%
SUBTOTAL OR AVERAGE --------- ------
4,464,625 90%
--------- ------
DETROIT
238 Executive Drive Light Industrial 1.32 13,740 100%
256 Executive Drive Light Industrial 1.12 11,273 100%
301 Executive Drive Light Industrial 1.27 20,411 100%
449 Executive Drive Reg. Warehouse 2.12 33,001 100%
501 Executive Drive Light Industrial 1.57 18,061 100%
451 Robbins Drive Light Industrial 1.88 28,401 100%
1035 Crooks Road Light Industrial 1.74 23,320 100%
1095 Crooks Road R&D/Flex 2.83 35,042 100%
1416 Meijer Drive Light Industrial 1.20 17,944 100%
1624 Meijer Drive Light Industrial 3.42 44,040 100%
1972 Meijer Drive Reg. Warehouse 2.36 37,075 100%
1621 Northwood Drive Bulk Warehouse 1.54 24,900 100%
1707 Northwood Drive Light Industrial 1.69 28,750 100%
1788 Northwood Drive Light Industrial 1.55 12,480 0%
1821 Northwood Drive Reg. Warehouse 2.07 35,050 100%
1826 Northwood Drive Light Industrial 1.22 12,480 100%
1864 Northwood Drive Light Industrial 1.55 12,480 100%
1921 Northwood Drive Light Industrial 2.33 42,000 100%
2277 Elliott Avenue Light Industrial 0.96 12,612 100%
2451 Elliott Avenue Light Industrial 1.68 24,331 100%
2730 Research Drive Reg. Warehouse 3.52 57,850 100%
2791 Research Drive Reg. Warehouse 4.48 64,199 100%
2871 Research Drive Reg. Warehouse 3.55 49,543 100%
2911 Research Drive Reg. Warehouse 5.72 80,078 100%
3011 Research Drive Reg. Warehouse 2.55 32,637 100%
2870 Technology Drive Light Industrial 2.41 24,445 100%
2900 Technology Drive Reg. Warehouse 2.15 31,047 100%
2920 Technology Drive Light Industrial 1.48 19,011 100%
2930 Technology Drive Light Industrial 1.41 17,994 100%
2950 Technology Drive Light Industrial 1.48 19,996 100%
23014 Commerce Drive R&D/Flex 0.65 7,200 100%
23028 Commerce Drive Light Industrial 1.26 20,265 100%
23035 Commerce Drive Light Industrial 1.23 15,200 100%
23042 Commerce Drive R&D/Flex 0.75 8,790 100%
23065 Commerce Drive Light Industrial 0.91 12,705 100%
23070 Commerce Drive R&D/Flex 1.43 16,765 100%
23079 Commerce Drive Light Industrial 0.85 10,830 100%
23093 Commerce Drive Reg. Warehouse 3.87 49,040 100%
23135 Commerce Drive Light Industrial 2.02 23,969 100%
23163 Commerce Drive Light Industrial 1.51 19,020 100%
23177 Commerce Drive Light Industrial 2.29 32,127 100%
23206 Commerce Drive Light Industrial 1.30 19,822 100%
23290 Commerce Drive Reg. Warehouse 2.56 42,930 100%
23370 Commerce Drive Light Industrial 0.67 8,741 100%
32450 N. Avis Drive Light Industrial 3.23 55,820 100%
11866 Hubbard Light Industrial 2.32 41,380 0%
12050-12300 Hubbard (e) Light Industrial 6.10 85,086 77%
38300 Plymouth Bulk Warehouse 6.95 127,800 100%
12707 Eckles Road Light Industrial 2.62 42,300 100%
9300-9328 Harrison Rd. Light Industrial 2.53 29,286 38%
9330-9358 Harrison Rd. Light Industrial 2.53 29,280 63%
28420-28448 Highland Rd Light Industrial 2.53 29,280 0%
28450-28478 Highland Rd Light Industrial 2.53 29,340 100%
28421-28449 Highland Rd Light Industrial 2.53 29,285 63%
28451-28479 Highland Rd Light Industrial 2.53 29,280 50%
20
LOCATION YEAR BUILT-
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED
---------------- ---------- ------------ -----------
DETROIT (CONT.)
28825-28909 Highland Rd Romulus, MI 1981
28933-29017 Highland Rd Romulus, MI 1982
28824-28908 Highland Rd Romulus, MI 1982
28932-29016 Highland Rd Romulus, MI 1982
9710-9734 Harrison Road Romulus, MI 1987
9740-9772 Harrison Road Romulus, MI 1987
9840-9868 Harrison Road Romulus, MI 1987
9800-9824 Harrison Road Romulus, MI 1987
29265-29285 Airport Drive Romulus, MI 1983
29185-29225 Airport Drive Romulus, MI 1983
29149-29165 Airport Drive Romulus, MI 1984
29101-29115 Airport Drive Romulus, MI 1985
29031-29045 Airport Drive Romulus, MI 1985
29050-29062 Airport Drive Romulus, MI 1986
29120-29134 Airport Drive Romulus, MI 1986
29200-29214 Airport Drive Romulus, MI 1985
9301-9339 Middlebelt Road Romulus, MI 1983
26980 Trolley Industrial Drive Taylor, MI 1997
33200 Capitol Avenue Livonia, MI 1977
32975 Capitol Avenue Livonia, MI 1978
2725 S. Industrial Highway Ann Arbor, MI 1997
32920 Capitol Avenue Livonia, MI 1973
11862 Brookfield Avenue Livonia, MI 1972
11923 Brookfield Avenue Livonia, MI 1973
11965 Brookfield Avenue Livonia, MI 1973
34005 Schoolcraft Road Livonia, MI 1981
13405 Stark Road Livonia, MI 1980
1170 Chicago Road Troy, MI 1983
1200 Chicago Road Troy, MI 1984
450 Robbins Drive Troy, MI 1976
1230 Chicago Road Troy, MI 1996
12886 Westmore Avenue Livonia, MI 1981
12898 Westmore Avenue Livonia, MI 1981
33025 Industrial Road Livonia, MI 1980
47711 Clipper Street Plymouth Twsp, MI 1996
32975 Industrial Road Livonia, MI 1984
32985 Industrial Road Livonia, MI 1985
32995 Industrial Road Livonia, MI 1983
12874 Westmore Avenue Livonia, MI 1984
33067 Industrial Road Livonia, MI 1984
1775 Bellingham Troy, MI 1987
1785 East Maple Troy, MI 1985
1807 East Maple Troy, MI 1984
9800 Chicago Road Troy, MI 1985
1840 Enterprise Drive Rochester Hills, MI 1990
1885 Enterprise Drive Rochester Hills, MI 1990
1935-55 Enterprise Drive Rochester Hills, MI 1990
5500 Enterprise Court Warren, MI 1989
750 Chicago Road Troy, MI 1986
800 Chicago Road Troy, MI 1985
850 Chicago Road Troy, MI 1984
2805 S. Industrial Highway Ann Arbor, MI 1990
6833 Center Drive Sterling Heights, MI 1998
32201 North Avis Drive Madison Heights, MI 1974
1100 East Mandoline Road Madison Heights, MI 1967
30081 Stephenson Highway Madison Heights, MI 1967
1120 John A. Papalas Drive (f) Lincoln Park, MI 1985
4872 S. Lapeer Road Lake Orion Twsp, MI 1999
775 James L. Hart Parkway Ypsilanti, MI 1999
1400 Allen Drive Troy, MI 1979
1408 Allen Drive Troy, MI 1979
1305 Stephenson Hwy Troy, MI 1979
32505 Industrial Drive Madison Heights, MI 1979
1799-1813 Northfield Drive (e) Rochester Hills, MI 1980
GRAND RAPIDS
5050 Kendrick Court SE Grand Rapids, MI 1988
5015 52nd Street SE Grand Rapids, MI 1987
HOUSTON
2102-2314 Edwards Street Houston, TX 1961
LAND AREA OCCUPANCY AT
BUILDING ADDRESS BUILDING TYPE (ACRES) GLA 12/31/02
---------------- ------------- --------- --- --------
DETROIT (CONT.)
28825-28909 Highland Rd Light Industrial 2.53 29,284 56%
28933-29017 Highland Rd Light Industrial 2.53 29,280 88%
28824-28908 Highland Rd Light Industrial 2.53 29,280 100%
28932-29016 Highland Rd Light Industrial 2.53 29,280 75%
9710-9734 Harrison Road Light Industrial 2.22 25,925 100%
9740-9772 Harrison Road Light Industrial 2.53 29,548 100%
9840-9868 Harrison Road Light Industrial 2.53 29,280 100%
9800-9824 Harrison Road Light Industrial 2.22 25,620 100%
29265-29285 Airport Drive Light Industrial 2.05 23,707 100%
29185-29225 Airport Drive Light Industrial 3.17 36,658 100%
29149-29165 Airport Drive Light Industrial 2.89 33,440 100%
29101-29115 Airport Drive R&D/Flex 2.53 29,287 100%
29031-29045 Airport Drive Light Industrial 2.53 29,280 100%
29050-29062 Airport Drive Light Industrial 2.22 25,837 44%
29120-29134 Airport Drive Light Industrial 2.53 29,282 75%
29200-29214 Airport Drive Light Industrial 2.53 29,282 100%
9301-9339 Middlebelt Road R&D/Flex 1.29 15,173 100%
26980 Trolley Industrial Drive Bulk Warehouse 5.43 102,400 100%
33200 Capitol Avenue Light Industrial 2.16 40,000 100%
32975 Capitol Avenue R&D/Flex 0.99 18,465 100%
2725 S. Industrial Highway Light Industrial 2.63 37,875 23%
32920 Capitol Avenue Reg. Warehouse 0.47 8,000 100%
11862 Brookfield Avenue Light Industrial 0.92 14,600 100%
11923 Brookfield Avenue Light Industrial 0.76 14,600 100%
11965 Brookfield Avenue Light Industrial 0.88 14,600 100%
34005 Schoolcraft Road Light Industrial 1.70 26,100 100%
13405 Stark Road Light Industrial 0.65 9,750 100%
1170 Chicago Road Light Industrial 1.73 21,500 100%
1200 Chicago Road Light Industrial 1.73 26,210 100%
450 Robbins Drive Light Industrial 1.38 19,050 100%
1230 Chicago Road Reg. Warehouse 2.10 30,120 100%
12886 Westmore Avenue Light Industrial 1.01 18,000 100%
12898 Westmore Avenue Light Industrial 1.01 18,000 100%
33025 Industrial Road Light Industrial 1.02 6,250 100%
47711 Clipper Street Reg. Warehouse 2.27 36,926 100%
32975 Industrial Road Light Industrial 1.19 21,000 100%
32985 Industrial Road Light Industrial 0.85 12,040 100%
32995 Industrial Road Light Industrial 1.11 14,280 100%
12874 Westmore Avenue Light Industrial 1.01 16,000 100%
33067 Industrial Road Light Industrial 1.11 18,640 100%
1775 Bellingham R&D/Flex 1.88 28,900 100%
1785 East Maple Light Industrial 0.80 10,200 100%
1807 East Maple R&D/Flex 2.15 28,100 100%
9800 Chicago Road Light Industrial 1.09 14,280 100%
1840 Enterprise Drive R&D/Flex 2.42 33,240 42%
1885 Enterprise Drive Light Industrial 1.47 19,604 100%
1935-55 Enterprise Drive R&D/Flex 4.54 53,400 100%
5500 Enterprise Court R&D/Flex 3.93 53,900 100%
750 Chicago Road Light Industrial 1.54 26,709 0%
800 Chicago Road Light Industrial 1.48 24,340 100%
850 Chicago Road Light Industrial 0.97 16,049 100%
2805 S. Industrial Highway R&D/Flex 1.70 24,458 90%
6833 Center Drive Reg. Warehouse 4.42 66,132 100%
32201 North Avis Drive R&D/Flex 4.19 50,000 100%
1100 East Mandoline Road Bulk Warehouse 8.19 117,903 0%
30081 Stephenson Highway Light Industrial 2.50 50,750 100%
1120 John A. Papalas Drive (f) Light Industrial 10.30 120,410 100%
4872 S. Lapeer Road Bulk Warehouse 9.58 125,605 100%
775 James L. Hart Parkway Reg. Warehouse 7.65 55,535 100%
1400 Allen Drive Reg. Warehouse 1.98 27,280 100%
1408 Allen Drive Light Industrial 1.44 19,704 100%
1305 Stephenson Hwy Reg. Warehouse 3.42 47,000 100%
32505 Industrial Drive Light Industrial 3.07 47,013 100%
1799-1813 Northfield Drive (e) Light Industrial 4.22 67,360 100%
--------- ---
SUBTOTAL OR AVERAGE 3,851,453 90%
--------- ---
GRAND RAPIDS
5050 Kendrick Court SE Manufacturing 26.94 413,500 100%
5015 52nd Street SE Light Industrial 4.50 61,250 100%
--------- ---
SUBTOTAL OR AVERAGE 474,750 100%
--------- ---
HOUSTON
2102-2314 Edwards Street Bulk Warehouse 5.02 115,248 100%
21
LOCATION YEAR BUILT-
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED
---------------- ---------- ------------ -----------
HOUSTON (CONT.)
4545 Eastpark Drive Houston, TX 1972
3351 Rauch Street Houston, TX 1970
3851 Yale Street Houston, TX 1971
3337-3347 Rauch Street Houston, TX 1970
8505 North Loop East Houston, TX 1981
4749-4799 Eastpark Dr. Houston, TX 1979
4851 Homestead Road Houston, TX 1973
3365-3385 Rauch Street Houston, TX 1970
5050 Campbell Road Houston, TX 1970
4300 Pine Timbers Houston, TX 1980
7901 Blankenship Houston, TX 1972
2500-2530 Fairway Park Houston, TX 1974
6550 Longpointe Houston, TX 1980
1815 Turning Basin Drive Houston, TX 1980
1819 Turning Basin Drive Houston, TX 1980
1805 Turning Basin Drive Houston, TX 1980
7000 Empire Drive Houston, TX 1980
9777 West Gulfbank Drive Houston, TX 1980
9835 A Genard Road Houston, TX 1980
9835 B Genard Road Houston, TX 1980
10161 Harwin Drive Houston, TX 1979/1981
10165 Harwin Drive Houston, TX 1979/1981
10175 Harwin Drive Houston, TX 1979/1981
10325-10415 Landsbury Drive (f) Houston, TX 1982
INDIANAPOLIS
2400 North Shadeland Indianapolis, IN 1970
2402 North Shadeland Indianapolis, IN 1970
7901 West 21st Street Indianapolis, IN 1985
1445 Brookville Way Indianapolis, IN 1989
1440 Brookville Way Indianapolis, IN 1990
1240 Brookville Way Indianapolis, IN 1990
1220 Brookville Way Indianapolis, IN 1990
1345 Brookville Way Indianapolis, IN (b) 1992
1350 Brookville Way Indianapolis, IN 1994
1341 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992
1322-1438 Sadlier Circle East Dr Indianapolis, IN (b) 1971/1992
1327-1441 Sadlier Circle East Dr Indianapolis, IN (b) 1992
1304 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992
1402 Sadlier Circle East Drive Indianapolis, IN (b) 1970/1992
1504 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992
1311 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992
1365 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992
1352-1354 Sadlier Circle E. Drive Indianapolis, IN (b) 1970/1992
1335 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992
1327 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992
1425 Sadlier Circle East Drive Indianapolis, IN (b) 1971/1992
1230 Brookville Way Indianapolis, IN 1995
6951 East 30th Street Indianapolis, IN 1995
6701 East 30th Street Indianapolis, IN 1995
6737 East 30th Street Indianapolis, IN 1995
1225 Brookville Way Indianapolis, IN 1997
6555 East 30th Street Indianapolis, IN 1969/1981
2432-2436 Shadeland Indianapolis, IN 1968
8402-8440 East 33rd Street Indianapolis, IN 1977
8520-8630 East 33rd Street Indianapolis, IN 1976
8710-8768 East 33rd Street Indianapolis, IN 1979
3316-3346 North Pagosa Court Indianapolis, IN 1977
3331 Raton Court Indianapolis, IN 1979
6751 East 30th Street Indianapolis, IN 1997
6041 Guion Road Indianapolis, IN 1968
9210 East 146th Street Noblesville, IN 1978
LOS ANGELES
5220 Fourth Street Irwindale,CA 2000
15705 Arrow Highway Irwindale,CA 1987
15709 Arrow Highway Irwindale,CA 1987
6407-6419 Alondra Blvd. Paramount, CA 1985
6423-6431 Alondra Blvd. Paramount, CA 1985
15101-15141 S. Figueroa Street (e) Los Angeles, CA 1982
20816-18 Higgins Court Torrance, CA 1981
LAND AREA OCCUPANCY AT
BUILDING ADDRESS BUILDING TYPE (ACRES) GLA 12/31/02
---------------- ------------- --------- --- --------
HOUSTON (CONT.)
4545 Eastpark Drive Reg. Warehouse 3.80 81,295 100%
3351 Rauch Street Reg. Warehouse 4.04 82,500 100%
3851 Yale Street Bulk Warehouse 5.77 132,554 13%
3337-3347 Rauch Street Reg. Warehouse 2.29 53,425 74%
8505 North Loop East Bulk Warehouse 4.99 107,769 100%
4749-4799 Eastpark Dr. Bulk Warehouse 7.75 182,563 79%
4851 Homestead Road Bulk Warehouse 3.63 142,250 100%
3365-3385 Rauch Street Reg. Warehouse 3.31 82,140 83%
5050 Campbell Road Bulk Warehouse 6.10 121,875 100%
4300 Pine Timbers Bulk Warehouse 4.76 113,400 58%
7901 Blankenship Light Industrial 2.17 48,000 100%
2500-2530 Fairway Park Bulk Warehouse 8.72 213,638 100%
6550 Longpointe Bulk Warehouse 4.13 97,700 100%
1815 Turning Basin Drive Bulk Warehouse 6.34 139,630 100%
1819 Turning Basin Drive Light Industrial 2.85 65,494 100%
1805 Turning Basin Drive Bulk Warehouse 7.60 155,250 100%
7000 Empire Drive R&D/Flex 6.25 95,073 75%
9777 West Gulfbank Drive Light Industrial 15.45 252,242 74%
9835 A Genard Road Bulk Warehouse 39.20 417,350 100%
9835 B Genard Road Reg. Warehouse 6.40 66,600 100%
10161 Harwin Drive R&D/Flex 5.27 73,052 75%
10165 Harwin Drive R&D/Flex 2.31 31,987 100%
10175 Harwin Drive Light Industrial 2.85 39,475 95%
10325-10415 Landsbury Drive (f) Light Industrial 265.00 131,000 100%
--------- ---
SUBTOTAL OR AVERAGE 3,041,510 89%
--------- ---
INDIANAPOLIS
2400 North Shadeland Reg. Warehouse 2.45 40,000 100%
2402 North Shadeland Bulk Warehouse 7.55 121,539 100%
7901 West 21st Street Bulk Warehouse 12.00 353,000 84%
1445 Brookville Way Bulk Warehouse 8.79 115,200 91%
1440 Brookville Way Bulk Warehouse 9.64 166,400 100%
1240 Brookville Way Light Industrial 3.50 63,000 50%
1220 Brookville Way R&D/Flex 2.10 10,000 100%
1345 Brookville Way Bulk Warehouse 5.50 130,736 89%
1350 Brookville Way Reg. Warehouse 2.87 38,460 37%
1341 Sadlier Circle East Drive Light Industrial 2.03 32,400 75%
1322-1438 Sadlier Circle East Dr Light Industrial 3.79 36,000 93%
1327-1441 Sadlier Circle East Dr Light Industrial 5.50 54,000 93%
1304 Sadlier Circle East Drive Reg. Warehouse 2.42 17,600 100%
1402 Sadlier Circle East Drive Light Industrial 4.13 40,800 62%
1504 Sadlier Circle East Drive Manufacturing 4.14 54,000 100%
1311 Sadlier Circle East Drive R&D/Flex 1.78 13,200 100%
1365 Sadlier Circle East Drive Light Industrial 2.16 30,000 100%
1352-1354 Sadlier Circle E. Drive Light Industrial 3.50 44,000 100%
1335 Sadlier Circle East Drive R&D/Flex 1.20 20,000 100%
1327 Sadlier Circle East Drive Reg. Warehouse 1.20 12,800 100%
1425 Sadlier Circle East Drive R&D/Flex 2.49 5,000 100%
1230 Brookville Way Reg. Warehouse 1.96 15,000 100%
6951 East 30th Street Light Industrial 3.81 44,000 100%
6701 East 30th Street Light Industrial 3.00 7,820 100%
6737 East 30th Street Reg. Warehouse 11.01 87,500 74%
1225 Brookville Way Light Industrial 1.00 10,000 100%
6555 East 30th Street Bulk Warehouse 22.00 331,826 78%
2432-2436 Shadeland Light Industrial 4.57 70,560 56%
8402-8440 East 33rd Street Light Industrial 4.70 55,200 72%
8520-8630 East 33rd Street Light Industrial 5.30 81,000 72%
8710-8768 East 33rd Street Light Industrial 4.70 43,200 100%
3316-3346 North Pagosa Court Light Industrial 5.10 81,000 58%
3331 Raton Court Light Industrial 2.80 35,000 0%
6751 East 30th Street Bulk Warehouse 6.34 100,000 66%
6041 Guion Road Light Industrial 2.80 40,000 100%
9210 East 146th Street Reg. Warehouse 11.91 23,950 100%
--------- ---
SUBTOTAL OR AVERAGE 2,424,191 82%
--------- ---
LOS ANGELES
5220 Fourth Street Light Industrial 1.28 28,800 91%
15705 Arrow Highway Light Industrial 0.75 16,792 100%
15709 Arrow Highway Light Industrial 1.10 24,000 100%
6407-6419 Alondra Blvd. Light Industrial 0.90 16,392 100%
6423-6431 Alondra Blvd. Light Industrial 0.76 13,765 100%
15101-15141 S. Figueroa Street (e) Reg. Warehouse 4.70 129,600 40%
20816-18 Higgins Court Light Industrial 0.35 7,300 100%
22
LOCATION YEAR BUILT-
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED
---------------- ---------- ------------ -----------
LOS ANGELES (CONT.)
21136 South Wilmington Ave. Carson, CA 1989
19914 Via Baron Way Rancho Dominguez,CA (a) 1973
2035 E. Vista Bella Way Rancho Dominguez,CA (c) 1972
14141 Alondra Blvd. Sante Fe Springs, CA 1969
12616 Yukon Ave. Hawthorne, CA 1987
3355 El Segundo Blvd. (f) Hawthorne, CA 1959
12621 Cerise Hawthorne, CA 1959
1830 W. 208th Street Torrance, CA 1981
20807-09 Higgins Court Torrance, CA 1981
20801-03 Higgins Court Torrance, CA 1981
20817-19 S. Western Ave. Torrance, CA 1981
20915-17 S. Western Ave. Torrance, CA 1981
20908-10 Higgins Court Torrance, CA 1981
20914-16 Higgins Court Torrance, CA 1981
12700-12712 Yukon Ave. (f) Hawthorne, CA 1960
42374 Avenida Alvarado (f) Temecula, CA 1987
LOUISVILLE
9001 Cane Run Road Louisville, KY 1998
9101 Cane Run Road Louisville, KY 2000
MILWAUKEE
6523 N. Sydney Place Glendale, WI 1978
8800 W. Bradley Milwaukee, WI 1982
4560 North 124th Street Wauwatosa, WI 1976
4410 80 North 132nd Street Butler, WI 1999
MINNEAPOLIS/ST. PAUL
6507-6545 Cecilia Circle Bloomington, MN 1980
1275 Corporate Center Drive Eagan, MN 1990
1279 Corporate Center Drive Eagan, MN 1990
6201 West 111th Street Bloomington, MN 1987
6403-6545 Cecilia Drive Bloomington, MN 1980
6925-6943 Washington Avenue Edina, MN 1972
6955-6973 Washington Avenue Edina, MN 1972
7251-7267 Washington Avenue Edina, MN 1972
7301-7325 Washington Avenue Edina, MN 1972
7101 Winnetka Avenue North Brooklyn Park, MN 1990
7600 Golden Triangle Drive Eden Prairie, MN 1989
9901 West 74th Street Eden Prairie, MN 1983/88
11201 Hampshire Avenue South Bloomington, MN 1986
12220-12222 Nicollet Avenue Burnsville, MN 1989/90
12250-12268 Nicollet Avenue Burnsville, MN 1989/90
12224-12226 Nicollet Avenue Burnsville, MN 1989/90
980 Lone Oak Road Eagan, MN 1992
990 Lone Oak Road Eagan, MN 1989
1030 Lone Oak Road Eagan, MN 1988
1060 Lone Oak Road Eagan, MN 1988
5400 Nathan Lane Plymouth, MN 1990
6464 Sycamore Court Maple Grove, MN 1990
10120 W. 76th Street Eden Prairie, MN 1987
7615 Golden Triangle Eden Prairie, MN 1987
7625 Golden Triangle Drive Eden Prairie, MN 1987
2605 Fernbrook Lane North Plymouth, MN 1987
12155 Nicollet Avenue Burnsville, MN 1995
73rd Avenue North Brooklyn Park, MN 1995
1905 W. Country Road C Roseville, MN 1993
2720 Arthur Street Roseville, MN 1995
10205 51st Avenue North Plymouth, MN 1990
4100 Peavey Road Chaska, MN 1988
11300 Hampshire Ave. South Bloomington, MN 1983
375 Rivertown Drive Woodbury, MN 1996
5205 Highway 169 Plymouth, MN 1960
6451-6595 Citywest Parkway Eden Prairie, MN 1984
7500-7546 Washington Square Eden Prairie, MN 1975
7550-7558 Washington Square Eden Prairie, MN 1975
5240-5300 Valley Ind. Blvd S Shakopee, MN 1973
7125 Northland Terrace Brooklyn Park, MN 1996
6900 Shady Oak Road Eden Prairie, MN 1980
6477-6525 City West Parkway Eden Prairie, MN 1984
1157 Valley Park Drive Shakopee, MN 1997
LAND AREA OCCUPANCY AT
BUILDING ADDRESS BUILDING TYPE (ACRES) GLA 12/31/02
---------------- ------------- --------- --- ------------
LOS ANGELES (CONT.)
21136 South Wilmington Ave. Bulk Warehouse 6.02 115,702 100%
19914 Via Baron Way Bulk Warehouse 11.69 234,800 100%
2035 E. Vista Bella Way Bulk Warehouse 14.15 230,000 100%
14141 Alondra Blvd. Bulk Warehouse 23.90 396,095 100%
12616 Yukon Ave. Reg. Warehouse 1.89 43,676 100%
3355 El Segundo Blvd. (f) Light Industrial 2.79 56,353 100%
12621 Cerise Light Industrial 1.11 27,000 100%
1830 W. 208th Street Light Industrial 0.51 7,800 100%
20807-09 Higgins Court Light Industrial 0.38 8,048 100%
20801-03 Higgins Court Light Industrial 0.41 8,086 100%
20817-19 S. Western Ave. Light Industrial 0.35 7,300 100%
20915-17 S. Western Ave. Light Industrial 0.35 7,300 100%
20908-10 Higgins Court Light Industrial 0.35 7,300 100%
20914-16 Higgins Court Light Industrial 0.35 6,100 100%
12700-12712 Yukon Ave. (f) R&D/Flex 4.13 68,672 68%
42374 Avenida Alvarado (f) Reg. Warehouse 5.00 103,008 99%
--------- ---
SUBTOTAL OR AVERAGE 1,563,889 93%
--------- ---
LOUISVILLE
9001 Cane Run Road Bulk Warehouse 39.60 212,500 76%
9101 Cane Run Road Bulk Warehouse 14.00 231,000 100%
--------- ---
SUBTOTAL OR AVERAGE 443,500 89%
--------- ---
MILWAUKEE
6523 N. Sydney Place Light Industrial 4.00 43,440 100%
8800 W. Bradley Light Industrial 8.00 77,621 100%
4560 North 124th Street Light Industrial 1.31 25,000 100%
4410 80 North 132nd Street Bulk Warehouse 4.90 100,000 99%
--------- ---
SUBTOTAL OR AVERAGE 246,061 100%
--------- ---
MINNEAPOLIS/ST. PAUL
6507-6545 Cecilia Circle Manufacturing 9.65 74,118 96%
1275 Corporate Center Drive Light Industrial 1.50 19,675 100%
1279 Corporate Center Drive Light Industrial 1.50 19,792 100%
6201 West 111th Street Bulk Warehouse 37.00 424,866 100%
6403-6545 Cecilia Drive Light Industrial 9.65 87,560 97%
6925-6943 Washington Avenue Manufacturing 2.75 37,625 100%
6955-6973 Washington Avenue Manufacturing 2.25 31,189 96%
7251-7267 Washington Avenue Light Industrial 1.82 26,250 70%
7301-7325 Washington Avenue Light Industrial 1.92 27,297 76%
7101 Winnetka Avenue North Bulk Warehouse 14.18 252,978 69%
7600 Golden Triangle Drive R&D/Flex 6.79 74,148 100%
9901 West 74th Street Reg. Warehouse 8.86 153,813 100%
11201 Hampshire Avenue South Manufacturing 5.90 60,480 100%
12220-12222 Nicollet Avenue Light Industrial 1.80 17,116 100%
12250-12268 Nicollet Avenue Light Industrial 4.30 42,365 100%
12224-12226 Nicollet Avenue R&D/Flex 2.40 23,607 78%
980 Lone Oak Road Reg. Warehouse 11.40 154,950 74%
990 Lone Oak Road Reg. Warehouse 11.41 163,607 94%
1030 Lone Oak Road Light Industrial 6.30 83,076 100%
1060 Lone Oak Road Light Industrial 6.50 82,728 100%
5400 Nathan Lane Light Industrial 5.70 72,089 100%
6464 Sycamore Court Manufacturing 6.40 79,702 100%
10120 W. 76th Street Light Industrial 4.52 59,030 100%
7615 Golden Triangle Light Industrial 4.61 52,816 100%
7625 Golden Triangle Drive Light Industrial 4.61 73,168 70%
2605 Fernbrook Lane North R&D/Flex 6.37 80,766 100%
12155 Nicollet Avenue Reg. Warehouse 5.80 48,000 100%
73rd Avenue North R&D/Flex 4.46 59,782 100%
1905 W. Country Road C R&D/Flex 4.60 47,735 92%
2720 Arthur Street R&D/Flex 6.06 74,337 100%
10205 51st Avenue North Reg. Warehouse 2.00 30,476 0%
4100 Peavey Road Manufacturing 8.27 78,029 80%
11300 Hampshire Ave. South Bulk Warehouse 9.94 145,210 100%
375 Rivertown Drive Bulk Warehouse 11.33 251,968 100%
5205 Highway 169 Light Industrial 7.92 98,844 90%
6451-6595 Citywest Parkway R&D/Flex 6.98 82,769 83%
7500-7546 Washington Square Light Industrial 5.40 46,285 53%
7550-7558 Washington Square Light Industrial 2.70 29,739 100%
5240-5300 Valley Ind. Blvd S Light Industrial 9.06 80,001 25%
7125 Northland Terrace R&D/Flex 5.89 79,958 100%
6900 Shady Oak Road R&D/Flex 4.60 49,190 100%
6477-6525 City West Parkway R&D/Flex 7.00 89,113 77%
1157 Valley Park Drive Bulk Warehouse 9.97 126,014 100%
23
LOCATION YEAR BUILT-
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED
---------------- ---------- ------------ -----------
MINNEAPOLIS/ST. PAUL (CONT.)
500-530 Kasota Avenue SE Minneapolis, MN 1976
770-786 Kasota Avenue SE Minneapolis, MN 1976
800 Kasota Avenue SE Minneapolis, MN 1976
2530-2570 Kasota Avenue St. Paul, MN 1976
504 Malcolm Ave. SE Minneapolis, MN 1999
5555 12th Avenue East Shakopee, MN 2000
NASHVILLE
417 Harding Industrial Drive Nashville, TN 1972
3099 Barry Drive Portland, TN 1995
3150 Barry Drive Portland, TN 1993
5599 Highway 31 West Portland, TN 1995
1650 Elm Hill Pike Nashville, TN 1984
1102 Appleton Drive Nashville, TN 1984
1931 Air Lane Drive Nashville, TN 1984
470 Metroplex Drive (e) Nashville, TN 1986
1150 Antiock Pike Nashville, TN 1987
4640 Cummings Park Nashville, TN 1986
211 Nesbitt North Nashville, TN 1983
211 Nesbitt South Nashville, TN 1983
211 Nesbitt West Nashville, TN 1985
556 Metroplex Drive Nashville, TN 1983
7600 Eastgate Blvd. Lebanon, TN 2002
NORTHERN NEW JERSEY
60 Ethel Road West Piscataway, NJ 1982
70 Ethel Road West Piscataway, NJ 1979
601-629 Montrose Avenue South Plainfield, NJ 1974
9 Princess Road Lawrenceville, NJ 1985
11 Princess Road Lawrenceville, NJ 1985
15 Princess Road Lawrenceville, NJ 1986
17 Princess Road Lawrenceville, NJ 1986
220 Hanover Avenue Hanover, NJ 1987
244 Shefield Street Mountainside, NJ 1965/1986
31 West Forest Street (e) Englewood, NJ 1978
25 World's Fair Drive Franklin, NJ 1986
14 World's Fair Drive Franklin, NJ 1980
16 World's Fair Drive Franklin, NJ 1981
18 World's Fair Drive Franklin, NJ 1982
23 World's Fair Drive Franklin, NJ 1982
12 World's Fair Drive Franklin, NJ 1981
49 Napoleon Court Franklin, NJ 1982
50 Napoleon Court Franklin, NJ 1982
22 World's Fair Drive Franklin, NJ 1983
26 World's Fair Drive Franklin, NJ 1984
24 World's Fair Drive Franklin, NJ 1984
20 World's Fair Drive Lot 13 Sumerset, NJ 1999
10 New Maple Road Pine Brook, NJ 1973/1999
60 Chapin Road Pine Brook, NJ 1977/2000
45 Route 46 Pine Brook, NJ 1974/1987
43 Route 46 Pine Brook, NJ 1974/1987
39 Route 46 Pine Brook, NJ 1970
26 Chapin Road Pine Brook, NJ 1983
30 Chapin Road Pine Brook, NJ 1983
20 Hook Mountain Road Pine Brook, NJ 1972/1984
30 Hook Mountain Road Pine Brook, NJ 1972/1987
55 Route 46 Pine Brook, NJ 1978/1994
16 Chapin Road Pine Brook, NJ 1987
20 Chapin Road Pine Brook, NJ 1987
Sayreville Lot 4 Sayreville, NJ 2001
400 Raritan Center Parkway Edison, NJ 1983
300 Columbus Circle Edison, NJ 1983
400 Apgar Franklin Twnship, NJ 1987
500 Apgar Franklin Twnship, NJ 1987
201 Circle Dr. North Piscataway, NJ 1987
1 Pearl Ct. Allendale, NJ 1978
2 Pearl Ct. Allendale, NJ 1979
3 Pearl Ct. Allendale, NJ 1978
4 Pearl Ct. Allendale, NJ 1979
5 Pearl Ct. Allendale, NJ 1977
6 Pearl Ct. Allendale, NJ 1980
LAND ARE OCCUPANCY AT
BUILDING ADDRESS BUILDING TYPE (ACRES) GLA 12/31/02
---------------- ------------- -------- --- ------------
MINNEAPOLIS/ST. PAUL (CONT.)
500-530 Kasota Avenue SE Manufacturing 4.47 85,442 12%
770-786 Kasota Avenue SE Manufacturing 3.16 56,388 100%
800 Kasota Avenue SE Manufacturing 4.10 100,250 100%
2530-2570 Kasota Avenue Manufacturing 4.56 75,426 62%
504 Malcolm Ave. SE Bulk Warehouse 7.50 143,066 100%
5555 12th Avenue East Bulk Warehouse 7.81 128,593 36%
--------- ---
SUBTOTAL OR AVERAGE 4,281,426 87%
--------- ---
NASHVILLE
417 Harding Industrial Drive Bulk Warehouse 13.70 207,440 100%
3099 Barry Drive Manufacturing 6.20 109,058 0%
3150 Barry Drive Bulk Warehouse 26.32 268,253 100%
5599 Highway 31 West Bulk Warehouse 20.00 161,500 0%
1650 Elm Hill Pike Light Industrial 3.46 41,228 100%
1102 Appleton Drive Light Industrial 1.73 28,022 34%
1931 Air Lane Drive Light Industrial 10.11 87,549 92%
470 Metroplex Drive (e) Light Industrial 8.11 102,040 100%
1150 Antiock Pike Bulk Warehouse 9.83 146,055 81%
4640 Cummings Park Bulk Warehouse 14.69 100,000 100%
211 Nesbitt North Bulk Warehouse 6.12 135,625 100%
211 Nesbitt South Bulk Warehouse 6.10 135,925 100%
211 Nesbitt West Bulk Warehouse 3.05 67,500 100%
556 Metroplex Drive Light Industrial 3.66 43,026 100%
7600 Eastgate Blvd. Bulk Warehouse 22.10 423,500 100%
--------- ---
SUBTOTAL OR AVERAGE 2,056,721 84%
--------- ---
NORTHERN NEW JERSEY
60 Ethel Road West Light Industrial 3.93 42,820 100%
70 Ethel Road West Light Industrial 3.78 62,000 100%
601-629 Montrose Avenue Light Industrial 5.83 75,000 100%
9 Princess Road R&D/Flex 2.36 24,375 100%
11 Princess Road R&D/Flex 5.33 55,000 91%
15 Princess Road R&D/Flex 2.00 20,625 82%
17 Princess Road R&D/Flex 1.82 18,750 100%
220 Hanover Avenue Bulk Warehouse 29.27 158,242 100%
244 Shefield Street Light Industrial 2.20 23,430 100%
31 West Forest Street (e) Light Industrial 6.00 110,000 100%
25 World's Fair Drive R&D/Flex 1.81 20,000 100%
14 World's Fair Drive R&D/Flex 4.53 60,000 100%
16 World's Fair Drive Light Industrial 3.62 43,400 0%
18 World's Fair Drive R&D/Flex 1.06 13,000 100%
23 World's Fair Drive Light Industrial 1.20 16,000 100%
12 World's Fair Drive Light Industrial 3.85 65,000 100%
49 Napoleon Court Light Industrial 2.06 32,500 100%
50 Napoleon Court Light Industrial 1.52 20,158 100%
22 World's Fair Drive Light Industrial 3.52 50,000 80%
26 World's Fair Drive Light Industrial 3.41 47,000 89%
24 World's Fair Drive Light Industrial 3.45 47,000 93%
20 World's Fair Drive Lot 13 R&D/Flex 4.25 30,000 100%
10 New Maple Road Bulk Warehouse 18.13 265,376 100%
60 Chapin Road Bulk Warehouse 13.61 259,230 100%
45 Route 46 Light Industrial 6.54 84,284 61%
43 Route 46 Light Industrial 2.48 35,629 63%
39 Route 46 R&D/Flex 1.64 22,249 87%
26 Chapin Road Light Industrial 5.15 76,127 92%
30 Chapin Road Light Industrial 5.15 75,688 74%
20 Hook Mountain Road Bulk Warehouse 14.02 213,991 98%
30 Hook Mountain Road Light Industrial 3.36 51,570 100%
55 Route 46 R&D/Flex 2.13 24,051 72%
16 Chapin Road R&D/Flex 4.61 68,358 74%
20 Chapin Road R&D/Flex 5.69 84,571 100%
Sayreville Lot 4 Light Industrial 6.88 62,400 92%
400 Raritan Center Parkway Light Industrial 7.16 81,190 100%
300 Columbus Circle R&D/Flex 9.38 123,029 60%
400 Apgar Bulk Warehouse 14.34 111,824 74%
500 Apgar Reg. Warehouse 5.00 58,585 100%
201 Circle Dr. North Bulk Warehouse 5.24 113,697 94%
1 Pearl Ct. Light Industrial 3.00 46,400 100%
2 Pearl Ct. Light Industrial 3.00 39,170 100%
3 Pearl Ct. Light Industrial 3.00 40,650 100%
4 Pearl Ct. Light Industrial 3.00 41,227 73%
5 Pearl Ct. Light Industrial 3.00 37,343 35%
6 Pearl Ct. Light Industrial 10.40 99,700 95%
24
LOCATION YEAR BUILT-
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED
---------------- ---------- ------------ -----------
NORTHERN NEW JERSEY (CONT.)
7 Pearl Ct. Allendale, NJ 1979
59 Route 17 Allendale, NJ 1979
PHOENIX
1045 South Edward Drive Tempe, AZ 1976
46 n. 49th Ave. Phoenix, AZ 1986
PORTLAND
5687 International Way (g) Milwaukee, OR 1974
5795 SW Jean Road (f) Lake Oswego, OR 1985
12130 NE Ainsworth Circle (e) Portland, OR 1986
5509 NW 122nd Ave (e) Milwaukee, OR 1995
6105-6113 NE 92nd Avenue (g) Portland, OR 1978/1986
8727 NE Marx Drive (f) Portland, OR 1987
3388 SE 20th Street Portland, OR 1981
5962-5964 NE 87th Avenue Portland, OR 1979
11620 NE Ainsworth Circle Portland, OR 1992
11824 NE Ainsworth Circle Portland, OR 1992
12124 NE Ainsworth Circle Portland, OR 1984
11632 NE Ainsworth Circle Portland, OR 1990
SALT LAKE CITY
2255 South 300 West (j) Salt Lake City, UT 1980
512 Lawndale Drive (k) Salt Lake City, UT 1981
1270 West 2320 South West Valley, UT 1986/92
1275 West 2240 South West Valley, UT 1986/92
1288 West 2240 South West Valley, UT 1986/92
2235 South 1300 West West Valley, UT 1986/92
1293 West 2200 South West Valley, UT 1986/92
1279 West 2200 South West Valley, UT 1986/92
1272 West 2240 South West Valley, UT 1986/92
1149 West 2240 South West Valley, UT 1986/92
1142 West 2320 South West Valley, UT 1987/1997
1152 West 2240 South West Valley, UT 1999
SOUTHERN NEW JERSEY
2-5 North Olnev Ave. Cherry Hill, NJ 1963/85
2 Springdale Road Cherry Hill, NJ 1968
4 Springdale Road (e) Cherry Hill, NJ 1963/85
8 Springdale Road Cherry Hill, NJ 1966
2050 Springdale Road Cherry Hill, NJ 1965
1 Esterbrook Lane Cherry Hill, NJ 1965
16 Springdale Road Cherry Hill, NJ 1967
5 Esterbrook Lane Cherry Hill, NJ 1966/88
2 Pin Oak Lane Cherry Hill, NJ 1968
6 Esterbrook Lane Cherry Hill, NJ 1966
3 Computer Drive Cherry Hill, NJ 1966
28 Springdale Road Cherry Hill, NJ 1967
3 Esterbrook Lane Cherry Hill, NJ 1968
4 Esterbrook Lane Cherry Hill, NJ 1969
26 Springdale Road Cherry Hill, NJ 1968
1 Keystone Ave. Cherry Hill, NJ 1969
1919 Springdale Road Cherry Hill, NJ 1970
21 Olnev Ave. Cherry Hill, NJ 1969
19 Olnev Ave. Cherry Hill, NJ 1971
2 Keystone Ave. Cherry Hill, NJ 1970
18 Olnev Ave. Cherry Hill, NJ 1974
2030 Springdale Road Cherry Hill, NJ 1977
55 Carnegie Drive Cherry Hill, NJ 1988
5 Carnegie Drive Cherry Hill, NJ 1987
111 Whittendale Drive Morrestown, NJ 1991/1996
9 Whittendale Drive Morrestown, NJ 2000
1931 Olney Road Cherry Hill, NJ 1969
ST. LOUIS
2121 Chapin Industrial Drive Vinita Park, MO 1969/94
10431-10449 Midwest Industrial Olivette, MO 1967
10751 Midwest Industrial Blvd. Olivette, MO 1965
6951 N. Hanley (e) Hazelwood, MO 1965
4560 Anglum Road Hazelwood, MO 1970
1037 Warson - Bldg A St. Louis, MO 1968
LAND AREA OCCUPANCY AT
BUILDING ADDRESS BUILDING TYPE (ACRES) GLA 12/31/02
---------------- ------------- --------- --- ------------
NORTHERN NEW JERSEY (CONT.)
7 Pearl Ct. Light Industrial 6.50 44,750 110%
59 Route 17 Light Industrial 5.90 60,000 100%
--------- ----
SUBTOTAL OR AVERAGE 3,255,389 91%
--------- ----
PHOENIX
1045 South Edward Drive Light Industrial 2.12 38,560 0%
46 n. 49th Ave. Reg. Warehouse 5.16 82,288 100%
--------- -----
SUBTOTAL OR AVERAGE 120,848 68%
--------- ----
PORTLAND
5687 International Way (g) Light Industrial 3.71 52,080 87%
5795 SW Jean Road (f) Light Industrial 3.02 37,352 73%
12130 NE Ainsworth Circle (e) R&D/Flex 4.39 53,021 100%
5509 NW 122nd Ave (e) Light Industrial 2.51 26,850 100%
6105-6113 NE 92nd Avenue (g) Light Industrial 7.42 145,250 100%
8727 NE Marx Drive (f) Light Industrial 6.59 111,000 100%
3388 SE 20th Street Light Industrial 0.25 11,810 69%
5962-5964 NE 87th Avenue Light Industrial 1.28 14,000 100%
11620 NE Ainsworth Circle Light Industrial 1.55 10,000 100%
11824 NE Ainsworth Circle Light Industrial 2.13 20,812 54%
12124 NE Ainsworth Circle Light Industrial 2.52 29,040 100%
11632 NE Ainsworth Circle Light Industrial 9.63 124,610 100%
--------- ----
SUBTOTAL OR AVERAGE 635,825 95%
--------- ----
SALT LAKE CITY
2255 South 300 West (j) Light Industrial 4.56 103,018 83%
512 Lawndale Drive (k) Light Industrial 35.00 396,372 88%
1270 West 2320 South R&D/Flex 1.49 13,025 100%
1275 West 2240 South R&D/Flex 2.06 38,227 100%
1288 West 2240 South R&D/Flex 0.97 13,300 57%
2235 South 1300 West Light Industrial 1.22 19,000 75%
1293 West 2200 South R&D/Flex 0.86 13,300 100%
1279 West 2200 South R&D/Flex 0.91 13,300 32%
1272 West 2240 South Light Industrial 3.07 34,870 64%
1149 West 2240 South Light Industrial 1.71 21,250 100%
1142 West 2320 South Light Industrial 1.52 17,500 100%
1152 West 2240 South R&D/Flex 13.56 55,785 57%
--------- ----
SUBTOTAL OR AVERAGE 738,947 84%
--------- ----
SOUTHERN NEW JERSEY
2-5 North Olnev Ave. Light Industrial 2.10 58,139 100%
2 Springdale Road Light Industrial 1.44 21,008 100%
4 Springdale Road (e) Light Industrial 3.02 58,189 100%
8 Springdale Road Light Industrial 3.02 45,054 93%
2050 Springdale Road Light Industrial 3.40 51,060 100%
1 Esterbrook Lane Light Industrial 1.71 8,610 100%
16 Springdale Road Light Industrial 5.30 48,922 100%
5 Esterbrook Lane Reg. Warehouse 5.45 39,167 100%
2 Pin Oak Lane Light Industrial 4.45 51,230 44%
6 Esterbrook Lane Light Industrial 3.96 32,914 100%
3 Computer Drive Bulk Warehouse 11.40 181,000 67%
28 Springdale Road Light Industrial 2.93 38,949 100%
3 Esterbrook Lane Light Industrial 2.15 32,844 100%
4 Esterbrook Lane Light Industrial 3.42 39,266 100%
26 Springdale Road Light Industrial 3.25 29,492 100%
1 Keystone Ave. Light Industrial 4.15 60,983 80%
1919 Springdale Road Light Industrial 5.13 49,300 100%
21 Olnev Ave. Manufacturing 1.75 22,738 100%
19 Olnev Ave. Light Industrial 4.36 53,962 100%
2 Keystone Ave. Light Industrial 3.47 50,922 81%
18 Olnev Ave. Light Industrial 8.85 62,542 100%
2030 Springdale Road Light Industrial 6.24 88,872 100%
55 Carnegie Drive Reg. Warehouse 15.20 90,804 100%
5 Carnegie Drive Bulk Warehouse 13.70 142,750 100%
111 Whittendale Drive Reg. Warehouse 5.00 79,329 100%
9 Whittendale Drive Light Industrial 5.51 52,800 100%
1931 Olney Road Light Industrial 2.90 45,770 100%
--------- ----
1,536,616 93%
SUBTOTAL OR AVERAGE --------- ----
ST. LOUIS
2121 Chapin Industrial Drive Bulk Warehouse 23.40 281,105 78%
10431-10449 Midwest Industrial Light Industrial 2.40 55,125 100%
10751 Midwest Industrial Blvd. Light Industrial 1.70 44,100 0%
6951 N. Hanley (e) Bulk Warehouse 9.50 129,614 100%
4560 Anglum Road Light Industrial 2.60 35,114 100%
1037 Warson - Bldg A Light Industrial 4.00 64,143 100%
25
LOCATION YEAR BUILT-
BUILDING ADDRESS CITY/STATE ENCUMBRANCES RENOVATED
---------------- ---------- ------------ -----------
ST. LOUIS (CONT.)
1037 Warson - Bldg B St. Louis, MO 1968
1037 Warson - Bldg C St. Louis, MO 1968
1037 Warson - Bldg D St. Louis, MO 1968
TAMPA
6614 Adamo Drive Tampa, FL 1967
6204 Benjamin Road Tampa, FL 1982
6206 Benjamin Road Tampa, FL 1983
6302 Benjamin Road Tampa, FL 1983
6304 Benjamin Road Tampa, FL 1984
6306 Benjamin Road Tampa, FL 1984
6308 Benjamin Road Tampa, FL 1984
5313 Johns Road Tampa, FL 1991
5602 Thompson Center Court Tampa, FL 1972
5411 Johns Road Tampa, FL 1997
5525 Johns Road Tampa, FL 1993
5607 Johns Road Tampa, FL 1991
5709 Johns Road Tampa, FL 1990
5711 Johns Road Tampa, FL 1990
5453 West Waters Avenue Tampa, FL 1987
5455 West Waters Avenue Tampa, FL 1987
5553 West Waters Avenue Tampa, FL 1987
5501 West Waters Avenue Tampa, FL 1990
5503 West Waters Avenue Tampa, FL 1990
5555 West Waters Avenue Tampa, FL 1990
5557 West Waters Avenue Tampa, FL 1990
5903 Johns Road Tampa, FL 1987
5461 W. Waters Avenue Tampa, FL 1998
5471 W. Waters Avenue Tampa, FL 1999
5505 Johns Road #7 Tampa, FL 1999
5481 W. Waters Avenue Tampa, FL 1999
5483 W. Waters Avenue Tampa, FL 1999
6702-6712 Benjamin Road (i) Tampa, FL 1982/84
5905 Breckenridge Parkway Tampa, FL 1982
5907 Breckenridge Parkway Tampa, FL 1982
5909 Breckenridge Parkway Tampa, FL 1982
5911 Breckenridge Parkway Tampa, FL 1982
5910 Breckenridge Parkway Tampa, FL 1982
5912 Breckenridge Parkway Tampa, FL 1982
4515-4519 George Road Tampa, FL 1985
6301 Benjamin Road Tampa, FL 1986
5723 Benjamin Road Tampa, FL 1986
6313 Benjamin Road Tampa, FL 1986
5801 Benjamin Road Tampa, FL 1986
5802 Benjamin Road Tampa, FL 1986
5925 Benjamin Road Tampa, FL 1986
OTHER
2800 Airport Road (h) Denton, TX 1968
3501 Maple Street Abilene, TX 1980
4200 West Harry Street (f) Wichita, KS 1972
Industrial Park No. 2 West Lebanon, NH 1968
6601 S. 33rd Street McAllen, TX 1975
LAND AREA OCCUPANCY AT
BUILDING ADDRESS BUILDING TYPE (ACRES) GLA 12/31/02
---------------- ------------- --------- --- ------------
ST. LOUIS (CONT.)
1037 Warson - Bldg B Light Industrial 4.00 97,154 100%
1037 Warson - Bldg C Light Industrial 4.00 79,252 100%
1037 Warson - Bldg D Light Industrial 4.00 92,081 100%
----------- ----
SUBTOTAL OR AVERAGE 877,688 88%
----------- ----
TAMPA
6614 Adamo Drive Reg. Warehouse 2.78 41,377 100%
6204 Benjamin Road Light Industrial 4.16 60,975 79%
6206 Benjamin Road Light Industrial 3.94 57,708 51%
6302 Benjamin Road R&D/Flex 2.03 29,747 100%
6304 Benjamin Road R&D/Flex 2.04 29,845 84%
6306 Benjamin Road Light Industrial 2.58 37,861 87%
6308 Benjamin Road Light Industrial 3.22 47,256 57%
5313 Johns Road R&D/Flex 1.36 25,690 100%
5602 Thompson Center Court R&D/Flex 1.39 14,914 83%
5411 Johns Road Light Industrial 1.98 30,204 83%
5525 Johns Road R&D/Flex 1.46 24,139 100%
5607 Johns Road R&D/Flex 1.34 13,500 100%
5709 Johns Road Light Industrial 1.80 25,480 100%
5711 Johns Road Light Industrial 1.80 25,455 100%
5453 West Waters Avenue R&D/Flex 0.66 7,200 100%
5455 West Waters Avenue R&D/Flex 2.97 32,424 24%
5553 West Waters Avenue Light Industrial 2.97 32,424 100%
5501 West Waters Avenue R&D/Flex 1.53 15,870 83%
5503 West Waters Avenue R&D/Flex 0.68 7,060 100%
5555 West Waters Avenue R&D/Flex 2.31 23,947 85%
5557 West Waters Avenue R&D/Flex 0.57 5,860 100%
5903 Johns Road Light Industrial 1.20 11,600 100%
5461 W. Waters Avenue Light Industrial 1.84 21,778 100%
5471 W. Waters Avenue R&D/Flex 2.00 23,778 100%
5505 Johns Road #7 Light Industrial 2.12 30,019 100%
5481 W. Waters Avenue R&D/Flex 3.60 41,861 100%
5483 W. Waters Avenue R&D/Flex 2.92 33,861 100%
6702-6712 Benjamin Road (i) Light Industrial 9.20 107,540 91%
5905 Breckenridge Parkway R&D/Flex 1.67 18,720 100%
5907 Breckenridge Parkway R&D/Flex 0.53 5,980 100%
5909 Breckenridge Parkway R&D/Flex 1.60 18,000 84%
5911 Breckenridge Parkway R&D/Flex 2.70 30,397 100%
5910 Breckenridge Parkway R&D/Flex 4.77 53,591 46%
5912 Breckenridge Parkway R&D/Flex 4.70 52,806 86%
4515-4519 George Road Light Industrial 5.00 64,742 91%
6301 Benjamin Road R&D/Flex 1.91 27,249 100%
5723 Benjamin Road R&D/Flex 2.97 42,270 100%
6313 Benjamin Road R&D/Flex 1.90 27,066 100%
5801 Benjamin Road Light Industrial 3.83 54,550 91%
5802 Benjamin Road R&D/Flex 4.06 57,705 66%
5925 Benjamin Road R&D/Flex 2.05 29,109 69%
----------- ----
SUBTOTAL OR AVERAGE 1,1,341,558 85%
----------- ----
OTHER
2800 Airport Road (h) Manufacturing 29.91 222,403 100%
3501 Maple Street Manufacturing 34.42 123,700 0%
4200 West Harry Street (f) Bulk Warehouse 21.45 177,655 100%
Industrial Park No. 2 Bulk Warehouse 10.27 156,200 100%
6601 S. 33rd Street Reg. Warehouse 3.31 50,000 100%
----------- ----
SUBTOTAL OR AVERAGE 729,958 83%
----------- ----
49,867,755 89%
TOTAL =========== ====
(a) This property collateralizes a $5.7 million mortgage loan which matures on
December 1, 2019.
(b) These properties collateralize a $6.0 million mortgage loan which matures
on January 1, 2013.
(c) This property collateralizes a $5.9 million mortgage loan which matures on
December 1, 2019.
(d) This property collateralizes a $2.2 million mortgage loan which matures on
October 1, 2006.
(e) Comprised of two properties.
(f) Comprised of three properties.
(g) Comprised of four properties.
(h) Comprised of five properties.
(i) Comprised of six properties.
(j) Comprised of seven properties.
(k) Comprised of 29 properties.
26
TENANT AND LEASE INFORMATION
The Consolidated Operating Partnership has a diverse base of nearly
2,300 tenants engaged in a wide variety of businesses including manufacturing,
retail, wholesale trade, distribution and professional services. Most leases
have an initial term of between three and six years and provide for periodic
rental increases that are either fixed or based on changes in the Consumer Price
Index. Industrial tenants typically have net or semi-net leases and pay as
additional rent their percentage of the property's operating costs, including
the costs of common area maintenance, property taxes and insurance. As of
December 31, 2002, approximately 89% of the GLA of the Consolidated Operating
Partnership's properties was leased, and no single tenant or group of related
tenants accounted for more than 1.1% of the Consolidated Operating Partnership's
rent revenues, nor did any single tenant or group of related tenants occupy more
than 1.4% of the Consolidated Operating Partnership's total GLA as of December
31, 2002.
The following table shows scheduled lease expirations for all leases
for the Consolidated Operating Partnership's properties as of December 31, 2002.
ANNUAL BASE RENT
NUMBER OF PERCENTAGE OF UNDER EXPIRING PERCENTAGE OF TOTAL
YEAR OF LEASES GLA GLA LEASES ANNUAL BASE RENT
EXPIRATION (1) EXPIRING EXPIRING (2) EXPIRING (IN THOUSANDS) EXPIRING (2)
- -------------- --------- ------------ ------------- ---------------- -------------------
2003 705 10,141,807 22.8% $ 48,520 23.0%
2004 527 9,836,339 22.1% 46,363 22.0%
2005 541 8,924,475 20.1% 42,366 20.1%
2006 273 5,214,367 11.7% 26,451 12.6%
2007 195 4,846,670 10.9% 22,847 10.9%
2008 57 1,632,274 3.7% 6,965 3.3%
2009 35 1,468,673 3.3% 6,577 3.1%
2010 18 855,341 1.9% 3,278 1.6%
2011 16 509,477 1.1% 2,872 1.4%
2012 13 322,483 0.7% 1,971 0.9%
Thereafter 12 762,901 1.7% 2,267 1.1%
------ ----------- ------- ---------- -------
Total 2,392 44,514,807 100.0% $ 210,477 100.0%
====== =========== ======= ========== =======
(1) Lease expirations as of December 31, 2002 assuming tenants do not exercise
existing renewal, termination, or purchase options.
(2) Does not include existing vacancies of 5,352,948 aggregate square feet.
27
The Other Real Estate Partnerships have a diverse base of more than 200
tenants engaged in a wide variety of businesses including manufacturing, retail,
wholesale trade, distribution and professional services. Most leases have an
initial term of between three and six years and provide for periodic rental
increases that are either fixed or based on changes in the Consumer Price Index.
Industrial tenants typically have net or semi-net leases and pay as additional
rent their percentage of the property's operating costs, including the costs of
common area maintenance, property taxes and insurance. As of December 31, 2002,
approximately 91% of the GLA of the Other Real Estate Partnerships' properties
was leased, and no single tenant or group of related tenants accounted for more
than 4.5% of the Other Real Estate Partnerships' rent revenues, nor did any
single tenant or group of related tenants occupy more than 4.7% of the Other
Real Estate Partnerships' total GLA as of December 31, 2002.
The following table shows scheduled lease expirations for all leases
for the Other Real Estate Partnerships' properties as of December 31, 2002.
ANNUAL BASE RENT
NUMBER OF PERCENTAGE OF UNDER EXPIRING PERCENTAGE OF TOTAL
YEAR OF LEASES GLA GLA LEASES ANNUAL BASE RENT
EXPIRATION (1) EXPIRING EXPIRING (2) EXPIRING (IN THOUSANDS) EXPIRING (2)
- -------------- --------- ------------ ------------- ---------------- -------------------
2003 82 2,569,539 28.0% $ 10,081 25.5%
2004 64 2,335,063 25.4% 10,333 26.2%
2005 47 859,783 9.3% 5,171 13.1%
2006 31 931,203 10.1% 4,908 12.4%
2007 19 661,094 7.2% 2,910 7.4%
2008 7 202,405 2.2% 959 2.4%
2009 7 1,410,141 15.3% 4,375 11.1%
2010 2 54,421 0.6% 115 0.3%
2011 3 106,161 1.2% 511 1.3%
2012 1 62,400 0.7% 137 0.3%
---- ---------- ----- -------- ------
Total 263 9,192,210 100.0% $ 39,500 100.0%
==== ========== ===== ======== ======
(1) Lease expirations as of December 31, 2002 assuming tenants do not exercise
existing renewal, termination, or purchase options.
(2) Does not include existing vacancies of 919,929 aggregate square feet.
ITEM 3. LEGAL PROCEEDINGS
The Consolidated Operating Partnership is involved in legal proceedings
arising in the ordinary course of business. All such proceedings, taken
together, are not expected to have a material impact on the results of
operations, financial position or liquidity of the Consolidated Operating
Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
28
PART II
ITEM 5. MARKET FOR REGISTRANT'S PARTNERS' CAPITAL AND RELATED PARTNER MATTERS
There is no established public trading market for the general partner
and limited partner units and the Preferred Units. As of March 7, 2003, there
were 264 holders of record of general partner and limited partner units ("Unit")
and one holder of record (the Company) of Preferred Units.
Beginning with the third quarter of 1994, the Operating Partnership has
made consecutive quarterly distributions to its partners with respect to general
partner and limited partner units since the initial public offering of the
Company in June 1994. The Operating Partnership has made consecutive quarterly
distributions to the Company with respect to Preferred Units since the issuance
of each such Preferred Units. The current indicated annual distribution rate
with respect to general partner and limited partner units is $2.74 per unit
($.6850 per Unit per quarter). The annual distribution rate with respect to
Preferred Units is $215.624000 per Series C Preferred Unit ($53.90600 per Series
C Preferred Unit per quarter), $198.74800 per Series D Preferred Unit ($49.68750
per Series D Preferred Unit per quarter) and $197.50000 per Series E Preferred
Unit ($49.375000 per Series E Preferred Unit per quarter). The Operating
Partnership's ability to make distributions depends on a number of factors,
including its net cash provided by operating activities, capital commitments and
debt repayment schedules. Holders of general partner and limited partner units
are entitled to receive distributions when, as and if declared by the Board of
Directors of the Company, its general partner, after the priority distributions
required under the Operating Partnership's partnership agreement have been made
with respect to Preferred Units, out of any funds legally available for that
purpose.
The following table sets forth the distributions per Unit paid or
declared by the Operating Partnership during the periods noted:
Quarter Ended Distribution Declared
------------- ---------------------
December 31, 2002....................................... $ .6850
September 30, 2002...................................... .6800
June 30, 2002........................................... .6800
March 31, 2002.......................................... .6800
December 31, 2001....................................... .6800
September 30, 2001...................................... .6575
June 30, 2001........................................... .6575
March 31, 2001.......................................... .6575
In 2002, the Operating Partnership issued an aggregate of 18,203 Units
having an aggregate value of $.6 million in exchange for property. In 2001, the
Operating Partnership issued an aggregate of 44,579 Units having an aggregate
value of $1.5 million in exchange for property. In 2000, the Operating
Partnership issued an aggregate of 114,715 Units having an aggregate value of
$3.5 million in exchange for property.
All of the above Units were issued in private placements in reliance on
Section 4(2) of the Securities Act of 1933, as amended, including Regulation D
promulgated thereunder, to individuals or entities holding real property or
interests therein. No underwriters were used in connection with such issuances.
Subject to lock-up periods and certain adjustments, Units are
convertible into common stock, par value $.01, of the Company on a one-for-one
basis or cash at the option of the Company.
29
ITEM 6. SELECTED FINANCIAL DATA
The following sets forth selected financial and operating data for the
Consolidated Operating Partnership on a historical basis. The following data
should be read in conjunction with the financial statements and notes thereto
and Management's Discussion and Analysis of Financial Condition and Results of
Operations included elsewhere in this Form 10-K. The historical statements of
operations for the years ended December 31, 2002, 2001 and 2000 include the
results of operations of the Consolidated Operating Partnership as derived from
the Consolidated Operating Partnership's audited financial statements. The
historical statements of operations for the years ended December 31, 1999 and
1998 include the results of operations of the Consolidated Operating Partnership
as derived from the Consolidated Operating Partnership's audited financial
statements except that the results of operations of properties that were sold
subsequent to December 31, 2001 that were not classified as held for sale at
December 31, 2001 and the results of operations of properties that were
classified as held for sale subsequent to December 31, 2001 are presented in
discontinued operations if such properties met both of the following criteria:
(a) the operations and cash flows of the property have been (or will be)
eliminated from the ongoing operations of the Consolidated Operating Partnership
as a result of the disposition and (b) the Consolidated Operating Partnership
will not have any significant involvement in the operations of the property
after the disposal transaction. The historical balance sheet data and other data
as of December 31, 2002, 2001, 2000, 1999, and 1998 include the balances of the
Consolidated Operating Partnership as derived from the Consolidated Operating
Partnership's audited financial statements.
30
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
12/31/02 12/31/01 12/31/00 12/31/99 12/31/98
------------ ------------ ------------ ------------ ------------
(IN THOUSANDS, EXCEPT PER UNIT AND PROPERTY DATA)
STATEMENTS OF OPERATIONS DATA:
Total Revenues ................................. $ 290,036 $ 303,302 $ 306,592 $ 302,117 $ 283,864
Property Expenses .............................. (92,778) (90,607) (89,732) (82,789) (84,800)
General and Administrative Expense ............. (19,230) (17,990) (16,971) (12,961) (12,919)
Interest Expense ............................... (87,439) (78,841) (80,885) (76,799) (68,862)
Amortization of Deferred Financing Costs ....... (1,858) (1,742) (1,683) (1,295) (851)
Depreciation and Other Amortization ............. (63,369) (59,900) (52,961) (55,294) (52,035)
Valuation Provision on Real Estate (a) ......... -- (6,490) (2,169) -- --
Restructuring and Abandoned Pursuit Costs
Charge (b) .................................... -- -- -- -- (6,858)
Equity in Income of Other Real Estate
Partnerships .................................. 53,038 47,949 33,049 45,714 27,583
Equity in Income (Loss) of Joint Ventures....... 463 (791) 571 302 45
Disposition of Interest Rate Protection
Agreements (c) ................................ -- -- -- -- (8,475)
Gain on Sale of Real Estate .................... 16,409 42,942 25,430 11,904 2,931
------------ ----------- ------------ ------------ ------------
Income from Continuing Operations Before
Extraordinary Loss and Cumulative Effect of
Change in Accounting Principle ............... 95,272 137,832 121,241 130,899 79,623
Extraordinary Loss (d) ........................ (888) (10,309) -- -- --
Income from Discontinued Operations (Including
Gain on Sale of Real Estate of $33,439 for the
Year Ended December 31, 2002) (e)............. 42,034 10,440 8,575 7,078 6,375
Cumulative Effect of Change in Accounting
Principle (f) ................................. -- -- -- -- (719)
------------ ----------- ------------ ------------ ------------
Net Income ..................................... 136,418 137,963 129,816 137,977 85,279
Preferred Unit Distributions ................... (23,432) (28,924) (28,924) (28,924) (26,691)
------------ ----------- ------------ ------------ ------------
Net Income Available to Unitholders ............ $ 112,986 $ 109,039 $ 100,892 $ 109,053 $ 58,588
============ =========== ============ ============ ============
Net Income Available to Unitholders
Before Extraordinary Loss and Cumulative
Effect of Change in Accounting Principle Per
Unit:
Basic ................................... $ 2.47 $ 2.57 $ 2.20 $ 2.41 $ 1.34
============ =========== ============ ============ ============
Diluted ................................. $ 2.46 $ 2.56 $ 2.18 $ 2.40 $ 1.34
============ =========== ============ ============ ============
Net Income Available to Unitholders
Per Unit:
Basic .................................... $ 2.45 $ 2.35 $ 2.20 $ 2.41 $ 1.33
============ =========== ============ ============ ============
Diluted .................................. $ 2.44 $ 2.34 $ 2.19 $ 2.40 $ 1.32
============ =========== ============ ============ ============
Distributions Per Unit ......................... $ 2.7250 $ 2.6525 $ 2.5175 $ 2.42 $ 2.19
============ =========== ============ ============ ============
Weighted Average Number of Units
Outstanding:
Basic .................................... 46,165 46,382 45,928 45,271 44,100
============ =========== ============ ============ ============
Diluted .................................. 46,367 46,660 46,184 45,373 44,283
============ =========== ============ ============ ============
Net Income ..................................... $ 136,418 $ 137,963 $ 129,816 $ 137,977 $ 85,279
Other Comprehensive Income (Loss):
Cumulative Transition Adjustment .............. -- (14,920) -- -- --
Settlement of Interest Rate Protection
Agreements.................................... 1,772 (191) -- -- --
Mark-to-Market of Interest Rate Protection
Agreements.................................... (126) (231) -- -- --
Write-off of Unamortized Interest Rate
Protection Agreement Due to the Early
Retirement of Debt ......................... -- 2,156 -- -- --
Amortization of Interest Rate Protection
Agreements................................... 176 805 -- -- --
------------ ----------- ------------ ------------ ------------
Comprehensive Income ......................... $ 138,240 $ 125,582 $ 129,816 $ 137,977 $ 85,279
============ =========== ============ ============ ============
BALANCE SHEET DATA (END OF PERIOD):
Real Estate, Before Accumulated Depreciation ... $ 2,316,970 $ 2,311,883 $ 2,020,552 $ 2,131,434 $ 2,133,465
Real Estate, After Accumulated Depreciation .... 2,055,595 2,082,590 1,838,072 1,952,141 1,988,030
Real Estate Held For Sale, Net ................. 7,040 28,702 190,379 -- --
Investment in and Advances to Other Real
Estate Partnerships ........................... 377,776 378,350 381,231 380,774 368,364
Total Assets ................................... 2,585,805 2,580,652 2,539,407 2,443,987 2,470,661
Mortgage Loans Payable, Net, Unsecured Lines of
Credit and Senior Unsecured Debt, Net ......... 1,402,069 1,277,722 1,180,023 1,105,747 1,149,460
Total Liabilities .............................. 1,525,587 1,400,727 1,329,576 1,228,637 1,261,102
Partners' Capital .............................. 1,060,218 1,179,925 1,209,831 1,215,350 1,209,559
OTHER DATA:
Cash Flows From Operating Activities ........... $ 137,212 $ 145,943 $ 151,889 $ 183,533 $ 147,902
Cash Flows From Investing Activities ........... 12,248 (80,193) (85,152) (15,798) (538,395)
Cash Flows From Financing Activities ........... (149,460) (69,394) (63,115) (181,659) 399,444
Total Properties (g) ........................... 798 812 865 868 886
Total GLA, in square feet (g) .................. 49,867,755 52,214,832 55,615,111 54,788,585 57,403,413
Occupancy Percentage (g) ....................... 89% 91% 95% 96% 95%
============================================================================================================================
31
(a) Represents a valuation provision on real estate relating to certain
properties located in Columbus, Ohio, Des Moines, Iowa and Grand Rapids,
Michigan.
(b) Represents a restructuring charge relating to severance costs, of which
approximately $1.2 million is non-cash relating to immediate vesting of
restricted units.
(c) The approximate $8.5 million loss on disposition of interest rate
protection agreements for the year ended December 31, 1998 represents the
Consolidated Operating Partnership's, through the Operating Partnership,
settlement of its remaining interest rate protection agreement that was
scheduled to expire on January 4, 1999. This agreement was entered into in
December 1997 in anticipation of 1998 senior unsecured debt offerings. Due
to the changing market conditions and the Consolidated Operating
Partnership's expectation that it would not issue debt securities
associated with the interest rate protection agreement, the Consolidated
Operating Partnership, through the Operating Partnership, settled its
position in the interest rate protection agreement.
(d) In 2002, the Consolidated Operating Partnership paid off and retired
certain senior unsecured debt. The Consolidated Operating Partnership
recorded an extraordinary loss of approximately $.9 million which is
comprised of the amount paid above the carrying amount of the senior
unsecured debt, the write-off of pro rata unamortized deferred financing
costs and legal costs. In 2001, the Consolidated Operating Partnership,
paid off and retired certain mortgage loans and certain senior unsecured
debt. The Consolidated Operating Partnership recorded an extraordinary loss
of approximately $10.3 million, which is comprised of the amount paid above
the carrying amount of the senior unsecured debt, the write-off of
unamortized deferred financing costs, the write-off of the unamortized
portion of an interest rate protection agreement which was used to fix the
interest rate on the senior unsecured debt prior to issuance, the
settlement of an interest rate protection agreement used to fix the
retirement price of the senior unsecured debt, prepayment fees, legal costs
and other expenses.
(e) On January 1, 2002, the Consolidated Operating Partnership adopted the
Financial Accounting Standards Board's ("FASB") Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
Long Lived Assets" ("FAS 144"). FAS 144 addresses financial accounting and
reporting for the disposal of long lived assets. FAS 144 requires that the
results of operations and gains or losses on the sale of property sold
subsequent to December 31, 2001 that were not classified as held for sale
at December 31, 2001 as well as the results of operations from properties
that were classified as held for sale subsequent to December 31, 2001 be
presented in discontinued operations if both of the following criteria are
met: (a) the operations and cash flows of the property have been (or will
be) eliminated from the ongoing operations of the Consolidated Operating
Partnership as a result of the disposal transaction and (b) the
Consolidated Operating Partnership will not have any significant continuing
involvement in the operations of the property after the disposal
transaction. FAS 144 also requires prior period results of operations for
these properties to be restated and presented in discontinued operations in
prior consolidated statements of operations.
(f) In April 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position
98-5, "Reporting on the Costs of Start-Up Activities" ("SOP 98-5"). SOP
98-5 requires that the net unamortized balance of all start-up costs and
organizational costs be written off as a cumulative effect of a change in
accounting principle and all future start-up costs and organizational costs
be expensed. Consistent with SOP 98-5, the Consolidated Operating
Partnership has reported a cumulative effect of a change in accounting
principle in the amount of approximately $.7 million to reflect the
write-off of the unamortized balance of organizational costs on the
Consolidated Operating Partnership's balance sheet.
(g) As of end of period and excludes properties under development.
32
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with "Selected
Financial Data" and the historical Consolidated Financial Statements and Notes
thereto appearing elsewhere in this Form 10-K.
First Industrial, L.P. (the "Operating Partnership") was organized as a
limited partnership in the state of Delaware on November 23, 1993. The sole
general partner is First Industrial Realty Trust, Inc. (the "Company") with an
approximate 85.0% ownership interest at December 31, 2002. The Company also owns
a preferred general partnership interest in the Operating Partnership
("Preferred Units") with an aggregate liquidation priority of $250.0 million.
The Company is a real estate investment trust ("REIT") as defined in the
Internal Revenue Code. The Company's operations are conducted primarily through
the Operating Partnership. The limited partners of the Operating Partnership
own, in the aggregate, approximately a 15.0% interest in the Operating
Partnership at December 31, 2002.
The Operating Partnership is the sole member of several limited
liability companies (the "L.L.C.s") and the sole stockholder of First Industrial
Development Services, Inc., and holds at least a 99% limited partnership
interest in First Industrial Financing Partnership, L.P. (the "Financing
Partnership"), First Industrial Securities, L.P. (the "Securities Partnership"),
First Industrial Mortgage Partnership, L.P (the "Mortgage Partnership"), First
Industrial Pennsylvania, L.P. (the "Pennsylvania Partnership"), First Industrial
Harrisburg, L.P. (the "Harrisburg Partnership"), First Industrial Indianapolis,
L.P. (the "Indianapolis Partnership"), TK-SV, LTD., and FI Development Services,
L.P. (together, the "Other Real Estate Partnerships"). The Operating
Partnership, through separate wholly-owned limited liability companies in which
it is the sole member, also owns minority equity interests in, and provides
asset and property management services to, three joint ventures which invest in
industrial properties.
The general partners of the Other Real Estate Partnerships are separate
corporations, each with at least a .01% general partnership interest in the
Other Real Estate Partnerships for which it acts as a general partner. Each
general partner of the Other Real Estate Partnerships is a wholly-owned
subsidiary of the Company.
The financial statements of the Operating Partnership report the
L.L.C.s and First Industrial Development Services, Inc. on a consolidated basis
(hereinafter defined as the "Consolidated Operating Partnership") and the Other
Real Estate Partnerships and three joint ventures are accounted for under the
equity method of accounting. Profits, losses and distributions of the Operating
Partnership, the L.L.C.s and the Other Real Estate Partnerships are allocated to
the general partner and the limited partners, or members, as applicable, in
accordance with the provisions contained within the partnership agreements or
operating agreements, as applicable, of the Operating Partnership, the L.L.C.s
and the Other Real Estate Partnerships.
As of December 31, 2002, the Consolidated Operating Partnership owned
798 in-service industrial properties, containing an aggregate of approximately
49.9 million square feet of gross leasable area ("GLA"). On a combined basis, as
of December 31, 2002, the Other Real Estate Partnerships owned 110 in-service
industrial properties, containing an aggregate of approximately 10.1 million
square feet of GLA. Of the 110 industrial properties owned by the Other Real
Estate Partnerships at December 31, 2002, 19 are held by the Financing
Partnership, 16 are held by the Securities Partnership, 16 are held by the
Mortgage Partnership, 45 are held by the Pennsylvania Partnership, eight are
held by the Harrisburg Partnership, five are held by the Indianapolis
Partnership and one is held by TK-SV, LTD.
The Consolidated Operating Partnership believes the following critical
accounting policies affect its more significant judgements and estimates used in
the preparation of its consolidated financial statements. The Consolidated
Operating Partnership maintains an allowance for doubtful accounts which is
based on estimates of potential losses which could result from the inability of
the Consolidated Operating Partnership's tenants to satisfy outstanding billings
with the Consolidated Operating Partnership. If the financial condition of the
Consolidated Operating Partnership's tenants were to deteriorate, an increase in
the allowance may be required. Also, the Consolidated Operating Partnership
reviews its properties on a quarterly basis for impairment and provides a
provision if impairments are determined. Future adverse changes in the
Consolidated Operating Partnership's markets may cause an increase in this
provision.
33
RESULTS OF OPERATIONS
COMPARISON OF YEAR ENDED DECEMBER 31, 2002 TO YEAR ENDED DECEMBER 31, 2001
At December 31, 2002, the Consolidated Operating Partnership owned 798
in-service properties with approximately 49.9 million square feet of GLA,
compared to 812 in-service properties with approximately 52.2 million square
feet of GLA at December 31, 2001. During 2002, the Consolidated Operating
Partnership acquired 67 in-service properties containing approximately 4.2
million square feet of GLA, completed development of 17 properties totaling
approximately 3.2 million square feet of GLA and sold 92 in-service properties
totaling approximately 8.5 million square feet of GLA, four out of service
properties and several land parcels. The Consolidated Operating Partnership also
took eight properties out of service that are under redevelopment comprising
approximately 1.4 million square feet of GLA, and placed in-service two
properties comprising approximately .2 million square feet of GLA.
Rental income and tenant recoveries and other income decreased by
approximately $13.3 million or 4.4% due primarily to a decrease in same store
rental income and tenant recoveries and other income as discussed below, as well
as a decrease in rental income and tenant recoveries and other income for the
year ended December 31, 2002 as compared to the year ended December 31, 2001 due
to properties sold subsequent to December 31, 2000, (other than property sales
that were classified as discontinued operations). This decrease is partially
offset by an increase in rental income and tenant recoveries and other income
for the year ended December 31, 2002 as compared to the year ended December 31,
2001 due to properties acquired subsequent to December 31, 2000. Rental income
and tenant recoveries and other income from in-service properties owned prior to
January 1, 2001 decreased by approximately $4.9 million or 2.0% due primarily to
a decrease in average occupied GLA for the year ended December 31, 2002 as
compared to the year ended December 31, 2001.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
increased by approximately $2.2 million or 2.4%. This increase is due primarily
to an increase in same-store property expenses and an increase in property
expenses for the year ended December 31, 2002 as compared to the year ended
December 31, 2001 due to properties acquired subsequent to December 31, 2000.
This increase is partially offset by a decrease in property expenses due to
properties sold subsequent to December 31, 2000, (other than property sales that
were classified as discontinued operations). Property expenses from in-service
properties owned prior to January 1, 2001 increased by approximately $3.4
million or 5.0% due primarily to an increase in repairs and maintenance expense
and insurance expense for the year ended December 31, 2002 as compared to the
year ended December 31, 2001. The increase in repairs and maintenance expense is
due primarily to an increase in maintenance company expenses and related costs.
The increase in insurance is due primarily to an increase in insurance premiums.
General and administrative expense increased by approximately $1.2
million due primarily to increases in employee compensation and additional
employees for the year ended December 31, 2002 as compared to the year ended
December 31, 2001, partially offset by the write-off of the Consolidated
Operating Partnership's technology initiative investment of approximately $.7
million during the year ended December 31, 2001.
Interest expense increased by approximately $8.6 million for the year
ended December 31, 2002 as compared to the year ended December 31, 2001 due
primarily to an increase in the weighted average debt balance outstanding for
the year ended December 31, 2002 ($1,392.6 million) as compared to the year
ended December 31, 2001 ($1,269.3 million) and a decrease in capitalized
interest for the year ended December 31, 2002 due to a decrease in development
activities. This was partially offset by a decrease in the weighted average
interest rate for the year ended December 31, 2002 (6.80%) as compared to the
year ended December 31, 2001 (7.05%).
Amortization of deferred financing costs increased by approximately $.1
million or 6.7% due primarily to the amortization of deferred financing costs
associated with the issuance of additional senior unsecured debt.
Depreciation and other amortization increased by approximately $3.5
million due primarily to additional depreciation and amortization recognized for
properties acquired subsequent to December 31, 2000.
34
The valuation provision on real estate of approximately $6.5 million
for the year ended December 31, 2001 represents a valuation provision on certain
properties located in the Columbus, Ohio and Des Moines, Iowa markets.
Equity in income of Other Real Estate Partnerships increased by
approximately $5.1 million due primarily to an increase in gain on sale of real
estate (whether classified as continuing operations or discontinued operations),
offset by a decrease in net operating income (whether classified as continuing
operations or discontinued operations) and a preferred distribution made by one
of the Other Real Estate Partnerships in 2001.
Equity in income of joint ventures increased by approximately $1.3
million due primarily to the increase in gain on sale of real estate of one of
the Consolidated Operating Partnership's joint ventures, the start up of one of
the Consolidated Operating Partnership's joint ventures in December 2001 and the
Consolidated Operating Partnership recognizing its proportionate interest in a
valuation provision recognized in one of the Consolidated Operating
Partnership's joint ventures during the year ended December 31, 2001, offset by
a loss on the sale of real estate of one of the Consolidated Operating
Partnership's joint ventures.
The approximate $16.4 million gain on sale of real estate for the year
ended December 31, 2002 resulted from the sale of 12 industrial properties that
were identified as held for sale at December 31, 2001, 15 industrial properties
that were sold to one of the Consolidated Operating Partnership's joint ventures
and several land parcels. Gross proceeds from these sales were approximately
$152.4 million.
The $42.9 million gain on sale of real estate for the year ended
December 31, 2001 resulted from the sale of 124 industrial properties and
several land parcels. Gross proceeds from these sales were approximately $317.6
million.
Income from discontinued operations of approximately $42.0 million for
the year ended December 31, 2002 reflects the results of operations and gain on
sale of 69 industrial properties that were not held for sale at December 31,
2001 and were sold during the year ended December 31, 2002, as well as the
results of operations of four industrial properties identified as held for sale
at December 31, 2002. Gross proceeds from the sales of the 69 industrial
properties were approximately $233.7 million, resulting in a gain on sale of
real estate of approximately $33.4 million.
Income from discontinued operations of approximately $10.4 million for
the year ended December 31, 2001 reflects the results of operations of the 69
industrial properties that were not held for sale at December 31, 2001 and were
sold during the year ended December 31, 2002 as well as the results of
operations of four industrial properties identified as held for sale at December
31, 2002.
The approximate $.9 million extraordinary loss for the year ended
December 31, 2002 is due to the early retirement of senior unsecured debt. The
extraordinary loss is comprised of the amount paid above the carrying amount of
the senior unsecured debt, the write-off of pro rata unamortized deferred
financing costs and legal costs.
The $10.3 million extraordinary loss for the year ended December 31,
2001 is due to the early retirement of senior unsecured debt and various
mortgage loans. The extraordinary loss is comprised of the amount paid above the
carrying amount of the senior unsecured debt, the write-off of unamortized
deferred financing costs, the write-off of the unamortized portion of an
interest rate protection agreement which was used to fix the interest rate on
the senior unsecured debt prior to issuance, the settlement of an interest rate
protection agreement used to fix the retirement price of the senior unsecured
debt, prepayment fees, legal costs and other expenses.
COMPARISON OF YEAR ENDED DECEMBER 31, 2001 TO YEAR ENDED DECEMBER 31, 2000
At December 31, 2001, the Consolidated Operating Partnership owned 812
in-service properties with approximately 52.2 million square feet of GLA,
compared to 865 in-service properties with approximately 55.6 million square
feet of GLA at December 31, 2000. During 2001, the Consolidated Operating
Partnership acquired 70 properties containing approximately 3.8 million square
feet of GLA, completed development of six properties totaling approximately .9
million square feet of GLA and sold 120 in-service properties totaling
approximately 7.2 million square feet of GLA, four out-of-service properties and
several land parcels. The Consolidated Operating Partnership also took 13
properties out-of-service that were under redevelopment comprising approximately
1.2 million square feet of GLA, and placed in-service four properties comprising
approximately .3 million square feet of GLA.
35
Rental income and tenant recoveries and other income decreased by
approximately $3.3 million or 1.1% due primarily to a decrease in rental income
and tenant recoveries and other income for the year ended December 31, 2001 as
compared to the year ended December 31, 2000 due to properties sold subsequent
to December 31, 1999. This decrease is partially offset by an increase in rental
income and tenant recoveries and other income for the year ended December 31,
2001 as compared to the year ended December 31, 2000 due to properties acquired
subsequent to December 31, 1999. Rental income and tenant recoveries and other
income from in-service properties owned prior to January 1, 2000 increased by
approximately $3.0 million or 1.4% due primarily to an increase in property
expenses (as discussed below) for the year ended December 31, 2001 as compared
to the year ended December 31, 2000.
Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
increased by approximately $.9 million or 1.0%. This increase is due primarily
to an increase in same store property expenses as discussed below, as well as an
increase in property expenses for the year ended December 31, 2001 as compared
to the year ended December 31, 2000 due to properties acquired subsequent to
December 31, 2000. This increase is partially offset by a decrease in property
expenses for the year ended December 31, 2001 as compared to the year ended
December 31, 2000 due to properties sold during the year ended December 31,
2000. Property expenses from in-service properties owned prior to January 1,
2000 increased by approximately $3.0 million or 4.9% due primarily to an
increase in real estate taxes, repairs and maintenance and insurance expense.
The increase in real estate taxes is primarily due to an increase in real estate
taxes in many of the Company's markets. The increase in repairs and maintenance
is due primarily to an increase in maintenance company expenses and related
costs. The increase in insurance expense is due primarily to an increase in
insurance premiums.
General and administrative expense increased by approximately $1.0
million due primarily to increases in employee compensation and additional
employees for the year ended December 31, 2001 as compared to the year ended
December 31, 2000 and the write-off of the Consolidated Operating Partnership's
technology initiative investment of approximately $.7 million during the year
ended December 31, 2001.
Interest expense decreased by approximately $2.0 million for the year
ended December 31, 2001 as compared to the year ended December 31, 2000 due
primarily to a decrease in the weighted average interest rate for the year ended
December 31, 2001 (7.05%) as compared to the year ended December 31, 2000
(7.32%) and an increase in capitalized interest for the year ended December 31,
2001 due to an increase in development activities. This was offset by an
increase in average debt balance outstanding for the year ended December 31,
2001 as compared to the year ended December 31, 2000. The average debt balance
outstanding for the years ended December 31, 2001 and 2000 was approximately
$1,269.3 million and $1,182.3 million, respectively.
Amortization of deferred financing costs increased by approximately $.1
million or 3.5% due primarily to the amortization of deferred financing costs
associated with the issuance of additional senior unsecured debt.
Depreciation and other amortization increased by approximately $6.9
million due primarily to additional depreciation and amortization recognized for
properties acquired subsequent to December 31, 1999 as well as additional
depreciation due to fewer properties classified as held for sale throughout the
year ended December 31, 2001 as compared to the year ended December 31, 2000.
The valuation provision on real estate of approximately $6.5 million
for the year ended December 31, 2001 represents a valuation provision primarily
on certain properties located in the Columbus, Ohio and Des Moines, Iowa
markets.
The valuation provision on real estate of approximately $2.2 million
for the year ended December 31, 2000 represents a valuation provision on the
Consolidated Operating Partnership's exit market portfolio in Grand Rapids,
Michigan.
Equity in income of Other Real Estate Partnerships increased by
approximately $14.9 million due primarily to an increase in gain on sale of real
estate, offset by an increase in the valuation provision on real estate. During
the year ended December 31, 2001, the Other Real Estate Partnerships sold eight
industrial properties and several land
36
parcels for a gain of approximately $21.4 million. During the year ended
December 31, 2000, the Other Real Estate Partnerships sold four industrial
properties and several parcels of land for a gain of approximately $3.9 million.
Equity in income of joint ventures decreased by approximately $1.4
million due primarily to the Operating Partnership recognizing its proportionate
interest in a valuation provision recognized in one of the Operating
Partnership's joint ventures.
The $42.9 million gain on sale of real estate for the year ended
December 31, 2001 resulted from the sale of 124 industrial properties and
several land parcels. Gross proceeds from these sales were approximately $317.6
million.
The $25.4 million gain on sale of real estate for the year ended
December 31, 2000 resulted from the sale of 105 industrial properties and
several land parcels. Gross proceeds from these sales were approximately $404.0
million.
Income from discontinued operations of approximately $10.4 million for
the year ended December 31, 2001 reflects the results of operations of 69
industrial properties that were not held for sale at December 31, 2001 and were
sold during the year ended December 31, 2002, as well as the results of
operations of four industrial properties identified as held for sale at December
31, 2002.
Income from discontinued operations of approximately $8.6 million for
the year ended December 31, 2000 reflects the results of operations of the 69
industrial properties that were not held for sale at December 31, 2001 and were
sold during the year ended December 31, 2002, as well as the results of
operations of four industrial properties identified as held for sale at December
31, 2002.
The $10.3 million extraordinary loss for the year ended December 31,
2001 is due to the early retirement of senior unsecured debt and various
mortgage loans. The extraordinary loss is comprised of the amount paid above the
carrying amount of the senior unsecured debt, the write-off of unamortized
deferred financing costs, the write-off of the unamortized portion of an
interest rate protection agreement which was used to fix the interest rate on
the senior unsecured debt prior to issuance, the settlement of an interest rate
protection agreement used to fix the retirement price of the senior unsecured
debt, prepayment fees, legal costs and other expenses.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2002, the Consolidated Operating Partnership's
restricted cash was approximately $28.3 million. Restricted cash was comprised
of gross proceeds from the sales of certain properties. These sales proceeds
will be disbursed as the Consolidated Operating Partnership exchanges into
properties under Section 1031 of the Internal Revenue Code.
YEAR ENDED DECEMBER 31, 2002
Net cash provided by operating activities of approximately $137.2
million for the year ended December 31, 2002 was comprised primarily of net
income of approximately $136.4 million and adjustments for non-cash items of
approximately $21.1 million, partially offset by the net change in operating
assets and liabilities of approximately $20.3 million. The adjustments for the
non-cash items of approximately $21.1 million are primarily comprised of
depreciation and amortization of approximately $72.6 million and an
extraordinary loss of approximately $.9 million from the early retirement of
debt, partially offset by the gain on sale of real estate of approximately $49.8
million and the effect of the straight-lining of rental income of approximately
$2.6 million.
Net cash provided by investing activities of approximately $12.2
million for the year ended December 31, 2002 was comprised primarily of the net
proceeds from the sale of real estate, distributions from investment in Other
Real Estate Partnerships, the repayment of mortgage loans receivable and
distributions from the Consolidated Operating Partnership's joint ventures,
partially offset by the acquisition of real estate, development of real estate,
capital expenditures related to the expansion and improvement of existing real
estate, investments in and advances to Other Real Estate Partnerships and
contributions to one of the Consolidated Operating Partnership's joint ventures
and an increase in restricted cash from sales proceeds deposited with an
intermediary for Section 1031 exchange purposes.
Net cash used in financing activities of approximately $149.5 million
for the year ended December 31, 2002 was comprised primarily of general
partnership and limited partnership unit ("Unit") and preferred general
37
partnership unit distributions, the redemption of preferred units, the
repurchase of restricted units, the purchase of general partner units,
repayments on mortgage loans payable, repayment of senior unsecured debt, debt
issuance costs incurred in conjunction with the issuance of senior unsecured
debt and the net repayments on the Consolidated Operating Partnership's
unsecured lines of credit, partially offset by proceeds from the issuance of
senior unsecured debt, Unit contributions and a book overdraft.
YEAR ENDED DECEMBER 31, 2001
Net cash provided by operating activities of approximately $145.9
million for the year ended December 31, 2001 was comprised primarily of net
income of approximately $138.0 million and adjustments for non-cash items of
approximately $41.9 million, partially offset by the net change in operating
assets and liabilities of approximately $34.0 million. The adjustments for the
non-cash items of approximately $41.9 million are primarily comprised of
depreciation and amortization of approximately $70.6 million, a valuation
provision on real estate of approximately $6.5 million, equity in net loss of
joint ventures of approximately $.8 million and an extraordinary loss of
approximately $10.3 million from the early retirement of debt, partially offset
by the gain on sale of real estate of approximately $42.9 million and the effect
of the straight-lining of rental income of approximately $3.4 million.
Net cash used in investing activities of approximately $80.2 million
for the year ended December 31, 2001 was comprised primarily of the acquisition
of real estate, development of real estate, capital expenditures related to the
expansion and improvement of existing real estate, investments in and advances
to Other Real Estate Partnerships and contributions to one of the Operating
Partnership's industrial real estate joint ventures, partially offset by a
decrease in restricted cash due to the use of restricted cash to purchase
properties to effect Section 1031 exchanges, the net proceeds from the sale of
real estate, distributions from investment in Other Real Estate Partnerships,
distributions from two of the three of the Operating Partnership's industrial
real estate joint ventures and the repayment of mortgage loans receivable.
Net cash used in financing activities of approximately $69.4 million
for the year ended December 31, 2001 was comprised primarily of Unit and
preferred general partnership unit distributions, the repurchase of restricted
units, the purchase of general partner units, repayments on mortgage loans
payable, repayment of senior unsecured debt, debt issuance costs incurred in
conjunction with the issuance of senior unsecured debt and prepayment fees
incurred in the early retirement of two mortgage loans, partially offset by net
borrowings under the Consolidated Operating Partnership's unsecured line of
credit, Unit contributions, proceeds from the issuance of senior unsecured debt
and a book overdraft.
YEAR ENDED DECEMBER 31, 2000
Net cash provided by operating activities of approximately $151.9
million for the year ended December 31, 2000 was comprised primarily of net
income of approximately $129.8 million and adjustments for non-cash items of
approximately $36.8 million, offset by the net change in operating assets and
liabilities of approximately $14.7 million. The adjustments for the non-cash
items of approximately $36.8 million are primarily comprised of depreciation and
amortization of approximately $60.8 million and a valuation provision on real
estate of approximately $2.2 million, offset by the gain on sale of real estate
of approximately $25.4 million and the effect of the straight-lining of rental
income of approximately $.8 million.
Net cash used in investing activities of approximately $85.2 million
for the year ended December 31, 2000 was comprised primarily of the acquisition
of real estate, development of real estate, capital expenditures related to the
expansion and improvement of existing real estate, investments in and advances
to Other Real Estate Partnerships and an increase in restricted cash from sales
proceeds deposited with an intermediary for Section 1031 exchange purposes,
offset by the net proceeds from the sale of real estate, distributions from the
Operating Partnership's joint ventures and the repayment of mortgage loans
receivable.
Net cash used in financing activities of approximately $63.1 million
for the year ended December 31, 2000 was comprised primarily of Unit and
preferred general partnership unit distributions, the purchase of general
partnership units and restricted units, repayments on mortgage loans payable and
debt issuance costs incurred in conjunction with the Operating Partnership's
unsecured line of credit, offset by the net borrowings under the Operating
Partnership's unsecured line of credit and Unit contributions.
38
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges was 1.73, 1.94 and 2.03 for the
years ended December 31, 2002, 2001 and 2000, respectively. The decrease in
earnings to fixed charges between fiscal years 2002 and 2001 is primarily due to
a decrease in income from continuing operations in fiscal year 2002 due to a
decrease in rental income and tenant recoveries and other income and an increase
in depreciation and amortization expense for fiscal year 2002 as compared to
fiscal year 2001 as discussed in "Results of Operations" above, offset by a
valuation provision on real estate in fiscal year 2001 as discussed in "Results
of Operations" above. The decrease in earnings to fixed charges between fiscal
years 2001 and 2000 is primarily due to a decrease in income from continuing
operations in fiscal year 2001 due to a decrease in rental income and tenant
recoveries and other income, an increase in depreciation and amortization
expense and an increase in a valuation provision on real estate for fiscal year
2001 as compared to fiscal year 2000 as discussed in "Results of Operations"
above.
SEGMENT REPORTING
Management views the Consolidated Operating Partnership as a single
segment.
INVESTMENT IN REAL ESTATE, DEVELOPMENT OF REAL ESTATE AND SALE OF REAL ESTATE
During the year ended December 31, 2002, the Consolidated Operating
Partnership acquired 67 industrial properties comprising, in the aggregate,
approximately 4.2 million square feet of GLA and several land parcels for an
aggregate purchase price of approximately $181.6 million, excluding costs
incurred in conjunction with the acquisition of the properties. Twenty-nine of
the 67 industrial properties acquired, comprising approximately .8 million
square feet of GLA, were acquired from two of the Consolidated Operating
Partnership's joint ventures for an aggregate purchase price of approximately
$32.3 million. The Consolidated Operating Partnership also completed the
development of 17 industrial properties comprising approximately 3.2 million
square feet of GLA at a cost of approximately $116.8 million.
During the year ended December 31, 2002, the Consolidated Operating
Partnership sold 69 industrial properties comprising approximately 5.8 million
square feet of GLA that were not classified as held for sale at December 31,
2001, 12 properties comprising approximately .9 million square feet of GLA that
were classified as held for sale at December 31, 2001, 15 properties comprising
approximately 2.3 million square feet of GLA that were sold to one of the
Consolidated Operating Partnership's joint ventures and several land parcels.
Gross proceeds from these sales were approximately $386.1 million. In accordance
with FAS 144 (hereinafter defined), the results of operations and gain on sale
of real estate for the 69 of the 96 sold properties that were not identified as
held for sale at December 31, 2001, are included in discontinued operations.
The Consolidated Operating Partnership has committed to the
construction of 31 development projects totaling approximately 2.8 million
square feet of GLA for an estimated investment of approximately $155.9 million.
Of this amount, approximately $26.2 million remains to be funded. These
developments are expected to be funded with proceeds from the sale of select
properties, cash flow from operations and borrowings under the Consolidated
Operating Partnership's 2002 Unsecured Line of Credit. The Consolidated
Operating Partnership expects to place in service all of these development
projects during the next twelve months. There can be no assurance that the
Consolidated Operating Partnership will place these projects in service during
the next twelve months or that the actual completion cost will not exceed the
estimated completion cost stated above.
REAL ESTATE HELD FOR SALE
At December 31, 2002, the Consolidated Operating Partnership had four
industrial properties comprising approximately .3 million square feet of GLA
held for sale. Income from operations of the four industrial properties held for
sale for the years ended December 31, 2002, 2001 and 2000 is approximately $1.0
million, $1.1 million and $.9 million, respectively. Net carrying value of the
industrial properties held for sale at December 31, 2002 is approximately $7.0
million. In accordance with FAS 144 (hereinafter defined), the results of
operations of the four
39
industrial properties identified as held for sale during 2002, are included in
discontinued operations. There can be no assurance that such properties held for
sale will be sold.
INVESTMENTS IN JOINT VENTURES
During the year ended December 31, 2002, the Consolidated Operating
Partnership, through wholly-owned limited liability companies in which the
Operating Partnership is the sole member, recognized, in the aggregate,
approximately $1.9 million (net of the intercompany elimination) in acquisition,
asset management and property management fees from the Consolidated Operating
Partnership's three industrial real estate joint ventures. The Operating
Partnership, through wholly-owned limited liability companies in which it is the
sole member, invested approximately $8.2 million and received distributions of
approximately $2.7 million from the Consolidated Operating Partnership's three
industrial real estate joint ventures. As of December 31, 2002, the Consolidated
Operating Partnership's three industrial real estate joint ventures owned or had
economic interests in 77 industrial properties comprising approximately 7.2
million square feet of GLA.
MORTGAGE LOANS PAYABLE
On April 1, 2002, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of
approximately $5.8 million (the "Acquisition Mortgage Loan VIII"). The
Acquisition Mortgage Loan VIII is collateralized by one property in Rancho
Dominguez, California, bears interest at a fixed rate of 8.26% and provides for
monthly principal and interest payments based on a 22-year amortization
schedule. The Acquisition Mortgage Loan VIII matures on December 1, 2019. The
Acquisition Mortgage Loan VIII may be prepaid only after November 2004 in
exchange for the greater of a 1% prepayment fee or yield maintenance premium.
On April 1, 2002, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of
approximately $6.0 million (the "Acquisition Mortgage Loan IX"). The Acquisition
Mortgage Loan IX is collateralized by one property in Rancho Dominguez,
California, bears interest at a fixed rate of 8.26% and provides for monthly
principal and interest payments based on a 22-year amortization schedule. The
Acquisition Mortgage Loan IX matures on December 1, 2019. The Acquisition
Mortgage Loan IX may be prepaid only after November 2004 in exchange for the
greater of a 1% prepayment fee or yield maintenance premium.
On January 31, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, assumed a loan in the amount of approximately $.7
million (the "LB Loan II"). On June 14, 2002, the Consolidated Operating
Partnership, through the Operating Partnership, paid off and retired the LB Loan
II with no prepayment fee.
On August 31, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the amount of approximately
$1.0 million (the "Acquisition Mortgage Loan VI"). On July 2, 2002, the
Consolidated Operating Partnership, through the Operating Partnership, paid off
and retired the Acquisition Mortgage Loan VI with no prepayment fee.
On March 20, 1996, the Consolidated Operating Partnership, through the
Operating Partnership and the Indianapolis Partnership, entered into a $36.8
million mortgage loan (the "CIGNA Loan"). On October 1, 2002, the Consolidated
Operating Partnership, through the Operating Partnership, paid off and retired
the CIGNA Loan with no prepayment fee.
On December 23, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, assumed a mortgage loan in the amount of
approximately $3.6 million (the "Acquisition Mortgage Loan III"). On December 4,
2002, the Consolidated Operating Partnership, through the Operating Partnership,
paid off and retired the Acquisition Mortgage Loan III with no prepayment fee.
40
SENIOR UNSECURED DEBT
On April 15, 2002, the Operating Partnership issued $200 million of
senior unsecured debt which matures on April 15, 2012 and bears a coupon
interest rate of 6.875% (the "2012 Notes"). The issue price of the 2012 Notes
was 99.310%. Interest is paid semi-annually in arrears on April 15 and October
15. The Operating Partnership also entered into interest rate protection
agreements which were used to fix the interest rate on the 2012 Notes prior to
issuance. The Operating Partnership settled the interest rate protection
agreements for approximately $1.8 million of proceeds, which is included in
other comprehensive income. The debt issue discount and the settlement amount of
the interest rate protection agreements are being amortized over the life of the
2012 Notes as an adjustment to interest expense. The 2012 Notes contain certain
covenants, including limitations on incurrence of debt and debt service
coverage.
On April 15, 2002, the Operating Partnership issued $50 million of
senior unsecured debt which matures on April 15, 2032 and bears a coupon
interest rate of 7.75% (the "2032 Notes"). The issue price of the 2032 Notes was
98.660%. Interest is paid semi-annually in arrears on April 15 and October 15.
The debt issue discount is being amortized over the life of the 2032 Notes as an
adjustment to interest expense. The 2032 Notes contain certain covenants,
including limitations on incurrence of debt and debt service coverage.
On May 13, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, issued $100 million of senior unsecured debt which
matures on May 15, 2027 and bears a coupon interest rate of 7.15% (the" 2027
Notes"). The issue price of the 2027 Notes was 99.854%. The 2027 Notes were
redeemable, at the option of the holders thereof, on May 15, 2002. The Operating
Partnership received redemption notices from holders representing approximately
$84.9 million of the 2027 Notes outstanding. On May 15, 2002, the Consolidated
Operating Partnership, through the Operating Partnership, paid off and retired
approximately $84.9 million of the 2027 Notes. Due to the partial pay off of the
2027 Notes, the Consolidated Operating Partnership has recorded an extraordinary
loss of approximately $.9 million comprised of the amount paid above the
carrying amount of the 2027 Notes, the write-off of the pro rata unamortized
deferred financing costs and legal costs.
UNSECURED LINE OF CREDIT
On September 27, 2002, the Consolidated Operating Partnership, through
the Operating Partnership, amended and restated its $300 million unsecured line
of credit (the "2002 Unsecured Line of Credit", formerly, the "2000 Unsecured
Line of Credit "). The 2002 Unsecured Line of Credit matures on September 30,
2005 and bears interest at a floating rate of LIBOR plus .70%, or the Prime
Rate, at the Consolidated Operating Partnership's election. The net unamortized
deferred financing costs related to the 2000 Unsecured Line of Credit and any
additional deferred financing costs incurred amending the 2002 Unsecured Line of
Credit are being amortized over the life of the 2002 Unsecured Line of Credit in
accordance with Emerging Issues Task Force Issue 98-14, "Debtor's Accounting for
Changes in Line-of-Credit or Revolving-Debt Arrangements".
INTEREST RATE SWAP AGREEMENTS
In January 2002 and August 2002, the Consolidated Operating
Partnership, through the Operating Partnership, entered into two interest rate
swap agreements (the "Interest Rate Swap Agreements") which fixed the interest
rate on a portion of the Company's 2002 Unsecured Line of Credit. The
Consolidated Operating Partnership designated the Interest Rate Swap Agreements
as cash flow hedges. The January 2002 interest rate swap agreement has a
notional value of $25 million, is effective from February 4, 2002 through
February 4, 2003 and fixed the LIBOR rate at 2.4975%. The August 2002 interest
rate swap agreement has a notional value of $25 million, is effective from
September 5, 2002 through September 5, 2003 and fixed the LIBOR rate at 1.884%.
Any payments or receipts from the Interest Rate Swap Agreements will be treated
as a component of interest expense. The Consolidated Operating Partnership
anticipates that the Interest Rate Swap Agreements will be highly effective,
and, as a result, the change in value will be shown in other comprehensive
income.
GENERAL PARTNER PREFERRED UNITS
On May 14, 1997 the Company issued 4,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 8 3/4%, $.01 par value, Series
B Cumulative Preferred Stock (the "Series B Preferred Stock"), at an initial
offering price of $25.00 per Depositary Share. The net proceeds of approximately
$96.3 million received from the
41
Series B Preferred Stock were contributed to the Operating Partnership in
exchange for 8 3/4% Series B Cumulative Preferred Units (the "Series B Preferred
Units"). On or after May 14, 2002, the Series B Preferred Stock became
redeemable for cash at the option of the Company, in whole or in part, at a
redemption price equivalent to $25.00 per Depositary Share, or $100 million in
the aggregate, plus dividends accrued and unpaid to the redemption date. On
April 12, 2002, the Company called for the redemption of all of its outstanding
Series B Preferred Stock at the price of $25.00 per share, plus accrued and
unpaid dividends. The Company redeemed the Series B Preferred Stock on May 14,
2002 and paid a prorated second quarter dividend of $.26736 per Depositary
Share, totaling approximately $1.1 million. The Series B Cumulative Preferred
Units were redeemed on May 14, 2002 as well.
MARKET RISK
The following discussion about the Consolidated Operating Partnership's
risk-management activities includes "forward-looking statements" that involve
risk and uncertainties. Actual results could differ materially from those
projected in the forward-looking statements.
This analysis presents the hypothetical gain or loss in earnings, cash
flows or fair value of the financial instruments and derivative instruments
which are held by the Consolidated Operating Partnership at December 31, 2002
that are sensitive to changes in the interest rates. While this analysis may
have some use as a benchmark, it should not be viewed as a forecast.
In the normal course of business, the Consolidated Operating
Partnership also faces risks that are either non-financial or non-quantifiable.
Such risks principally include credit risk and legal risk and are not
represented in the following analysis.
At December 31, 2002, $1,306.8 million (approximately 93.2% of total
debt at December 31, 2002) of the Consolidated Operating Partnership's debt was
fixed rate debt (included in the fixed rate debt is $75.0 million of borrowings
under the Consolidated Operating Partnership's 2002 Unsecured Line of Credit
which the Consolidated Operating Partnership fixed the interest rate via
interest rate swap agreements) and $95.3 million (approximately 6.8% of total
debt at December 31, 2002) of the Consolidated Operating Partnership's debt was
variable rate debt. The Consolidated Operating Partnership also had outstanding
a written put option (the "Written Option") which was issued in conjunction with
the initial offering of one tranche of senior unsecured debt. Currently, the
Consolidated Operating Partnership does not enter into financial instruments for
trading or other speculative purposes.
For fixed rate debt, changes in interest rates generally affect the
fair value of the debt, but not earnings or cash flows of the Consolidated
Operating Partnership. Conversely, for variable rate debt, changes in the
interest rate generally do not impact the fair value of the debt, but would
affect the Consolidated Operating Partnership's future earnings and cash flows.
The interest rate risk and changes in fair market value of fixed rate debt
generally do not have a significant impact on the Consolidated Operating
Partnership until the Consolidated Operating Partnership is required to
refinance such debt. See Note 6 to the consolidated financial statements for a
discussion of the maturity dates of the Consolidated Operating Partnership's
various fixed rate debt.
Based upon the amount of variable rate debt outstanding at December 31,
2002, a 10% increase or decrease in the interest rate on the Consolidated
Operating Partnership's variable rate debt would decrease or increase,
respectively, future net income and cash flows by approximately $.3 million per
year. A 10% increase in interest rates would decrease the fair value of the
fixed rate debt at December 31, 2002 by approximately $51.9 million, to $1,372.7
million. A 10% decrease in interest rates would increase the fair value of the
fixed rate debt at December 31, 2002 by approximately $56.5 million, to $1,481.1
million. A 10% increase in interest rates would decrease the fair value of the
Written Option at December 31, 2002 by approximately $2.6 million, to $13.9
million. A 10% decrease in interest rates would increase the fair value of the
Written Option at December 31, 2002 by approximately $2.8 million, to $19.3
million.
ISSUANCE OF UNITS AND EMPLOYEE STOCK OPTIONS
During the year ended December 31, 2002, the Company awarded 90,260
shares of restricted common stock to certain employees and 3,720 shares of
restricted common stock to certain Directors. The Consolidated Operating
Partnership, through the Operating Partnership, issued Units to the Company in
the same amount. These shares of
42
restricted common stock had a fair value of approximately $3.2 million on the
date of grant. The restricted common stock vests over periods from one to ten
years. Compensation expense will be charged to earnings over the respective
vesting periods.
During the year ended December 31, 2002, the Company issued 945,600
non-qualified employee stock options to certain officers, Directors and
employees of the Company. These non-qualified employee stock options vest over
periods from one to three years, have a strike price of $30.53-$33.15 per share
and expire ten years from the date of grant.
For the year ended December 31, 2002, certain employees of the Company
exercised 561,418 non-qualified employee stock options. Gross proceeds to the
Company were approximately $15.9 million. The Consolidated Operating
Partnership, through the Operating Partnership, issued 561,418 Units to the
Company.
DISTRIBUTIONS
On April 1, 2002, the Operating Partnership paid first quarter 2002
distributions of $54.688 per unit on its 8 3/4% Series B Cumulative Preferred
Units (the "Series B Preferred Units"), $53.906 per Unit on its 8 5/8% Series C
Cumulative Preferred Units (the "Series C Preferred Units"), $49.687 per unit on
its 7.95% Series D Cumulative Preferred Units (the "Series D Preferred Units")
and $49.375 per unit on its 7.90% Series E Cumulative Preferred Units (the
"Series E Preferred Units"). The preferred unit distributions paid on April 1,
2002, totaled, in the aggregate, approximately $7.2 million. On May 14, 2002,
the Operating Partnership paid a prorated second quarter distribution of $26.736
per unit, totaling approximately $1.1 million on its Series B Preferred Units.
On July 1, 2002, September 30, 2002 and December 31, 2002, the Operating
Partnership paid second, third and fourth quarter distributions of $53.906 per
unit on its Series C Preferred Units, $49.687 per unit on its Series D Preferred
Units and $49.375 per unit on its Series E Preferred Units. The preferred unit
distributions paid on July 1, 2002, September 30, 2002 and December 31, 2002
each totaled, in the aggregate, approximately $5.0 million per fiscal quarter.
On January 22, 2002, the Operating Partnership paid a fourth quarter
2001 distribution of $.6800 per Unit, totaling approximately $31.2 million. On
April 22, 2002, the Operating Partnership paid a first quarter 2002 distribution
of $.6800 per Unit, totaling approximately $31.5 million. On July 22, 2002, the
Operating Partnership paid a second quarter 2002 distribution of $.6800 per
Unit, totaling approximately $31.6 million. On October 21, 2002, the Operating
Partnership paid a third quarter 2002 distribution of $.6800 per Unit, totaling
approximately $31.6 million.
REPURCHASE OF UNITS
During the year ended December 31, 2002, the Company repurchased
1,091,500 shares of its common stock at a weighted average price of
approximately $27.02 per share. The Operating Partnership repurchased general
partnership units from the Company in the same amount.
SUBSEQUENT EVENTS
On January 27, 2003, the Operating Partnership paid a fourth quarter
2002 distribution of $.6850 per Unit, totaling approximately $31.1 million.
On March 5, 2003, the Operating Partnership declared a first quarter
2003 distribution of $.6850 per Unit which is payable on April 21, 2003. The
Operating Partnership also declared first quarter 2003 distributions of $53.906
per unit, $49.687 per unit and $49.375 per unit on its Series C Preferred Units,
Series D Preferred Units and Series E Preferred Units, respectively, totaling,
in the aggregate, approximately $5.0 million, which is payable on March 31,
2003.
From January 1, 2003 to March 7, 2003, the Company awarded 1,073 shares
of restricted common stock to certain Directors. These shares of restricted
common stock had a fair value of approximately $.03 million on the date of
grant. The Consolidated Operating Partnership, through the Operating
Partnership, issued Units to the Company in the same amount. The restricted
common stock vests over ten years. Compensation expense will be charged to
earnings in the Operating Partnership's consolidated statements of operations
over the respective vesting period.
43
From January 1, 2003 to March 7, 2003, the Consolidated Operating
Partnership acquired or completed development of two industrial properties for a
total estimated investment of approximately $26.7 million. The Consolidated
Operating Partnership also sold five industrial properties and one land parcel
for approximately $11.8 million of gross proceeds during this period.
From January 1, 2003 to March 7, 2003, the Company repurchased 37,300
shares of its common stock at a weighted average price of approximately $26.73
per share. The Operating Partnership repurchased general partnership units from
the Company in the same amount.
SHORT-TERM AND LONG-TERM LIQUIDITY NEEDS
The Consolidated Operating Partnership has considered its short-term
(one year or less) liquidity needs and the adequacy of its estimated cash flow
from operations and other expected liquidity sources to meet these needs. The
Consolidated Operating Partnership believes that its principal short-term
liquidity needs are to fund normal recurring expenses, debt service requirements
and the minimum distribution required by the Company to maintain the Company's
REIT qualification under the Internal Revenue Code. The Consolidated Operating
Partnership anticipates that these needs will be met with cash flows provided by
operating activities.
The Consolidated Operating Partnership expects to meet long-term
(greater than one year) liquidity requirements such as property acquisitions,
developments, scheduled debt maturities, major renovations, expansions and other
nonrecurring capital improvements through the disposition of select assets,
long-term unsecured indebtedness and the issuance of additional Units and
preferred units. As of December 31, 2002 and March 7, 2003, $250.0 million of
debt securities was registered and unissued under the Securities Act of 1933, as
amended. The Consolidated Operating Partnership may also finance the development
or acquisition of additional properties through borrowings under the 2002
Unsecured Line of Credit. At December 31, 2002, borrowings under the 2002
Unsecured Line of Credit bore interest at a weighted average interest rate of
2.88%. As of March 7, 2003, the Consolidated Operating Partnership, through the
Operating Partnership, had approximately $91.7 million available in additional
borrowings under the 2002 Unsecured Line of Credit. The 2002 Unsecured Line of
Credit bears interest at a floating rate of LIBOR plus .70% or the Prime Rate,
at the Company's election.
RELATED PARTY TRANSACTIONS
The Consolidated Operating Partnership periodically engages in
transactions for which CB Richard Ellis, Inc. acts as a broker. A relative of
Michael W. Brennan, the President and Chief Executive Officer and a director of
the Company, is an employee of CB Richard Ellis, Inc. For the year ended
December 31, 2002, this relative received approximately $.05 million in
brokerage commissions paid by the Consolidated Operating Partnership.
ENVIRONMENTAL
The Consolidated Operating Partnership incurred environmental costs of
approximately $.1 million and approximately $.4 million in 2002 and 2001,
respectively. The Consolidated Operating Partnership estimates 2003 costs of
approximately $.5 million. The Consolidated Operating Partnership estimates that
the aggregate cost which needs to be expended in 2003 and beyond with regard to
currently identified environmental issues will not exceed approximately $.5
million, a substantial amount of which will be the primary responsibility of the
tenant, the seller to the Consolidated Operating Partnership or another
responsible party. This estimate was determined by a third party evaluation.
INFLATION
For the last several years, inflation has not had a significant impact
on the Consolidated Operating Partnership because of the relatively low
inflation rates in the Consolidated Operating Partnership's markets of
operation. Most of the Consolidated Operating Partnership's leases require the
tenants to pay their share of operating expenses, including common area
maintenance, real estate taxes and insurance, thereby reducing the Consolidated
Operating Partnership's exposure to increases in costs and operating expenses
resulting from inflation. In addition, many of the outstanding leases expire
within six years which may enable the Consolidated Operating Partnership to
44
replace existing leases with new leases at higher base rentals if rents of
existing leases are below the then-existing market rate.
OTHER
In January 2002, the Consolidated Operating Partnership adopted the
Financial Accounting Standards Board's ("FASB") Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long
Lived Assets" ("FAS 144"). FAS 144 addresses financial accounting and reporting
for the disposal of long lived assets. FAS 144 requires that the results of
operations and gains or losses on the sale of property sold subsequent to
December 31, 2001 that were not classified as held for sale at December 31, 2001
as well as the results of operations from properties that were classified as
held for sale subsequent to December 31, 2001 be presented in discontinued
operations if both of the following criteria are met: (a) the operations and
cash flows of the property have been (or will be) eliminated from the ongoing
operations of the Consolidated Operating Partnership as a result of the disposal
transaction and (b) the Consolidated Operating Partnership will not have any
significant continuing involvement in the operations of the property after the
disposal transaction. FAS 144 also requires prior period results of operations
for these properties to be restated and presented in discontinued operations in
prior consolidated statements of operations.
In April 2002, the FASB issued Financial Accounting Standards No. 145,
"Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13, and Technical Corrections" ("FAS 145"). FAS 145 rescinds both Statement
of Financial Accounting Standards No. 4, "Reporting Gains and Losses from
Extinguishment of Debt" ("FAS 4"), and the amendment to FAS 4, Statement of
Financial Accounting Standards No. 64, "Extinguishment of Debt Made to Satisfy
Sinking-Fund Requirements". FAS 145 eliminates the requirement that gains and
losses from the extinguishment of debt be aggregated and, if material,
classified as an extraordinary item, net of the related income tax effect,
unless the criteria in Accounting Principles Board Opinion No. 30, "Reporting
the Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" are met. FAS 145 is effective for transactions occurring
subsequent to May 15, 2002. The Consolidated Operating Partnership believes that
FAS 145 will not have an impact on its consolidated financial position,
liquidity and results of operations.
In June 2002, the FASB issued Financial Accounting Standards No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities" ("FAS 146").
FAS 146 requires that a liability for a cost associated with an exit or disposal
activity be recognized and measured initially at its fair value in the period in
which the liability is incurred. FAS 146 applies to costs associated with an
exit or disposal activity including, but not limited to, costs to terminate a
contract that is not a capital lease, costs to consolidate facilities or
relocate employees and certain one-time termination benefits provided to current
employees that are involuntarily terminated. FAS 146 is effective for exit or
disposal activities initiated after December 31, 2002. The Consolidated
Operating Partnership does not expect FAS 146 to have a material effect on its
consolidated financial position, liquidity, or results of operations.
In November 2002, the FASB issued Financial Accounting Standards
Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45").
FIN 45 addresses disclosures to be made by a guarantor in its interim and annual
financial statements about its obligations under guarantees. FIN 45 clarifies
that a guarantor is required to recognize, at the inception of the guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. In addition, FIN 45 requires footnote disclosure of certain other
information pertaining to guarantees. FIN 45 generally applies to contracts or
indemnification agreements that contingently require the guarantor to make
payments to the guaranteed party based on changes in an underlying variable that
is related to an asset, liability, or an equity security of the guaranteed
party, contracts that contingently require the guarantor to make payments to the
guaranteed party based on another entity's failure to perform under an
obligation agreement, and, in some cases, indirect guarantees of the
indebtedness of others. The disclosure requirements of FIN 45 are effective for
financial statements of interim or annual periods ending after December 15,
2002. The initial recognition and initial measurement provisions are applicable
on a prospective basis to guarantees issued or modified after December 31, 2002.
The Consolidated Operating Partnership has adopted the disclosure requirements
of FIN 45 as of December 15, 2002 and does not
45
expect the recognition requirements, which are to be applied on a prospective
basis to guarantees issued or modified after December 31, 2002, to have a
material impact on the Consolidated Operating Partnership's financial position,
liquidity, or results of operations.
In December 2002, the FASB issued Financial Accounting Standards No.
148, "Accounting for Stock-Based Compensation-Transition and Disclosure" ("FAS
148"). FAS 148 amends Financial Accounting Standards No. 123, "Accounting for
Stock Based Compensation" ("FAS 123"). FAS 148 provides alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, FAS 148 amends the
disclosure requirements of FAS 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. FAS 148 is effective for financial statements for fiscal years ending
after December 15, 2002. The Consolidated Operating Partnership is adopting FAS
123, as amended by FAS 148, beginning January 1, 2003 using the Prospective
Method of transition as described in FAS 148. The Consolidated Operating
Partnership does not expect FAS 148 to have a material effect on its
consolidated financial position, liquidity, or results of operations.
In January 2003, the FASB issued Financial Accounting Standards
Interpretation No. 46, "Consolidation of Variable Interest Entities- an
interpretation of ARB No. 51" ("FIN 46"). FIN 46 addresses consolidation by
business enterprises of special purpose entities ("SPEs") to which the usual
condition for consolidation described in Accounting Research Bulletin No. 51
does not apply because the SPEs have no voting interests or otherwise are not
subject to control through ownership of voting interests. For Variable Interest
Entities created before February 1, 2003, the provisions of FIN 46 are effective
no later than the beginning of the first interim or annual reporting period that
starts after June 15, 2003. For Variable Interest Entities created after January
31, 2003, the provisions of FIN 46 are effective immediately. The Consolidated
Operating Partnership is currently assessing the impact of FIN 46 on its
consolidated financial position, liquidity, and results of operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Response to this item is included in Item 7. "Management's Discussion
and Analysis of Financial Condition and Results of Operations" above.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements and Financial Statement Schedule on
page F-1 of this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
46
PART III
ITEM 10, 11, 12, 13. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT,
EXECUTIVE COMPENSATION, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Operating Partnership has no directors or executive officers;
instead it is managed by its sole general partner, the Company. The
information with respect to the sole general partner of the Operating
Partnership required by Item 10, Item 11, Item 12 and Item 13 is
incorporated herein by reference to the Company's definitive proxy
statement in connection with its 2003 Annual Meeting of Stockholders
(which will be filed no later than 120 days after the end of the
Company's fiscal year end). Information contained in the parts of such
proxy statement captioned "Stock Performance Graph", "Report of the
Compensation Committee", "Report of the Audit Committee" and in
statements with respect to the independence of the Audit Committee, and
the Audit Committee Charter attached to such proxy statement, are
specifically not incorporated herein by reference.
ITEM 14. CONTROLS AND PROCEDURES
The Company's principal executive officer and principal financial
officer, after evaluating the effectiveness of the Company's disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14(c) and
15d-14(c)) as of a date within 90 days before the filing date of this
report, have concluded that as of such date the Company's disclosure
controls and procedures were effective.
There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in the
Company's internal controls or in other factors that could
significantly affect these controls subsequent to the date of the
evaluation referenced in the paragraph above.
47
PART IV
Item 15. Exhibits, Financial Statements, Financial Statement Schedule and
Reports on Form 8-K
(a) Financial Statements, Financial Statement Schedule and Exhibits
(1 & 2) See Index to Financial Statements and Financial
Statement Schedule on page F-1 of this Form 10-K
(3) Exhibits:
Exhibit No. Description
3.1 Sixth Amended and Restated Limited Partnership Agreement of
First Industrial, L.P. dated March 18, 1998 (the "L.P.
Agreement")(incorporated by reference to Exhibit 10.1 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, File No. 1-13102)
3.2 First Amendment to the L.P. Agreement dated April 1, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1998, File
No. 1-13102)
3.3 Second Amendment to the L.P. Agreement dated April 3, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1998, File
No. 1-13102)
3.4 Third Amendment to the L.P. Agreement dated April 16, 1998
(incorporated by reference to Exhibit 10.4 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1998, File
No. 1-13102)
3.5 Fourth Amendment to the L.P. Agreement dated June 24, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended June 30, 1998, File
No. 1-13102)
3.6 Fifth Amendment to the L.P. Agreement dated July 16, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of
the Company for the fiscal quarter ended June 30, 1998, File
No. 1-13102)
3.7 Sixth Amendment to the L.P. Agreement dated August 31, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998,
File No. 1-13102)
3.8 Seventh Amendment to the L.P. Agreement dated October 21, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998,
File No. 1-13102)
3.9 Eighth Amendment to the L.P. Agreement dated October 30, 1998
(incorporated by reference to Exhibit 10.4 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998,
File No. 1-13102)
3.10 Ninth Amendment to the L.P. Agreement dated November 5, 1998
(incorporated by reference to Exhibit 10.5 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998,
File No. 1-13102)
3.11 Tenth Amendment to the L.P. Agreement dated January 28, 2000
(incorporated by reference to Exhibit 10.11 of the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1999, File No. 1-13102)
3.12 Eleventh Amendment to the L.P. Agreement dated January 28,
2000 (incorporated by reference to Exhibit 10.12 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, File No. 1-13102)
3.13 Twelfth Amendment to the L.P. Agreement dated June 27, 2000
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended June 30, 2000, File
No. 1-13102)
3.14 Thirteenth Amendment to the L.P. Agreement dated September 1,
2000 (incorporated by reference to Exhibit 10.1 of the Form
10-Q of the Company for the fiscal quarter ended September 30,
2000, File No. 1-13102)
3.15 Fourteenth Amendment to the L.P. Agreement dated October 13,
2000 (incorporated by reference to Exhibit 10.2 of the Form
10-Q of the Company for the fiscal quarter ended September 30,
2000, File No. 1-13102)
48
Exhibit No. Description
3.16 Fifteenth Amendment to the L.P. Agreement dated October 13,
2000 (incorporated by reference to Exhibit 10.3 of the Form
10-Q of the Company for the fiscal quarter ended September 30,
2000, File No. 1-13102)
3.17 Sixteenth Amendment to the L.P. Agreement dated October 27,
2000 (incorporated by reference to Exhibit 10.4 of the Form
10-Q of the Company for the fiscal quarter ended September 30,
2000, File No. 1-13102)
3.18 Seventeenth Amendment to the L.P. Agreement dated January 25,
2001(incorporated by reference to Exhibit 10.18 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, File No. 1-13102)
3.19 Eighteenth Amendment to the L.P. Agreement dated February 13,
2001(incorporated by reference to Exhibit 10.19 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, File No. 1-13102)
3.20 Nineteenth Amendment, dated as of June 26, 2002, to Sixth
Amended and Restated Limited Partnership Agreement of First
Industrial, L.P. dated March 18, 1998 (incorporated by
reference to Exhibit 10.1 of the Form 10-Q of the Company for
the fiscal quarter ended June 30, 2002, File No 1-13102)
4.1 Indenture, dated as of May 13, 1997, between First Industrial,
L.P. and First Trust National Association, as Trustee
(incorporated by reference to Exhibit 4.1 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1997, as
amended by Form 10-Q/A No. 1 of the Company filed May 30,
1997, File No. 1-13102)
4.2 Supplemental Indenture No. 1, dated as of May 13, 1997,
between First Industrial, L.P. and First Trust National
Association as Trustee relating to $150 million of 7.60% Notes
due 2007 and $100 million of 7.15% Notes due 2027
(incorporated by reference to Exhibit 4.2 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1997, as
amended by Form 10-Q/A No. 1 of the Company filed May 30,
1997, File No. 1-13102)
4.3 Supplemental Indenture No. 2, dated as of May 22, 1997,
between First Industrial, L.P. and First Trust National
Association as Trustee relating to $100 million of 7 3/8%
Notes due 2011 (incorporated by reference to Exhibit 4.4 of
the Form 10-QT of the Operating Partnership for the fiscal
quarter ended March 31, 1997, File No. 333-21873)
4.4 Supplemental Indenture No. 3 dated October 28, 1997 between
First Industrial, L.P. and First Trust National Association
providing for the issuance of Medium-Term Notes due Nine
Months or more from Date of Issue (incorporated by reference
to Exhibit 4.1 of Form 8-K of the Operating Partnership, dated
November 3, 1997, as filed November 3, 1997, File No.
333-21873)
4.5 6.90% Medium-Term Note due 2005 in principal amount of $50
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.17 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, File
No. 1-13102)
4.6 7.00% Medium-Term Note due 2006 in principal amount of $150
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.18 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, File
No. 1-13102)
4.7 7.50% Medium-Term Note due 2017 in principal amount of $100
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.19 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, File
No. 1-13102)
4.8 Trust Agreement, dated as of May 16, 1997, between First
Industrial, L.P. and First Bank National Association, as
Trustee (incorporated by reference to Exhibit 4.5 of the Form
10-QT of the Operating Partnership for the fiscal quarter
ended March 31, 1997, File No. 333-21873)
49
Exhibit No. Description
4.9 Second Amended and Restated Unsecured Revolving Credit
Agreement, dated as of September 27, 2002, among First
Industrial L.P., First Industrial Realty Trust, Inc., Bank
One, NA and certain other banks (incorporated by reference to
Exhibit 10.1 of the Form 10-Q of the Company for the fiscal
quarter ended September 30, 2002, File No. 1-13102)
4.10 7.60% Notes due 2028 in principal amount of $200 million
issued by First Industrial, L.P. (incorporated by reference to
Exhibit 4.2 of the Form 8-K of the Operating Partnership dated
July 15, 1998, File No. 333-21873)
4.11 Supplemental Indenture No.5, dated as of July 14, 1998,
between First Industrial, L.P. and the U.S. Bank Trust
National Association, relating to First Industrial, L.P.'s
7.60% Notes due July 15, 2028 (incorporated by reference to
Exhibit 4.1 of the Form 8-K of the Operating Partnership dated
July 15, 1998, File No. 333-21873)
4.12 7.375% Note due 2011 in principal amount of $200 million
issued by First Industrial, L.P. (incorporated by reference to
Exhibit 4.15 of the Operating Partnership's Annual Report on
Form 10-K for the year ended December 31, 2000, File No.
333-21873)
4.13 Supplemental Indenture No.6, dated as of March 19, 2001,
between First Industrial, L.P. and the U.S. Bank Trust
National Association, relating to First Industrial, L.P.'s
7.375% Notes due March 15, 2011(incorporated by reference to
Exhibit 4.16 of the Operating Partnership's Annual Report on
Form 10-K for the year ended December 31, 2000, File No.
333-21873)
4.14 Registration Rights Agreement, dated as of March 19, 2001,
among First Industrial, L.P. and Credit Suisse First Boston
Corporation, Chase Securities, Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Salomon Smith Barney, Inc., Banc
of America Securities LLC, Banc One Capital Markets, Inc. and
UBS Warburg LLC (incorporated by reference to Exhibit 4.17 of
the Operating Partnership's Annual Report on Form 10-K for the
year ended December 31, 2000, File No. 333-21873)
4.15 Supplemental Indenture No. 7 dated as of April 15, 2002,
between First Industrial, L.P. and the U.S. Bank National
Association, relating to First Industrial, L.P.'s 6.875% Notes
due 2012 and 7.75% Notes due 2032 (incorporated by reference
to Exhibit 4.1 of the Operating Partnership's Form 8-K, dated
April 4, 2002, File No. 333-21873)
4.16 Form of 6.875% Notes due in 2012 in the principal amount of
$200 million issued by First Industrial, L.P. and 7.75% Notes
due in 2032 in the principal amount of $50 million issued by
First Industrial L.P. (incorporated by reference to Exhibit
4.2 of the Operating Partnership's Form 8-K of First
Industrial, L.P. dated April 4, 2002, File No. 333-21873)
4.17 Form of 7.75% Notes due 2032 in the principal amount of $50
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.3 of the Operating Partnership's Form
8-K, dated April 4, 2002, File No. 333-21873)
12.1* Computation of ratios of earnings to fixed charges of First
Industrial, L.P.
21.1 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21.1 of the Company's Annual Report on Form 10-K for
the year ended December 31, 2002, File No. 1-13102)
23* Consent of PricewaterhouseCoopers LLP
99.1* Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
* Filed herewith.
(a) Reports on Form 8-K
None.
50
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIRST INDUSTRIAL, L.P.
By: FIRST INDUSTRIAL REALTY TRUST, INC.
as general partner
Date: March 7, 2003 By: /s/ Michael W. Brennan
-----------------------------
Michael W. Brennan
President, Chief Executive Officer
and Director
(Principal Executive Officer)
Date: March 7, 2003 By: /s/ Michael J. Havala
-----------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial Officer)
Date: March 7, 2003 By: /s/ Scott A. Musil
-----------------------------
Scott A. Musil
Senior Vice President, Controller,
Treasurer and Assistant Secretary
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Jay H. Shidler Chairman of the Board of Directors March 7, 2003
- ------------------------
Jay H. Shidler
/s/ Michael W. Brennan President, Chief Executive Officer March 7, 2003
- ------------------------ and Director
Michael W. Brennan
/s/ Michael G. Damone Director of Strategic Planning March 7, 2003
- ------------------------ and Director
Michael G. Damone
________________________ Director
John L. Lesher
/s/ Kevin W. Lynch Director March 7, 2003
- ------------------------
Kevin W. Lynch
/s/ John E. Rau Director March 7, 2003
- ------------------------
John E. Rau
/s/ Robert J. Slater Director March 7, 2003
- ------------------------
Robert J. Slater
/s/ W. Edwin Tyler Director March 7, 2003
- ------------------------
W. Edwin Tyler
/s/ J. Steven Wilson Director March 7, 2003
- ------------------------
J. Steven Wilson
51
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
OF FIRST INDUSTRIAL REALTY TRUST, INC.,
FIRST INDUSTRIAL, L.P.'s GENERAL PARTNER,
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Michael W. Brennan, certify that:
1. I have reviewed this annual report on Form 10-K of First Industrial, L.P.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 19, 2002
/s/ Michael W. Brennan
-------------------------------------
Michael W. Brennan
President and Chief Executive Officer
First Industrial Realty Trust, Inc.
52
CERTIFICATION OF CHIEF FINANCIAL OFFICER
OF FIRST INDUSTRIAL REALTY TRUST, INC.,
FIRST INDUSTRIAL, L.P.'s GENERAL PARTNER,
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Michael J. Havala, certify that:
1. I have reviewed this annual report on Form 10-K of First Industrial, L.P.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 19, 2002
/s/ Michael J. Havala
-------------------------------------
Michael J. Havala
Chief Financial Officer
First Industrial Realty Trust, Inc.
53
EXHIBIT INDEX
Exhibit No. Description
3.1 Sixth Amended and Restated Limited Partnership Agreement of
First Industrial, L.P. dated March 18, 1998 (the "L.P.
Agreement")(incorporated by reference to Exhibit 10.1 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, File No. 1-13102)
3.2 First Amendment to the L.P. Agreement dated April 1, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1998, File
No. 1-13102)
3.3 Second Amendment to the L.P. Agreement dated April 3, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1998, File
No. 1-13102)
3.4 Third Amendment to the L.P. Agreement dated April 16, 1998
(incorporated by reference to Exhibit 10.4 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1998, File
No. 1-13102)
3.5 Fourth Amendment to the L.P. Agreement dated June 24, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended June 30, 1998, File
No. 1-13102)
3.6 Fifth Amendment to the L.P. Agreement dated July 16, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of
the Company for the fiscal quarter ended June 30, 1998, File
No. 1-13102)
3.7 Sixth Amendment to the L.P. Agreement dated August 31, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998,
File No. 1-13102)
3.8 Seventh Amendment to the L.P. Agreement dated October 21, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998,
File No. 1-13102)
3.9 Eighth Amendment to the L.P. Agreement dated October 30, 1998
(incorporated by reference to Exhibit 10.4 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998,
File No. 1-13102)
3.10 Ninth Amendment to the L.P. Agreement dated November 5, 1998
(incorporated by reference to Exhibit 10.5 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998,
File No. 1-13102)
3.11 Tenth Amendment to the L.P. Agreement dated January 28, 2000
(incorporated by reference to Exhibit 10.11 of the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1999, File No. 1-13102)
3.12 Eleventh Amendment to the L.P. Agreement dated January 28,
2000 (incorporated by reference to Exhibit 10.12 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, File No. 1-13102)
3.13 Twelfth Amendment to the L.P. Agreement dated June 27, 2000
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended June 30, 2000, File
No. 1-13102)
3.14 Thirteenth Amendment to the L.P. Agreement dated September 1,
2000 (incorporated by reference to Exhibit 10.1 of the Form
10-Q of the Company for the fiscal quarter ended September 30,
2000, File No. 1-13102)
3.15 Fourteenth Amendment to the L.P. Agreement dated October 13,
2000 (incorporated by reference to Exhibit 10.2 of the Form
10-Q of the Company for the fiscal quarter ended September 30,
2000, File No. 1-13102)
54
Exhibit No. Description
3.16 Fifteenth Amendment to the L.P. Agreement dated October 13,
2000 (incorporated by reference to Exhibit 10.3 of the Form
10-Q of the Company for the fiscal quarter ended September 30,
2000, File No. 1-13102)
3.17 Sixteenth Amendment to the L.P. Agreement dated October 27,
2000 (incorporated by reference to Exhibit 10.4 of the Form
10-Q of the Company for the fiscal quarter ended September 30,
2000, File No. 1-13102)
3.18 Seventeenth Amendment to the L.P. Agreement dated January 25,
2001(incorporated by reference to Exhibit 10.18 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, File No. 1-13102)
3.19 Eighteenth Amendment to the L.P. Agreement dated February 13,
2001(incorporated by reference to Exhibit 10.19 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, File No. 1-13102)
3.20 Nineteenth Amendment, dated as of June 26, 2002, to Sixth
Amended and Restated Limited Partnership Agreement of First
Industrial, L.P. dated March 18, 1998 (incorporated by
reference to Exhibit 10.1 of the Form 10-Q of the Company for
the fiscal quarter ended June 30, 2002, File No 1-13102)
4.1 Indenture, dated as of May 13, 1997, between First Industrial,
L.P. and First Trust National Association, as Trustee
(incorporated by reference to Exhibit 4.1 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1997, as
amended by Form 10-Q/A No. 1 of the Company filed May 30,
1997, File No. 1-13102)
4.2 Supplemental Indenture No. 1, dated as of May 13, 1997,
between First Industrial, L.P. and First Trust National
Association as Trustee relating to $150 million of 7.60% Notes
due 2007 and $100 million of 7.15% Notes due 2027
(incorporated by reference to Exhibit 4.2 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1997, as
amended by Form 10-Q/A No. 1 of the Company filed May 30,
1997, File No. 1-13102)
4.3 Supplemental Indenture No. 2, dated as of May 22, 1997,
between First Industrial, L.P. and First Trust National
Association as Trustee relating to $100 million of 7 3/8%
Notes due 2011 (incorporated by reference to Exhibit 4.4 of
the Form 10-QT of the Operating Partnership for the fiscal
quarter ended March 31, 1997, File No. 333-21873)
4.4 Supplemental Indenture No. 3 dated October 28, 1997 between
First Industrial, L.P. and First Trust National Association
providing for the issuance of Medium-Term Notes due Nine
Months or more from Date of Issue (incorporated by reference
to Exhibit 4.1 of Form 8-K of the Operating Partnership, dated
November 3, 1997, as filed November 3, 1997, File No.
333-21873)
4.5 6.90% Medium-Term Note due 2005 in principal amount of $50
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.17 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, File
No. 1-13102)
4.6 7.00% Medium-Term Note due 2006 in principal amount of $150
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.18 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, File
No. 1-13102)
4.7 7.50% Medium-Term Note due 2017 in principal amount of $100
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.19 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, File
No. 1-13102)
4.8 Trust Agreement, dated as of May 16, 1997, between First
Industrial, L.P. and First Bank National Association, as
Trustee (incorporated by reference to Exhibit 4.5 of the Form
10-QT of the Operating Partnership for the fiscal quarter
ended March 31, 1997, File No. 333-21873)
55
Exhibit No. Description
4.9 Second Amended and Restated Unsecured Revolving Credit
Agreement, dated as of September 27, 2002, among First
Industrial L.P., First Industrial Realty Trust, Inc., Bank
One, NA and certain other banks (incorporated by reference to
Exhibit 10.1 of the Form 10-Q of the Company for the fiscal
quarter ended September 30, 2002, File No. 1-13102)
4.10 7.60% Notes due 2028 in principal amount of $200 million
issued by First Industrial, L.P. (incorporated by reference to
Exhibit 4.2 of the Form 8-K of the Operating Partnership dated
July 15, 1998, File No. 333-21873)
4.11 Supplemental Indenture No.5, dated as of July 14, 1998,
between First Industrial, L.P. and the U.S. Bank Trust
National Association, relating to First Industrial, L.P.'s
7.60% Notes due July 15, 2028 (incorporated by reference to
Exhibit 4.1 of the Form 8-K of the Operating Partnership dated
July 15, 1998, File No. 333-21873)
4.12 7.375% Note due 2011 in principal amount of $200 million
issued by First Industrial, L.P. (incorporated by reference to
Exhibit 4.15 of the Operating Partnership's Annual Report on
Form 10-K for the year ended December 31, 2000, File No.
333-21873)
4.13 Supplemental Indenture No.6, dated as of March 19, 2001,
between First Industrial, L.P. and the U.S. Bank Trust
National Association, relating to First Industrial, L.P.'s
7.375% Notes due March 15, 2011(incorporated by reference to
Exhibit 4.16 of the Operating Partnership's Annual Report on
Form 10-K for the year ended December 31, 2000, File No.
333-21873)
4.14 Registration Rights Agreement, dated as of March 19, 2001,
among First Industrial, L.P. and Credit Suisse First Boston
Corporation, Chase Securities, Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Salomon Smith Barney, Inc., Banc
of America Securities LLC, Banc One Capital Markets, Inc. and
UBS Warburg LLC (incorporated by reference to Exhibit 4.17 of
the Operating Partnership's Annual Report on Form 10-K for the
year ended December 31, 2000, File No. 333-21873)
4.15 Supplemental Indenture No. 7 dated as of April 15, 2002,
between First Industrial, L.P. and the U.S. Bank National
Association, relating to First Industrial, L.P.'s 6.875% Notes
due 2012 and 7.75% Notes due 2032 (incorporated by reference
to Exhibit 4.1 of the Operating Partnership's Form 8-K, dated
April 4, 2002, File No. 333-21873)
4.16 Form of 6.875% Notes due in 2012 in the principal amount of
$200 million issued by First Industrial, L.P. and 7.75% Notes
due in 2032 in the principal amount of $50 million issued by
First Industrial L.P. (incorporated by reference to Exhibit
4.2 of the Operating Partnership's Form 8-K of First
Industrial, L.P. dated April 4, 2002, File No. 333-21873)
4.17 Form of 7.75% Notes due 2032 in the principal amount of $50
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.3 of the Operating Partnership's Form
8-K, dated April 4, 2002, File No. 333-21873)
12.1* Computation of ratios of earnings to fixed charges of First
Industrial, L.P.
21.1 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21.1 of the Company's Annual Report on Form 10-K for
the year ended December 31, 2002, File No. 1-13102)
23* Consent of PricewaterhouseCoopers LLP
99.1* Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
* Filed herewith.
56
FIRST INDUSTRIAL, L.P.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
PAGE
----
FINANCIAL STATEMENTS
Report of Independent Accountants............................................................ F-2
Consolidated Balance Sheets of First Industrial, L.P. as of December 31, 2002
and 2001..................................................................................... F-3
Consolidated Statements of Operations and Comprehensive Income of First
Industrial, L.P. for the Years Ended December 31, 2002, 2001 and 2000........................ F-4
Consolidated Statements of Changes in Partners' Capital of First Industrial, L.P. for
the Years Ended December 31, 2002, 2001 and 2000............................................. F-5
Consolidated Statements of Cash Flows of First Industrial, L.P. for the Years Ended
December 31, 2002, 2001 and 2000............................................................. F-6
Notes to Consolidated Financial Statements................................................... F-7
FINANCIAL STATEMENT SCHEDULE
Report of Independent Accountants............................................................ S-1
Schedule III: Real Estate and Accumulated Depreciation..................................... S-2
F-1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
First Industrial, L.P.
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations and comprehensive income, of changes in
partners' capital and of cash flows present fairly, in all material respects,
the financial position of First Industrial, L.P. (the "Operating Partnership")
at December 31, 2002 and 2001, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 2002, in
conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of the Operating
Partnership's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As discussed in Note 3 to the consolidated financial statements, on January 1,
2002, the Operating Partnership adopted the provisions of Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets".
PricewaterhouseCoopers LLP
Chicago, Illinois
February 11, 2003
F-2
FIRST INDUSTRIAL, L.P.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
December 31, December 31,
2002 2001
------------ ------------
ASSETS
Assets:
Investment in Real Estate:
Land .................................................................... $ 363,543 $ 368,725
Buildings and Improvements .............................................. 1,829,922 1,801,097
Furniture, Fixtures and Equipment ....................................... 1,174 1,174
Construction in Progress ................................................ 122,331 140,887
Less: Accumulated Depreciation .......................................... (261,375) (229,293)
----------- -----------
Net Investment in Real Estate ....................................... 2,055,595 2,082,590
Real Estate Held for Sale, Net of Accumulated Depreciation
and Amortization of $2,135 at December 31, 2002 and $3,917
at December 31, 2001 ..................................................... 7,040 28,702
Investments in and Advances to Other Real Estate
Partnerships ............................................................. 377,776 378,350
Restricted Cash ........................................................... 28,350 6,394
Tenant Accounts Receivable, Net ........................................... 9,523 10,145
Investments in Joint Ventures ............................................. 12,545 9,010
Deferred Rent Receivable .................................................. 12,765 12,140
Deferred Financing Costs, Net ............................................. 11,449 10,173
Prepaid Expenses and Other Assets, Net .................................... 70,762 43,148
----------- -----------
Total Assets ........................................................ $ 2,585,805 $ 2,580,652
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable, Net .............................................. $ 19,909 $ 46,731
Senior Unsecured Debt, Net ............................................... 1,211,860 1,048,491
Unsecured Line of Credit ................................................. 170,300 182,500
Accounts Payable and Accrued Expenses .................................... 66,874 68,919
Rents Received in Advance and Security Deposits .......................... 25,538 22,890
Distributions Payable .................................................... 31,106 31,196
----------- -----------
Total Liabilities ................................................... 1,525,587 1,400,727
----------- -----------
Commitments and Contingencies -- --
Partners' Capital:
General Partner Preferred Units (100,000 and 140,000 units
issued and outstanding at December 31, 2002 and 2001,
respectively) ........................................................... 240,697 336,990
General Partner Units (38,598,321 and 38,904,687 units issued
and outstanding at December 31, 2002 and 2001,
respectively) ........................................................... 665,647 686,544
Unamortized Value of General Partnership Restricted Units ................ (4,307) (6,247)
Limited Partners' Units (6,811,956 and 6,972,649 units issued
and outstanding at December 31, 2002 and 2001,
respectively) ........................................................... 168,740 175,019
Accumulated Other Comprehensive Loss ..................................... (10,559) (12,381)
----------- -----------
Total Partners' Capital ............................................. 1,060,218 1,179,925
----------- -----------
Total Liabilities and Partners' Capital ............................. $ 2,585,805 $ 2,580,652
=========== ===========
The accompanying notes are an integral part of the financial statements.
F-3
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(DOLLARS IN THOUSANDS)
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2002 2001 2000
------------ ------------ ------------
Revenues:
Rental Income ............................................................ $ 220,134 $ 229,302 $ 241,284
Tenant Recoveries and Other Income ....................................... 69,902 74,000 65,308
--------- --------- ---------
Total Revenues ...................................................... 290,036 303,302 306,592
--------- --------- ---------
Expenses:
Real Estate Taxes ........................................................ 44,212 47,791 48,680
Repairs and Maintenance .................................................. 19,641 16,742 15,722
Property Management ...................................................... 10,743 10,521 11,214
Utilities ................................................................ 7,489 7,786 7,690
Insurance ................................................................ 2,354 1,753 1,147
Other .................................................................... 8,339 6,014 5,279
General and Administrative ............................................... 19,230 17,990 16,971
Interest Expense ......................................................... 87,439 78,841 80,885
Amortization of Deferred Financing Costs ................................. 1,858 1,742 1,683
Depreciation and Other Amortization ...................................... 63,369 59,900 52,961
Valuation Provision on Real Estate ....................................... -- 6,490 2,169
--------- --------- ---------
Total Expenses ...................................................... 264,674 255,570 244,401
--------- --------- ---------
Income from Continuing Operations Before Equity in Income of Other Real
Estate Partnerships, Equity in Income (Loss) of Joint Ventures, Income
Allocated to Minority Interest and Gain on Sale of Real Estate ........... 25,362 47,732 62,191
Equity in Income of Other Real Estate Partnerships ........................ 53,038 47,949 33,049
Equity in Income (Loss) of Joint Ventures ................................. 463 (791) 571
Gain on Sale of Real Estate ............................................... 16,409 42,942 25,430
--------- --------- ---------
Income from Continuing Operations ......................................... 95,272 137,832 121,241
Income from Discontinued Operations (Including Gain on Sale of Real
Estate of $33,439 for the Year Ended December 31, 2002) .................. 42,034 10,440 8,575
--------- --------- ---------
Net Income Before Extraordinary Loss ...................................... 137,306 148,272 129,816
Extraordinary Loss ........................................................ (888) (10,309) --
--------- --------- ---------
Net Income ................................................................ 136,418 137,963 129,816
Less: Preferred Unit Distributions ........................................ (23,432) (28,924) (28,924)
--------- --------- ---------
Net Income Available to Unitholders ....................................... $ 112,986 $ 109,039 $ 100,892
========= ========= =========
Income from Continuing Operations Available to Unitholders Before
Extraordinary Loss Per Weighted Average Unit Outstanding:
Basic ............................................................... $ 1.56 $ 2.35 $ 2.01
========= ========= =========
Diluted ............................................................. $ 1.55 $ 2.33 $ 2.00
========= ========= =========
Net Income Available to Unitholders Before Extraordinary Loss Per
Weighted Average Unit Outstanding:
Basic ............................................................... $ 2.47 $ 2.57 $ 2.20
========= ========= =========
Diluted ............................................................. $ 2.46 $ 2.56 $ 2.18
========= ========= =========
Net Income Available to Unitholders Per Weighted Average Unit
Outstanding:
Basic ............................................................... $ 2.45 $ 2.35 $ 2.20
========= ========= =========
Diluted ............................................................. $ 2.44 $ 2.34 $ 2.18
========= ========= =========
Net Income ................................................................ $ 136,418 $ 137,963 $ 129,816
Other Comprehensive Income (Loss):
Cumulative Transition Adjustment .................................... -- (14,920) --
Settlement of Interest Rate Protection Agreement .................... 1,772 (191) --
Mark-to-Market of Interest Rate Protection Agreements ............... (126) (231) --
Write-Off of Unamortized Interest Rate Protection
Agreement Due to the Early Retirement of Debt ..................... -- 2,156 --
Amortization of Interest Rate Protection Agreements ................. 176 805 --
--------- --------- ---------
Comprehensive Income ...................................................... $ 138,240 $ 125,582 $ 129,816
========= ========= =========
The accompanying notes are an integral part of the financial statements.
F-4
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(DOLLARS IN THOUSANDS)
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2002 2001 2000
------------ ------------ ------------
General Partner Preferred Units - Beginning of Year ....................... $ 336,990 $ 336,990 $ 336,990
Distributions .......................................................... (23,432) (28,924) (28,924)
Redemption of Series B Preferred Units ................................. (96,293) -- --
Net Income ............................................................. 23,432 28,924 28,924
----------- ----------- -----------
General Partner Preferred Units - End of Year ............................. $ 240,697 $ 336,990 $ 336,990
=========== =========== ===========
General Partner Units - Beginning of Year ................................. $ 686,544 $ 698,247 $ 694,899
Contributions .......................................................... 16,247 18,894 12,769
Issuance of General Partner Restricted Units ........................... 3,232 3,133 9,689
Purchase of General Partnership Units .................................. (29,493) (28,399) (11,699)
Repurchase and Retirement of Restricted Units .......................... (2,037) (1,944) (466)
Redemption of Series B Preferred Units ................................. (3,148) -- --
Amortization of Stock Based Compensation ............................... 646 899 383
Distributions .......................................................... (107,020) (104,407) (97,531)
Unit Conversions ....................................................... 4,616 7,797 5,706
Net Income ............................................................. 96,060 92,324 84,497
----------- ----------- -----------
General Partner Units - End of Year ....................................... $ 665,647 $ 686,544 $ 698,247
=========== =========== ===========
Unamort. Value of Gen. Partner Restricted Units - Beg. of Year ............ $ (6,247) $ (8,812) $ (4,087)
Issuance of General Partner Restricted Units ........................... (3,232) (3,133) (9,689)
Amortization of General Partner Restricted Units ....................... 5,172 5,698 4,964
----------- ----------- -----------
Unamort. Value of Gen. Partner Restricted Units - End of Year ............. $ (4,307) $ (6,247) $ (8,812)
=========== =========== ===========
Limited Partners Units - Beginning of Year ................................ $ 175,019 $ 183,406 $ 187,548
Contributions .......................................................... 735 1,406 3,387
Redemption of Series B Preferred Units.................................. (559) -- --
Distributions .......................................................... (18,765) (18,711) (18,218)
Unit Conversions ....................................................... (4,616) (7,797) (5,706)
Net Income ............................................................. 16,926 16,715 16,395
----------- ----------- -----------
Limited Partners Units - End of Year ...................................... $ 168,740 $ 175,019 $ 183,406
=========== =========== ===========
Accum. Other Comprehensive Income - Beginning of Year ..................... $ (12,381) $ -- $ --
Cumulative Transition Adjustment ....................................... -- (14,920) --
Settlement of Interest Rate Protection Agreements ...................... 1,772 (191) --
Mark-to-Market of Interest Rate Protection Agreements .................. (126) (231) --
Write-Off of Unamortized Interest Rate Protection Agreement
Due to the Early Retirement of Debt ................................... -- 2,156 --
Amortization of Interest Rate Protection Agreements .................... 176 805 --
----------- ----------- -----------
Accum. Other Comprehensive Income - End of Year ........................... $ (10,559) $ (12,381) $ --
=========== =========== ===========
Total Partners Capital at End of Year ..................................... $ 1,060,218 $ 1,179,925 $ 1,209,831
=========== =========== ===========
The accompanying notes are an integral part of the financial statements.
F-5
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
Year Ended Year Ended Year Ended
December 31, 2002 December 31, 2001 December 31, 2000
----------------- ----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income ...................................................... $ 136,418 $ 137,963 $ 129,816
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities:
Depreciation ................................................... 56,762 54,623 49,496
Amortization of Deferred Financing Costs ....................... 1,858 1,742 1,683
Other Amortization ............................................. 13,986 14,229 9,650
Valuation Provision on Real Estate ............................. -- 6,490 2,169
Equity in (Income) Loss of Joint Ventures ...................... (463) 791 (571)
Distributions from Joint Ventures .............................. 463 -- 571
Gain on Sale of Real Estate .................................... (49,848) (42,942) (25,430)
Extraordinary Loss ............................................. 888 10,309 --
Equity in Income of Other Real Estate Partnerships ............. (53,038) (47,949) (33,049)
Distributions from Investment in Other Real Estate
Partnerships .............................................. 53,038 47,949 33,049
Increase in Tenant Accounts Receivable and Prepaid
Expenses and Other Assets, Net ............................ (11,025) (5,846) (20,815)
Increase in Deferred Rent Receivable ........................... (2,575) (3,268) (830)
(Decrease) Increase in Accounts Payable and Accrued
Expenses and Rents Received in Advance and Security
Deposits .................................................. (9,252) (28,148) 6,150
--------- --------- ---------
Net Cash Provided by Operating Activities ................. 137,212 145,943 151,889
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of and Additions to Investment in Real Estate..... (289,405) (399,242) (460,884)
Net Proceeds from Sales of Investment in Real Estate ...... 322,079 301,032 379,849
Investments in and Advances to Other Real Estate
Partnerships ........................................... (103,628) (163,666) (102,695)
Distributions/Repayments from Other Real Estate
Partnerships ........................................... 104,202 166,546 102,238
Contributions to and Investments in Joint Ventures ........ (8,207) (6,025) (37)
Distributions from Joint Ventures ......................... 2,260 1,524 287
Repayment of Mortgage Loans Receivable .................... 6,903 3,005 18,190
(Increase) Decrease in Restricted Cash .................... (21,956) 16,633 (22,100)
--------- --------- ---------
Net Cash Provided by (Used In) in Investing Activities.. 12,248 (80,193) (85,152)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Unit Contributions ........................................ 15,895 18,521 12,478
Unit Distributions ........................................ (125,875) (122,203) (113,632)
Purchase of General Partner Units ......................... (29,493) (28,399) (11,699)
Repurchase of Restricted Units ............................ (2,037) (1,944) (466)
Redemption of Preferred Units ............................. (100,000) -- --
Preferred Unit Distributions .............................. (23,432) (36,155) (21,693)
Repayments on Mortgage Loans Payable ...................... (38,626) (14,476) (1,780)
Proceeds from Senior Unsecured Debt ....................... 247,950 199,390 --
Other Proceeds from Senior Unsecured Debt ................. 1,772 -- --
Repayment of Senior Unsecured Debt ........................ (84,930) (100,000) --
Proceeds from Unsecured Lines of Credit ................... 500,100 398,300 290,200
Repayments on Unsecured Lines of Credit ................... (512,300) (385,800) (214,200)
Book Overdraft ............................................ 5,336 12,335 --
Cost of Debt Issuance and Prepayment Fees ................. (3,820) (8,963) (2,323)
--------- --------- ---------
Net Cash Used in Financing Activities .................. (149,460) (69,394) (63,115)
--------- --------- ---------
Net (Decrease) Increase in Cash and Cash Equivalents ...... -- (3,644) 3,622
Cash and Cash Equivalents, Beginning of Period ............ -- 3,644 22
--------- --------- ---------
Cash and Cash Equivalents, End of Period .................. $ -- $ -- $ 3,644
========= ========= =========
The accompanying notes are an integral part of the financial statements.
F-6
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
1. ORGANIZATION AND FORMATION OF PARTNERSHIP
First Industrial, L.P. (the "Operating Partnership") was organized as a
limited partnership in the state of Delaware on November 23, 1993. The sole
general partner is First Industrial Realty Trust, Inc. (the "Company") with an
approximate 85.0% ownership interest at December 31, 2002. The Company also owns
a preferred general partnership interest in the Operating Partnership
("Preferred Units") with an aggregate liquidation priority of $250,000. The
Company is a real estate investment trust ("REIT") as defined in the Internal
Revenue Code. The Company's operations are conducted primarily through the
Operating Partnership. The limited partners of the Operating Partnership own, in
the aggregate, approximately a 15.0% interest in the Operating Partnership at
December 31, 2002.
The Operating Partnership is the sole member of several limited
liability companies (the "L.L.C.s") and the sole stockholder of First Industrial
Development Services, Inc., and holds at least a 99% limited partnership
interest in First Industrial Financing Partnership, L.P. (the "Financing
Partnership"), First Industrial Securities, L.P. (the "Securities Partnership"),
First Industrial Mortgage Partnership, L.P, (the "Mortgage Partnership"), First
Industrial Pennsylvania, L.P. (the "Pennsylvania Partnership"), First Industrial
Harrisburg, L.P. (the "Harrisburg Partnership"), First Industrial Indianapolis,
L.P. (the "Indianapolis Partnership"), TK-SV, LTD. and FI Development Services,
L.P. (together, the "Other Real Estate Partnerships"). The Operating
Partnership, through separate wholly-owned limited liability companies in which
it is the sole member, also owns minority equity interests in and provides asset
and property management services to the September 1998 Joint Venture
(hereinafter defined), the September 1999 Joint Venture (hereinafter defined)
and the December 2001 Joint Venture (hereinafter defined).
The general partners of the Other Real Estate Partnerships are separate
corporations, each with at least a .01% general partnership interest in the
Other Real Estate Partnerships for which it acts as a general partner. Each
general partner of the Other Real Estate Partnerships is a wholly-owned
subsidiary of the Company.
As of December 31, 2002, the Operating Partnership, the L.L.C.s and
First Industrial Development Services, Inc. (hereinafter defined as the
"Consolidated Operating Partnership") owned 798 in-service industrial
properties, containing an aggregate of approximately 49.9 million square feet
(unaudited) of gross leasable area ("GLA"). On a combined basis, as of December
31, 2002, the Other Real Estate Partnerships owned 110 in-service industrial
properties, containing an aggregate of approximately 10.1 million square feet
(unaudited) of GLA. Of the 110 industrial properties owned by the Other Real
Estate Partnerships at December 31, 2002, 16 are held by the Mortgage
Partnership, 45 are held by the Pennsylvania Partnership, 16 are held by the
Securities Partnership, 19 are held by the Financing Partnership, eight are held
by the Harrisburg Partnership, five are held by the Indianapolis Partnership and
one is held by TK-SV, LTD.
Profits, losses and distributions of the Operating Partnership, the
L.L.C.s and Other Real Estate Partnerships are allocated to the general partner
and the limited partners, or the members, as applicable, in accordance with the
provisions contained within the partnership agreements or ownership agreements,
as applicable, of the Operating Partnership, the L.L.C.s and the Other Real
Estate Partnerships.
F-7
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
2. BASIS OF PRESENTATION
The consolidated financial statements of the Consolidated Operating
Partnership at December 31, 2002 and 2001 and for each of the years ended
December 31, 2002, 2001 and 2000 include the accounts and operating results of
the Operating Partnership, the L.L.C.s and First Industrial Development
Services, Inc. on a consolidated basis. Such financial statements present the
Operating Partnership's limited partnership interests in each of the Other Real
Estate Partnerships and the Operating Partnership's minority equity interests in
the September 1998 Joint Venture (hereinafter defined), the September 1999 Joint
Venture (hereinafter defined) and the December 2001 Joint Venture (hereinafter
defined) under the equity method of accounting.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In order to conform with generally accepted accounting principles,
management, in preparation of the Consolidated Operating Partnership's financial
statements, is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities as of December 31, 2002 and 2001, and the reported amounts of
revenues and expenses for each of the years ended December 31, 2002, 2001 and
2000. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include all cash and liquid investments with
an initial maturity of three months or less. The carrying amount approximates
fair value due to the short maturity of these investments.
Investment in Real Estate and Depreciation
Purchase accounting has been applied when ownership interests in
properties were acquired for cash. The historical cost basis of properties has
been carried over when certain ownership interests were exchanged for limited
partnership units in the Operating Partnership on July 1, 1994 and purchase
accounting has been used for all other properties that were subsequently
exchanged for limited partnership units in the Operating Partnership.
Investment in Real Estate is carried at cost. The Consolidated
Operating Partnership reviews its properties on a quarterly basis for impairment
and provides a provision if impairments are found. To determine if impairment
may exist, the Consolidated Operating Partnership reviews its properties and
identifies those which have had either an event of change or event of
circumstances warranting further assessment of recoverability (such as a
decrease in occupancy). If further assessment of recoverability is needed, the
Consolidated Operating Partnership estimates the future net cash flows expected
to result from the use of the property and its eventual disposition, on an
individual property basis. If the sum of the expected future net cash flows
(undiscounted and without interest charges) is less than the carrying amount of
the property, on an individual property basis, the Consolidated Operating
Partnership will recognize an impairment loss based upon the estimated fair
value of such property. For properties management considers held for sale, the
Consolidated Operating Partnership ceases depreciating the properties and values
the properties at the lower of depreciated cost or fair value, less costs to
dispose. If circumstances arise that were previously considered unlikely, and,
as a result, the Consolidated Operating Partnership decides not to sell a
property previously classified as held for sale, the Consolidated Operating
Partnership will classify such property as held and used. Such property is
measured at the lower of its carrying amount (adjusted for any depreciation and
amortization expense that would have been recognized had the property been
continuously classified as held and used) or fair value at the date of the
subsequent decision not to sell. Properties held for sale at December 31, 2002
represent properties in which the Consolidated Operating Partnership has an
executed contract to sell.
F-8
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Interest costs, real estate taxes, compensation costs of development
personnel and other directly related costs incurred during construction periods
are capitalized and depreciated commencing with the date placed in service, on
the same basis as the related assets. Depreciation expense is computed using the
straight-line method based on the following useful lives:
Years
-----
Buildings and Improvements...................... 31.5 to 40
Land Improvements............................... 15
Furniture, Fixtures and Equipment............... 5 to 10
Construction expenditures for tenant improvements, leasehold
improvements and leasing commissions (inclusive of compensation costs of leasing
personnel) are capitalized and amortized over the terms of each specific lease.
Repairs and maintenance are charged to expense when incurred. Expenditures for
improvements are capitalized.
Deferred Financing Costs
Deferred financing costs include fees and costs incurred to obtain
long-term financing. These fees and costs are being amortized over the terms of
the respective loans. Accumulated amortization of deferred financing costs was
$7,169 and $5,563 at December 31, 2002 and 2001, respectively. Unamortized
deferred financing costs are written-off when debt is retired before the
maturity date.
Investment in and Advances to Other Real Estate Partnerships
Investment in and Advances to Other Real Estate Partnerships represents
the Consolidated Operating Partnership's limited partnership interests in and
advances to, through the Operating Partnership, the Other Real Estate
Partnerships. The Operating Partnership accounts for its Investment in and
Advances to Other Real Estate Partnerships under the equity method of
accounting. Under the equity method of accounting, the Operating Partnership's
share of earnings or losses of the Other Real Estate Partnerships is reflected
in income as earned and contributions or distributions increase or decrease,
respectively, the Operating Partnership's Investment in and Advances to Other
Real Estate Partnerships as paid or received, respectively.
Investments in Joint Ventures
Investments in Joint Ventures represents the Operating Partnership's
minority equity interests in the September 1998 Joint Venture (hereinafter
defined), the September 1999 Joint Venture (hereinafter defined) and the
December 2001 Joint Venture (hereinafter defined). The Consolidated Operating
Partnership, through the Operating Partnership, accounts for its Investments in
Joint Ventures under the equity method of accounting. Under the equity method of
accounting, the Consolidated Operating Partnership's share of earnings or losses
of the September 1998 Joint Venture (hereinafter defined), the September 1999
Joint Venture (hereinafter defined) and the December 2001 Joint Venture
(hereinafter defined) is reflected in income as earned and contributions or
distributions increase or decrease, respectively, the Consolidated Operating
Partnership's Investments in Joint Ventures as paid or received, respectively.
Employee Benefit Plans
At December 31, 2002, the Consolidated Operating Partnership has three
stock incentive employee compensation plans, which are described more fully in
Note 12. The restricted stock awards are accounted for at cost and amortized
over their vesting periods. The Consolidated Operating Partnership accounts for
its stock incentive plans under the recognition and measurement principles of
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB 25"). Under APB 25, compensation expense is not recognized for
options issued in which the strike price is equal to the fair value of the
Company's stock on the date of grant. Certain options issued in 2000 were issued
with a strike price less than the fair value of the Company's stock on the date
of grant. Compensation expense is being recognized for the intrinsic value of
these options determined at the date of grant over the vesting period.
F-9
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Had compensation expense for the Company's Stock Incentive Plans been
determined based upon the fair value at the grant date for awards under the
stock incentive plans consistent with the methodology prescribed under Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation", as amended by FAS 148, net income and earnings per share would
have been the pro forma amounts indicated in the table below:
For the Year Ended
--------------------------------------
2002 2001 2000
---------- ---------- ----------
Net Income Available to Unitholders - as reported............................... $ 112,986 $ 109,039 $ 100,892
Add: Stock-Based Compensation Expense Included In Net Income
Available to Unitholders - as reported................................ 237 256 297
Less: Total Stock-Based Employee Compensation Expense Determined
Under the Intrinsic Method............................................ (1,154) (786) (945)
--------- --------- ---------
Net Income Available to Unitholders - pro forma................................. $ 112,069 $ 108,509 $ 100,244
========= ========= =========
Net Income Available to Unitholders per Unit - as reported- Basic............... $ 2.45 $ 2.35 $ 2.20
Net Income Available to Unitholders per Unit - pro forma- Basic................. $ 2.43 $ 2.34 $ 2.18
Net Income Available to Unitholders per Unit - as reported - Diluted............ $ 2.44 $ 2.34 $ 2.18
Net Income Available to Unitholders per Unit - pro forma - Diluted............. $ 2.42 $ 2.33 $ 2.17
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions:
Expected dividend yield...................................................... 8.28% 8.22% 8.33%
Expected stock price volatility.............................................. 20.94% 20.75% 20.30%
Risk-free interest rate...................................................... 3.58% 4.91% 6.18%
Expected life of options..................................................... 3.00 3.03 3.05
The weighted average fair value of options granted during 2002, 2001 and 2000 is
$1.97, $2.49 and $2.91 per option, respectively.
Revenue Recognition
Rental income is recognized on a straight-line method under which
contractual rent increases are recognized evenly over the lease term. Tenant
recovery income includes payments from tenants for taxes, insurance and other
property operating expenses and is recognized as revenue in the same period the
related expenses are incurred by the Consolidated Operating Partnership.
The Consolidated Operating Partnership provides an allowance for
doubtful accounts against the portion of tenant accounts receivable which is
estimated to be uncollectible. Accounts receivable in the consolidated balance
sheets are shown net of an allowance for doubtful accounts of $1,707 as of
December 31, 2002 and 2001. For accounts receivable the Consolidated Operating
Partnership deems uncollectible, the Consolidated Operating Partnership uses the
direct write-off method.
Gain on Sale of Real Estate
Gain on sale of real estate is recognized using the full accrual
method. Gains relating to transactions which do not meet the full accrual method
of accounting are deferred and recognized when the full accrual method of
accounting criteria are met or by using the installment or deposit methods of
profit recognition, as appropriate in the circumstances. As the assets are sold,
their costs and related accumulated depreciation are removed from the accounts
with resulting gains or losses reflected in net income or loss. Estimated future
costs to be incurred by the Consolidated Operating Partnership after completion
of each sale are included in the determination of the gains on sales.
Income Taxes
In accordance with partnership taxation, each of the partners are
responsible for reporting their shares of taxable income or loss. The
Consolidated Operating Partnership is subject to certain state and local income,
excise and franchise taxes. The provision for such state and local taxes has
been reflected in general and administrative
F-10
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
expense in the statement of operations and comprehensive income and has not been
separately stated due to its insignificance.
Earnings Per Unit ("EPU")
Net income per weighted average general partnership and limited
partnership unit (the "Units") - basic is based on the weighted average Units
outstanding. Net income per weighted average Unit - diluted is based on the
weighted average Units outstanding plus the effect of the Company's in-the-money
employee stock options that result in the issuance of general partnership units.
See Note 11 for further disclosure about earnings per unit.
Fair Value of Financial Instruments
The Consolidated Operating Partnership's financial instruments include
short-term investments, tenant accounts receivable, net, mortgage notes
receivable, accounts payable, other accrued expenses, mortgage loans payable,
unsecured line of credit, senior unsecured debt and the Put Option (defined
hereinafter) issued in conjunction with an initial offering of certain unsecured
debt.
The fair values of the short-term investments, tenant accounts
receivable, net, mortgage notes receivable, accounts payable and other accrued
expenses were not materially different from their carrying or contract values.
See Note 6 for the fair values of the mortgage loans payable, unsecured line of
credit, senior unsecured debt and the Put Option (defined hereinafter) issued in
conjunction with an initial offering of certain unsecured debt.
Derivative Financial Instruments
Historically, the Consolidated Operating Partnership, through the
Operating Partnership, has used interest rate protection agreements (the
"Agreements") to fix the interest rate on anticipated offerings of senior
unsecured debt or convert floating rate debt to fixed rate debt. Receipts or
payments that result from the settlement of Agreements used to fix the interest
rate on anticipated offerings of senior unsecured debt are amortized over the
life of the senior unsecured debt. Receipts or payments resulting from
Agreements used to convert floating rate debt to fixed rate debt are recognized
as a component of interest expense. Agreements which qualify for hedge
accounting are marked-to-market and any gain or loss is recognized in other
comprehensive income (partners' capital). Any agreements which no longer qualify
for hedge accounting are marked-to-market and any gain or loss is recognized in
net income immediately. The credit risks associated with the Agreements are
controlled through the evaluation and monitoring of the creditworthiness of the
counterparty. In the event that the counterparty fails to meet the terms of the
Agreements, the Consolidated Operating Partnership's exposure is limited to the
current value of the interest rate differential, not the notional amount, and
the Consolidated Operating Partnership's carrying value of the Agreements on the
balance sheet. See Note 6 for more information on the Agreements.
Discontinued Operations
On January 1, 2002, the Consolidated Operating Partnership adopted the
Financial Accounting Standards Board's ("FASB") Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long
Lived Assets" ("FAS 144"). FAS 144 addresses financial accounting and reporting
for the disposal of long lived assets. FAS 144 requires that the results of
operations and gains or losses on the sale of property sold subsequent to
December 31, 2001 that were not classified as held for sale at December 31, 2001
as well as the results of operations from properties that were classified as
held for sale subsequent to December 31, 2001 be presented in discontinued
operations if both of the following criteria are met: (a) the operations and
cash flows of the property have been (or will be) eliminated from the ongoing
operations of the Consolidated Operating Partnership as a result of the disposal
transaction and (b) the Consolidated Operating Partnership will not have any
significant continuing involvement in the operations of the property after the
disposal transaction. FAS 144 also requires prior period results of operations
for these properties to be restated and presented in discontinued operations in
prior consolidated statements of operations.
F-11
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Segment Reporting
Management views the Consolidated Operating Partnership as a single
segment.
Recent Accounting Pronouncements
In April 2002, the FASB issued Financial Accounting Standards No. 145,
"Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13, and Technical Corrections" ("FAS 145"). FAS 145 rescinds both Statement
of Financial Accounting Standards No. 4, "Reporting Gains and Losses from
Extinguishment of Debt" ("FAS 4"), and the amendment to FAS 4, Statement of
Financial Accounting Standards No. 64, "Extinguishments of Debt Made to Satisfy
Sinking-Fund Requirements". FAS 145 eliminates the requirement that gains and
losses from the extinguishment of debt be aggregated and, if material,
classified as an extraordinary item, net of the related income tax effect,
unless the criteria in Accounting Principles Board Opinion No. 30, "Reporting
the Results of Operations- Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" are met. FAS 145 is effective for fiscal years beginning after May
15, 2002. For financial statements issued in 2003 and after, prior period
extraordinary losses due to debt extinguishment will be reclassified as part of
continuing operations. The Consolidated Operating Partnership believes that FAS
145 will not have an impact on its consolidated financial position or liquidity.
In June 2002, the FASB issued Financial Accounting Standards No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities" ("FAS 146").
FAS 146 requires that a liability for a cost associated with an exit or disposal
activity be recognized and measured initially at its fair value in the period in
which the liability is incurred. FAS 146 applies to costs associated with an
exit or disposal activity including, but not limited to, costs to terminate a
contract that is not a capital lease, costs to consolidate facilities or
relocate employees and certain one-time termination benefits provided to current
employees that are involuntarily terminated. FAS 146 is effective for exit or
disposal activities initiated after December 31, 2002. The Consolidated
Operating Partnership does not expect FAS 146 to have a material effect on its
consolidated financial position, liquidity, or results of operations.
In November 2002, the FASB issued Financial Accounting Standards
Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45").
FIN 45 addresses disclosures to be made by a guarantor in its interim and annual
financial statements about its obligations under guarantees. FIN 45 clarifies
that a guarantor is required to recognize, at the inception of the guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. In addition, FIN 45 requires footnote disclosure of certain other
information pertaining to guarantees. FIN 45 generally applies to contracts or
indemnification agreements that contingently require the guarantor to make
payments to the guaranteed party based on changes in an underlying variable that
is related to an asset, liability, or an equity security of the guaranteed
party, contracts that contingently require the guarantor to make payments to the
guaranteed party based on another entity's failure to perform under an
obligation agreement, and, in some cases, indirect guarantees of the
indebtedness of others. The disclosure requirements of FIN 45 are effective for
financial statements of interim or annual periods ending after December 15,
2002. The initial recognition and initial measurement provisions are applicable
on a prospective basis to guarantees issued or modified after December 31, 2002.
The Consolidated Operating Partnership has adopted the disclosure requirements
of FIN 45 as of December 15, 2002 and does not expect the recognition
requirements, which are to be applied on a prospective basis to guarantees
issued or modified after December 31, 2002, to have a material impact on the
Consolidated Operating Partnership's financial position, liquidity, or results
of operations.
In December 2002, the FASB issued Financial Accounting Standards No.
148, "Accounting for Stock-Based Compensation-Transition and Disclosure" ("FAS
148"). FAS 148 amends Financial Accounting Standards No. 123, "Accounting for
Stock Based Compensation" ("FAS 123"). FAS 148 provides alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, FAS 148 amends the
disclosure requirements of FAS 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the
F-12
method used on reported results. FAS 148 is effective for financial statements
for fiscal years ending after December 15, 2002. The Consolidated Operating
Partnership is adopting FAS 123, as amended by FAS 148, beginning January
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
15, 2002. The Consolidated Operating Partnership is adopting FAS 123, as amended
by FAS 148, beginning January 1, 2003 using the Prospective Method of transition
as described in FAS 148. The Consolidated Operating Partnership does not expect
FAS 148 to have a material effect on its consolidated financial position,
liquidity, or results of operations.
In January 2003, the FASB issued Financial Accounting Standards
Interpretation No. 46, "Consolidation of Variable Interest Entities- an
interpretation of ARB No. 51" ("FIN 46"). FIN 46 addresses consolidation by
business enterprises of special purpose entities ("SPEs") to which the usual
condition for consolidation described in Accounting Research Bulletin No. 51
does not apply because the SPEs have no voting interests or otherwise are not
subject to control through ownership of voting interests. For Variable Interest
Entities created before February 1, 2003, the provisions of FIN 46 are effective
no later than the beginning of the first interim or annual reporting period that
starts after June 15, 2003. For Variable Interest Entities created after January
31, 2003, the provisions of FIN 46 are effective immediately. The Consolidated
Operating Partnership is currently assessing the impact of FIN 46 on its
consolidated financial position, liquidity, and results of operations.
Reclassification
Certain 2001 and 2000 items have been reclassified to conform to the
2002 presentation.
4. INVESTMENTS IN AND ADVANCES TO OTHER REAL ESTATE PARTNERSHIPS
The investments in and advances to Other Real Estate Partnerships
reflects the Operating Partnership's limited partnership equity interests in the
entities referred to in Note 1 to these financial statements.
Summarized condensed financial information as derived from the
financial statements of the Other Real Estate Partnerships is presented below:
Condensed Combined Balance Sheets:
Year Ended
--------------------------
December 31, December 31,
2002 2001
------------ ------------
ASSETS
Assets:
Investment in Real Estate, Net................................... $ 332,552 $ 355,504
Real Estate Held for Sale, Net................................... -- 2,048
Other Assets, Net................................................ 102,784 72,643
---------- ---------
Total Assets............................................. $ 435,336 $ 430,195
========== =========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable........................................... $ 40,080 $ 40,728
Other Liabilities................................................ 14,126 7,811
---------- ---------
Total Liabilities....................................... 54,206 48,539
---------- ---------
Partners' Capital................................................ 381,130 381,656
---------- ---------
Total Liabilities and Partners' Capital................. $ 435,336 $ 430,195
========== =========
Condensed Combined Statements of Operations:
Year Ended
----------------------------------------
December 31, December 31, December 31,
2002 2001 2000
------------ ------------ ------------
Total Revenues........................................................... $ 56,436 $ 47,811 $ 48,180
Property Expenses........................................................ (14,204) (13,854) (12,896)
Interest Expense......................................................... (2,948) (3,739) (3,040)
Amortization of Deferred Financing Costs................................. (67) (67) (67)
Depreciation and Other Amortization...................................... (10,825) (8,407) (9,170)
Valuation Provision on Real Estate....................................... -- (3,010) (731)
Gain on Sale of Real Estate.............................................. 67 21,405 3,852
Income from Discontinued Operations (Including Gain on Sale of Real
Estate of $21,218 for the Year Ended December 31, 2002).............. 25,028 9,323 11,116
--------- --------- ---------
Net Income............................................................... $ 53,487 $ 49,462 $ 37,244
========= ========= =========
F-13
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
5. INVESTMENTS IN JOINT VENTURES
On September 28, 1998, the Consolidated Operating Partnership, through
a wholly-owned limited liability company in which the Operating Partnership is
its sole member, entered into a joint venture arrangement (the "September 1998
Joint Venture") with an institutional investor to invest in industrial
properties. The Consolidated Operating Partnership, through wholly-owned limited
liability companies in which the Operating Partnership is the sole member, owns
a ten percent equity interest in the September 1998 Joint Venture and provides
property and asset management services to the September 1998 Joint Venture. On
or after October 2000, under certain circumstances, the Operating Partnership
has the right to purchase all of the properties owned by the September 1998
Joint Venture at a price to be determined in the future. The Consolidated
Operating Partnership has not exercised this right. The Consolidated Operating
Partnership recognized approximately $1,137, $1,787 and $2,199 (net of the
intercompany elimination) in acquisition, asset management and property
management fees in 2002, 2001 and 2000, respectively, from the September 1998
Joint Venture. For the year ended December 31, 2002, the Operating Partnership,
through a wholly-owned limited liability company of which it is the sole member,
received distributions of approximately $313 from the September 1998 Joint
Venture. For the year ended December 31, 2001, the Operating Partnership,
through a wholly-owned limited liability company of which it is the sole member,
received distributions of approximately $1,167 from the September 1998 Joint
Venture. The Consolidated Operating Partnership accounts for the September 1998
Joint Venture under the equity method of accounting. As of December 31, 2002,
the September 1998 Joint Venture owned 51 industrial properties comprising
approximately 2.6 million square feet (unaudited) of GLA.
On September 2, 1999, the Consolidated Operating Partnership, through a
wholly-owned limited liability company in which the Operating Partnership is its
sole member, entered into a joint venture arrangement (the "September 1999 Joint
Venture") with an institutional investor to invest in industrial properties. The
Consolidated Operating Partnership, through wholly-owned limited liability
companies in which the Operating Partnership is the sole member, owns a ten
percent equity interest in the September 1999 Joint Venture and provides
property and asset management services to the September 1999 Joint Venture. On
or after September 2001, under certain circumstances, the Consolidated Operating
Partnership has the right to purchase all the properties owned by the September
1999 Joint Venture at a price to be determined in the future. The Consolidated
Operating Partnership has not exercised this right. The Consolidated Operating
Partnership recognized approximately $411, $590 and $557 (net of the
intercompany elimination) in acquisition, asset management and property
management fees in 2002, 2001 and 2000, respectively, from the September 1999
Joint Venture. For the year ended December 31, 2002, the Operating Partnership,
through a wholly-owned limited liability company in which it is the sole member
received distributions of approximately $1,598 from the September 1999 Joint
Venture. For the year ended December 31, 2001, the Operating Partnership,
through a wholly-owned limited liability company in which it is the sole member,
received distributions of approximately $357 from the September 1999 Joint
Venture. The Consolidated Operating Partnership accounts for the September 1999
Joint Venture under the equity method of accounting. As of December 31, 2002,
the September 1999 Joint Venture owned two industrial properties comprising
approximately .3 million square feet (unaudited) of GLA.
On December 28, 2001, the Consolidated Operating Partnership, through a
wholly-owned limited liability company in which the Operating Partnership is the
sole member, entered into a joint venture arrangement (the "December 2001 Joint
Venture") with an institutional investor to invest in industrial properties. The
Consolidated Operating Partnership, through wholly-owned limited liability
companies of the Operating Partnership, owns a 15% equity interest in the
December 2001 Joint Venture and provides property management services to the
December 2001 Joint Venture. The Consolidated Operating Partnership recognized
approximately $315 in property management fees in 2002, from the December 2001
Joint Venture. For the year ended December 31, 2002, the Consolidated Operating
Partnership, through a wholly-owned limited liability company in which the
Operating Partnership is the sole member, invested approximately $8,207 in the
December 2001 Joint Venture and received distributions of approximately $812
from the December 2001 Joint Venture. For the year ended December 31, 2001, the
Consolidated Operating Partnership, through a wholly-owned limited liability
company in which the Operating Partnership is the sole member, invested
approximately $6,025 in the December 2001 Joint Venture. The Consolidated
Operating Partnership accounts for the December 2001 Joint Venture under the
equity method of
F-14
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
5. INVESTMENTS IN JOINT VENTURES, CONTINUED
accounting. As of December 31, 2002 the December 2001 Joint Venture had economic
interests in 24 industrial properties comprising approximately 4.3 million
square feet (unaudited) of GLA. Twenty-one of the 24 industrial properties were
purchased from the Consolidated Operating Partnership. The Consolidated
Operating Partnership deferred 15% of the gain resulting from these sales which
is equal to the Consolidated Operating Partnership's economic interest in the
December 2001 Joint Venture. The 15% gain deferral was netted against the
Consolidated Operating Partnership's investment in joint ventures on the balance
sheet. The 15% gain deferral reduced the Consolidated Operating Partnership's
investment in joint ventures and will be recognized as gain on sale of real
estate when the December 2001 Joint Venture sells any of the twenty-two
properties that the Consolidated Operating Partnership sold to the December 2001
Joint Venture to a third party. If the Consolidated Operating Partnership
repurchases any of the twenty-two properties that it sold to the December 2001
Joint Venture, the 15% gain deferral will be netted against the basis of the
property purchased (which reduces the basis of the property).
6. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND UNSECURED
LINES OF CREDIT
Mortgage Loans Payable, Net
On March 20, 1996, the Consolidated Operating Partnership, through the
Operating Partnership, entered into a $36,750 mortgage loan (the "CIGNA Loan")
that was collateralized by seven properties in Indianapolis, Indiana and three
properties in Cincinnati, Ohio. The CIGNA Loan bore interest at a fixed interest
rate of 7.50% and provided for monthly principal and interest payments based on
a 25-year amortization schedule. The Consolidated Operating Partnership, through
the Operating Partnership, paid off and retired the CIGNA Loan on October 1,
2002 with no prepayment fee.
On March 20, 1996, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a $6,424 mortgage loan and a $2,993 mortgage loan
(together, the "Assumed Loans") that are collateralized by 12 properties in
Indianapolis, Indiana and one property in Indianapolis, Indiana, respectively.
The Assumed Loans bear interest at a fixed rate of 9.25% and provide for monthly
principal and interest payments based on a 16.75-year amortization schedule. The
Assumed Loans mature on January 1, 2013. The Assumed Loans may be prepaid only
after December 1999 in exchange for the greater of a 1% prepayment fee or a
yield maintenance premium.
On January 31, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, assumed a loan in the amount of $705 (the "LB Loan
II"). The LB Loan II was interest free until February, 1998, at which time the
LB Loan II bore interest at 8.00% and provided for interest only payments prior
to maturity. On June 14, 2002, the Consolidated Operating Partnership, through
the Operating Partnership, paid off and retired the LB Loan II with no
prepayment fee.
On October 23, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, assumed a mortgage loan in the amount of $4,153 (the
"Acquisition Mortgage Loan I"). The Acquisition Mortgage Loan I was
collateralized by a property in Bensenville, Illinois, bore interest at a fixed
rate of 8.50% and provided for monthly principal and interest payments based
upon a 15-year amortization schedule. On May 31, 2001, the Consolidated
Operating Partnership, through the Operating Partnership, paid off and retired
the Acquisition Mortgage Loan I. Due to the retirement of the Acquisition
Mortgage Loan I, the Operating Partnership recorded an extraordinary loss in
2001 of approximately $128 due to a prepayment fee.
On December 9, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, assumed a mortgage loan in the amount of $7,997 (the
"Acquisition Mortgage Loan II"). The Acquisition Mortgage Loan II was
collateralized by ten properties in St. Charles, Louisiana, bore interest at a
fixed rate of 7.75% and provided for monthly principal and interest payments
based upon a 22-year amortization schedule. On June 27, 2001, the Consolidated
Operating Partnership, through the Operating Partnership, paid off and retired
the Acquisition Mortgage Loan II. Due to the retirement of the Acquisition
Mortgage Loan II, the Operating Partnership recorded an extraordinary loss in
2001 of approximately $936 due to a prepayment fee.
F-15
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
6. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND UNSECURED
LINES OF CREDIT, CONTINUED
On December 23, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, assumed a mortgage loan in the amount of $3,598 (the
"Acquisition Mortgage Loan III"). The Acquisition Mortgage Loan III was
collateralized by one property in Houston, Texas, bore interest at a fixed
interest rate of 8.875% and provided for monthly principal and interest payments
based on a 20-year amortization schedule. On December 4, 2002, the Consolidated
Operating Partnership, through the Operating Partnership, paid off and retired
the Acquisition Mortgage Loan III with no prepayment fee.
On April 16, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of $2,525
(the "Acquisition Mortgage Loan IV"). The Acquisition Mortgage Loan IV is
collateralized by one property in Baltimore, Maryland, bears interest at a fixed
rate of 8.95% and provides for monthly principal and interest payments based on
a 20-year amortization schedule. The Acquisition Mortgage Loan IV matures on
October 1, 2006. The Acquisition Mortgage Loan IV may be prepaid only after
October 2001 in exchange for the greater of a 1% prepayment fee or a yield
maintenance premium.
On August 31, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of $965
(the "Acquisition Mortgage Loan VI"). The Acquisition Mortgage Loan VI was
collateralized by one property in Portland, Oregon, bore interest at a fixed
rate of 8.875% and provided for monthly principal and interest payments based on
a 20-year amortization schedule. On July 2, 2002, the Consolidated Operating
Partnership, through the Operating Partnership, paid off and retired the
Acquisition Mortgage Loan VI with no prepayment fee.
On August 31, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of $1,367
(the "Acquisition Mortgage Loan VII"). The Acquisition Mortgage Loan VII was
collateralized by one property in Milwaukee, Oregon, bore interest at a fixed
rate of 9.75% and provided for monthly principal and interest payments based on
a 25-year amortization schedule. On December 3, 2001, the Consolidated Operating
Partnership, through the Operating Partnership, paid off and retired the
Acquisition Mortgage Loan VII with no prepayment fee.
On April 1, 2002, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of $5,814
(the "Acquisition Mortgage Loan VIII"). The Acquisition Mortgage Loan VIII is
collateralized by one property in Rancho Dominguez, California, bears interest
at a fixed rate of 8.26% and provides for monthly principal and interest
payments based on a 22-year amortization schedule. The Acquisition Mortgage Loan
VIII matures on December 1, 2019. The Acquisition Mortgage Loan VIII may be
prepaid only after November 2004 in exchange for the greater of a 1% prepayment
fee or yield maintenance premium.
On April 1, 2002, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of $6,030
(the "Acquisition Mortgage Loan IX"). The Acquisition Mortgage Loan IX is
collateralized by one property in Rancho Dominguez, California, bears interest
at a fixed rate of 8.26% and provides for monthly principal and interest
payments based on a 22-year amortization schedule. The Acquisition Mortgage Loan
IX matures on December 1, 2019. The Acquisition Mortgage Loan IX may be prepaid
only after November 2004 in exchange for the greater of a 1% prepayment fee or
yield maintenance premium.
Senior Unsecured Debt, Net
On May 13, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, issued $150,000 of senior unsecured debt which matures on
May 15, 2007 and bears a coupon interest rate of 7.60% (the "2007 Notes"). The
issue price of the 2007 Notes was 99.965%. Interest is paid semi-annually in
arrears on May 15 and November 15. The Consolidated Operating Partnership,
through the Operating Partnership, also entered into an interest rate protection
agreement which was used to fix the interest rate on the 2007 Notes prior to
issuance. The Consolidated Operating Partnership, through, the Operating
Partnership, settled the interest rate protection agreement for a payment of
approximately $41, which is included in other comprehensive income. The debt
issue discount and the settlement amount of the interest rate protection
agreement are being amortized over the life of the
F-16
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
6. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND UNSECURED
LINES OF CREDIT, CONTINUED
2007 Notes as an adjustment to interest expense. The 2007 Notes contain
certain covenants including limitation on incurrence of debt and debt service
coverage.
On May 13, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, issued $100,000 of senior unsecured debt which matures on
May 15, 2027, and bears a coupon interest rate of 7.15% (the "2027 Notes"). The
issue price of the 2027 Notes was 99.854%. The 2027 Notes were redeemable, at
the option of the holders thereof, on May 15, 2002. The Operating Partnership
received redemption notices from holders representing $84,930 of the 2027 Notes
outstanding. On May 15, 2002, the Consolidated Operating Partnership, through
the Operating Partnership, paid off and retired $84,930 of the 2027 Notes. Due
to the partial pay off of the 2027 Notes, the Consolidated Operating Partnership
has recorded an extraordinary loss in 2002 of approximately $888 comprised of
the amount paid above the carrying amount of the 2027 Notes, the write-off of
the pro rata unamortized deferred financing costs and legal costs. Interest is
paid semi-annually in arrears on May 15 and November 15. The Consolidated
Operating Partnership, through the Operating Partnership, also entered into an
interest rate protection agreement which was used to fix the interest rate on
the 2027 Notes prior to issuance. The Consolidated Operating Partnership,
through the Operating Partnership, settled the interest rate protection
agreement for approximately $597 of proceeds, which is included in other
comprehensive income. The debt issue discount and the settlement amount of the
interest rate protection agreement are being amortized over the life of the 2027
Notes as an adjustment to interest expense. The 2027 Notes contain certain
covenants including limitation on incurrence of debt and debt service coverage.
On May 22, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, issued $100,000 of senior unsecured debt which matures on
May 15, 2011 and bears a coupon interest rate of 7.375% (the "2011 PATS"). The
issue price of the 2011 PATS was 99.348%. Interest is paid semi-annually in
arrears on May 15 and November 15. The 2011 PATS are redeemable, at the option
of the holder thereof, on May 15, 2004 (the "Put Option"). The Consolidated
Operating Partnership received approximately $1,781 of proceeds from the holder
of the 2011 PATS as consideration for the Put Option. The Consolidated Operating
Partnership amortizes the Put Option amount over the life of the Put Option as
an adjustment to interest expense. The Consolidated Operating Partnership,
through the Operating Partnership, also entered into an interest rate protection
agreement which was used to fix the interest rate on the 2011 PATS prior to
issuance. The Consolidated Operating Partnership, through the Operating
Partnership, settled the interest rate protection agreement for a payment of
approximately $90, which is included in other comprehensive income. The debt
issue discount and the settlement amount of the interest rate protection
agreement are being amortized over the life of the 2011 PATS as an adjustment to
interest expense. The 2011 PATS contain certain covenants including limitation
on incurrence of debt and debt service coverage.
On November 20, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, issued $50,000 of senior unsecured debt which matures
on November 21, 2005 and bears a coupon interest rate of 6.90% (the "2005
Notes"). The issue price of the 2005 Notes was 100%. Interest is paid
semi-annually in arrears on May 21 and November 21. The 2005 Notes contain
certain covenants including limitation on incurrence of debt and debt service
coverage.
On December 8, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, issued $150,000 of senior unsecured debt which
matures on December 1, 2006 and bears a coupon interest rate of 7.00% (the "2006
Notes"). The issue price of the 2006 Notes was 100%. Interest is paid
semi-annually in arrears on June 1 and December 1. The Consolidated Operating
Partnership, through the Operating Partnership, also entered into an interest
rate protection agreement which was used to fix the interest rate on the 2006
Notes prior to issuance. The Consolidated Operating Partnership, through the
Operating Partnership, settled the interest rate protection agreement for a
payment of approximately $2,162, which is included in other comprehensive
income. The settlement amount of the interest rate protection agreement is being
amortized over the life of the 2006 Notes as an adjustment to interest expense.
The 2006 Notes contain certain covenants including limitation on incurrence of
debt and debt service coverage.
F-17
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
6. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND UNSECURED
LINES OF CREDIT, CONTINUED
On December 8, 1997, the Consolidated Operating Partnership, through
the Operating Partnership, issued $100,000 of senior unsecured debt which
matures on December 1, 2017 and bears a coupon interest rate of 7.50% (the "2017
Notes"). The issue price of the 2017 Notes was 99.808%. Interest is paid
semi-annually in arrears on June 1 and December 1. The Consolidated Operating
Partnership is amortizing the debt issue discount over the life of the 2017
Notes as an adjustment to interest expense. The 2017 Notes contain certain
covenants including limitation on incurrence of debt and debt service coverage.
On March 31, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, issued $100,000 of Dealer remarketable securities which
were to mature on April 5, 2011 and bore a coupon interest rate of 6.50% (the
"2011 Drs."). The issue price of the 2011 Drs. was 99.753%. The 2011 Drs. were
callable at the option of J.P. Morgan, Inc., as Remarketing Dealer, on April 5,
2001. The Consolidated Operating Partnership received approximately $2,760 of
proceeds from the Remarketing Dealer. The Consolidated Operating Partnership,
through the Operating Partnership, entered into an interest rate protection
agreement which was used to fix the interest rate on the 2011 Drs. prior to
issuance. The Consolidated Operating Partnership, through the Operating
Partnership, settled the interest rate protection agreement for a payment of
approximately $2,565, which is included in other comprehensive income. The
Remarketing Dealer exercised its call option with respect to the 2011 Drs. On
April 5, 2001, the Consolidated Operating Partnership repurchased and retired
the 2011 Drs. from the Remarketing Dealer for approximately $105,565. In
conjunction with the forecasted retirement of the 2011 Drs., the Consolidated
Operating Partnership entered into an interest rate protection agreement which
fixed the retirement price of the 2011 Drs., which it designated as a cash flow
hedge. On April 2, 2001, this interest rate protection agreement was settled for
a payment of approximately $562. Due to the retirement of the 2011 Drs., the
Operating Partnership has recorded an extraordinary loss in 2001 of
approximately $9,245 comprised of the amount paid above the 2011 Drs. carrying
value, the write-off of unamortized deferred financing costs, the write-off of
the unamortized portion of an interest rate protection agreement which was used
to fix the interest rate on the 2011 Drs. prior to issuance, the settlement of
the interest rate protection agreement as discussed above, legal costs and other
expenses.
On July 14, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, issued $200,000 of senior unsecured debt which matures on
July 15, 2028 and bears a coupon interest rate of 7.60% (the "2028 Notes"). The
issue price of the 2028 Notes was 99.882%. Interest is paid semi-annually in
arrears on January 15 and July 15. The Consolidated Operating Partnership,
through the Operating Partnership, also entered into interest rate protection
agreements which were used to fix the interest rate on the 2028 Notes prior to
issuance. The Consolidated Operating Partnership, through the Operating
Partnership, settled the interest rate protection agreements for a payment of
approximately $11,504, which is included in other comprehensive income. The debt
issue discount and the settlement amount of the interest rate protection
agreements are being amortized over the life of the 2028 Notes as an adjustment
to interest expense. The 2028 Notes contain certain covenants including
limitation on incurrence of debt and debt service coverage. Approximately
$50,000 of the 2028 Notes was purchased, through a broker/dealer, by an entity
in which a Director of the Company owns less than a two percent interest.
On March 19, 2001, the Consolidated Operating Partnership, through the
Operating Partnership, issued $200,000 of senior unsecured debt which matures on
March 15, 2011 and bears a coupon interest rate of 7.375% (the "2011 Notes").
The issue price of the 2011 Notes was 99.695%. Interest is paid semi-annually in
arrears on September 15 and March 15. The Consolidated Operating Partnership,
through the Operating Partnership, also entered into an interest rate protection
agreement which was used to fix the interest rate on the 2011 Notes prior to
issuance, which it designated as a cash flow hedge. The Consolidated Operating
Partnership, through the Operating Partnership, settled the interest rate
protection agreement for approximately $371 of proceeds which is included in
other comprehensive income. The debt issue discount and the settlement amount of
the interest rate protection agreement are being amortized over the life of the
2011 Notes as an adjustment to interest expense. The 2011 Notes contain certain
covenants including limitations on incurrence of debt and debt service coverage.
On April 15, 2002, the Consolidated Operating Partnership,
through the Operating Partnership, issued $200,000 of senior unsecured debt
which matures on April 15, 2012 and bears a coupon interest rate of 6.875% (the
"2012 Notes"). The issue price of the 2012 Notes was 99.310%. Interest is paid
semi-annually in arrears on April 15
F-18
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
6. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND UNSECURED
LINES OF CREDIT, CONTINUED
and October 15. The Operating Partnership also entered into interest rate
protection agreements which were used to fix the interest rate on the 2012 Notes
prior to issuance. The Operating Partnership settled the interest rate
protection agreements for approximately $1,772 of proceeds, which is included in
other comprehensive income. The debt issue discount and the settlement amount of
the interest rate protection agreements are being amortized over the life of the
2012 Notes as an adjustment to interest expense. The 2012 Notes contain certain
covenants including limitations on incurrence of debt and debt service coverage.
On April 15, 2002, the Consolidated Operating Partnership, through the
Operating Partnership, issued $50,000 of senior unsecured debt which matures on
April 15, 2032 and bears a coupon interest rate of 7.75% (the "2032 Notes"). The
issue price of the 2032 Notes was 98.660%. Interest is paid semi-annually in
arrears on April 15 and October 15. The debt issue discount is being amortized
over the life of the 2032 Notes as an adjustment to interest expense. The 2032
Notes contain certain covenants including limitations on incurrence of debt and
debt service coverage.
Unsecured Lines of Credit
In December 1997, the Operating Partnership entered into a $300,000
unsecured revolving credit facility (the "1997 Unsecured Line of Credit") which
bore interest at LIBOR plus .80% or a "Corporate Base Rate", at the Operating
Partnership's election, and provided for interest only payments until maturity.
In June 2000, the Operating Partnership amended the 1997 Unsecured Line of
Credit which extended the maturity date to June 30, 2003 and included the right,
subject to certain conditions, to increase the aggregate commitment up to
$400,000 (the "2000 Unsecured Line of Credit"). On September 27, 2002, the
Consolidated Operating Partnership, through the Operating Partnership, amended
and restated the 2000 Unsecured Line of Credit (the "2002 Unsecured Line of
Credit"). The 2002 Unsecured Line of Credit matures on September 30, 2005 and
bears interest at a floating rate of LIBOR plus .70%, or the Prime Rate, at the
Consolidated Operating Partnership's election. The net unamortized deferred
financing costs related to the 2000 Unsecured Line of Credit and any additional
deferred financing costs incurred amending the 2002 Unsecured Line of Credit are
being amortized over the life of the 2002 Unsecured Line of Credit in accordance
with Emerging Issues Task Force Issue 98-14, "Debtor's Accounting for Changes in
Line-of-Credit or Revolving-Debt Arrangements". The 2002 Unsecured Line of
Credit contains certain financial covenants relating to debt service coverage,
market value net worth, dividend payout ratio and total funded indebtedness.
In September 2001, the Consolidated Operating Partnership, through the
Operating Partnership, entered into two interest rate swap agreements (together,
the "2001 Interest Rate Swap Agreements") which fixed the interest rate on a
portion of the Operating Partnership's outstanding borrowings on its unsecured
line of credit. The Consolidated Operating Partnership designated both of these
transactions as cash flow hedges. The first interest rate swap agreement had a
notional value of $25,000, was effective from October 5, 2001 through October 5,
2002 and fixed the LIBOR rate at 2.5775%. The second interest rate swap
agreement has a notional value of $25,000, is effective from October 5, 2001
through July 5, 2003 and fixed the LIBOR rate at 3.0775%. In January 2002 and
August 2002, the Consolidated Operating Partnership, through the Operating
Partnership, entered into two interest rate swap agreements (together, the "2002
Interest Rate Swap Agreements") which fixed the interest rate on a portion of
the Company's unsecured line of credit. The Consolidated Operating Partnership
designated the 2002 Interest Rate Swap Agreements as cash flow hedges. The
January 2002 interest swap agreement has a notional value of $25,000, is
effective from February 4, 2002 through February 4, 2003 and fixed the LIBOR
rate at 2.4975%. The August 2002 interest rate swap agreement has a notional
value of $25,000, is effective from September 5, 2002 through September 5, 2003
and fixed the LIBOR rate at 1.884%. Any payments or receipts from the 2002
Interest Rate Swap Agreements will be treated as a component of interest
expense. The Consolidated Operating Partnership anticipates that the 2001
Interest Rate Swap Agreements and the 2002 Interest Rate Swap Agreements will be
highly effective, and, as a result, the change in value will be shown in other
comprehensive income. The following table discloses information about all of the
Consolidated Operating Partnership's outstanding interest rate swap agreements
(the "Interest Rate Swap Agreements") at December 31, 2002.
Notional Amount Effective Date Maturity Date LIBOR Rate
- --------------- ----------------- ------------------ ----------
$ 25,000 October 5, 2001 July 5, 2003 3.0775%
$ 25,000 February 4, 2002 February 4, 2003 2.4975%
$ 25,000 September 5, 2002 September 5, 2003 1.884%
F-19
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
6. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND UNSECURED LINES
OF CREDIT, CONTINUED
The following table discloses certain information regarding the
Consolidated Operating Partnership's mortgage loans, senior unsecured debt and
unsecured lines of credit:
OUTSTANDING BALANCE AT ACCRUED INTEREST PAYABLE AT INTEREST RATE AT
------------------------------ --------------------------- ----------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, MATURITY
2002 2001 2002 2001 2002 DATE
------------ ------------ ------------ ------------ ---------------- ---------
MORTGAGE LOANS PAYABLE, NET
CIGNA Loan. ................... $ -- $ 33,214 $ -- $ 207 7.500% (6)
Assumed Loans.................. 6,015 6,538 -- -- 9.250% 1/01/13
LB Loan II..................... -- 705 -- 24 8.000% (1)
Acquisition Mortgage Loan III.. -- 3,065 -- -- 8.875% (9)
Acquisition Mortgage Loan IV... 2,215 2,286 17 -- 8.950% 10/01/06
Acquisition Mortgage Loan VI... -- 923 (2) -- 7 8.875% (7)
Acquisition Mortgage Loan VIII 5,733 -- 39 -- 8.260% 12/01/19
Acquisition Mortgage Loan IX... 5,946 -- 41 -- 8.260% 12/01/19
----------- ----------- --------- ---------
Total ......................... $ 19,909 $ 46,731 $ 97 $ 238
=========== =========== ========= =========
SENIOR UNSECURED DEBT, NET
2005 Notes .................... $ 50,000 $ 50,000 $ 383 $ 383 6.900% 11/21/05
2006 Notes .................... 150,000 150,000 875 875 7.000% 12/01/06
2007 Notes .................... 149,977 (3) 149,972 (3) 1,457 1,457 7.600% 5/15/07
2011 PATS ..................... 99,610 (3) 99,563 (3) 942 942 7.375% 5/15/11 (4)
2017 Notes .................... 99,857 (3) 99,847 (3) 625 625 7.500% 12/01/17
2027 Notes .................... 15,052 (3) 99,877 (3) 138 914 7.150% 5/15/27 (5)
2028 Notes .................... 199,799 (3) 199,791 (3) 7,009 7,009 7.600% 7/15/28
2011 Notes .................... 199,502 (3) 199,441 (3) 4,343 4,343 7.375% 3/15/11
2012 Notes .................... 198,717 (3) -- 2,903 -- 6.875% 4/15/12
2032 Notes .................... 49,346 (3) -- 818 -- 7.750% 4/15/32
----------- ----------- --------- ---------
Total ........................ $ 1,211,860 $ 1,048,491 $ 19,493 $ 16,548
=========== =========== ========= =========
UNSECURED LINES OF CREDIT
2000 Unsecured Line of Credit.. $ -- $ 182,500 $ -- $ 571 (8) (8)
=========== =========== ========= =========
2002 Unsecured Line of Credit.. $ 170,300 $ -- $ 415 $ -- 2.88% 9/30/05
=========== =========== ========= =========
(1) On June 14, 2002, The Consolidated Operating Partnership, through the
Operating Partnership, paid off and retired the LB Loan II
(2) At December 31, 2001, the Acquisition Mortgage Loan VI is net of an
unamortized premium of $41.
(3) At December 31, 2002, the 2007 Notes, 2011 PATS, 2017 Notes, 2027 Notes,
2028 Notes, the 2011 Notes, 2012 Notes and the 2032 Notes are net of
unamortized discounts of $23, $390, $143, $18, $201, $498, $1,283 and $654,
respectively. At December 31, 2001, the 2007 Notes, 2011 PATS, 2017 Notes,
2027 Notes, 2028 Notes and the 2011 Notes are net of unamortized discounts
of $28, $437, $153, $123, $209 and $559, respectively.
(4) The 2011 PATS are redeemable at the option of the holder thereof, on May
15, 2004.
(5) The 2027 Notes were redeemable at the option of the holders thereof, on May
15, 2002. The Consolidated Operating Partnership, through the Operating
Partnership, redeemed $84,930 of the 2027 Notes outstanding on May 15,
2002.
(6) The Consolidated Operating Partnership paid off and retired the CIGNA Loan
on October 1, 2002.
(7) On July 2, 2002, the Consolidated Operating Partnership paid off and
retired the Acquisition Mortgage Loan VI.
(8) The 2000 Unsecured Line of Credit was amended and restated in September
2002.
(9) The Consolidated Operating Partnership paid off and retired the Acquisition
Mortgage Loan III on December 4, 2002.
F-20
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
6. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND UNSECURED LINES
OF CREDIT, CONTINUED
Fair Value
At December 31, 2002 and 2001, the fair value of the Consolidated
Operating Partnership's mortgage loans payable, senior unsecured debt, unsecured
lines of credit and Put Option were as follows:
December 31, 2002 December 31, 2001
------------------------------- ------------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
------------------------------- ------------- -------------
Mortgage Loans Payable....................... $ 19,909 $ 23,282 $ 46,731 $ 49,963
Senior Unsecured Debt........................ 1,211,860 1,325,937 1,048,491 1,041,955
Unsecured Line of Credit (variable rate)..... 95,300 95,300 132,500 132,500
Unsecured Line of Credit (fixed rate)........ 75,000 75,357 50,000 50,231
Put Option................................... 350 16,480 604 6,290
------------ ------------ ------------- ------------
Total........................................ $ 1,402,419 $ 1,536,356 $ 1,278,326 $ 1,280,939
============ ============ ============= ============
The fair values of the 2005 Notes, 2006 Notes and 2032 Notes were
determined by quoted market prices. The fair values of the Consolidated
Operating Partnerships remaining senior unsecured debt, mortgage loans payable,
the fixed rate portion of the unsecured line of credit and Put Option were
determined by discounting the future cash flows using the current rates at which
similar loans would be made to borrowers with similar credit ratings and for the
same remaining maturities. The fair value of the variable rate portion of the
unsecured line of credit was not materially different than its carrying value
due to the variable interest rate nature of the loan.
Other Comprehensive Income
In conjunction with the prior issuances of senior unsecured debt, the
Consolidated Operating Partnership, through the Operating Partnership, entered
into interest rate protection agreements to fix the interest rate on anticipated
offerings of senior unsecured debt (the "Interest Rate Protection Agreements").
In the next 12 months, the Consolidated Operating Partnership will amortize
approximately $204 of the Interest Rate Protection Agreements into net income as
an increase to interest expense.
The following is a roll forward of the accumulated other comprehensive
income balance relating to the Consolidated Operating Partnership's derivative
transactions:
Balance at December 31, 2001................................. $ (12,381)
Settlement of Interest Rate Protection Agreements....... 1,772
Mark-to-Market of Interest Rate Swap Agreements......... (126)
Amortization of Interest Rate Protection Agreements..... 176
----------
Balance at December 31, 2002................................. $ (10,559)
==========
The following is a schedule of the stated maturities and scheduled
principal payments of the mortgage loans, senior unsecured debt and unsecured
line of credit for the next five years ending December 31, and thereafter:
Amount
-------------
2003.................. $ 932
2004.................. 1,010
2005.................. 221,404
2006.................. 153,022
2007.................. 151,197
Thereafter............ 877,714
------------
Total................. $ 1,405,279
============
F-21
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
7. PARTNERS' CAPITAL
The Operating Partnership has issued general partnership units and
limited partnership units (together, the "Units") and preferred general
partnership units. The general partnership units resulted from capital
contributions from the Company. The limited partnership units are issued in
conjunction with the acquisition of certain properties (See discussion below).
Subject to lock-up periods and certain adjustments, limited partnership units
are convertible into common stock, par value $.01, of the Company on a
one-for-one basis or cash at the option of the Company. The preferred general
partnership units result from preferred capital contributions from the Company.
The preferred general partnership units have an aggregate liquidation priority
of $250,000 as of December 31, 2002 and $350,000 as of December 31, 2001. The
Operating Partnership is required to make all required distributions on the
preferred general partnership units prior to any distribution of cash or assets
to the holders of the Units. The consent of the holder of the preferred general
partnership units is required to alter such holder's rights as to allocations
and distributions, to alter or modify such holder's rights with respect to
redemption, to cause the early termination of the Operating Partnership, or to
amend the provisions of the partnership agreement which requires such consent.
Unit Contributions:
For the year ended December 31, 2002, the Operating Partnership issued
18,203 Units valued, in the aggregate, at $633 in exchange for interests in
certain properties. These contributions are reflected in the Consolidated
Operating Partnership's financial statements as limited partner contributions.
For the year ended December 31, 2001, the Operating Partnership issued
44,579 Units valued, in the aggregate, at $1,491 in exchange for interests in
certain properties. These contributions are reflected in the Consolidated
Operating Partnership's financial statements as limited partner contributions.
For the year ended December 31, 2000, the Operating Partnership issued
114,715 Units valued, in the aggregate, at $3,474 in exchange for interests in
certain properties. These contributions are reflected in the Consolidated
Operating Partnership's financial statements as limited partner contributions.
For the year ended December 31, 2002, certain employees of the Company
exercised 561,418 non-qualified employee stock options. Gross proceeds to the
Company approximated $15,895. The gross proceeds from the option exercises were
contributed to the Operating Partnership in exchange for Units and are reflected
in the Consolidated Operating Partnership's financial statements as a general
partner contribution.
For the year ended December 31, 2001, certain employees of the Company
exercised 717,836 non-qualified employee stock options. Gross proceeds to the
Company approximated $18,521. The gross proceeds from the option exercises were
contributed to the Operating Partnership in exchange for Units and are reflected
in the Consolidated Operating Partnership's financial statements as a general
partner contribution.
For the year ended December 31, 2000, certain employees of the Company
exercised 518,550 non-qualified employee stock options. Gross proceeds to the
Company approximated $12,478. The gross proceeds from the option exercises were
contributed to the Operating Partnership in exchange for Units and are reflected
in the Consolidated Operating Partnership's financial statements as a general
partner contribution.
Preferred Contributions:
On May 14, 1997 the Company issued 4,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 8 3/4%, $.01 par value, Series
B Cumulative Preferred Stock (the "Series B Preferred Stock"), at an initial
offering price of $25 per Depositary Share. The net proceeds of approximately
$96,292 received from the Series B Preferred Stock were contributed to the
Operating Partnership in exchange for 8 3/4% Series B Cumulative Preferred Units
(the "Series B Preferred Units"). On or after May 14, 2002, the Series B
Preferred Stock became redeemable for cash at the option of the Company, in
whole or in part, at a redemption price equivalent to $25 per Depositary
Share, or $100,000 in the aggregate, plus dividends accrued and unpaid to the
redemption date. On April 12, 2002,
F-22
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
7. PARTNERS' CAPITAL, CONTINUED
the Company called for the redemption of all of its outstanding Series B
Preferred Stock at the price of $25 per share, plus accrued and unpaid
dividends. The Company redeemed the Series B Preferred Stock on May 14, 2002 and
paid a prorated second quarter dividend of $.26736 per Depositary Share,
totaling approximately $1,069. The Series B Cumulative Preferred Units were
redeemed on May 14, 2002 as well.
On June 6, 1997, the Company issued 2,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 8 5/8%, $.01 par value, Series
C Cumulative Preferred Stock (the "Series C Preferred Stock"), at an initial
offering price of $25 per Depositary Share. The net proceeds of $47,997 received
from the Series C Preferred Stock were contributed to the Operating Partnership
in exchange for 8 5/8% Series C Cumulative Preferred Units (the "Series C
Preferred Units") and are reflected in the Consolidated Operating Partnership's
financial statements as a general partner preferred unit contribution.
On February 4, 1998, the Company issued 5,000,000 Depositary Shares,
each representing 1/100th of a share of the Company's 7.95%, $.01 par value,
Series D Cumulative Preferred Stock (the "Series D Preferred Stock"), at an
initial offering price of $25 per Depositary Share. The net proceeds of $120,562
received from the Series D Preferred Stock were contributed to the Operating
Partnership in exchange for 7.95% Series D Cumulative Preferred Units (the
"Series D Preferred Units") and are reflected in the Consolidated Operating
Partnership's financial statements as a general partner preferred unit
contribution.
On March 18, 1998, the Company issued 3,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 7.90%, $.01 par value, Series E
Cumulative Preferred Stock (the "Series E Preferred Stock"), at an initial
offering price of $25 per Depositary Share. The net proceeds of $72,138 received
from the Series E Preferred Stock were contributed to the Operating Partnership
in exchange for 7.90% Series E Cumulative Preferred Units (the "Series E
Preferred Units") and are reflected in the Consolidated Operating Partnership's
financial statements as a general partner preferred unit contribution.
Distributions:
On January 22, 2002, the Operating Partnership paid a fourth quarter
2001 distribution of $.6800 per Unit, totaling approximately $31,196. On April
22, 2002, the Operating Partnership paid a first quarter 2002 distribution of
$.6800 per Unit, totaling approximately $31,453. On July 22, 2002, the Operating
Partnership paid a second quarter 2002 distribution of $.6800 per Unit, totaling
approximately $31,607. On October 21, 2002, the Operating Partnership paid a
third quarter 2002 distribution of $.6800 per Unit, totaling approximately
$31,620.
On April 1, 2002, the Operating Partnership paid first quarter
distributions of $54.688 per unit on its Series B Preferred Units, $53.906 per
Unit on its Series C Preferred Units, $49.687 per unit on its Series D Preferred
Units and $49.375 per unit on its Series E Preferred Units. The preferred unit
distributions paid on April 1, 2002, totaled approximately $7,231. On May 14,
2002, the Operating Partnership paid a prorated second quarter distribution of
$26.736 per unit, totaling approximately $1,069 on its Series B Preferred Units.
On July 1, 2002, September 30, 2002 and December 31, 2002 the Operating
Partnership paid second, third and fourth quarter distributions of $53.906 per
unit on its Series C Preferred Units, $49.687 per unit on its Series D Preferred
Units and $49.375 per unit on its Series E Preferred Units. The preferred unit
distributions paid on July 1, 2002, September 30, 2002 and December 31, 2002
totaled approximately $5,044, respectively.
Repurchase of Units:
In March 2000, the Company's Board of Directors approved the repurchase
of up to $100,000 of the Company's common stock. The Company may make purchases
from time to time, if price levels warrant, in the open market or in privately
negotiated transactions. During the year ended December 31, 2002, the Company
repurchased 1,091,500 shares of its common stock at a weighted average price of
approximately $27.02 per share. During the year ended December 31, 2001, the
Company repurchased 1,003,300 shares of its common stock at a weighted average
price of approximately $28.30 per share. The Operating Partnership repurchased
general
F-23
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
7. PARTNERS' CAPITAL, CONTINUED
partnership units from the Company in the same amount. During the year ended
December 31, 2000, the Company repurchased 394,300 shares of its common stock at
a weighted average price of approximately $29.67 per share. The Operating
Partnership repurchased general partnership units from the Company in the same
amount.
8. ACQUISITION AND DEVELOPMENT OF REAL ESTATE
In 2002, the Consolidated Operating Partnership acquired 67 in-service
industrial properties comprising, in the aggregate, approximately 4.2 million
square feet (unaudited) of GLA and several land parcels for a total purchase
price of approximately $181,553, excluding costs incurred in conjunction with
the acquisition of the properties. Twenty-one of the 67 industrial properties
acquired, comprising approximately .6 million square feet (unaudited) of GLA,
were acquired from the September 1998 Joint Venture for an aggregate purchase
price of approximately $19,340. Eight of the 67 industrial properties acquired,
comprising approximately .2 million square feet (unaudited) of GLA, were
acquired from the September 1999 Joint Venture for an aggregate purchase price
of approximately $13,000. The Consolidated Operating Partnership also completed
the development of 17 properties comprising approximately 3.2 million square
feet (unaudited) of GLA at a cost of approximately $116,806.
In 2001, the Consolidated Operating Partnership acquired 70 properties
comprising approximately 3.8 million square feet (unaudited) of GLA and several
land parcels for a total purchase price of approximately $204,609. Two of the 70
industrial properties acquired, comprising approximately .1 million square feet
(unaudited) of GLA, were acquired from the September 1998 Joint Venture for an
aggregate purchase price of approximately $5,845. The Consolidated Operating
Partnership also completed the development of six properties comprising
approximately .9 million square feet (unaudited) of GLA at a cost of
approximately $39,639.
In 2000, the Consolidated Operating Partnership acquired 82 in-service
industrial properties and one industrial property under redevelopment
comprising, in the aggregate, approximately 5.6 million square feet (unaudited)
of GLA and several land parcels for a total purchase price of approximately
$314,307 and completed the development of 20 properties and one redevelopment
comprising approximately 3.6 million square feet (unaudited) of GLA at a cost of
approximately $125,794.
9. SALE OF REAL ESTATE AND REAL ESTATE HELD FOR SALE
In 2002, the Consolidated Operating Partnership sold 69 industrial
properties comprising approximately 5.8 million square feet (unaudited) of GLA
that were not classified as held for sale at December 31, 2001, 12 properties
comprising approximately .9 million square feet (unaudited) of GLA that were
classified as held for sale at December 31, 2001, 15 properties comprising
approximately 2.3 (unaudited) million square feet of GLA that were sold to the
December 2001 Joint Venture and several land parcels. Gross proceeds from these
sales were approximately $386,101. The gain on sale of real estate was
approximately $49,848, of which $33,439 is shown in discontinued operations. In
accordance with FAS 144, the results of operations and gain on sale of real
estate for the 69 of the 96 sold properties that were not identified as held for
sale at December 31, 2001, are included in discontinued operations.
In 2001, the Consolidated Operating Partnership, through the Operating
Partnership, sold 124 industrial properties and several land parcels. The
aggregate gross sales price of these sales totaled approximately $317,618. The
Consolidated Operating Partnership also recognized gains in 2001 on prior period
sales that were previously deferred. The gain on sales totaled approximately
$42,942.
In 2000, the Consolidated Operating Partnership, through the Operating
Partnership, sold 105 industrial properties and several land parcels. The
aggregate gross sales price of these sales totaled approximately $404,046. The
gain on sales totaled approximately $25,430.
F-24
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
9. SALE OF REAL ESTATE AND REAL ESTATE HELD FOR SALE, CONTINUED
In conjunction with certain property sales, the Consolidated Operating
Partnership provided seller financing on behalf of certain buyers. At December
31, 2002, the Consolidated Operating Partnership had mortgage notes receivable
outstanding of approximately $29,103, which is included as a component of
prepaid expenses and other assets. At December 31, 2001, the Consolidated
Operating Partnership had a mortgage note receivable outstanding of
approximately $500, which is included as a component of prepaid expenses and
other assets.
At December 31, 2002, the Consolidated Operating Partnership had four
industrial properties comprising approximately .3 million square feet
(unaudited) of GLA held for sale. Net carrying value of the industrial
properties held for sale at December 31, 2002 is approximately $7,040. In
accordance with FAS 144, the results of operations of the four properties
identified as held for sale during 2002 are included in discontinued operations.
There can be no assurance that such properties held for sale will be sold.
The following table discloses certain information regarding the four
industrial properties held for sale by the Consolidated Operating Partnership.
YEAR ENDED
----------------------------------------------------
2002 2001 2000
--------- ------------- -------------
Total Revenues.................... $ 1,891 $ 1,972 $ 1,682
Operating Expenses................ (719) (696) (603)
Depreciation and Amortization..... (220) (223) (197)
-------- ------------ ------------
Income from Operations............ $ 952 $ 1,053 $ 882
======== ============ ============
In connection with the Consolidated Operating Partnership's periodic
review of the carrying values of its properties and due to the continuing
softness of the economy in certain of its markets and indications of current
market values for comparable properties, the Consolidated Operating Partnership
determined in the fourth quarter of 2001 that an impairment valuation in the
amount of approximately $6,490 should be recorded for certain properties located
in the Columbus, Ohio and Des Moines, Iowa markets.
In the fourth quarter of 2000, the Consolidated Operating Partnership
recognized a valuation provision on real estate of approximately $2,169 relating
to properties located in Grand Rapids, Michigan. The fair value was determined
by a quoted market price less transaction costs.
F-25
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
10. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS
Supplemental disclosure of cash flow information:
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2002 2001 2000
--------------- -------------- ---------------
Interest paid, net of capitalized interest.. $ 84,791 $ 76,835 $ 80,171
=============== ============== ===============
Interest capitalized........................ $ 7,792 $ 9,950 $ 5,203
=============== ============== ===============
Supplemental schedule of noncash investing and
financing activities:
Distribution payable on units............... $ 31,106 $ 31,196 $ 30,281
=============== ============== ===============
Distribution payable on preferred units..... $ -- $ -- $ 7,231
=============== ============== ===============
Issuance of Units in exchange for property.. $ 633 $ 1,491 $ 3,474
=============== ============== ===============
Exchange of Limited partnership units
for General partnership units:
Limited partnership units................ $ 4,616 $ (7,797) $ (5,706)
General partnership units................ (4,616) 7,797 5,706
--------------- -------------- ---------------
$ -- $ -- $ --
=============== ============== ===============
In conjunction with the property and land
acquisitions, the following liabilities were
assumed:
Purchase of real estate..................... $ 181,553 $ 204,609 $ 314,307
Accounts payable and accrued expenses....... (2,140) (2,044) (3,820)
Mortgage Debt............................... (11,844) -- --
--------------- -------------- ---------------
$ 167,569 $ 202,565 $ 310,487
=============== ============== ===============
In conjunction with certain property sales, the
Operating Partnership provided seller financing
on behalf of certain buyers:
Notes receivable............................ $ 35,462 $ -- $ 7,749
=============== ============== ===============
F-26
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
11. EARNINGS PER UNIT
The computation of basic and diluted EPU is presented below:
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2002 2001 2000
-------------- -------------- --------------
Numerator:
Income from Continuing Operations............................... $ 95,272 $ 137,832 $ 121,241
Less: Preferred Distributions................................... (23,432) (28,924) (28,924)
----------- ----------- -----------
Income from Continuing Operations Available to Unitholders
Before Extraordinary Loss For Basic and Diluted EPU......... 71,840 108,908 92,317
Discontinued Operations......................................... 42,034 10,440 8,575
----------- ----------- -----------
Net Income Available to Unitholders Before Extraordinary
Loss For Basic and Diluted EPU............................... 113,874 119,348 100,892
Extraordinary Loss.............................................. (888) (10,309) --
----------- ----------- -----------
Net Income Available to Unitholders............................. $ 112,986 $ 109,039 $ 100,892
=========== =========== ===========
Denominator:
Weighted Average Units - Basic.................................. 46,165,083 46,381,774 45,928,359
Effect of Dilutive Securities:
Employee and Director Common Stock Options of
the Company that Result in the Issuance of General
Partnership Units............................................ 201,868 278,527 256,069
----------- ----------- -----------
Weighted Average Units Outstanding - Diluted.................... 46,366,951 46,660,301 46,184,428
=========== =========== ===========
Basic EPU:
Income from Continuing Operations Available to Unitholders
Before Extraordinary Loss.................................... $ 1.56 $ 2.35 $ 2.01
=========== =========== ===========
Discontinued Operations......................................... $ .91 $ .23 $ .19
=========== =========== ===========
Net Income Available to Unitholders Before Extraordinary
Loss......................................................... $ 2.47 $ 2.57 $ 2.20
=========== =========== ===========
Extraordinary Loss.............................................. $ (.02) $ (.22) $ --
=========== =========== ===========
Net Income Available to Unitholders............................. $ 2.45 $ 2.35 $ 2.20
=========== =========== ===========
Diluted EPU:
Income from Continuing Operations Available to Unitholders
Before Extraordinary Loss.................................... $ 1.55 $ 2.33 $ 2.00
=========== =========== ===========
Discontinued Operations......................................... $ .91 $ .22 $ .19
=========== =========== =============
Net Income Available to Unitholders Before Extraordinary
Loss......................................................... $ 2.46 $ 2.56 $ 2.18
=========== =========== ============
Extraordinary Loss.............................................. $ (.02) $ (.22) $ --
=========== =========== ============
Net Income Available to Unitholders............................. $ 2.44 $ 2.34 $ 2.18
=========== =========== ============
12. FUTURE RENTAL REVENUES
The Consolidated Operating Partnership's properties are leased to
tenants under net and semi-net operating leases. Minimum lease payments
receivable, excluding tenant reimbursements of expenses, under noncancelable
operating leases in effect as of December 31, 2002 are approximately as follows:
2003 $ 214,848
2004 162,403
2005 114,916
2006 76,493
2007 50,827
Thereafter 81,176
----------
Total $ 700,663
==========
From January 1, 2003 to March 7, 2003, the Consolidated Operating
Partnership acquired or completed development of two industrial properties for a
total estimated investment of approximately $26,650. The Consolidated Operating
Partnership also sold five industrial properties and one land parcel for
approximately $11,793 of gross proceeds.
F-27
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
13. EMPLOYEE BENEFIT PLANS
The Company maintains three stock incentive plans, (the "Stock
Incentive Plans"), which are administered by the Compensation Committee of the
Board of Directors of the Company. There are approximately 10.0 million shares
reserved under the Stock Incentive Plans. Only officers and other employees of
the Company and its affiliates generally are eligible to participate in the
Stock Incentive Plans. However, independent Directors of the Company have
received automatic annual grants of options to purchase 10,000 shares at a per
share exercise price equal to the fair market value of a share on the date of
grant.
The Stock Incentive Plans authorize (i) the grant of stock options that
qualify as incentive stock options under Section 422 of the Code, (ii) the grant
of stock options that do not so qualify, (iii) restricted stock awards, (iv)
performance share awards and (v) dividend equivalent rights. The exercise price
of stock options is determined by the Compensation Committee. Special provisions
apply to awards granted under the Stock Incentive Plans in the event of a change
in control in the Company. As of December 31, 2002, stock options and restricted
stock covering 4.0 million shares were outstanding and 3.6 million shares were
available under the Stock Incentive Plans. The outstanding stock options
generally vest over one to three year periods and have lives of ten years. Stock
option transactions are summarized as follows:
Weighted Average
Exercise Price per Exercise Price per
Share Share Share
------------------ ------------------- --------------------
Outstanding at December 31, 1999............... 2,776,267 $27.04 $ 18.25-$31.13
Granted..................................... 937,250 $27.34 $ 27.13-$30.00
Exercised or Converted...................... (605,550) $24.58 $ 18.25-$31.13
Expired or Terminated....................... (84,500) $28.63 $ 25.13-$31.13
-------------
Outstanding at December 31, 2000 3,023,467 $27.61 $ 18.25-$31.13
Granted..................................... 1,030,900 $32.98 $ 31.05-$33.125
Exercised................................... (717,836) $25.99 $ 20.25-$31.125
Expired or Terminated....................... (387,086) $30.13 $ 21.125-$33.125
-------------
Outstanding at December 31, 2001............... 2,949,445 $29.55 $ 18.25-$33.125
Granted..................................... 945,600 $30.72 $ 30.53-$33.15
Exercised................................... (561,418) $28.32 $ 22.75-$33.125
Expired or Terminated....................... $30.52 $ 25.125-$33.125
(190,992)
-------------
Outstanding at December 31, 2002............... 3,142,635 $30.06 $ 18.25-$33.15
=============
The following table summarizes currently outstanding and exercisable
options as of December 31, 2002:
Options Outstanding Options Exercisable
----------------------------------------------------------- ---------------------------------------
Weighted
Average Weighted Weighted
Number Remaining Average Number Average
Range of Exercise Price Outstanding Contractual Life Exercise Price Exercisable Exercise Price
- ------------------------ ---------------- ------------------ --------------- ---------------- ------------------
$18.25-$27.69 782,352 5.88 $25.61 658,098 $25.31
$30.00-$33.15 2,360,283 7.73 $31.54 944,763 $31.43
F-28
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
13. EMPLOYEE BENEFIT PLANS, CONTINUED
In September 1994, the Board of Directors approved and the Company
adopted a 401(k)/Profit Sharing Plan. Under the Company's 401(k)/Profit Sharing
Plan, all eligible employees may participate by making voluntary contributions.
The Company may make, but is not required to make, matching contributions. For
the years ended December 31, 2002, 2001 and 2000, the Company, through the
Operating Partnership, made matching contributions of approximately $99, $220
and $211, respectively. In March 1996, the Board of Directors approved and the
Company adopted a Deferred Income Plan. At December 31, 2002, 1,118,233 units
were outstanding.
During 2002, the Company awarded 90,260 shares of restricted Common
Stock to certain employees and 3,720 shares of restricted Common Stock to
certain Directors. The Operating Partnership issued Units to the Company in the
same amount. These restricted shares of Common Stock had a fair value of
approximately $3,232 on the date of grant. The restricted Common Stock vests
over a period from one to ten years. Compensation expense will be charged to
earnings in the Operating Partnership's consolidated statements of operations
over the vesting period.
During 2001, the Company awarded 94,450 shares of restricted Common
Stock to certain employees and 3,699 shares of restricted Common Stock to
certain Directors. These restricted shares of Common Stock had a fair value of
approximately $3,133 on the date of grant. The restricted Common Stock vests
over a period from one to ten years. Compensation expense will be charged to
earnings in the Operating Partnership's consolidated statements of operations
over the vesting period.
During 2000, the Company awarded 355,139 shares of restricted Common
Stock to certain employees and 3,663 shares of restricted Common Stock to
certain Directors. Other employees of the Company converted certain in-the-money
employee stock options to 14,903 shares of restricted Common Stock. The
Operating Partnership issued Units to the Company in the same amount. These
restricted shares of Common Stock had a fair value of approximately $9,689 on
the date of grant. The restricted Common Stock vests over a period from one to
ten years. Compensation expense will be charged to earnings in the Operating
Partnership's consolidated statements of operations over the vesting period.
14. RELATED PARTY TRANSACTIONS
The Consolidated Operating Partnership periodically engages in
transactions for which CB Richard Ellis, Inc. acts as a broker. A relative of
one of the Company's officers/Directors is an employee of CB Richard Ellis, Inc.
For the years ended December 31, 2002, 2001 and 2000, this relative received
brokerage commissions in the amount of $51, $17, and $60, respectively, from the
Consolidated Operating Partnership.
The Consolidated Operating Partnership periodically utilizes consulting
services from the private consulting firm of one of the Company's Directors. For
the years ended December 31, 2002 and 2001, the Consolidated Operating
Partnership paid no fees to this entity. For the year ended December 31, 2000,
the Consolidated Operating Partnership paid approximately $5 of fees to this
entity.
In January and February 2001, First Industrial Development Services,
Inc. ("FRDS") purchased all of the voting and non-voting shares (a total of
25,790 shares) of FRDS held by certain executive officers of the Company for
approximately $1.3 million, in connection with FRDS' election to become a
wholly-owned taxable REIT subsidiary of the Company. At the time of the
transaction, these executive officers had equity interests in FRDS totaling
2.76%. The conversion of FRDS to a wholly-owned taxable REIT subsidiary of the
Company will not have a material impact on the financial position or results of
operations of the Consolidated Operating Partnership.
On November 19, 1998, the Consolidated Operating Partnership, through
the Operating Partnership, sold two industrial properties to two limited
partnerships, Roosevelt Glen Corporate Center ("Roosevelt") and Hartford Center
Investment Company ("Hartford"), for a total consideration of approximately
$8,341. An entity in which one of the shareholders is the Chairman of the Board
of Directors ("TSIC") has a 11.638% general partner interest in Roosevelt. TSIC
has a 12.39% general partner interest in Hartford. On December 4, 1998, the
Consolidated Operating Partnership, through the Operating Partnership, sold one
industrial property to Eastgate Shopping Center Investment Co. ("Eastgate"), a
limited partnership, for a total consideration of approximately $2,521. TSIC has
a
F-29
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
14. RELATED PARTY TRANSACTIONS, CONTINUED
12.972% general partner interest in Eastgate. In each case, the purchaser had
the option of selling the properties back to the Operating Partnership and the
Operating Partnership had the option of buying the properties back from the
purchaser for a stipulated period of time. In January 2000, the purchasers
exercised their options to sell the properties back to the Operating
Partnership. Due to the existence and exercise of the options mentioned above,
the sales were not recognized.
15. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Consolidated Operating
Partnership is involved in legal actions arising from the ownership of its
properties. In management's opinion, the liabilities, if any, that may
ultimately result from such legal actions are not expected to have a materially
adverse effect on the consolidated financial position, operations or liquidity
of the Consolidated Operating Partnership.
Thirteen properties have leases granting the tenants options to
purchase the property. Such options are exercisable at various times and at
appraised fair market value or at a fixed purchase price generally in excess of
the Consolidated Operating Partnership's depreciated cost of the asset. The
Consolidated Operating Partnership has no notice of any exercise of any tenant
purchase option.
The Consolidated Operating Partnership has committed to the
construction of 31 industrial properties totaling approximately 2.8 million
square feet (unaudited) of GLA. The estimated total construction costs are
approximately $155.9 million (unaudited). Of this amount, approximately $26.2
million remains to be funded. These developments are expected to be funded with
proceeds from the sale of select properties, cash flows from operations and
borrowings under the Consolidated Operating Partnership's 2002 Unsecured Line of
Credit. The Consolidated Operating Partnership expects to place in service all
of the development projects during the next twelve months. There can be no
assurance that the Consolidated Operating Partnership will place these projects
in service during the next twelve months or that the actual completion cost will
not exceed the estimated completion cost stated above.
At December 31, 2002, the Consolidated Operating Partnership, through
the Operating Partnership had 11 letters of credit outstanding in the aggregate
amount of $5,713. These letters of credit expire between March 2003 and August
2004.
16. SUBSEQUENT EVENTS (UNAUDITED)
On January 27, 2003, the Operating Partnership paid a fourth quarter
2002 distribution of $.6850 per Unit, totaling approximately $31,106.
On March 5, 2003, the Operating Partnership declared a first quarter
2003 distribution of $.6850 per Unit which is payable on April 21, 2003. The
Operating Partnership also declared first quarter 2003 distributions of $53.906
per unit, $49.687 per unit and $49.375 per unit on its Series C Preferred Units,
Series D Preferred Units and Series E Preferred Units, respectively, totaling,
in the aggregate, approximately $5,044, which is payable on March 31, 2003.
From January 1, 2003 to March 7, 2003, the Company awarded 1,073 shares
of restricted common stock to certain Directors. These shares of restricted
common stock had a fair value of approximately $31 on the date of grant. The
Consolidated Operating Partnership, through the Operating Partnership, issued
Units to the Company in the same amount. The restricted common stock vests over
ten years. Compensation expense will be charged to earnings in the Operating
Partnership's consolidated statements of operations over the respective vesting
period.
F-30
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
16. SUBSEQUENT EVENTS (UNAUDITED), CONTINUED
From January 1, 2003 to March 7, 2003, the Company repurchased 37,300
shares of it's common stock at a weighted average price of approximately $26.73
per share. The Operating Partnership repurchased general partnership units from
the Company in the same amount.
17. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following table summarizes quarterly financial information of the
Consolidated Operating Partnership. The first, second and third fiscal quarters
of 2002 and all fiscal quarters in 2001 have been restated in accordance with
FAS 144. As a result, income from continuing operations and income from
discontinued operations in this table will not agree to the income from
continuing operations and income from discontinued operations presented in prior
financial statements filed with the Securities and Exchange Commission.
F-31
FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
17. QUARTERLY FINANCIAL INFORMATION (UNAUDITED), CONTINUED
YEAR ENDED DECEMBER 31, 2002
--------------------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
----------- ------------- -------------- --------------
Total Revenues.................................................. $ 70,556 $ 73,001 $ 72,981 $ 73,498
Equity In Income of Other Real Estate Partnerships.............. 15,395 17,668 7,182 12,793
Equity In Income (Loss) of Joint Ventures....................... 222 354 559 (672)
Gain on Sale of Real Estate..................................... 5,339 4,495 8,175 (1,600)
Income from Continuing Operations............................... 30,115 28,718 23,362 13,077
Income from Discontinued Operations............................. 4,631 7,019 8,838 21,546
Extraordinary Loss.............................................. -- (888) -- --
Net Income...................................................... 34,746 34,849 32,200 34,623
Preferred Unit Distributions.................................... (7,231) (6,113) (5,044) (5,044)
----------- ------------ ------------- -------------
Net Income Available to Unitholders............................. $ 27,515 $ 28,736 $ 27,156 $ 29,579
=========== ============ ============= =============
Earnings Per Unit:
Income from Continuing Operations Available to Unitholders
Before Extraordinary Loss per Weighted Average Unit
Outstanding:
Basic........................... $ 0.50 $ 0.49 $ 0.39 $ 0.18
=========== ============ ============= =============
Diluted......................... $ 0.50 $ 0.49 $ 0.39 $ 0.17
=========== ============ ============= =============
Net Income Available to Unitholders Before Extraordinary Loss
per Weighted Average Unit Outstanding:
Basic........................... $ 0.60 $ 0.64 $ 0.58 $ 0.64
=========== ============ ============= =============
Diluted......................... $ 0.60 $ 0.64 $ 0.58 $ 0.64
=========== ============ ============= =============
Net Income Available to Unitholders per Weighted Average
Unit Outstanding:
Basic........................... $ 0.60 $ 0.62 $ 0.58 $ 0.64
=========== ============ ============= =============
Diluted......................... $ 0.60 $ 0.62 $ 0.58 $ 0.64
=========== ============ ============= =============
YEAR ENDED DECEMBER 31, 2001
---------------------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
------------ ------------- -------------- ---------------
Total Revenues.................................................. $ 79,421 $ 76,316 $ 73,060 $ 74,505
Equity In Income of Other Real Estate Partnerships.............. 9,295 14,693 14,718 9,243
Equity In Income (Loss) of Joint Ventures....................... 186 250 315 (1,542)
Gain on Sale of Real Estate..................................... 11,919 9,693 12,131 9,199
Income from Continuing Operations............................... 36,769 39,643 42,164 19,256
Income from Discontinued Operations............................. 2,608 2,716 3,108 2,008
Extraordinary Loss.............................................. -- (10,309) -- --
Net Income...................................................... 39,377 32,050 45,272 21,264
Preferred Unit Distributions.................................... (7,231) (7,231) (7,231) (7,231)
----------- ------------ ------------- --------------
Net Income Available to Unitholders............................. $ 32,146 $ 24,819 $ 38,041 $ 14,033
=========== ============ ============= ==============
Earnings Per Unit:
Income from Continuing Operations Available to Unitholders
Before Extraordinary Loss per Weighted Average Unit
Outstanding:
Basic........................... $ 0.64 $ 0.70 $ 0.75 $ 0.26
=========== ============ ============= ==============
Diluted......................... $ 0.63 $ 0.69 $ 0.74 $ 0.26
=========== ============ ============= ==============
Net Income Available to Unitholders Before Extraordinary Loss
per Weighted Average Unit Outstanding:
=========== ============ ============= ==============
Basic........................... $ 0.70 $ 0.75 $ 0.81 $ 0.30
=========== ============ ============= ==============
Diluted......................... $ 0.69 $ 0.75 $ 0.81 $ 0.30
=========== ============ ============= ==============
Net Income Available to Unitholders per Weighted Average
Unit Outstanding:
Basic........................... $ 0.70 $ 0.53 $ 0.81 $ 0.30
=========== ============ ============= ==============
Diluted......................... $ 0.69 $ 0.53 $ 0.81 $ 0.30
=========== ============ ============= ==============
F-32
OTHER REAL ESTATE PARTNERSHIPS
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
PAGE
----
FINANCIAL STATEMENTS
Report of Independent Accountants............................................... F-34
Combined Balance Sheets of the Other Real Estate Partnerships as of December 31,
2002 and 2001................................................................... F-35
Combined Statements of Operations of the Other Real Estate Partnerships for the
Years Ended December 31, 2002, 2001 and 2000.................................... F-36
Combined Statements of Changes in Partners' Capital of the Other Real Estate
Partnerships for the Years Ended December 31, 2002, 2001 and 2000............... F-37
Combined Statements of Cash Flows of the Other Real Estate Partnerships for the
Years Ended December 31, 2002, 2001 and 2000.................................... F-38
Notes to Combined Financial Statements.......................................... F-39
F-33
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
the Other Real Estate Partnerships
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, of changes in partners' capital and of cash
flows present fairly, in all material respects, the financial position of the
Other Real Estate Partnerships at December 31, 2002 and 2001, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2002, in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Other Real Estate Partnerships' management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
As discussed in Note 3 to the consolidated financial statements, on January 1,
2002, the Other Real Estate Partnerships adopted the provisions of Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets".
PricewaterhouseCoopers LLP
Chicago, Illinois
February 11, 2003
F-34
OTHER REAL ESTATE PARTNERSHIPS
COMBINED BALANCE SHEETS
(Dollars in thousands)
December 31, December 31,
2002 2001
---------------- ----------------
ASSETS
Assets:
Investment in Real Estate:
Land.................................................... $ 52,055 $ 53,103
Buildings and Improvements.............................. 327,526 336,556
Furniture, Fixtures and Equipment....................... 84 84
Construction in Progress................................ -- 13,288
Less: Accumulated Depreciation.......................... (47,113) (47,527)
------------- -------------
Net Investment in Real Estate........................ 332,552 355,504
Real Estate Held for Sale, Net of Accumulated Depreciation
and Amortization of $116 at December 31, 2001........... -- 2,048
Cash and Cash Equivalents.................................. 2,316 1,650
Restricted Cash............................................ 2,768 16,370
Tenant Accounts Receivable, Net............................ 1,055 1,811
Deferred Rent Receivable................................... 1,512 3,302
Deferred Financing Costs, Net.............................. 1,478 1,544
Prepaid Expenses and Other Assets, Net..................... 93,655 47,966
------------- -------------
Total Assets.......................................... $ 435,336 $ 430,195
============= =============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable, Net................................ $ 40,080 $ 40,728
Accounts Payable and Accrued Expenses...................... 10,140 4,017
Rents Received in Advance and Security Deposits............ 3,986 3,794
------------- -------------
Total Liabilities............................... 54,206 48,539
------------- -------------
Commitments and Contingencies................................. -- --
Partners' Capital 381,130 381,656
------------- -------------
Total Liabilities and Partners' Capital............... $ 435,336 $ 430,195
============= =============
The accompanying notes are an integral part of the financial statements.
F-35
OTHER REAL ESTATE PARTNERSHIPS
COMBINED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2002 2001 2000
--------------- ------------ --------------
Revenues:
Rental Income.............................................. $ 43,586 $ 37,273 $ 36,959
Tenant Recoveries and Other Income......................... 12,850 10,538 11,221
------------- ------------ ------------
Total Revenues....................................... 56,436 47,811 48,180
------------- ------------ ------------
Expenses:
Real Estate Taxes.......................................... 6,703 5,861 5,585
Repairs and Maintenance.................................... 2,155 1,653 1,229
Property Management........................................ 1,785 1,500 1,398
Utilities.................................................. 1,633 1,140 1,539
Insurance.................................................. 436 259 162
Other...................................................... 1,492 3,441 2,983
Interest................................................... 2,948 3,739 3,040
Amortization of Deferred Financing Costs................... 67 67 67
Depreciation and Other Amortization........................ 10,825 8,407 9,170
Valuation Provision on Real Estate......................... -- 3,010 731
------------- ------------ ------------
Total Expenses........................................ 28,044 29,077 25,904
------------- ------------ ------------
Income from Continuing Operations Before Gain on Sale of
Real Estate................................................ 28,392 18,734 22,276
Gain on Sale of Real Estate................................... 67 21,405 3,852
------------- ------------ ------------
Income from Continuing Operations............................. 28,459 40,139 26,128
Income from Discontinued Operations (Including Gain on Sale
of Real Estate of $21,218 for the Year Ended December 31,
2002)...................................................... 25,028 9,323 11,116
------------- ------------ ------------
Net Income.................................................... $ 53,487 $ 49,462 $ 37,244
============= ============ ============
The accompanying notes are an integral part of the financial statements.
F-36
COMBINED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(DOLLARS IN THOUSANDS)
Total
-----------
Balance at December 31, 1999.......... $ 394,950
Contributions...................... 95,425
Distributions...................... (140,384)
Net Income......................... 37,244
----------
Balance at December 31, 1999.......... $ 387,235
----------
Contributions...................... 164,960
Distributions...................... (178,706)
Redemption of Preferred Partnership
Interest........................ (41,295)
Net Income......................... 49,462
----------
Balance at December 31, 2000.......... $ 381,656
----------
Contributions...................... 104,473
Distributions...................... (158,486)
Net Income......................... 53,487
----------
Balance at December 31, 2001.......... $ 381,130
==========
The accompanying notes are an integral part of the financial statements.
F-37
OTHER REAL ESTATE PARTNERSHIPS
COMBINED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
Year Ended Year Ended Year Ended
December 31, 2002 December 31, 2001 December 31, 2000
----------------- ----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income............................................... $ 53,487 $ 49,462 $ 37,244
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation.......................................... 10,763 11,321 10,344
Amortization of Deferred Financing Costs.............. 67 67 67
Other Amortization.................................... 1,309 1,236 1,053
Valuation Provision on Real Estate.................... -- 3,010 731
Gain on Sale of Real Estate........................... (21,285) (21,405) (3,866)
Increase in Tenant Accounts Receivable and
Prepaid Expenses and Other Assets, Net............. (4,926) (13,802) (4,299)
Decrease (Increase) in Deferred Rent Receivable...... 628 (231) (644)
Increase (Decrease) in Accounts Payable and Accrued
Expenses and Rents Received in Advance and Security
Deposits........................................... 5,373 (16,954) 8,583
(Increase) Decrease in Restricted Cash................ (102) (1,452) 406
------------ ------------ ------------
Net Cash Provided by Operating Activities.......... 45,314 11,252 49,619
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of and Additions to Investment in Real Estate (47,269) (769) (33,200)
Net Proceeds from Sales of Investment in Real Estate.. 43,608 51,943 28,000
Repayment of Mortgage Loans Receivable................ 13,599 6,865 2,764
Decrease (Increase) in Restricted Cash................ 13,704 (13,730) (169)
------------ ------------ ------------
Net Cash Provided by (Used in) Investing Activities 23,642 44,309 (2,605)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions......................................... 104,473 185,514 95,425
Distributions......................................... (158,486) (199,260) (140,384)
Repayments on Mortgage Loans Payable.................. (608) (566) (520)
Redemption of Preferred Units......................... --- (41,295) ---
Purchase of U.S. Government Securities................ (13,669) (1,123) (1,244)
------------ ------------ ------------
Net Cash Used in Financing Activities.............. (68,290) (56,730) (46,723)
------------ ------------ ------------
Net Increase (Decrease) in Cash and Cash Equivalents.. 666 (1,169) 291
Cash and Cash Equivalents, Beginning of Period........ 1,650 2,819 2,528
------------ ------------ ------------
Cash and Cash Equivalents, End of Period.............. $ 2,316 $ 1,650 $ 2,819
============ ============ ============
The accompanying notes are an integral part of the financial statements.
F-38
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
1. ORGANIZATION AND FORMATION OF PARTNERSHIPS
First Industrial, L.P. (the "Operating Partnership") was organized as a
limited partnership in the state of Delaware on November 23, 1993. The sole
general partner is First Industrial Realty Trust, Inc. (the "Company") with an
approximate 85.0% ownership interest at December 31, 2002. The Company is a real
estate investment trust ("REIT") as defined in the Internal Revenue Code. The
Company's operations are conducted primarily through the Operating Partnership.
The limited partners of the Operating Partnership own, in the aggregate,
approximately a 15.0% interest in the Operating Partnership at December 31,
2002.
The Operating Partnership owns at least a 99% limited partnership interest
in First Industrial Financing Partnership, L.P. (the "Financing Partnership"),
First Industrial Securities, L.P. (the "Securities Partnership"), First
Industrial Mortgage Partnership, L.P (the "Mortgage Partnership"), First
Industrial Pennsylvania, L.P. (the "Pennsylvania Partnership"), First Industrial
Harrisburg, L.P. (the "Harrisburg Partnership"), First Industrial Indianapolis,
L.P. (the "Indianapolis Partnership"), TK-SV, LTD. and FI Development Services,
L.P. (together, the "Other Real Estate Partnerships").
The general partners of the Other Real Estate Partnerships are separate
corporations, each with at least a .01% general partnership interest in the
Other Real Estate Partnerships for which it acts as a general partner. Each
general partner of the Other Real Estate Partnerships is a wholly-owned
subsidiary of the Company.
On a combined basis, as of December 31, 2002, the Other Real Estate
partnerships owned 110 in-service industrial properties, containing an aggregate
of approximately 10.1 million square feet (unaudited) of GLA. Of the 110
industrial properties owned by the Other Real Estate Partnerships at December
31, 2002, 16 are held by the Mortgage Partnership, 45 are held by the
Pennsylvania Partnership, 16 are held by the Securities Partnership, 19 are held
by the Financing Partnership, eight are held by the Harrisburg Partnership, five
are held by the Indianapolis Partnership and one is held by TK-SV, LTD.
Profits, losses and distributions of the Other Real Estate Partnerships are
allocated to the general partner and the limited partners in accordance with the
provisions contained within its restated and amended partnership agreement.
F-39
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
2. BASIS OF PRESENTATION
The combined financial statements of the Other Real Estate Partnerships at
December 31, 2002 and 2001 and for each of the years ended December 31, 2002,
2001 and 2000 include the accounts and operating results of the Other Real
Estate Partnerships on a combined basis.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In order to conform with generally accepted accounting principles,
management, in preparation of the Other Real Estate Partnerships' financial
statements, is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities as of December 31, 2002 and 2001, and the reported amounts of
revenues and expenses for each of the years ended December 31, 2002, 2001 and
2000. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include all cash and liquid investments with an
initial maturity of three months or less. The carrying amount approximates fair
value due to the short maturity of these investments.
Investment in Real Estate and Depreciation
Purchase accounting has been applied when ownership interests in properties
were acquired for cash. The historical cost basis of properties has been carried
over when certain ownership interests were exchanged for Operating Partnership
units on July 1, 1994, and purchase accounting has been used for all other
properties that were subsequently acquired for Operating Partnership units.
Investment in Real Estate is carried at cost. The Other Real Estate
Partnerships reviews its properties on a quarterly basis for impairment and
provides a provision if impairments are found. To determine if impairment may
exist, the Other Real Estate Partnerships reviews its properties and identifies
those that have had either an event of change or event of circumstances
warranting further assessment of recoverability (such as a decrease in
occupancy). If further assessment of recoverability is needed, the Other Real
Estate Partnerships estimates the future net cash flows expected to result from
the use of the property and its eventual disposition, on an individual property
basis. If the sum of the expected future net cash flows (undiscounted and
without interest charges) is less than the carrying amount of the property, on
an individual property basis, the Other Real Estate Partnerships will recognize
an impairment loss based upon the estimated fair value of such property. For
properties management considers held for sale, the Other Real Estate
Partnerships ceases depreciating the properties and values the properties at the
lower of depreciated cost or fair value, less costs to dispose. If circumstances
arise that were previously considered unlikely, and as a result, the Other Real
Estate Partnerships decides not to sell a property previously classified as held
for sale, the Other Real Estate Partnerships will classify such property as held
and used. Such property is measured at the lower of its carrying amount
(adjusted for any depreciation and amortization expense that would have been
recognized had the property been continuously classified as held and used) or
fair value at the date of the subsequent decision not to sell. Properties held
for sale at December 31, 2002 represent properties in which the Company has an
executed contract to sell.
F-40
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Interest expense, real estate taxes, compensation costs of development
personnel and other directly related expenses incurred during construction
periods are capitalized and depreciated commencing with the date placed in
service, on the same basis as the related assets. Depreciation expense is
computed using the straight-line method based on the following useful lives:
Years
-----
Buildings and Improvements........................... 31.5 to 40
Land Improvements.................................... 15
Furniture, Fixtures and Equipment.................... 5 to 10
Construction expenditures for tenant improvements, leasehold improvements
and leasing commissions (inclusive of compensation costs of leasing personnel)
are capitalized and amortized over the terms of each specific lease. Repairs and
maintenance are charged to expense when incurred. Expenditures for improvements
are capitalized.
Deferred Financing Costs
Deferred financing costs include fees and costs incurred to obtain
long-term financing. These fees and costs are being amortized over the terms of
the respective loans. Accumulated amortization of deferred financing costs was
$449 and $383 at December 31, 2002 and 2001, respectively. Unamortized deferred
financing costs are written-off when debt is retired before the maturity date.
Revenue Recognition
Rental income is recognized on a straight-line method under which
contractual rent increases are recognized evenly over the lease term. Tenant
recovery income includes payments from tenants for taxes, insurance and other
property operating expenses and is recognized as revenues in the same period the
related expenses are incurred by the Other Real Estate Partnerships.
The Other Real Estate Partnerships provide an allowance for doubtful
accounts against the portion of tenant accounts receivable which is estimated to
be uncollectible. Accounts receivable in the combined balance sheets are shown
net of an allowance for doubtful accounts of $343 as of December 31, 2002 and
December 31, 2001. For accounts receivable the Other Real Estate Partnerships
deem uncollectible, the Other Real Estate Partnerships uses the direct write-off
method.
Gain on Sale of Real Estate
Gain on sale of real estate is recognized using the full accrual method.
Gains relating to transactions which do not meet the full accrual method of
accounting are deferred and recognized when the full accrual method of
accounting criteria are met or by using the installment or deposit methods of
profit recognition, as appropriate in the circumstances. As the assets are sold,
their costs and related accumulated depreciation are removed from the accounts
with resulting gains or losses reflected in net income or loss. Estimated future
costs to be incurred by the Other Real Estate Partnerships after completion of
each sale are included in the determination of the gains on sales.
F-41
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Income Taxes
In accordance with partnership taxation, each of the partners are responsible
for reporting their share of taxable income or loss. The Other Real Estate
Partnerships are subject to certain state and local income, excise and franchise
taxes. The provision for such state and local taxes has been reflected in
general and administrative expense in the statement of operations and has not
been separately stated due to its insignificance.
Fair Value of Financial Instruments
The Other Real Estate Partnerships' financial instruments include
short-term investments, tenant accounts receivable, net, mortgage notes
receivable, accounts payable, other accrued expenses and mortgage loans payable.
The fair values of the short-term investments, tenant accounts receivable, net,
mortgage notes receivable, accounts payable and other accrued expenses were not
materially different from their carrying or contract values. See Note 4 for the
fair values of the mortgage loans payable.
Discontinued Operations
On January 1, 2002, the Other Real Estate Partnerships adopted the
Financial Accounting Standards Board's ("FASB") Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long
Lived Assets" ("FAS 144"). FAS 144 addresses financial accounting and reporting
for the disposal of long lived assets. FAS 144 requires that the results of
operations and gains or losses on the sale of property sold subsequent to
December 31, 2001 that were not classified as held for sale at December 31, 2001
as well as the results of operations from properties that were classified as
held for sale subsequent to December 31, 2001 be presented in discontinued
operations if both of the following criteria are met: (a) the operations and
cash flows of the property have been (or will be) eliminated from the ongoing
operations of the Other Real Estate Partnerships as a result of the disposal
transaction and (b) the Other Real Estate Partnerships will not have any
significant continuing involvement in the operations of the property after the
disposal transaction. FAS 144 also requires prior period results of operations
for these properties to be restated and presented in discontinued operations in
prior consolidated statements of operations.
Segment Reporting
Management views the Other Real Estate Partnerships as a single segment.
Recent Accounting Pronouncements
In April 2002, the FASB issued Financial Accounting Standards No. 145,
"Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13, and Technical Corrections" ("FAS 145"). FAS 145 rescinds both Statement
of Financial Accounting Standards No. 4, "Reporting Gains and Losses from
Extinguishment of Debt" ("FAS 4"), and the amendment to FAS 4, Statement of
Financial Accounting Standards No. 64, "Extinguishments of Debt Made to Satisfy
Sinking-Fund Requirements". FAS 145 eliminates the requirement that gains and
losses from the extinguishment of debt be aggregated and, if material,
classified as an extraordinary item, net of the related income tax effect,
unless the criteria in Accounting Principles Board Opinion No. 30, "Reporting
the Results of Operations- Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" are met. FAS 145 is effective for fiscal years beginning after May
15, 2002. In January of 2003, the Other Real Estate Partnerships paid off and
retired the 1995 Mortgage Loan (hereinafter defined). As this pay off and
retirement was prior to the stated maturity date of the 1995 Mortgage Loan
F-42
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
(hereinafter defined), the Company wrote off unamortized deferred financing
costs in the amount of approximately $1.5 million. Prior to the issuance of FAS
145, this write off would have been characterized as extraordinary. Under FAS
145, it is not considered extraordinary, but instead part of continuing
operations. For financial statements issued in 2003 and after, prior period
extraordinary losses due to debt extinguishment will be reclassified as part of
continuing operations. The Other Real Estate Partnerships believe that FAS 145
will not have an impact on its consolidated financial position or liquidity.
In June 2002, the FASB issued Financial Accounting Standards No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities" ("FAS 146").
FAS 146 requires that a liability for a cost associated with an exit or disposal
activity be recognized and measured initially at its fair value in the period in
which the liability is incurred. FAS 146 applies to costs associated with an
exit or disposal activity including, but not limited to, costs to terminate a
contract that is not a capital lease, costs to consolidate facilities or
relocate employees and certain one-time termination benefits provided to current
employees that are involuntarily terminated. FAS 146 is effective for exit or
disposal activities initiated after December 31, 2002. The Other Real Estate
Partnerships do not expect FAS 146 to have a material effect on its consolidated
financial position, liquidity, or results of operations.
In November 2002, the FASB issued Financial Accounting Standards
Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45").
FIN 45 addresses disclosures to be made by a guarantor in its interim and annual
financial statements about its obligations under guarantees. FIN 45 clarifies
that a guarantor is required to recognize, at the inception of the guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. In addition, FIN 45 requires footnote disclosure of certain other
information pertaining to guarantees. FIN 45 generally applies to contracts or
indemnification agreements that contingently require the guarantor to make
payments to the guaranteed party based on changes in an underlying variable that
is related to an asset, liability, or an equity security of the guaranteed
party, contracts that contingently require the guarantor to make payments to the
guaranteed party based on another entity's failure to perform under an
obligation agreement, and, in some cases, indirect guarantees of the
indebtedness of others. The disclosure requirements of FIN 45 are effective for
financial statements of interim or annual periods ending after December 15,
2002. The initial recognition and initial measurement provisions are applicable
on a prospective basis to guarantees issued or modified after December 31, 2002.
The Other Real Estate Partnerships has adopted the disclosure requirements of
FIN 45 as of December 15, 2002 and does not expect the recognition requirements,
which are to be applied on a prospective basis to guarantees issued or modified
after December 31, 2002, to have a material impact on the Other Real Estate
Partnership's financial position, liquidity, or results of operations.
In December 2002, the FASB issued Financial Accounting Standards No. 148,
"Accounting for Stock-Based Compensation-Transition and Disclosure" ("FAS 148").
FAS 148 amends Financial Accounting Standards No. 123, "Accounting for Stock
Based Compensation" ("FAS 123"). FAS 148 provides alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, FAS 148 amends the
disclosure requirements of FAS 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. FAS 148 is effective for financial statements for fiscal years ending
after December 15, 2002. The Other Real Estate Partnerships is adopting FAS 123,
as amended by FAS 148, beginning January 1, 2003 using the Prospective Method of
transition as described in FAS 148. The Other Real Estate Partnerships do not
expect FAS 148 to have a material effect on its consolidated financial position,
liquidity, or results of operations.
In January 2003, the FASB issued Financial Accounting Standards
Interpretation No. 46, "Consolidation of Variable Interest Entities- an
interpretation of ARB No. 51" ("FIN 46"). FIN 46 addresses consolidation by
business enterprises of special purpose entities ("SPEs") to which the usual
condition for consolidation described in Accounting Research Bulletin No. 51
does not apply because the SPEs have no voting interests or otherwise are not
subject to control through ownership of voting interests. For Variable Interest
Entities created before February 1,
F-43
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
2003, the provisions of FIN 46 are effective no later than the beginning of the
first interim or annual reporting period that starts after June 15, 2003. For
Variable Interest Entities created after January 31, 2003, the provisions of FIN
46 are effective immediately. The Other Real Estate Partnerships are currently
assessing the impact of FIN 46 on its consolidated financial position,
liquidity, and results of operations.
Reclassification
Certain 2001 and 2000 items have been reclassified to conform to the 2002
presentation.
4. MORTGAGE LOANS PAYABLE, NET
On December 29, 1995 the Other Real Estate Partnerships, through the
Mortgage Partnership, borrowed $40,200 under a mortgage loan (the "1995 Mortgage
Loan"). In June 2000, the Other Real Estate Partnerships purchased approximately
$1.2 million of U.S. Government securities as substitute collateral to execute a
legal defeasance of approximately $1.2 million of the 1995 Mortgage Loan. In
March 2001, the Other Real Estate Partnerships purchased approximately $1.1
million of U.S. Government securities as substitute collateral to execute a
legal defeasance of approximately $1.1 million of the 1995 Mortgage Loan. In
January 2002, the Other Real Estate Partnerships purchased approximately $.8
million of U.S. Government securities as substitute collateral to execute a
legal defeasance of approximately $.8 million of the 1995 Mortgage Loan. In June
2002, the Other Real Estate Partnerships purchased approximately $1.9 million of
U.S. Government securities as substitute collateral to execute a legal
defeasance of approximately $1.9 million of the 1995 Mortgage Loan. In December
2002, the Other Real Estate Partnerships purchased approximately $11.1 million
of U.S. Government securities as substitute collateral to execute a legal
defeasance of approximately $11.1 million of the 1995 Mortgage Loan. The terms
of these legal defeasances require the Mortgage Partnership to use the gross
proceeds from the maturities of the U.S. Government securities to paydown and
subsequently retire the defeased portion of the 1995 Mortgage Loan in January
2003. Upon the execution of these legal defeasances, seven properties
collateralizing the 1995 Mortgage Loan were released and subsequently sold. The
Other Real Estate Partnerships is carrying the defeased portions of the 1995
Mortgage Loan on its balance sheet until it pays down and retires the defeased
portions of the 1995 Mortgage Loan in January 2003. The 1995 Mortgage Loan
provided for monthly principal and interest payments based on a 28-year
amortization schedule and was to mature on January 11, 2026. The interest rate
under the 1995 Mortgage Loan was fixed at 7.22% per annum through January 11,
2003. After January 11, 2003, the interest rate was to adjust through a
predetermined formula based on the applicable Treasury rate. At December 31,
2002, the 1995 Mortgage Loan was collateralized by 16 properties held by the
Mortgage Partnership. On January 13, 2003, the Other Real Estate Partnerships,
through the Mortgage Partnership, paid off and retired the 1995 Mortgage Loan.
Under the terms of the 1995 Mortgage Loan, certain cash reserves were
required to be and have been set aside for payments of tenant security deposit
refunds, payments of capital expenditures, interest, real estate taxes,
insurance and re-leasing costs. The amount of cash reserves segregated for
security deposits was adjusted as tenants turn over. The amounts included in the
cash reserves relating to payments of capital expenditures, interest, real
estate taxes and insurance was determined by the lender and approximated the
next periodic payment of such items. The amount included in the cash reserves
relating to re-leasing costs resulted from a deposit of a lease termination fee
that was to be used to cover costs of re-leasing that space. At December 31,
2002 and 2001, these reserves totaled $2,768 and $2,640, respectively, and are
included in restricted cash. Such cash reserves were invested in a money market
fund at December 31, 2002. The maturity of these investments is one day;
accordingly, cost approximates fair value. On January 13, 2003, the Other Real
Estate Partnerships, through the Mortgage Partnership, paid off and retired the
1995 Mortgage Loan at which time such cash reserves were released to the Other
Real Estate Partnerships.
F-44
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
4. MORTGAGE LOANS PAYABLE, NET, CONTINUED
On July 16, 1998, the Other Real Estate Partnerships, through TK-SV, LTD.,
assumed a mortgage loan in the principal amount of $2,566 (the "Acquisition
Mortgage Loan V"). The Acquisition Mortgage Loan V is collateralized by one
property in Tampa, Florida, bears interest at a fixed rate of 9.01% and provides
for monthly principal and interest payments based on a 30-year amortization
schedule. The Acquisition Mortgage Loan V matures on September 1, 2006. The
Acquisition Mortgage Loan V may be prepaid only after August 2002 in exchange
for the greater of a 1% prepayment fee or a yield maintenance premium.
The following table discloses certain information regarding the Other Real
Estate Partnerships' mortgage loans:
OUTSTANDING BALANCE AT ACCRUED INTEREST PAYABLE AT INTEREST RATE AT
---------------------- --------------------------- ----------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, MATURITY
2002 2001 2002 2001 2002 DATE
------------ ------------ ------------ ------------ -------------- ----------
MORTGAGE LOANS PAYABLE
1995 Mortgage Loan........... $ 37,482 (1) $ 38,063 (1) $ 158 $ 160 7.22% 1/11/26
Acquisition Mortgage Loan V.. 2,598 (2) 2,665 (2) 18 - 9.01% 9/01/06
----------- ----------- --------- ----------
Total........................ $ 40,080 $ 40,728 $ 176 $ 160
=========== =========== ========= ==========
(1) The entire loan was paid off and retired on January 2003.
(2) At December 31, 2002 and 2001, the Acquisition Mortgage Loan V is net of
unamortized premiums of $143 and $180, respectively.
Fair Value:
At December 31, 2002 and 2001, the fair value of the Other Real Estate
Partnerships' mortgage loans payable were as follows:
December 31, 2002 December 31, 2001
-------------------------------- ----------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
------------ ----------- ------------ ------------
Mortgage Loans Payable..... $ 40,080 $ 40,069 $ 40,728 $ 41,317
------------- ----------- ---------- ------------
Total...................... $ 40,080 $ 40,069 $ 40,728 $ 41,317
============= =========== ========== ============
The fair value of the Other Real Estate Partnerships' mortgage loans
payable were determined by discounting the future cash flows using the current
rates at which similar loans would be made to borrowers with similar credit
ratings and for the same remaining maturities.
The following is a schedule of maturities of the mortgage loans for the
next four years ending December 31, and thereafter:
Amount
-----------
2003.................. $ 37,514
2004.................. 34
2005.................. 37
2006 ................. 2,352
-----------
Total................. $ 39,937
===========
The Other Real Estate Partnerships, through the Mortgage Partnership, paid
off and retired the 1995 Mortgage Loan on January 13, 2003. As a result, the
1995 Mortgage Loan is shown as maturing in 2003.
F-45
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
5. STOCKHOLDERS' EQUITY
Preferred Stock
In 1995, the Company issued 1,650,000 shares of 9.5%, $ .01 par value,
Series A Cumulative Preferred Stock (the "Series A Preferred Stock") at an
initial offering price of $25 per share. The Other Real Estate Partnerships
issued a preferred limited partnership interest to the Company in the same
amount. On or after November 17, 2000, the Series A Preferred Stock became
redeemable for cash at the option of the Company, in whole or in part, at $25
per share, or $41,250 in the aggregate, plus dividends accrued and unpaid to the
redemption date. On March 9, 2001, the Company called for the redemption of all
of the outstanding Series A Preferred Stock at the price of $25 per share, plus
accrued and unpaid dividends. The Other Real Estate Partnerships redeemed their
preferred limited partnership interest with the Company on April 9, 2001 and
paid a prorated second quarter dividend of $.05872 per share, totaling
approximately $97.
6. ACQUISITION AND DEVELOPMENT OF REAL ESTATE
In 2002, the Other Real Estate Partnerships acquired 23 in-service
industrial properties comprising, in the aggregate, approximately 1.4 million
square feet (unaudited) of GLA and several land parcels for a total purchase
price of approximately $57,855, excluding costs incurred in conjunction with the
acquisition of the properties.
In 2001, the Other Real Estate Partnerships acquired nine in-service
industrial properties comprising approximately .6 million square feet
(unaudited) of GLA for a total purchase price of approximately $22,905 and
completed the development of one property comprising approximately .2 million
square feet (unaudited) of GLA at a cost of approximately $8,352.
In 2000, the Other Real Estate Partnerships acquired one in-service
industrial property comprising approximately .2 million square feet (unaudited)
of GLA and several land parcels for a total purchase price of approximately
$9,222 and completed the development of six properties and one redevelopment
comprising approximately .5 million square feet (unaudited) of GLA at a cost of
approximately $22,160.
7. SALE OF REAL ESTATE AND REAL ESTATE HELD FOR SALE
In 2002, the Other Real Estate Partnerships sold 17 industrial properties
comprising approximately 2.8 million square feet (unaudited) of GLA that were
not classified as held for sale at December 31, 2001, one property comprising
approximately .1 million square feet (unaudited) of GLA that was sold to the
December 2001 Joint Venture, one land parcel and assigned to third parties the
right to purchase certain properties. Gross proceeds from these sales were
approximately $87,410. The gain on sale of real estate was approximately
$21,285, of which $21,218 is shown in discontinued operations. In accordance
with FAS 144, the results of operations and gain on sale of real estate for the
17 of the 18 sold properties that were not identified as held for sale at
December 31, 2001 and the gain associated with the assignment to third parties
of the right to purchase certain properties are included in discontinued
operations.
In 2001, the Other Real Estate Partnerships sold eight in-service
properties and several parcels of land. Gross proceeds from these sales totaled
approximately $69,321. The gain on sales totaled approximately $21,405.
In 2000, the Other Real Estate Partnerships sold four in-service properties
and several parcels of land. Gross proceeds from these sales totaled
approximately $29,667. The gain on sales totaled approximately $3,866.
F-46
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
7. SALE OF REAL ESTATE AND REAL ESTATE HELD FOR SALE, CONTINUED
In conjunction with certain property sales, the Other Real Estate
Partnerships provides seller financing on behalf of certain buyers. At December
31, 2002, the Other Real Estate Partnerships had mortgage notes receivable
outstanding of approximately $55,572, which is included as a component of
prepaid expenses and other assets. At December 31, 2001, the Other Real Estate
Partnerships had mortgage notes receivable outstanding of approximately $26,743,
which is included as a component of prepaid expenses and other costs.
At December 31, 2002, the Other Real Estate Partnerships had no properties
held for sale.
In connection with the Other Real Estate Partnerships' periodic review of
the carrying values of its properties and due to the continuing softness of the
economy in certain of its markets and indications of current market values for
comparable properties, the Other Real Estate Partnerships determined in 2001
that an impairment valuation in the amount of approximately $3,010 should be
recorded for certain properties located in the Des Moines, Iowa and
Indianapolis, Indiana markets.
In 2000, the Other Real Estate Partnerships recognized a valuation
provision on real estate held for sale of approximately $731 relating to
properties located in Grand Rapids, Michigan. The fair value was determined by a
quoted market price less transaction costs.
8. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS
Supplemental disclosure of cash flow information:
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2002 2001 2000
------------ ------------- --------------
Interest paid................ $ 2,932 $ 3,742 $ 3,042
============ ============= ==============
In conjunction with the property and land acquisitions, the following
liabilities were assumed:
Purchase of real estate...... $ 57,855 $ 22,905 $ 9,222
Accounts payable and accrued
Expenses.................. (364) (109) --
------------ ------------- --------------
$ 57,491 $ 22,796 $ 9,222
============ ============= ==============
In conjunction with certain property sales, the Other Real Estate
Partnerships provided seller financing on behalf of certain buyers:
Notes Receivable.......... $ 42,765 $ -- $ --
============ ============= ==============
9. FUTURE RENTAL REVENUES
The Other Real Estate Partnerships' properties are leased to tenants under
net and semi-net operating leases. Minimum lease payments receivable, excluding
tenant reimbursements of expenses, under noncancelable operating leases in
effect as of December 31, 2002 are approximately as follows:
2003 $ 27,235
2004 18,892
2005 12,202
2006 8,024
2007 5,534
Thereafter 8,245
-----------
Total $ 80,132
===========
F-47
OTHER REAL ESTATE PARTNERSHIPS
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
10. RELATED PARTY TRANSACTIONS
Periodically, the Other Real Estate Partnerships utilizes real estate
brokerage services from CB Richard Ellis, Inc., for which a relative of one of
the Company's officers/Directors is an employee. For the year ended December 31,
2002, this relative received brokerage commissions in the amount of $23 from the
Other Real Estate Partnerships.
11. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Other Real Estate Partnerships are
involved in legal actions arising from the ownership of its properties. In
management's opinion, the liabilities, if any, that may ultimately result from
such legal actions are not expected to have a materially adverse effect on the
combined financial position, operations or liquidity of the Other Real Estate
Partnerships.
Two properties have leases granting the tenants options to purchase the
property. Such options are exercisable at various times and at appraised fair
market value or at a fixed purchase price generally in excess of the Other Real
Estate Partnerships' depreciated cost of the asset. The Other Real Estate
Partnerships have no notice of any exercise of any tenant purchase option.
12. SUBSEQUENT EVENTS (UNAUDITED)
On January 13, 2003, the Other Real Estate Partnerships, through the
Mortgage Partnership, paid off and retired the 1995 Mortgage Loan.
During the period January 1, 2003 through March 7, 2003, the Other Real
Estate Partnerships sold one industrial property and one land parcel for
approximately $3,930 of gross proceeds during this period.
F-48
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
First Industrial, L.P.
Our audits of the consolidated financial statements referred to in our report
dated February 11, 2003 of First Industrial, L.P. which report and consolidated
financial statements are included in this Annual Report on Form 10-K also
included an audit of the financial statement schedule listed in the Index to
Financial Statements and Financial Statement Schedule on page F-1 of this Form
10-K. In our opinion, this financial statement schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Chicago, Illinois
February 11, 2003
S-1
CONSOLIDATED OPERATING PARTNERSHIP
SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2002
(DOLLARS IN THOUSANDS)
COSTS
CAPITALIZED
SUBSEQUENT TO
ACQUISITION OR
(b) COMPLETION
INITIAL COST AND VALUATION
LOCATION (a) ------------------- PROVISION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS --------------
ATLANTA
1650 GA Highway 155 McDonough, GA 788 4,544 344
14101 Industrial Park Boulevard Covington, GA 285 1,658 541
801-804 Blacklawn Road Conyers, GA 361 2,095 714
1665 Dogwood Drive Conyers, GA 635 3,662 234
1715 Dogwood Drive Conyers, GA 288 1,675 245
11235 Harland Drive Covington, GA 125 739 70
4050 Southmeadow Parkway Atlanta, GA 401 2,813 211
4051 Southmeadow Parkway Atlanta, GA 726 4,130 1,057
4071 Southmeadow Parkway Atlanta, GA 750 4,460 886
3312 N. Berkeley Lake Road Duluth, GA 2,937 16,644 1,807
370 Great Southwest Parkway (g) Atlanta, GA 527 2,984 588
955 Cobb Place Kennesaw, GA 780 4,420 242
2084 Lake Industrial Court Conyers, GA 662 - 4,764
220 Greenwood Court McDonough, GA 2,015 - 8,820
1255 Oakbrook Drive Norcross, GA 195 1,107 41
1256 Oakbrook Drive Norcross, GA 336 1,907 172
1265 Oakbrook Drive Norcross, GA 307 1,742 130
1266 Oakbrook Drive Norcross, GA 234 1,326 26
1275 Oakbrook Drive Norcross, GA 400 2,269 53
1280 Oakbrook Drive Norcross, GA 281 1,592 133
1300 Oakbrook Drive Norcross, GA 420 2,381 31
1325 Oakbrook Drive Norcross, GA 332 1,879 123
1351 Oakbrook Drive Norcross, GA 370 2,099 53
1346 Oakbrook Drive Norcross, GA 740 4,192 47
1412 Oakbrook Drive Norcross, GA 313 1,776 45
BALTIMORE
3431 Benson Baltimore, MD 553 3,062 112
1801 Portal Baltimore, MD 251 1,387 176
1811 Portal Baltimore, MD 327 1,811 340
1831 Portal Baltimore, MD 268 1,486 452
1821 Portal Baltimore, MD 430 2,380 1,491
1820 Portal Baltimore, MD (f) 884 4,891 455
4845 Governers Way Frederick, MD 810 4,487 216
8900 Yellow Brick Road Baltimore, MD 447 2,473 369
7476 New Ridge Hanover, MD 394 2,182 209
1328 Charwood Road Hanover, MD 717 3,968 896
8779 Greenwood Place Savage, MD 704 3,896 520
1350 Blair Drive Odenton, MD 301 1,706 200
1360 Blair Drive Odenton, MD 321 1,820 84
1370 Blair Drive Odenton, MD 381 2,161 125
9020 Mendenhall Court Columbia, MD 530 3,001 48
CENTRAL PENNSYLVANIA
125 East Kensinger Drive Cranberry Township, PA 585 - 3,407
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/02
----------------------------------
BUILDING AND
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL
ATLANTA
1650 GA Highway 155 788 4,888 5,676
14101 Industrial Park Boulevard 285 2,199 2,484
801-804 Blacklawn Road 361 2,809 3,170
1665 Dogwood Drive 635 3,896 4,531
1715 Dogwood Drive 288 1,920 2,208
11235 Harland Drive 125 809 933
4050 Southmeadow Parkway 425 3,000 3,425
4051 Southmeadow Parkway 726 5,187 5,913
4071 Southmeadow Parkway 828 5,269 6,096
3312 N. Berkeley Lake Road 3,052 18,337 21,389
370 Great Southwest Parkway (g) 546 3,552 4,098
955 Cobb Place 804 4,638 5,442
2084 Lake Industrial Court 804 4,623 5,426
220 Greenwood Court 1,700 9,135 10,835
1255 Oakbrook Drive 197 1,146 1,343
1256 Oakbrook Drive 339 2,076 2,415
1265 Oakbrook Drive 309 1,870 2,179
1266 Oakbrook Drive 235 1,350 1,586
1275 Oakbrook Drive 403 2,319 2,722
1280 Oakbrook Drive 283 1,724 2,006
1300 Oakbrook Drive 423 2,410 2,833
1325 Oakbrook Drive 334 2,000 2,334
1351 Oakbrook Drive 373 2,150 2,522
1346 Oakbrook Drive 744 4,235 4,979
1412 Oakbrook Drive 315 1,819 2,134
BALTIMORE
3431 Benson 562 3,165 3,727
1801 Portal 271 1,542 1,813
1811 Portal 354 2,125 2,479
1831 Portal 290 1,916 2,207
1821 Portal 468 3,833 4,301
1820 Portal 899 5,331 6,230
4845 Governers Way 824 4,689 5,513
8900 Yellow Brick Road 475 2,814 3,289
7476 New Ridge 401 2,384 2,785
1328 Charwood Road 715 4,866 5,581
8779 Greenwood Place 727 4,393 5,120
1350 Blair Drive 314 1,892 2,207
1360 Blair Drive 331 1,894 2,225
1370 Blair Drive 394 2,273 2,667
9020 Mendenhall Court 535 3,043 3,578
CENTRAL PENNSYLVANIA
125 East Kensinger Drive 1,143 2,849 3,992
ACCUMULATED
DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS)
ATLANTA
1650 GA Highway 155 1,162 1991 (n)
14101 Industrial Park Boulevard 416 1984 (n)
801-804 Blacklawn Road 654 1982 (n)
1665 Dogwood Drive 831 1973 (n)
1715 Dogwood Drive 472 1973 (n)
11235 Harland Drive 179 1988 (n)
4050 Southmeadow Parkway 648 1991 (n)
4051 Southmeadow Parkway 895 1989 (n)
4071 Southmeadow Parkway 1,157 1991 (n)
3312 N. Berkeley Lake Road 3,189 1969 (n)
370 Great Southwest Parkway (g) 736 1986 (n)
955 Cobb Place 611 1991 (n)
2084 Lake Industrial Court 258 1998 (n)
220 Greenwood Court 247 2000 (n)
1255 Oakbrook Drive 40 1984 (n)
1256 Oakbrook Drive 72 1984 (n)
1265 Oakbrook Drive 64 1984 (n)
1266 Oakbrook Drive 48 1984 (n)
1275 Oakbrook Drive 81 1986 (n)
1280 Oakbrook Drive 58 1986 (n)
1300 Oakbrook Drive 85 1986 (n)
1325 Oakbrook Drive 67 1986 (n)
1351 Oakbrook Drive 79 1984 (n)
1346 Oakbrook Drive 150 1985 (n)
1412 Oakbrook Drive 64 1985 (n)
BALTIMORE
3431 Benson 374 1988 (n)
1801 Portal 186 1987 (n)
1811 Portal 313 1987 (n)
1831 Portal 282 1990 (n)
1821 Portal 657 1986 (n)
1820 Portal 618 1982 (n)
4845 Governers Way 546 1988 (n)
8900 Yellow Brick Road 331 1982 (n)
7476 New Ridge 285 1987 (n)
1328 Charwood Road 626 1986 (n)
8779 Greenwood Place 345 1978 (n)
1350 Blair Drive 110 1991 (n)
1360 Blair Drive 94 1991 (n)
1370 Blair Drive 117 1991 (n)
9020 Mendenhall Court 89 1981 (n)
CENTRAL PENNSYLVANIA
125 East Kensinger Drive 124 2000 (n)
S-2
COSTS
CAPITALIZED
SUBSEQUENT TO
ACQUISITION OR
(b) COMPLETION
INITIAL COST AND VALUATION
LOCATION (a) --------------------- PROVISION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS ---------------
CHICAGO
2300 Hammond Drive Schaumburg, IL 442 1,241 1,111
3600 West Pratt Avenue Lincolnwood, IL 1,050 5,767 1,069
6750 South Sayre Avenue Bedford Park, IL 224 1,309 384
585 Slawin Court Mount Prospect, IL 611 3,505 13
2300 Windsor Court Addison, IL 688 3,943 636
3505 Thayer Court Aurora, IL 430 2,472 45
3600 Thayer Court Aurora, IL 636 3,645 378
736-776 Industrial Drive Elmhurst, IL 349 1,994 1,040
305-311 Era Drive Northbrook, IL 200 1,154 151
4330 South Racine Avenue Chicago, IL 448 1,893 236
12241 Melrose Street Franklin Park, IL 332 1,931 1,403
301 Alice Wheeling, IL 218 1,236 205
11939 S Central Avenue Alsip, IL 1,208 6,843 1,661
405 East Shawmut LaGrange, IL 368 2,083 36
1010-50 Sesame Street Bensenville, IL 979 5,546 599
5555 West 70th Place Bedford Park, IL 146 829 280
3200-3250 South St. Louis (g) Chicago, IL 110 625 1,036
3110-3130 South St. Louis Chicago, IL 115 650 55
7401 South Pulaski Chicago, IL 664 3,763 1,201
7501 S. Pulaski Chicago, IL 360 2,038 996
385 Fenton Lane West Chicago, IL 868 4,918 556
335 Crossroad Parkway Bolingbrook, IL 1,560 8,840 1,142
10435 Seymour Avenue Franklin Park, IL 181 1,024 634
905 Paramount Batavia, IL 243 1,375 383
1005 Paramount Batavia, IL 282 1,600 360
2120-24 Roberts Broadview, IL 220 1,248 417
405-17 University Drive Arlington Hts., IL 265 1,468 151
3575 Stern Avenue St. Charles, IL 431 2,386 50
3810 Stern Avenue St. Charles, IL 589 3,262 45
315 Kirk Road St. Charles, IL 1,404 7,774 109
700 Business Center Drive Mount Prospect, IL 270 1,492 120
555 Business Center Drive Mount Prospect, IL 241 1,336 80
800 Business Center Drive Mount Prospect, IL 631 3,493 233
580 Slawin Court Mount Prospect, IL 233 1,292 139
1150 Feehanville Drive Mount Prospect, IL 260 1,437 103
1200 Business Center D rive Mount Prospect, IL 765 4,237 380
1331 Business Center Drive Mount Prospect, IL 235 1,303 133
3627 Stern Avenue St. Charles, IL 187 1,034 28
301-329 Airport Blvd North Aurora, IL 570 3,156 194
19W661 101st Street Lemont, IL 1,200 6,643 92
19W751 101st Street Lemont, IL 789 4,368 103
175 Wall Street Glendale Heights, IL 427 2,363 42
800-820 Thorndale Avenue Bensenville, IL 751 4,159 63
830-890 Supreme Drive Bensenville, IL 671 3,714 57
1661 Feehanville Drive Mount Prospect, IL 985 5,455 390
CINCINNATI
9900-9970 Princeton Cincinnati, OH 545 3,088 1,487
2940 Highland Avenue Cincinnati, OH 1,717 9,730 1,957
4700-4750 Creek Road Blue Ash, OH 1,080 6,118 901
12072 Best Place Springboro, OH 426 - 3,374
901 Pleasant Valley Drive Springboro, OH 304 1,721 300
4440 Mulhauser Road Cincinnati, OH 1,067 39 5,361
4434 Mulhauser Road Cincinnati, OH 444 16 4,499
9449 Glades Drive Hamilton, OH 464 - 4,316
COLUMBUS
3800 Lockbourne Industrial Pkwy (q) Columbus, OH 1,133 6,421 120
1819 North Walcutt Road (q) Columbus, OH 810 4,590 (628)
4300 Cemetery Road (q) Hillard, OH 1,103 6,248 (1,796)
4115 Leap Road (g) Hillard, OH 758 4,297 409
3300 Lockbourne Columbus, OH 708 3,920 940
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/02
----------------------------------
BUILDING AND
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL
CHICAGO
2300 Hammond Drive 445 2,349 2,794
3600 West Pratt Avenue 1,050 6,836 7,887
6750 South Sayre Avenue 224 1,693 1,917
585 Slawin Court 611 3,518 4,129
2300 Windsor Court 696 4,572 5,268
3505 Thayer Court 430 2,517 2,947
3600 Thayer Court 636 4,023 4,659
736-776 Industrial Drive 349 3,034 3,383
305-311 Era Drive 205 1,300 1,505
4330 South Racine Avenue 468 2,109 2,577
12241 Melrose Street 469 3,197 3,666
301 Alice 225 1,435 1,659
11939 S Central Avenue 1,229 8,482 9,711
405 East Shawmut 369 2,117 2,486
1010-50 Sesame Street 1,003 6,121 7,124
5555 West 70th Place 157 1,098 1,255
3200-3250 South St. Louis (g) 113 1,658 1,771
3110-3130 South St. Louis 117 703 820
7401 South Pulaski 669 4,959 5,628
7501 S. Pulaski 318 3,077 3,394
385 Fenton Lane 884 5,457 6,341
335 Crossroad Parkway 1,599 9,943 11,542
10435 Seymour Avenue 190 1,649 1,839
905 Paramount 252 1,749 2,001
1005 Paramount 293 1,950 2,243
2120-24 Roberts 229 1,656 1,885
405-17 University Drive 267 1,618 1,884
3575 Stern Avenue 436 2,431 2,867
3810 Stern Avenue 596 3,301 3,897
315 Kirk Road 1,420 7,867 9,287
700 Business Center Drive 288 1,594 1,882
555 Business Center Drive 252 1,406 1,658
800 Business Center Drive 666 3,692 4,358
580 Slawin Court 254 1,411 1,665
1150 Feehanville Drive 273 1,527 1,801
1200 Business Center D rive 814 4,568 5,382
1331 Business Center Drive 255 1,416 1,672
3627 Stern Avenue 189 1,059 1,248
301-329 Airport Blvd 593 3,328 3,921
19W661 101st Street 1,200 6,735 7,935
19W751 101st Street 793 4,468 5,261
175 Wall Street 433 2,400 2,832
800-820 Thorndale Avenue 760 4,213 4,973
830-890 Supreme Drive 679 3,763 4,442
1661 Feehanville Drive 1,044 5,786 6,830
CINCINNATI
9900-9970 Princeton 566 4,553 5,120
2940 Highland Avenue 1,772 11,632 13,404
4700-4750 Creek Road 1,109 6,989 8,098
12072 Best Place 443 3,357 3,800
901 Pleasant Valley Drive 316 2,010 2,325
4440 Mulhauser Road 655 5,813 6,467
4434 Mulhauser Road 463 4,496 4,959
9449 Glades Drive 477 4,304 4,780
COLUMBUS
3800 Lockbourne Industrial Pkwy (q) 1,045 6,630 7,674
1819 North Walcutt Road (q) 637 4,135 4,772
4300 Cemetery Road (q) 764 4,791 5,555
4115 Leap Road (g) 756 4,707 5,463
3300 Lockbourne 710 4,858 5,568
ACCUMULATED
DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS)
CHICAGO
2300 Hammond Drive 1,771 1970 (n)
3600 West Pratt Avenue 1,432 1953/88 (n)
6750 South Sayre Avenue 323 1975 (n)
585 Slawin Court 702 1992 (n)
2300 Windsor Court 1,212 1986 (n)
3505 Thayer Court 543 1989 (n)
3600 Thayer Court 936 1989 (n)
736-776 Industrial Drive 836 1975 (n)
305-311 Era Drive 305 1978 (n)
4330 South Racine Avenue 1,623 1978 (n)
12241 Melrose Street 626 1969 (n)
301 Alice 228 1965 (n)
11939 S Central Avenue 1,063 1972 (n)
405 East Shawmut 300 1965 (n)
1010-50 Sesame Street 727 1976 (n)
5555 West 70th Place 132 1973 (n)
3200-3250 South St. Louis (g) 557 1968 (n)
3110-3130 South St. Louis 96 1968 (n)
7401 South Pulaski 664 1975/86 (n)
7501 S. Pulaski 481 1975/86 (n)
385 Fenton Lane 660 1990 (n)
335 Crossroad Parkway 1,367 1996 (n)
10435 Seymour Avenue 253 1967/74 (n)
905 Paramount 211 1977 (n)
1005 Paramount 241 1978 (n)
2120-24 Roberts 232 1960 (n)
405-17 University Drive 188 1977/78 (n)
3575 Stern Avenue 126 1979/84 (n)
3810 Stern Avenue 172 1985 (n)
315 Kirk Road 410 1969/93/95 (n)
700 Business Center Drive 83 1980 (n)
555 Business Center Drive 74 1981 (n)
800 Business Center Drive 192 1988/99 (n)
580 Slawin Court 73 1985 (n)
1150 Feehanville Drive 83 1983 (n)
1200 Business Center D rive 257 1988/2000 (n)
1331 Business Center Drive 73 1985 (n)
3627 Stern Avenue 55 1979 (n)
301-329 Airport Blvd 132 1997 (n)
19W661 101st Street 210 1988 (n)
19W751 101st Street 138 1991 (n)
175 Wall Street 55 1990 (n)
800-820 Thorndale Avenue 9 1985 (n)
830-890 Supreme Drive 8 1981 (n)
1661 Feehanville Drive 300 1986 (n)
CINCINNATI
9900-9970 Princeton 831 1970 (n)
2940 Highland Avenue 2,037 1969/74 (n)
4700-4750 Creek Road 1,362 1960 (n)
12072 Best Place 586 1984 (n)
901 Pleasant Valley Drive 308 1984/94 (n)
4440 Mulhauser Road 654 1999 (n)
4434 Mulhauser Road 361 1999 (n)
9449 Glades Drive 373 1999 (n)
COLUMBUS
3800 Lockbourne Industrial Pkwy (q) 1,414 1986 (n)
1819 North Walcutt Road (q) 709 1973 (n)
4300 Cemetery Road (q) 783 1968/83 (n)
4115 Leap Road (g) 521 1977 (n)
3300 Lockbourne 488 1964 (n)
S-3
COSTS
CAPITALIZED
SUBSEQUENT TO
ACQUISITION OR
(b) COMPLETION
INITIAL COST AND VALUATION
LOCATION (a) -------------------- PROVISION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS --------------
DALLAS/FORT WORTH
1275-1281 Roundtable Drive Dallas, TX 148 839 28
2406-2416 Walnut Ridge Dallas, TX 178 1,006 283
12750 Perimiter Drive Dallas, TX 638 3,618 240
1324-1343 Roundtable Drive Dallas, TX 178 1,006 281
2401-2419 Walnut Ridge Dallas, TX 148 839 50
4248-4252 Simonton Farmers Ranch, TX 888 5,032 389
900-906 Great Southwest Pkwy Arlington, TX 237 1,342 417
2179 Shiloh Road Garland, TX 251 1,424 87
2159 Shiloh Road Garland, TX 108 610 55
2701 Shiloh Road Garland, TX 818 4,636 875
12784 Perimeter Drive (h) Dallas, TX 350 1,986 507
3000 West Commerce Dallas, TX 456 2,584 507
3030 Hansboro Dallas, TX 266 1,510 476
5222 Cockrell Hill Dallas, TX 296 1,677 381
405-407 113th Arlington, TX 181 1,026 165
816 111th Street Arlington, TX 251 1,421 62
1017-25 Jacksboro Highway Fort Worth, TX 97 537 230
7341 Dogwood Park Richland Hills, TX 79 435 52
7427 Dogwood Park Richland Hills, TX 96 532 69
7348-54 Tower Street Richland Hills, TX 88 489 66
7370 Dogwood Park Richland Hills, TX 91 503 62
7339-41 Tower Street Richland Hills, TX 98 541 69
7437-45 Tower Street Richland Hills, TX 102 563 59
7331-59 Airport Freeway Richland Hills, TX 354 1,958 301
7338-60 Dogwood Park Richland Hills, TX 106 587 109
7450-70 Dogwood Park Richland Hills, TX 106 584 108
7423-49 Airport Freeway Richland Hills, TX 293 1,621 510
7400 Whitehall Street Richland Hills, TX 109 603 114
1602-1654 Terre Colony Dallas, TX 458 2,596 149
3330 Duncanville Road Dallas, TX 197 1,114 25
6851-6909 Snowden Road Fort Worth, TX 1,025 5,810 230
2351-2355 Merritt Drive Garland, TX 101 574 66
10575 Vista Park Dallas, TX 366 2,074 32
701-735 North Plano Road Richardson, TX 696 3,944 91
2259 Merritt Drive Garland, TX 96 544 43
2260 Merritt Drive Garland, TX 319 1,806 38
2220 Merritt Drive Garland, TX 352 1,993 45
2010 Merritt Drive Garland, TX 350 1,981 159
2363 Merritt Drive Garland, TX 73 412 7
2447 Merritt Drive Garland, TX 70 395 6
2465-2475 Merritt Drive Garland, TX 91 514 9
2485-2505 Merritt Drive Garland, TX 431 2,440 86
17919 Waterview Parkway Dallas, TX 833 4,718 94
2081 Hutton Drive - Bldg 1 (h) Carrolton, TX 448 2,540 392
2150 Hutton Drive Carrolton, TX 192 1,089 238
2110 Hutton Drive Carrolton, TX 374 2,117 181
2025 McKenzie Drive Carrolton, TX 437 2,478 143
2019 McKenzie Drive Carrolton, TX 502 2,843 95
1420 Valwood Parkway - Bldg 1 (g) Carrolton, TX 460 2,608 277
1620 Valwood Parkway (h) Carrolton, TX 1,089 6,173 977
1505 Luna Road - Bldg II Carrolton, TX 167 948 49
1625 West Crosby Road Carrolton, TX 617 3,498 648
2029-2035 McKenzie Drive Carrolton, TX 330 1,870 169
1840 Hutton Drive (g) Carrolton, TX 811 4,597 340
1420 Valwood Pkwy - Bldg II Carrolton, TX 373 2,116 225
2015 McKenzie Drive Carrolton, TX 510 2,891 320
2009 McKenzie Drive Carrolton, TX 476 2,699 297
1505 Luna Road - Bldg I Carrolton, TX 521 2,953 79
1505 Luna Road - Bldg III Carrolton, TX 658 3,728 317
900-1100 Avenue S Grand Prairie, TX 623 3,528 46
15001 Trinity Blvd Ft. Worth, TX 529 2,998 36
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/02
---------------------------------
BUILDING AND
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL
DALLAS/FORT WORTH
1275-1281 Roundtable Drive 117 897 1,015
2406-2416 Walnut Ridge 183 1,284 1,467
12750 Perimiter Drive 660 3,837 4,497
1324-1343 Roundtable Drive 184 1,281 1,465
2401-2419 Walnut Ridge 153 883 1,037
4248-4252 Simonton 920 5,390 6,309
900-906 Great Southwest Pkwy 270 1,726 1,996
2179 Shiloh Road 256 1,506 1,762
2159 Shiloh Road 110 663 773
2701 Shiloh Road 923 5,406 6,329
12784 Perimeter Drive (h) 396 2,446 2,843
3000 West Commerce 469 3,077 3,547
3030 Hansboro 276 1,977 2,252
5222 Cockrell Hill 306 2,048 2,354
405-407 113th 185 1,187 1,372
816 111th Street 258 1,476 1,734
1017-25 Jacksboro Highway 103 762 865
7341 Dogwood Park 84 482 566
7427 Dogwood Park 102 596 698
7348-54 Tower Street 94 549 643
7370 Dogwood Park 96 559 656
7339-41 Tower Street 104 603 707
7437-45 Tower Street 108 615 723
7331-59 Airport Freeway 372 2,241 2,613
7338-60 Dogwood Park 112 690 803
7450-70 Dogwood Park 112 686 798
7423-49 Airport Freeway 308 2,116 2,424
7400 Whitehall Street 115 711 826
1602-1654 Terre Colony 468 2,735 3,203
3330 Duncanville Road 199 1,136 1,335
6851-6909 Snowden Road 1,038 6,027 7,065
2351-2355 Merritt Drive 103 639 741
10575 Vista Park 371 2,101 2,472
701-735 North Plano Road 705 4,026 4,731
2259 Merritt Drive 97 586 683
2260 Merritt Drive 323 1,840 2,163
2220 Merritt Drive 356 2,034 2,390
2010 Merritt Drive 354 2,135 2,489
2363 Merritt Drive 74 418 492
2447 Merritt Drive 71 401 471
2465-2475 Merritt Drive 92 522 614
2485-2505 Merritt Drive 436 2,521 2,956
17919 Waterview Parkway 843 4,801 5,644
2081 Hutton Drive - Bldg 1 (h) 453 2,928 3,380
2150 Hutton Drive 194 1,325 1,519
2110 Hutton Drive 377 2,294 2,671
2025 McKenzie Drive 442 2,617 3,058
2019 McKenzie Drive 507 2,933 3,439
1420 Valwood Parkway - Bldg 1 (g) 466 2,880 3,345
1620 Valwood Parkway (h) 1,100 7,139 8,239
1505 Luna Road - Bldg II 169 995 1,164
1625 West Crosby Road 631 4,132 4,763
2029-2035 McKenzie Drive 306 2,063 2,369
1840 Hutton Drive (g) 819 4,930 5,749
1420 Valwood Pkwy - Bldg II 377 2,338 2,715
2015 McKenzie Drive 516 3,205 3,721
2009 McKenzie Drive 481 2,991 3,472
1505 Luna Road - Bldg I 529 3,024 3,553
1505 Luna Road - Bldg III 664 4,038 4,702
900-1100 Avenue S 629 3,567 4,196
15001 Trinity Blvd 534 3,029 3,563
ACCUMULATED
DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS)
DALLAS/FORT WORTH
1275-1281 Roundtable Drive 124 1966 (n)
2406-2416 Walnut Ridge 147 1978 (n)
12750 Perimiter Drive 485 1979 (n)
1324-1343 Roundtable Drive 203 1972 (n)
2401-2419 Walnut Ridge 111 1978 (n)
4248-4252 Simonton 716 1973 (n)
900-906 Great Southwest Pkwy 194 1972 (n)
2179 Shiloh Road 188 1982 (n)
2159 Shiloh Road 85 1982 (n)
2701 Shiloh Road 694 1981 (n)
12784 Perimeter Drive (h) 314 1981 (n)
3000 West Commerce 354 1980 (n)
3030 Hansboro 284 1971 (n)
5222 Cockrell Hill 236 1973 (n)
405-407 113th 200 1969 (n)
816 111th Street 192 1972 (n)
1017-25 Jacksboro Highway 66 1970 (n)
7341 Dogwood Park 49 1973 (n)
7427 Dogwood Park 61 1973 (n)
7348-54 Tower Street 57 1978 (n)
7370 Dogwood Park 58 1987 (n)
7339-41 Tower Street 63 1980 (n)
7437-45 Tower Street 63 1977 (n)
7331-59 Airport Freeway 245 1987 (n)
7338-60 Dogwood Park 87 1978 (n)
7450-70 Dogwood Park 95 1985 (n)
7423-49 Airport Freeway 278 1985 (n)
7400 Whitehall Street 105 1994 (n)
1602-1654 Terre Colony 208 1981 (n)
3330 Duncanville Road 64 1987 (n)
6851-6909 Snowden Road 392 1985/86 (n)
2351-2355 Merritt Drive 38 1986 (n)
10575 Vista Park 118 1988 (n)
701-735 North Plano Road 226 1972/94 (n)
2259 Merritt Drive 52 1986 (n)
2260 Merritt Drive 102 1986/99 (n)
2220 Merritt Drive 114 1986/2000 (n)
2010 Merritt Drive 187 1986 (n)
2363 Merritt Drive 24 1986 (n)
2447 Merritt Drive 23 1986 (n)
2465-2475 Merritt Drive 29 1986 (n)
2485-2505 Merritt Drive 141 1986 (n)
17919 Waterview Parkway 274 1987 (n)
2081 Hutton Drive - Bldg 1 (h) 162 1981 (n)
2150 Hutton Drive 75 1980 (n)
2110 Hutton Drive 121 1985 (n)
2025 McKenzie Drive 134 1985 (n)
2019 McKenzie Drive 145 1985 (n)
1420 Valwood Parkway - Bldg 1 (g) 145 1986 (n)
1620 Valwood Parkway (h) 360 1986 (n)
1505 Luna Road - Bldg II 50 1988 (n)
1625 West Crosby Road 306 1988 (n)
2029-2035 McKenzie Drive 100 1985 (n)
1840 Hutton Drive (g) 229 1986 (n)
1420 Valwood Pkwy - Bldg II 106 1986 (n)
2015 McKenzie Drive 155 1986 (n)
2009 McKenzie Drive 150 1987 (n)
1505 Luna Road - Bldg I 138 1988 (n)
1505 Luna Road - Bldg III 214 1988 (n)
900-1100 Avenue S 30 1985 (n)
15001 Trinity Blvd 25 1984 (n)
S-4
COSTS
CAPITALIZED
SUBSEQUENT TO
ACQUISITION OR
(b) COMPLETION
INITIAL COST AND VALUATION
LOCATION (a) --------------------- PROVISION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS --------------
Plano Crossing (i) Plano, TX 1,961 11,112 132
7413A-C Dogwood Park Richland Hills, TX 110 623 8
7450 Tower Street Richland Hills, TX 36 204 5
7436 Tower Street Richland Hills, TX 57 324 15
7501 Airport Freeway Richland Hills, TX 113 638 13
7426 Tower Street Richland Hills, TX 76 429 6
7427-7429 Tower Street Richland Hills, TX 75 427 7
2840-2842 Handley Ederville Rd Richland Hills, TX 112 635 12
7451-7477 Airport Freeway Richland Hills, TX 256 1,453 45
7415 Whitehall Street Richland Hills, TX 372 2,107 71
7450 Whitehall Street Richland Hills, TX 104 591 9
7430 Whitehall Street Richland Hills, TX 143 809 13
7420 Whitehall Street Richland Hills, TX 110 621 13
300 Wesley Way Richland Hills, TX 208 1,181 16
2104 Hutton Drive Carrolton, TX 246 1,393 57
Addison Tech Ctr - Bldg B Addison, TX 1,647 6,400 1
7337 Dogwood Park Richland Hills, TX 80 453 13
7334 Tower Street Richland Hills, TX 69 393 12
7451 Dogwood Park Richland Hills, TX 133 753 20
7440 Whitehall Street Richland Hills, TX 74 420 7
2821 Cullen Street Fort Worth, TX 71 404 5
DAYTON
6094-6104 Executive Blvd Huber Heights, OH 181 1,025 198
6202-6220 Executive Blvd Huber Heights, OH 268 1,521 139
6268-6294 Executive Blvd Huber Heights, OH 255 1,444 265
5749-5753 Executive Blvd Huber Heights, OH 50 282 93
6230-6266 Executive Blvd Huber Heights, OH 271 1,534 373
2200-2224 Sandridge Road Moriane, OH 218 1,233 98
8119-8137 Uehling Lane Dayton, OH 103 572 59
DENVER
7100 North Broadway - 1 Denver, CO 201 1,141 278
7100 North Broadway - 2 Denver, CO 203 1,150 289
7100 North Broadway - 3 Denver, CO 139 787 122
7100 North Broadway - 5 Denver, CO 180 1,018 137
7100 North Broadway - 6 Denver, CO 269 1,526 250
20100 East 32nd Avenue Parkway Aurora, CO 333 1,888 336
15700-15820 West 6th Avenue Golden, CO 333 1,887 117
15850-15884 West 6th Avenue Golden, CO 201 1,139 147
5454 Washington Denver, CO 154 873 146
700 West 48th Street Denver, CO 302 1,711 154
702 West 48th Street Denver, CO 135 763 188
6425 North Washington Denver, CO 374 2,118 227
3370 North Peoria Street Aurora, CO 163 924 187
3390 North Peoria Street Aurora, CO 145 822 40
3508-3538 North Peoria Street Aurora, CO 260 1,472 97
3568 North Peoria Street Aurora, CO 222 1,260 192
4785 Elati Denver, CO 173 981 137
4770 Fox Street Denver, CO 132 750 56
1550 W. Evans Denver, CO 388 2,200 387
3751-71 Revere Street Denver, CO 262 1,486 72
3871 Revere Denver, CO 361 2,047 58
5454 Havana Street Denver, CO 204 1,156 36
5500 Havana Street Denver, CO 167 946 108
4570 Ivy Street Denver, CO 219 1,239 257
5855 Stapleton Drive North Denver, CO 288 1,630 186
5885 Stapleton Drive North Denver, CO 376 2,129 125
5200-5280 North Broadway Denver, CO 169 960 121
5977-5995 North Broadway Denver, CO 268 1,518 96
2952-5978 North Broadway Denver, CO 414 2,346 596
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/02
----------------------------------
BUILDING AND
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL
Plano Crossing (i) 1,981 11,224 13,204
7413A-C Dogwood Park 111 630 741
7450 Tower Street 36 208 245
7436 Tower Street 58 339 397
7501 Airport Freeway 115 649 764
7426 Tower Street 76 435 511
7427-7429 Tower Street 76 433 509
2840-2842 Handley Ederville Rd 113 646 759
7451-7477 Airport Freeway 259 1,495 1,754
7415 Whitehall Street 375 2,174 2,550
7450 Whitehall Street 105 600 705
7430 Whitehall Street 144 820 964
7420 Whitehall Street 111 633 743
300 Wesley Way 211 1,196 1,406
2104 Hutton Drive 249 1,447 1,696
Addison Tech Ctr - Bldg B 1,647 6,401 8,048
7337 Dogwood Park 81 466 546
7334 Tower Street 70 404 474
7451 Dogwood Park 134 771 905
7440 Whitehall Street 75 426 501
2821 Cullen Street 72 409 481
DAYTON
6094-6104 Executive Blvd 184 1,220 1,404
6202-6220 Executive Blvd 275 1,653 1,928
6268-6294 Executive Blvd 262 1,702 1,964
5749-5753 Executive Blvd 53 372 425
6230-6266 Executive Blvd 280 1,897 2,178
2200-2224 Sandridge Road 223 1,324 1,548
8119-8137 Uehling Lane 103 631 734
DENVER
7100 North Broadway - 1 215 1,406 1,621
7100 North Broadway - 2 204 1,438 1,642
7100 North Broadway - 3 140 908 1,048
7100 North Broadway - 5 178 1,157 1,335
7100 North Broadway - 6 271 1,775 2,045
20100 East 32nd Avenue Parkway 314 2,243 2,557
15700-15820 West 6th Avenue 318 2,018 2,337
15850-15884 West 6th Avenue 206 1,281 1,487
5454 Washington 156 1,018 1,173
700 West 48th Street 307 1,860 2,167
702 West 48th Street 139 946 1,085
6425 North Washington 385 2,333 2,718
3370 North Peoria Street 163 1,111 1,275
3390 North Peoria Street 147 861 1,007
3508-3538 North Peoria Street 264 1,565 1,829
3568 North Peoria Street 225 1,449 1,674
4785 Elati 175 1,116 1,291
4770 Fox Street 134 804 938
1550 W. Evans 385 2,590 2,975
3751-71 Revere Street 267 1,553 1,821
3871 Revere 368 2,098 2,466
5454 Havana Street 207 1,189 1,396
5500 Havana Street 169 1,052 1,221
4570 Ivy Street 220 1,494 1,714
5855 Stapleton Drive North 290 1,814 2,104
5885 Stapleton Drive North 380 2,250 2,630
5200-5280 North Broadway 171 1,078 1,250
5977-5995 North Broadway 271 1,611 1,882
2952-5978 North Broadway 422 2,934 3,356
ACCUMULATED
DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS)
Plano Crossing (i) 94 1998 (n)
7413A-C Dogwood Park 4 1990 (n)
7450 Tower Street 1 1977 (n)
7436 Tower Street 2 1979 (n)
7501 Airport Freeway 4 1983 (n)
7426 Tower Street 3 1978 (n)
7427-7429 Tower Street 3 1981 (n)
2840-2842 Handley Ederville Rd 4 1977 (n)
7451-7477 Airport Freeway 10 1984 (n)
7415 Whitehall Street 14 1986 (n)
7450 Whitehall Street 4 1978 (n)
7430 Whitehall Street 5 1985 (n)
7420 Whitehall Street 4 1985 (n)
300 Wesley Way 8 1995 (n)
2104 Hutton Drive 74 1990 (n)
Addison Tech Ctr - Bldg B 53 2001 (n)
7337 Dogwood Park 3 1975 (n)
7334 Tower Street 3 1975 (n)
7451 Dogwood Park 5 1977 (n)
7440 Whitehall Street 3 1983 (n)
2821 Cullen Street 3 1961 (n)
DAYTON
6094-6104 Executive Blvd 233 1975 (n)
6202-6220 Executive Blvd 276 1996 (n)
6268-6294 Executive Blvd 314 1989 (n)
5749-5753 Executive Blvd 92 1975 (n)
6230-6266 Executive Blvd 460 1979 (n)
2200-2224 Sandridge Road 196 1983 (n)
8119-8137 Uehling Lane 65 1978 (n)
DENVER
7100 North Broadway - 1 244 1978 (n)
7100 North Broadway - 2 269 1978 (n)
7100 North Broadway - 3 155 1978 (n)
7100 North Broadway - 5 228 1978 (n)
7100 North Broadway - 6 299 1978 (n)
20100 East 32nd Avenue Parkway 539 1997 (n)
15700-15820 West 6th Avenue 290 1978 (n)
15850-15884 West 6th Avenue 167 1978 (n)
5454 Washington 160 1985 (n)
700 West 48th Street 270 1984 (n)
702 West 48th Street 139 1984 (n)
6425 North Washington 332 1983 (n)
3370 North Peoria Street 252 1978 (n)
3390 North Peoria Street 128 1978 (n)
3508-3538 North Peoria Street 229 1978 (n)
3568 North Peoria Street 232 1978 (n)
4785 Elati 181 1972 (n)
4770 Fox Street 120 1972 (n)
1550 W. Evans 326 1975 (n)
3751-71 Revere Street 221 1980 (n)
3871 Revere 275 1980 (n)
5454 Havana Street 158 1980 (n)
5500 Havana Street 131 1980 (n)
4570 Ivy Street 253 1985 (n)
5855 Stapleton Drive North 242 1985 (n)
5885 Stapleton Drive North 323 1985 (n)
5200-5280 North Broadway 157 1977 (n)
5977-5995 North Broadway 215 1978 (n)
2952-5978 North Broadway 401 1978 (n)
S-5
COSTS
CAPITALIZED
SUBSEQUENT TO
ACQUISITION OR
(b) COMPLETION
INITIAL COST AND VALUATION
LOCATION (a) --------------------- PROVISION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS --------------
6400 North Broadway Denver, CO 318 1,804 107
875 Parfet Lakewood, CO 288 1,633 104
4721 Ironton Street Denver, CO 232 1,313 718
833 Parfet Street Lakewood, CO 196 1,112 67
11005 West 8th Avenue Lakewood, CO 102 580 58
7100 North Broadway - 7 Denver, CO 215 1,221 242
7100 North Broadway - 8 Denver, CO 79 448 206
6804 East 48th Avenue Denver, CO 253 1,435 100
445 Bryant Street Denver, CO 1,831 10,219 1,211
East 47th Drive - A Denver, CO 474 2,689 125
9500 West 49th Street - A Wheatridge, CO 283 1,625 16
9500 West 49th Street - B Wheatridge, CO 225 1,272 16
9500 West 49th Street - C Wheatridge, CO 602 3,409 21
9500 West 49th Street - D Wheatridge, CO 271 1,537 221
8100 South Park Way - A Littleton, CO 442 2,507 324
8100 South Park Way - B Littleton, CO 103 582 157
8100 South Park Way - C Littleton, CO 568 3,219 159
451-591 East 124th Avenue Littleton, CO 383 2,145 169
608 Garrison Street Lakewood, CO 265 1,501 281
610 Garrison Street Lakewood, CO 264 1,494 337
1111 West Evans (A&C) Denver, CO 233 1,321 119
1111 West Evans (B) Denver, CO 30 169 16
15000 West 6th Avenue Golden, CO 913 5,174 789
14998 West 6th Avenue Bldg E Golden, CO 565 3,199 183
14998 West 6th Avenue Bldg F Englewood, CO 269 1,525 185
12503 East Euclid Drive Denver, CO 1,219 6,905 488
6547 South Racine Circle Denver, CO 748 4,241 297
7800 East Iliff Avenue Denver, CO 188 1,067 40
2369 South Trenton Way Denver, CO 292 1,656 192
2422 S. Trenton Way Denver, CO 241 1,364 98
2452 South Trenton Way Denver, CO 421 2,386 117
651 Topeka Way Denver, CO 194 1,099 92
680 Atchison Way Denver, CO 194 1,099 70
8122 South Park Lane - A Littleton, CO 394 2,232 233
1600 South Abilene Aurora, CO 465 2,633 80
1620 South Abilene Aurora, CO 268 1,520 120
1640 South Abilene Aurora, CO 368 2,085 142
13900 East Florida Ave Aurora, CO 189 1,071 64
4301 South Federal Boulevard Englewood, CO 237 1,341 97
14401-14492 East 33rd Place Aurora, CO 445 2,519 176
11701 East 53rd Avenue Denver, CO 416 2,355 63
5401 Oswego Street Denver, CO 273 1,547 163
3811 Joliet Denver, CO 735 4,166 131
2630 West 2nd Avenue Denver, CO 51 286 5
2650 West 2nd Avenue Denver, CO 221 1,252 55
14818 West 6th Avenue Bldg A Golden, CO 494 2,799 231
14828 West 6th Avenue Bldg B Golden, CO 519 2,942 283
12055 E 49th Ave/4955 Peoria Denver, CO 298 1,688 325
4940-4950 Paris Denver, CO 152 861 58
4970 Paris Denver, CO 95 537 42
5010 Paris Denver, CO 89 505 20
7367 South Revere Parkway Englewood, CO 926 5,124 167
10311 W. Hampden Ave. Lakewood, CO 577 2,984 171
8200 East Park Meadows Drive (g) Lone Tree, CO 1,297 7,348 344
3250 Quentin (g) Aurora, CO 1,220 6,911 238
11585 E. 53rd Ave. (g) Denver, CO 1,770 10,030 279
10500 East 54th Ave. (h) Denver, CO 1,253 7,098 190
DETROIT
238 Executive Drive Troy, MI 52 173 494
256 Executive Drive Troy, MI 44 146 442
301 Executive Drive Troy, MI 71 293 614
449 Executive Drive Troy, MI 125 425 959
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/02
----------------------------------
BUILDING AND
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL
6400 North Broadway 325 1,905 2,230
875 Parfet 293 1,733 2,026
4721 Ironton Street 236 2,026 2,262
833 Parfet Street 199 1,176 1,375
11005 West 8th Avenue 104 636 740
7100 North Broadway - 7 217 1,461 1,678
7100 North Broadway - 8 80 653 733
6804 East 48th Avenue 256 1,532 1,789
445 Bryant Street 1,829 11,432 13,261
East 47th Drive - A 441 2,847 3,288
9500 West 49th Street - A 286 1,638 1,924
9500 West 49th Street - B 226 1,287 1,513
9500 West 49th Street - C 600 3,432 4,032
9500 West 49th Street - D 246 1,784 2,029
8100 South Park Way - A 423 2,850 3,273
8100 South Park Way - B 104 738 841
8100 South Park Way - C 575 3,371 3,945
451-591 East 124th Avenue 383 2,314 2,697
608 Garrison Street 267 1,779 2,046
610 Garrison Street 266 1,830 2,095
1111 West Evans (A&C) 236 1,437 1,672
1111 West Evans (B) 30 184 215
15000 West 6th Avenue 916 5,961 6,877
14998 West 6th Avenue Bldg E 568 3,379 3,947
14998 West 6th Avenue Bldg F 271 1,708 1,979
12503 East Euclid Drive 1,208 7,405 8,613
6547 South Racine Circle 739 4,548 5,287
7800 East Iliff Avenue 190 1,104 1,295
2369 South Trenton Way 294 1,846 2,140
2422 S. Trenton Way 243 1,461 1,703
2452 South Trenton Way 426 2,498 2,924
651 Topeka Way 198 1,187 1,385
680 Atchison Way 198 1,164 1,363
8122 South Park Lane - A 398 2,461 2,859
1600 South Abilene 467 2,711 3,178
1620 South Abilene 270 1,638 1,908
1640 South Abilene 382 2,213 2,594
13900 East Florida Ave 190 1,134 1,324
4301 South Federal Boulevard 239 1,435 1,674
14401-14492 East 33rd Place 440 2,699 3,139
11701 East 53rd Avenue 422 2,411 2,834
5401 Oswego Street 278 1,704 1,982
3811 Joliet 752 4,281 5,032
2630 West 2nd Avenue 51 291 342
2650 West 2nd Avenue 223 1,306 1,528
14818 West 6th Avenue Bldg A 468 3,056 3,524
14828 West 6th Avenue Bldg B 503 3,241 3,744
12055 E 49th Ave/4955 Peoria 305 2,006 2,310
4940-4950 Paris 156 916 1,071
4970 Paris 97 576 673
5010 Paris 91 522 613
7367 South Revere Parkway 934 5,283 6,217
10311 W. Hampden Ave. 578 3,155 3,732
8200 East Park Meadows Drive (g) 1,304 7,685 8,989
3250 Quentin (g) 1,230 7,138 8,368
11585 E. 53rd Ave. (g) 1,780 10,299 12,079
10500 East 54th Ave. (h) 1,260 7,281 8,540
DETROIT
238 Executive Drive 100 619 719
256 Executive Drive 85 547 632
301 Executive Drive 133 845 978
449 Executive Drive 218 1,291 1,509
ACCUMULATED
DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS)
6400 North Broadway 251 1982 (n)
875 Parfet 228 1975 (n)
4721 Ironton Street 285 1969 (n)
833 Parfet Street 161 1974 (n)
11005 West 8th Avenue 102 1974 (n)
7100 North Broadway - 7 245 1985 (n)
7100 North Broadway - 8 132 1985 (n)
6804 East 48th Avenue 201 1973 (n)
445 Bryant Street 1,461 1960 (n)
East 47th Drive - A 539 1997 (n)
9500 West 49th Street - A 251 1997 (n)
9500 West 49th Street - B 176 1997 (n)
9500 West 49th Street - C 476 1997 (n)
9500 West 49th Street - D 359 1997 (n)
8100 South Park Way - A 628 1997 (n)
8100 South Park Way - B 209 1984 (n)
8100 South Park Way - C 438 1984 (n)
451-591 East 124th Avenue 293 1979 (n)
608 Garrison Street 248 1984 (n)
610 Garrison Street 251 1984 (n)
1111 West Evans (A&C) 186 1986 (n)
1111 West Evans (B) 25 1986 (n)
15000 West 6th Avenue 817 1985 (n)
14998 West 6th Avenue Bldg E 471 1995 (n)
14998 West 6th Avenue Bldg F 306 1995 (n)
12503 East Euclid Drive 1,099 1986 (n)
6547 South Racine Circle 801 1996 (n)
7800 East Iliff Avenue 156 1983 (n)
2369 South Trenton Way 279 1983 (n)
2422 S. Trenton Way 199 1983 (n)
2452 South Trenton Way 344 1983 (n)
651 Topeka Way 152 1985 (n)
680 Atchison Way 147 1985 (n)
8122 South Park Lane - A 365 1986 (n)
1600 South Abilene 358 1986 (n)
1620 South Abilene 249 1986 (n)
1640 South Abilene 292 1986 (n)
13900 East Florida Ave 159 1986 (n)
4301 South Federal Boulevard 227 1997 (n)
14401-14492 East 33rd Place 389 1979 (n)
11701 East 53rd Avenue 319 1985 (n)
5401 Oswego Street 261 1985 (n)
3811 Joliet 427 1977 (n)
2630 West 2nd Avenue 39 1970 (n)
2650 West 2nd Avenue 181 1970 (n)
14818 West 6th Avenue Bldg A 511 1985 (n)
14828 West 6th Avenue Bldg B 488 1985 (n)
12055 E 49th Ave/4955 Peoria 322 1984 (n)
4940-4950 Paris 112 1984 (n)
4970 Paris 78 1984 (n)
5010 Paris 67 1984 (n)
7367 South Revere Parkway 690 1997 (n)
10311 W. Hampden Ave. 358 1999 (n)
8200 East Park Meadows Drive (g) 423 1984 (n)
3250 Quentin (g) 384 1984/2000 (n)
11585 E. 53rd Ave. (g) 325 1984 (n)
10500 East 54th Ave. (h) 231 1986 (n)
DETROIT
238 Executive Drive 422 1973 (n)
256 Executive Drive 353 1974 (n)
301 Executive Drive 571 1974 (n)
449 Executive Drive 811 1975 (n)
S-6
COSTS
CAPITALIZED
SUBSEQUENT TO
ACQUISITION OR
(b) COMPLETION
INITIAL COST AND VALUATION
LOCATION (a) --------------------- PROVISION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS --------------
501 Executive Drive Troy, MI 71 236 644
451 Robbins Drive Troy, MI 96 448 1,001
1035 Crooks Road Troy, MI 114 414 625
1095 Crooks Road Troy, MI 331 1,017 1,018
1416 Meijer Drive Troy, MI 94 394 390
1624 Meijer Drive Troy, MI 236 1,406 995
1972 Meijer Drive Troy, MI 315 1,301 721
1621 Northwood Drive Troy, MI 85 351 1,039
1707 Northwood Drive Troy, MI 95 262 1,183
1788 Northwood Drive Troy, MI 50 196 464
1821 Northwood Drive Troy, MI 132 523 743
1826 Northwood Drive Troy, MI 55 208 394
1864 Northwood Drive Troy, MI 57 190 469
1921 Northwood Drive Troy, MI 135 589 1,365
2277 Elliott Avenue Troy, MI 48 188 515
2451 Elliott Avenue Troy, MI 78 319 838
2730 Research Drive Rochester Hills, MI 915 4,215 717
2791 Research Drive Rochester Hills, MI 557 2,731 289
2871 Research Drive Rochester Hills, MI 324 1,487 377
2911 Research Drive Rochester Hills, MI 505 2,136 397
3011 Research Drive Rochester Hills, MI 457 2,104 349
2870 Technology Drive Rochester Hills, MI 275 1,262 237
2900 Technology Drive Rochester Hills, MI 214 977 492
2920 Technology Drive Rochester Hills, MI 159 671 144
2930 Technology Drive Rochester Hills, MI 131 594 441
2950 Technology Drive Rochester Hills, MI 178 819 302
23014 Commerce Drive Farmington Hills, MI 39 203 193
23028 Commerce Drive Farmington Hills, MI 98 507 439
23035 Commerce Drive Farmington Hills, MI 71 355 214
23042 Commerce Drive Farmington Hills, MI 67 277 331
23065 Commerce Drive Farmington Hills, MI 71 408 217
23070 Commerce Drive Farmington Hills, MI 112 442 668
23079 Commerce Drive Farmington Hills, MI 68 301 221
23093 Commerce Drive Farmington Hills, MI 211 1,024 788
23135 Commerce Drive Farmington Hills, MI 146 701 283
23163 Commerce Drive Farmington Hills, MI 111 513 319
23177 Commerce Drive Farmington Hills, MI 175 1,007 747
23206 Commerce Drive Farmington Hills, MI 125 531 626
23290 Commerce Drive Farmington Hills, MI 124 707 641
23370 Commerce Drive Farmington Hills, MI 59 233 165
32450 N Avis Drive Madison Heights, MI 281 1,590 547
11866 Hubbard Livonia, MI 189 1,073 86
12050-12300 Hubbard (g) Livonia, MI 425 2,410 657
38300 Plymouth Road Livonia, MI 729 - 4,802
12707 Eckles Road Plymouth Township, MI 255 1,445 109
9300-9328 Harrison Rd Romulus, MI 147 834 226
9330-9358 Harrison Rd Romulus, MI 81 456 258
28420-28448 Highland Rd Romulus, MI 143 809 225
28450-28478 Highland Rd Romulus, MI 81 461 373
28421-28449 Highland Rd Romulus, MI 109 617 327
28451-28479 Highland Rd Romulus, MI 107 608 185
28825-28909 Highland Rd Romulus, MI 70 395 261
28933-29017 Highland Rd Romulus, MI 112 634 212
28824-28908 Highland Rd Romulus, MI 134 760 400
28932-29016 Highland Rd Romulus, MI 123 694 238
9710-9734 Harrison Rd Romulus, MI 125 706 142
9740-9772 Harrison Rd Romulus, MI 132 749 243
9840-9868 Harrison Rd Romulus, MI 144 815 165
9800-9824 Harrison Rd Romulus, MI 117 664 190
29265-29285 Airport Dr Romulus, MI 140 794 303
29185-29225 Airport Dr Romulus, MI 140 792 324
29149-29165 Airport Dr Romulus, MI 216 1,225 340
29101-29115 Airport Dr Romulus, MI 130 738 270
29031-29045 Airport Dr Romulus, MI 124 704 162
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/02
---------------------------------
BUILDING AND
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL
501 Executive Drive 129 822 951
451 Robbins Drive 192 1,353 1,545
1035 Crooks Road 143 1,010 1,153
1095 Crooks Road 360 2,006 2,366
1416 Meijer Drive 121 757 878
1624 Meijer Drive 373 2,264 2,637
1972 Meijer Drive 372 1,965 2,337
1621 Northwood Drive 215 1,260 1,475
1707 Northwood Drive 239 1,301 1,540
1788 Northwood Drive 103 607 710
1821 Northwood Drive 220 1,178 1,398
1826 Northwood Drive 103 554 657
1864 Northwood Drive 107 609 716
1921 Northwood Drive 291 1,797 2,089
2277 Elliott Avenue 104 648 751
2451 Elliott Avenue 164 1,072 1,235
2730 Research Drive 903 4,945 5,847
2791 Research Drive 560 3,017 3,577
2871 Research Drive 327 1,862 2,188
2911 Research Drive 504 2,534 3,038
3011 Research Drive 457 2,453 2,910
2870 Technology Drive 279 1,495 1,774
2900 Technology Drive 219 1,464 1,683
2920 Technology Drive 153 821 974
2930 Technology Drive 138 1,027 1,166
2950 Technology Drive 185 1,115 1,299
23014 Commerce Drive 56 379 435
23028 Commerce Drive 125 919 1,044
23035 Commerce Drive 93 548 640
23042 Commerce Drive 89 586 675
23065 Commerce Drive 93 603 696
23070 Commerce Drive 125 1,097 1,222
23079 Commerce Drive 79 511 590
23093 Commerce Drive 295 1,728 2,023
23135 Commerce Drive 158 972 1,130
23163 Commerce Drive 138 804 943
23177 Commerce Drive 254 1,675 1,929
23206 Commerce Drive 137 1,144 1,282
23290 Commerce Drive 210 1,261 1,472
23370 Commerce Drive 66 390 457
32450 N Avis Drive 286 2,132 2,418
11866 Hubbard 191 1,158 1,349
12050-12300 Hubbard (g) 428 3,065 3,493
38300 Plymouth Road 835 4,697 5,531
12707 Eckles Road 267 1,543 1,809
9300-9328 Harrison Rd 154 1,053 1,207
9330-9358 Harrison Rd 85 710 795
28420-28448 Highland Rd 149 1,027 1,177
28450-28478 Highland Rd 85 831 916
28421-28449 Highland Rd 114 940 1,054
28451-28479 Highland Rd 112 788 900
28825-28909 Highland Rd 73 653 726
28933-29017 Highland Rd 117 841 958
28824-28908 Highland Rd 140 1,154 1,294
28932-29016 Highland Rd 128 927 1,055
9710-9734 Harrison Rd 130 843 974
9740-9772 Harrison Rd 138 985 1,123
9840-9868 Harrison Rd 151 974 1,124
9800-9824 Harrison Rd 123 849 971
29265-29285 Airport Dr 147 1,091 1,237
29185-29225 Airport Dr 146 1,110 1,256
29149-29165 Airport Dr 226 1,555 1,781
29101-29115 Airport Dr 136 1,002 1,138
29031-29045 Airport Dr 130 860 990
ACCUMULATED
DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS)
501 Executive Drive 391 1984 (n)
451 Robbins Drive 855 1975 (n)
1035 Crooks Road 548 1980 (n)
1095 Crooks Road 995 1986 (n)
1416 Meijer Drive 438 1980 (n)
1624 Meijer Drive 1,167 1984 (n)
1972 Meijer Drive 972 1985 (n)
1621 Northwood Drive 908 1977 (n)
1707 Northwood Drive 695 1983 (n)
1788 Northwood Drive 426 1977 (n)
1821 Northwood Drive 804 1977 (n)
1826 Northwood Drive 377 1977 (n)
1864 Northwood Drive 419 1977 (n)
1921 Northwood Drive 1,179 1977 (n)
2277 Elliott Avenue 396 1975 (n)
2451 Elliott Avenue 739 1974 (n)
2730 Research Drive 2,411 1988 (n)
2791 Research Drive 1,364 1991 (n)
2871 Research Drive 797 1991 (n)
2911 Research Drive 1,154 1992 (n)
3011 Research Drive 1,183 1988 (n)
2870 Technology Drive 720 1988 (n)
2900 Technology Drive 735 1992 (n)
2920 Technology Drive 359 1992 (n)
2930 Technology Drive 425 1991 (n)
2950 Technology Drive 525 1991 (n)
23014 Commerce Drive 195 1983 (n)
23028 Commerce Drive 547 1983 (n)
23035 Commerce Drive 278 1983 (n)
23042 Commerce Drive 332 1983 (n)
23065 Commerce Drive 305 1983 (n)
23070 Commerce Drive 597 1983 (n)
23079 Commerce Drive 263 1983 (n)
23093 Commerce Drive 904 1983 (n)
23135 Commerce Drive 470 1986 (n)
23163 Commerce Drive 386 1986 (n)
23177 Commerce Drive 867 1986 (n)
23206 Commerce Drive 711 1985 (n)
23290 Commerce Drive 721 1980 (n)
23370 Commerce Drive 238 1980 (n)
32450 N Avis Drive 505 1974 (n)
11866 Hubbard 197 1979 (n)
12050-12300 Hubbard (g) 739 1981 (n)
38300 Plymouth Road 567 1997 (n)
12707 Eckles Road 247 1990 (n)
9300-9328 Harrison Rd 173 1978 (n)
9330-9358 Harrison Rd 166 1978 (n)
28420-28448 Highland Rd 188 1979 (n)
28450-28478 Highland Rd 183 1979 (n)
28421-28449 Highland Rd 190 1980 (n)
28451-28479 Highland Rd 146 1980 (n)
28825-28909 Highland Rd 119 1981 (n)
28933-29017 Highland Rd 184 1982 (n)
28824-28908 Highland Rd 220 1982 (n)
28932-29016 Highland Rd 225 1982 (n)
9710-9734 Harrison Rd 165 1987 (n)
9740-9772 Harrison Rd 217 1987 (n)
9840-9868 Harrison Rd 173 1987 (n)
9800-9824 Harrison Rd 173 1987 (n)
29265-29285 Airport Dr 185 1983 (n)
29185-29225 Airport Dr 207 1983 (n)
29149-29165 Airport Dr 274 1984 (n)
29101-29115 Airport Dr 183 1985 (n)
29031-29045 Airport Dr 136 1985 (n)
S-7
COSTS
CAPITALIZED
SUBSEQUENT TO
ACQUISITION OR
(b) COMPLETION
INITIAL COST AND VALUATION
LOCATION (a) --------------------- PROVISION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS --------------
29050-29062 Airport Dr Romulus, MI 127 718 193
29120-29134 Airport Dr Romulus, MI 161 912 499
29200-29214 Airport Dr Romulus, MI 170 963 348
9301-9339 Middlebelt Rd Romulus, MI 124 703 162
26980 Trolley Industrial Drive Taylor, MI 450 2,550 931
33200 Capitol Avenue Livonia, MI 236 1,309 186
32975 Capitol Avenue Livonia, MI 135 748 94
2725 S. Industrial Highway Ann Arbor, MI 660 3,654 544
32920 Capitol Avenue Livonia, MI 76 422 86
11862 Brookfield Avenue Livonia, MI 85 471 128
11923 Brookfield Avenue Livonia, MI 120 665 459
11965 Brookfield Avenue Livonia, MI 120 665 78
34005 Schoolcraft Road Livonia, MI 107 592 177
13405 Stark Road Livonia, MI 46 254 34
1170 Chicago Road Troy, MI 249 1,380 143
1200 Chicago Road Troy, MI 268 1,483 141
450 Robbins Drive Troy, MI 166 920 110
1230 Chicago Road Troy, MI 271 1,498 142
12886 Westmore Avenue Livonia, MI 190 1,050 199
12898 Westmore Avenue Livonia, MI 190 1,050 188
33025 Industrial Road Livonia, MI 80 442 84
47711 Clipper Street Plymouth Township, MI 539 2,983 266
32975 Industrial Road Livonia, MI 160 887 178
32985 Industrial Road Livonia, MI 137 761 127
32995 Industrial Road Livonia, MI 160 887 180
12874 Westmore Avenue Livonia, MI 137 761 125
33067 Industrial Road Livonia, MI 160 887 112
1775 Bellingham Troy, MI 344 1,902 274
1785 East Maple Troy, MI 92 507 83
1807 East Maple Troy, MI 321 1,775 199
980 Chicago Troy, MI 206 1,141 103
1840 Enterprise Drive Rochester Hills, MI 573 3,170 278
1885 Enterprise Drive Rochester Hills, MI 209 1,158 110
1935-55 Enterprise Drive Rochester Hills, MI 1,285 7,144 823
5500 Enterprise Court Warren, MI 675 3,737 447
750 Chicago Road Troy, MI 323 1,790 278
800 Chicago Road Troy, MI 283 1,567 498
850 Chicago Road Troy, MI 183 1,016 178
2805 S. Industrial Highway Ann Arbor, MI 318 1,762 263
6833 Center Drive Sterling Heights, MI 467 2,583 218
32201 North Avis Drive Madison Heights, MI 345 1,911 423
1100 East Mandoline Road Madison Heights, MI 888 4,915 1,229
30081 Stephenson Highway Madison Heights, MI 271 1,499 349
1120 John A. Papalas Drive (h) Lincoln Park, MI 586 3,241 598
4872 S. Lapeer Road Lake Orion Twsp, MI 1,342 5,441 231
775 James L. Hart Parkway Ypsilanti, MI 348 1,536 864
1400 Allen Drive Troy, MI 209 1,154 119
1408 Allen Drive Troy, MI 151 834 150
1305 Stephenson Hwy Troy, MI 345 1,907 79
32505 Industrial Drive Madison Heights, MI 345 1,910 46
1799-1813 Northfield Drive (g) Rochester Hills, MI 481 2,665 83
GRAND RAPIDS
5050 Kendrick Court SE Grand Rapids, MI 1,721 11,433 4,581
5015 52nd Street SE Grand Rapids, MI 234 1,321 65
HOUSTON
2102-2314 Edwards Street Houston, TX 348 1,973 965
4545 Eastpark Drive Houston, TX 235 1,331 205
3351 Rauch St Houston, TX 272 1,541 250
3851 Yale St Houston, TX 413 2,343 314
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/02
----------------------------------
BUILDING AND
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL
29050-29062 Airport Dr 133 905 1,038
29120-29134 Airport Dr 169 1,404 1,573
29200-29214 Airport Dr 178 1,302 1,480
9301-9339 Middlebelt Rd 130 859 989
26980 Trolley Industrial Drive 463 3,468 3,931
33200 Capitol Avenue 252 1,479 1,731
32975 Capitol Avenue 144 832 977
2725 S. Industrial Highway 704 4,154 4,858
32920 Capitol Avenue 82 502 584
11862 Brookfield Avenue 91 593 684
11923 Brookfield Avenue 128 1,116 1,244
11965 Brookfield Avenue 128 734 863
34005 Schoolcraft Road 114 761 876
13405 Stark Road 49 285 334
1170 Chicago Road 266 1,506 1,772
1200 Chicago Road 286 1,607 1,892
450 Robbins Drive 178 1,019 1,196
1230 Chicago Road 289 1,622 1,911
12886 Westmore Avenue 202 1,236 1,439
12898 Westmore Avenue 202 1,226 1,428
33025 Industrial Road 85 521 606
47711 Clipper Street 575 3,213 3,788
32975 Industrial Road 171 1,054 1,225
32985 Industrial Road 147 878 1,025
32995 Industrial Road 171 1,056 1,227
12874 Westmore Avenue 147 876 1,023
33067 Industrial Road 171 988 1,159
1775 Bellingham 367 2,153 2,520
1785 East Maple 98 585 682
1807 East Maple 342 1,953 2,295
980 Chicago 220 1,230 1,450
1840 Enterprise Drive 611 3,410 4,021
1885 Enterprise Drive 223 1,254 1,477
1935-55 Enterprise Drive 1,371 7,881 9,252
5500 Enterprise Court 721 4,138 4,859
750 Chicago Road 345 2,046 2,391
800 Chicago Road 302 2,046 2,348
850 Chicago Road 196 1,181 1,377
2805 S. Industrial Highway 340 2,004 2,343
6833 Center Drive 493 2,775 3,268
32201 North Avis Drive 349 2,331 2,680
1100 East Mandoline Road 897 6,135 7,033
30081 Stephenson Highway 274 1,844 2,118
1120 John A. Papalas Drive (h) 593 3,832 4,425
4872 S. Lapeer Road 1,412 5,602 7,014
775 James L. Hart Parkway 604 2,144 2,748
1400 Allen Drive 212 1,270 1,482
1408 Allen Drive 153 981 1,134
1305 Stephenson Hwy 350 1,980 2,331
32505 Industrial Drive 351 1,949 2,300
1799-1813 Northfield Drive (g) 490 2,739 3,229
GRAND RAPIDS
5050 Kendrick Court SE 1,721 16,014 17,735
5015 52nd Street SE 234 1,386 1,620
HOUSTON
2102-2314 Edwards Street 382 2,904 3,286
4545 Eastpark Drive 240 1,531 1,771
3351 Rauch St 278 1,785 2,063
3851 Yale St 425 2,646 3,070
ACCUMULATED
DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS)
29050-29062 Airport Dr 160 1986 (n)
29120-29134 Airport Dr 302 1986 (n)
29200-29214 Airport Dr 204 1985 (n)
9301-9339 Middlebelt Rd 138 1983 (n)
26980 Trolley Industrial Drive 416 1997 (n)
33200 Capitol Avenue 168 1977 (n)
32975 Capitol Avenue 105 1978 (n)
2725 S. Industrial Highway 643 1997 (n)
32920 Capitol Avenue 64 1973 (n)
11862 Brookfield Avenue 73 1972 (n)
11923 Brookfield Avenue 224 1973 (n)
11965 Brookfield Avenue 94 1973 (n)
34005 Schoolcraft Road 92 1981 (n)
13405 Stark Road 33 1980 (n)
1170 Chicago Road 174 1983 (n)
1200 Chicago Road 185 1984 (n)
450 Robbins Drive 117 1976 (n)
1230 Chicago Road 186 1996 (n)
12886 Westmore Avenue 145 1981 (n)
12898 Westmore Avenue 147 1981 (n)
33025 Industrial Road 58 1980 (n)
47711 Clipper Street 370 1996 (n)
32975 Industrial Road 131 1984 (n)
32985 Industrial Road 97 1985 (n)
32995 Industrial Road 116 1983 (n)
12874 Westmore Avenue 98 1984 (n)
33067 Industrial Road 120 1984 (n)
1775 Bellingham 293 1987 (n)
1785 East Maple 67 1985 (n)
1807 East Maple 224 1984 (n)
980 Chicago 142 1985 (n)
1840 Enterprise Drive 393 1990 (n)
1885 Enterprise Drive 144 1990 (n)
1935-55 Enterprise Drive 995 1990 (n)
5500 Enterprise Court 473 1989 (n)
750 Chicago Road 256 1986 (n)
800 Chicago Road 226 1985 (n)
850 Chicago Road 130 1984 (n)
2805 S. Industrial Highway 231 1990 (n)
6833 Center Drive 334 1998 (n)
32201 North Avis Drive 265 1974 (n)
1100 East Mandoline Road 712 1967 (n)
30081 Stephenson Highway 217 1967 (n)
1120 John A. Papalas Drive (h) 521 1985 (n)
4872 S. Lapeer Road 423 1999 (n)
775 James L. Hart Parkway 179 1999 (n)
1400 Allen Drive 65 1979 (n)
1408 Allen Drive 47 1979 (n)
1305 Stephenson Hwy 102 1979 (n)
32505 Industrial Drive 101 1979 (n)
1799-1813 Northfield Drive (g) 145 1980 (n)
GRAND RAPIDS
5050 Kendrick Court SE 3,410 1988 (n)
5015 52nd Street SE 295 1987 (n)
HOUSTON
2102-2314 Edwards Street 494 1961 (n)
4545 Eastpark Drive 191 1972 (n)
3351 Rauch St 240 1970 (n)
3851 Yale St 327 1971 (n)
S-8
COSTS
CAPITALIZED
SUBSEQUENT TO
ACQUISITION OR
(b) COMPLETION
INITIAL COST AND VALUATION
LOCATION (a) ------------------- PROVISION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS --------------
3337-3347 Rauch Street Houston, TX 227 1,287 286
8505 N Loop East Houston, TX 439 2,489 133
4749-4799 Eastpark Dr Houston, TX 594 3,368 743
4851 Homestead Road Houston, TX 491 2,782 530
3365-3385 Rauch Street Houston, TX 284 1,611 164
5050 Campbell Road Houston, TX 461 2,610 275
4300 Pine Timbers Houston, TX 489 2,769 515
7901 Blankenship Houston, TX 136 772 316
2500-2530 Fairway Park Drive Houston, TX 766 4,342 589
6550 Longpointe Houston, TX 362 2,050 446
1815 Turning Basin Dr Houston, TX 487 2,761 493
1819 Turning Basin Dr Houston, TX 231 1,308 417
1805 Turning Basin Drive Houston, TX 564 3,197 631
7000 Empire Drive Houston, TX 450 2,552 904
9777 West Gulfbank Drive Houston, TX 1,217 6,899 1,129
9835A Genard Road Houston, TX 1,505 8,333 2,377
9835B Genard Road Houston, TX 245 1,357 462
10161 Harwin Drive Houston, TX 505 2,861 243
10165 Harwin Drive Houston, TX 218 1,234 408
10175 Harwin Drive Houston, TX 267 1,515 341
10325-10415 Landsbury Drive (h) Houston, TX 696 3,854 81
INDIANAPOLIS
2400 North Shadeland Indianapolis, IN 142 802 80
2402 North Shadeland Indianapolis, IN 466 2,640 383
7901 West 21st St. Indianapolis, IN 1,063 6,027 100
1445 Brookville Way Indianapolis, IN 459 2,603 516
1440 Brookville Way Indianapolis, IN 665 3,770 352
1240 Brookville Way Indianapolis, IN 247 1,402 291
1220 Brookville Way Indianapolis, IN 223 40 52
1345 Brookville Way Indianapolis, IN (c) 586 3,321 609
1350 Brookville Way Indianapolis, IN 205 1,161 162
1341 Sadlier Circle E Dr Indianapolis, IN (c) 131 743 172
1322-1438 Sadlier Circle E Dr Indianapolis, IN (c) 145 822 293
1327-1441 Sadlier Circle E Dr Indianapolis, IN (c) 218 1,234 356
1304 Sadlier Circle E Dr Indianapolis, IN (c) 71 405 149
1402 Sadlier Circle E Dr Indianapolis, IN (c) 165 934 251
1504 Sadlier Circle E Dr Indianapolis, IN (c) 219 1,238 264
1311 Sadlier Circle E Dr Indianapolis, IN (c) 54 304 114
1365 Sadlier Circle E Dr Indianapolis, IN (c) 121 688 239
1352-1354 Sadlier Circle E Dr Indianapolis, IN (c) 178 1,008 314
1335 Sadlier Circle E Dr Indianapolis, IN (c) 81 460 123
1327 Sadlier Circle E Dr Indianapolis, IN (c) 52 295 72
1425 Sadlier Circle E Dr Indianapolis, IN (c) 21 117 31
1230 Brookville Way Indianapolis, IN 103 586 49
6951 E 30th St Indianapolis, IN 256 1,449 288
6701 E 30th St Indianapolis, IN 78 443 43
6737 E 30th St Indianapolis, IN 385 2,181 412
1225 Brookville Way Indianapolis, IN 60 - 417
6555 E 30th St Indianapolis, IN 840 4,760 1,267
2432-2436 Shadeland Indianapolis, IN 212 1,199 363
8402-8440 E 33rd St Indianapolis, IN 222 1,260 348
8520-8630 E 33rd St Indianapolis, IN 326 1,848 464
8710-8768 E 33rd St Indianapolis, IN 175 993 352
3316-3346 N. Pagosa Court Indianapolis, IN 325 1,842 347
3331 Raton Court Indianapolis, IN 138 802 139
6751 E 30th St Indianapolis, IN 728 2,837 169
6041 Guion Road Indianapolis, IN 123 678 10
9210 East 146th Street Noblesville, IN 552 684 515
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/02
---------------------------------
BUILDING AND
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL
3337-3347 Rauch Street 233 1,568 1,801
8505 N Loop East 449 2,613 3,062
4749-4799 Eastpark Dr 611 4,094 4,705
4851 Homestead Road 504 3,299 3,803
3365-3385 Rauch Street 290 1,769 2,059
5050 Campbell Road 470 2,875 3,345
4300 Pine Timbers 499 3,273 3,772
7901 Blankenship 140 1,084 1,224
2500-2530 Fairway Park Drive 792 4,905 5,697
6550 Longpointe 370 2,488 2,858
1815 Turning Basin Dr 531 3,210 3,741
1819 Turning Basin Dr 251 1,705 1,955
1805 Turning Basin Drive 616 3,776 4,392
7000 Empire Drive 452 3,454 3,906
9777 West Gulfbank Drive 1,216 8,029 9,245
9835A Genard Road 1,581 10,634 12,215
9835B Genard Road 256 1,808 2,063
10161 Harwin Drive 511 3,098 3,609
10165 Harwin Drive 220 1,639 1,860
10175 Harwin Drive 270 1,852 2,123
10325-10415 Landsbury Drive (h) 705 3,925 4,631
INDIANAPOLIS
2400 North Shadeland 149 875 1,024
2402 North Shadeland 489 3,001 3,490
7901 West 21st St. 1,048 6,142 7,190
1445 Brookville Way 476 3,103 3,579
1440 Brookville Way 685 4,102 4,787
1240 Brookville Way 258 1,683 1,940
1220 Brookville Way 226 89 315
1345 Brookville Way 601 3,914 4,515
1350 Brookville Way 212 1,316 1,528
1341 Sadlier Circle E Dr 136 910 1,046
1322-1438 Sadlier Circle E Dr 152 1,108 1,260
1327-1441 Sadlier Circle E Dr 225 1,583 1,807
1304 Sadlier Circle E Dr 75 550 625
1402 Sadlier Circle E Dr 171 1,179 1,350
1504 Sadlier Circle E Dr 226 1,495 1,720
1311 Sadlier Circle E Dr 57 414 471
1365 Sadlier Circle E Dr 126 922 1,048
1352-1354 Sadlier Circle E Dr 184 1,315 1,499
1335 Sadlier Circle E Dr 85 579 664
1327 Sadlier Circle E Dr 55 364 419
1425 Sadlier Circle E Dr 23 146 169
1230 Brookville Way 109 630 739
6951 E 30th St 265 1,728 1,993
6701 E 30th St 82 481 564
6737 E 30th St 398 2,579 2,977
1225 Brookville Way 68 409 477
6555 E 30th St 484 6,382 6,867
2432-2436 Shadeland 230 1,543 1,773
8402-8440 E 33rd St 230 1,600 1,830
8520-8630 E 33rd St 336 2,303 2,639
8710-8768 E 33rd St 187 1,333 1,520
3316-3346 N. Pagosa Court 335 2,179 2,514
3331 Raton Court 138 941 1,079
6751 E 30th St 741 2,992 3,734
6041 Guion Road 124 687 811
9210 East 146th Street 315 1,436 1,751
ACCUMULATED
DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS)
3337-3347 Rauch Street 260 1970 (n)
8505 N Loop East 321 1981 (n)
4749-4799 Eastpark Dr 494 1979 (n)
4851 Homestead Road 469 1973 (n)
3365-3385 Rauch Street 257 1970 (n)
5050 Campbell Road 370 1970 (n)
4300 Pine Timbers 419 1980 (n)
7901 Blankenship 188 1972 (n)
2500-2530 Fairway Park Drive 711 1974 (n)
6550 Longpointe 346 1980 (n)
1815 Turning Basin Dr 395 1980 (n)
1819 Turning Basin Dr 197 1980 (n)
1805 Turning Basin Drive 475 1980 (n)
7000 Empire Drive 621 1980 (n)
9777 West Gulfbank Drive 1,275 1980 (n)
9835A Genard Road 736 1980 (n)
9835B Genard Road 147 1980 (n)
10161 Harwin Drive 226 1979/1981 (n)
10165 Harwin Drive 165 1979/1981 (n)
10175 Harwin Drive 240 1979/1981 (n)
10325-10415 Landsbury Drive (h) 50 1982 (n)
INDIANAPOLIS
2400 North Shadeland 117 1970 (n)
2402 North Shadeland 447 1970 (n)
7901 West 21st St. 870 1985 (n)
1445 Brookville Way 595 1989 (n)
1440 Brookville Way 705 1990 (n)
1240 Brookville Way 347 1990 (n)
1220 Brookville Way 16 1990 (n)
1345 Brookville Way 739 1992 (n)
1350 Brookville Way 235 1994 (n)
1341 Sadlier Circle E Dr 183 1971/1992 (n)
1322-1438 Sadlier Circle E Dr 242 1971/1992 (n)
1327-1441 Sadlier Circle E Dr 311 1992 (n)
1304 Sadlier Circle E Dr 106 1971/1992 (n)
1402 Sadlier Circle E Dr 221 1970/1992 (n)
1504 Sadlier Circle E Dr 237 1971/1992 (n)
1311 Sadlier Circle E Dr 116 1971/1992 (n)
1365 Sadlier Circle E Dr 166 1971/1992 (n)
1352-1354 Sadlier Circle E Dr 256 1970/1992 (n)
1335 Sadlier Circle E Dr 99 1971/1992 (n)
1327 Sadlier Circle E Dr 59 1971/1992 (n)
1425 Sadlier Circle E Dr 25 1971/1992 (n)
1230 Brookville Way 109 1995 (n)
6951 E 30th St 392 1995 (n)
6701 E 30th St 82 1995 (n)
6737 E 30th St 466 1995 (n)
1225 Brookville Way 59 1997 (n)
6555 E 30th St 1,502 1969/1981 (n)
2432-2436 Shadeland 264 1968 (n)
8402-8440 E 33rd St 302 1977 (n)
8520-8630 E 33rd St 399 1976 (n)
8710-8768 E 33rd St 238 1979 (n)
3316-3346 N. Pagosa Court 401 1977 (n)
3331 Raton Court 149 1979 (n)
6751 E 30th St 395 1997 (n)
6041 Guion Road 3 1968 (n)
9210 East 146th Street 140 1978 (n)
S-9
COSTS
CAPITALIZED
SUBSEQUENT TO
ACQUISITION OR
(b) COMPLETION
INITIAL COST AND VALUATION
LOCATION (a) --------------------- PROVISION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS --------------
LOS ANGELES
5220 Fourth Street Irwindale, CA 270 1,529 55
15705 Arrow Highway Irwindale, CA 157 892 31
15709 Arrow Highway Irwindale, CA 225 1,275 32
6407-6419 Alondra Blvd. Paramount, CA 137 774 29
6423-6431 Alondra Blvd. Paramount, CA 115 650 29
15101-15141 S. Figueroa St. (g) Los Angeles, CA 1,163 6,588 352
20816-18 Higgins Court Torrance, CA 74 419 31
21136 South Wilmington Ave Carson, CA 1,234 6,994 164
19914 Via Baron Way Rancho Dominguez, CA (d) 1,590 9,010 182
2035 E. Vista Bella Way Rancho Dominguez, CA (e) 1,382 7,829 281
14141 Alondra Blvd. Santa Fe Springs, CA 2,570 14,565 184
12616 Yukon Ave. Hawthorne, CA 685 3,884 47
3355 El Segundo Blvd (h) Hawthorne, CA 267 1,510 20
12621 Cerise Hawthorne, CA 413 2,344 28
1830 W. 208th Street Torrance, CA 102 578 26
20807-09 Higgins Court Torrance, CA 105 596 28
20801-03 Higgins Court Torrance, CA 106 599 28
20817-19 S. Western Ave. Torrance, CA 95 541 30
20915-17 S. Western Ave. Torrance, CA 95 541 25
20908-10 Higgins Court Torrance, CA 96 541 26
20914-16 Higgins Court Torrance, CA 80 452 39
12700-12712 Yukon Ave. (h) Hawthorne, CA 572 3,239 50
42374 Avenida Alvarado (h) Temecula, CA 797 4,514 78
LOUISVILLE
9001 Cane Run Road Louisville, KY 524 - 5,577
9101 Cane Run Road Louisville, KY 973 - 5,748
MILWAUKEE
6523 N Sydney Place Glendale, WI 172 976 206
8800 W Bradley Milwaukee, WI 375 2,125 151
4560 N 124th Street Wauwatosa, WI 118 667 85
4410-80 North 132nd Street Butler, WI 355 - 4,023
MINNEAPOLIS/ST. PAUL
6507-6545 Cecilia Circle Bloomington, MN 357 1,320 820
1275 Corporate Center Drive Eagan, MN 80 357 69
1279 Corporate Center Drive Eagan, MN 105 357 164
6201 West 111th Street Bloomington, MN 1,358 8,622 3,755
6403-6545 Cecilia Drive Bloomington, MN 366 1,363 771
6925-6943 Washington Avenue Edina, MN 117 504 888
6955-6973 Washington Avenue Edina, MN 117 486 532
7251-7267 Washington Avenue Edina, MN 129 382 467
7301-7325 Washington Avenue Edina, MN 174 391 541
7101 Winnetka Avenue North Brooklyn Park, MN 2,195 6,084 2,136
7600 Golden Triangle Drive Eden Prairie, MN 566 1,394 1,565
9901 West 74th Street Eden Prairie, MN 621 3,289 2,941
11201 Hampshire Avenue South Bloomington, MN 495 1,035 866
12220-12222 Nicollet Avenue Burnsville, MN 105 425 364
12250-12268 Nicollet Avenue Burnsville, MN 260 1,054 488
12224-12226 Nicollet Avenue Burnsville, MN 190 770 326
980 Lone Oak Road Eagan, MN 683 4,103 833
990 Lone Oak Road Eagan, MN 883 5,575 1,006
1030 Lone Oak Road Eagan, MN 456 2,703 398
1060 Lone Oak Road Eagan, MN 624 3,700 576
5400 Nathan Lane Plymouth, MN 749 4,461 657
6464 Sycamore Court Maple Grove, MN 457 2,730 279
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/02
----------------------------------
BUILDING AND
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL
LOS ANGELES
5220 Fourth Street 274 1,580 1,854
15705 Arrow Highway 160 921 1,081
15709 Arrow Highway 228 1,304 1,532
6407-6419 Alondra Blvd. 140 800 940
6423-6431 Alondra Blvd. 118 676 794
15101-15141 S. Figueroa St. (g) 1,175 6,927 8,102
20816-18 Higgins Court 75 449 524
21136 South Wilmington Ave 1,246 7,145 8,392
19914 Via Baron Way 1,616 9,166 10,782
2035 E. Vista Bella Way 1,406 8,086 9,491
14141 Alondra Blvd. 2,598 14,721 17,319
12616 Yukon Ave. 692 3,924 4,616
3355 El Segundo Blvd (h) 270 1,527 1,797
12621 Cerise 417 2,368 2,785
1830 W. 208th Street 103 602 705
20807-09 Higgins Court 107 622 729
20801-03 Higgins Court 107 625 732
20817-19 S. Western Ave. 97 569 666
20915-17 S. Western Ave. 97 564 661
20908-10 Higgins Court 97 565 662
20914-16 Higgins Court 81 489 570
12700-12712 Yukon Ave. (h) 579 3,281 3,860
42374 Avenida Alvarado (h) 808 4,580 5,388
LOUISVILLE
9001 Cane Run Road 560 5,541 6,101
9101 Cane Run Road 608 6,113 6,721
MILWAUKEE
6523 N Sydney Place 176 1,179 1,355
8800 W Bradley 388 2,263 2,651
4560 N 124th Street 129 740 870
4410-80 North 132nd Street 359 4,019 4,378
MINNEAPOLIS/ST. PAUL
6507-6545 Cecilia Circle 386 2,111 2,497
1275 Corporate Center Drive 93 414 506
1279 Corporate Center Drive 109 518 626
6201 West 111th Street 1,499 12,237 13,735
6403-6545 Cecilia Drive 395 2,105 2,500
6925-6943 Washington Avenue 237 1,272 1,509
6955-6973 Washington Avenue 207 928 1,135
7251-7267 Washington Avenue 182 795 978
7301-7325 Washington Avenue 193 913 1,106
7101 Winnetka Avenue North 2,228 8,187 10,415
7600 Golden Triangle Drive 615 2,910 3,525
9901 West 74th Street 639 6,212 6,851
11201 Hampshire Avenue South 502 1,895 2,396
12220-12222 Nicollet Avenue 114 780 894
12250-12268 Nicollet Avenue 296 1,506 1,802
12224-12226 Nicollet Avenue 207 1,079 1,286
980 Lone Oak Road 683 4,936 5,619
990 Lone Oak Road 873 6,591 7,463
1030 Lone Oak Road 456 3,101 3,557
1060 Lone Oak Road 624 4,276 4,901
5400 Nathan Lane 757 5,110 5,867
6464 Sycamore Court 457 3,009 3,466
ACCUMULATED
DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS)
LOS ANGELES
5220 Fourth Street 95 2000 (n)
15705 Arrow Highway 56 1987 (n)
15709 Arrow Highway 74 1987 (n)
6407-6419 Alondra Blvd. 45 1985 (n)
6423-6431 Alondra Blvd. 41 1985 (n)
15101-15141 S. Figueroa St. (g) 328 1982 (n)
20816-18 Higgins Court 20 1981 (n)
21136 South Wilmington Ave 263 1989 (n)
19914 Via Baron Way 126 1973 (n)
2035 E. Vista Bella Way 151 1972 (n)
14141 Alondra Blvd. 215 1969 (n)
12616 Yukon Ave. 41 1987 (n)
3355 El Segundo Blvd (h) 16 1959 (n)
12621 Cerise 25 1959 (n)
1830 W. 208th Street 26 1981 (n)
20807-09 Higgins Court 27 1981 (n)
20801-03 Higgins Court 27 1981 (n)
20817-19 S. Western Ave. 25 1981 (n)
20915-17 S. Western Ave. 25 1981 (n)
20908-10 Higgins Court 24 1981 (n)
20914-16 Higgins Court 21 1981 (n)
12700-12712 Yukon Ave. (h) 35 1960 (n)
42374 Avenida Alvarado (h) 10 1987 (n)
LOUISVILLE
9001 Cane Run Road 735 1998 (n)
9101 Cane Run Road 219 2000 (n)
MILWAUKEE
6523 N Sydney Place 208 1978 (n)
8800 W Bradley 369 1982 (n)
4560 N 124th Street 103 1976 (n)
4410-80 North 132nd Street 209 1999 (n)
MINNEAPOLIS/ST. PAUL
6507-6545 Cecilia Circle 1,182 1980 (n)
1275 Corporate Center Drive 195 1990 (n)
1279 Corporate Center Drive 215 1990 (n)
6201 West 111th Street 4,308 1987 (n)
6403-6545 Cecilia Drive 1,215 1980 (n)
6925-6943 Washington Avenue 974 1972 (n)
6955-6973 Washington Avenue 833 1972 (n)
7251-7267 Washington Avenue 708 1972 (n)
7301-7325 Washington Avenue 1,004 1972 (n)
7101 Winnetka Avenue North 4,021 1990 (n)
7600 Golden Triangle Drive 1,688 1989 (n)
9901 West 74th Street 2,305 1983/88 (n)
11201 Hampshire Avenue South 1,047 1986 (n)
12220-12222 Nicollet Avenue 315 1989/90 (n)
12250-12268 Nicollet Avenue 589 1989/90 (n)
12224-12226 Nicollet Avenue 430 1989/90 (n)
980 Lone Oak Road 1,457 1992 (n)
990 Lone Oak Road 1,779 1989 (n)
1030 Lone Oak Road 658 1988 (n)
1060 Lone Oak Road 1,103 1988 (n)
5400 Nathan Lane 898 1990 (n)
6464 Sycamore Court 697 1990 (n)
S-10
COSTS
CAPITALIZED
SUBSEQUENT TO
ACQUISITION OR
(b) COMPLETION
INITIAL COST AND VALUATION
LOCATION (a) -------------------- PROVISION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS --------------
10120 W 76th Street Eden Prairie, MN 315 1,804 1,471
7615 Golden Triangle Eden Prairie, MN 268 1,532 1,141
7625 Golden Triangle Eden Prairie, MN 415 2,375 924
2605 Fernbrook Lane North Plymouth, MN 443 2,533 438
12155 Nicollet Ave. Burnsville, MN 286 - 1,890
73rd Avenue North Brooklyn Park, MN 504 2,856 136
1905 W Country Road C Roseville, MN 402 2,278 75
2720 Arthur Street Roseville, MN 824 4,671 79
10205 51st Avenue North Plymouth, MN 180 1,020 89
4100 Peavey Road Chaska, MN 399 2,261 645
11300 Hamshire Ave South Bloomington, MN 527 2,985 1,836
375 Rivertown Drive Woodbury, MN 1,083 6,135 2,741
5205 Highway 169 Plymouth, MN 446 2,525 1,076
6451-6595 Citywest Parkway Eden Prairie, MN 525 2,975 827
7500-7546 Washington Square Eden Prairie, MN 229 1,300 112
7550-7558 Washington Square Eden Prairie, MN 153 867 41
5240-5300 Valley Industrial Blvd S Shakopee, MN 362 2,049 776
7125 Northland Terrace Brooklyn Park, MN 660 3,740 771
6900 Shady Oak Road Eden Prairie, MN 310 1,756 438
6477-6525 City West Parkway Eden Prairie, MN 810 4,590 381
1157 Valley Park Drive Shakopee, MN 760 - 6,067
500-530 Kasota Avenue SE Minneapolis, MN 415 2,354 674
770-786 Kasota Avenue SE Minneapolis, MN 333 1,888 462
800 Kasota Avenue SE Minneapolis, MN 524 2,971 640
2530-2570 Kasota Avenue St. Paul, MN 407 2,308 718
504 Malcom Ave. SE Minneapolis, MN 757 - 6,117
5555 12th Ave. East Shakopee, MN 1,157 - 3,396
NASHVILLE
417 Harding Industrial Drive Nashville, TN 763 4,965 1,222
3099 Barry Drive Portland, TN 418 2,368 71
3150 Barry Drive Portland, TN 941 5,333 289
5599 Highway 31 West Portland, TN 564 3,196 78
1650 Elm Hill Pike Nashville, TN 329 1,867 145
1102 Appleton Drive Nashville, TN 154 873 26
1931 Air Lane Drive Nashville, TN 489 2,785 271
470 Metroplex Drive (g) Nashville, TN 619 3,507 1,326
1150 Antiock Pike Nashville, TN 661 3,748 207
4640 Cummings Park Nashville, TN 360 2,040 147
211 Nesbitt North Nashville, TN 399 2,261 107
211 Nesbitt South Nashville, TN 400 2,266 106
211 Nesbitt West Nashville, TN 217 1,232 19
556 Metroplex Drive Nashville, TN 227 1,285 215
7600 Eastgate Blvd. Lebanon, TN 1,375 - 3
NORTHERN NEW JERSEY
60 Ethel Road West Piscataway, NJ 252 1,426 329
70 Ethel Road West Piscataway, NJ 431 2,443 458
601-629 Montrose Avenue South Plainfield, NJ 487 2,762 616
9 Princess Road Lawrenceville, NJ 221 1,254 134
11 Princess Road Lawrenceville, NJ 491 2,780 330
15 Princess Road Lawrenceville, NJ 234 1,328 287
17 Princess Road Lawrenceville, NJ 342 1,936 81
220 Hanover Avenue Hanover, NJ 1,361 7,715 600
244 Shefield Street Mountainside, NJ 201 1,141 296
31 West Forest Street (g) Englewood, NJ 941 5,333 882
25 World's Fair Drive Franklin, NJ 285 1,616 207
14 World's Fair Drive Franklin, NJ 483 2,735 473
16 World's Fair Drive Franklin, NJ 174 988 226
18 World's Fair Drive Franklin, NJ 123 699 84
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/02
----------------------------------
BUILDING AND
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL
10120 W 76th Street 315 3,274 3,590
7615 Golden Triangle 268 2,673 2,941
7625 Golden Triangle 415 3,299 3,714
2605 Fernbrook Lane North 445 2,969 3,414
12155 Nicollet Ave. 288 1,888 2,176
73rd Avenue North 512 2,984 3,496
1905 W Country Road C 410 2,345 2,755
2720 Arthur Street 832 4,742 5,574
10205 51st Avenue North 187 1,102 1,289
4100 Peavey Road 415 2,891 3,305
11300 Hamshire Ave South 541 4,807 5,348
375 Rivertown Drive 1,503 8,456 9,959
5205 Highway 169 739 3,307 4,046
6451-6595 Citywest Parkway 538 3,789 4,327
7500-7546 Washington Square 235 1,406 1,641
7550-7558 Washington Square 157 905 1,062
5240-5300 Valley Industrial Blvd S 371 2,815 3,186
7125 Northland Terrace 767 4,404 5,171
6900 Shady Oak Road 340 2,164 2,504
6477-6525 City West Parkway 819 4,961 5,781
1157 Valley Park Drive 888 5,939 6,827
500-530 Kasota Avenue SE 432 3,011 3,444
770-786 Kasota Avenue SE 347 2,336 2,683
800 Kasota Avenue SE 597 3,538 4,134
2530-2570 Kasota Avenue 465 2,968 3,433
504 Malcom Ave. SE 936 5,938 6,874
5555 12th Ave. East 588 3,964 4,553
NASHVILLE
417 Harding Industrial Drive 763 6,188 6,950
3099 Barry Drive 421 2,436 2,857
3150 Barry Drive 980 5,583 6,563
5599 Highway 31 West 571 3,267 3,838
1650 Elm Hill Pike 332 2,009 2,341
1102 Appleton Drive 154 899 1,053
1931 Air Lane Drive 493 3,051 3,544
470 Metroplex Drive (g) 626 4,826 5,452
1150 Antiock Pike 669 3,949 4,617
4640 Cummings Park 365 2,181 2,547
211 Nesbitt North 404 2,363 2,767
211 Nesbitt South 405 2,367 2,772
211 Nesbitt West 220 1,249 1,469
556 Metroplex Drive 231 1,496 1,727
7600 Eastgate Blvd. 1,375 3 1,378
NORTHERN NEW JERSEY
60 Ethel Road West 264 1,743 2,007
70 Ethel Road West 451 2,881 3,333
601-629 Montrose Avenue 512 3,353 3,865
9 Princess Road 234 1,375 1,609
11 Princess Road 516 3,084 3,600
15 Princess Road 247 1,603 1,849
17 Princess Road 345 2,013 2,358
220 Hanover Avenue 1,420 8,257 9,677
244 Shefield Street 210 1,428 1,638
31 West Forest Street (g) 975 6,182 7,157
25 World's Fair Drive 297 1,811 2,108
14 World's Fair Drive 503 3,188 3,692
16 World's Fair Drive 183 1,204 1,388
18 World's Fair Drive 129 776 905
ACCUMULATED
DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS)
10120 W 76th Street 648 1987 (n)
7615 Golden Triangle 727 1987 (n)
7625 Golden Triangle 691 1987 (n)
2605 Fernbrook Lane North 821 1987 (n)
12155 Nicollet Ave. 392 1995 (n)
73rd Avenue North 507 1995 (n)
1905 W Country Road C 395 1993 (n)
2720 Arthur Street 800 1995 (n)
10205 51st Avenue North 192 1990 (n)
4100 Peavey Road 581 1988 (n)
11300 Hamshire Ave South 834 1983 (n)
375 Rivertown Drive 1,170 1996 (n)
5205 Highway 169 639 1960 (n)
6451-6595 Citywest Parkway 961 1984 (n)
7500-7546 Washington Square 214 1975 (n)
7550-7558 Washington Square 142 1975 (n)
5240-5300 Valley Industrial Blvd S 491 1973 (n)
7125 Northland Terrace 626 1996 (n)
6900 Shady Oak Road 291 1980 (n)
6477-6525 City West Parkway 694 1984 (n)
1157 Valley Park Drive 484 1997 (n)
500-530 Kasota Avenue SE 370 1976 (n)
770-786 Kasota Avenue SE 269 1976 (n)
800 Kasota Avenue SE 444 1976 (n)
2530-2570 Kasota Avenue 503 1976 (n)
504 Malcom Ave. SE 355 1997 (n)
5555 12th Ave. East 326 2000 (n)
NASHVILLE
417 Harding Industrial Drive 1,861 1972 (n)
3099 Barry Drive 383 1995 (n)
3150 Barry Drive 876 1993 (n)
5599 Highway 31 West 511 1995 (n)
1650 Elm Hill Pike 302 1984 (n)
1102 Appleton Drive 126 1984 (n)
1931 Air Lane Drive 476 1984 (n)
470 Metroplex Drive (g) 814 1986 (n)
1150 Antiock Pike 508 1987 (n)
4640 Cummings Park 210 1986 (n)
211 Nesbitt North 173 1983 (n)
211 Nesbitt South 233 1983 (n)
211 Nesbitt West 94 1985 (n)
556 Metroplex Drive 61 1983 (n)
7600 Eastgate Blvd. 0 2002 (n)
NORTHERN NEW JERSEY
60 Ethel Road West 269 1982 (n)
70 Ethel Road West 410 1979 (n)
601-629 Montrose Avenue 509 1974 (n)
9 Princess Road 201 1985 (n)
11 Princess Road 502 1985 (n)
15 Princess Road 388 1986 (n)
17 Princess Road 312 1986 (n)
220 Hanover Avenue 1,171 1987 (n)
244 Shefield Street 256 1965/1986 (n)
31 West Forest Street (g) 988 1978 (n)
25 World's Fair Drive 246 1986 (n)
14 World's Fair Drive 505 1980 (n)
16 World's Fair Drive 154 1981 (n)
18 World's Fair Drive 102 1982 (n)
S-11
COSTS
CAPITALIZED
SUBSEQUENT TO
(b) ACQUISITION OR
INITIAL COST COMPLETION
LOCATION (a) -------------------- AND VALUATION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION
23 World's Fair Drive Franklin, NJ 134 758 114
12 World's Fair Drive Franklin, NJ 572 3,240 361
49 Napoleon Court Franklin, NJ 230 1,306 69
50 NapoleanCourt Franklin, NJ 149 842 42
22 World's Fair Drive Franklin, NJ 364 2,064 293
26 World's Fair Drive Franklin, NJ 361 2,048 203
24 World's Fair Drive Franklin, NJ 347 1,968 365
20 World's Fair Drive Lot 13 Sumerset, NJ 9 - 2,810
10 New Maple Road Pine Brook, NJ 2,250 12,750 186
60 Chapin Road Pine Brook, NJ 2,123 12,028 1,840
45 Route 46 Pine Brook, NJ 969 5,491 295
43 Route 46 Pine Brook, NJ 474 2,686 204
39 Route 46 Pine Brook, NJ 260 1,471 85
26 Chapin Road Pine Brook, NJ 956 5,415 131
30 Chapin Road Pine Brook, NJ 960 5,440 226
20 Hook Mountain Road Pine Brook, NJ 1,507 8,542 926
30 Hook Mountain Road Pine Brook, NJ 389 2,206 313
55 Route 46 Pine Brook, NJ 396 2,244 94
16 Chapin Rod Pine Brook, NJ 885 5,015 133
20 Chapin Road Pine Brook, NJ 1,134 6,426 248
Sayreville Lot 4 Sayreville, NJ - - 0
400 Raritan Center Parkway Edison, NJ 829 4,722 315
300 Columbus Circle Edison, NJ 1,257 7,122 174
400 Apgar Franklin Township, NJ 780 4,420 129
500 Apgar Franklin Township, NJ 361 2,044 211
201 Circle Dr. North Piscataway, NJ 840 4,760 396
1 Pearl Ct. Allendale, NJ 623 3,528 172
2 Pearl Ct. Allendale, NJ 255 1,445 970
3 Pearl Ct. Allendale, NJ 440 2,491 121
4 Pearl Ct. Allendale, NJ 450 2,550 124
5 Pearl Ct. Allendale, NJ 505 2,860 139
6 Pearl Ct. Allendale, NJ 1,160 6,575 111
7 Pearl Ct. Allendale, NJ 513 2,907 49
59 Route 17 Allendale, NJ 518 2,933 143
PHOENIX
1045 South Edward Drive Tempe, AZ 390 2,160 47
46 N. 49th Ave. Phoenix, AZ 301 1,704 51
PORTLAND
5687 International Way (i) Milwaukee, OR 430 2,385 267
5795 SW Jean Road (h) Lake Oswego, OR 427 2,362 363
12130 NE Ainsworth Circle (g) Portland, OR 523 2,898 301
5509 NW 122nd Ave. (g) Milwaukee, OR 244 1,351 80
6105-6113 NE 92nd Avenue (i) Portland, OR 884 4,891 684
8727 NE Marx Drive (h) Portland, OR 580 3,210 678
3388 SE 20th Street Portland, OR 73 405 45
5962-5964 NE 87th Avenue Portland, OR 72 398 75
11620 NE Ainsworth Portland, OR 152 839 34
11824 NE Ainsworth Circle Portland, OR 166 916 81
12124 NE Ainsworth Circle Portland, OR 207 1,148 49
11632 NE Ainsworth Circle Portland, OR 799 4,422 940
SALT LAKE CITY
2255 South 300 West (l) Salt Lake City, UT 618 3,504 299
512 Lawndale Drive (m) Salt Lake City, UT 2,779 15,749 2,706
1270 West 2320 South West Valley, UT 138 784 129
1275 West 2240 South West Valley, UT 395 2,241 95
1288 West 2240 South West Valley, UT 119 672 93
2235 South 1300 West West Valley, UT 198 1,120 248
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/02
-------------------------------
BUILDING AND
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL
23 World's Fair Drive 140 865 1,005
12 World's Fair Drive 593 3,579 4,172
49 Napoleon Court 238 1,367 1,605
50 NapoleanCourt 154 879 1,033
22 World's Fair Drive 375 2,346 2,721
26 World's Fair Drive 377 2,234 2,612
24 World's Fair Drive 362 2,318 2,680
20 World's Fair Drive Lot 13 691 2,128 2,819
10 New Maple Road 2,272 12,914 15,186
60 Chapin Road 2,143 13,847 15,990
45 Route 46 978 5,777 6,755
43 Route 46 479 2,885 3,364
39 Route 46 262 1,553 1,815
26 Chapin Road 965 5,536 6,501
30 Chapin Road 969 5,657 6,626
20 Hook Mountain Road 1,534 9,442 10,976
30 Hook Mountain Road 396 2,512 2,908
55 Route 46 403 2,331 2,734
16 Chapin Rod 901 5,133 6,033
20 Chapin Road 1,154 6,654 7,808
Sayreville Lot 4 - - -
400 Raritan Center Parkway 836 5,031 5,867
300 Columbus Circle 1,269 7,284 8,553
400 Apgar 796 4,534 5,329
500 Apgar 368 2,248 2,616
201 Circle Dr. North 857 5,139 5,996
1 Pearl Ct. 648 3,674 4,322
2 Pearl Ct. 403 2,267 2,670
3 Pearl Ct. 458 2,593 3,051
4 Pearl Ct. 469 2,655 3,124
5 Pearl Ct. 526 2,979 3,504
6 Pearl Ct. 1,177 6,669 7,846
7 Pearl Ct. 520 2,948 3,469
59 Route 17 539 3,054 3,593
PHOENIX
1045 South Edward Drive 394 2,203 2,597
46 N. 49th Ave. 306 1,750 2,056
PORTLAND
5687 International Way (i) 439 2,643 3,082
5795 SW Jean Road (h) 433 2,719 3,152
12130 NE Ainsworth Circle (g) 531 3,192 3,723
5509 NW 122nd Ave. (g) 248 1,427 1,675
6105-6113 NE 92nd Avenue (i) 954 5,505 6,459
8727 NE Marx Drive (h) 602 3,866 4,468
3388 SE 20th Street 76 447 523
5962-5964 NE 87th Avenue 75 470 545
11620 NE Ainsworth 155 869 1,024
11824 NE Ainsworth Circle 169 993 1,162
12124 NE Ainsworth Circle 212 1,193 1,405
11632 NE Ainsworth Circle 925 5,237 6,161
SALT LAKE CITY
2255 South 300 West (l) 612 3,809 4,421
512 Lawndale Drive (m) 2,774 18,460 21,233
1270 West 2320 South 143 908 1,051
1275 West 2240 South 408 2,323 2,731
1288 West 2240 South 123 761 883
2235 South 1300 West 204 1,362 1,566
ACCUMULATED
DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS)
23 World's Fair Drive 132 1982 (n)
12 World's Fair Drive 483 1981 (n)
49 Napoleon Court 183 1982 (n)
50 NapoleanCourt 112 1982 (n)
22 World's Fair Drive 404 1983 (n)
26 World's Fair Drive 322 1984 (n)
24 World's Fair Drive 337 1984 (n)
20 World's Fair Drive Lot 13 280 1999 (n)
10 New Maple Road 726 1973/1999 (n)
60 Chapin Road 1,029 1977/2000 (n)
45 Route 46 365 1974/1987 (n)
43 Route 46 166 1974/1987 (n)
39 Route 46 89 1970 (n)
26 Chapin Road 311 1983 (n)
30 Chapin Road 350 1983 (n)
20 Hook Mountain Road 513 1972/1984 (n)
30 Hook Mountain Road 141 1972/1987 (n)
55 Route 46 137 1978/1994 (n)
16 Chapin Rod 289 1987 (n)
20 Chapin Road 392 1987 (n)
Sayreville Lot 4 - 2001 (n)
400 Raritan Center Parkway 138 1983 (n)
300 Columbus Circle 198 1983 (n)
400 Apgar 85 1987 (n)
500 Apgar 49 1987 (n)
201 Circle Dr. North 93 1987 (n)
1 Pearl Ct. 23 1978 (n)
2 Pearl Ct. 9 1979 (n)
3 Pearl Ct. 16 1978 (n)
4 Pearl Ct. 17 1979 (n)
5 Pearl Ct. 19 1977 (n)
6 Pearl Ct. 42 1980 (n)
7 Pearl Ct. 19 1979 (n)
59 Route 17 19 1979 (n)
PHOENIX
1045 South Edward Drive 193 1976 (n)
46 N. 49th Ave. 7 1986 (n)
PORTLAND
5687 International Way (i) 344 1974 (n)
5795 SW Jean Road (h) 320 1985 (n)
12130 NE Ainsworth Circle (g) 405 1986 (n)
5509 NW 122nd Ave. (g) 164 1995 (n)
6105-6113 NE 92nd Avenue (i) 599 1978/1986 (n)
8727 NE Marx Drive (h) 483 1987 (n)
3388 SE 20th Street 56 1981 (n)
5962-5964 NE 87th Avenue 47 1979 (n)
11620 NE Ainsworth 97 1992 (n)
11824 NE Ainsworth Circle 120 1992 (n)
12124 NE Ainsworth Circle 131 1984 (n)
11632 NE Ainsworth Circle 543 1990 (n)
SALT LAKE CITY
2255 South 300 West (l) 508 1980 (n)
512 Lawndale Drive (m) 2,682 1981 (n)
1270 West 2320 South 122 1986/92 (n)
1275 West 2240 South 288 1986/92 (n)
1288 West 2240 South 103 1986/92 (n)
2235 South 1300 West 194 1986/92 (n)
S-12
COSTS
CAPITALIZED
SUBSEQUENT TO
(b) ACQUISITION OR
INITIAL COST COMPLETION
LOCATION (a) -------------------- AND VALUATION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION
1293 West 2200 South West Valley, UT 158 896 209
1279 West 2200 South West Valley, UT 198 1,120 56
1272 West 2240 South West Valley, UT 336 1,905 324
1149 West 2240 South West Valley, UT 217 1,232 57
1142 West 2320 South West Valley, UT 217 1,232 240
1152 West 2240 South West Valley, UT 2,067 - 3,964
SOUTHERN NEW JERSEY
2-5 North Olnev Ave. Cherry Hill, NJ 284 1,524 117
2 Springdale Road Cherry Hill, NJ 127 701 96
4 Springdale Road (g) Cherry Hill, NJ 335 1,853 696
8 Springdale Road Cherry Hill, NJ 259 1,436 345
2050 Springdale Road Cherry Hill, NJ 279 1,545 1,224
1 Esterbrook Lane Cherry Hill, NJ 43 238 24
16 Springdale Road Cherry Hill, NJ 241 1,336 119
5 Esterbrook Lane Cherry Hill, NJ 241 1,336 221
2 Pin Oak Lane Cherry Hill, NJ 317 1,757 276
6 Esterbrook Lane Cherry Hill, NJ 165 914 34
3 Computer Drive Cherry Hill, NJ 500 2,768 458
28 Springdale Road Cherry Hill, NJ 192 1,060 197
3 Esterbrook Lane Cherry Hill, NJ 199 1,102 444
4 Esterbrook Lane Cherry Hill, NJ 234 1,294 30
26 Springdale Road Cherry Hill, NJ 227 1,257 345
1 Keystone Ave. Cherry Hill, NJ 227 1,223 769
1919 Springdale Road Cherry Hill, NJ 232 1,286 57
21 Olnev Ave. Cherry Hill, NJ 69 380 62
19 Olnev Ave. Cherry Hill, NJ 202 1,119 1,157
2 Keystone Ave. Cherry Hill, NJ 216 1,194 435
18 Olnev Ave. Cherry Hill, NJ 250 1,382 78
2030 Springdale Rod Cherry Hill, NJ 526 2,914 1,392
55 Carnegie Drive Cherry Hill, NJ 550 3,047 158
5 Carnegie Plaza Cherry Hill, NJ 739 4,109 239
111 Whittendale Drive Morrestown, NJ 515 2,916 6
9 Whittendale Morrestown, NJ 337 1,911 39
1931 Olney Road Cherry Hill, NJ 262 1,486 39
ST. LOUIS
2121 Chapin Industrial Drive Vinita Park, MO 606 4,384 1,343
10431-10449 Midwest Industrial Blvd Olivette, MO 237 1,360 569
10751 Midwest Industrial Boulevard Olivette, MO 193 1,119 104
6951 N Hanley (g) Hazelwood, MO 405 2,295 1,886
4560 Anglum Road Hazelwood, MO 150 849 216
1037 Warson - Bldg A St. Louis, MO 246 1,359 30
1037 Warson - Bldg B St. Louis, MO 380 2,103 52
1037 Warson - Bldg C St. Louis, MO 303 1,680 37
1037 Warson - Bldg D St. Louis, MO 353 1,952 43
TAMPA
6614 Adamo Drive Tampa, FL 177 1,005 62
6204 Benjamin Road Tampa, FL 432 2,445 333
6206 Benjamin Road Tampa, FL 397 2,251 278
6302 Benjamin Road Tampa, FL 214 1,212 190
6304 Benjamin Road Tampa, FL 201 1,138 205
6306 Benjamin Road Tampa, FL 257 1,457 396
6308 Benjamin Road Tampa, FL 345 1,958 231
5313 Johns Road Tampa, FL 204 1,159 103
5602 Thompson Center Court Tampa, FL 115 652 133
5411 Johns Road Tampa, FL 230 1,304 177
5525 Johns Road Tampa, FL 192 1,086 66
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/02
-------------------------------
BUILDING AND
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL
1293 West 2200 South 163 1,100 1,263
1279 West 2200 South 204 1,170 1,374
1272 West 2240 South 347 2,217 2,564
1149 West 2240 South 225 1,282 1,506
1142 West 2320 South 225 1,465 1,690
1152 West 2240 South 2,114 3,918 6,032
SOUTHERN NEW JERSEY
2-5 North Olnev Ave. 282 1,643 1,925
2 Springdale Road 126 798 924
4 Springdale Road (g) 332 2,552 2,885
8 Springdale Road 258 1,783 2,041
2050 Springdale Road 277 2,770 3,047
1 Esterbrook Lane 43 262 305
16 Springdale Road 240 1,456 1,696
5 Esterbrook Lane 240 1,559 1,798
2 Pin Oak Lane 314 2,036 2,350
6 Esterbrook Lane 164 949 1,113
3 Computer Drive 492 3,233 3,725
28 Springdale Road 190 1,259 1,449
3 Esterbrook Lane 198 1,547 1,745
4 Esterbrook Lane 232 1,326 1,558
26 Springdale Road 226 1,603 1,829
1 Keystone Ave. 218 2,000 2,219
1919 Springdale Road 230 1,345 1,575
21 Olnev Ave. 68 442 510
19 Olnev Ave. 200 2,278 2,478
2 Keystone Ave. 214 1,631 1,844
18 Olnev Ave. 247 1,462 1,709
2030 Springdale Rod 523 4,309 4,832
55 Carnegie Drive 547 3,209 3,755
5 Carnegie Plaza 733 4,354 5,087
111 Whittendale Drive 514 2,922 3,436
9 Whittendale 343 1,944 2,287
1931 Olney Road 267 1,520 1,787
ST. LOUIS
2121 Chapin Industrial Drive 614 5,720 6,333
10431-10449 Midwest Industrial Blvd 237 1,929 2,166
10751 Midwest Industrial Boulevard 194 1,223 1,416
6951 N Hanley (g) 419 4,167 4,586
4560 Anglum Road 161 1,055 1,215
1037 Warson - Bldg A 250 1,385 1,635
1037 Warson - Bldg B 387 2,148 2,534
1037 Warson - Bldg C 309 1,711 2,020
1037 Warson - Bldg D 359 1,988 2,347
TAMPA
6614 Adamo Drive 181 1,064 1,244
6204 Benjamin Road 454 2,755 3,209
6206 Benjamin Road 416 2,510 2,926
6302 Benjamin Road 224 1,392 1,616
6304 Benjamin Road 209 1,335 1,544
6306 Benjamin Road 269 1,841 2,110
6308 Benjamin Road 362 2,173 2,534
5313 Johns Road 213 1,253 1,466
5602 Thompson Center Court 120 779 899
5411 Johns Road 241 1,470 1,710
5525 Johns Road 200 1,144 1,344
ACCUMULATED
DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS)
1293 West 2200 South 168 1986/92 (n)
1279 West 2200 South 147 1986/92 (n)
1272 West 2240 South 315 1986/92 (n)
1149 West 2240 South 159 1986/92 (n)
1142 West 2320 South 242 1997 (n)
1152 West 2240 South 589 1999 (n)
SOUTHERN NEW JERSEY
2-5 North Olnev Ave. 188 1963/85 (n)
2 Springdale Road 87 1968 (n)
4 Springdale Road (g) 305 1963/85 (n)
8 Springdale Road 203 1966 (n)
2050 Springdale Road 136 1965 (n)
1 Esterbrook Lane 30 1965 (n)
16 Springdale Road 166 1967 (n)
5 Esterbrook Lane 171 1966/88 (n)
2 Pin Oak Lane 250 1968 (n)
6 Esterbrook Lane 111 1966 (n)
3 Computer Drive 375 1966 (n)
28 Springdale Road 133 1967 (n)
3 Esterbrook Lane 172 1968 (n)
4 Esterbrook Lane 157 1969 (n)
26 Springdale Road 167 1968 (n)
1 Keystone Ave. 208 1969 (n)
1919 Springdale Road 158 1970 (n)
21 Olnev Ave. 48 1969 (n)
19 Olnev Ave. 235 1971 (n)
2 Keystone Ave. 175 1970 (n)
18 Olnev Ave. 170 1974 (n)
2030 Springdale Rod 505 1977 (n)
55 Carnegie Drive 373 1988 (n)
5 Carnegie Plaza 454 1987 (n)
111 Whittendale Drive 221 1991/96 (n)
9 Whittendale 77 2000 (n)
1931 Olney Road 7 1969 (n)
ST. LOUIS
2121 Chapin Industrial Drive 5,631 1969/94 (n)
10431-10449 Midwest Industrial Blvd 418 1967 (n)
10751 Midwest Industrial Boulevard 267 1965 (n)
6951 N Hanley (g) 1,076 1965 (n)
4560 Anglum Road 241 1970 (n)
1037 Warson - Bldg A 26 1968 (n)
1037 Warson - Bldg B 40 1968 (n)
1037 Warson - Bldg C 32 1968 (n)
1037 Warson - Bldg D 37 1968 (n)
TAMPA
6614 Adamo Drive 141 1967 (n)
6204 Benjamin Road 366 1982 (n)
6206 Benjamin Road 332 1983 (n)
6302 Benjamin Road 208 1983 (n)
6304 Benjamin Road 218 1984 (n)
6306 Benjamin Road 312 1984 (n)
6308 Benjamin Road 289 1984 (n)
5313 Johns Road 163 1991 (n)
5602 Thompson Center Court 122 1972 (n)
5411 Johns Road 241 1997 (n)
5525 Johns Road 148 1993 (n)
S-13
COSTS
CAPITALIZED
SUBSEQUENT TO
(b) ACQUISITION OR
INITIAL COST COMPLETION
LOCATION (a) -------------------- AND VALUATION
BUILDING ADDRESS (CITY/STATE) ENCUMBRANCES LAND BUILDINGS PROVISION
5607 Johns Road Tampa, FL 102 579 62
5709 Johns Road Tampa, FL 192 1,086 141
5711 Johns Road Tampa, FL 243 1,376 180
5453 W Waters Avenue Tampa, FL 71 402 99
5455 W Waters Avenue Tampa, FL 307 1,742 178
5553 W Waters Avenue Tampa, FL 307 1,742 202
5501 W Waters Avenue Tampa, FL 154 871 80
5503 W Waters Avenue Tampa, FL 71 402 52
5555 W Waters Avenue Tampa, FL 213 1,206 105
5557 W Waters Avenue Tampa, FL 59 335 33
5903 Johns Road Tampa, FL 88 497 74
5461 W Waters Tampa, FL 261 - 1,186
5471 W. Waters Tampa, FL 572 798 173
5505 Johns Road #7 Tampa, FL 228 - 1,396
5481 W. Waters Avenue Tampa, FL 558 - 2,297
5483 W. Waters Avenue Tampa, FL 457 - 1,940
6702-6712 Benjamin Road (k) Tampa, FL 639 3,536 406
5905 Breckenridge Parkway Tampa, FL 189 1,070 36
5907 Breckenridge Parkway Tampa, FL 61 345 10
5909 Breckenridge Parkway Tampa, FL 173 980 36
5911 Breckenridge Parkway Tampa, FL 308 1,747 32
5910 Breckenridge Parkway Tampa, FL 436 2,472 37
5912 Breckenridge Parkway Tampa, FL 460 2,607 39
4515-4519 George Road Tampa, FL 633 3,587 86
6301 Benjamin Road Tampa, FL 292 1,657 100
5723 Benjamin Road Tampa, FL 406 2,301 43
6313 Benjamin Road Tampa, FL 229 1,296 26
5801 Benjamin Road Tampa, FL 564 3,197 51
5802 Benjamin Road Tampa, FL 686 3,889 202
5925 Benjamin Road Tampa, FL 328 1,859 29
OTHER
2800 Airport Road (j) Denton, TX 369 1,935 1,572
3501 Maple Street Abilene, TX 67 1,057 1,000
4200 West Harry Street (h) Wichita, KS 193 2,224 1,751
Industrial Park No. 2 West Lebanon, NH 723 5,208 175
6601 S. 33rd Street McAllen, TX 231 1,276 32
REDEVELOPMENTS / DEVELOPABLE LAND 71,094 37,050 13,815
--------- ---------- ----------
$ 356,308 $1,519,580 $ 326,433
========= ========== ==========
GROSS AMOUNT CARRIED
AT CLOSE OF PERIOD 12/31/02
--------------------------------------
BUILDING AND
BUILDING ADDRESS LAND IMPROVEMENTS TOTAL
5607 Johns Road 110 634 744
5709 Johns Road 200 1,219 1,419
5711 Johns Road 255 1,544 1,799
5453 W Waters Avenue 82 490 572
5455 W Waters Avenue 326 1,902 2,227
5553 W Waters Avenue 326 1,925 2,251
5501 W Waters Avenue 162 943 1,105
5503 W Waters Avenue 75 450 525
5555 W Waters Avenue 221 1,303 1,524
5557 W Waters Avenue 62 364 427
5903 Johns Road 93 566 659
5461 W Waters 265 1,181 1,447
5471 W. Waters 574 969 1,543
5505 Johns Road #7 228 1,395 1,624
5481 W. Waters Avenue 561 2,295 2,856
5483 W. Waters Avenue 459 1,938 2,397
6702-6712 Benjamin Road (k) 650 3,931 4,581
5905 Breckenridge Parkway 191 1,103 1,294
5907 Breckenridge Parkway 61 355 416
5909 Breckenridge Parkway 174 1,015 1,189
5911 Breckenridge Parkway 311 1,776 2,087
5910 Breckenridge Parkway 440 2,505 2,945
5912 Breckenridge Parkway 464 2,641 3,105
4515-4519 George Road 640 3,666 4,306
6301 Benjamin Road 295 1,754 2,049
5723 Benjamin Road 409 2,340 2,749
6313 Benjamin Road 231 1,320 1,551
5801 Benjamin Road 569 3,244 3,812
5802 Benjamin Road 692 4,086 4,778
5925 Benjamin Road 331 1,886 2,216
OTHER
2800 Airport Road (j) 490 3,386 3,876
3501 Maple Street 260 1,864 2,124
4200 West Harry Street (h) 528 3,640 4,168
Industrial Park No. 2 776 5,330 6,106
6601 S. 33rd Street 233 1,306 1,539
REDEVELOPMENTS / DEVELOPABLE LAND 71,854 51,275 123,129
-------- ---------- ----------
$364,911 $1,837,410 $2,202,321 (p)
======== ========== ==========
ACCUMULATED
DEPRECIATION YEAR BUILT/ DEPRECIABLE
BUILDING ADDRESS 12/31/02 RENOVATED LIVES (YEARS)
5607 Johns Road 81 1991 (n)
5709 Johns Road 158 1990 (n)
5711 Johns Road 243 1990 (n)
5453 W Waters Avenue 63 1987 (n)
5455 W Waters Avenue 262 1987 (n)
5553 W Waters Avenue 265 1987 (n)
5501 W Waters Avenue 125 1990 (n)
5503 W Waters Avenue 64 1990 (n)
5555 W Waters Avenue 166 1990 (n)
5557 W Waters Avenue 48 1990 (n)
5903 Johns Road 81 1987 (n)
5461 W Waters 115 1998 (n)
5471 W. Waters 53 1999 (n)
5505 Johns Road #7 147 1999 (n)
5481 W. Waters Avenue 178 1999 (n)
5483 W. Waters Avenue 169 1999 (n)
6702-6712 Benjamin Road (k) 385 1982/84 (n)
5905 Breckenridge Parkway 57 1982 (n)
5907 Breckenridge Parkway 18 1982 (n)
5909 Breckenridge Parkway 54 1982 (n)
5911 Breckenridge Parkway 92 1982 (n)
5910 Breckenridge Parkway 130 1982 (n)
5912 Breckenridge Parkway 137 1982 (n)
4515-4519 George Road 147 1985 (n)
6301 Benjamin Road 70 1986 (n)
5723 Benjamin Road 87 1986 (n)
6313 Benjamin Road 49 1986 (n)
5801 Benjamin Road 121 1986 (n)
5802 Benjamin Road 152 1986 (n)
5925 Benjamin Road 71 1986 (n)
OTHER
2800 Airport Road (j) 1,670 1968 (n)
3501 Maple Street 884 1980 (n)
4200 West Harry Street (h) 1,785 1972 (n)
Industrial Park No. 2 2,614 1968 (n)
6601 S. 33rd Street 114 1975 (n)
REDEVELOPMENTS / DEVELOPABLE LAND 4,304 (o)
--------
$263,404
========
S-14
NOTES:
(a) See description of encumbrances in Note 5 to Notes to Consolidated
Financial Statements.
(b) Initial cost for each respective property is total purchase price
associated with its purchase.
(c) These properties collateralize the Assumed Loans.
(d) This property collateralizes the Acquisition Mortgage Loan VIII.
(e) This property collateralizes the Acquisition Mortgage Loan IX.
(f) This property collateralizes the Acquisition Mortgage Loan IV.
(g) Comprised of two properties.
(h) Comprised of three properties.
(i) Comprised of four properties.
(j) Comprised of five properties.
(k) Comprised of six properties.
(l) Comprised of seven properties.
(m) Comprised of 29 properties.
(n) Depreciation is computed based upon the following estimated lives:
Buildings, Improvements 31.5 to 40 years
Tenant Improvements, Leasehold Improvements Life of lease
Furniture, Fixtures and Equipment 5 to 10 years
(o) These properties represent developable land and redevelopments that
have not been placed in service.
(p) Excludes $122,331 of Construction in Progress and $1,174 of Furniture,
Fixtures and Equipment.
(q) During 2001, the Company recognized a valuation provision of $6,490 on
these properties.
At December 31, 2002, the aggregate cost of land and buildings and
equipment for federal income tax purpose was approximately $1.9 billion
(excluding construction in progress.)
S-15
CONSOLIDATED OPERATING PARTNERSHIP
SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
AS OF DECEMBER 31, 2002
(Dollars in thousands)
The changes in total real estate assets for the three years ended
December 31, 2002 are as follows:
2002 2001 2000
----------- ----------- -----------
Balance, Beginning of Year................................................. $ 2,343,698 $ 2,228,494 $ 2,131,434
Acquisitions, Construction Costs and Improvements.......................... 308,763 397,143 473,090
Disposition of Assets...................................................... (326,635) (275,449) (373,861)
Valuation Provision........................................................ - (6,490) (2,169)
----------- ----------- -----------
Balance, End of Year....................................................... $ 2,325,826 $ 2,343,698 $ 2,228,494
=========== =========== ===========
The changes in accumulated depreciation for the three years ended
December 31, 2002 are as follows:
2002 2001 2000
----------- ----------- -----------
Balance, Beginning of Year.................................................. $ 232,889 $ 202,786 $ 179,293
Depreciation for Year....................................................... 56,762 54,623 49,496
Disposition of Assets....................................................... (26,247) (24,520) (26,003)
----------- ----------- -----------
Balance, End of Year........................................................ $ 263,404 $ 232,889 $ 202,786
=========== =========== ===========
S-16